SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(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
OR
[_] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________________ to ____________________
Commission file number 1-8993
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
VALLEY GROUP EMPLOYEES' 401(K) SAVINGS PLAN
c/o Valley Insurance Company
2450 14th Avenue S.E.
P.O. Box 1119
Albany, Oregon 97321
(541) 928-2344
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
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, thereunto duly authorized.
Valley Group Employees'
401(K) Savings Plan
Date: June 26, 1997 By: /s/ Stuart E. Olson
----------------------------------
Name: Stuart E. Olson
Title: Trustee
and: /s/ Kenneth R. Hisel
---------------------------------
Name: Kenneth R. Hisel
Title: Trustee
and: /s/ Carey D. Benson
---------------------------------
Name: Carey D. Benson
Title: Trustee
Explanatory Note
This Annual Report on Form 11-K is being filed so that it may be
incorporated by reference into a Registration Statement on Form S-8 which Fund
American Enterprises Holdings, Inc. is filing with respect to shares of Common
Stock, $1.00 par value per share, of Fund American Enterprises Holdings, Inc.
issuable under the Plan.
INFORMATION FILED
The following financial statements and exhibit are filed with, and included
in, this Report:
A. Financial statements for the Plan consisting of:
1. Report of Independent Auditors
2. Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995
3. Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1996 and 1995
4. Notes to Financial Statements
5. Schedule of Assets held for Investment Purposes
6. Schedule of Reportable Transactions
B. Exhibit:
23(a) Consent of Coopers & Lybrand L.L.P.
VALLEY GROUP
EMPLOYEES' 401(k) SAVINGS PLAN
------------------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1996 and 1995
Valley Group
Employees' 401(k) Savings Plan
Table of Contents
Page
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits at
December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available for
Plan Benefits for the years ended December 31,
1996 and 1995 3
Notes to Financial Statements 4
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1996 12
Item 27d - Schedule of Reportable Transactions for the year
ended December 31, 1996 13
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
Report of Independent Accountants
Board of Directors
Valley Group Employees' 401(k) Savings Plan
Albany Oregon
We have audited the accompanying statements of net assets available for plan
benefits of the Valley Group Employees' 401(k) Savings Plan as of December 31,
1996 and 1995, and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our 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 net assets available for plan benefits of the Valley
Group Employees' 401(k) Savings Plan as of December 31, 1996 and 1995, and the
changes in net assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audit of the 1996 financial statements was performed 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 reportable
transactions as of and for the year ended December 31, 1996 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental 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 in relation to the basic 1996 financial statements taken as a whole.
The supplemental schedules that accompany the Plan's financial statements do not
disclose the historical cost of certain Plan assets. Disclosure of this
information is required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
Coopers & Lybrand L.L.P.
Portland, Oregon
June 4, 1997
1
Valley Group
Employees' 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
1996 1995
Investments:
Funds on deposit with Employers Life Insurance
Company of Wausau $4,857,680 $2,114,486
Loans to participants 43,457 15,358
---------- ----------
Total investments $4,901,137 $2,129,844
Receivables:
Employer contributions 10,785 14,120
Employee contributions 26,253 35,065
---------- ----------
Net assets available for plan benefits $4,938,175 $2,179,029
========== ==========
The accompanying notes are an integral part of the financial statements.
2
Valley Group
Employees' 401(k) Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1996 and 1995
1996 1995
Additions to net assets attributed to:
Investment income $ 428,867 $ 301,469
---------- ----------
Contributions:
Employer contributions 696,301 131,442
Employee contributions 267,255 343,718
Employee rollovers 1,660,878 1,757
---------- ----------
2,624,434 476,917
---------- ----------
Total additions 3,053,301 778,386
Deductions from net assets attributed to:
Benefits paid 294,155 38,070
---------- ----------
Net increase in net assets available for
plan benefits 2,759,146 740,316
Net assets available for plan benefits:
Beginning of year 2,179,029 1,438,713
---------- ----------
End of year $4,938,175 $2,179,029
========== ==========
The accompanying notes are an integral part of the financial statements.
