SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997.
Commission file number 333-16279
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(Exact name of registrant as specified in its charter)
New York 13-3919096
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 Park Avenue, Suite 966
New York, New York 10169-0999
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code : (212) 973-9647
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
N/A
________________________________________________________________________________
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) 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 (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ].
As of March 27, 1998, 200,000 shares of Common Stock, $10 Par Value, are
issued and outstanding.
NOTE: WHEREAS FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION I (1)(a) AND (b) OF FORM 10K, THIS
FORM IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT.
DOCUMENTS INCORPORATED BY REFERENCE
PART I
ITEM 1. BUSINESS.
OVERVIEW
First Golden American Life Insurance Company of New York ("First Golden" or
"Company") is a stock life insurance company organized under the laws of the
State of New York. The Company was incorporated on May 24, 1996 and is a
wholly owned life insurance subsidiary of Golden American Life Insurance
Company ("Golden American"). Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc.
First Golden was capitalized in December 1996. On January 2, 1997 and
December 23, 1997, First Golden became licensed as a life insurance company
under the laws of the states of New York and Delaware, respectively. First
Golden is authorized to do business in New York and Delaware. First Golden
offers variable insurance products. See Note 7 of the financial statements
for further information regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") pursuant to the terms of the Agreement and Plan of Merger among
Equitable, PFHI, and ING Groep N.V. ("ING"). PFHI is a wholly owned
subsidiary of ING, a global financial services holding company based in The
Netherlands. As a result of the merger, Equitable was merged into PFHI which
was simultaneously renamed Equitable of Iowa Companies, Inc. Refer to Note 5
of the financial statements for additional information regarding the merger.
PRODUCTS
The Company offers variable annuity products designed to meet customer needs
for tax-advantaged methods of saving for retirement and protection from
unexpected death. Longer life expectancies, an aging population and growing
concern over the stability and availability of the Social Security system
have made retirement planning a priority. The target market for all products
is individuals and families in New York and Delaware.
Variable annuities are long-term savings vehicles in which Contractholder
premiums (purchase payments) are recorded and maintained in a general account
or a separate account established as a registered unit investment trust.
Funds on deposit in the Company's variable annuity separate and fixed
accounts at December 31, 1997 totaled $4.9 million and $2.5 million,
respectively.
Variable annuities provide the Company with fee based revenues in the form of
various charges and fees charged to the Contractholder's account. Revenues
include charges for mortality and expense risk, contract administration and
surrender charges.
Marketing of the variable products in New York is primarily through
broker/dealers. Entry into this market provides considerable growth
opportunities for the Company.
BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for the
insurance industry. Increasing competition from traditional insurance
carriers as well as banks and mutual fund companies offers consumers many
choices. However, overall demand for variable products remains strong for
several reasons including: strong stock market performance over the last 4
years; relatively low interest rates; an aging U.S. population that is
increasingly concerned about retirement and estate planning, as well as
maintaining their standard of living in retirement; potential reductions in
government and employer-provided benefits at retirement as well as lower
public confidence in the adequacy of those benefits.
REGULATION
The Company's operations are conducted in a highly regulated environment.
The primary regulator of First Golden's life insurance operations is the
Superintendent of Insurance for the State of New York. See Item 7,
Management's Discussion and Analysis of Financial Condition.
ITEM 2. PROPERTIES.
First Golden's business operations are performed in leased facilities located
at 230 Park Avenue in New York, New York. Property and equipment primarily
represent leasehold improvements, office furniture and equipment and are not
considered to be significant to the Company's overall operations. Property
and equipment are reported at cost less allowances for depreciation.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceeding as of the date of this
report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Information called for by this item is omitted pursuant to General
Instruction I. (2) (c) of Form 10-K.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Registrant is a wholly owned indirect subsidiary of Equitable of Iowa
Companies, Inc. There is no public trading market for the Registrant's common
stock.
First Golden is required to maintain a minimum total statutory-basis capital
and surplus of not less than $4 million under the provisions of the insurance
laws of the State of New York in which it is presently licensed to sell
insurance products. Under the provisions of the insurance laws of the State
of New York, First Golden cannot distribute any dividends to its stockholders
unless a notice of its intention to declare a dividend and the amount of the
dividend has been filed not less than thirty days in advance of the proposed
declaration. The superintendent may disapprove the distribution by giving
written notice to the Company within thirty days after the filing should the
superintendent find that the financial condition of the Company does not
warrant the distribution. First Golden did not pay common stock dividends
during 1997 or 1996.
ITEM 6. SELECTED FINANCIAL DATA.
Information called for by this item is omitted pursuant to General
Instruction I. (2)(a) of Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
The purpose of this section is to discuss and analyze the Company's results
of operations. In addition, some analysis and information regarding
financial condition and liquidity and capital resources has also been
provided. This analysis should be read in conjunction with the financial
statements and related notes which appear elsewhere in this report.
RESULTS OF OPERATIONS
_____________________
MERGER
On October 23, 1997, Equitable of Iowa Companies ("Equitable") shareholders
approved the Agreement and Plan of Merger ("Merger Agreement") dated as of
July 7, 1997, among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep
N.V. ("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired
all of the outstanding capital stock of Equitable pursuant to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. Equitable, an Iowa
corporation, in turn, owned all the outstanding capital stock of Equitable
Life Insurance Company of Iowa and Golden American and their wholly owned
subsidiaries. Equitable also owned all the outstanding capital stock of
Locust Street Securities, Inc., Equitable Investment Services, Inc., Directed
Services, Inc., Equitable of Iowa Companies Capital Trust, Equitable of Iowa
Companies Capital Trust II and Equitable of Iowa Securities Network, Inc. In
exchange for the outstanding capital stock of Equitable, ING paid total
consideration of approximately $2.1 billion in cash and stock plus the
assumption of approximately $400 million in debt according to the Merger
Agreement. As a result of the merger, Equitable was merged into PFHI which
was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC"), a
Delaware corporation.
For financial statement purposes, the change in control of the Company
through the ING merger with EIC, was accounted for as a purchase effective
October 25, 1997. This merger resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities at that date. As
a result, the Company's financial statements for period subsequent to
October 24, 1997, are presented on the Post-Merger new basis of accounting,
while the financial statements for October 24, 1997 and prior periods are
presented on the Pre-Merger historical cost basis of accounting.
The purchase price was allocated to the companies mentioned previously.
Goodwill of $1.4 billion was established for the excess of the merger cost
over the fair value of the assets and liabilities of EIC with $96,000 pushed
down to the Company. The allocation of the purchase price to the Company was
$25.9 million. The cost of the acquisition is preliminary as it relates to
estimated expenses, and as a result, the allocation of the purchase price to
the Company may change. Goodwill resulting from the merger is being amortized
over 40 years on a straight-line basis. The carrying value will be reviewed
periodically for any indication of impairment in value.
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1996. Such a comparison does not
recognize the impact of the purchase accounting and goodwill amortization
except for the period after October 24, 1997.
PREMIUMS
On March 25, 1997 and December 23, 1997, First Golden received policy
approvals in New York and Delaware, respectively. The Company reported $7.3
million in variable annuity premiums during the year ending December 31, 1997.
