SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934 [fee required]
For the fiscal year ended December 31, 1996
---------------------
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 [no fee required]
For the transition period from to .
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Commission file number 2-79192.
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HAMPSHIRE FUNDING, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 02-0277842
- -------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE 03301
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 226-5000
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Programs for coordinating the acquisition of mutual fund shares and insurance
- -----------------------------------------------------------------------------
Indicate by check mark whether the registrant has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days.
YES X NO
--- ---
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of
filing. NONE
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of March 15, 1997: 50,000 shares, all of which are owned by
Chubb Life Insurance Company of America.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
The total number of pages, including exhibits, is 54, and the exhibit index
appears on pages 21 through 22.
PART I
Item 1 - Description of Business
- --------------------------------
(a) General Development of Business
-------------------------------
Hampshire Funding, Inc. ("the Company") was incorporated in the State of
New Hampshire on December 8, 1969, as a wholly-owned subsidiary of Chubb
Life Insurance Company of America ("CLA" or the "Parent" Corporation). The
Company became a wholly-owned subsidiary of The Chubb Corporation on
December 21, 1971, when CLA sold all the outstanding stock of the Company.
On April 1, 1981, the Company's common stock was transferred by
contribution to Chubb Life Insurance Company of New Hampshire ("CLNH"). On
July 1, 1991, CLNH and CLA merged with and into The Volunteer State Life
Insurance Company, which on the same date re-domesticated from Tennessee
to New Hampshire and changed its name to Chubb Life Insurance Company of
America (the "Parent Corporation"). As a result of said merger, all of the
common stock of the company is owned by the Parent Corporation. In
addition, the Company owns 100% of the outstanding shares of Hampshire
Syndications, Inc., incorporated in New Hampshire on October 9, 1986.
On February 24, 1997, The Chubb Corporation announced that it had signed a
definitive agreement to sell the Parent Corporation and its subsidiaries
to Jefferson-Pilot Corporation subject to regulatory approvals.
The Company, in affiliation with the Parent Corporation, Chubb Colonial
Life Insurance Company ("Colonial"), Chubb Sovereign Life Insurance
Company ("Chubb Sovereign") (collectively "Insurance Companies") and Chubb
Securities Corporation (the "Broker-Dealer"), a member of the National
Association of Securities Dealers, Inc. ("NASD"), is primarily engaged in
the offering and administration of programs which coordinate the
acquisition of mutual fund shares and life or health insurance (the
"Programs"). The Programs are intended, in part, to augment the sales
activities of the Broker-Dealer and the Insurance Companies.
(b) Financial Information About Industry Segments
---------------------------------------------
Revenues, operating profit and loss, and identifiable assets for the three
years ended December 31, 1996, are included in Item 6 - Selected Financial
Data and Item 8 - Financial Statements and Supplementary Data.
(c) Narrative Description of Business
---------------------------------
The Company offers and administers Programs which involve initial and
periodic cash purchases of mutual fund shares. Under the Programs,
purchasers of a Program ("Participants") make initial and periodic
purchases of mutual fund shares for cash with automatic reinvestment of
all distributions. Participants obtain insurance coverage through a series
of insurance premium loans offered by the Company. Loans to Participants
are secured by Participants' initial and periodic purchases of mutual fund
shares. The mutual fund shares are registered in the Company's name as
Custodian for Participants.
The objective of a Program is the utilization of the appreciation, if any,
in the value of the mutual fund shares and any dividends or capital gains
distributions thereon to aid in offsetting the principal and accumulated
interest on the loans.
The Programs are offered for sale by those agents of the Insurance
Companies who qualify as registered representatives, through the Broker-
Dealer, under the regulations of the NASD.
2 of 54
Revenues derived from Participant Programs include loan interest and fees.
For the years ended December 31, 1996, 1995 and 1994 such revenues were as
follows:
1996 1995 1994
---- ---- ----
Interest on Loans $4,412,729 $3,899,087 $3,094,809
Program Fees 484,906 456,556 464,851
Regulation
----------
The Company is authorized to offer Programs using insurance policies
offered by the Insurance Companies. Insurance available for purchase in
connection with a Program may vary from state to state, depending on
whether the Parent Corporation, Colonial or Chubb Sovereign is licensed to
sell insurance in a particular jurisdiction, and whether a jurisdiction in
which one of the Insurance Companies is licensed has approved the sale of
a particular insurance product.
Each Insurance Company offers several types of policies within the
Program. The Insurance Companies are subject to the regulations of the
insurance department of each state in which they are licensed to do
business. In addition, the Parent Corporation, through Chubb Separate
Account A, offers for sale a variable universal life insurance policy,
which is subject to regulation by the Securities and Exchange Commission.
Policies, including the variable universal life insurance product, issued
under the Program may not be identical in each state or jurisdiction.
Regulations that determine the types of policies and their provisions may
differ in each state. As a result, the Insurance Companies have internal
procedures designed to ensure that only approved policies are issued in
each state.
The Company has filed a Registration Statement under the Securities Act of
1933, as amended, with the Securities and Exchange Commission. The Company
is also subject to supervision by the Commissioners of Securities of the
jurisdictions in which the Company is authorized to offer the Programs for
sale.
