-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWTciGZgkHktC1jX0wujiAe+GehmKnlcLP70rIKexW2tX2YYWzH56fdWtAr2h042 4vi8eWFdZlIFmSNGFW0D2w== 0000049588-96-000016.txt : 19960807 0000049588-96-000016.hdr.sgml : 19960807 ACCESSION NUMBER: 0000049588-96-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960806 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICH CORP /DE/ CENTRAL INDEX KEY: 0000049588 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 436069928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07697 FILM NUMBER: 96604473 BUSINESS ADDRESS: STREET 1: 500 N AKARD ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149547111 MAIL ADDRESS: STREET 1: P.O. BOX 2699 STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN LIFE CORP DATE OF NAME CHANGE: 19940808 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP/CONSOL NAT/RTS/CFR/MOD AMER LIFE INS/SW LIFE INS/CF DATE OF NAME CHANGE: 19930505 8-K 1 JULY MONTHLY OPERATING REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 1996 I.C.H. Corporation (Exact name of registrant as specified in its charter) Delaware 1-7697 43-6069928 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 North Akard Street Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 954-7111 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. ICH Corporation, a Delaware corporation (the "Corporation") filed a voluntary petition with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the "Bankruptcy Court") under Chapter 11 of the United States Bankruptcy Code (the "Code"), Case No. 395-36351-RCM-11, on October 10, 1995. The Corporation is required to file Monthly Operating Reports with the Bankruptcy Court and the United States Trustee pursuant to Bankruptcy Rule 2015 and the United States Trustee's Operating Guidelines and Reporting Requirements for Chapter 11 Cases. In connection therewith, attached hereto as exhibit 99 is the Monthly Operating Report for the Month Ending June 1996, filed with the Bankruptcy Court on July 22, 1996. Item 7. Financial Statements and Exhibits. (c) Exhibits 99 Financial Report for June 1996. 1 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. I.C.H. CORPORATION Date: July 23, 1996 By: /s/Susan A. Brown ---------------------------------------- Susan A. Brown, Chairman of the Board, Director, Co-Chief Executive Officer, Chief Financial Officer and Treasurer 2
Index to Exhibits Sequentially Numbered Exhibit Number Description Pages 99 Monthly Operating Report for the Month Ending 44 June 1996, filed with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case No. 395-36351-RCM-11.
CASE NAME: I.C.H. CORPORATION ACCRUAL BASIS CASE NUMBER: 395-36351-5CM-11 02/13/95 JUDGE: HON. ROBERT MCGUIRE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION MONTHLY OPERATING REPORT MONTH ENDING: JUNE, 1996 IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-6) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE. RESPONSIBLE PARTY: DIRECTOR, CHAIRMAN OF THE BOARD, CO-CHIEF EXECUTIVE OFFICER, /s/SUSAN A. BROWN CHIEF FINANCIAL OFFICER AND TREASURER - --------------------------------------- ------------------------------------ ORIGINAL SIGNATURE OF RESPONSIBLE PARTY TITLE SUSAN A. BROWN 7/22/96 - --------------------------------------- ------------------------------------ PRINTED NAME OF RESPONSIBLE PARTY DATE PREPARER: VICE PRESIDENT - FINANCIAL REPORTING /s/DAVID A. COMMONS SOUTHWESTERN FINANCIAL SERVICES CORP. - --------------------------------------- ------------------------------------ ORIGINAL SIGNATURE OF PREPARER TITLE DAVID A. COMMONS 7/22/96 - --------------------------------------- ------------------------------------ PRINTED NAME OF PREPARER DATE I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996 ACCRUAL BASIS-1
COMPARATIVE BALANCE SHEET Schedule June 30 May 31 Reference Balances Balances ASSETS 1. Unrestricted cash 1.A $686,545 $58,481 Short-term investments 1.B 90,092,078 86,208,801 2. Restricted cash & short-term investments 1.C 103,366,794 102,949,958 ------------ ------------ 3. Total cash 194,145,417 189,217,240 4. Accounts receivable 4.A 29,059 24,987 Federal income tax refund 4.B 786,100 786,100 Income tax recoverable from purchaser 4.C 7,848,517 7,848,517 6. Notes receivable 6.A 27,581,800 27,581,800 10.Investment real estate 10.A 4,400,000 4,400,000 13.Due from insiders 0 0 15.Investment in subsidiaries 15.A 109,536,732 109,905,257 Investment common stocks & bonds 15.B 40,444,706 40,496,609 Distribution & liquidation