SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=========
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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 (IRS 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
__________________________________________________________________________
Former name, former address and formal fiscal year, if changed since last
report
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 / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 200,000 shares of Common
Stock as of November 6, 1998.
NOTE: WHEREAS FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1)(a) AND (b) OF FORM 10Q,
THIS FORM IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2)
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
_____________________________
Person for whom the Financial Information is given: First Golden American
Life Insurance Company
of New York
Condensed Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
______________________________________
For the Three | For the Three
Months Ended | Months Ended
September 30, 1998 |September 30, 1997
___________________|__________________
(Dollars in thousands)
<S> <C> | <C>
Revenues: |
Annuity product charges $79 | $1
Net investment income 462 | 465
Realized gains on investments -- | --
___________________|__________________
541 | 466
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to account balances 87 | 32
Underwriting, acquisition and |
insurance expenses: |
Commissions 367 | 108
General expenses 228 | 106
Insurance taxes (31)| 2
Policy acquisition costs deferred (500)| (94)
Amortization: |
Deferred policy acquisition costs 34 | (10)
Present value of in force acquired 2 | --
Goodwill 1 | --
___________________|__________________
188 | 144
___________________|__________________
353 | 322
|
Income taxes 124 | 101
___________________|__________________
|
Net income $229 | $221
======================================
</TABLE>
See accompanying notes.
Condensed Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
_______________________________________
For the Nine | For the Nine
Months Ended | Months Ended
September 30, 1998 |September 30, 1997
___________________|___________________
(Dollars in thousands)
<S> <C> | <C>
Revenues: |
Annuity product charges $156 | $1
Net investment income 1,329 | 1,302
Realized gains on investments 24 | --
___________________|___________________
1,509 | 1,303
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to account balances 215 | 36
Underwriting, acquisition and |
insurance expenses: |
Commissions 1,131 | 179
General expenses 492 | 359
Insurance taxes 63 | 11
Policy acquisition costs deferred (1,453)| (196)
Amortization: |
Deferred policy acquisition costs 60 | 4
Present value of in force acquired 10 | --
Goodwill 2 | --
___________________|___________________
520 | 393
___________________|___________________
989 | 910
|
Income taxes 347 | 307
___________________|___________________
|
Net income $642 | $603
=======================================
</TABLE>
See accompanying notes.
Condensed Balance Sheets (Unaudited):
<TABLE>
<CAPTION>
POST-MERGER
_______________________________________
September 30, 1998 | December 31, 1997
___________________| __________________
(Dollars in thousands,
except per share data)
<S> <C> | <C>
ASSETS |
|
Investments: |
Fixed maturities, available for sale, |
at fair value (cost: 1998 - $25,455; |
1997 - $26,570) $26,477 | $26,721
Short-term investments 4,435 | 799
___________________| __________________
Total investments 30,912 | 27,520
|
Cash and cash equivalents 958 | 621
Due from affiliates 12 | --
Accrued investment income 450 | 376
Deferred policy acquisition costs 1,543 | 189
Present value of in force acquired 103 | 126
Current income taxes recoverable 13 | 63
Property and equipment, less |
allowances for depreciation of |
$13 in 1998 and $3 in 1997 48 | 57
Goodwill, less accumulated amortization |
of $3 in 1998 and $1 in 1997 93 | 95
Other assets 191 | 2
Separate account assets 18,578 | 4,878
___________________| __________________
Total assets $52,901 | $33,927
=======================================
</TABLE>
See accompanying notes.
Condensed Balance Sheets (Unaudited) (Continued):
<TABLE>
<CAPTION>
POST-MERGER
_______________________________________
September 30, 1998 | December 31, 1997
___________________| __________________
(Dollars in thousands,
except per share data)
<S> <C> | <C>
LIABILITIES AND STOCKHOLDER'S EQUITY |
|
Policy liablities and accruals: |
Future policy benefits: |
Annuity products $6,014 | $2,506
Deferred income tax liability 797 | 247
Due to affiliates 44 | 61
Other liabilities 199 | 140
Separate account liabilities 18,578 | 4,878
___________________| __________________
25,632 | 7,832
|
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 | 23,936
Accumulated comprehensive income 628 | 96
Retained earnings 705 | 63
___________________| __________________
Total stockholder's equity 27,269 | 26,095
___________________| __________________
Total liabilities and stockholder's |
equity $52,901 | $33,927
=======================================
</TABLE>
See accompanying notes.