The insurance agents who sell the Programs are subject to the oversight
and regulation of the insurance department of each jurisdiction where they
are licensed. In addition, only those agents who are registered
representatives of the Broker-Dealer may sell Programs; thus the insurance
agents are also subject to supervision and regulation of the NASD and
securities department of each jurisdiction where they are licensed.
Dependence Upon a Single or a Few Customers
-------------------------------------------
The Company is not dependent upon a single or a few customers. The loss of
one or a few customers would not have a material adverse effect on the
business of the Company.
Competition
-----------
The Company faces limited competition in the sale of Programs, as the
number of companies offering plans similar to the Programs is quite small.
Historically, a large number of companies offered programs combining the
purchase of insurance and mutual fund shares; however, in recent years the
number of companies has reduced dramatically.
The business of the Insurance Companies is highly competitive. The
Insurance Companies compete on a nationwide basis with a large number of
insurance companies, and also compete with other financial service
companies in the area of equities, retirement planning and financial
planning. Finally, there has been a recent trend of greater involvement by
banks and thrifts in the insurance industry. Competition is based upon
cost of insurance, client service, performance of the cash value component
of whole life insurance, and agent loyalty to a company.
3 of 54
Employees
---------
The Company has no paid employees. Chubb America Service Corporation (the
"Service Company"), a wholly-owned subsidiary of the Parent Corporation,
is a management service company organized and operated to provide employee
and office services, as well as certain operating assets, to the Company
and its affiliates. The Service Company employs all of the personnel who
perform business functions for the Company. The Service Company believes
that its relationship with employees is good.
(d) Financial Information About Foreign and Domestic Operations and Export
----------------------------------------------------------------------
Sales
-----
All sales and operations of the Company are conducted within the United
States.
Item 2 - Properties
- -------------------
The Company does not own or lease any real property. The Company occupies a
portion of the home office of the Parent Corporation located at One Granite
Place, Concord, New Hampshire. The use by the Company of such facilities and
the equipment and furnishings owned by the Service Company, the Parent
Corporation, or any of the other Insurance Companies is subject to a pro-rata
allocation of expenses.
Item 3 - Legal Proceedings
- --------------------------
The Company may become involved from time to time with legal proceedings arising
out of the ordinary course of its business. For the year ended December 31,
1996, the Company was not involved in any legal proceedings.
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Not Applicable.
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PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters
- ------------------------------------------------------------------------------
(a) Holders
-------
Not publicly traded.
(b) Market Information
------------------
1 (See Item 12, Security Ownership of Certain Beneficial Owners and
Management.)
(c) Dividends
---------
The Company has not authorized or paid any dividends since inception.
There are no restrictions presently known on the Company's ability to
pay dividends except for general New Hampshire corporate laws relating
to earnings.
Item 6 - Selected Financial Data
- --------------------------------
Selected Statement of Operations
Data: Year Ended December 31, 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Total Revenue $ 4,957,607 $ 4,435,676 $ 3,590,273 $ 3,004,114 $ 2,699,890
========== ========== ========== ========== ==========
Net Income $ 314,298 $ 232,354 $ 458,294 $ 514,505 $ 330,545
========== ========== ========== ========== ==========
Dividends Per Common Share $ -- $ -- $ -- $ -- $ --
========== ========== ========== ========== ==========
Selected Balance Sheet Data:
December 31, 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Total Assets $54,763,977 $47,376,608 $42,241,816 $33,773,719 $27,905,714
========== ========== ========== ========== ==========
Loans Payable $50,851,618 $43,899,673 $38,889,535 $30,924,833 $25,382,406
========== ========== ========== ========== ==========
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Item 7 - Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
Liquidity and Capital Resources
- -------------------------------
The Company offers investment programs (the "Programs") which coordinate the
acquisition of mutual fund shares and insurance over a period of ten years.
Under the Programs, purchasers of a Program ("Participants") purchase life and
health insurance from affiliated insurance companies (the "Insurance Companies")
and finance the premiums through a series of loans secured by mutual fund
shares. Upon issuance of a policy by an Insurance Company, the Company makes a
loan to the Participant in an amount equal to the selected premium mode. As each
premium becomes due, if not paid in cash, a new loan equal to the next premium
and administrative fee is made and added to the Participant's account
indebtedness ("Account Indebtedness"). Thus, interest, as well as principal, is
borrowed and mutual fund shares are pledged as collateral. Each loan made by the
Company must initially be secured by mutual fund shares which have a value of at
least 250% of the loan, except for the initial premium loan of Programs using
certain no-load funds, where the collateral requirement is 1800%. In addition,
the aggregate value of all mutual fund shares pledged as collateral must be at
least 150% of the Participant's total Account Indebtedness. If the value of the
shares pledged to the Company declines below 130% of the Company's indebtedness,
the Company will terminate the Programs and liquidate shares sufficient to repay
the indebtedness.