interest in CFSB 15.C 18,000,000 18,000,000 Tax indemnification 15.D 24,600,000 24,600,000 Other assets 15.E 1,459,702 4,178,550 ------------ ------------ Total assets $428,832,033 $427,039,060 ============ ============ POSTPETITION LIABILITIES 17.Accounts payable and accrued expenses 27.C 1,566,998 966,234 Accrued interest 27.B 19,911 17,648 18.Taxes payable 25.A 84 37 ------------ ------------ Total postpetition liabilities 1,586,993 983,919 ------------ ------------ PREPETITION LIABILITIES 24.Secured notes payable 24.A 30,323,863 30,323,863 25.Accrued taxes 25.A 20,026,257 17,430,046 26.Unsecured notes payable 26.A 372,162,000 372,162,000 27.Accrued interest 27.B 15,673,899 15,674,618 Other liabilities 27.C 18,551,153 18,695,756 ------------ ------------ Total prepetition liabilities 456,737,172 454,286,283 ------------ ------------ EQUITY 30.Prepetition owners' equity (deficit) (108,884,661) (108,884,661) 31.Postpetition cumulative profit 72,287,850 73,496,937 32.Change in unrealized gains 7,104,679 7,156,582 ------------ ------------ Total equity (29,492,132) (28,231,142) ------------ ------------ TOTAL PREPETITION LIABILITIES, POSTPETITION LIABILITIES AND EQUITY $428,832,033 $427,039,060 ============ ============
I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
CASH IN BANKS- UNRESTRICTED June 30 May 31 Account Name Account No. Bank of Louisville 2449-393-8 $4,139.82 $4,139.82 Operating Account Bank of Louisville 2449-390-3 64,951.96 64,972.62 General Account Bank One 90484306 6,044.76 2,696.37 Custody Account Bank One 100171305 575,458.09 (28,833.98) Operating Account First Farmers 70-007-419 17,959.05 5,717.87 Dining Room Account First Farmers 70-007-427 17,291.00 9,088.00 Pro Shop Account Petty Cash @ Perry Park 700.00 700.00 ----------- ---------- Total unrestricted cash in banks $686,544.68 $58,480.70 =========== ==========
SCHEDULE 1A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
SHORT TERM INVESTMENTS June 30 May 31 United States Treasury Bills 4.89% Due 06/06/96 $0.00 $13,490,784.94 United States Treasury Bills 4.89% Due 06/13/96 0.00 11,980,341.20 United States Treasury Bills 4.97% Due 08/01/96 13,442,023.65 0.00 United States Treasury Bills 5.02% Due 06/20/96 0.00 11,968,108.83 United States Treasury Bills 5.00% Due 08/15/96 19,874,686.72 0.00 United States Treasury Bills 4.98% Due 06/20/96 0.00 10,472,341.28 Bank of Louisville Repurchase Agreement 4.80% Due 07/5/96 80,685.12 0.00 Bank of Louisville Repurchase Agreement 4.80% Due 06/5/96 0.00 80,363.67 Bank One Texas Time Deposit 5.750% Due 06/03/96 0.00 1,300,000.00 Bank One Texas Time Deposit 5.5000% Due 07/01/96 7,170,000.00 0.00 United States Treasury Bills 5.040% Due 08/29/96 19,834,545.20 0.00 United States Treasury Bills 4.95% Due 06/13/96 0.00 12,978,544.10 Unites States Treasury Bills 4.85% due 6/20/96 0.00 23,938,317.37 Unites States Treasury Bills 5.09% due 9/12/96 24,741,562.61 0.00 United States Treasury Bills 5.06% Due 9/12/96 4,948,574.34 0.00 -------------- -------------- Total short-term investments $90,092,077.64 $86,208,801.39 ============== ==============
SCHEDULE 1.B I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
RESTRICTED CASH AND SHORT TERM INVESTMENTS Account Name Account No. June 30 May 31 Latter & Blum Property 0005-65040 $31,633.79 $32,733.41 Management, Inc. As Agent of Republic Tower Rental Trust Account ICH & CFC (1) 40 75k012013 1,180.60 1,389.60 Tax Ind Escrow 40 75k012005 Purchase Price Escrow Texas Commerce Bank (2) 088-05177043 1,612.50 1,627.79 Upfront Buyer Expenses Texas Commerce Bank (2) 088-05177035 2,210.16 2,235.78 Expense Collateral Account Texas Commerce Bank (2) 088-05176995 5,777.78 5,777.78 Termination Collateral Account ICH & Southwest Financial Corp.(3) 3855124256 0.00 (430.05) Escrow Account United States Treasury Bills(1) 5.095% due 9/19/96 367,781.57 366,040.19 Fidelity Institutional Cash Due 12/31/96 at Maturity 144,334.72 142,847.10 United States Treasury Bills (3) 7.782% Due 6/06/96 0.00 102,397,736.82 United States Treasury Bills(3) 4.86% Due 7/5/96 102,812,263.18 0.00 -------------- --------------- Total restricted cash and short term investments $103,366,794.30 $102,949,958.42 =============== =============== (1) Escrows established related to sale of Integrity National Life Insurance Company to Citizens Financial Corporation. (2) Escrows established related to proposed sale to Shinnecock Holdings Inc. (3) Escrows established related to sale to Southwestern Financial Corp.
