<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
--------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission File Number 1-5846
------
THE LIBERTY CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0507055
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
Post Office Box 789, Wade Hampton Boulevard, Greenville, SC 29602
------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 864/609-8436
------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of the latest practicable date.
<TABLE>
<CAPTION>
Number of shares Outstanding
Title of each class as of March 31, 1996
------------------- ----------------------------
<S> <C>
Common Stock 20,092,805
</TABLE>
Page 1 of 11 sequentially numbered pages.
The Exhibit Index is on Page 9.
<PAGE> 2
PART I, ITEM 1
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(In 000's) MARCH 31, 1996 December 31, 1995
----------------- -----------------
ASSETS (Unaudited)
<S> <C> <C>
Investments:
Fixed Maturity Securities available for sale, at
market, cost of $1,406,753 at 3/31/96 and $1,383,324
at 12/31/95 $1,449,102 $1,467,039
Equity Securities, primarily at market, cost of $69,868
at 3/31/96 and $68,637 at 12/31/95 82,002 82,508
Mortgage Loans 215,818 213,223
Investment Real Estate 138,202 135,306
Loans to Policyholders 98,884 98,369
Other Long-Term Investments 28,229 27,535
Short-Term Investments 250 ---
---------- ----------
Total Investments 2,012,487 2,023,980
Cash 37,882 43,741
Accrued Investment Income 20,092 20,018
Receivables 42,611 46,098
Receivable from Reinsurers 275,419 275,090
Deferred Acquisition Costs and Cost of Business Acquired 356,447 352,113
Buildings and Equipment 80,036 79,789
Intangibles Related to Television Operations 98,977 99,056
Goodwill Related to Insurance Acquisitions 36,836 37,239
Other Assets 58,711 57,172
---------- ----------
Total Assets $3,019,498 $3,034,296
========== ==========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Liabilities
Policy Liabilities $1,873,706 $1,862,859
Notes, Mortgages and Other Debt 165,763 158,444
Long Term Debt 100,000 100,000
Accrued Income Taxes 11,148 6,665
Deferred Income Taxes 169,291 182,083
Accounts Payable and Accrued Expenses 64,763 67,094
Other Liabilities 27,383 35,722
---------- ----------
Total Liabilities 2,412,054 2,412,867
---------- ----------
Redeemable Preferred Stock
1994-A Series, $35.00 redemption value, shares issued
and outstanding - 668,207 in 1996 and 1995 23,387 23,387
1994-B Series, $37.50 redemption value, shares issued
and outstanding - 592,385 in 1996 and 594,126 in 1995 22,215 22,280
---------- ----------
Total Redeemable Preferred Stock 45,602 45,667
---------- ----------
Shareholders' Equity
Common Stock 159,614 158,735
Series 1995-A Convertible Preferred Stock, $35.00
redemption value, 599,985 shares issued and outstanding 20,999 20,999
Unearned Stock Compensation (5,595) (6,050)
Unrealized Investment Gains (Losses) 32,994 57,986
Cumulative Foreign Currency Translation Adjustment (931) (999)
Retained Earnings 354,761 345,091
---------- ----------
Total Shareholders' Equity 561,842 575,762
---------- ----------
Total Liabilities, Redeemable Preferred Stock and
Shareholders' Equity $3,019,498 $3,034,296
========== ==========
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
2
<PAGE> 3
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months ended
March 31,
-------------------------------
(In 000's, except per share data) 1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
REVENUES
Insurance Premiums & Policy Charges $ 77,526 $ 83,106
Broadcasting Revenues 28,880 24,753
Net Investment Income 37,264 35,240
Service Contract Revenue --- 2,260
Realized Investment Gains (Losses) 1,195 (1,874)
Other Income 45 ---
----------- ------------
Total Revenues 144,910 143,485
----------- ------------
EXPENSES
Policyholder Benefits 57,528 62,132
Insurance commissions 15,254 13,188
General Insurance Expenses 13,277 16,419
Amortization of Deferred Acquisition Costs 11,092 10,626
Broadcasting Expenses 21,752 18,037
Interest Expense 3,657 3,498
Other Expenses 1,690 3,505
----------- ------------
Total Expenses 124,250 127,405
----------- ------------
Income Before Income Taxes 20,660 16,080
Provision for Income Taxes 6,605 5,542
----------- ------------
NET INCOME $ 14,055 $ 10,538
=========== ============
EARNINGS PER SHARE: (Exhibit 11) $ .64 $ .49
Dividends Per Common Share .17 .155
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
3
<PAGE> 4
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------------
(In 000's) 1996 1995
---------------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 14,055 $ 10,538
Adjustments to reconcile net income to net cash provided (used) in
operating activities:
Increase in policy liabilities (623) 11,476
Decrease in accounts payable and accrued liabilities (297) (6,059)
Decrease in receivables 3,905 1,399
