INTERCONTINENTAL LIFE CORP
10-Q, 1995-08-14
LIFE INSURANCE
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                          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 Quarterly Period Ended June 30, 1995
          Commission File Number 2-39310


                          INTERCONTINENTAL LIFE CORPORATION


                New Jersey                        22-1890938      (State of
          Incorporation)  (I.R.S. Employer Identification Number)


          The Austin Centre,701 Brazos, 12th Floor
          Austin, Texas                                           78701   
          (Address of principal executive offices)           (Zip Code)

          Registrant's telephone number, including area code (512)404-5000



          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    



          Number of common shares outstanding ($.22 Par Value) at end of
          period: 4,138,329. 




                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES  
                                      INDEX             


                                                            Page No. 

          Part I - Financial Information  

          Consolidated Balance Sheets
               June 30, 1995 and December 31, 1994...............3-4

          Consolidated Statements of Income 
               For the three and six month periods ended
               June 30, 1995 and 1994............................5-6

          Consolidated Statements of Cash Flows
               For the three and six month periods ended
               June 30, 1995 and 1994............................7-8

          Notes to Consolidated Financial Statements...............9

          Management's Discussion and Analysis of 
               Financial Conditions and Results of Operations..10-16

          Part II          

          Computations of Earnings Per Share...................17-18

          Part III    

          Other Information.......................................19

          Signature Page..........................................20 



          Item 1.   Financial Statements

                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
                             CONSOLIDATED BALANCE SHEETS             
                              (in thousands of dollars)

                                                     June 30,  December 31,
                                                      1995         1994 
                                                    Unaudited
          ASSETS
          Investments:
               Fixed maturities, at amortized cost
                (market value approximates $22,399
                and $24,175)                       $   20,544  $   23,776
               Fixed maturities available for sale
                at market value (amortized cost of
                $469,054 and $388,263)                474,068     357,084
               Equity securities at market (cost
                approximates $978 and $368)             2,206       1,243
               Policy loans                            52,100      48,096
               Mortgage loans                          16,701      17,055
               Invested real estate and other
                invested assets                        14,298       5,580
               Short-term investments                  72,844      94,841 
                    Total investments                 652,761     547,675

               Cash and cash equivalents                3,295       5,563

               Notes receivable from affiliates        60,985      60,759

               Accrued investment income                8,925       8,495

               Agent advances and other 
                receivables                            20,865      19,778

               Reinsurance receivables                 15,936      14,066

               Property and equipment, net              4,503       4,418

               Real estate occupied by the 
                Company, net                           36,169      34,418

               Deferred policy acquisition costs       24,506      25,282

               Present value of future profits of 
                acquired businesses                    52,624      46,153

               Deferred financing costs                 2,129       2,462

               Other assets                             7,524       6,506

               Separate account assets                398,111     373,419 
                    Total Assets                   $1,288,333  $1,148,994 


                   (See Notes to Consolidated Financial Statements) 


                   INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS             
                              (in thousands of dollars)
                                                     June 30,  December 31,
                                                      1995         1994  
                                                    Unaudited
          LIABILITIES & SHAREHOLDERS' EQUITY
          Liabilities:
          Policy liabilities and contractholder
           deposit funds 
               Future policy benefits              $  129,116  $  117,761
               Contractholder deposit funds           554,195     490,232
               Unearned premiums                       11,040      12,203
               Other policy claims & benefits                            
                payable                                 6,813       8,621 
                                                      701,164     628,817
               Other policyholders' funds               2,709       2,669
               Senior loans                            63,885      66,585
               Deferred federal income taxes           17,367       2,662
               Other liabilities                       26,140      24,781
               Separate account liabilities           395,552     371,173
                    Total liabilities               1,206,817   1,096,687

          Commitments and contingencies                             

          Redeemable preferred stock:                             
           Class A Preferred, $1 par value, 
            5,000,000 shares authorized and                       
            issued                                      5,000       5,000
           Class B Preferred, $1 par value,
            15,000,000 shares authorized and                       
            issued                                     15,000      15,000
                                                       20,000      20,000

