PRUCO LIFE INSURANCE OF NEW JERSEY
10-Q, 2000-05-15
LIFE INSURANCE
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<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

/x/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

                      For the quarterly period ended March 31, 2000

                                       OR

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission file number 333-18053

                          PRUCO LIFE INSURANCE COMPANY
                                  OF NEW JERSEY

             (Exact name of Registrant as specified in its charter)

               New Jersey                                  22-2426091
- -------------------------------------------    ---------------------------------
(State or other                                (IRS Employer Identification No.)
jurisdiction, incorporation or organization)

                 213 Washington Street, Newark, New Jersey 07102
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (973) 802-3274
                         -------------------------------
              (Registrant's Telephone Number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act: NONE
        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 / /

      State the aggregate market value of the voting stock held by
      non-affiliates of the registrant: NONE

      Indicate the number of shares outstanding of each of the registrant's
      classes of common stock, as of May 15, 2000. Common stock, par value of $5
      per share: 400,000 shares outstanding

       Pruco Life Insurance Company of New Jersey meets the conditions set
        forth in General Instruction (H) (1) (a) and (b) on Form 10-Q and
        is therefore filing this Form with the reduced disclosure format.

================================================================================
<PAGE>

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page No.
                                                                        --------

Cover Page                                                                  -

Index                                                                       2

                   PART I - Financial Information

Item 1.     (Unaudited) Financial Statements

                     Statements of Financial Position
                     As of March 31, 2000 and December 31, 1999             3

                     Statements of Operations and Comprehensive Income
                     Three months ended March 31, 2000 and 1999             4

                     Statements of Changes in Stockholder's
                     Equity Periods ended March 31, 2000 and
                     and December 31, 1999 and 1998                         5

                     Statements of Cash Flows
                     Three months ended March 31, 2000 and 1999             6

                     Notes to Financial Statements                          7

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             9

                     PART II - Other Information

Item 6.     Exhibits and Reports on Form 8-K                               11

Signature Page                                                             12


                                        2
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Financial Position
As of March 31, 2000 and December 31, 1999 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  (Unaudited)
                                                                 March 31, 2000   December 31, 1999
                                                                 --------------   -----------------
<S>                                                               <C>                <C>
ASSETS
Fixed maturities
  Available for sale, at fair value
  (amortized cost, 2000: $603,064; and 1999: $604,223)            $  586,570         $  585,271
  Held to maturity, at amortized cost
  (fair value, 2000: $6,984; and 1999: $6,938)                         7,470              7,470
Policy loans                                                         144,799            143,815
Short-term investments                                                43,711             27,473
Other long-term investments                                            3,541              2,520
                                                                -------------      -------------
     Total investments                                               786,091            766,549
Cash                                                                      60                117
Deferred policy acquisition costs                                    127,136            129,184
Accrued investment income                                             12,558             12,492
Receivables from affiliate                                            15,489             16,231
Other assets                                                           2,417                474
Separate Account assets                                            1,881,895          1,827,484
                                                                -------------      -------------
TOTAL ASSETS                                                      $2,825,646         $2,752,531
                                                                =============      =============

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                   $  418,125         $  414,917
Future policy benefits and other policyholder liabilities            106,069            105,861
Cash collateral for loaned securities                                 21,292             17,900
Securities sold under agreements to repurchase                         4,656                 --
Income taxes payable                                                  23,157             27,829
Other liabilities                                                     15,040              7,571
Separate Account liabilities                                       1,881,895          1,827,484
                                                                -------------      -------------
Total liabilities                                                  2,470,234          2,401,562
                                                                -------------      -------------
Contingencies - (See Footnote 2)
Stockholder's Equity
Common stock, $5 par value;
    400,000 shares, authorized;
    issued and outstanding at
    March 31, 2000 and December 31, 1999                               2,000              2,000
Paid-in-capital                                                      125,000            125,000
Retained earnings                                                    233,707            230,057
Accumulated other comprehensive loss                                  (5,295)            (6,088)
                                                                -------------      -------------
Total stockholder's equity                                           355,412            350,969
                                                                -------------      -------------
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY                                           $2,825,646         $2,752,531
                                                                =============      =============
</TABLE>