Amortization of policy acquisition costs 11,938 10,677
Policy acquisition costs deferred (11,751) (14,236)
Realized investment (gains) losses (1,195) 1,874
Gain on sale of operating assets (479) (1,080)
Depreciation and amortization 4,348 4,080
Amortization of bond premium and discount (864) (593)
Provision for deferred income taxes 907 (324)
All other operating activities, net (7,105) 1,863
------------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,839 19,615
INVESTMENT ACTIVITIES
Investment securities sold - available for sale 36,562 54,484
Investment securities matured or redeemed by issuer:
Available for sale 22,290 7,394
Held to maturity --- 9,133
Cost of investment securities acquired - available for sale (81,752) (95,472)
Mortgage loans made (9,612) (2,429)
Mortgage loan repayments 6,889 5,969
Purchase of investment real estate, buildings and equipment (12,408) (12,546)
Sale of investment real estate, buildings and equipment 7,386 6,540
Purchase of short-term investments (42,782) (19,970)
Sales of short-term investments 42,532 8,724
Net cash paid on purchase of television station --- (5,140)
All other investment activities, net 1,022 (689)
------------- ------------
NET CASH USED IN INVESTING ACTIVITIES (29,873) (44,002)
FINANCING ACTIVITIES
Proceeds from borrowings 655,500 758,500
Principal payments on debt (649,889) (751,640)
Dividends paid (4,386) (3,841)
Stock issued for employee benefit and compensation programs 692 817
Return of policyholders' account balances (8,895) (8,949)
Receipts credited to policyholders' account balances 18,153 19,580
------------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,175 14,467
INCREASE (DECREASE) IN CASH (5,859) (9,920)
Cash at beginning of year 43,741 51,400
------------- ------------
CASH AT END OF PERIOD $ 37,882 $ 41,480
============= ============
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
4
<PAGE> 5
THE LIBERTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
March 31, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated and condensed financial
statements of The Liberty Corporation and Subsidiaries have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
information included is not necessarily indicative of the annual
results that may be expected for the year ended December 31, 1996, but
it does reflect all adjustments (which are of a normal and recurring
nature) considered, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. For
further information, refer to the consolidated financial statements and
footnotes thereto included in The Liberty Corporation annual report on
Form 10-K for the year ended December 31, 1995.
2. ACCOUNTING FOR IMPAIRED ASSETS
On January 1, 1996, the Company adopted Statement of Financial
Accounting Standard No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS
No. 121"). This standard prescribes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and
goodwill that are used in the business, as well as establishes
accounting standards for long-lived assets and certain identifiable
intangibles to be disposed of. The standard requires that certain long
lived assets that are used in the business be valued at the lower of
book value or the sum of undiscounted expected future cash flows. The
standard also requires that certain long-lived assets to be disposed of
be reported at the lesser of book value or net realizable value. As a
result of adopting SFAS No. 121, the Company has recognized impairments
of $1.8 million for the quarter ended March 31, 1996, which is reported
as a component of realized investment gains and losses. Of the total,
$.4 million represents permanent impairment writedowns on assets that
are used in the business.
3. STOCK-BASED COMPENSATION
On January 1, 1996, the Company adopted Statement of Financial
Accounting Standard No. 123, "Accounting for Stock Based Compensation"
(" SFAS No. 123"). In accordance with the provisions of this
Standard, the Company will disclose the pro-forma impact on net income
and earnings per share of expensing the estimated fair value of grants
issued in its financial statements for the year ended December 31,
1996.
4. COMMITMENTS AND CONTINGENCIES
At March 31, 1996, the Company had made commitments as shown below:
<TABLE>
<CAPTION>
(In 000's)
<S> <C>
Investment real estate 6,356
Mortgage loans and bonds 23,810
Other 9,250
-------
$39,416
=======
</TABLE>
5
<PAGE> 6
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Unaudited)
OPERATIONS
Consolidated first quarter net income of $14.1 million increased 33% over
1995's first quarter (see table below). Operating earnings (which exclude net
realized investment gains and losses) increased $1.4 million (12%) over 1995's
first quarter. Net income reflects realized investment gains (after-tax) of
$.9 million in first quarter 1996 versus realized investment losses of $1.2
million in first quarter 1995.