          Redeemable Preferred Treasury Stock at                    
           cost, $20,000,000 shares                   (20,000)    (20,000)
                                                          -0-         -0- 
          Shareholders' equity:                                    
           Common stock, $.22 par value,
            10,000,000 shares authorized;                          
            5,129,239 and 5,107,239 shares
            issued, 4,138,329 and 4,116,329 
            shares outstanding in 1995 and 1994         1,129       1,124
          Additional paid-in capital                    3,113       2,854
          Net unrealized appreciation of equity 
           securities                                     798         568
          Net unrealized (loss) gain on invest-
           ments in fixed maturities available
           for sale                                     3,259     (20,266)
          Retained earnings                            76,235      71,045  
                                                       84,534      55,325
          Common Treasury stock, at cost 990,910
           shares                                      (3,018)     (3,018)
          Total Shareholders' equity                   81,516      52,307 
          Total Liabilities and Shareholders'      $1,288,333  $1,148,994 
           Equity
                   (See Notes to Consolidated Financial Statements) 





                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
                          CONSOLIDATED STATEMENTS OF INCOME          
                             FOR THE THREE MONTH PERIODS             
                             ENDED JUNE 30, 1995 AND 1994            
                                     (Unaudited)
                   (in thousands of dollars, except per share data)


                                                     3 Months Ended
                                                         June 30,
                                                     1995        1994  
          Revenues:
           Premiums                                $  5,267    $  4,777
           Premiums ceded                              (964)       (991)
           Net premiums                               4,303       3,786
           Earned insurance charges                   9,119      10,409
           Net investment income                     16,738      14,152
           Other                                        857       1,090
               Total                                 31,017      29,437

          Benefits and expenses: 
           Interest expense                           1,584       1,187
           Interest on insurance policies             7,076       7,354
           Benefits and other expenses               18,286      17,771
               Total                                 26,946      26,312

          Income from operations                      4,071       3,125

          Provision for federal income taxes          1,470       1,094 

          Net income                               $  2,601    $  2,031 

          Per Share Data: 

          Common stock and common stock 
           equivalents                                5,373       5,378 
          Net income per share available to 
           common shareholders                     $    .52    $    .40  




                   (See Notes to Consolidated Financial Statements) 




                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
                          CONSOLIDATED STATEMENTS OF INCOME   
                              FOR THE SIX MONTH PERIODS       
                             ENDED JUNE 30, 1995 AND 1994     
                                     (Unaudited)
                   (in thousands of dollars, except per share data)


                                                     6 Months Ended
                                                         June 30,
                                                     1995        1994 
          Revenues:
           Premiums                                $  9,327    $  9,744
           Premiums ceded                            (1,928)     (1,994) 
           Net premiums                               7,399       7,750
           Earned insurance charges                  18,961      20,056
           Net investment income                     31,981      28,735
           Other                                      1,781       2,221
               Total                                 60,122      58,762

          Benefits and expenses: 
           Interest expense                           3,108       2,522
           Interest on insurance policies            14,474      15,042
           Benefits and other expenses               34,485      33,624 
               Total                                 52,067      51,188 

          Income from operations                      8,055       7,574

          Provision for federal income taxes          2,865       2,651  

          Net income                               $  5,190    $  4,923 

          Per Share Data:

          Common stock and common stock 
           equivalents                                5,373       5,378 

          Net Income per share available to 
           common shareholders                     $   1.03    $    .96 



                   (See Notes to Consolidated Financial Statements) 





                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES  
                        CONSOLIDATED STATEMENTS OF CASH FLOWS         
                             FOR THE THREE MONTH PERIODS   
                             ENDED JUNE 30, 1995 AND 1994  
                                     (Unaudited)           
                              (in thousands of dollars)



                                                        3 Months Ended
                                                            June 30,
          CASH FLOWS FROM OPERATING ACTIVITIES          1995      1994 

          Net Income                                   $ 2,601  $  2,031

          Adjustments to reconcile net income to net 
           cash (used in) provided by operating
           activities:                                            
          Amortization of present value of future
           profits of acquired businesses                1,500     1,631
          Amortization of deferred policy acquisition
           costs                                           866       818
          Depreciation                                    (383)     (421)
          Net gain on sales of investments                 (10)      603 
          Financing costs amortized                         15       324