3
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements
1. The Plan:
Description of Plan
The following brief description of the Valley Group Employees' 401(k)
Savings Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information. Participants in the Plan include employees of Valley Pacific,
Inc. and The Charter Group Inc. (the Companies).
The Plan was originally established on January 1, 1988 to provide
retirement benefits for eligible employees of Valley Pacific, Inc.
Effective December 1, 1995, the Plan was amended to include the employees
of the Charter Group, Inc. and the Plan's name was changed to the Valley
Group Employees' 401(k) Savings Plan.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Companies
contribute to the Plan the total amount of salary reduction an employee
elects to defer. Employees may elect to defer from 1% to 15% of their
monthly salary (limited to an annual maximum of $9,500 and $9,240 in 1996
and 1995, respectively). The Companies provide matching contributions equal
to fifty (50) percent of an employee's elective contribution. In applying
the matching percentage, only salary reductions up to six (6) percent of an
employee's contributed compensation will be considered. The Companies may
also choose to make an additional discretionary contribution to the Plan.
The Companies contributions are allocated based on the amount of each
employee's compensation in relation to total compensation for all
participating employees.
The Plan is sponsored and administered by the Companies. The Companies have
appointed certain company management as trustees who are responsible for
management of the Plan's assets. Expenses related to administration of the
Plan are paid by the Companies.
Eligibility and Participation
Employees of the Companies must complete ninety days of service and have
attained the age of 21 to become eligible for participation in the Plan. An
employee becomes a member of the Plan on the first day of the calendar
quarter following completion of the eligibility requirements.
Rollover contributions represent vested account balances transferred by
participants of the Plan. During 1996, employees of The Charter Group, Inc.
(Charter) that participated in Skandia Direct Operations Employee 401(k)
Plan and the Skandia Direct Operation Retirement Plan were given the option
to rollover their account balances to the Plan or any other qualified
retirement plan. In addition, Valley Pacific Inc. employees who
participated in the Skandia Direct Operations Retirement Plan were also
given the option to rollover their account balances to the Plan or any
other qualified retirement plan. Rollovers from these retirement plans
totaled $1.1 million in 1996.
Vesting
Participants are always 100% vested in employee contributions and rollover
contributions plus interest earned on these amounts.
The Plan provides for full (100%) vesting of the Companies contributions
from the first day of participation if employed prior to December 1, 1995.
If employed after December 1, 1995, participants become vested in Company
contributions based on years of service as follows:
4
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
1. The Plan, Continued:
Vesting, Continued
Years of Service Percentage
---------------- ----------
1 20 %
2 40
3 60
4 80
5 100
Forfeitures
Plan participants who terminate employment for reasons other than
retirement, death, or disability will receive the vested portion of their
account only. Amounts forfeited due to terminations of employment will be
used to reduce the Companies' future contributions to the Plan.
Participant Loans
The Plan allows loans to participants up to a maximum amount of 50% of the
participant's vested balance not to exceed $50,000. Loan provisions provide
for a term generally not to exceed five years, with interest rates and
repayment schedules to be determined by the Plan administrator. The
interest rates on participant loans outstanding at December 31, 1996 range
from 10.25% to 11.25%.
Payment of Benefits
Each participant's accrued benefits, including allocations of Plan
earnings, may be paid to the participant upon retirement, death,
disability, resignation, discharge, or proven hardship. A participant may
elect to receive either a lump-sum amount equal to their account balance or
fixed percentage payments as described in the Plan document.
Asset Management
The trustees of the Plan have appointed Employers Life Insurance Company of
Wausau (Wausau) as the recordkeeper and custodian of the Plan's assets.
5
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
1. The Plan, Continued
Plan Termination
Although it has not expressed any intent to do so, the Companies have the
right, under the Plan, to suspend contributions, to discontinue
contributions, or to terminate the Plan at any time. In the event of
termination, the accounts of the members of the Plan are fully vested and
nonforfeitable.
2. Summary of Significant Accounting Policies:
Basis of Presentation
The accompanying statements of net assets available for plan benefits and
changes in net assets available for plan benefits have been prepared on an
accrual basis of accounting in accordance with generally accepted
accounting principles.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the changes in net assets available
for plan benefits during the reporting period. Actual results could differ
from those estimates.