Condensed Statements of Cash Flows (Unaudited):
<TABLE>
<CAPTION>
POST-MERGER PRE-MERGER
_____________________________________
For the Nine | For the Nine
Months Ended | Months Ended
September 30, 1998|September 30, 1997
__________________|__________________
(Dollars in thousands)
<S> <C> | <C>
NET CASH PROVIDED BY (USED IN) OPERATING |
ACTIVITIES ($413)| $445
|
INVESTING ACTIVITIES |
Sales of fixed maturities - available for |
sale 1,084 | 201
Short-term investments - net (3,636)| (558)
Purchase of property and equipment -- | (60)
__________________|__________________
Net cash used in investing activities (2,552)| (417)
|
FINANCING ACTIVITIES |
Receipts from investment contracts credited |
to policyholder account balances 3,935 | 2,071
Return of policyholder account balances on |
investment contracts (141)| (10)
Net reallocations to Separate Account (492)| (28)
__________________|__________________
Net cash provided by financing activities 3,302 | 2,033
__________________|__________________
|
Increase in cash and cash equivalents 337 | 2,061
Cash and cash equivalents at beginning |
of period 621 | 5
__________________|__________________
|
Cash and cash equivalents at end of |
period $958 | $2,066
==================|==================
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
Cash paid during the period for income |
taxes $80 | $283
</TABLE>
See accompanying notes.
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. This form is being filed with the reduced disclosure format
specified in General Instruction H (1)(a) and (b) of Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. All adjustments were of a normal recurring
nature, unless otherwise noted in Management's Discussion and Analysis and
the Notes to Financial Statements. These financial statements should be read
in conjunction with the financial statements and the related notes included
in First Golden American Life Insurance Company of New York's ("First Golden"
or the "Company") annual report on Form 10-K for the year ended December 31,
1997. Operating results for the nine months ended September 30, 1998, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1998.
ORGANIZATION
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 an Agreement and Plan of Merger dated
as of July 7, 1997, 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., a Delaware corporation.
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 at that date. 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,
while the financial statements for October 24, 1997 and prior periods are
presented on the Pre-Merger historical cost basis of accounting.
FAIR VALUES
Estimated fair values of investment grade public bonds are estimated using a
third party pricing system. This pricing system uses a matrix calculation
assuming a spread over the U.S. Treasury bonds based upon the expected
average lives of the securities.
STATUTORY
Net income for First Golden as determined in accordance with statutory
accounting practices was $32,000 and $583,000 for the nine months ended
September 30, 1998, and 1997, respectively. Total statutory capital and
surplus was $25,383,000 at September 30, 1998, and $25,424,000 at December
31, 1997.
NOTE 2 -- COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS
No. 130 establishes new rules for the reporting and display of comprehensive
income and its components; however, the adoption of this statement had no
impact on the Company's net income or stockholder's equity. SFAS No. 130
requires unrealized gains or losses on the Company's available for sale
securities (net of deferred income taxes, deferred policy acquisition costs
and present value of in force acquired), which prior to adoption were
reported separately in stockholder's equity, to be included in other
comprehensive income. Prior year financial statements have been reclassified
to conform to the requirements of SFAS No. 130.
Total comprehensive income for the third quarter of 1998 and 1997 amounted to
$601,000 and $551,000, respectively. During the first nine months of 1998
and 1997, total comprehensive income amounted to $1,174,000 and $879,000,
respectively.
NOTE 3 -- RELATED PARTY TRANSACTIONS
Directed Services, Inc. ("DSI") acts as the principal underwriter (as defined
in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) and distributor of the variable insurance products issued by the
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint the
broker/dealers as agents. As of September 30, 1998, the Company's variable
insurance products were sold primarily through three broker/dealer
institutions. The Company paid commissions and expenses to DSI totaling
$367,000 in the third quarter and $1,131,000 for the first nine months of
1998. For the third quarter and first nine months of 1997, the commissions
and expenses were $108,000 and $179,000, respectively.
The Company has service agreements with Golden American Life Insurance
Company ("Golden American" or the "Parent") and Equitable Life Insurance
Company of Iowa ("Equitable Life") in which Golden American and Equitable
Life provide administrative and financial related services. For the third
quarter of 1998, the Company incurred expenses of $41,000 and $29,000,
respectively, from Equitable Life and Golden American under these agreements.
The Company incurred expenses of $123,000 and $60,000, respectively, from
Equitable Life and Golden American for the nine months ended September 30,
1998.
The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $17,000 and $19,000 from Golden American and DSI,
respectively, for the third quarter of 1998. For the nine months ended
September 30, 1998, these revenues were $53,000 and $57,000 from Golden
American and DSI, respectively.
Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING-IM"), an affiliated company, in which ING-
IM provides asset management and accounting services. Under the agreement,
the Company records a fee based on the value of the assets under management.
The fee is payable quarterly. For the quarter ending September 30, 1998, the
Company incurred fees of $13,000 under this agreement. The Company incurred
fees of $41,000 under this agreement for the nine months ended September 30,
1998.
The Company had premiums, net of reinsurance, for variable products for the
nine months ended September 30, 1998, that totaled $83,000 from Locust Street
Securities, Inc., an affiliate.