          Changes in assets and liabilities
          Decrease (increase) in accrued investment
           income                                          240       (60)
          Increase in agent advances and other
           receivables                                  (1,874)   (3,223)
          Policy acquisition costs deferred               (357)     (765)
          Increase (decrease) in policy liabilities
           and contract holder deposit funds            (8,828)   (6,529)
          Decrease in other policyholders' funds           (54)     (112)
          (Increase) decrease in other liabilities        (135)    1,556 
          (Increase) decrease in other federal income
           taxes                                         8,437    (3,709)
          Decrease (increase) in other assets            1,724     1,165 
          Other, net                                      (603)   (6,366) 
          Net cash provided by (used in)         
           activities                                 $  3,139  $(13,057)


                   (See Notes to Consolidated Financial Statements) 



                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
                        CONSOLIDATED STATEMENTS OF CASH FLOWS 
                              FOR THE SIX MONTH PERIODS       
                             ENDED JUNE 30, 1995 AND 1994     
                                     (Unaudited)       
                              (in thousands of dollars)



                                                        6 Months Ended
                                                            June 30,
          CASH FLOWS FROM OPERATING ACTIVITIES          1995      1994

          Net Income (Loss)                            $ 5,190  $  4,923 

          Adjustments to reconcile net income to net 
           cash (used in) provided by operating
           activities:
          Amortization of present value of future
           profits of acquired businesses                3,137     2,886 
          Amortization of deferred policy acquisition
           costs                                         1,735     2,060
          Depreciation                                      11        11
          Net gain on sales of investments                 (54)     (220)
          Financing costs amortized                        333       744
          Changes in assets and liabilities
          Decrease (increase) in accrued investment
           income                                        1,024       316 
          Increase in agent advances and other
           receivables                                  (1,081)   (5,880)
          Policy acquisition costs deferred               (959)   (1,651)
          Increase (decrease) in policy liabilities
           and contract holder deposit funds           (17,416)   (9,451)
          Decrease in other policyholders' funds          (340)      (82)
          (Increase) decrease in other liabilities         (54)    2,463 
          (Increase) decrease in deferred federal 
           income taxes                                 14,480    (8,091)
          Decrease (increase) in other assets           (1,018)     (598)
          Other, net                                      (857)   (1,131)
          Net cash provided by (used in) operating
           activities                                 $  4,131  $(13,701)



                   (See Notes to Consolidated Financial Statements) 



                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES  
                        CONSOLIDATED STATEMENTS OF CASH FLOWS     
                             FOR THE THREE MONTH PERIODS          
                             ENDED JUNE 30, 1995 AND 1994         
                                     (Unaudited)                  
                              (In thousands of dollars)
                                                        3 Months Ended
                                                            June 30,
          CASH FLOWS FROM INVESTING ACTIVITIES           1995     1994 

          Investments purchased                       $ (1,560) $(38,314)
          Proceeds from sale and maturities of 
           investments                                    (743)   37,046
          Net change in short-term investments          14,863    31,679
          Payment for purchase of insurance sub-
           sidiary, net of cash acquired                   -0-       -0-
          Purchase & retirement of equipment, net          163       399

          Net cash provided by investing activities     12,723    30,810

          CASH FLOWS FROM FINANCING ACTIVITIES

          Issuance of common stock                         -0-       -0-

          Issuance of senior loan                          -0-       -0-

          Repayment of debt                            (13,200)  (17,615)

          Net cash used in financing activities        (13,200)  (17,615)

          Net increase in cash and cash equivalents      2,662       138


          Cash and cash equivalents, beginning of     
           period                                          633     5,484 

          Cash and cash equivalents, end of period    $  3,295  $  5,622 



                   (See Notes to Consolidated Financial Statements) 

 

                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
                        CONSOLIDATED STATEMENTS OF CASH FLOWS        
                              FOR THE SIX MONTH PERIODS        
                             ENDED JUNE 30, 1995 AND 1994      
                                     (Unaudited)               
                               (In thousands of dollars)
                                                        6 Months Ended
                                                            June 30,
          CASH FLOWS FROM INVESTING ACTIVITIES           1995     1994   