Premiums, net of reinsurance, for variable products from two significant
broker/dealers for the year ended December 31, 1997, totaled $6.9 million, or
94.5% of premiums. One of these distributors sold 59.4% of the Company's
products in 1997. This distributor has indicated that it may discontinue the
sales relationship by the end of 1998.
REVENUES
Product charges from variable annuities totaled $12,000 in 1997. Net
investment income was $1,735,000 and $65,000 for the year ending December 31,
1997 and for the period December 17, 1996 through December 31, 1996,
respectively.
EXPENSES
The Company reported total insurance benefits and expenses of $698,000 for
the year ending December 31, 1997. Insurance benefits and expenses consisted
of interest credited to account balances, commissions, general expenses,
insurance taxes, amortization of deferred policy acquisition expenses,
goodwill and present value of in force acquired, net of deferred policy
acquisition costs. Interest credited to account values was $74,000 for the
year ending December 31, 1997. For the year ending December 31, 1997,
commissions, general expenses and insurance taxes were $312,000, $681,000 and
$109,000, respectively.
The Company's deferred policy acquisition costs ("DPAC") was eliminated as of
the merger date and an asset of $132,000 representing present value of in
force acquired ("PVIF") was established for policies in force at the merger
date. First Golden deferred $502,000 of expenses associated with the sale of
variable annuity contracts for the year ending December 31, 1997. These
acquisition costs are amortized in proportion to the expected gross profits.
Amortization of deferred policy acquisition costs was $20,000 for the year
ending December 31, 1997. The amortization of PVIF for the period October
25, 1997 through December 31, 1997 was $3,000. Based on current conditions
and assumptions as to the impact of future events on acquired policies in
force, the expected approximate net amortization for the next five years,
relating to the PVIF as of December 31, 1997 is $19,000 in 1998, $18,000 in
1999, $17,000 in 2000, $15,000 in 2001 and $13,000 in 2002. Certain expense
estimates inherent in the cost of the merger may change resulting in changes
of the allocation of the purchase price. If changes occur, the impact could
result in changes to PVIF and the related amortization and deferred taxes.
Actual amortization may vary based upon final purchase price allocation and
changes in assumptions and experience.
Amortization of goodwill during the period from the merger date to December
31, 1997 totaled approximately $1,000. Goodwill is being amortized on a
straight-line basis over 40 years and is expected to total approximately
$2,400 annually.
NET INCOME
Net income was $729,000 and $42,000 for the year ending December 31, 1997 and
the period December 17, 1996 through December 31, 1997, respectively.
FINANCIAL CONDITION
___________________
RATINGS
During 1997, the Company's ratings were at A+ by A.M. Best and AA+ by Duff
Phelps.
INVESTMENTS
First Golden's assets are invested in accordance with applicable laws. These
laws govern the nature and the quality of investments that may be made by
life insurance companies and the percentage of their assets that may be
committed to any particular type of investment. In general, these laws
permit investments, within specified limits subject to certain
qualifications, in federal, state, and municipal obligations, corporate
bonds, preferred or common stocks, real estate mortgages, real estate and
certain other investments.
First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the Contracts.
All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturity securities as well as a growth in the cost
basis of these securities. Growth in the cost basis of the Company's
investment portfolio resulted from the investment of premiums from the sale
of the fixed account option of the Company's variable insurance products.
The Company manages the growth of its insurance operations in order to
maintain adequate capital ratios.
FIXED MATURITY SECURITIES: At December 31, 1997, the Company had fixed
maturities with an amortized cost of $26.6 million and an estimated fair
value of $26.7 million. The individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
($25.0 million or 94.0%), which include securities issued by the U.S.
Government, agencies and corporations that are rated at least BBB- by
Standard & Poor's Rating Services ("Standard & Poor's"), and below investment
grade securities ($1.6 million or 6.0%), which are securities issued by
corporations that are rated BB+ to BB- by Standard & Poor's.
The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturity securities of $151,000 was
comprised of gross appreciation of $183,000 and gross depreciation of
$32,000. Net unrealized holding losses on these securities, net of
adjustments to DPAC and deferred income taxes, increased stockholder's equity
by $96,000 at December 31, 1997.
At December 31, 1997, the amortized cost value of the Company's total
investment in below investment grade securities was $1.6 million or 6.0% of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but it does not expect the
percentage of its portfolio invested in below investment grade securities to
exceed 10% of its investment portfolio. At December 31, 1997, the yield at
amortized cost on the Company's below investment grade portfolio was 7.86%
compared to 6.60% for the Company's investment grade bond portfolio. The
Company estimates the fair value of its below investment grade portfolio was
$1.57 million or 98.0% of amortized cost value, at December 31, 1997.
Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are issuers
of investment grade securities. The Company attempts to reduce the overall
risk in its below investment grade portfolio, as in all of its investments,
through careful credit analysis, strict investment policy guidelines, and
diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e. if it is probable the Company will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of the
impaired security is written down to fair value, which becomes the security's
new cost basis. The amount of the write-down is included in earnings as a
realized loss. Future events may occur, or additional or updated information
may be received, which may necessitate future write-downs of securities in
the Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.
During the year ended December 31, 1997, the amortized cost basis of the
Company's fixed maturity portfolio was reduced by $269,000 as a result of
scheduled principal repayments.
At December 31, 1997, no fixed maturity securities were deemed to have
impairments in value that are other than temporary. The Company's investment
portfolio had a combined yield at amortized cost of 6.57% at December 31,
1997.
OTHER ASSETS
DPAC represents certain deferred costs of acquiring new insurance business,
principally commissions and other expenses related to the production of new
business subsequent to the merger. The Company's DPAC was eliminated as of
the merger date and an asset of $132,000 representing PVIF was established
for all policies in force at the merger date. PVIF is amortized into income
in proportion to the expected gross profits of in force acquired in a manner
similar to DPAC amortization. At December 31, 1997, PVIF and DPAC were
$126,000 and $189,000, respectively.
Goodwill totaling $96,000, representing the excess of the acquisition cost
over the fair value of net assets acquired, was established at the merger
date. Amortization of goodwill through December 31, 1997 was approximately
$1,000.
At December 31, 1997, the Company had $4.9 million of separate account
assets. At December 31, 1997, the Company had total assets of $33.9 million,
an increase of 36% over total assets at December 31, 1996.
LIABILITIES
At December 31, 1997, future policy benefits of $2.5 million were established
utilizing the retrospective deposit accounting method. Policy reserves
represent the premiums received plus accumulated interest less mortality and
administration charges. At December 31, 1997, the Company had $4.9 million
of separate account liabilities.
The Company's total liabilities were $7.8 million at December 31, 1997. The
increase from $25,000 at December 31, 1996 is primarily the result of an
increase in future policy benefits and separate account liabilities.
Liabilities will continue to show significant growth as the Company increases
its sales of variable annuities.
LIQUIDITY AND CAPITAL RESOURCES
______________________________________________________________________________
The liquidity requirements of the Company are met by cash flow from
investment income and premiums. The Company primarily uses funds for the
payment of annuity benefits, commissions, operating expenses and the purchase
of new investments. Additional sources of future cash flows will include
maturities of fixed maturity investments.
First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased for a five year term.
On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2.0 million represented 200,000
shares of common stock with a par value of $10.00 per share. The remaining
$23.0 million was contributed as additional paid-in capital. First Golden
believes it will be able to fund the capital required for projected new
business primarily with existing capital and future capital contributions
from its Parent. First Golden expects to continue to receive capital
contributions from Golden American if necessary.