Risks and Uncertainties
The plan provides for investment options in mutual funds and other
investment securities. Investment securities are exposed to various risks,
such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participant's account balances and the amounts reported in the
statement of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits.
Investments
The Plan provides for participant-directed investment programs with
Employers Life Insurance Company of Wausau.
The Plan's investments are stated at fair value, except for its investment
in the Group Annuity Contract, which is valued at contract value, which
approximates fair value. Contract value represents contributions made under
the contract, plus interest earned, less funds withdrawn and allocated for
retired plan participants. Guaranteed interest rates were 6.4% and 6.6% in
1996 and 1995, respectively. If a contract is terminated before its
maturity date, the proceeds may be reduced by a market value adjustment.
The contract investments are high quality intermediate term corporate bonds
and mortgages.
Pooled separate account balances recorded at fair value and increase and
decrease with contributions, withdrawals, and realized and unrealized gains
and losses from the assets in the accounts. The value of each separate
account is determined at the close of each business day based on market
values of the underlying assets. Gain or loss on investments in pooled
separate accounts sold during the year is based on their inventory value
(market value at the beginning of the period or cost if purchased prior
to the beginning of the period).
Increase or decrease in the value of investments held in pooled separate
accounts at year end is based on the difference between the market value of
such investments at the end of the year and their inventory value.
Loans to participants are stated at cost less principal paydowns.
6
Valley Pacific, Inc.
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
2. Summary of Significant accounting Policies, Continued:
The Plan presents the statements of changes in net assets available for
plan benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and unrealized
appreciation (depreciation) on those investments.
Income Taxes
On June 12, 1995, the Internal Revenue Service approved qualification of
the form of the Plan under the provisions of Section 401(k) and 401(a) of
the Internal Revenue Code. The Plan has subsequently been amended. H0wever,
the Plan administrator believes that the Plan, as amended, is designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code to continue qualification of the Plan and its
exemption from Federal income taxes.
Reclassifications
Certain reclassifications have been made in prior years to conform with the
current year presentation.
7
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
3. Investments:
Investments, at fair value, that represent five percent or more of the
Plan's net assets at December 31, 1996 and 1995 are separately identified
as follows:
1996 1995
Employers Life Insurance Company of Wausau:
Group Annuity Contract - #01054 $1,292,953 $ 749,089
Neuberger & Berman Guardian Fund 854,767 364,798
Fidelity Magellan Fund 821,122 327,816
Fidelity Puritan Fund 571,523 352,037
Oppenheimer Global Fund 526,235 125,505
Twentieth Century Ultra Investors Fund 727,117 195,241
4. Allocation of Net Assets:
The Plan provides for funds to be invested in separate investment programs.
Following are the changes in net assets available during 1996 and 1995 as
allocated to the separate investment programs:
Pooled Separate Accounts
--------------------------------------------------------------------------------
20th
Neuberger Century
Group & Berman Fidelity Fidelity Oppenheimer Ultra Dreyfus
Annuity Guardian Magellan Puritan Global Investors A Bonds
1996 Contract Fund Fund Fund Fund Fund Plus Fund
- ------------------ ----------- ----------- ----------- ------------ ----------- ----------- ------------
Additions to net assets
attributed to:
Employer contributions $ 52,495 $ 47,083 $ 59,556 $ 29,097 $ 25,241 $ 55,459 $ 1,595
Employee contributions 126,824 128,604 153,151 80,425 64,452 147,555 4,154
Employee rollovers 424,611 295,218 347,510 237,247 117,270 200,768 13,866
Investment Income 67,433 110,406 67,657 65,644 49,749 61,640 2,910
------ ------- ------ ------ ------ ------ -----
671,363 581,311 627,874 412,413 256,712 465,422 22,525
Deductions from net
assets attributed to:
Benefit payments (71,409) (79,965) (36,973) (62,831) (12,895) (24,780)
-------- -------- -------- -------- -------- -------- ------
Net increase (decrease)
in assets available for
plan benefits 599,954 501,346 590,901 349,582 243,817 440,642 22,525