NOTE 4 -- COMMITMENTS AND CONTINGENCIES
REINSURANCE: At September 30, 1998, First Golden had a reinsurance treaty
with an unaffiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. First Golden remains liable to
the extent its reinsurer does not meet its obligation under the reinsurance
agreement. At September 30, 1998, the Company had a payable of $1,000 for
reinsurance premiums. Included in the accompanying financial statements are
net considerations to reinsurers of $3,000 in the third quarter, and $6,000
for the first nine months of 1998.
LITIGATION: The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.
VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio. 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. Substantial changes in tax laws that
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 have a severe impact on the
Company's financial condition. Three broker/dealers generated 93.5% of the
Company's sales in the nine months ended September 30, 1998. One of these
distributors sold 70.4% of the Company's products in the nine months ended
September 30, 1998. This distributor has indicated that it intends to
discontinue its sales relationship with the Company by the end of 1998.
REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
established a revolving note payable effective July 27, 1998, and expiring
July 31, 1999, with SunTrust Bank, Atlanta (the "Bank"). The note was
approved by the Company's board of directors on September 29, 1998. The
total amount the Company may have outstanding is $10 million. The note
accrues interest at an annual rate equal to: (1) the cost of funds for the
Bank for the period applicable for the advance plus 0.25% or (2) a rate
quoted by the Bank to the Company for the advance. The terms of the
agreement require the Company to maintain the minimum level of Company Action
Level Risk Based Capital as established by applicable state law or
regulation.
YEAR 2000 PROJECT: Based on a 1997 study of the Company's computer software
and hardware, the Parent has determined the Company's exposure to the Year
2000 change of the century date issue. Some of the Company's computer
programs were originally written using two digits rather than four to define
a particular year. As a result, these computer programs contain "time
sensitive" software that may recognize "00" as the year 1900 rather than the
year 2000, which could cause system failure or miscalculations resulting in
disruptions to operations. These disruptions could include, but are not
limited to, a temporary inability to record transactions.
The Parent has identified one system and other desktop software that will
have date problems. All systems are maintained by the Parent and will be
upgraded in the fourth quarter of 1998. To a lesser extent, the Company
depends on various non-information technology systems, such as telephone
switches, which could also fail or misfunction as a result of the Year 2000.
The Parent has developed a plan to address the Year 2000 issue in a timely
manner. The following schedule details the plan's phases, progress towards
completion and estimated completion dates:
<TABLE>
<CAPTION>
% Complete as of Actual/Estimated
Phases September 30, 1998 Completion Dates
______________________________________________________________________________
<S> <C> <C>
ASSESSMENT AND DEVELOPMENT of the steps
to be taken to address Year 2000
systems issues 100% 12/31/97
IMPLEMENTATION of steps to address Year
2000 systems issues 76-99% 12/31/98
IMPLEMENTATION of steps to address
Year 2000 desktop software issues 76-99% 12/31/98
TESTING of systems 26-50% 12/31/98
POINT-TO-POINT TESTING of external
interfaces with third party computer
systems that communicate with Company
systems 1-25% 12/31/98
IMPLEMENTATION of tested software
addressing Year 2000 systems issues 51-75% 12/31/98
CONTINGENCY PLAN 1-25% 03/31/99
</TABLE>
In addition, the Company's operations could be adversely affected if
significant customers, suppliers and other third parties would be unable to
transact business in the Year 2000 and thereafter. To mitigate the effect of
outside influences and other dependencies relative to the Year 2000, the
Parent has identified and contacted these third parties who have assured the
Parent that necessary steps are being taken to prepare for the Year 2000.
Management believes the Company's systems are or will be substantially
compliant by Year 2000. The Parent will bear all systems upgrade costs to
make the Company's system Year 2000 compliant. Management expects some of the
Parent's internal resources to be utilized in early 1999 to finalize the
contingency plan.
Despite the Parent's efforts to modify or replace "time sensitive" computer
and information systems, the Company could experience a disruption to its
operations as a result of the Year 2000. The Parent is currently developing
a contingency plan to address any systems that may malfunction despite the
testing being performed. The contingency plan, which is expected to be
completed by March 31, 1999, will provide for the availability of staff,
prioritize tasks and outline procedures to fix any malfunctioning systems.
The completion date of the Year 2000 project is based on management's best
estimates. These estimates were derived using numerous assumptions of future
events, including the continued availability of resources, third party Year
2000 compliance and other factors. There is no guarantee these estimates
will be achieved and actual results could materially differ from those
anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of trained
personnel, the ability to locate and correct all relevant computer codes and
other uncertainties.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's condensed
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 condensed
financial statements, the related notes and the Cautionary Statement
Regarding Forward-Looking Statements which appear elsewhere in this report.