The Golden American board of directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1997.
First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on January
2, 1997.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intention to declare a dividend and the amount of the dividend has been
filed not less than thirty days in advance of the proposed declaration. The
superintendent may disapprove the distribution by giving written notice to
the Company within thirty days after the filing should the superintendent
find that the financial condition of the Company does not warrant the
distribution.
The National Association of Insurance Commissioners' ("NAIC's") risk-based
capital requirements require insurance companies to calculate and report
information under a risk-based capital formula. These requirements are
intended to allow insurance regulators to identify inadequately capitalized
insurance companies based upon the type and mixture of risks inherent in the
Company's operations. The formula includes components for asset risk,
liability risk, interest rate exposure and other factors. The Company has
complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate the Company has total adjusted capital which is above all
required capital levels.
SEGMENT INFORMATION
First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, two broker/dealers accounted for a significant portion of its sales
volume in 1997. One of these distributors sold 59.4% of the Company's
products in 1997. This Distributor has indicated that it may discontinue the
sales relationship by the end of 1998. All premiums are generated from
consumers in the states of New York and Delaware.
REINSURANCE
At December 31, 1997, First Golden had a reinsurance treaty with a reinsurer
covering a significant portion of the mortality risks under its variable
contracts with an unaffiliated reinsurer. First Golden remains liable to the
extent its reinsurer does not meet its obligation under the reinsurance
agreement.
YEAR 2000 PROJECT
Based on a study of its computer software and hardware, First Golden's
parent, Golden American, has determined its exposure to the Year 2000 change
of the century date issue. Management believes the Company's systems are or
will be substantially compliant by the Year 2000, and Golden American has
engaged external consultants to validate this assumption. The only system
known to be affected by this issue is a system maintained by an affiliate who
will incur the related costs to make the system compliant. To mitigate the
effect of outside influences and other dependencies relative to the Year
2000, Golden American will continue to contact significant customers,
suppliers and other third parties. To the extent these third parties would
be unable to transact business in the Year 2000 and thereafter, the Company's
operations could be adversely affected.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
______________________________________________________________________________
Any forward-looking statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement due to the following important factors,
among other risks and uncertainties inherent in the Company's business:
1. Prevailing interest rate levels and stock market performance, which may
affect the ability of the Company to sell its products, the market value
of the Company's investments and the lapse rate of the Company's
policies, notwithstanding product design features intended to enhance
persistency of the Company's products.
2. Changes in the federal income tax laws and regulations which may affect
the relative tax advantages of the Company's products.
3. Changes in the regulation of financial services, including bank sales and
underwriting of insurance products, which may affect the competitive
environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors affecting the performance of the Company, including, but
not limited to, potential market conduct claims and other litigation,
insurance industry insolvencies, investment performance of the underlying
portfolios of the variable products, variable product design and sales
volume by significant sellers of the Company's variable products.
REPORT OF INDEPENDENT AUDITORS
______________________________________________________________________________
The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York
We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1997 and 1996, and the
related statements of income, changes in stockholder's equity, and cash flows
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 (commencement of
operations) through December 31, 1996. Our audits also included the
financial statements schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules 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 financial position of First Golden American Life
Insurance Company of New York at December 31, 1997 and 1996, and the results
of its operations and its cash flows for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 through December 31, 1996, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
s/Ernst & Young LLP
Des Moines, Iowa
February 12, 1998
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
______________________________________
December 31, 1997 | December 31, 1996
___________________| _________________
<S> <C> | <C>
ASSETS |
|
Investments: |
Fixed maturities, available for sale, |
at fair value (cost: 1997 - $26,570, |
1996 - $24,373) $26,721 | $24,220
Short-term investments 799 | 350
___________________| _________________
Total investments 27,520 | 24,570
|
Cash and cash equivalents 621 | 5
|
Accrued investment income 376 | 338
|
Deferred policy acquisition costs 189 | --
|
Present value of in force acquired 126 | --
|
Current income taxes recoverable 63 | --
|
Deferred income tax asset -- | 54
|
Property and equipment, less allowances |
for depreciation of $3 in 1997 57 | --
|
Goodwill, less accumulated amortization |
of $1 in 1997 95 | --
|
Other assets 2 | --
|
Separate account assets 4,878 | --
___________________| _________________
Total assets $33,927 | $24,967
===================| =================
</TABLE>
See accompanying notes.
BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
______________________________________
December 31, 1997 | December 31, 1996
___________________| _________________
<S> <C> | <C>
LIABILITIES AND STOCKHOLDER'S |
EQUITY |
|
Policy liabilities and accruals: |
Future policy benefits: |
Annuity products $2,506 | --
Deferred income tax liability 247 | --
Due to affiliates 61 | --
Other liabilities 140 | $1
Income taxes payable -- | 23
Separate account liabilities 4,878 | --
|
Commitments and contingencies |
|
Stockholder's equity: |
Preferred stock, par value $5,000 per |
share, authorized 6,000 shares -- | --
Common stock, par value $10 per share, |
authorized, issued and outstanding |
200,000 shares 2,000 | 2,000
Additional paid-in capital 23,936 | 23,000
Unrealized appreciation (depreciation) |
of fixed maturities 96 | (99)
Retained earnings 63 | 42
___________________| _________________
Total stockholder's equity 26,095 | 24,943
___________________| _________________
Total liabilities and stockholder's |
equity $33,927 | $24,967
===================| =================
</TABLE>
See accompanying notes.
