<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
===========================================================================
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
MARCH 31, 1999 0-6478
FOREMOST CORPORATION OF AMERICA
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-1863522
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5600 BEECH TREE LANE
CALEDONIA, MICHIGAN 49316
(Address of Principal Executive Offices) (Zip Code)
Mailing address:
P.O. BOX 2450, GRAND RAPIDS, MICHIGAN 49501
Registrant's telephone number, including area code
(616) 942-3000
Indicate by check mark whether the registrant (1) 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 and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS MAY 4, 1999
----- -----------
<S> <C> <C>
Common Stock, $1.00 par value, 26,654,963 shares
</TABLE>
===========================================================================
<PAGE>
FOREMOST CORPORATION OF AMERICA
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 1-2
Consolidated Statements of Income -
Three Months Ended March 31, 1999 and 1998 3
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 4
Condensed Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis 6-11
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12-14
Signatures 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
FOREMOST CORPORATION OF AMERICA
CONSOLIDATED BALANCE SHEETS
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
-------- ------------
(In thousands, except share data)
(Unaudited)
<S> <C> <C>
Assets:
Investments-
Fixed maturities held to maturity $ 911 $ 947
Securities available for sale:
Fixed maturities 398,147 356,776
Equity securities 46,732 79,936
Mortgage loans and land contracts on real estate 4,093 5,867
Investment real estate 13,205 13,228
Short-term investments 34,677 36,907
-------- --------
Total investments 497,765 493,661
Cash 2,225 2,227
Accrued investment income 6,495 5,966
Premiums receivable 78,066 76,808
Due from reinsurance companies 23,615 23,914
Other receivables 1,363 1,573
Prepaid policy acquisition costs 75,370 75,689
Prepaid reinsurance premiums 410 977
Real estate and equipment 56,196 54,565
Other assets 16,280 17,816
-------- --------
Total assets $757,785 $753,196
======== ========
Liabilities:
Unearned premium $254,938 $250,959
Insurance losses and loss adjustment expenses 80,907 84,128
Accounts payable and accrued expenses 30,292 34,045
Notes and other obligations payable 87,552 89,853
Income taxes 20,923 16,274
Other liabilities 14,805 13,782
-------- --------
Total liabilities 489,417 489,041
-------- --------
</TABLE>
<PAGE>
<TABLE>
FOREMOST CORPORATION OF AMERICA
CONSOLIDATED BALANCE SHEETS (CONTINUED)
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
-------- ------------
<S> <C> <C>
Shareholders' Equity:
Preferred stock, no par value - 10,000,000
shares authorized, no shares issued -- --
Common stock, $1 par - 70,000,000 shares
authorized in 1999 and 1998 respectively;
26,654,710 and 27,166,240 shares issued and
Outstanding in 1999 and 1998 respectively 26,655 27,166
Additional paid-in capital 82,683 83,205
Unrealized appreciation of securities
available for sale, net of applicable taxes 6,691 10,262
Retained earnings 152,344 143,527
Restricted stock deferred compensation (5) (5)
-------- --------
Total shareholders' equity 268,368 264,155
-------- --------
Total liabilities and shareholders' equity $757,785 $753,196
======== ========
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-2-
<PAGE>
<TABLE>
FOREMOST CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1999 1998
-------- --------
(In thousands except per share data)
(Unaudited)
<S> <C> <C>
Income:
Property and casualty premium earned $109,944 $108,307
Net investment income 6,085 6,340
Realized gains 3,933 1,617
Other 7,220 726
-------- --------
Total income 127,182 116,990
-------- --------
Expense:
Insurance losses and loss expenses 58,700 62,562
Amortization of prepaid policy
Acquisition costs 33,712 32,209
Operating and other 5,499 6,939
-------- --------
Total expense 97,911 101,710
-------- --------
Income before taxes 29,271 15,280
Income tax provision (9,006) (3,719)
-------- --------
Net income continuing operations 20,265 11,561
======== ========
Earnings per share of common stock
Net income $ 0.75 $ 0.42
======== ========
Average shares outstanding 26,964 27,591
======== ========
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<PAGE>
Earnings per share of common stock-diluted
Net income $ 0.74 $ 0.41
======== ========
Average shares outstanding 27,434 28,215
======== ========
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-4-
<PAGE>
<TABLE>
FOREMOST CORPORATION OF AMERICA
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1999 1998
-------- --------
(In thousands)
(Unaudited)
<S> <C> <C>
Operating Activities:
Net cash from (for) operating activities $ 23,783 $ 6,441