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. First Golden's primary purpose is to offer insurance
products in the states of New York and Delaware. On January 2, 1997, and
December 23, 1997, First Golden became licensed as a life insurance company
in New York and Delaware, respectively. First Golden began selling products
in May of 1997.
RESULTS OF OPERATIONS
_____________________
MERGER
On October 23, 1997, Equitable of Iowa Companies ("Equitable") shareholders
approved an 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 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 the periods 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.
PREMIUMS
On March 25, 1997 and December 23, 1997, First Golden received policy
approvals in New York and Delaware, respectively. The Company reported $18.8
million in variable annuity premiums during the first nine months of 1998
compared to $3.3 million for the first nine months of 1997.
Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the nine months ended September 30, 1998, totaled $17.6
million, or 93.5% of premiums. One of these distributors sold 70.4% of the
Company's products during this period. This distributor has indicated that
it intends to discontinue its sales relationship with the Company by the end
of 1998.
REVENUES
During the first nine months of 1998 and 1997, product charges totaled
$156,000 and $1,000, respectively. Net investment income was $1.33 million
for the first nine months of 1998. This is an increase of 2.1% compared to
net investment income of $1.30 million for the first nine months of 1997.
The Company recognized a realized gain of $24,000 from the sale of
investments during the first nine months of 1998.
EXPENSES
The Company reported total insurance benefits and expenses of $520,000 during
the first nine months of 1998 and $393,000 for first nine months of 1997.
Interest credited to annuity benefits totaled $215,000 during this period,
and $36,000 for the same period in 1997. Commissions, general expenses and
insurance taxes were $1.1 million, $492,000 and $63,000, respectively, for
the first nine months of 1998. For the first nine months of 1997,
commissions, general expenses and insurance taxes were $179,000, $359,000 and
$11,000, respectively. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on current earnings.
At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated 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 $1.5 million of expenses associated with the
sale of variable annuity contracts for the nine months ended September 30,
1998. These acquisition costs are amortized in proportion to the expected
gross profits. Amortization of DPAC was $60,000 for the nine months ended
September 30, 1998. Amortization of PVIF for the same period was $10,000.
During the third quarter of 1998, PVIF was unlocked by $2,000 to reflect
changes in the assumptions related to the timing of future gross profits.
Based on current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net amortization is
$3,000 for the remainder of 1998, $13,000 in 1999, $13,000 in 2000, $13,000
in 2001, $12,000 in 2002 and $11,000 in 2003. 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 totaled $2,000 for the nine months ended September
30, 1998. Goodwill is being amortized on a straight-line basis over 40
years.
NET INCOME
Net income was $642,000 for the first nine months of 1998, an increase of
$39,000 or 6.5% from the same period in 1997.
FINANCIAL CONDITION
___________________
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 and 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 to the policyholders.
The Company's total investment portfolio remained stable during the first
nine months of 1998 compared to December 31, 1997. All of the Company's
investments are carried at fair value in the Company's financial statements.
The change 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 decline in the cost basis of these
securities due to scheduled principal payments.
FIXED MATURITY SECURITIES: At September 30, 1998, the Company had fixed
maturities with an amortized cost of $25.5 million and an estimated fair
value of $26.5 million. The individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
($22.7 million or 89.4%), 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 ($1.1 million or 4.1%), which are securities issued by
corporations that are rated BB+ to BB- by Standard & Poor's. Securities not
rated by Standard & Poor's had a National Association of Insurance
Commissioners rating of 1 ($1.7 million or 6.5%).
The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturity securities of $1.02 million was
comprised of gross appreciation of $1.07 million and gross depreciation of
$50,000. Net unrealized holding gains on these securities, net of
adjustments to DPAC, PVIF and deferred income taxes, increased stockholder's
equity by $628,000 at September 30, 1998.
At September 30, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.1 million, or 3.4%, 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 September 30, 1998, the yield at
amortized cost on the Company's below investment grade portfolio was 8.1%
compared to 6.5% for the Company's investment grade corporate bond portfolio.
The Company estimates the fair value of its below investment grade portfolio
was $1.0 million, or 95.4% of amortized cost value, at September 30, 1998.
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 that 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 nine months ended September 30, 1998, the amortized cost basis of
the Company's fixed maturity portfolio was reduced by $520,000 as a result of
scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in the
first nine months of 1998.
At September 30, 1998, no fixed maturity securities were deemed to have
impairments in value that are other than temporary. The Company's fixed
maturity investment portfolio had a combined yield at amortized cost of 6.6%
at September 30, 1998.
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. At the merger date, the Company's DPAC
was eliminated 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. Any expenses which vary with the sales of the
Company's products are deferred and amortized. At September 30, 1998, DPAC
and PVIF were $1.5 million and $103,000, 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 for the nine months ended September 30, 1998,
was approximately $2,000.