                        See Notes to Financial Statements


                                       3
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Operations and Comprehensive Income (Unaudited)
Three Months Ended March 31, 2000 and 1999  (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                     March 31,

                                                                2000           1999
                                                              -------        -------
REVENUES
<S>                                                           <C>            <C>
Premiums                                                      $ 1,489        $ 1,684
Policy charges and fee income                                  13,926         12,633
Net investment income                                          13,716         11,926
Realized investment losses, net                                (1,312)          (347)
Asset management fees                                           2,041          1,495
Other income                                                       46            233
                                                              -------        -------

Total revenues                                                 29,906         27,624
                                                              -------        -------

BENEFITS AND EXPENSES

Policyholders' benefits                                         7,720          8,606
Interest credited to policyholders' account balances            4,410          4,280
General, administrative and other expenses                     12,160          8,437
                                                              -------        -------

Total benefits and expenses                                    24,290         21,323
                                                              -------        -------

Income from operations before income taxes                      5,616          6,301
                                                              -------        -------

Income tax provision                                            1,966          2,305
                                                              -------        -------

NET INCOME                                                    $ 3,650        $ 3,996
                                                              -------        -------

Net unrealized investment gains (losses) on securities,
net of reclassification adjustment and taxes                      793         (1,569)
                                                              -------        -------

TOTAL COMPREHENSIVE INCOME                                    $ 4,443        $ 2,427
                                                              =======        =======
</TABLE>


                        See Notes to Financial Statements


                                       4
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Changes in Stockholder's Equity (Unaudited)
Periods ended March 31, 2000 and December 31, 1999 and 1998 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               Accumulated
                                                                                  other           Total
                                     Common      Paid - in -     Retained     comprehensive    stockholder's
                                     stock         capital       earnings      income loss)       equity
                                   ---------      ---------      ---------    -------------    ------------
<S>                                <C>            <C>            <C>            <C>             <C>
Balance, January 1, 1998           $   2,000      $ 125,000      $ 185,437      $   2,956       $ 315,393

  Net income                              --             --         31,823             --          31,823
  Change in net unrealized
  investment losses, net of net
  of reclassification and taxes           --             --             --         (1,363)         (1,363)
                                   ---------      ---------      ---------      ---------       ---------
Balance, December 31, 1998         $   2,000      $ 125,000      $ 217,260      $   1,593       $ 345,853

  Net income                              --             --         12,797             --          12,797
  Change in net unrealized
  investment losses, net of
  reclassification and taxes              --             --             --         (7,681)         (7,681)
                                   ---------      ---------      ---------      ---------       ---------
Balance, December 31, 1999         $   2,000      $ 125,000      $ 230,057      $  (6,088)      $ 350,969

  Net income                              --             --          3,650             --           3,650
  Change in net unrealized
  investment gains, net of
  reclassification and taxes              --             --             --            793             793
                                   ---------      ---------      ---------      ---------       ---------
Balance, March 31, 2000            $   2,000      $ 125,000      $ 233,707      $  (5,295)      $ 355,412
                                   =========      =========      =========      =========       =========
</TABLE>

                        See Notes to Financial Statements


                                       5
<PAGE>


Pruco Life Insurance Company of New Jersey

Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2000 and 1999 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Three months ended,
                                                                      March 31,