STATEMENTS OF INCOME
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
________________________________________________
For the period| For the period For the period
October 25,| January 1, December 17,
1997| 1997 1996*
through| through through
December 31,| October 24, December 31,
1997| 1997 1996
______________| ________________________________
|
<S> <C> | <C> <C>
Revenues: |
Annuity product charges $8 | $4 --
Net investment income 286 | 1,449 $65
Realized gains on investments 1 | -- --
______________| ______________ ______________
295 | 1,453 65
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to |
account balances 26 | 48 --
Underwriting, acquisition and |
insurance expenses: |
Commissions 45 | 267 --
General expenses 220 | 461 --
Insurance taxes 94 | 15 --
Policy acquisition costs |
deferred (204)| (298) --
Amortization: |
Deferred policy acquisition |
costs 13 | 7 --
Present value of in force |
acquired 3 | -- --
Goodwill 1 | -- --
______________| ______________ ______________
198 | 500 --
______________| ______________ ______________
|
Income before income taxes 97 | 953 65
|
Income taxes 34 | 287 23
______________| ______________ ______________
|
Net income $63 | $666 $42
==============| ============== ==============
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Net
Unrealized
Appre-
ciation
(Depre-
Addi- ciation) Total
tional of Stock-
Common Paid-In Fixed Retained holder's
Stock Capital Maturities Earnings Equity
________________________________________________
PRE-MERGER
________________________________________________
<S> <C> <C> <C> <C> <C>
Capitalization of Company
by issuance of common stock
and contribution of
paid-in capital* $2,000 $23,000 -- -- $25,000
Net income -- -- -- $42 42
Unrealized depreciation
of fixed maturities -- -- ($99) -- (99)
________________________________________________
Balance at December 31, 1996 2,000 23,000 (99) 42 24,943
Net income -- -- -- 666 666
Unrealized depreciation
of fixed maturities -- -- (130) -- (130)
________________________________________________
Balance at October 24, 1997 $2,000 $23,000 ($229) $708 $25,479
================================================
POST-MERGER
________________________________________________
Balance at October 25, 1997 $2,000 $23,936 -- -- $25,936
Net income -- -- -- $63 63
Unrealized appreciation
of fixed maturities -- -- $96 -- 96
________________________________________________
Balance at December 31, 1997 $2,000 $23,936 $96 $63 $26,095
================================================
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
_______________________________________
For the| For the For the
period| period period
October 25,| January 1, December 17,
1997| 1997 1996*
through| through through
December 31,| October 24, December 31,
1997| 1997 1996
____________| _________________________
<S> <C> | <C> <C>
OPERATING ACTIVITIES |
Net income $63 | $666 $42
Adjustments to reconcile net income to net |
cash provided by (used in) operations: |
Adjustments related to annuity products: |
Interest credited to account balances 26 | 48 --
Charges for mortality and |
administration -- | (1) --
Decrease (increase) in accrued |
investment income 35 | (73) (58)
Policy acquisition costs deferred (204)| (298) --
Amortization of deferred policy |
acquisition costs 13 | 7 --
Amortization of present value |
of in force acquired 3 | -- --
Net amortization of discount on |
short-term investments -- | -- (7)
Change in other assets, other liabilities |
and accrued income taxes (625)| 739 24
Provision for depreciation |
and amortization 12 | 17 --
Provision for deferred income taxes 98 | 26 --
Realized gains on investments (1)| -- --
____________| ___________ ____________
Net cash provided by (used in) |
operating activities (580)| 1,131 1
|
INVESTING ACTIVITIES |
Sale, maturity or repayment of |
investments: |
Fixed maturities - available for sale 556 | 226 --
Short-term investments -- | -- 25,255
____________| ___________ ____________
556 | 226 25,255
Acquisition of investments: |
Fixed maturities - available for sale (2,635)| -- (24,653)
Short-term investments (59)| (390) (25,598)
____________| ___________ ____________
(2,694)| (390) (50,251)
Purchase of property and equipment (2)| (64) --
____________| ___________ ____________
Net cash used in investing activities (2,140)| (228) (24,996)
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
_______________________________________
For the| For the For the
period| period period
October 25,| January 1, December 17,
1997| 1997 1996*
through| through through
December 31,| October 24, December 31,
1997| 1997 1996
____________| _________________________
<S> <C> | <C> <C>
FINANCING ACTIVITIES |
Capitalization of Company by issuance |
of common stock and contribution |
of paid-in capital -- | -- $25,000
Receipts from investment contracts |
credited to policyholder account |
balances $354 | $2,160 --
Return of policyholder account |
balances on investment contracts (8)| (15) --
Net reallocations to Separate Account (20)| (38) --
____________| ___________ ____________
Net cash provided by financing |
activities 326 | 2,107 25,000
____________| ___________ ____________
Increase (decrease) in cash and |
cash equivalents (2,394)| 3,010 5
|
Cash and cash equivalents at |
beginning of period 3,015 | 5 --
____________| ___________ ____________
Cash and cash equivalents at end |
of period $621 | $3,015 $5
============| =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
income taxes -- $283 --
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
______________________________________________________________________________
ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
the "Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or the "Parent"), was incorporated on May 24,
1996. Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. On December 17, 1996, Golden American provided
capitalization in the amount of $25,000,000 to First Golden. First Golden
commenced investment operations on December 17, 1996. On January 2, 1997 and
December 23, 1997, First Golden became licensed as a life insurance company
under the laws of the states of New York and Delaware, respectively. First
Golden received policy approvals on March 25, 1997 and December 23, 1997 in
New York and Delaware, respectively. See Note 7 for further information
regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") pursuant to the terms of the Agreement and Plan of Merger
("Merger Agreement") among Equitable, PFHI, and ING Groep N.V. ("ING"). PFHI
is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands. As a result of the merger, Equitable was
merged into PFHI which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC"), a Delaware corporation. Refer to Note 5 for
additional information regarding the merger.
For financial statement purposes, the merger was accounted for as a purchase
effective October 25, 1997. The merger resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities. As a result, the
Company's financial statements for the period subsequent to October 24, 1997
are presented on the Post-Merger new basis of accounting, and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.
INVESTMENTS: The Company accounts for its investments under the Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires fixed maturity
securities to be designated as either "available for sale," "held for
investment" or "trading." Sales of fixed maturities designated as "available
for sale" are not restricted by SFAS No. 115. Available for sale securities
are reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity after adjustment for
related changes in deferred policy acquisition costs ("DPAC"), present value
of in force acquired ("PVIF"), policy reserves and deferred income taxes. At
December 31, 1997 and 1996, all of the Company's fixed maturity securities
are designated as available for sale although the Company is not precluded
from designating fixed maturity securities as held for investment or trading
at some future date.
Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value which becomes the security's new
cost basis by a charge to realized losses in the Company's Statement of
Income. Premiums and discounts are amortized/accrued utilizing the scientific
interest method which results in a constant yield over the security's
expected life. Amortization/accrual of premiums and discounts on mortgage-
backed securities incorporates a prepayment assumption to estimate the
securities' expected lives.
Short-term investments are reported at cost, adjusted for amortization of
premiums and accrual of discounts.
FAIR VALUES: Estimated fair values, as reported herein, of publicly traded
fixed maturity securities are as reported by an independent pricing service.
Fair values of conventional mortgage-backed securities not actively traded in
a liquid market are estimated using a third party pricing system. This
pricing system uses a matrix calculation assuming a spread over U.S. Treasury
bonds based upon the expected average lives of the securities. Fair values of
private placement bonds are estimated using a matrix that assumes a spread
(based on interest rates and a risk assessment of the bonds) over U.S.
Treasury bonds. Realized gains and losses are determined on the basis of
specific identification and average cost methods for manager initiated and
issuer initiated disposals, respectively.
CASH AND CASH EQUIVALENTS: For purposes of the statement of cash flows, the
Company considers all demand deposits and interest-bearing accounts not
related to the investment function to be cash equivalents. All interest-
bearing accounts classified as cash equivalents have original maturities of
three months or less.
DEFERRED POLICY ACQUISITION COSTS: Certain costs of acquiring new insurance
business, principally commissions and other expenses related to the
production of new business, have been deferred. Acquisition costs for
variable annuity products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected future gross
profits. This amortization is "unlocked" when the Company revises its
estimate of current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of unrealized
gains and losses on fixed maturity securities the Company has designated as
"available for sale" under SFAS No. 115.
PRESENT VALUE OF IN FORCE ACQUIRED: As the result of the merger, a portion
of the acquisition cost was allocated to the right to receive future cash
flows from the existing insurance contracts. This allocated cost represents
the PVIF which reflects the value of those purchased policies calculated by
discounting actuarially determined expected future cash flows at the discount
rate by the purchaser. Amortization of PVIF is charged to expense in
proportion to expected gross profits. This amortization is "unlocked" when
the Company revises its estimate of current or future gross profits to be
realized from the insurance contracts acquired. PVIF is adjusted to reflect
the pro forma impact of unrealized gains (losses) on available for sale fixed
maturities. See Note 5 for additional information on PVIF resulting from the
merger.