          Investments purchased                       $(14,858) $(67,725)
          Proceeds from sale and maturities of 
           investments                                   6,628    72,909
          Net change in short-term investments          21,996    27,128 
          Payment for purchase of insurance           
           subsidiary, net of cash acquired            (17,492)      -0-
          Purchase & retirement of equipment, net         (237)        3 

          Net cash provided by (used in) investing 
           activities                                   (3,963)   32,315

          CASH FLOWS FROM FINANCING ACTIVITIES

          Issuance of common stock                         264        42

          Issuance of senior loan                       15,000       -0- 

          Repayment of debt                            (17,700)  (17,615) 

          Net cash used in financing activities         (2,436)  (17,573)

          Net increase (decrease) in cash and cash
           equivalents                                  (2,268)    1,041

          Cash and cash equivalents, beginning of
           period                                        5,563     4,581

          Cash and cash equivalents, end of period    $  3,295  $  5,622 


                   (See Notes to Consolidated Financial Statements) 




                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited)

          The financial statements included herein reflect all adjustments
          which are, in the opinion of management, necessary to present a
          fair statement of the interim results.  The statements have been
          prepared to conform to the requirements of Form 10-Q and do not
          necessarily include all disclosures required by generally
          accepted accounting principles (GAAP).  The reader should refer
          to Form 10-K for the year ended December 31, 1994 previously
          filed with the Securities and Exchange Commission for financial
          statements prepared in accordance with GAAP.  Certain prior year
          amounts have been reclassified to conform with current year
          presentation.

          Acquisition of Insurance Subsidiary 

          On February 14, 1995, the Company, through Investors-NA,
          purchased from Meridian Mutual Insurance Company the stock of
          Meridian Life Insurance Company, an Indianapolis-based life
          insurer, for a cash purchase price of $17.1 million.  After the
          aquisition, Meridian Life changed its name to Investors Life
          Insurance Company of Indiana ("Investors-IN").  Investors-IN is
          licensed in ten states and markets a variety of individual life
          and annuity products through independent agents.  This is not
          considered a significant subsidiary for Securities and Exchange
          Commission reporting purposes. 

          Under the terms of the purchase agreement, the Company acquired
          approximately 82% of the outstanding stock of Investors-IN for
          $14 million and Investors-NA acquired approximately 18% of the
          outstanding stock of Investors-IN for the remainder of the
          purchase price.  Immediately following the closing of the
          transaction, the Company contributed the shares acquired by it to
          the unassigned surplus of Investors-NA.  As a result, Investors-
          IN will be a wholly-owned subsidiary of Investors-NA.  This
          transaction was financed, in part, through a $15 million increase
          in the Company's Senior Loan. 

          New Accounting Pronouncement     

          In May 1993, the FASB issued FAS No. 114, "Accounting by
          Creditors for Impairment of a Loan", effective for fiscal years
          beginning after December 15, 1994.  This statement requires that
          impaired loans be valued at the present value of the expected
          future cash flows discounted at the loan's effective interest
          rate or, as a practical expedient, at the loan's effective
          interest rate or, as a practical expedient, at the loan's
          observable market price or the fair value of the collateral if
          the loan is collateral dependent.  It further amends FAS No. 5,
          "Accounting for Contingencies," to require that all contractual
          principal and interest payments be considered in determining the
          impairment of a loan.  The adoption of FAS No. 114 in January
          1995 did not have a material effect on the Company's financial
          statements.  


          Item 2.  Management's Discussion and Analysis of Financial  
          Conditions and Results of Operation:   


          For the six-month period ended June 30, 1995, ILCO's net income
          was $5,190,000 ($1.03 per common share), as compared to
          $4,923,000  ($0.96 per common share) for the similar period in
          1994.  

          The results for the first six months of 1995 include the
          operations of Investors Life Insurance Company of Indiana
          (formerly known as Meridian Life Insurance Company) for the
          period from February 14, 1995 to June 30, 1995.  Investors Life
          Insurance Company of Indiana (Investors-IN) was purchased by ILCO
          and Investors Life Insurance Company of North America (Investors-
          NA) for an adjusted purchase price of $17.1 million; the
          transaction was completed on February 14, 1995.  The name change
          was completed in May, 1995.