                                                                 2000             1999
                                                               ---------       ---------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                   $   3,650       $   3,996
  Adjustments to reconcile net income to net
  cash (used in) provided by
    Operating activities:
    Policy charges and fee income                                 (2,564)         (2,471)
    Interest credited to policyholders' account balances           4,410           4,280
    Realized investment losses (gains), net                        1,312             347
    Amortization and other non-cash items                         (1,927)          4,385
    Change in:
      Future policy benefits and other
      policyholders' liabilities                                     208            (514)
      Accrued investment income                                      (66)           (679)
      Policy loans                                                  (984)         (2,671)
      Receivable from affiliates                                     742          (8,894)
      Deferred policy acquisition costs                            2,048          (2,184)
      Income taxes payable                                        (4,672)            926
      Other, net                                                   5,525             705
                                                               ---------       ---------
Cash Flows From (Used In) Operating Activities                     7,682          (2,774)
                                                               ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale/maturity of:
    Fixed maturities:
      Available for sale                                         142,393         402,023
  Payments for the purchase of:
    Fixed maturities:
      Available for sale                                        (143,546)       (345,265)
      Held to maturity                                                --          (5,470)
  Cash collateral for loaned securities, net                       3,392           6,047
  Securities sold under agreements to repurchase, net              4,656         (22,506)
     Other long-term investments                                   1,021            (276)
  Short term investments, net                                    (16,239)        (27,086)
                                                               ---------       ---------
Cash Flows (Used in) From Investing Activities                    (8,323)          7,467
                                                               ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Policyholders' account balances:
    Deposits                                                      49,420          44,029
    Withdrawals                                                  (48,836)        (45,895)
                                                               ---------       ---------
Cash Flows From (Used in) Financing Activities                       584          (1,866)
                                                               ---------       ---------
Net (decrease) increase in Cash                                      (57)          2,827
Cash, beginning of year                                              117              45
                                                               ---------       ---------
CASH , END OF PERIOD                                           $      60       $   2,872
                                                               =========       =========
</TABLE>

                        See Notes to Financial Statements


                                       6
<PAGE>

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
================================================================================

1. BASIS OF PRESENTATION

The accompanying interim financial statements have been prepared pursuant to the
rules and regulations for reporting on Form 10-Q on the basis of accounting
principles generally accepted in the United States. These interim financial
statements are unaudited but reflect all adjustments which, in the opinion of
management, are necessary to provide a fair presentation of the results of
operations and financial condition of the Pruco Life Insurance Company of New
Jersey ("the Company"), for the interim periods presented. The Company is a
wholly-owned subsidiary of the Pruco Life Insurance Company ("Pruco Life") which
in turn is a wholly-owned subsidiary of The Prudential Insurance Company of
America ("Prudential"). All such adjustments are of a normal recurring nature.
The results of operations for any interim period are not necessarily indicative
of results for a full year. Certain amounts in the Company's prior year
financial statements have been reclassified to conform to the 2000 presentation.
These financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1999.

2. CONTINGENCIES

Various lawsuits against the Company have arisen in the course of the Company's
business. In certain of these matters, large and/or indeterminate amounts are
sought.

On October 28, 1996, the Company entered into a Stipulation of Settlement with
attorneys for the plaintiffs in a consolidated class action lawsuit pending in a
Multi-District Litigation proceeding in the U.S. District Court for the District
of New Jersey. The class action suit involved alleged improprieties in
connection with the sale, servicing and operation of permanent life insurance
policies from 1982 through 1995. Pursuant to the settlement, the Company has
participated in a remediation program pursuant to which relief was offered to
policyowners who were misled when they purchased permanent life insurance
policies in the United States from 1982 to 1995. Prudential has agreed to
indemnify the Company for any liability incurred in connection with that
litigation.

The balance of the Company's litigation is subject to many uncertainties, and
given the complexity and scope, the outcomes cannot be predicted with precision.
Management believes that any ultimate liability that could result from such
litigation would not have a material adverse effect on the Company's financial
position.

3. RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with Prudential and
other affiliates. It is possible that the terms of these transactions are not
the same as those that would result from transactions among wholly unrelated
parties.

Expense Charges and Allocations

All of the Company's expenses are allocations or charges from Prudential or
other affiliates. These expenses can be grouped into the following categories:
general and administrative expenses, retail distribution expenses and asset
management fees.