PROPERTY AND EQUIPMENT: Property and equipment include leasehold
improvements and office furniture and equipment and are not considered to be
significant to the Company's overall operations. Property and equipment are
reported at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over the
estimated useful lives of the assets.
GOODWILL: Goodwill was established as a result of the merger discussed
previously and is being amortized over 40 years on a straight-line basis.
See Note 5 for additional information on the merger.
FUTURE POLICY BENEFITS: Future policy benefits for the fixed interest
division of the variable products are established utilizing the retrospective
deposit accounting method. Policy reserves represent the premiums received
plus accumulated interest, less mortality and administration charges.
Interest credited to these policies ranged from 5.60% to 7.50% during 1997.
SEPARATE ACCOUNT: Assets and liabilities of the separate account reported in
the accompanying balance sheets represent funds that are separately
administered principally for variable annuity contracts. Contractholders,
rather than the Company, bear the investment risk for variable products. At
the direction of the Contractholders, the separate account invests the
premiums from the sale of variable annuity products in shares of specified
mutual funds. The assets and liabilities of the separate account are clearly
identified and segregated from other assets and liabilities of the Company.
The portion of the separate account assets applicable to variable annuity
contracts cannot be charged with liabilities arising out of any other
business the Company may conduct.
Variable separate account assets carried at fair value of the underlying
investments generally represent Contractholder investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable annuity contracts invested in the separate account.
Net investment income and realized and unrealized capital gains and losses
related to separate account assets are not reflected in the accompanying
Statements of Income.
Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.
DEFERRED INCOME TAXES: Deferred tax assets or liabilities are computed based
on the difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate. Deferred tax
assets or liabilities are adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturity securities the Company has
designated as available for sale under SFAS No. 115. Changes in deferred tax
assets or liabilities resulting from this SFAS No. 115 adjustment are charged
or credited directly to stockholder's equity. Deferred income tax expenses
or credits reflected in the Company's Statements of Income are based on the
changes in the deferred tax asset or liability from period to period
(excluding the SFAS No. 115 adjustment).
DIVIDEND RESTRICTIONS: Under the provisions of the insurance laws of the
State of New York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intention to declare a dividend and the
amount of the dividend has been filed not less than thirty days in advance of
the proposed declaration. The superintendent may disapprove the distribution
by giving written notice to the Company within thirty days after the filing
should the superintendent find that the financial condition of the Company
does not warrant the distribution.
USE OF ESTIMATES: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions affecting the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or
potentially material) reported amounts and disclosures that require extensive
use of estimates and assumptions are (1) estimates of fair values of
investments in securities and other financial instruments, as well as fair
values of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and present value of in force acquired, (4)
fair values of assets and liabilities recorded as a result of acquisition
transactions, (5) asset valuation allowances, (6) deferred tax benefits
(liabilities) and (7) estimates for commitments and contingencies including
legal matters, if a liability is anticipated and can be reasonably estimated.
Estimates and assumptions regarding all of the preceding are inherently
subject to change and are reassessed periodically. Changes in estimates and
assumptions could materially impact the financial statements.
RECLASSIFICATION: Certain amounts in the 1996 financial statements have been
reclassified to conform to the 1997 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
______________________________________________________________________________
The financial statements of the Company differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of
acquiring new business are deferred and amortized over the life of the
policies rather than charged to operations as incurred; (2) an asset
representing the present value of future cash flows from insurance contracts
acquired was established as a result of the merger and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
divisions of the variable products are based on full account values, rather
than the greater of cash surrender value or amounts derived from discounting
methodologies utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to reinsurance ceded and a
receivable is established, net of an allowance for uncollectible amounts, for
these credits rather than presented net of these credits; (5) fixed maturity
investments are designated as "available for sale" and valued at fair value
with unrealized appreciation/depreciation, net of adjustments to deferred
income taxes (if applicable), present value of in force acquired and deferred
policy acquisition costs, credited/charged directly to stockholder's equity
rather than valued at amortized cost; (6) the carrying value of fixed
maturity securities is reduced to fair value by a charge to realized losses
in the Statement of Income when declines in carrying value are judged to be
other than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability), changes in
which are charged directly to surplus; (7) deferred income taxes are provided
for the difference between the financial statement and income tax bases of
assets and liabilities; (8) net realized gains or losses attributed to
changes in the level of interest rates in the market are recognized when the
sale is completed rather than deferred and amortized over the remaining life
of the fixed maturity security; (9) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) assets and liabilities are restated
to fair values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be presented
at historical cost.
A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER POST-MERGER
__________________________________________
| Stockholder's
Net Income | Equity
___________________________| _____________
For the | For the |
period | period |
October 25, | January 1, |
1997 | 1997 |
through | through |
December 31, | October 24, | December 31,
1997 | 1997 | 1997
_____________| ____________| _____________
(Dollars in thousands)
<S> <C> | <C> | <C>
As reported under statutory | |
accounting principles ($142)| $581 | $25,424
Asset valuation reserve -- | -- | 54
Future policy benefits 115 | (179)| (61)
Unrealized appreciation | |
(depreciation) of fixed | |
maturities at fair value -- | -- | 151
Change in investment basis | |
as result of merger (1)| -- | 357
Deferred policy acquisition costs 191 | 291 | 189
Present value of in force acquired (3)| -- | 126
Goodwill (1)| -- | 95
Deferred income taxes (98)| (26)| (247)
Other 2 | (1)| 7
_____________| ____________| _____________
As reported herein $63 | $666 | $26,095
==========================================
</TABLE>
3. INVESTMENT OPERATIONS
______________________________________________________________________________
INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
_________________________________________________
For the period | For the period For the period
October 25, | January 1, December 17,
1997 | 1997 1996
through | through through
December 31, | October 24, December 31,
1997 | 1997 1996
_______________| ________________________________
(Dollars in thousands)
<S> <C> | <C> <C>
Fixed maturities $294 | $1,449 $57
Short-term investments 13 | 30 9
Other, net -- | 2 --
_______________| ________________________________
Gross investment income 307 | 1,481 66
Less investment expenses (21)| (32) (1)
_______________| ________________________________
Net investment income $286 | $1,449 $65
=================================================
</TABLE>
For the period October 25, 1997 through December 31, 1997 realized gains of
$1,000 were recognized from the fixed maturities designated as available for
sale. No other realized gains or losses were recognized during the year.
The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the period October 25,
1997 through December 31, 1997, the period January 1, 1997 through October
24, 1997 and the period December 17, 1996 through December 31, 1996 were
$151,000, $363,000 and ($153,000), respectively.