          The statutory earnings of the Company's insurance subsidiaries,
          as required to be reported to insurance regulatory authorities,
          before interest expense, capital gains and losses, and federal
          income taxes were $12,621,883 for the six-month period ended June
          30, 1995, as compared to $9,953,465 for the six-month period
          ended June 30, 1994.  These statutory earnings are the source to
          provide for the repayment of ILCO's indebtedness.

          The operating strategy of the Company's management emphasizes
          several key objectives: expense management; marketing of
          competitively priced insurance products which are designed to
          generate an acceptable level of profitability; maintenance of a
          high quality portfolio of investment grade securities; and the
          provision of quality customer service.

          Premium income, net of reinsurance, for the first six months of
          1995 was $7.4 million, as compared to $7.8 million in the same
          period of 1994.  The decision to discontinue the writing of
          credit life and accident and health insurance contributed to this
          decline by approximately $1.3 million, offset partially by
          increased premium resulting from the inclusion of Investors-IN. 
          Reinsurance premiums ceded were $1.9 million in the first six
          months of 1995, as compared to $2.0 million for the similar
          period in 1994.

          Earned insurance charges for the first six months of 1995 were
          $19.0 million, as compared to $20.1 million for the similar
          period in 1994.  This source of revenues is related to the
          universal life insurance book of business of Investors-NA.
            
          Interest expense was $3.1 million for the first six months of
          1995, as compared to $2.5 million for the first six months of
          1994.  The increase is attributable to an increase in the average
          rate of interest paid on the senior loan - 8.77% for the first
          six months of 1995 as compared to 6.30% for the 1994 period.

          The decline in long-term interest rates during the first six
          months of 1995, which was related to general economic conditions,
          had a positive effect upon the market value of the fixed 
          maturities available for sale segment of the portfolio.  As of
          June 30, 1995, the market value of the fixed maturities available
          for sale segment was $474.1 million as compared to a carrying
          value of $469.1 million, or an unrealized gain $5.0 million. 
          There is no assurance that this unrealized gain may be realized
          in the future.
            
          The investment income earned on the Company's portfolio affects
          the level of interest rates which the Company credits to its
          universal life insurance, whole life insurance and annuity
          products.  The objective of the Company is to maintain an
          appropriate margin between the rate of interest which it earns on
          its investments and the rate which it credits to policyholders. 

          During the first six months of 1994, management completed its
          review of the credit life and credit disability business of the
          Company.  As a result of this review, management determined that
          these product lines were not producing desired profitability
          objectives.  Accordingly, management announced that the Company's
          subsidiaries which underwrote credit insurance would discontinue
          the writing of new credit life and credit disability insurance.
          For the full year of 1995, this action will have a negative
          effect on premium income in the amount of $2.4 million

          Total assets as of June 30, 1995 ($1.29 billion) increased from
          the level as of December 31, 1994 ($1.15 billion).  The increase
          in total assets is primarily attributable to (a) the inclusion of
          Investors-IN and (ii) an increase in the amount of separate
          account assets.

          On January 31, 1995, ILCO, through Investors-NA, purchased, as an
          investment property, an office building project known as One
          Bridgepoint Office Square in Austin, Texas for a cash purchase
          price of $9.75 million.  The property, which is 100% leased to
          third-party tenants, consists of 20 acres of land, a five-story
          office building with 83,474 square feet of rentable space and a
          550-car parking garage.


          Results of Operations        

          For the quarter ended June 30, 1995, the Company's income from
          operations before Federal income taxes was $4,071,000 on revenues
          of $31,017,000, as compared to $3,125,000, on revenues of
          $29,437,000 for the second quarter of 1994.

          For the three-month period ended June 30, 1995, the lapse rate
          with respect to universal life insurance policies increased
          slightly from the lapse rate experienced in the similar period in
          1994.  The rate for the 1995 period was 8.0%, as compared to 7.9%
          in the 1994 period.  The lapse rate with respect to traditional
          (non-universal) life insurance policies decreased from the levels
          experienced in the second quarter of 1994.  The rate for the
          three-month period ended June 30, 1995 was 10.4%, as compared to
          13.4% in the similar period in 1994.  The lapse rates experienced
          during these periods were within the ranges anticipated by
          management. 