Collateral loans receivable from Participants were $52,979,267 (including
accrued interest of $1,365,191) at December 31, 1996. Annual amounts due to the
Company were as follows:
1997 1998 1999 2000 2001 2002-2006
---- ---- ---- ---- ---- ---------
Collateral loans receivable $3.4 $2.9 $4.1 $6.6 $9.2 $26.8
(in millions)
The Company's funds for financing the Programs are currently obtained through a
Revolving Credit Agreement with a non-affiliated bank, SunTrust Bank of Atlanta,
Georgia ("SunTrust"). The Company entered into this Revolving Credit Agreement
on October 23, 1996 which provides for advances up to $60,000,000 and expires on
October 22, 2001. The Revolving Credit Agreement contains restrictions on equity
and indebtedness with other non-affiliates. All indebtedness and obligations of
the Company under the Revolving Credit Agreement, are guaranteed by Chubb Life.
The Revolving Credit Agreement with SunTrust replaced the Company's loan
agreements with its affiliates, Chubb Life and Colonial, which provided for
advances not to exceed $20,000,000 and $29,000,000, respectively. As all
advances under affiliated loan agreements became due during October and November
of 1996, the Company borrowed amounts under the new Revolving Credit Agreement
with SunTrust and paid Chubb Life and Colonial the outstanding principal and
interest. At December 31, 1996, the Company had no loans outstanding to
affiliates. The interest rate on advances made under the SunTrust Revolving
Credit Agreement is variable and based on short-term interest rates.
The continuance of the Program is dependent upon the Company's ability to
provide, or arrange for the financing of insurance premiums for Participants.
Prior to its Revolving Credit Agreement with SunTrust, such financing was
available from its affiliates, Colonial and Chubb Life. The Company expects that
it will be able to obtain this financing for the foreseeable future from non-
affiliates or affiliates.
If the Company is unable to borrow funds in the future or continue to borrow
funds under its credit agreement for the purpose of financing loans to
Participants for the payment of insurance premiums, it may not be able to
continue the sale of the Programs.
Although the Company's present financing arrangement with its lender does not
include the assignment of a Participant's mutual fund shares to the lender as
security, the Company is authorized to assign a Participant's mutual fund shares
to a lender as collateral security for the Company's indebtedness pursuant to
any financing arrangements. If any such assignment takes place and the Company
subsequently defaults on an obligation for which the Participant's mutual fund
shares have been pledged as security, the mutual fund shares may be redeemed by
the lender to whom the obligation is owed. A lender may cease to provide
financing if the Company is in default under its credit agreement. In this case,
Programs will be terminated on their renewal dates.
6 of 54
At December 31, 1996 the Company had borrowed $50,500,000 under its Credit
Agreement with SunTrust. At December 31, 1995 the Company had borrowed
$44,200,000 ($26,000,000 under its loan agreement with Colonial and $18,200,000
under its loan agreement with Chubb Life). The increase in amounts borrowed by
the Company year to year was used to fund additional premium loans.
In addition to loans payable, the Company has other short-term amounts due to
affiliates related to insurance premium payments and expense reimbursements to
the Service Company.
The Service Company, a wholly-owned subsidiary of the Parent Corporation, is a
management service company which provides employee services and office
facilities to the Company and its affiliates under a Service Agreement. The
Company pays the Service Company a monthly fee in accordance with mutually
agreed upon cost allocation methods which the Companies believe reflect a
proportional allocation of common expenses and are commensurate for the
performance of the applicable duties.
Working capital in 1996 and 1995 was provided by Participants' loan repayments,
administrative fees for the placement and maintenance of Programs and interest
earned on investments.
Loan schedule as of December 31, 1996:
Loan Face Days to Maturity
Source Date (mils) Rate Maturity Date
- ------ ---- ------ ---- -------- --------
SunTrust 10/23/96 10.5 5.78% 180 04/21/97
10/28/96 13.0 5.68% 91 01/27/97
10/30/96 2.3 5.68% 90 01/28/97
11/08/96 23.7 5.65% 90 02/06/97
12/27/96 1.0 5.74% 90 03/27/97
----
$50.5
Results of Operations
- ---------------------
The Company concluded the year ended December 31, 1996 with net operating income
of $314,298 as compared to net operating income of $232,354 in 1995, and
$458,294 in 1994.
Total revenues through December 31, 1996 were $4,957,607 versus $4,435,676 in
1995, and $3,590,273 in 1994. These revenues include interest on collateral
loans receivable, program fees, interest on investments and partnership income.
The largest source of revenue was represented by interest on collateral loans
receivable.
The growth in collateral loan interest resulted from the increase in collateral
loans receivable year to year. Collateral loans receivable as of December 31,
1996 were $52,979,267 as compared to $47,059,897 in 1995, and $40,805,159 in
1994. Comparatively, collateral loan interest was $4,412,729, $3,899,087 and
$3,094,809 for the years ended December 31, 1996, 1995 and 1994. The average
interest rate charged to each Participant's outstanding loan balance was 8.95%,
9.22% and 8.65% for the years 1996, 1995 and 1994, respectively.