SCHEDULE 1.C I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
ACCOUNTS RECEIVABLE June 30 May 31 Perry Park: Maintenance Fees Receivable $139,958.77 $139,274.78 Water/Sewer Accounts Receivable 1,484.65 1,307.20 Allowance for doubtful accounts (130,000.00) (130,000.00) ----------- ----------- 11,443.42 10,581.98 Other - Due from FMI 3,210.69 0.00 HM/Jackson Products, L.P. 14,405.02 14,405.02 ----------- ----------- Total $29,059.13 $24,987.00 =========== ===========
SCHEDULE 4.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
FEDERAL INCOME TAX REFUND DUE June 30 May 31 1993 Form 1120X Refund $786,100.00 $786,100.00 =========== ===========
SCHEDULE 4.B I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
FEDERAL INCOME TAX RECOVERABLE FROM PURCHASER ON SALE OF SUBSIDIARIES June 30 May 31 Due from Southwestern Financial Corporation for income tax settlement from sale of Southwestern Life, Union Bankers, Constitution and Marquette $7,848,517.00 $7,848,517.00 ============= =============
SCHEDULE 4.C I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
NOTES RECEIVABLE June 30 May 31 Victor Sayyah Citibank Prime + 0.5% Due 10/15/2001 $27,000,000.00 $27,000,000.00 Ballard Texas Properties (1) 8.0% Due 10/31/02 581,800.00 581,800.00 -------------- -------------- Total notes receivable $27,581,800.00 $27,581,800.00 ============== ============== NOTES (1) Promissory note secured by Las Villas Apts. Houston, Texas
SCHEDULE 6.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
INVESTMENT REAL ESTATE June 30 May 31 DESCRIPTION Perry Park $4,634,116.10 $4,634,116.10 Allowance for loss on Perry Park (3,049,462.30) (3,049,462.30) Republic Tower - Office Bldg 2,000,000.00 2,000,000.00 Baton Rouge, Louisiana - Land 1,125,000.00 1,125,000.00 Allowance for loss on land (640,000.00) (640,000.00) Ponderosa Inn, Burley ID - Golf Course 844,599.55 844,599.55 Deltona Lakes, Florida - Land 1,213.00 1,213.00 Additional Allowance for Loss (Unallocated) (515,466.35) (515,466.35) ------------- ------------- Total investment real estate $4,400,000.00 $4,400,000.00 ============= =============
SCHEDULE 10.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
INVESTMENT IN SUBSIDIARIES June 30 May 31 SWL Holding Corporation $0.00 $0.00 Care Financial Corporation 99,371,101.00 99,371,101.00 SLC Financial Services 240,541.00 240,541.00 Facilities Management Installation 9,364,344.00 9,732,869.00 BML Agency 560,746.41 560,746.41 --------------- --------------- Investment in Affiliates $109,536,732.41 $109,905,257.41 =============== ===============
NOTES: (a) Bankers Multiple Line Insurance Company ("BML"), a wholly-owned subsidiary of Care Financial Corporation, sold Modern American Life Insurance Company and Western Pioneer Life Insurance Company as of June 28, 1996. Net proceeds to BML of the sale of Modern American and Western Pioneer were approximately $27 million, including certain real estate and mineral interests valued at $11 million distributed to BML by Modern American and Western Pioneer in connection with the sale. BML also received an assignment of any federal income tax refunds payable to Modern American for periods prior to January 1, 1996. In addition, BML sold Philadelpia American Life Insuramce Company. BML utilized approximately $6 million of the proceeds from the sale to purchase certain securities, real estate, limited partnership interests and reinsurance receivables from Philadelphia American at the closing, as required under the purchase agreement. ICH estimates the net proceeds from the sale of Philadelphia American, the liquidation of the securities, real estate, limited partnership interests, and the settlement of reinsurance receivables assigned to BML by Philadelphia American will total approximately $11 million. SCHEDULE 15.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