Other assets at September 30, 1998 were $189,000 higher than at December 31,
1997. This increase is primarily due to an increased volume of cash received
not applied to policies.
At September 30, 1998, the Company had $18.6 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets is due to growth in the sales of the Company's
variable products, net of market depreciation.
At September 30, 1998, the Company had total assets of $52.9 million, an
increase of 55.9% from December 31, 1997.
LIABILITIES
Future policy benefits increased $3.5 million in the first nine months of
1998 to $6.0 million due to premium growth in the Company's fixed account
option of its variable products. Policy reserves represent the premiums
received plus accumulated interest less mortality and administration charges.
At September 30, 1998, the Company had $18.6 million of separate account
liabilities. This is an increase of 280.9% over separate account liabilities
as of December 31, 1997, and is primarily related to increased sales of the
Company's variable products, net of market depreciation.
The Company's total liabilities increased $17.8 million, or 227.3%, during
the first nine months of 1998 and totaled $25.6 million at September 30,
1998. The increase 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 variable annuity sales
throughout 1998.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The liquidity requirements of the Company are met by cash flow from
investment income, premiums and maturities of fixed maturity investments.
The Company primarily uses funds for the payment of annuity benefits,
commissions, operating expenses and the purchase of new 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 through 2001.
On December 17, 1996, Golden American made a capital contribution to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
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. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.
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 for a rating 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 during
1997 or 1998.
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.
VULNERABILITY FROM CONCENTRATIONS: First Golden's operations consist of one
business segment, the sale of insurance products. First Golden is not
dependent upon any single customer, however, three broker/dealers accounted
for a significant portion of its sales volume in 1998. One of these
distributors sold 70.4% of the Company's products in the first nine months of
1998. This distributor has indicated that it intends to discontinue its sales
relationship with the Company by the end of 1998. All premiums are generated
from consumers in the states of New York and Delaware.
REINSURANCE: At September 30, 1998, First Golden had a reinsurance treaty
with an unaffiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. First Golden remains liable to
the extent its reinsurer does not meet its obligation under the reinsurance
agreement.
REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
established a revolving note payable effective July 27, 1998, and expiring
July 31, 1999, with SunTrust Bank, Atlanta (the "Bank"). The note was
approved by the Company's board of directors on September 29, 1998. The
total amount the Company may have outstanding is $10 million. The note
accrues interest at an annual rate equal to: (1) the cost of funds for the
Bank for the period applicable for the advance plus 0.25% or (2) a rate
quoted by the Bank to the Company for the advance. The terms of the
agreement require the Company to maintain the minimum level of Company Action
Level Risk Based Capital as established by applicable state law or
regulation.
YEAR 2000 PROJECT: Based on a 1997 study of the Company's computer software
and hardware, the Parent has determined the Company's exposure to the Year
2000 change of the century date issue. Some of the Company's computer
programs were originally written using two digits rather than four to define
a particular year. As a result, these computer programs contain "time
sensitive" software that may recognize "00" as the year 1900 rather than the
year 2000, which could cause system failure or miscalculations resulting in
disruptions to operations. These disruptions could include, but are not
limited to, a temporary inability to record transactions.
The Parent has identified one system and other desktop software that will
have date problems. All systems are maintained by the Parent and will be
upgraded in the fourth quarter of 1998. To a lesser extent, the Company
depends on various non-information technology systems, such as telephone
switches, which could also fail or misfunction as a result of the Year 2000.
The Parent has developed a plan to address the Year 2000 issue in a timely
manner. The following schedule details the plan's phases, progress towards
completion and estimated completion dates:
<TABLE>
<CAPTION>
% Complete as of Actual/Estimated
Phases September 30, 1998 Completion Dates
______________________________________________________________________________
<S> <C> <C>
ASSESSMENT AND DEVELOPMENT of the steps
to be taken to address Year 2000
systems issues 100% 12/31/97
IMPLEMENTATION of steps to address Year
2000 systems issues 76-99% 12/31/98
IMPLEMENTATION of steps to address
Year 2000 desktop software issues 76-99% 12/31/98
TESTING of systems 26-50% 12/31/98
POINT-TO-POINT TESTING of external
interfaces with third party computer
systems that communicate with Company
systems 1-25% 12/31/98
IMPLEMENTATION of tested software
addressing Year 2000 systems issues 51-75% 12/31/98
CONTINGENCY PLAN 1-25% 03/31/99
</TABLE>
In addition, the Company's operations could be adversely affected if
significant customers, suppliers and other third parties would be unable to
transact business in the Year 2000 and thereafter. To mitigate the effect of
outside influences and other dependencies relative to the Year 2000, the
Parent has identified and contacted these third parties who have assured the
Parent that necessary steps are being taken to prepare for the Year 2000.