The Company's collateral loans receivable, collateral loan interest and average
interest rate charged to each Participant's loan balance for the three years
ended December 31 are summarized as follows:
1996 1995 1994
---- ---- ----
Collateral loans receivable $52,979,267 $47,059,897 $40,805,159
Collateral loan interest $ 4,412,729 $ 3,899,087 $ 3,094,809
Average Participant interest rate 8.95% 9.22% 8.65%
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Interest expense on the Loan Agreements increased each year since 1994 due to
changes in interest rates and amounts borrowed by the Company. The Company's
outstanding loans payable, interest expense and average cost of borrowings for
the three years ended December 31 are summarized as follows:
1996 1995 1994
---- ---- ----
Loans payable $50,851,618 $43,899,673 $38,889,535
Interest expense $ 2,957,224 $ 2,730,924 $ 1,516,229
Average loan interest rate 6.40% 6.70% 4.60%
The Company's ability to achieve and maintain a spread between its cost of funds
necessary to finance premium loans and the lending rate charged to Program
Participants may impact its future operating results. The interest rate spread
is intended to provide sufficient revenue to offset the Company's general and
administrative expenses. General and administrative expenses (including state
taxes), arising from normal operating activities through December 31, 1996, were
$1,516,065 as compared to $1,347,286 in 1995, and $1,308,976 in 1994.
The Company may increase the interest rate charged to Participants to a maximum
of the prime interest rate plus 3% as its cost of borrowing increases. If the
Company's cost of borrowing were to rise significantly above the prime interest
rate, its ability to maintain an adequate interest rate spread would be
difficult and future earnings could be adversely impacted.
Program fees include placement, administrative and termination fees as well as
charges for special services. For the years ended December 31, 1996, 1995 and
1994 the number of Programs administered by the Company were 6,131, 6,521 and
6,662, respectively.
Investment income earned by the Company declined in 1996 as compared to 1995 due
to a decrease in investment returns on cash equivalents held during 1996.
8 of 54
Item 8 - Financial Statements and Supplementary Data
- ----------------------------------------------------
The financial statements included herein are listed in the following index.
INDEX TO FINANCIAL STATEMENTS
Page References
---------------
Report of Independent Auditors 10
Consolidated Balance Sheets at December 31, 1996 and 1995 11
Consolidated Statements of Income and Retained Earnings
for each of the three years in the period ended December 31, 1996 12
Consolidated Statements of Cash Flows for the each of the three years
in the period ended December 31, 1996 13
Notes to Consolidated Financial Statements 14
All schedules have been omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements, and
the notes thereto.
9 of 54
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Hampshire Funding, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheets of Hampshire
Funding, Inc. and Subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income and retained earnings, and cash flows for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company'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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Hampshire Funding,
Inc. and Subsidiary at December 31, 1996 and 1995, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
As discussed in Note 2 to the financial statements, in 1994 the Company changed
its method of accounting for postemployment benefits.
Ernst & Young LLP
Boston, Massachusetts
January 30, 1997,
except for Note 7, as to which the date is
February 24, 1997
10 of 54
Hampshire Funding, Inc. and Subsidiary
Consolidated Balance Sheets
December 31
1996 1995
--------------------------
Assets
Cash and cash equivalents $ 1,771,795 $ 289,918
Accounts receivable from customers 12,915 26,793
--------------------------
Total current assets 1,784,710 316,711
Collateral notes receivable (including accrued
interest of $1,365,191 in 1996 and $1,207,853
in 1995) 52,979,267 47,059,897
--------------------------
Total assets $54,763,977 $47,376,608
==========================
Liabilities and stockholder's equity
Liabilities:
Due to affiliates $ 1,397,478 $ 1,133,593
Accrued expenses and other liabilities 120,473 263,232
--------------------------
Total current liabilities 1,517,951 1,396,825
Loans payable (including accrued interest of
$351,618 in 1996 and net of prepaid interest
of $300,327 in 1995) 50,851,618 43,899,673
--------------------------
Total liabilities 52,369,569 45,296,498
--------------------------
Stockholder's equity:
Common stock, par value $1 per share; authorized
100,000 shares; issued and outstanding 50,000
shares 50,000 50,000
Additional paid-in capital 550,000 550,000
Retained earnings 1,794,408 1,480,110
--------------------------
Total stockholder's equity 2,394,408 2,080,110
--------------------------
Total liabilities and stockholder's equity $54,763,977 $47,376,608
==========================
See accompanying notes.
11 of 54
Hampshire Funding, Inc. and Subsidiary
Consolidated Statements of Income and Retained Earnings
Years ended December 31
1996 1995 1994
--------------------------------------
Revenues:
Interest on collateral notes receivable $4,412,729 $3,899,087 $3,094,809
Program participant fees 484,906 456,556 464,851
Interest on investments 59,972 74,648 30,613
Partnership syndication fees 5,385
--------------------------------------
4,957,607 4,435,676 3,590,273
Operating expenses:
Interest on loan agreements 2,957,224 2,730,924 1,516,229
General and administrative 1,464,569 1,299,523 1,260,818
Realized loss on investments 60,000
--------------------------------------
4,421,793 4,030,447 2,837,047
--------------------------------------
Income before income taxes 535,814 405,229 753,226
Federal and state income tax (benefit):
Federal--Current 170,020 125,112 257,593
Federal--Deferred (10,819)
State tax 51,496 47,763 48,158
--------------------------------------
221,516 172,875 294,932
--------------------------------------
Net income 314,298 232,354 458,294
Retained earnings at
beginning of year 1,480,110 1,247,756 789,462
--------------------------------------
Retained earnings at end of year $1,794,408 $1,480,110 $1,247,756
======================================
See accompanying notes.