INVESTMENT IN COMMON STOCKS AND BOND NUMBER OF SHARES June 30 May 31 Common Stocks (at market value): Commonwealth Industries 200 $200.00 $200.00 Churchill Downs 10,000 360,000.00 415,000.00 XRC Corp. 5,595 559.50 559.50 National Energy Group, Inc. 730 2,555.00 2,098.75 Ky Central Life Insurance Co. 463 46.30 115.75 Ky Investors 300 3,975.00 4,012.50 Worthington Industries 3,667 76,548.63 73,798.38 IMO Industries 2 11.50 14.25 Transamerica Title 10 810.00 810.00 -------------- -------------- Total common stocks $444,705.93 $496,609.13 ============== ============== Change between periods represents change in unrealized ($51,903.20) ============== Bonds - Unaffiliated: Southwestern Financial Corp. 7.0% Due 12/15/2005 40,000,000.00 40,000,000.00 -------------- -------------- Total Common Stocks & Bonds $40,444,705.93 $40,496,609.13 ============== ==============
SCHEDULE 15.B I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
DISTRIBUTION AND LIQUIDATION INTEREST IN CFSB CORPORATION June 30 May 31 Distribution and liquidation interest in CFSB Corporation (Estimated) $18,000,000.00 $18,000,000.00 ============== ==============
NOTE: Letter Agreement dated March 29, 1993, from Consolidated National Corporation, (CNC) to ICH conveying to ICH, and agreeing that ICH has a 27.7% share in, and is entitled to receive 27.7% of, all economic benefits that CNC actually receives pursuant to that certain Agreement dated January 25, 1993 between CNC, James M. Fail and CFSB Corporation. SCHEDULE 15.C I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
TAX INDEMNIFICATION June 30 May 31 Tenneco Indemnification $24,600,000.00 $24,600,000.00 ============== ==============
NOTE: ICH has accrued $24,600,000 representing estimated amounts recoverable from Tenneco under the Tax Indemnification provision of the 1986 Stock Purchase Agreement between ICH Corporation and Tenneco, Inc. Actual amount owing under such indemnification provision may be more or less. SCHEDULE 15.D I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
OTHER ASSETS June 30 May 31 Accrued Interest on Short Term Investments $3,565.96 $472.69 Accrued Interest on Bonds-Unaffiliated 124,444.44 1,291,111.11 Accrued Stock Dividend 0.00 0.00 Accrued Interest on Notes Receivable 1,331,691.83 (a) 2,886,965.73 ------------- ------------- Total other assets $1,459,702.23 $4,178,549.53 ============= =============
NOTE: (a) Accrued interest on note receivable postpetition was reversed. Remaining balance reflects prepetition interest. SCHEDULE 15.E I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
SECURED NOTES PAYABLE June 30 May 31 Victor Sayyah $30,000,000.00(1) $30,000,000.00 c/o Lord, Bissell & Brook James R. Wimmer 115 South La Salle Street Chicago, IL 60603 Ozark National Life Insurance Co. 323,863.22(2) 323,863.22 500 East 9th Kansas City MO 64106 -------------- -------------- $30,323,863.22 $30,323,863.22 ============== ==============
NOTES: (1) Secured by note receivable of $27,000,000. Unsecured in amount of $3,000,000. See Schedule 6.A (2) Dated 6-2-78 Mortgage Unplatted property situated in Glenwood Hall & Country Club, also known as Perry Park Resort, Owenton County Recorded in Book 75 page 576, dated 9-28-71 SCHEDULE 24.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
ACCRUED TAXES June 30 May 31 Prepetition: Commonwealth of Kentucky 1989-1992 State Income $2,310,000.00 $2,310,000.00 Revenue Cabinet Tax Audit Frankfort, KY 40619 Intercompany payable per tax sharing agreement & other (a) 6,616,257.00 4,020,046.00 Internal Revenue Service Reserve for Federal Income Tax Audit 11,100,000.00 11,100,000.00 -------------- -------------- Total prepetition accrued taxes 20,026,257.00 17,430,046.00 Postpetition: Commonwealth of Kentucky 06/01/96 thru 06/30/96 84.15 37.14 Revenue Cabinet Sales & Use Tax Frankfort, KY 40619 -------------- -------------- Total accrued taxes $20,026,341.15 $17,430,083.14 ============== ==============