Management believes the Company's systems are or will be substantially
compliant by Year 2000. The Parent will bear all systems upgrade costs to
make the Company's system Year 2000 compliant. Management expects some of the
Parent's internal resources to be utilized in early 1999 to finalize the
contingency plan.
Despite the Parent's efforts to modify or replace "time sensitive" computer
and information systems, the Company could experience a disruption to its
operations as a result of the Year 2000. The Parent is currently developing
a contingency plan to address any systems that may malfunction despite the
testing being performed. The contingency plan, which is expected to be
completed by March 31, 1999, will provide for the availability of staff,
prioritize tasks and outline procedures to fix any malfunctioning systems.
The completion date of the Year 2000 project is based on management's best
estimates. These estimates were derived using numerous assumptions of future
events, including the continued availability of resources, third party Year
2000 compliance and other factors. There is no guarantee these estimates
will be achieved and actual results could materially differ from those
anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of trained
personnel, the ability to locate and correct all relevant computer codes and
other uncertainties.
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, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which may
affect the ability of the Company to sell its products, the market value
and liquidity 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, market conduct claims, 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.
6. To the extent third parties would be unable to transact business in the
Year 2000 and thereafter, the Company's operations could be adversely
affected.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits included as part of this report is set forth in
the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
(b) Reports on Form 8-K
None
SIGNATURES
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.
DATE: November 11, 1998 FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
By/s/ Mary Bea Wilkinson
___________________________________
Mary Bea Wilkinson
Senior Vice President and Treasurer
(Principal Financial Officer)
By/s/ Michellen A. Wildin
___________________________________
Michellen A. Wildin
Assistant Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
INDEX
Exhibits to Form 10-Q
Nine Months ended September 30, 1998
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 of
Iowa Companies ("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" or "First Golden") (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 (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 (incorporated by 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 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 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))
(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))
INDEX
Exhibits to Form 10-Q
Nine Months ended September 30, 1998
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(e) Form of Participation Agreement between: First Golden and the
Travelers Series Fund Inc.; First Golden and the Smith Barney Series
Fund Inc.; First Golden 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))
(f) Form of Participation Agreement between First Golden and PIMCO
Variable Trust (incorporated by reference from Exhibit 10(f) to
Amendment No. 3 to Registrant's Registration Statement on Form S-1
filed with the SEC on or about April 30, 1998 (File No. 333-16279))
(g) Asset Management Agreement, dated March 30, 1998, between First Golden
and ING Investment Management LLC (incorporated by reference from
Exhibit 10(g) to First Golden's Form 10-Q filed with the SEC on August
14, 1998 (File No. 333-16279))
(h) Underwriting Agreement between First Golden and Directed Services,
Inc. (incorporated by reference from Exhibit 1 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))
(i) Revolving Note Payable, dated July 27, 1998, between First Golden
and SunTrust Bank, Atlanta
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)
Exhibit 10(i)
SINGLE PAYMENT NOTE
$10,000,000 July 27, 1998
For value received, the Obligor promises to pay to the order of
SunTrust Bank, Atlanta (the "Bank"), on July 31, 1999, or at such earlier
date as hereinafter provided, the principal sum of
TEN MILLION DOLLARS ($10,000,000)
or such lesser amount of loans as may from time to time, at the Bank's sole
discretion, be advanced or, upon repayment, readvanced by the Bank hereunder
together with interest from the date hereof on the unpaid principal balance
at such annual rate or rates of interest as shall be computed and paid in
accordance with the terms and conditions hereinafter set forth.
This note evidences the obligation of the Obligor to repay, with
interest, any and all present and future indebtedness of the Obligor for
loans at any time hereafter made or extended by the Bank hereunder up to the
aggregate principal amount of $10,000,000 at any time outstanding. The
payment of any indebtedness evidenced by this note shall not affect the
enforceability of this note as to any future, different or other indebtedness
evidenced hereby.
The Obligor acknowledges and agrees that Southland Life Insurance
Company (hereinafter "Southland"), Life Insurance Company of Georgia
(hereinafter "LICG"), ING America Life Corporation (hereinafter "America
Life"), Security Life of Denver Insurance Company (hereinafter "Security
Life"), Columbine Life Insurance Company (hereinafter "Columbine"),
Midwestern United Life Insurance Company (hereinafter "Midwestern"), and
First ING Life Insurance Company of New York ("First ING New York") are all
direct or indirect subsidiaries of ING America Insurance Holdings, Inc.
("America Holdings"). The Obligor further acknowledges and agrees that
Equitable Life Insurance Company of Iowa ("Equitable Life") USG Annuity and
Life Insurance Company ("USG"), Golden American Life Insurance Company
("Golden American"), Equitable American Insurance Company ("Equitable
American"), Locust Street Securities, Inc. ("Locust Street"), and the Obligor
are all direct or indirect subsidiaries of Equitable of Iowa Companies, Inc.