-------- --------
Investing Activities:
Purchases of securities and loans made (68,536) (35,253)
Purchases of real estate and equipment (2,510) (4,920)
Sales of securities 52,836 21,946
Maturities of securities and receipts
from repayments of loans 7,718 8,928
Sales of real estate and equipment 69 181
Decrease in short-term investments 2,230 11,602
-------- --------
Net cash from (for) investing activities (8,193) 2,484
-------- --------
Financing Activities:
Repayment of debt (6,301) (5,484)
Proceeds from borrowings 4,000 5,000
Reaquisition of common stock (10,484) (5,679)
Dividends paid (2,426) (2,477)
Exercise of stock options: Receipts 594 940
Exercise of stock options: Repurchases (975) (2,342)
-------- --------
Net cash for financing activities (15,592) (10,042)
-------- --------
Cash decrease (2) (1,117)
Cash at beginning of year 2,227 2,409
-------- --------
Cash at end of period $ 2,225 $ 1,292
======== ========
</TABLE>
See accompanying condensed notes to consolidated financial statements.
-5-
<PAGE>
FOREMOST CORPORATION OF AMERICA
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The notes to the consolidated financial statements are condensed and
do not contain all information required by generally accepted
accounting principles to be included in a full set of financial
statements.
2. All information is unaudited; however, in the opinion of management,
all adjustments (consisting only of normal recurring accruals) have
been made which are necessary to present fairly the results shown.
All significant intercompany balances and transactions have been
eliminated in consolidation. Interim results are not necessarily
indicative of the results to be expected in any other period.
3. During the first quarter of 1998, Foremost Corporation of America
adopted Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income," which requires that all components of
comprehensive income and total comprehensive income be reported on one
of the following: a statement of income and comprehensive income, a
statement of comprehensive income or a statement of shareholders'
equity. Comprehensive income is comprised of net income and all
changes to shareholders' equity, except those due to investments by
owners (changes in paid in capital) and distributions to owners
(dividends). For interim reporting purposes, SFAS 130 requires
disclosure of total comprehensive income.
Comprehensive income and its components consist of the following:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
--------- ---------
(In thousands)
<S> <C> <C>
Net Income $ 20,265 $ 11,561
Other Comprehensive Income:
Unrealized Gain (Loss) on Securities
Available for Sale, (Net of Tax of ($1,923) and $227) $ (3,571) $ 421
-------- --------
Comprehensive Income $ 16,694 $ 11,982
======== ========
</TABLE>
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<PAGE>
FOREMOST CORPORATION OF AMERICA
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Earnings per share amounts are computed based on the weighted average
number of common shares outstanding during each quarter. The
reconciliation of basic to diluted earnings per share amounts is as
follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, 1999
---------------------------------------------
OUTSTANDING PER SHARE
NET INCOME SHARES AMOUNT
---------- ----------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C>
Basic EPS $ 20,265 26,964 $ 0.75
O/S Stock Options -- 470 --
-------- ------- ------
Diluted EPS $ 20,265 27,434 $ 0.74
======== ======= ======
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, 1998
---------------------------------------------
OUTSTANDING PER SHARE
NET INCOME SHARES AMOUNT
---------- ----------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C>
Basic EPS $ 11,561 27,591 $ 0.42
O/S Stock Options -- 624 --
-------- ------- ------
Diluted EPS $ 11,561 28,215 $ 0.41
======== ======= ======
</TABLE>
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Foremost Corporation of America (the "Company") achieved record
operating earnings per share for the first quarter of 1999. This record
was attained excluding the effects of the settlement received from First
USA Bank, which added $0.16 per share to the first quarter operating
results for 1999. Net income for the first quarter was $0.74 per share,
including $0.09 per share in realized gains, compared to $0.41 per share
for the same period in 1998, including $0.04 per share in realized gains.
All per share amounts are stated on a diluted basis.
As reported earlier this year, the Company and First USA Bank agreed
to resolve the action filed by the Company against First USA Bank and Banc
One in the United States District Court for the Western District of
Michigan on January 19, 1999. This action arose out of a dispute
concerning an Insurance Services Agreement executed by the parties in 1996.