At December 31, 1997 and December 31, 1996, amortized cost, gross unrealized
gains and losses and estimated fair values of the Company's fixed maturity
securities, all of which are designated as available for sale, are as
follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
_______________________________________________
(Dollars in thousands)
December 31, 1997 POST-MERGER
______________________________________________________________________________
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $4,616 $9 -- $4,625
Other 3,033 4 -- 3,037
Public utilities 1,000 10 -- 1,010
Investment grade corporate 16,324 160 -- 16,484
Below investment grade
corporate 1,597 -- ($32) 1,565
_______________________________________________
Total $26,570 $183 ($32) $26,721
===============================================
December 31, 1996 PRE-MERGER
______________________________________________________________________________
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $4,870 $1 ($36) $4,835
Other 396 -- (2) 394
Public utilities 983 -- (5) 978
Investment grade corporate 16,046 -- (120) 15,926
Below investment grade
corporate 2,078 15 (6) 2,087
_______________________________________________
Total $24,373 $16 ($169) $24,220
===============================================
</TABLE>
At December 31, 1997, net unrealized investment gains on fixed maturities
designated as available for sale totaled $151,000. This appreciation caused
an increase to stockholder's equity of $96,000 at December 31, 1997 (net of
deferred income taxes of $51,000 and adjustments of $1,000 and $3,000 to DPAC
and PVIF, respectively). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.
Amortized cost and estimated fair value of fixed maturity securities
designated as available for sale, by contractual maturity, at December 31,
1997, are shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
<TABLE>
<CAPTION>
POST-MERGER
_____________________________
Estimated
Amortized Fair
December 31, 1997 Cost Value
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C>
Due after one year through five years $1,631 $1,631
Due after five years through ten years 20,323 20,465
_____________ _____________
21,954 22,096
Mortgage-backed securities 4,616 4,625
_____________ _____________
Total $26,570 $26,721
============= =============
</TABLE>
An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:
<TABLE>
<CAPTION>
Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
For the period October 25, 1997
through December 31, 1997:
Scheduled principal repayments,
calls and tenders $555 $1 -- $556
===========================================
For the period January 1, 1997
through October 24, 1997:
Scheduled principal repayments,
calls and tenders $226 -- -- $226
===========================================
</TABLE>
For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio. During the year ended December 31, 1997, the amortized cost basis
of the Company's fixed maturity portfolio was reduced by $269,000 as a result
of scheduled principal repayments.
INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any of its
investments has been impaired. The carrying value of fixed maturity
securities is written down to fair value by a charge to realized losses when
an impairment in value appears to be other than temporary. During 1997 and
1996, no investments were identified as having an impairment other than
temporary.
INVESTMENTS ON DEPOSIT: At December 31, 1997 and 1996, affidavits of
deposits covering bonds with a par value of $400,000 were on deposit with
regulatory authorities pursuant to certain statutory requirements.
INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to
its investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at
December 31, 1997 and December 31, 1996. Fixed maturity investments included
investments in basic industrials (31% in 1997, 33% in 1996), financial
companies (23% in 1997, 25% in 1996), various government bonds and government
or agency mortgage-backed securities (29% in 1997, 22% in 1996) and consumer
products (10% in 1997 and 1996).
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1997.
4. FAIR VALUES OF FINANCIAL INSTRUMENTS
______________________________________________________________________________
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of estimated fair value of all financial instruments,
including both assets and liabilities recognized and not recognized in a
Company's balance sheet, unless specifically exempted. SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," requires additional disclosures about derivative
financial instruments. Most of the Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. Fair values for the Company's insurance contracts other than
investment contracts are not required to be disclosed. In cases where quoted
market prices are not available, estimated fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. Accounting, actuarial and regulatory
bodies are continuing to study the methodologies to be used in developing
fair value information, particularly as it relates to such things as
liabilities for insurance contracts. Accordingly, care should be exercised
in deriving conclusions about the Company's business or financial condition
based on the information presented herein.
The Company closely monitors the composition and yield of its invested
assets, the duration and interest credited on insurance liabilities and
resulting interest spreads and timing of cash flows. These amounts are taken
into consideration in the Company's overall management of interest rate risk,
which attempts to minimize exposure to changing interest rates through the
matching of investment cash flows with amounts expected to be due under the
insurance contracts. As discussed below, the Company has used discount rates
in its determination of fair values for its liabilities which are consistent
with market yields for related assets. The use of the asset market yield is
consistent with management's opinion that the risks inherent in its asset and
liability portfolios are similar. This assumption, however, might not result
in values consistent with those obtained through an actuarial appraisal of
the Company's business or values that might arise in a negotiated
transaction.
The following compares carrying values as shown for financial reporting
purposes with estimated fair values:
<TABLE>
<CAPTION>
December 31 1997 1996
_______________________________________________________________________________
(Dollars in thousands) |
Estimated | Estimated
Carrying Fair | Carrying Fair
Value Value | Value Value
_______________________| _______________________
<S> <C> <C> | <C> <C>
ASSETS |
Fixed maturities, available |
for sale $26,721 $26,721 | $24,220 $24,220
Short-term investments 799 799 | 350 350
Cash and cash equivalents 621 621 | 5 5
Separate account assets 4,878 4,878 | -- --
|
LIABILITIES |
Annuity products 2,506 2,340 | -- --
Separate account liabilities 4,878 4,569 | -- --
|
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values.
FIXED MATURITIES: Estimated fair values of publicly traded securities are as
reported by an independent pricing service. Estimated fair values of
conventional mortgage-backed securities not actively traded in a liquid
market are estimated using a third party pricing system. This pricing system
uses a matrix calculation assuming a spread over U.S. Treasury bonds based
upon the expected average lives of the securities.
SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's historical cost basis balance sheet approximate
estimated fair value for these instruments, due to their short-term nature.
SEPARATE ACCOUNT ASSETS: Separate account assets are based upon the quoted
fair values of the individual securities in the separate account.
ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are based upon discounted cash flow calculations. Cash flows of
future policy benefits are discounted using the market yield rate of the
assets supporting these liabilities.
SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's historical cost balance sheet. Estimated
fair values of separate account liabilities are based upon assumptions using
an estimated long-term average market rate of return to discount future cash
flows. The reduction in fair values for separate account liabilities reflect
the present value of future revenue from product and surrender charges.
5. MERGER
______________________________________________________________________________
TRANSACTION: On October 23, 1997, Equitable shareholders approved the Merger
Agreement dated as of July 7, 1997, among Equitable, PFHI, and ING. On
October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable pursuant to the Merger Agreement.
PFHI is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life Insurance Company
of Iowa and Golden American and their wholly owned subsidiaries. Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc., Directed Services, Inc., Equitable
of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital Trust II
and Equitable of Iowa Securities Network, Inc. In exchange for the
outstanding capital stock of Equitable, ING paid total consideration of
approximately $2.1 billion in cash and stock plus the assumption of
approximately $400 million in debt according to the Merger Agreement. As a
result of the merger, Equitable was merged into PFHI which was simultaneously
renamed Equitable of Iowa Companies, Inc. ("EIC"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain benefit
plans, were paid by EIC.
ACCOUNTING TREATMENT: The merger has been accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities at October 24, 1997. The purchase price was allocated
to EIC and its subsidiaries. Goodwill was established for the excess of the
merger cost over the fair value of the net assets and pushed down to EIC and
its subsidiaries including Golden American and First Golden. The allocation
of the purchase price to First Golden was approximately $25,936,000. The
cost of the acquisition is preliminary as it relates to estimated expenses,
and as a result the allocation to the Company may change. The amount of
goodwill was $96,000 at the merger date and is being amortized over 40 years
on a straight-line basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.
PRESENT VALUE OF IN FORCE ACQUIRED: As part of the merger, a portion of the
acquisition cost was allocated to the right to receive future cash flows from
the insurance contracts existing with the Company at the date of merger.