("Equitable of Iowa"). American Holdings and Equitable of Iowa are both
wholly-owned direct subsidiaries of ING Insurance International B.V. On the
date that this note is being executed, LICG, Security Life, America Life,
Southland, Equitable Life, USG, and America Holdings are executing separate
notes to the Bank in the maximum principal amount of $100,000,000 each;
Golden American and Columbine are executing separate notes to the Bank in the
maximum principal amount of $75,000,000 each; Equitable of Iowa is executing
a separate note to the Bank in the maximum principal amount of $50,000,000;
First ING New York and Locust Street are executing separate notes to the Bank
in the maximum principal amount of $10,000,000 each; Midwestern is executing
a separate note to the Bank in the maximum principal amount of $30,000,000;
and Equitable American is executing a separate note to the Bank in the
maximum principal amount of $25,000,000, each of which notes are
substantially similar to this note (the "Affiliate Notes"). Obligor agrees
that the aggregate unpaid principal balance from time to time outstanding on
this note plus the aggregate unpaid principal balance from time to time
outstanding on the Affiliate Notes will at no time exceed $150,000,000.
Obligor will not request any disbursement of principal under this note if,
after such disbursement, the unpaid principal balance of this note plus the
aggregate unpaid principal of the Affiliate Notes will exceed $150,000,000.
If the Obligor desires a disbursement of principal hereunder (an
"Advance") the Obligor shall give the Bank written or telephonic notice of
the amount of such Advance and the period of time from one (1) day to thirty
(30) days that such Advance shall be outstanding (the "Interest Period"),
provided, however, (a) if any Interest Period would otherwise end on a day
which is not a day on which the Bank and commercial banks in New York, New
York, are open for business (a "Business Day"), that Interest Period shall be
extended through the next succeeding day which is a Business Day, and (b) no
Interest Period shall extend beyond the maturity date of this note. Such
written or telephonic notice with respect to the amount of an Advance and the
Interest Period to be applicable thereto shall be given to the Bank by the
Obligor before one o'clock p.m. Atlanta time, on the first Business Day of
the applicable Interest Period. All telephonic notices shall be promptly
confirmed in writing.
The Obligor shall pay interest upon each Advance from the date of
disbursement through the last day of the applicable Interest Period
(including the date of disbursement but excluding the date of repayment) at a
rate per annum, calculated on the basis of a 360 day year and upon the actual
number of days elapsed, equal to either of the following rates of interest as
selected by the Obligor: (1) the per annum rate of interest equal to the
cost of funds of Bank for the Interest Period applicable to such Advance for
amounts substantially similar to the amount of such Advance plus .25% all as
determined by Bank in accordance with its usual practices in determining its
cost of funds (the "Cost of Funds Rate") or (2) a per annum rate of interest
that would be applicable to the requested Advance as quoted by the Bank to
the Obligor (the "Quoted Rate"). Unpaid interest accruing at either of such
rates will be due and payable on the last Business Day of the applicable
Interest Period. The Bank will advise the Obligor of the Cost of Funds Rate
and the Quoted Rate that will be applicable to a requested Advance before
1:30 p.m. Atlanta time on the Business Day that the Bank receives a request
for an Advance from the Obligor. The Obligor will advise the Bank as to
whether the Obligor has selected the Cost of Funds Rate or the Quoted Rate
before 2:00 p.m. Atlanta time on the Business Day that the Bank receives a
request for an Advance from the Obligor. Any telephonic selection of
interest rates by the Obligor will promptly be confirmed in writing. The
Bank will promptly disburse the amount of an Advance to the Obligor upon
receiving notice of the Obligor's interest rate selection. Unpaid interest
accruing at such interest rate will be due and payable on the last Business
Day of the applicable Interest Period.
The Obligor shall repay the entire outstanding principal balance of
each Advance on the last Business Day of the Interest Period applicable
thereto.
The Obligor may on any Business Day renew an outstanding Advance into
an Advance with the same or different Interest Period, provided that the Bank
must be advised of the Obligor's election to renew the Advance and the
Interest Period applicable to such renewal before one o'clock p.m. on the
last Business Day of the then current Interest Period. The interest rate to
be applicable to the renewal of any Advance shall be selected in the same
manner that the interest rate is selected at the time an Advance is made.
Any such renewal shall be at the Bank's sole discretion.
If no Interest Period has been elected for any Advance or for any
principal balance outstanding hereunder, or if such election shall not be
timely, then the Interest Period with respect thereto shall be deemed to be
one day and the applicable interest rate shall be the Cost of Funds Rate.
No prepayment of any Advance shall be permissible during the Interest
Period applicable thereto.