The settlement provided that First USA Bank will pay the Company $6.75
million in connection with the termination of the insurance agreement which
had provided the Company with the exclusive right to offer certain
insurance products to First USA Bank's credit card customers.
The combined loss and expense ratio for the property and casualty
group was a record 88.3% for the first quarter of 1999 compared to 92.7%
for the same period in 1998. The majority of the improvement in the
combined ratio can be attributed to lower catastrophe losses, which
accounted for 3.5 points of the decline. These results were achieved
during a quarter when the industry-wide catastrophe losses were
approximately $1.85 billion, which is up from the $1.1 billion recorded in
the first quarter of 1998, according to The Property Claims Services of the
Insurance Services Office, Inc., an independent service organization that
compiles insurance data.
Written premium by major product line is as follows:
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
1ST QUARTER
-----------------------------------------------
% INCREASE
1999 1998 (DECREASE)
-------- -------- -----------
(In thousands)
<S> <C> <C> <C>
Mobile Home $ 91,665 $ 87,804 4.4%
RV 13,060 13,399 (2.5%)
Automobile 6,042 4,150 45.6%
Basics 2,067 1,899 8.8%
Homeowners 625 563 11.0%
Other 695 1,189 (41.5%)
-------- -------- ------
Total $114,154 $109,004 4.7%
======== ======== ======
</TABLE>
Momentum generated in written premium growth during the fourth quarter
of 1998 carried over to the first quarter of 1999 with solid gains in
mobile home premium, direct response automobile premium and the Company's
dwelling fire insurance, called BASICS. Mobile home written premium
increased 4.4% in the first quarter of 1999 compared to the first quarter
of 1998, while BASICS written premium grew by 8.8% in the first quarter
when compared to the same period last year. Direct response automobile
written premium almost tripled in the first quarter of 1999 from the same
period last year when the Company wrote $1.4 million compared to $3.7
million in the first quarter of 1999.
After-tax investment income contributed $0.19 per share in the first
quarters of both 1999 and 1998.
FINANCIAL POSITION
The principle sources of cash for the first three months of 1999 were
$60.4 million from sales and maturities of investments and $23.8 million
from operations. The Company also borrowed an additional $4.0 million from
its line of credit, but repaid $6.3 million of its debt. The primary uses
of cash were $71.0 million for the purchases of securities, real estate and
equipment, $11.5 million to purchase treasury stock and $2.4 million to pay
dividends to shareholders. The Company had $36.9 million in cash and other
liquid assets at March 31, 1999.
-9-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
Total invested assets on a cost basis increased 2.0%, or $9.6 million,
during the first three months of 1999. Market values of securities
available for sale decreased $3.6 million net of tax in the first three
months of 1999, which is mainly due to $2.6 million, net of tax, realized
gains taken from the sale of securities. The reason for the shift in
investments from equity securities to fixed maturities is the concern that
there is more risk in owning certain large-cap common stocks, with high
multiples, at this time than the potential for reward. Also by investing
in current return securities, the Company has the expectation that it will
be able to maintain or grow its investment income. The Company will
continue its strategy of allocating a portion of invested assets to total
return investing as opportunities present themselves.
The Company continued to manage its capital base and leverage ratios
by repurchasing 595,500 shares of its common stock during the first quarter
of 1999, under a previously announced repurchase plan. Since the inception
of this repurchase plan in February 1994, the Company has purchased
6,659,872 shares.
ACCOUNTING STANDARDS
As required, the Company adopted and incorporated into its
Consolidated Financial Statements for the first quarter of 1999, the
American Institute of Certified Public Accountants (AICPA) Statement of
Positions; Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Guaranty-Fund and Certain Other Insurance-Related
Assessments" and Statement of Position 98-5, "Reporting on Costs of Start
Up Activities," which requires costs of start-up activities and
organizational costs to be expensed as incurred. Since the Company already
expenses these costs as incurred, adoption of this statement had no effect
on the results of operations or financial position. Adoption of these
statements did not have a material effect on the Company's results of
operation or financial position.