NOTE: (a) Increase reflects federal income tax contributions received from subsidiaries per tax sharing agreement and is offset by a corresponding increase in short-term investments. SCHEDULE 25.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
UNSECURED NOTES PAYABLE June 30 May 31 Tenneco Inc. $21,900,000.00 $21,900,000.00 9.50% Note Due 12/31/96 Note due 1997, interest at prime Castle settlement 3,000,000.00 3,000,000.00 Bank of Louisville 11 1/4% Subordinated Notes Due 1996 256,101,000.00 256,101,000.00 Bank of Louisville 11 1/4% Subordinated Notes Due 2003 91,161,000.00 91,161,000.00 --------------- --------------- Total unsecured notes payable $372,162,000.00 $372,162,000.00 =============== ===============
SCHEDULE 26.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
ACCRUED INTEREST June 30 May 31 Prepetition: Accrued Interest on Secured Debt 1,584,770.86 $1,584,770.86 Accrued Interest on Unsecured Debt 14,089,128.15 14,089,847.33 -------------- -------------- Total prepetition accrued interest 15,673,899.01 15,674,618.19 Postpetition: Accrued Interest on Secured Debt (Ozark) 19,910.93 17,648.32 -------------- -------------- Total accrued interest 15,693,809.94 15,692,266.51 ============== ==============
NOTE: Prepetition interest is accrued only through October 10, 1995, the date company filed for bankruptcy. SCHEDULE 27.B I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
OTHER LIABILITIES June 30 May 31 PREPETITION: Fractional Shares Payable @ Bank of Louisville $181,198.61 $181,198.61 P.O. Box 1101 Louisville, KY 40201-1101 Common Stock Dividend Payable @ Bank of Louisville 201,453.80 201,453.80 P.O. Box 1101 Louisville, KY 40201-1101 Preferred Dividend Payable @ Bank of Louisville 81,166.40 81,166.40 P.O. Box 1101 Louisville, KY 40201-1101 Bank of Louisville Escrow Fund Acct #6063 442,803.60 442,405.81 P.O. Box 1101 Louisville, KY 40201-1101 Facilities Management Installation Inter-company account payable 6,304,530.11 6,304,530.11 Retired Employee Liability 5,565,000.00 5,565,000.00 Lawrence Johnson Lease-Jefferson Building 202 West Hill Street Champaign, IL 61820 0.00 145,000.00 Robert T. Shaw & C. Fred Rice (a) Independent Contractor and Services Agreement Dated February 11, 1994 5,775,000.00 5,775,000.00 -------------- -------------- 18,551,152.52 18,695,754.73 -------------- -------------- Postpetition: Due Bankers Multiple Line 393,688.32 0.00 Real Estate Expense Accrual 668.76 0.00 DueSubtotal of prepetition liabilities 5,643.00 16,778.06 General Expense Accrual 1,166,997.30 949,454.95 -------------- -------------- Subtotal of postpetition liabilities 1,566,997.38 966,233.01 -------------- -------------- Total other liabilities $20,118,149.90 $19,661,987.74 ============== ==============
Note: (a) Independent Services Contracts between the debtor and Bob Shaw and the debtor and Fred Rice were terminated as of the petition date. The amount shown represents the total remaining amount due under the contracts. The allowable amount of the claim has not been determined by the Bankruptcy Court. SCHEDULE 27.C I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996 ACCRUAL BASIS-2
INCOME STATEMENT Schedule Month only Period to date Reference Balance From 12/31/95 REVENUES: Interest income $1,079,702 $5,682,028 Perry Park revenues 78,334 240,639 Realized capital gains(losses) 1.A 0 (653,768) Other income 1.B 1,591 11,927 ------------ ------------ Total revenues 1,159,627 5,280,826 ------------ ------------ EXPENSES: 9. Directors fees 9 5,500 28,250 11.General and administrative 102,729 1,205,773 ------------ ------------ 108,229 1,234,023 ------------ ------------ 15.Income before non-operating income and expenses 1,051,398 4,046,803 ------------ ------------ OTHER INCOME AND EXPENSES: 16.Equity in earnings (losses) of subsidiaries 16.A (368,525) (1,326,328) 18.Gain (loss) on sale of subsidiary 0 0 19.Miscellaneous income (expense): Adjustment to accrued