This allocated cost represents the present value of in force acquired
reflecting the value of those purchased policies calculated by discounting
the actuarially determined expected future cash flows at the discount rate
determined by ING.
An analysis of the PVIF asset is as follows:
<TABLE>
<CAPTION>
POST-MERGER
______________________
For the period
October 25, 1997
through
December 31, 1997
______________________
(Dollars in thousands)
<S> <C>
Beginning balance $132
Imputed interest 3
Amortization (6)
Adjustment for unrealized gains
on available for sale securities (3)
______________________
Ending balance $126
======================
</TABLE>
Interest is imputed on the unamortized balance of PVIF at a rate of 7.03% for
the period October 25, 1997 through December 31, 1997. The amortization of
PVIF, net of imputed interest, is charged to expense. PVIF is also adjusted
for the unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization for the next
five years, relating to the PVIF as of December 31, 1997 is $19,000 in 1998,
$18,000 in 1999, $17,000 in 2000, $15,000 in 2001 and $13,000 in 2002.
Actual amortization may vary based upon final purchase price allocations and
changes in assumptions and experience.
6. INCOME TAXES
______________________________________________________________________________
The Company will file a consolidated federal income tax return with Golden
American, also a life insurance company.
INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
__________________________________________________
For the period | For the period For the period
October 25, | January 1, December 17,
1997 | 1997 1996
through | through through
December 31, | October 24, December 31,
1997 | 1997 1996
_______________| _________________________________
(Dollars in thousands)
<S> <C> | <C> <C>
Current ($64)| $261 $23
Deferred 98 | 26 --
_______________| _________________________________
$34 | $287 $23
==================================================
</TABLE>
The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is
as follows:
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
__________________________________________________
For the period | For the period For the period
October 25, | January 1, December 17,
1997 | 1997 1996
through | through through
December 31, | October 24, December 31,
1997 | 1997 1996
_______________| _________________________________
(Dollars in thousands)
<S> <C> | <C> <C>
Income before income taxes $97 | $953 $65
===============| =================================
Income tax at federal |
statutory rate $34 | $334 $23
Tax effect (decrease) of: |
Compensatory stock option |
and restricted stock |
expense -- | (35) --
Other items -- | (12) --
_______________| _________________________________
Income tax expense $34 | $287 $23
==================================================
</TABLE>
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
___________________________________
December 31 1997 | 1996
____________________________________________________________ | ________________
(Dollars in thousands)
<S> <C> | <C>
Deferred tax assets: |
Future policy benefits $22 | --
Unrealized appreciation (depreciation) |
of available for sale fixed maturity |
securities -- | $54
________________ | ________________
22 | 54
Deferred tax liabilities: |
Unrealized appreciation (depreciation) |
of available for sale fixed maturity |
securities (51) | --
Fixed maturity securities (134) | --
Deferred policy acquisition costs (39) | --
Present value of in force acquired (45) | --
________________ | ________________
(269) | --
________________ | ________________
Deferred income tax asset (liability) ($247) | $54
===================================
</TABLE>
7. RELATED PARTY TRANSACTIONS
______________________________________________________________________________
On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional capital. All expenses related to the incorporation
and licensing of First Golden were incurred by Golden American.
The Company has service agreements with Golden American, Equitable Investment
Services, Inc. ("EISI") and Equitable Life Insurance Company of Iowa
("Equitable Life") in which Golden American, EISI and Equitable Life provide
administrative and financial related services. For the period October 25,
1997 through December 31, 1997, First Golden incurred expenses of $8,000 and
$13,000 under the agreement with Golden American and Equitable Life,
respectively. General expenses of $16,000 and $16,000 were incurred by First
Golden under these agreements for Golden American and Equitable Life,
respectively, for the period January 1, 1997 through October 24, 1997. For
the period October 25, 1997 through December 31, 1997 and the period January
1, 1997 through October 24, 1997, payments to EISI for investment advisory
services were $11,000 and $51,000, respectively.
The Company has a service agreement with Directed Services, Inc. ("DSI", a
wholly owned subsidiary of Equitable of Iowa Companies, Inc.) under which it
will provide certain administrative services to DSI relating to customer
accounts. First Golden paid commissions and overrides to DSI totaling
$141,000 and $267,000, for the period October 25, 1997 through December 31,
1997, and the period January 1, 1997 through October 24, 1997, respectively.
The Golden American board of directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1997.
8. COMMITMENTS AND CONTINGENCIES
______________________________________________________________________________
REINSURANCE: At December 31, 1997, First Golden had a reinsurance treaty
with a reinsurer covering a significant portion of the mortality risks under
its variable contracts with an unaffiliated reinsurer. First Golden remains
liable to the extent its reinsurer does not meet its obligation under the
reinsurance agreement. At December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $1,000 for the period
October 25, 1997 through December 31, 1997.
LITIGATION: The Company is not involved in any legal proceeding as of the
date of this report.
LEASES: The Company has a lease for its home office space which expires
December 31, 2001. The office space was not occupied until 1997. The
Company also leases certain other equipment under an operating lease which
expires in 1998. Rent expense for the year ended December 31, 1997 was
$59,000. At December 31, 1997, minimum rental payments due under the
operating leases are $78,000 in 1998, $76,000 in 1999, $76,000 in 2000 and
$76,000 in 2001.
VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits. A
significant portion of the Company's sales is generated by two broker/dealers.
One of these distributors sold 59.4% of the Company's products in 1997.
This distributor has indicated that it may discontinue the sales relationship
by the end of 1998. Substantial changes in tax laws would make these products
less attractive to consumers, and extreme fluctuations in interest rates or
stock market returns which may result in higher lapse experience than assumed,
could cause a severe impact to the Company's financial condition.
YEAR 2000 PROJECT (UNAUDITED): Based on a study of its computer software and
hardware, First Golden's parent, Golden American, has determined its exposure
to the Year 2000 change of the century date issue. Management believes the
Company's systems are or will be substantially compliant by the Year 2000,
and Golden American has engaged external consultants to validate this
assumption. The only system known to be affected by this issue is a system
maintained by an affiliate who will incur the related costs to make the
system compliant. To mitigate the effect of outside influences and other
dependencies relative to the Year 2000, Golden American will continue to
contact significant customers, suppliers and other third parties. To the
extent these third parties would be unable to transact business in the Year
2000 and thereafter, the Company's operations could be adversely affected.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III.
ITEMS 10 - 13.
Information called for by items 10 through 13 of this part is omitted
pursuant to General Instruction I. (2)(c) of Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (a)(2) Financial statements and schedules
The following financial statements of First Golden American Life Insurance
Company of New York are included in Item 8:
Balance sheets - December 31, 1997 and 1996
Statements of income - For the periods October 25, 1997 through
December 31, 1997 and January 1, 1997 through October 24, 1997
and for the period December 17, 1996 (commencement of
operations) through December 31, 1996
Statements of stockholder's equity - For the periods October 25,
1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997 and for the period December 17, 1996 through
December 31, 1996
Statements of cash flows - For the periods October 25, 1997
through December 31, 1997 and January 1, 1997 through October
24, 1997 and for the period December 17, 1996 through December
31, 1996
Notes to financial statements
The following financial statement schedules of First Golden American Life
Insurance Company of New York are included in Item 14(d):
Schedule I - Summary of investments - other than investments
in related parties
Schedule III - Supplementary insurance information
All other schedules required by Article 7 of Regulation S-X are not required
under the related instructions or are inapplicable and therefore have been
omitted.