YEAR 2000 READINESS DISCLOSURE
The Year 2000 issue is the result of computer programs,
microcontrollers and other systems being designed using two digits instead
of four to define the applicable year. The problem exists when date-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. By nature, the insurance industry is highly dependent
upon computer systems because of significant transaction volumes and date
dependencies for many of its applications. The Company has completed a
detailed review of its computer programs to identify the systems that could
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
be affected by the Year 2000 problem. The Company has a detailed written
plan, which is regularly updated and monitored by technical personnel.
Plan status is regularly reviewed by management of the Company. The
Company also has hired an outside consulting firm to assist in the process
of identifying, assessing, remediating and testing Year 2000 problems. The
procedures used by these consultants for the Year 2000 conversion effort
have been certified by Information Technology Association of America
"ITAA." The ITAA 2000 Certification Program evaluates the consultant's
processes and methods used to develop new software or convert existing
software to meet the date related needs of the next century. The Company
is in the process of evaluating the Year 2000 readiness of third parties.
Significant third parties with which the Company interfaces with regard to
the Year 2000 problem include, among others, agents, technology vendors,
financial institutions and service providers and companies that provide
utility infrastructure (power, delivery services, telecommunications).
Unreadiness by these third parties would expose the Company to the
potential for loss and impairment of business processes and activities.
The Company is assessing these risks through bilateral efforts and is
considering the need for contingency plans intended to address perceived
risks. The Company cannot predict what effect the failure of such a third
party to address, in a timely manner, the Year 2000 problem would have on
the Company.
As of March 31, 1999, the Company has completed approximately 85% of
the Year 2000 modifications of its mainframe computer applications. The
Company has identified the non-IT systems that have Year 2000 issues and
has a plan to assess, remediate and test, if necessary, these systems. The
Company will continue to assess the impact of the Year 2000 issue on the
remainder of its systems and applications throughout 1999. The Company has
performed tests of its systems and applications during the first quarter of
1999 and will continue to do so for the remainder of 1999. The Company's
goal is to have systems and applications Year 2000 ready by the middle of
1999, allowing the remaining time to be used for further validation and
testing.
The Company spent approximately $1.8 million before 1997, $3.8 million
in connection with Year 2000 issues in 1997 and $4.3 million in 1998. The
Company expects that it will spend approximately $2.8 million in 1999.
These costs will primarily consist of professional fees paid to third party
providers of remediation services. It is the Company's policy to expense
all costs associated with these systems changes. The Company may also
invest in new or upgraded technology which has definable value lasting
beyond 2000. In these instances, where Year 2000 compliance is merely
ancillary, the Company may capitalize and depreciate such an asset over its
estimated useful life.
-11-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
Based on currently available information, management does not
presently anticipate that the costs to address the Year 2000 issues will
have a material adverse impact on the Company's financial conditions,
results of operations or liquidity. However, the extent to which the
computer operations and other systems of the Company's important third
parties are adversely affected could, in turn, affect the Company's ability
to communicate with such third parties and could materially affect the
Company's results of operations in any period or periods.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimates. There can be no guarantee that these estimates will be achieved
and actual results could differ from those anticipated. Specific factors
that might cause differences include, but are not limited to, the ability
of other companies on which the Company's systems rely to modify or convert
their systems to be Year 2000 ready, the ability to locate and correct all
relevant computer codes and microprocessors, the ability of all third
parties who have business relationships with the Company to continue their
businesses without interruption, and similar uncertainties. As a result,
the Company is in the process of evaluating possible internal and external
scenarios that might have an adverse effect on the Company, as well as the
need for contingency plans to address these scenarios. The Company
anticipates that all necessary contingency plans will be completed during
1999.
This Year 2000 Readiness Disclosure is based upon and partially
repeats information provided by the Company's outside consultants and
others regarding the Year 2000 readiness of the Company and its customers,
suppliers, financial institutions, and other parties. Although the Company
believes this information to be accurate, it has not independently verified
such information.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, contained in
this 10-Q report are forward-looking statements. Forward-looking
statements generally are accompanied by words such as "anticipate,"
"believe," "estimate," "project," "expect" or similar statements. Such
forward-looking information involves important known and unknown risks and
uncertainties and other factors that may cause the actual results,
performance or achievements of the company to be materially different from
any future results, performance or achievements expressed or implied by
such forward-looking statements. Although the company believes that the
expectations reflected in such forward-looking statements are reasonable,
-12-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
no assurance can be given that such expectations will prove correct.