          Liquidity and Capital Resources 

          ILCO is a holding company whose principal assets consist of the
          common stock of Investors Life Insurance Company of North America
          and its subsidiaries - Investors Life Insurance Company of
          Indiana (formerly known as Meridian Life Insurance Company) and
          InterContinental Life Insurance Company ("ILIC").  ILCO's primary
          source of funds consists of payments under two Surplus Debentures
          from Investors-NA.   

          As of December 31, 1994, the outstanding principal balance of the 
          ILCO's senior loan obligations was $66.6 million.  On January 2,
          1995, the Company made a scheduled payment of $4.5 million under
          its Senior Loan.  In connection with the acquisition of
          Investors-IN in February, 1995, ILCO borrowed an additional $15
          million under its Senior Loan to help finance the purchase.  On
          April 3, 1995, a principal payment in the amount of $13.2 million
          was made, which prepaid the Senior Loan until October 1, 1995. 
          As a result, the Senior Loan had a principal balance at June 30,
          1995 of $63.9 million.

          ILCO's principal source of liquidity consists of the periodic
          payment of principal and interest by Investors-NA, pursuant to
          the terms of the Surplus Debentures.  The Surplus Debentures were
          originally issued by Standard Life Insurance Company and their
          terms were previously approved by the Mississippi Insurance
          Commissioner.  Upon the merger of Standard Life into Investors-
          NA, the obligations of the Surplus Debentures were assumed by
          Investors-NA.  As of June 30, 1995, the outstanding principal
          balance of the Surplus Debentures was $7.5 million and $66.3
          million, respectively.  Since Investors-NA is domiciled in the
          State of Washington, the provisions of Washington insurance law
          apply to the Surplus Debentures.  Under the provisions of the
          Surplus Debentures and current law, no prior approval of the
          Washington Insurance Commissioner is required for Investors-NA to
          pay interest or principal on the Surplus Debentures; provided
          that, after giving effect to such payments, the statutory surplus
          of Investors-NA is in excess of $10 million (the "surplus
          floor").  However, Investors-NA has voluntarily agreed with the
          Washington Insurance Commissioner that it will provide at least
          five days advance notice of payments which it will make under the
          surplus debenture.  As of June 30, 1995, the statutory surplus of
          Investors-NA was $57.7 million, an amount substantially in excess
          of the surplus floor.  The funds required by Investors-NA to meet
          its obligations to the Company under the terms of the Surplus
          Debentures are generated from operating income generated from
          insurance and investment operations.

          In addition to the payments under the terms of the Surplus
          Debentures, ILCO has received dividends from Standard Life (now,
          from Investors-NA).  Effective July 25, 1993, Washington amended
          its insurance code to retain the "greater of" standard for
          payment of dividends to shareholders, but enacted requirements
          that prior notification of a proposed dividend be given to the
          Washington Insurance Commissioner and that cash dividends may be
          paid only from earned surplus. Investors-NA does not presently
          have earned surplus as defined by the regulations adopted by the
          Washington Insurance Commissioner and, therefore, is not 
          permitted to pay a cash dividend.  However, since the new law
          applies only to dividend payments, the ability of Investors-NA to
          make principal and interest payments under the Surplus Debentures
          is not affected.  ILCO does not anticipate that Investors-NA will
          have any difficulty in making principal and interest payments on
          the Surplus Debentures in the amounts necessary to enable ILCO to
          service the Senior Loan for the foreseeable future.

          Investors-IN is domiciled in the State of Indiana.  Under the
          Indiana insurance code, a domestic insurer may make dividend
          distributions upon proper notice to the Department of Insurance,
          as long as the distribution is reasonable in relation to adequate
          levels of policyholder surplus and quality of earnings.  Under
          Indiana law the dividend must be paid from earned surplus. 
          Extraordinary dividend approval would be required where a
          dividend exceeds the greater of 10% of surplus or the net gain 
          from operations for the prior fiscal year.  Investors-IN
          currently has earned surplus.

          ILCO's net cash flow provided by (used in) operating activities
          was  $314,000 for the six-month period ended June 30, 1995, as
          compared to $(13,057,000) for the same period in 1994.  This
          change is primarily due to fluctuations in the amount of deferred
          federal income taxes, related to the market value of the portion
          of investments assets that are fixed maturities available for
          sale.