Net assets transferred by
participant directive (56,090) (11,377) (97,595) (130,096) 156,913 91,234 41,438
Net assets available for
plan benefits:
Beginning of year 749,089 364,798 327,816 352,037 125,505 195,241
------- ------- ------- ------- ------- ------- ------
End of year $1,292,953 $854,767 $821,122 $571,523 $526,235 $727,117 $63,963
========== ======== ======== ======== ======== ======== =======
Loans to Contributions
Participants Receivable Total
------------- ----------- -----
Additions to net assets
attributed to:
Employer contributions $ (3,271) $ 267,255
Employee contributions (8,864) 696,301
Employee rollovers $ 24,388 1,660,878
Investment Income 3,428 428,867
----- ------- -------
27,816 (12,135) 3,053,301
Deductions from net assets
attributed to:
Benefit payments (5,302) (294,155)
------- ------- ---------
Net increase (decrease)
in assets available for
plan benefits 22,514 (12,135) 2,759,146
Net assets transferred by
participant directive 5,585 (12)
Net assets available for
plan benefits:
Beginning of year 15,358 49,185 2,179,029
------ ------ ---------
End of year $ 43,457 $ 37,038 $4,938,175
======== ======== ==========
Pooled Separate Accounts
-------------------------------------------------------------------
20th
Neuberger Century
Group & Berman Fidelity Fidelity Oppenheimer Ultra
Annuity Guardian Magellan Puritan Global Investors
1995 Contract Fund Fund Fund Fund Fund
- ---------------------- ----------- ----------- ----------- ------------ ----------- -----------
Additions to net assets:
Employer contributions $ 40,452 $ 18,278 $ 21,363 $ 15,323 $ 10,615 $ 15,509
Employee contributions 101,294 49,306 57,503 42,606 27,157 39,879
Employee rollovers 527 439 439 352
Investment income 46,787 70,238 67,735 52,298 15,859 47,797
------ ------ ------ ------ ------ ------
189,060 138,261 147,040 110,579 53,631 103,185
Deductions from net assets
attributed to:
Benefit payments (14,289) (3,486) (7,769) (6,222) (3,191) (3,113)
-------- ------- ------- ------- ------- -------
Net increase in assets
available for plan
benefits 174,771 134,775 139,271 104,357 50,440 100,072
Net assets transferred by
participant directive (844,892) 230,023 188,545 247,680 75,065 95,169
Net assets available for
plan benefits:
Beginning of year 1,419,210
--------- ------- ------- ------- ------ ------
End of year $749,089 $364,798 $327,816 $352,037 $125,505 $195,241
======== ======== ======== ======== ======== ========
Loans to Contributions
Participants Receivable Total
------------- ----------- -----
Additions to net assets
attributed to:
Employer contributions $ $ 9,902 $ 131,442
Employee contributions 25,973 343,718
Employee rollovers 1,757
Investment Income 755 301,469
--- ------ -------
755 35,875 778,386
Deductions from net assets
attributed to:
Benefit payments (38,070)
------ ------ -------
Net increase in assets
available for plan
benefits 755 35,875 740,316
Net assets transferred by
participant directive 8,410
Net assets available for
plan benefits:
Beginning of year 6,193 13,310 1,438,713
----- ------ ---------
End of year $15,358 $49,185 $2,179,029
======= ======= ==========
8
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
5. Reconciliation of Financial Statements to Form 5500:
Total contributions:
Balance per financial statements $ 2,624,434
1995 contributions receivable 49,185
1996 contributions receivable (37,038)
Classification difference (64)
-----------
Balance per Form 5500 $ 2,636,517
===========
Total investment income:
Balance per financial statements $ 428,867
Classification difference 64
-----------
Balance per Form 5500 $ 428,931
===========
Net assets available for plan benefits
at beginning of year:
Balance per financial statements $ 2,179,029
1995 contributions receivable (49,185)
-----------
Balance per Form 5500 $ 2,129,844
===========
Net assets available for plan benefits
at end of year:
Balance per financial statements $ 4,938,175
1996 contributions receivable (37,038)
-----------
Balance per Form 5500 $ 4,901,137
===========
10
Valley Group
Employees' 401(k) Savings Plan
Notes to Financial Statements, Continued
6. Subsequent Event:
Effective January 1, 1997, the Plan was amended to increase the investment
options available to Plan participants. The Janus Fund, Warburg Pincus Emerging
Growth Fund, Janus Worldwide Fund, Fidelity Advisor High Yield Fund and Dreyfus
S&P 500 Index Fund were added to the list of participant-directed Investment
options available to Plan participants. The amendment also removed the Dreyfus A
Bond Plus Fund, Fidelity Magellan Fund, and Oppenheimer Global Fund from the
list of participant-directed investment options available to Plan participants.