<TABLE>
<CAPTION>
First Quarter
--------------
1996 1995
-------------------------------
<S> <C> <C>
Income Before Income Taxes $ 20,660 $ 16,080
Income Taxes 6,605 5,542
--------- ---------
Net Income $ 14,055 $ 10,538
========= =========
</TABLE>
Excluding realized gains and losses, over the comparable prior year quarter the
Company's insurance operations generated an increase in pre-tax income of $1.0
million, broadcasting had an increase of $.1 million, and the Parent Company
had a $.5 million lower loss than the prior year.
The $1.0 million pre-tax earnings increase for insurance operations was
primarily driven by Liberty Life, which saw an improvement of $1.1 million
versus the comparable prior year period. Compared to the first quarter of
1995, Liberty Life experienced an improvement in net investment income,
primarily due to higher real estate sales, and reduced general insurance
expenses. These improvements were offset by higher policy benefit expenses,
primarily in the ordinary line of business within the Home Service Division,
with some of the deviation also coming from the Mortgage Protection Division.
The poor experience in the ordinary line is not expected to continue as,
historically, claims experience in this line has been good. On the Mortgage
Protection side, though claims were higher than the levels experienced in the
latter part of 1995, they are significantly improved from the high levels which
occurred in the first quarter of 1995. The FamilySide pre-need business
reported a $.2 million reduction in pretax earnings from the prior year,
primarily as a result of high benefit expense incurred in the first quarter of
1996. Consistent with Liberty Life, the high benefit expense offset some
positives in net investment income and general insurance expenses. Liberty
Insurance Services, whose pre-tax earnings have been combined with the results
of the Company's 40% equity interest in the Alliance-One service company
partnership for reporting purposes beginning with the first quarter of 1996,
contributed a pretax earnings increase of $.1 million for the quarter.
The broadcasting operations were slightly improved over last year's
exceptionally strong first quarter, reporting pretax earnings of $4.9 million
versus $4.8 million in 1995. The 1996 earnings include the contributions of
WLOX-TV for a full quarter, whereas in 1995 the results included the WLOX
station for only one month. Local revenues were very strong for the quarter,
while national revenues were not quite as strong as anticipated.
The major contributing factor to the $.5 million decrease in the parent
company's before-tax loss was a one time non- recurring adjustment of $2.4
million related to reducing previously accrued expenses due to a technical
change in how vacation benefits are earned. This was partially offset by lower
real estate sales and a $.8 million charge to eliminate investment income
recognized by the insurance operations on an intercompany transaction.
Consolidated revenues increased $1.4 million (1%) from the prior year first
quarter due to a $4.1 million (17%) increase in revenues from the broadcasting
operations driven by revenues from inclusion of WLOX-TV for a full quarter in
1996, offset by a $.8 million reduction in revenues from insurance operations
and a $1.9 million reduction in the parent company. Excluding the impact of
realized investment gains and losses, consolidated revenues decreased $1.6
million (1%).
6
<PAGE> 7
The Liberty Corporation and Subsidiaries
Management s Discussion and Analysis of Operations March 31, 1996
Insurance premiums and policy charges decreased $5.6 million (7%) from the
prior year due to the effects on the FamilySide preneed business associated
with the rollout of an entirely new product line in late 1995. It is
anticipated that this is a short term trend that will reverse during the latter
half of 1996. The $6.8 million decrease in FamilySide premium revenues were
somewhat offset by a $1.2 million increase in Liberty Life's premiums.
The increase in broadcasting revenues for the quarter was driven by the
contributions of WLOX for a full quarter, versus only one month in the first
quarter of 1995. Local revenues increased $2.6 million from the prior year,
national revenues increased $.4 million, and political and cable revenues each
contributed an additional $.5 million compared to the prior year. WLOX-TV
contributed $2.2 million of the increase in revenues in 1996.
The decrease in service contract revenues is due to the fact that the
operations of Liberty Insurance Services have been combined with the Company's
40% equity interest in the earnings of Alliance-One, and the total is being
reported on an equity basis in Other Income.
The $2.1 million (16%) increase in commissions is primarily related to the
growth of the Company's accidental death product group. A substantial amount
of this line of business is marketed through a third party marketer. All
payments to this third party, which include commissions and certain payments
for certain general and administrative functions, are reported as commissions
expense.