          Management believes that its cash, cash equivalents and short
          term investments are sufficient to meet the needs of its business
          and to satisfy debt service.

          Investments     

          As of June 30, 1995, the book value of the Company's invested
          assets totaled $652.8 million, as compared to $547.7 million as
          of December 31, 1994.  This change was affected primarily by the
          inclusion of Investors-IN, which added approximately $93 million
          in investment assets.  

          The level of short-term investments as of June 30, 1995 was $72.8 
          million, as compared to $94.8 million as of December 31, 1994.
          The decline in the level of short-term investments reflects the
          actions of management to diversify the investment portfolio of
          the Company. 

          The fixed maturities available for sale portion of invested
          assets at June 30, 1995 was $474.1 million.  The amortized cost
          of the fixed maturities available for sale segment as of June 30,
          1995 was $469.1 million, representing a net unrealized gain of
          $5.0 million.  This unrealized gain principally reflects changes
          in interest rates from the date the respective investments were
          purchased.  To reduce the exposure to interest rate changes,
          portfolio investments are selected so that diversity, maturity
          and liquidity factors approximate the duration of associated
          policyholder liabilities.

          The assets held by ILCO's life insurance subsidiaries must comply
          with applicable state insurance laws and regulations.  In 
          selecting investments for the portfolios of its life insurance
          subsidiaries, the Company's emphasis is to obtain targeted profit
          margins, while minimizing the exposure to changing interest
          rates.  This objective is implemented by selecting primarily
          short- to medium-term, investment grade fixed income securities. 
          In making such portfolio selections, the Company does not select
          new investments which are commonly referred to as "high yield" or
          "non-investment grade."  

          The Company's fixed maturities portfolio (including short-term
          investments), as of June 30, 1995, included a non-material amount
          (0.75% of total fixed maturities and short-term investments) of
          debt securities which, in the statements of the companies as
          filed with state insurance departments, were designated under the
          National Association of Insurance Commissioners ("NAIC") rating
          system as "3" (medium quality) or below.  As of December 31,
          1994, the comparable percentage was 1.1%.  Of these non-
          investment grade investments, 0.42% were in the medium quality
          (or "3") category, with only 0.34% receiving an NAIC rating of
          "4" (low quality) or below.  

          The consolidated balance sheets of the Company as of June 30,
          1995 include $60.985 million of "Notes receivable from
          affiliates", represented by: (i) a loan of $22.5 million from
          Investors-NA to Family Life Corporation and a $2.5 million loan
          from Investors-CA to Financial Industries Corporation (which is
          now owned by Investors-NA as a result of the merger of Investors-
          CA into Investors-NA) and $1.485 million of additions to the $2.5
          million note made in accordance with the terms of such note;
          these loans were granted in connection with the 1991 acquisition
          of Family Life Insurance Company by a wholly-owned subsidiary of
          FIC, (ii) a loan of $30 million by Investors-NA to Family Life
          Corporation made in July, 1993, in connection with the prepayment
          by the FIC subsidiaries of indebtedness which had been previously
          issued to Merrill Lynch as part of the 1991 acquisition and (iii)
          a loan of $4.5 million by Investors-NA to Family Life Insurance
          Investment Company made in July, 1993, in connection with the
          same transaction described above.  The NAIC has assigned a rating
          of "3" to the $30 million note and the $4.5 million note
          described above. These loans have not been included in the
          preceding description of NAIC rating percentages.

          Management believes that the absence of any material amounts of
          "high-yield" or "non-investment grade" investments (as defined
          above) in the portfolios of its life insurance subsidiaries
          enhances the ability of the Company to service its debt, provide
          security to its policyholders and to credit relatively consistent
          rates of return to its policyholders.



          Accounting Developments:  

          In May 1993, the FASB issued FAS No. 114, "Accounting by
          Creditors for Impairment of a Loan", effective for fiscal years
          beginning after December 15, 1994.  This statement requires that
          impaired loans be valued at the present value of the expected
          future cash flows discounted at the loan's effective interest 
          rate or, as a practical expedient, at the loan's observable
          market price or the fair value of the collateral if the loan is
          collateral dependent.  It further amends FAS No. 5, "Accounting
          for Contingencies," to require that all contractual principal and
          interest payments be considered in determining the impairment of
          a loan.  The adoption of FAS No. 114 in January, 1995, did not
          have a material impact on the Company's financial statements. 