In addition, employees of Fund American Enterprises Holdings Inc., White
Mountains Insurance Company, White Mountains Holdings Inc., and the Upper Valley
Company, were allowed to participate in the Plan. Effective July 1, 1997 and
upon appropriate filing with and acceptance by the Securities and Exchange
Commission, the stock of Fund American Enterprises Holdings, Inc. will be added
to the list of participant directed investment options.
11
Valley Group
Employees' 401(k) Savings Plan
Line 27a - Supplemental Data Required by the Department of Labor
Schedule of Assets Held for Investment Purposes
December 31, 1996
(b) (c) (e)
Identity of Description (d) Current
Issue, Borrower of Investment Cost Value
- ------------------ ------------- ---- -----
Employers Life
Insurance Company
of Wausau:
Group Annuity Contract - 6.4%
#01054 $1,292,953 $1,292,953
Neuberger & Berman Guardian
Fund - pooled separate account (1) 854,767
Fidelity Puritan Fund - pooled
separate account (1) 571,523
Fidelity Magellan Fund - pooled
separate account (1) 821,122
Twentieth Century Ultra
Investors fund - pooled
separate account (1) 727,117
Oppenheimer Global Fund -
pooled separate account (1) 526,235
Dreyfus A Bond Plus Fund -
pooled separate account (1) 63,963
---------- ----------
$1,292,953 $4,857,680
Participant loans Interest rate, 10.25% to ========== ==========
11.25% $ - 43,457
========== ==========
(1) Cost not available.
12
Valley Group
Employees' 401(k) Savings Plan
Supplemental Data Required by the Department of Labor
Item 27d-Schedule of Reportable Transactions
for the year ended December 31, 1996
(Unaudited)
The following represents any transaction or series of transactions during 1996
which included an amount in excess of five percent of the current value of Plan
assets as of December 31, 1995.
(h)
Current
Value of
(a) (b) (c) (d) (g) Asset on
Identity of Description Purchase Selling Cost of Transaction Number of
Party Involved of Asset Price Price Asset Date Transactions
- ------------------ -------- ----- ----- ----- ----------- ------------
Nationwide Life Pooled separate account -
Insurance Company Neuberger & Berman
Guardian Fund $ 468,355 $ 468,355 $ 468,355 (1)
Employers Life Insurance Group Annuity Contract -
Company of Wausau: 6.4% #01054 602,380 602,380 602,380 (1)
Pooled separate account -
Fidelity Puritan Fund $ 126,128 (2) 126,128 (1)
Pooled separate account -
Fidelity Puritan Fund 344,428 344,428 344,428 (1)
Pooled separate account -
Twentieth Century Ultra
Investors Fund 402,779 402,779 402,799 (1)
Pooled separate account -
Fidelity Magellan Fund 551,466 551,466 551,466 (1)
Pooled separate account -
Oppenheimer Global Fund 160,794 160,794 160,794 (1)
Pooled separate account -
Oppenheimer Global Fund 206,161 206,161 206,161 (1)
(1) Number of transactions not available.
(2) Cost is not available.
13
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
23(A) Consent of Independent Accountants, Coopers & Lybrand
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Annual Report on Form 11-K of our reports
dated June 4, 1997, on our audits of the financial statements of the Valley
Group Employees' 401(k) Savings Plan as of December 31, 1996 and 1995 and for
the years then ended.
Coopers & Lybrand L.L.P.
Portland, Oregon
June 27, 1997