Should the Obligor fail for any reason to pay this note in full on the
maturity date or on the date of acceleration of payment, the Obligor further
promises to pay interest on the unpaid amount from such date until the date
of final payment at a Default Rate equal to the Prime Rate plus 4%. Should
legal action or an attorney at law be utilized to collect any amount due
hereunder, the Obligor further promises to pay all costs of collection, plus
reasonable attorney's fees. All amounts due hereunder may be paid at any
office of Bank. The principal balance of this note shall conclusively be
deemed to be the unpaid principal balance appearing on the Bank's records
unless such records are manifestly in error.
As security for the payment of this and any other liability of the
Obligor to the holder, direct or contingent, irrespective of the nature of
such liability or the time it arises, the Obligor hereby grants a security
interest to the holder in all property of the Obligor in or coming into the
possession, control or custody of the holder, or in which the holder has or
hereafter acquires a lien, security interest, or other right. Upon default,
holder may, without notice, immediately take possession of and then sell or
otherwise dispose of the collateral, signing any necessary documents as
Obligor's attorney in fact, and apply the proceeds against any liability of
Obligor to holder. Upon demand, the Obligor will furnish such additional
collateral, and execute any appropriate documents related thereto, deemed
necessary by the holder for its security. The Obligor further authorizes the
holder, without notice, to set-off any deposit or account and apply any
indebtedness due or to become due from the holder to the Obligor in
satisfaction of any liability described in this paragraph, whether or not
matured. The holder may, without notice, transfer or register any property
constituting security for this note into its or its nominee name with or
without any indication of its security interest therein.
This note shall immediately mature and become due and payable, without
notice or demand, upon the appointment of a receiver for the Obligor or upon
the filing of any petition or the commencement of any proceeding by the
Obligor for relief under any bankruptcy or insolvency laws, or any law
relating to the relief of debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt. Furthermore, this note
shall, at the option of the holder, immediately mature and become due and
payable, without notice or demand, upon the happening of any one or more of
the following events; (1) nonpayment on the due date of any amount due
hereunder; (2) failure of the Obligor to perform any other material
obligation to the holder; (3) if the Obligor shall fail to make any payment
as and when such payment is due upon any obligation for borrowed money other
than the obligation owing pursuant to this Note, and by reason thereof such
obligation becomes due prior to its stated maturity or prior to its regularly
scheduled dates of payment; (4) a reasonable belief on the part of the
holder that the Obligor is unable to pay its obligations when due or is
otherwise insolvent; (5) the filing of any petition or the commencement of
any proceeding against the Obligor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or extension of debt,
which petition or proceeding is not dismissed within 60 days of the date of
filing thereof; (6) the suspension of the transaction of the usual business
of the Obligor, or the dissolution, liquidation or transfer to another party
of a significant portion of the assets of the Obligor and any such action
shall have a material adverse effect on the ability of the Obligor to repay
the unpaid principal balance hereof; (7) a reasonable belief on the part of
the holder that the Obligor has made a representation or warranty in
connection with any loan by or other transaction with the holder and such
representation or warranty was false in any material respect; (8) the
issuance or filing of any levy, attachment, garnishment, or lien against the
property of the Obligor which shall remain unpaid or undischarged for a
period of thirty (30) days and such failure to pay shall have a material
adverse effect on the ability of the Obligor to repay the unpaid principal
balance hereof; (9) the failure of the Obligor to satisfy any judgment,
penalty or fine imposed by a court or administrative agency of any government
and such judgment, penalty, or fine shall remain unpaid, unstayed on appeal,
undischarged or undismissed for a period of thirty (30) days; (10) failure
of the Obligor, after demand, to furnish financial information or to permit
inspection of any books or records during Obligor's normal business hours;
(11) Golden American shall no longer own 100% of the outstanding voting
stock of the Obligor; or (12) the Obligor shall fail to maintain the minimum
level of Company Action Level Risk Based Capital as established by applicable
state law or regulation.
The failure or forbearance of the holder to exercise any right
hereunder, or otherwise granted by law or another agreement, shall not affect
or release the liability of the Obligor, and shall not constitute a waiver of
such right unless so stated by the holder in writing. The Obligor agrees
that the holder shall have no responsibility for the collection or protection
of any property securing this note, and expressly consents that the holder
may from time to time, without notice, extend the time for payment of this
note, or any part thereof, waive its rights with respect to any property or
indebtedness without releasing the Obligor from any liability to the holder.
This note is governed by Georgia law.
The term "Obligor" means First Golden American Life Insurance Company
of New York. The term "Prime Rate", if used herein, shall mean that rate of
interest designated by Bank from time to time as its "Prime Rate" which rate
is not necessarily the Bank's best rate. The term "holder" means Bank and
any subsequent transferee or endorsee hereof.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE OBLIGOR
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BY:/s/ Christopher R. Welp
__________________________
TITLE: Vice President
_______________________
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED
STATEMENTS OF INCOME AND CONDENSED BALANCE SHEETS (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
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0
0
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0
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</TABLE>