Factors that could cause the company's results to differ materially from
the results discussed in such forward-looking statements include
competition from other insurance companies, the general economic
conditions, the effects of governmental regulation, the effect of the Year
2000 on the Company's business, and the effects of weather-related
catastrophes. All forward-looking statements are expressly qualified in
their entirety by the cautionary statements in this paragraph and current
and potential stockholders are cautioned not to place undue reliance on the
forward-looking statements made in this report.
-13-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries routinely are engaged in litigation
as plaintiff and defendant in the normal course of business. In the
opinion of management all of these proceedings, as well as proceedings
described in the Company's Annual Report on Form 10-K for the year ending
December 31, 1998, are not expected to have a material adverse effect on
the Company's consolidated financial position, cash flow or operating
results. The aggregate ultimate liability, if any, of the Company and its
subsidiaries for said proceedings is not determinable at March 31, 1999.
However, one of the proceedings that was pending at December 31, 1998 has
been terminated without liability to the Company as follows:
In April 1996, national class actions were filed by the same group of
plaintiffs' attorneys in Wisconsin, Illinois and Florida state courts
against the Company and certain other defendants alleging
misrepresentations in connection with the sale of force-placed collateral
protection insurance. The complaints sought unspecified compensatory and
punitive damages. The Wisconsin case was conditionally class certified by
the Wisconsin state court, before service of the complaint. On June 22,
1998, the Circuit Court of Waupaca County, Wisconsin, issued an Order
vacating the class certification dismissing all claims against the Company
in the Wisconsin action, without prejudice. The case filed in the Circuit
Court of the Sixth Judicial Circuit, Champaign County, Illinois, was
dismissed by stipulation without prejudice on April 6, 1999. The action
filed in the Circuit Court of the Eleventh Judicial Circuit in and for Dade
County, Florida was stayed in 1996. The Company will defend this remaining
case in the event the stay is lifted, and believes that the case has no
merit. The Company has not established a specific reserve for these
related actions, because the amount of the Company's liability exposure, if
any, cannot be reasonably estimated.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) LIST OF EXHIBITS. The following documents are filed as exhibits
to this report on Form 10-Q:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998 dated November 12, 1998.
-14-
<PAGE>
3.2 Bylaws of the Company. Incorporated by reference to
Exhibit 3.2 of the Company's Quarterly Report on Form
10-Q for the quarter ending September 30, 1998, dated
November 12, 1998.
4.1 Specimen Stock Certificate. Incorporated by reference
to Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ending September 30, 1998,
dated November 12, 1998.
4.2 Rights Agreement. Incorporated by reference to Exhibit
2.1 of the Company's Registration Statement on Form 8-
A, effective January 8, 1990.
4.3 Articles of Incorporation. See Exhibit 3.1 above.
4.4 Bylaws. See Exhibit 3.2 above.
10.1 Company's Annual Incentive Plan, restated January 1,
1998.<F*> Incorporated by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-K for the year
ending December 31, 1998, dated March 16, 1999.
10.2 Company's Long-Term Incentive Plan dated December 8,
1994, as amended December 5, 1996.<F*> Incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ending December 31,1997, dated March 17,
1997.
10.3 Company's Retirement Supplement Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.4 Company's Non-Qualified Stock Option Plan, dated
February 23, 1995.<F*> Incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ending December 31, 1994, dated February 23, 1995.
10.5 Amended and Restated Agreement made as of the 1st day
of January 1998 between the Company and the American
Association of Retired Persons. Incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ending December 31, 1997, dated March 6,
1998.
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<PAGE>
10.6 Director's Deferred Compensation Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.7 Executive Deferred Compensation Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.8 Employment Agreements dated as of January 1, 1990
between the Company and certain of its employees.<F*>
Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1989, dated February 22, 1990.
10.9 Directors' Restricted Stock Plan, dated December 8,
1994.<F*> Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ending December
31, 1994, dated February 23, 1995.
10.10 Stock Option Plan of 1998 Incorporated by reference to
the Company's Definitive Proxy Statement filed on March
25, 1998.
10.11 Form of Indemnity Agreement for directors and officers.
Incorporated by reference to the Company's Definitive
Proxy Statement filed on March 25, 1998.