(a)(3), and (c) Exhibits
Exhibits filed are listed in the attached exhibit index.
(b) No reports on Form 8-K were filed for the quarter ended December 31, 1997.
ITEM 14(d). Schedules
SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)
<TABLE>
<CAPTION>
Balance
Sheet
December 31, 1997 Cost 1 Value Amount
_______________________________________________________________________________
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and govern-
mental agencies and authorities $7,649 $7,662 $7,662
Public utilities 1,000 1,010 1,010
Investment grade corporate 16,324 16,484 16,484
Below investment grade corporate 1,597 1,565 1,565
_______________________________________
Total fixed maturities, available
for sale 26,570 26,721 26,721
Short-term investments 799 799
___________ ___________
Total investments $27,369 $27,520
=========== ===========
<FN>
Note 1: Cost is defined as amortized cost for bonds and short-term investments
adjusted for amortization of premiums and accrual of discounts.
</TABLE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A B C D E F
________________________________________________________________________________
Future
Policy Other
De- Benefits, Policy
ferred Losses, Claims Insur-
Policy Claims Un- and ance
Acqui- and earned Bene- Premiums
sition Loss Revenue fits and
Segment Costs Expenses Reserve Payable Charges
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Period October 25, 1997
through December 31, 1997:
Life insurance $189 $2,506 -- -- $8
PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance N/A N/A N/A N/A $4
Period December 17, 1996
through December 31, 1996:
Life insurance -- -- -- -- --
</TABLE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A G H I J K
________________________________________________________________________________
Amorti-
Benefits zation
Claims, of
Losses Deferred
Net and Policy Other
Invest- Settle- Acqui- Opera-
ment ment sition ting Premiums
Segment Income Expenses Costs Expenses Written
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Period October 25, 1997
through December 31, 1997:
Life insurance $286 $26 $13 $159 --
PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance $1,449 $48 $7 $445 --
Period December 17, 1996
through December 31, 1996:
Life insurance $65 -- -- -- --
</TABLE>
Pursuant to the requirements 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.
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
DATE: March 30, 1998 By /s/Terry L. Kendall
_______________________
Terry L. Kendall
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Title
_________________________ _________________________________
s/Terry L. Kendall Chairman of the Board, President,
_________________________ Chief Executive Officer, and
Terry L. Kendall Director
(principal executive officer)
s/Mary Bea Wilkinson Senior Vice President and
_________________________ Treasurer
Mary Bea Wilkinson
(principal financial officer)
s/Michellen A. Wildin Assistant Vice President and
_________________________ Chief Accounting Officer
Michellen A. Wildin
(principal accounting officer)
March 30, 1998
s/Myles R. Tashman Executive Vice President,
_________________________ General Counsel, Secretary and
Myles R. Tashman Director
s/Frederick S. Hubbell Director
_________________________
Frederick S. Hubbell
s/Barnett Chernow Executive Vice President and
_________________________ Director
Barnett Chernow
s/Andrew Kalinowski Director
_________________________
Andrew Kalinowski
s/Carol V. Coleman Director
_________________________
Carol V. Coleman
Signatures Title
_________________________ _________________________________
s/Stephen J. Friedman Director
_________________________
Stephen J. Friedman
March 30, 1998
s/Bernard Levitt Director
_________________________
Bernard Levitt
s/Roger A. Martin Director
_________________________
Roger A. Martin
INDEX
Exhibits to Annual Report on Form 10-K
Year ended December 31, 1997
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
2 PLAN OF ACQUISITION
(a) Agreement and Plan of Merger dated July 7, 1997, among Equitable,
ING Groep N.V. and PFHI Holdings, Inc. (incorporated by
reference from Exhibit 2 in Equitable's Form 8-K filed July 11,
1997)
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of First Golden American Life Insurance
Company of New York ("Registrant") (incorporated by reference
from Exhibit 3(i) to Amendment No. 1 to Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission ("the SEC") on or about March 18, 1997
(File No. 333-16279))
(b) By-laws of First Golden American Life Insurance Company of New York
(incorporated by reference from Exhibit 3(ii) to Amendment No. 1
to Registrant's Registration Statement on Form S-1 filed with the
SEC on or about March 18, 1997 (File No. 333-16279))
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Individual Deferred Combination Variable and Fixed Annuity
Contract (incorporated by reference from Exhibit 4(a) to Amendment
No. 1 to Registrant's Registration Statement on Form S-1 filed
with the SEC on or about March 18, 1997 (File No. 333-16279))
(b) Individual Deferred Combination Variable and Fixed Annuity
Contract Application (incorporated by reference from Exhibit 4(b)
to Amendment No. 1 to Registrant's Registration Statement on
Form S-1 filed with the SEC on or about March 18, 1997
(File No. 333-16279))
10. MATERIAL CONTRACTS
(a) Services Agreement, dated November 8, 1996 between Directed
Services, Inc. and First Golden American Life Insurance Company
of New York (incorporated be reference from Exhibit 10(a) to
Amendment No. 1 to Registrant's Registration Statement on Form
S-1 filed with the SEC on or about March 18, 1997
(File no. 333-16279))
(b) Administrative Services Agreement, dated November 8, 1996 between
First Golden American Life Insurance Company of New York and
Golden American Life Insurance Company (incorporated by reference
from Exhibit 10(b) to Amendment No. 1 to Registrant's
Registration Statement on Form S-1 filed with the SEC on or about
March 18, 1997 (File No. 333-16279))
(c) Form of Administrative Services Agreement between First Golden
American Life Insurance Company of New York and Equitable Life
Insurance Company of Iowa (incorporated by reference from Exhibit
10(c) to Amendment No. 1 to Registrant's Registration Statement
on Form S-1 filed with the SEC on or about March 18, 1997
(File No. 333-16279))
INDEX
Exhibits to Annual Report on Form 10-K
Year ended December 31, 1997
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(d) Form of Custodial Agreement between Registrant and The Bank of
New York (incorporated by reference from Exhibit 10(d) to
Amendment No. 1 to Registrant's Registration Statement on Form
S-1 filed with the SEC on or about March 18, 1997
(File No. 333-16279))
(e) Form of Participation Agreement between: Depositor and the
Travelers Series Fund, Inc.; Depositor and the Smith Barney Series
Fund, Inc.; Depositor and the Smith Barney Concert Allocation
Series, Inc. (incorporated by reference from Exhibit 10(e) to
Amendment No. 1 to Registrant's Registration Statement on Form
S-1 filed with the SEC on or about March 18, 1997
(File No. 333-16279))
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> OCT-25-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 26,721
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 27,520
<CASH> 621
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 189
<TOTAL-ASSETS> 33,927
<POLICY-LOSSES> 2,506
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,000
<OTHER-SE> 24,095
<TOTAL-LIABILITY-AND-EQUITY> 33,927
0
<INVESTMENT-INCOME> 286
<INVESTMENT-GAINS> 1
<OTHER-INCOME> 8
<BENEFITS> 26
<UNDERWRITING-AMORTIZATION> 13
<UNDERWRITING-OTHER> 159
<INCOME-PRETAX> 97
<INCOME-TAX> 34
<INCOME-CONTINUING> 63
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 63
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