interest on note receivable to prepetition balance (1,555,274) 20.Interest expense 18 (1,543) (19,192) ------------ ------------ Net other income (expenses) (1,925,342) (1,345,520) ------------ ------------ REORGANIZATION EXPENSES: 23.Professional fees 23 316,696 2,000,398 24.U.S. Trustee fees 24 0 20,500 ------------ ------------ 316,696 2,020,898 ------------ ------------ 27.Tax expense (benefit) 27 18,447 (3,744,336) ------------ ------------ Net income (loss) (1,209,087) 4,424,721 Change in unrealized (51,904) 7,121,153 Net equity (deficit) at beginning of period (28,231,141) (41,038,006) ------------ ------------ Net equity (deficit) at end of period ($29,492,132) ($29,492,132) ============ ============
I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996 REALIZED CAPITAL GAINS(LOSSES):
Month only Period to date Balance From 12/31/95 Writedown of real estate and equipment $0.00 ($653,731.00) Sale of short term investments 0.00 (36.79) ----- ------------ $0.00 ($653,767.79) ===== ============
SCHEDULE 1.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
OTHER INCOME Month only Period to date Balance From 12/31/95 Commission income $1,589.30 $10,996.06 Miscellaneous income 1.74 930.74 --------- ---------- $1,591.04 $11,926.80 ========= ==========
SCHEDULE 1.B I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
DIRECTORS FEES Month only Period to date Balance From 12/31/95 Stanley Stegner $2,750.00 $13,000.00 Keith Tucker 0.00 2,250.00 Vernon Zimmerman 2,750.00 13,000.00 --------- ---------- $5,500.00 $28,250.00 ========= ==========
SCHEDULE 9 I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
EQUITY IN EARNINGS (LOSSES) OF SUBSIDIARIES Month only Period to date Balance From 12/31/95 Care Financial Corp 0.00 ($696,604.00) SLC Financial Services 0.00 13,541.00 Facilities Management Installation, Inc. (368,525.00) (643,265.00) BML Agency 0.00 0.00 ------------ -------------- ($368,525.00) ($1,326,328.00) ============ ==============
NOTE: Equity in earnings is calculated on a monthly basis only for FMI. SCHEDULE 16.A I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
INTEREST EXPENSE Month only Period to date Balance From 12/31/95 Ozark National Life $1,543.43 $19,191.75 --------- ---------- $1,543.43 $19,191.75 ========= ==========
SCHEDULE 18 I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
PROFESSIONAL FEES Month only Period to date Balance From 12/31/95 Paid & Accrued Postpetition: Paid during period: Coopers & Lybrand $0.00 $129,590.57 Winstead, Sechrest & Minick 841.98 414,571.85 Donaldson, Lufkin & Jenrette 0.00 228,886.04 Rodney D. Moore 0.00 102,764.85 Houlihan Lokey Howard & Zukin 0.00 329,933.44 Gibson, Dunn & Crutcher 98,311.37 340,446.25 ----------- ------------- Total paid for period 99,153.35 1,546,193.00 Change in accrual 217,542.35 454,204.84 ----------- ------------- Total reorganization professional fees $316,695.70 $2,000,397.84 =========== =============
SCHEDULE 23 I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
U.S. TRUSTEE FEES Month only Period to date Balance From 12/31/95 ICH Corporation $0.00 $10,000.00 CARE Financial Corp 0.00 $5,250.00 SWL Holding Corp 0.00 $5,250.00 ----- ---------- Total $0.00 $20,500.00 ===== ==========
SCHEDULE 24 I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
TAXES Month only Period to date Balance From 12/31/95 Franchise taxes $9,623.25 $106,609.26 State (KY) income tax 0.00 11,211.37 Sales taxes 1,799.82 4,971.28 Other taxes 7,024.36 26,751.10 Current F.I.T. Provision (Benefit) 0.00 (3,893,879.00) ---------- -------------- Total $18,447.43 ($3,744,335.99) ========== ==============
SCHEDULE 27 I.C.H. Corporation Case No. 395-36351-RCM-11 ACCRUAL BASIS-3 Monthly Operating Report June 30, 1996