27 Financial Data Schedule.
- -------------------
<F*> Management contract or compensatory plan or arrangement.
(b) REPORTS ON 8-K. There were no reports filed on Form 8-K for the
quarter ended March 31, 1999.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FOREMOST CORPORATION OF AMERICA
(Registrant)
Date: May 7, 1999 PAUL D. YARED
Paul D. Yared
Its: Senior Vice President, Secretary and
General Counsel
Date: May 7, 1999 KENNETH C. HAINES
Kenneth C. Haines
Its: Controller
-17-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998 dated November 12, 1998.
3.2 Bylaws of the Company. Incorporated by reference to
Exhibit 3.2 of the Company's Quarterly Report on Form
10-Q for the quarter ending September 30, 1998, dated
November 12, 1998.
4.1 Specimen Stock Certificate. Incorporated by reference
to Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ending September 30, 1998,
dated November 12, 1998.
4.2 Rights Agreement. Incorporated by reference to Exhibit
2.1 of the Company's Registration Statement on Form 8-
A, effective January 8, 1990.
4.3 Articles of Incorporation. See Exhibit 3.1 above.
4.4 Bylaws. See Exhibit 3.2 above.
10.1 Company's Annual Incentive Plan, restated January 1,
1998.<F*> Incorporated by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-K for the year
ending December 31, 1998, dated March 16, 1999.
10.2 Company's Long-Term Incentive Plan dated December 8,
1994, as amended December 5, 1996.<F*> Incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ending December 31,1997, dated March 17,
1997.
10.3 Company's Retirement Supplement Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.4 Company's Non-Qualified Stock Option Plan, dated
February 23, 1995.<F*> Incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ending December 31, 1994, dated February 23, 1995.
<PAGE>
10.5 Amended and Restated Agreement made as of the 1st day
of January 1998 between the Company and the American
Association of Retired Persons. Incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ending December 31, 1997, dated March 6,
1998.
10.6 Director's Deferred Compensation Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.7 Executive Deferred Compensation Plan, as amended
effective January 1, 1994.<F*> Incorporated by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, dated February 24, 1994.
10.8 Employment Agreements dated as of January 1, 1990
between the Company and certain of its employees.<F*>
Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1989, dated February 22, 1990.
10.9 Directors' Restricted Stock Plan, dated December 8,
1994.<F*> Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ending December
31, 1994, dated February 23, 1995.
10.10 Stock Option Plan of 1998 Incorporated by reference to
the Company's Definitive Proxy Statement filed on March
25, 1998.
10.11 Form of Indemnity Agreement for directors and officers.
Incorporated by reference to the Company's Definitive
Proxy Statement filed on March 25, 1998.
27 Financial Data Schedule.
- -------------------
<F*> Management contract or compensatory plan or arrangement.
-ii-
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF FOREMOST CORPORATION OF AMERICA FOR THE
PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 911
<DEBT-CARRYING-VALUE> 398,147
<DEBT-MARKET-VALUE> 0
<EQUITIES> 46,732
<MORTGAGE> 4,093
<REAL-ESTATE> 13,205
<TOTAL-INVEST> 497,765
<CASH> 2,225
<RECOVER-REINSURE> 23,615
<DEFERRED-ACQUISITION> 75,370
<TOTAL-ASSETS> 757,785
<POLICY-LOSSES> 80,907
<UNEARNED-PREMIUMS> 254,938
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 87,552
0
0
<COMMON> 26,655
<OTHER-SE> 241,713
<TOTAL-LIABILITY-AND-EQUITY> 757,785
109,944
<INVESTMENT-INCOME> 6,085
<INVESTMENT-GAINS> 3,933
<OTHER-INCOME> 7,220
<BENEFITS> 58,700
<UNDERWRITING-AMORTIZATION> 33,712
<UNDERWRITING-OTHER> 5,499
<INCOME-PRETAX> 29,271
<INCOME-TAX> 9,006
<INCOME-CONTINUING> 20,265
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,265
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.74
<RESERVE-OPEN> 84,128
<PROVISION-CURRENT> 58,993
<PROVISION-PRIOR> (293)
<PAYMENTS-CURRENT> 36,713
<PAYMENTS-PRIOR> 24,741
<RESERVE-CLOSE> 80,907
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