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Hampshire Funding, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Years ended December 31
1996 1995 1994
---------------------------------------------------
Operating activities
Net income $ 314,298 $ 232,354 $ 458,294
Adjustments to reconcile net income to net
cash used in operating activities:
(Increase) decrease in accounts
receivable from customers 13,878 20,422 (9,535)
Decrease in accrued expenses and other
liabilities (142,759) (53,018) (57,749)
Increase in due to affiliates 263,885 23,361 24,807
Increase in collateral notes receivable (5,919,370) (6,254,738) (7,456,787)
Change in prepaid interest and interest
accrued on loan agreements 651,945 310,138 (235,298)
----------------------------------------------------
Net cash used in operating activities (4,818,123) (5,721,481) (7,276,268)
Investing activity
Write off of limited partnership investment 60,000
Financing activities
Proceeds from non-affiliated loan agreement 50,500,000
Proceeds from affiliated loan agreements 86,500,000 69,025,000 73,400,000
Principal payments on affiliated
loan agreements (130,700,000) (64,325,000) (65,200,000)
----------------------------------------------------
Net cash provided by financing activities 6,300,000 4,700,000 8,200,000
----------------------------------------------------
Increase (decrease) in cash and cash
equivalents 1,481,877 (1,021,481) 983,732
Cash and cash equivalents at beginning
of year 289,918 1,311,399 327,667
----------------------------------------------------
Cash and cash equivalents at end of year $ 1,771,795 $ 289,918 $ 1,311,399
====================================================
See accompanying notes.
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Hampshire Funding, Inc. and Subsidiary
Notes to Consolidated Financial Statements
December 31, 1996
1. Summary of Significant Accounting Policies
------------------------------------------
Principles of Consolidation
- ----------------------------
The accompanying consolidated financial statements include the accounts of
Hampshire Funding, Inc. (Hampshire) and its wholly-owned subsidiary, Hampshire
Syndications, Inc. Hampshire is a wholly-owned subsidiary of Chubb Life
Insurance Company of America (Chubb Life). Affiliates of Chubb Life include
Chubb Colonial Life Insurance Company (Colonial), Chubb Sovereign Life Insurance
Company (Chubb Sovereign), Chubb America Service Corporation (CASC), Chubb
Investment Advisory Corporation and Chubb Securities Corporation (Chubb
Securities), which are all 100% owned by Chubb Life. Chubb Life is 100% owned by
The Chubb Corporation (Chubb).
The preparation of financial statements in conformity with generally accepted
accounting principles requires Hampshire's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Nature of Operations and Transactions with Affiliates
- -----------------------------------------------------
Hampshire offers and administers Programs whereby Participants obtain life
insurance coverage solely from Chubb Life, Chubb Colonial and Chubb Sovereign.
Under the Programs, insurance premiums are paid by Participants through a series
of loans from Hampshire which are recorded as "collateral notes receivable."
Loans to the Participants are secured by Participants' ownership in shares of
regulated investment companies. The loans to Participants were funded
substantially with the proceeds from loan arrangements with Chubb Colonial and
Chubb Life. During 1996, Hampshire's loan agreements with Chubb Colonial and
Chubb Life were replaced with a loan agreement with a non-affiliate. Hampshire
borrowed amounts under its new loan agreement and repaid all principal and
interest owed to affiliates (see Note 6). Chubb Securities is a registered
broker-dealer that buys and sells the shares for Participants. The fair value of
a Participant's secured investment company shares must exceed 150% of the total
loan balance plus accrued interest (Participant's Total Account Indebtedness).
If the value of the shares pledged as collateral to Hampshire declines below
130% of the Participant's Total Account Indebtedness, Hampshire will terminate
the Program and liquidate shares sufficient to repay the indebtedness. All
Programs are ten years in length. Upon Program conclusion, loan balances and
accrued interest become due.
14 of 54
1. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Nature of Operations and Transactions with Affiliates (continued)
- ------------------------------------------------------------------
Collateral loans receivable from Participants were $52,979,267 (including
accrued interest of $1,365,191) at December 31, 1996. Annual amounts due to
Hampshire under collateral notes receivable were as follows:
1997 1998 1999 2000 2001 2002-2006
---- ---- ---- ---- ---- ---------
Collateral loans receivable
(in millions) $3.4 $2.9 $4.1 $6.6 $9.2 $26.8
Substantially all general and administrative expenses are allocated to Hampshire
by CASC in accordance with mutually agreed upon cost allocation methods that
Hampshire and CASC believe reflect a proportional allocation of common expenses
and which are commensurate for the performance of the applicable duties.
Recognition of Revenues and Expenses
- ------------------------------------
Interest on collateral notes receivable and administrative fees charged to
Participants for establishing and maintaining Programs are recognized as revenue
when earned. Partnership syndication fees represent fees earned by Hampshire
Syndications, Inc. as a participating general partner of certain limited
partnerships. No syndication fees were earned in either 1996 or 1994; $5,385 was
earned in 1995.