The Company's general and administrative expenses are charged to the Company
using allocation methodologies based on business processes. Management believes
that the methodology is reasonable and reflects the actual costs incurred by
Prudential to process transactions on behalf of the Company. Prudential and the
Company operate under service and lease agreements whereby services of officers
and employees, supplies, use of equipment and office space are provided by
Prudential.

Late in 1998, Prudential undertook a review of its expense allocation
methodology. This review resulted in increased allocations to the Company
compared with 1998 levels, reflecting higher expense allocations to products
requiring more complex business processes and more transactions, such as
variable products which allow policyholders to make changes in their investment
portfolio. Implementation of the revised allocation methodology was
substantially completed in the second quarter of 1999.

The Company is allocated distribution expenses from Prudential's retail agency
network for both its domestic life and annuity products. The Company has
capitalized the majority of these distribution expenses as deferred policy
acquisition costs ("DAC"). The Company is charged an asset management fee from
Prudential Global Asset Management ("PGAM") for managing the Separate Account
investment portfolio. These fees are a component of general, administrative and
other expenses.


                                       7
<PAGE>

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
================================================================================

3.    RELATED PARTY TRANSACTIONS (continued)

In addition, the Company receives asset management fee income from policyholder
account balances invested in the Prudential Series Fund ("PSF"), as shown in the
Statement of Operations.

Corporate Owned Life Insurance

The Company has sold a Corporate Owned Life Insurance ("COLI") policy to
Prudential. The cash surrender value included in Separate Accounts was $207.6
million and $199.0 million at March 31, 2000 and December 31, 1999,
respectively.

Reinsurance

The Company currently has a reinsurance agreement in place with Prudential ("the
reinsurer"). The reinsurance agreement is a yearly renewable term agreement in
which the Company may offer and the reinsurer may accept reinsurance on any life
in excess of the Company's maximum limit of retention. The Company is not
relieved of its primary obligation to the policyholder as a result of these
reinsurance transactions. These agreements had no material effect on net income
for the periods ended March 31, 2000 and December 31, 1999.

Debt Agreements

In July 1998, the Company established a revolving line of credit facility with
Prudential Funding Corporation, a wholly-owned subsidiary of Prudential. There
is no outstanding debt relating to this credit facility as of March 31, 2000 or
December 31, 1999.

4.    RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires that companies recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. SFAS No. 133 does not apply to most traditional
insurance contracts. However, certain hybrid contracts that contain features
which may affect settlement amounts similarly to derivatives may require
separate accounting for the "host contract" and the underlying "embedded
derivative" provisions. The latter provisions would be accounted for as
derivatives as specified by the statement.

SFAS No. 133 provides, if certain conditions are met, that a derivative may be
specifically designated as (1) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment
(fair value hedge), (2) a hedge of the exposure to variable cash flows of a
forecasted transaction (cash flow hedge), or (3) a hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for-sale security or a foreign-currency-denominated
forecasted transaction (foreign currency hedge).

Under SFAS No. 133, the accounting for changes in fair value of a derivative
depends on its intended use and designation. For a fair value hedge, the gain or
loss is recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item. For a cash flow hedge, the effective
portion of the derivative's gain or loss is initially reported as a component of
other comprehensive income and subsequently reclassified into earnings when the
forecasted transaction affects earnings. For a foreign currency hedge, the gain
or loss is reported in other comprehensive income as part of the foreign
currency translation adjustment. For all other derivatives not designated as
hedging instruments, the gain or loss is recognized in earnings in the period of
change. The Company is required to adopt this Statement, as amended, as of
January 1, 2001 and is currently assessing the effect of the new standard.


                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Pruco Life Insurance Company of New Jersey meets the conditions set forth in
General Instruction H(1)(a) and (b) on Form 10-Q and is filing this form with
reduced disclosure.

1. Analysis of Financial Condition

Total assets for the Company increased $73.1 million during the first three
months of 2000, with the majority of the increase due to a rise in Separate
Account assets of $54.4 million. The increase in the Separate Accounts is
primarily comprised of contributions of $56.4 million and net investment income
of $38.9 million, offset by surrenders, withdrawals, and disbursements of $40.9
million. In addition, there was an increase of $16.2 million in short-term
investments due to higher levels of securities lending activity.