 

                          INTERCONTINENTAL LIFE CORPORATION  
          PART II

          ITEM 6(A)

          Net income per share is based on the weighted average common and
          common equivalent shares outstanding during each year. 


                                      3 Months Ended     6 Months Ended
                                         June 30,           June 30,
                                      1995      1994      1995      1994
                                                (in thousands)

          Net income                $ 2,601   $  2,031  $  5,190  $  4,923
            
           
          Interest expense reduc-                       
           tion net of income tax
           effect                       170        141       335       256 

          Net income available to 
           common shareholders      $ 2,771   $  2,172  $  5,525  $  5,179
           
          Divide by:
           Common shares out-
            standing, treasury
            stock                     4,138      4,114     4,138     4,114 
           Dilutive common share
            equivalents               1,235      1,264     1,235     1,264
                      

          Common stock and common 
           stock equivalents          5,373      5,378     5,373     5,378 
         Net income per share 
           available to common 
           shareholders             $   .52   $    .40  $   1.03  $    .96  


          INTERCONTINENTAL LIFE CORPORATION AND SUBSIDARIES


          Part III.      Other Information


          Item 1.  Legal Proceedings  

          The Company and its subsidiaries are defendants in certain legal
          actions related to the normal business operations of the Company. 
          Management believes that the resolution of such legal actions
          will not have a material impact upon the financial statements.


          Item 2.  Changes in Securities    

               None


          Item 3.  Defaults Upon Senior Securities 

               None


          Item 4.  Submission of Matters to a Vote of Security Holders

               None


          Item 5.  Other Information  

               None


          Item 6.  Exhibits and Reports on Form 8-K  

               (a)  Exhibits

               Form 10-K Annual Report of Registrant for the year ended
               December 31, 1994 heretofore filed by Registrant with the
               Securities and Exchange Commission, which is hereby
               incorporated by reference. 

               (b)  Reports on Form 8-K:

               None 





                  INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES 



                                       SIGNATURES  



          Pursuant to the requirements of the Securities and Exchange Act
          of 1934, the Registrant has duly caused this report to be signed
          on its behalf by the undersigned thereunto duly authorized.



                                        INTERCONTINENTAL LIFE CORPORATION



                                        /s/ James M. Grace 
                                            James M. Grace
                                            Treasurer






          Date:  August 11, 1995 



































<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR
THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<DEBT-HELD-FOR-SALE>                           474,068
<DEBT-CARRYING-VALUE>                           20,544
<DEBT-MARKET-VALUE>                             22,399
<EQUITIES>                                       2,206
<MORTGAGE>                                      16,701
<REAL-ESTATE>                                   14,298
<TOTAL-INVEST>                                 652,761
<CASH>                                           3,295
<RECOVER-REINSURE>                              15,936
<DEFERRED-ACQUISITION>                          24,506
<TOTAL-ASSETS>                               1,288,333
<POLICY-LOSSES>                                129,116
<UNEARNED-PREMIUMS>                             11,040
<POLICY-OTHER>                                 554,195
<POLICY-HOLDER-FUNDS>                            6,813
<NOTES-PAYABLE>                                 63,885
<COMMON>                                         1,129
                                0
                                          0
<OTHER-SE>                                      80,387
<TOTAL-LIABILITY-AND-EQUITY>                 1,288,333
                                       7,399
<INVESTMENT-INCOME>                             31,981
<INVESTMENT-GAINS>                                   0
<OTHER-INCOME>                                   1,781
<BENEFITS>                                      25,736
<UNDERWRITING-AMORTIZATION>                      1,735
<UNDERWRITING-OTHER>                             7,014
<INCOME-PRETAX>                                  8,055
<INCOME-TAX>                                     2,865
<INCOME-CONTINUING>                              5,190
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,190
<EPS-PRIMARY>                                     1.03
<EPS-DILUTED>                                     1.03
<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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