Cash Equivalents
- ----------------
Cash equivalents include cash invested in securities purchased under repurchase
agreements and short-term corporate notes, all of which have remaining
maturities of three months or less at the date of purchase.
On December 20, 1996, Hampshire entered into a reverse repurchase agreement with
Fleet Bank (Bank) in the amount of $208,000. The agreement matures on
January 24, 1997. This reverse repurchase agreement is included in cash
equivalents in the accompanying consolidated balance sheet. Hampshire requires
that the market value of the underlying securities provided as collateral for
repurchase agreements be a minimum of 100% of their contractual resale price to
the Bank.
Short-term corporate notes are carried at cost which approximates market value.
Reclassifications
- -----------------
Certain previously reported amounts have been reclassified to conform with the
1996 presentation.
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2. Change in Accounting Principles
-------------------------------
Effective January 1, 1994, Chubb Life and Hampshire adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits". SFAS No. 112 requires that
the expected cost of providing post employment benefits, principally severance,
disability and unemployment benefits, to former or inactive employees, their
beneficiaries and covered dependents be accrued during the years that the
employees render the necessary service. Prior to 1994, the pay as you go, or
cash method was used to recognize the cost of these benefits. The cumulative
effect of this change as of January 1, 1994 and Hampshire's allocated portion of
such costs have been immaterial to Hampshire.
3. Federal Income Taxes
--------------------
The operations of Hampshire are included in the consolidated federal income tax
return of Chubb. Federal income tax is allocated by Chubb Life as if Hampshire
filed a separate income tax return. Deferred tax assets and liabilities are
recognized for the expected future tax effects attributable to temporary
differences between the financial reporting and tax bases of assets and
liabilities, based on enacted tax rates and other provisions of tax law. Federal
income taxes have been provided at the statutory rate of 35% in 1996, 1995 and
1994.
Hampshire made income tax payments to Chubb of $134,982, $59,326 and $336,577 in
1996, 1995 and 1994, respectively.
4. Retirement Benefits
-------------------
Hampshire participates in the Pension Plan for the Employees of Chubb Life and
Participating Affiliates, a defined benefit plan, which covers substantially all
of its employees. Accumulated plan benefits, plan net assets and net periodic
pension costs by component for Hampshire are not determinable. Costs allocated
by Chubb Life to Hampshire during 1996, 1995 and 1994 relative to the Pension
Plan were $18,022, $24,218 and $24,269, respectively.
Certain health and life insurance benefits for all eligible retired employees
are provided by Chubb Life. Benefits are paid as covered expenses are incurred.
Health care coverage is contributory. Retiree contributions vary based upon a
retiree's age, type of coverage and years of service with Hampshire. Life
insurance is noncontributory. The expected cost of providing these
postretirement benefits to employees and their beneficiaries and covered
dependents are being accrued during the years that the employees render the
necessary service.
5. Option and Incentive Plans
--------------------------
As a subsidiary of Chubb, Hampshire and its employees are eligible to
participate in the following option and incentive plans:
The Employee Stock Ownership Plan (ESOP) is funded through semi-annual
contributions in amounts determined at the discretion of Chubb's Boards of
Directors. A portion of Chubb common stock is allocated to eligible
employees as contributions are made by Chubb.
The Capital Accumulation Plan, a savings plan, is funded by employee
contributions. Hampshire makes a matching contribution equal to 100% of each
eligible employee's pre-tax elective contributions, up to 4% of the
employee's compensation. Contributions are invested at the election of the
employee in Chubb's common stock or in various other investment funds.
16 of 54
Hampshire's proportionate share of costs related to these option and incentive
plans were $41,182, $36,247 and $39,394 for the years ended December 31, 1996,
1995 and 1994, respectively.
Total costs allocated by Chubb Life to Hampshire, during the year presented
relative to the above benefits, have been included in General and Administrative
expenses in the accompanying financial statements.
6. Loan Agreements
---------------
On October 23, 1996, Hampshire entered into a Revolving Loan Agreement with a
non-affiliate, SunTrust Bank of Atlanta, Georgia ("SunTrust"). This revolving
loan agreement provides loan arrangements for advances up to $60,000,000 and
expires on October 22, 2001. The agreement contains restrictions on equity and
indebtedness with other non-affiliates. All indebtedness and obligations of
Hampshire, under the loan agreement, are guaranteed by Chubb Life. The revolving
loan agreement with SunTrust replaced Hampshire's loan agreements with its
affiliates, Chubb Life and Colonial, which provided for advances not to exceed
$20,000,000 and $29,000,000, respectively. As all advances under affiliated loan
agreements became due during October and November of 1996, Hampshire borrowed
amounts under the new loan agreement with SunTrust and paid Chubb Life and
Colonial the outstanding principal and interest. At December 31, 1996, Hampshire
had no loans outstanding to affiliates.