Similarly, liabilities increased by $68.7 million due to increases in Separate
Account contractholder fund balances and higher levels of securities lending as
described above.

2. Results of Operations

For the three months ended March 31, 2000 and March 31, 1999

Net income for the three months ended March 31, 2000 was $3.7 million, a
decrease of $.3 million from the first quarter of 1999. The increase of $2.3
million in revenues was offset by an increase in expenses of $3.0 million. The
income tax provision was lower by $.3 million for the first quarter of 2000 when
compared to 1999, based on the corresponding decrease in net income.

Net investment income increased by $1.8 million primarily due to a corresponding
increase in the fixed maturity asset base during the period. There were also
realized losses of $1.3 million, an increase of $1.0 million, as a result of the
sale of fixed maturities and $.5 million in corporate bond impairments in the
present quarter.

Asset management fees increased by $.5 million when comparing March 31, 2000 to
March 31, 1999. The increase is related to higher Investment Advisory Fees (PSF
fees) resulting from the rise in Separate Account assets as a result of the
growth in the equity markets and continued strong sales of the Discovery Select
product. Policy charges and fee income also increased by $1.3 million as a
result of the increase in the Separate Account fund values.

General, administrative and other expenses increased by $3.7 million from the
prior year. PGAM fees increased by $.5 million, as they were not charged until
later in 1999. The remaining rise in expenses is a result of increases in
distribution and other general and administrative expenses due to business
growth and changes in the expense methodology process that Prudential uses to
allocate costs to its subsidiaries, as discussed in Footnote 3 in the Notes to
Financial Statements "Related Party Transactions".


                                       9
<PAGE>

3. Liquidity and Capital Resources

Principal cash flow sources are investment and fee income, investment maturities
and sales, and premiums and fund deposits. These cash inflows may be
complemented by financing activities through other Prudential affiliates.

Cash outflows consist principally of benefits, claims and amounts paid to
policyholders in connection with policy surrenders, withdrawals and net policy
loan activity. Uses of cash also include commissions, general and administrative
expenses, and purchases of investments. Liquidity requirements associated with
policyholder obligations are monitored regularly so that the Company can manage
cash inflows to match anticipated cash outflow requirements.

The Company believes that cash flow from operations together with proceeds from
scheduled maturities and sales of fixed maturity investments, are adequate to
satisfy liquidity requirements based on the Company's current liability
structure.

The Company had $2.8 billion of assets at March 31, 2000 compared to $2.7
billion at December 31, 1999, of which $1.9 billion and $1.8 billion were held
in Separate Accounts at March 31, 2000 and December 31, 1999, respectively,
under variable life insurance policies and variable annuity contracts. The
remaining assets consisted primarily of investments and deferred policy
acquisition costs.

4. The Year 2000 Issue

The Company utilizes many of the same business applications, infrastructure and
business partners as Prudential. Prudential addressed the Year 2000 issue on an
enterprise-wide basis. Therefore, it is not possible to differentiate the
Company's Year 2000 issue from that of Prudential. To date, neither Prudential
nor the Company has experienced material Year 2000 related problems in any of
their operations. Prudential believes that it has mitigated the Year 2000 risk,
however Prudential cannot guarantee that it will not experience a Year 2000
failure that has thus far been undetected. In the worst case, it is possible
that an as yet unknown Year 2000 failure, whether internal or external, could
have a material impact on Prudential or the Company's results of operations,
liquidity or financial condition. Where necessary, we have enhanced our general
business continuation contingency plans to ensure that they would be effective
in responding to a Year 2000 failure. Substantially all of these plans, as they
related to Year 2000 issues, include the ultimate resolution of any technology
failure that we may encounter.