CASH RECEIPTS AND DISBURSEMENTS Cash at beginning of month $189,217,240 Receipts from operations: Interest received 2,243,276 Perry Park revenues 77,473 Other 1,591 ---------- Non-operating receipts: 2,322,340 Federal Income tax contributions from subsidiaries per tax sharing agreement 2,596,211 Franklin IN land sale - BML 393,688 ---------- Total cash received 5,312,239 5,312,239 ---------- ------------ Total cash available 194,529,479 Cash disbursed for operations: General expenses 260,962 Taxes 18,447 Directors fees (see schedule at Accrual Basis-6) 5,500 ---------- 284,909 Non-operating disbursements: NONE 0 Cash disbursed for reorganization costs: Professional fees See schedule at Accrual Basis-6. 99,153 U.S. Trustee Fees 0 ---------- Total cash disbursed 384,062 384,062 ---------- ------------ Cash at end of month $194,145,417 ============
I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996 ACCRUAL BASIS-4 ACCOUNTS RECEIVABLE Due to nature of its business as an insurance holding company, ICH's receivables are not significant (See asset schedule 4.A) and no attempts are made to age them. POSTPETITION TAXES All taxes were paid current with the filing and postpetition filings and payments continue to be made in the normal course of business. I.C.H. Corporation Case No. 395-36351-RCM-11 Monthly Operating Report June 30, 1996
ACCRUAL BASIS-6 PAYMENTS TO INSIDERS: Directors Fees: Stanley Stegner $2,750.00 Vernon Zimmerman 2,750.00 ---------- $5,500.00 Payments to affiliates: NONE NOTE: Executive officers' salaries are paid by Facilities Management Installation, Inc. (FMI). See FMI's schedule of payments to insiders at FMI Accrual-6. PAYMENTS TO PROFESSIONALS: Related to reorganization: Winstead, Sechrest & Minick $841.98 Coopers & Lybrand 0.00 Houlihan, Lokey, Howard & Zukin 0.00 Gibson, Dunn & Crutcher 98,311.37 ---------- Total reorganization professional fees $99,153.35 ==========
SECURED NOTES, LEASES AND ADEQUATE PROTECTION PAYMENTS: All lease and insurance payments were current as of date of filing and have continued to be paid in postpetition period in normal course of business. Two notes that are secured by real property are paid annually (next payment is June 1996). CASE NAME: I.C.H. CORPORATION ACCRUAL BASIS CASE NUMBER: 395-36351-5CM-11 02/13/95 MONTH: MARCH 1996 QUESTIONNAIRE YES NO 1. HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD? X 2. HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? X (1) 3. ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES OR LOANS) DUE FROM RELATED PARTIES X 4. HAVE ANY PAYMENTS BEEN MADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD? X 5. HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY? X 6. ARE ANY POST PETITION PAYROLL TAXES PAST DUE? X 7. ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE? X 8. ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE? X 9. ARE ANY OTHER POSTPETITION TAXES PAST DUE? X 10. ARE ANY AMOUNT SOWED TO POSTPETITION CREDITORS DELINQUENT? X 11. HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD? X 12. ARE ANY WAGE PAYMENTS PAST DUE? X IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "YES" PROVIDE A DETAILED EXPLANATION OF EACH ITEM. ATTACH ADDITIONAL SHEETS IF NECESSARY. (1) Pursuant to Approved Cash Management Motion. INSURANCE YES NO 1. ARE WORKER'S COMPENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT? X 2. ARE ALL PREMIUM PAYMENTS PAID CURRENT X 3. PLEASE ITEMIZE POLICIES BELOW. IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "NO." OR IF ANY POLICIES HAVE BEEN CANCELED OR NOT RENEWED DURING THIS REPORTING PERIOD. PROVIDE AN EXPLANATION BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY. Copies of first page of policies were previously provided; coverage remains in effect; all payments are current. INSTALLMENT PAYMENTS TYPE OF PAYMENT AMOUNT & POLICY CARRIER PERIOD COVERED FREQUENCY - ------ ------- -------------- --------- - ------ ------- -------------- --------- - ------ ------- -------------- --------- - ------ ------- -------------- --------- -----END PRIVACY-ENHANCED MESSAGE-----