The interest rate on advances made under the SunTrust loan agreement is variable
and based on short-term interest rates. At December 31, 1996, Hampshire had
borrowed $50,500,000 under the agreement at rates that ranged from 5.65% to
5.78%. The interest rates on amounts borrowed from affiliates during 1996 ranged
from 5.05% to 8.95%. At December 31, 1995, Hampshire had borrowed $26,000,000
under it loan agreement with Colonial and $18,200,000 under its loan agreement
with Chubb Life.
Interest paid, including prepayments, on loan agreements was $2,305,279,
$2,420,786 and $1,751,527 in 1996, 1995 and 1994, respectively.
7. Subsequent Event
----------------
On February 24, 1997, The Chubb Corporation announced that it had signed a
definitive agreement to sell Chubb Life and its subsidiaries to Jefferson-Pilot
Corporation. The sale is subject to regulatory approvals.
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Item 9 - Changes in and Disagreements With Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
Not Applicable
PART III
Item 10 - Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
The following sets forth information relating to Directors and Executive
Officers of the Company as of December 31, 1996.
Name/(1)/ Age Position/(2)/
---- --- --------
Ronald J. Angarella 37 President, Chairman and Director
Ernest J. Tsouros 63 Director
Frederick H. Condon 61 Director
John A. Weston 37 Treasurer, Principal Financial and
Accounting Officer
Charles C. Cornelio 37 Vice President, General Counsel and Secretary
Carol R. Hardiman 42 Vice President, Administration
Shari J. Lease 42 Assistant Secretary
Ronald R. Angarella was elected President and Chairman of the Broker Dealer in
October 1995. Mr. Angarella was elected Senior Vice President of the Parent
Corporation and Vice Chairman of the Broker-Dealer in November 1994. Mr.
Angarella served as Vice President, Staff Management of the Parent Corporation
from September 1992 to November 1994, and Assistant Vice President, Staff
Management of the Parent Corporation from February 1992 to September 1992. From
March 1990 to February 1992 he served as Assistant Vice President, Marketing of
the Broker-Dealer.
Ernest J. Tsouros was elected Director of the Company and the Broker-Dealer in
May 1969. His principal occupation since 1982 has been as Vice President of the
Parent Corporation. He also serves as Vice President of Colonial and the Service
Company.
Frederick H. Condon was elected Director of the Company and the Broker-Dealer in
February 1984. His principal occupation since 1985 has been as Senior Vice
President, General Counsel and Secretary of the Parent Corporation. He serves as
Senior Vice President, General Counsel and Secretary of Colonial, Chubb
Sovereign, and the Service Company and as Vice President and Director of
Hampshire Syndications, Inc.
John A. Weston was elected Treasurer of the Company and the Broker-Dealer in
August 1988. His principal occupation since April of 1995 has been as Assistant
Vice President of the Parent Corporation. He was elected Treasurer of Chubb
Investment Funds, Inc. and Chubb America Fund, Inc. in April 1992, Treasurer of
Chubb Investment Advisory Corporation in May 1992, and Hampshire Syndications,
Inc. in July 1991. From July 1989 to April 1995 Mr. Weston was Mutual Fund
Accounting Officer for the Parent Corporation.
Charles C. Cornelio was elected Vice President, General Counsel and Secretary of
the Company, the Broker-Dealer, and Hampshire Syndications, Inc. in May 1993.
His principal occupation since December, 1996 has been as Executive Vice
President and Chief Administrative Officer of the Parent Corporation. From
December, 1994 to September, 1996 he served as Senior Vice President and Chief
Administrative Officer for the Parent Corporation. From March 1992 to December
1994 he served as Vice President, Counsel and Assistant Secretary for the Parent
Corporation. He also serves as Executive Vice President and Chief Administrative
Officer
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of Colonial and the Service Company and as Vice President, General Counsel to
Chubb Investment Funds, Inc. and Chubb America Fund, Inc. From September 1988 to
October 1989 Mr. Cornelio was Assistant Counsel of the Parent Corporation, and
from October 1989 to June 1991 he was Associate Counsel of the Parent
Corporation. He also serves as a Director of Hampshire Syndications, Inc.
Carol R. Hardiman was elected Vice President, Administration of the Company and
the Broker-Dealer in June 1989. From October 1987 to May 1989, she was Assistant
Vice President of the Company and the Broker-Dealer.
Shari J. Lease was elected Assistant Secretary of the Company and the Broker-
Dealer in December 1994. Her principal occupation since April 1995 has been as
Assistant Vice President and Counsel of the Parent Corporation. Ms. Lease was
elected Secretary of Chubb Investment Funds, Inc. and Chubb America Fund, Inc.,
in April 1992 and Assistant Secretary of Hampshire Syndications, Inc. in May
1994. She served as Associate Counsel of the Parent Corporation from April 1994
to April 1995, Assistant Counsel of the Parent Corporation from October 1990 to
April 1994 and Assistant Secretary of Chubb Investment Funds, Inc. and Chubb
America Fund, Inc. from July 1991 to April 1992.
- --------------------------
/(1)/ There are no family relationships existing between or among any of the
above-listed Directors or Executive Officers.
/(2)/ The term of office of each of the foregoing Directors and Executive
Officers extends until the annual meetings of the shareholders and Board
of Directors or until removed by the Board of Directors.