5. Information Concerning Forward-Looking Statements

Some of the statements contained in Management's Discussion and Analysis,
including those words such as "believes", "expects", "intends", "estimates",
"assumes", "anticipates" and "seeks", are forward-looking statements. These
forward-looking statements involve risk and uncertainties. Actual results may
differ materially from those suggested by the forward-looking statements for
various reasons. In particular, statements contained in Management's Discussion
and Analysis regarding the Company's business strategies involve risks and
uncertainties, and we can provide no assurance that we will be able to execute
our strategies effectively or achieve our financial and other objectives.


                                       10
<PAGE>

                                     PART II

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits
      --------

      3(i)(a) The Articles of Incorporation (as amended through March 11, 1983)
              of Pruco Life Insurance Company of New Jersey are incorporated by
              reference to Post-effective Amendment No. 26 to the Registration
              Statement on Form S-6 of Pruco Life of New Jersey Variable
              Appreciable Account as filed April 28, 1997, Registration No.
              2-89780.

      3(i)(b) Amendment to the Articles of Incorporation dated February 12, 1998
              is incorporated by reference to Post-Effective Amendment No. 12 to
              the Registration Statement on Form S-1, of Pruco Life of New
              Jersey Variable Contract Real Property Account as filed on April
              16, 1999, Registration No. 33-20018.

      3(ii)   By-Laws of Pruco Life Insurance Company of New Jersey (as amended
              through May 5, 1997) are incorporated by reference to Form 10-Q as
              filed by the Company on August 15, 1997.

      4       Market-Value Adjustment Annuity Contract is incorporated by
              reference to the Company's registration statement on Form S-1,
              Registration No. 333-18053, as filed November 17, 1995.

      27      Financial Data Schedule is filed herewith in accordance with EDGAR
              instructions.


                                       11
<PAGE>

                                   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 of the
undersigned, thereunto duly authorized.

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                                  (Registrant)


Signature                     Title                             Date
- ---------                     -----                             ----


_________________________     President and Director            May 15, 2000
Esther H. Milnes

_________________________     Principal Financial Officer       May 15, 2000
Dennis G. Sullivan            and Chief Accounting Officer


                                       12

<TABLE> <S> <C>


<ARTICLE>                       7

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                                DEC-31-2000
<PERIOD-START>                                                   JAN-01-2000
<PERIOD-END>                                                     MAR-31-2000
<DEBT-HELD-FOR-SALE>                                                 586,570
<DEBT-CARRYING-VALUE>                                                  7,470
<DEBT-MARKET-VALUE>                                                    6,984
<EQUITIES>                                                                 0
<MORTGAGE>                                                                 0
<REAL-ESTATE>                                                              0
<TOTAL-INVEST>                                                       786,091
<CASH>                                                                    60
<RECOVER-REINSURE>                                                        16
<DEFERRED-ACQUISITION>                                               127,136
<TOTAL-ASSETS>                                                     2,825,646
<POLICY-LOSSES>                                                            0
<UNEARNED-PREMIUMS>                                                        0
<POLICY-OTHER>                                                       106,069
<POLICY-HOLDER-FUNDS>                                                418,125
<NOTES-PAYABLE>                                                            0
                                                      0
                                                                0
<COMMON>                                                               2,000
<OTHER-SE>                                                           353,412
<TOTAL-LIABILITY-AND-EQUITY>                                       2,825,646
                                                             1,489
<INVESTMENT-INCOME>                                                   13,716
<INVESTMENT-GAINS>                                                    (1,312)
<OTHER-INCOME>                                                            46
<BENEFITS>                                                             7,720
<UNDERWRITING-AMORTIZATION>                                            3,701
<UNDERWRITING-OTHER>                                                   8,459
<INCOME-PRETAX>                                                        5,616
<INCOME-TAX>                                                           1,966
<INCOME-CONTINUING>                                                    3,650
<DISCONTINUED>                                                             0
<EXTRAORDINARY>                                                            0
<CHANGES>                                                                  0
<NET-INCOME>                                                           3,650
<EPS-BASIC>                                                              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>


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