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Item 11 - Executive Compensation
- --------------------------------
(a) General
-------
The Company pays no remuneration to its Directors and Officers, nor does
it have any agreement, commitment, or plan to pay salaries or
compensation to any Director or Officer on other than a nominal basis.
The Service Company employs all of the personnel who perform business
functions for the Company, which personnel also perform functions for
affiliates of the Company.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The table below sets forth ownership of the Company's issued and
outstanding common stock as of March 15, 1997.
Title of Name and Address Amount and Nature of Percent of
Class of Beneficial Owner Beneficial Ownership Class
-------- ------------------- -------------------- ----------
Common Chubb Life Insurance 50,000 shares of record 100
Company of America
One Granite Place
Concord, New Hampshire
(b) Security Ownership of Management
--------------------------------
None.
Item 13 - Certain Relationships and Related Transactions
- --------------------------------------------------------
(a) Transactions With Management and Others
---------------------------------------
The Company, the Parent Corporation, Colonial and Chubb Sovereign all
have agreements with the Service Company whereby the Service Company
provides service and joint operations. In addition, the Company utilizes
furniture, equipment and fixtures owned by one or more of the Insurance
Companies. The Company pays the Service Company a fee, determined in
accordance with mutually agreed upon cost allocation methods, which the
Companies believe reflect a proportional allocation of common costs and
are commensurate for the performance of the applicable duties.
Prior to October 23, 1996, the Company's funds for financing the Programs
were obtained through Loan Agreements and Company-Lender Agreements
(together the "Agreements") with Colonial and Chubb Life. The Agreements
provided for revolving credit arrangements under which Colonial made
advances to the Company in an amount not to exceed $29,000,000, and Chubb
Life made advances to the Company in an amount not to exceed $20,000,000.
The loans were made at short-term lending rates agreed upon by the
Company.
On October 23, 1996, the Company entered into a Revolving Credit
Agreement with SunTrust Bank. As all advances under affiliated loan
agreements became due during October and November of 1996, the Company
borrowed amounts under the new Revolving Credit Agreement with SunTrust
Bank and paid Chubb Life and Colonial the outstanding principal and
interest. At December 31, 1996, the Company had no loans outstanding to
affiliates.
(b) Certain Business Relationships
------------------------------
See Item 10, Directors and Executive Officers of the Registrant.
20 of 54
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8K
- -------------------------------------------------------------------------
(a) Documents filed as a part of this Report.
1. The following consolidated financial statements of Hampshire
Funding, Inc. and Subsidiary are included in Item 8:
(i) Report of Independent Auditors
(ii) Consolidated Balance Sheets as of December 31, 1996 and
1995
(iii) Consolidated Statements of Income and Retained Earnings for
each of the three years in the period ended December 31,
1996.
(iv) Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1996.
(v) Notes to Consolidated Financial Statements
2. Financial Statement Schedules
All Schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is
included in the financial statements and the notes thereto.
3. Exhibits
(i) Pursuant to Rule 12b-23 and General Instruction G, the
following exhibits required to be filed with this Report
pursuant to the Instructions for Item 14 above are
incorporated by reference from the reference source cited
in the table below.
Reg S-K
Item 601
Exhibit
Table No. Document Reference Source
--------- -------- ----------------
(1) Distribution Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
Chubb Securities Corporation year ended December 31,
dated March 1, 1990 1989, pp. 23-24
(3) (i) Articles of Incorporation Form 10-K, filed
of Company March 15, 1990, for the
year ended December 31,
1989, pp. 25-27
21 of 54
Exhibit
Table No. Document Reference Source
--------- -------- ----------------
(ii) By-Laws of Company Form 10-K, filed
March 15, 1990, for the year
ended December 31, 1989, pp.
28-46
(22) Subsidiaries of the Registrant Form 10-K, filed
March 15, 1990, for the year
ended December 31, 1989, pp.
66
(ii) Filed by enclosure,
Reg S-K
Item 601
(4) (i) Agency Agreement and pp. 24-26
Limited Power of Attorney
(ii) Change in Participant in pp. 27-28
Program
(iii) Disclosure Statement p. 29
(10) (a) Revolving Credit Agreement pp. 30-44
between the Company and
SunTrust Bank, dated
October 23, 1996
(b) Revolving Credit Note pp. 45-46
between the Company and
SunTrust Bank dated
October 23, 1996
(c) Guaranty between Chubb Life pp. 47-53
and SunTrust Bank dated
October 23, 1996
(27) Financial Data Schedule p. 54
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1996.
22 of 54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
DATE: March 18, 1997 HAMPSHIRE FUNDING, INC.
By: /s/ RONALD R. ANGARELLA
---------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ RONALD R. ANGARELLA President and Director March 18, 1997
- -------------------------------
Ronald R. Angarella
/s/ FREDERICK H. CONDON Director March 18, 1997
- -------------------------------
Frederick H. Condon
/s/ ERNEST J. TSOUROS Director March 18, 1997
- -------------------------------
Ernest J. Tsouros
/s/ JOHN A. WESTON Treasurer, Principal Financial March 18, 1997
- ------------------------------- and Accounting Officer
John A. Weston
23 of 54