Broadcasting expenses were up 21% for the quarter due to the additional
expenses associated with the WLOX-TV operation.
INVESTMENTS
As of March 31, 1996, approximately 69% of the Company's $2.0 billion
consolidated invested assets were in bonds with an overall average credit
rating of AA-. Approximately 3.3% of the bond portfolio was rated below
investment grade.
Approximately 57% of the Company's $1.4 billion bond portfolio at March 31,
1996, was comprised of mortgage-backed securities compared to 56% at December
31, 1995. Certain mortgage-backed securities are subject to significant
prepayment or extension risk due to changes in interest rates. In periods of
declining interest rates, mortgages may be repaid more rapidly than scheduled
as borrowers refinance higher rate mortgages to take advantage of the lower
current rates. As a result, holders of mortgage-backed securities may receive
large prepayments on their investments which cannot be reinvested at interest
rates comparable to the rates on the prepaid mortgages. In a rising interest
rate environment refinancings are significantly curtailed and the payments to
the holders of the securities decline, limiting the ability of the holder to
reinvest at the higher interest rates. Mortgage-backed pass-through securities
and sequential collateralized mortgage obligations ("CMO's"), which comprised
15% of the book value of the Company's mortgage-backed securities at March 31,
1996, and 20% at December 31, 1995, are sensitive to prepayment or extension
risk. The remaining 85% of the Company's mortgage-backed investment portfolio
at March 31, 1996, consisted of planned amortization class ("PAC") instruments
compared to approximately 80% at December 31, 1995. These investments are
designed to amortize in a more predictable manner by shifting the primary
prepayment and extension risk of the underlying collateral to investors in
other tranches of the CMO.
Mortgage loans of $215.8 million comprised 11% of the consolidated investment
portfolio at March 31, 1996. Substantially all of these mortgage loans are
commercial mortgages with a loan to value ratio not exceeding 75% when made.
These loans are concentrated in the southeast primarily in the states of North
Carolina, South Carolina, Georgia, Florida, Virginia, Louisiana and Tennessee.
Investment real estate at March 31, 1996, of $138.2 million comprised 7% of the
consolidated investment portfolio, the same percentage as at December 31, 1995.
Three key property types make up the bulk of the Company's real estate
investment assets:
7
<PAGE> 8
The Liberty Corporation and Subsidiaries
Management s Discussion and Analysis of Operations March 31, 1996
residential land development, business parks, and business property rentals.
The majority of the Company's investment real estate is located in South
Carolina, Florida, Georgia, and North Carolina.
FINANCIAL POSITION
In accordance with the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", the Company reported an unrealized
gain of $33.0 million on fixed maturity securities available for sale and
equity securities as of March 31, 1996. This compares with an unrealized gain
of $58.0 million at December 31, 1995. The decrease is due to the negative
impact on the market value of the portfolio associated with rising interest
rates during the first quarter.
CAPITAL, FINANCING AND LIQUIDITY
The Company's net cash flow from operating activities was $12.8 million for the
first quarter of 1996 compared to $19.6 million for the same period of 1995.
The Company's net cash used in investing activities was $29.9 million, and cash
flow provided from financing activities was $11.1 million. As a result of its
activities, the Company had a $5.6 million decrease in cash compared to a
decrease of $9.9 million in the same period in 1995.
At March 31, 1996, the Company's borrowings and notes payable amounted to
$265.8 million, an increase from the $258.4 million outstanding at December 31,
1995. The increase was primarily a function of borrowings used to meet working
capital requirements in the parent company during the first quarter.
The Company uses various interest rate swaps and caps to help minimize the
impact of a potential significant rise in short term interest rates. (See the
Company's 1995 Annual Report to Shareholders for a description of the interest
rate swaps and caps in place.) The Company has not used interest rate swaps or
any other derivative financial instruments to manage its interest rate exposure
on interest sensitive universal-life type products.
Other Company commitments are shown in Note 4 contained in the accompanying
financial statements. Additional detail as to commitments and financing is
contained in the Notes to the Consolidated Financial Statements in the
Company's annual report on Form 10K for the year ended December 31, 1995.
Further discussion of investments and valuation is contained in Notes 1 and 2
to the Consolidated Financial Statements in the Company's annual report on Form
10K for the year ended December 31, 1995.
ACCOUNTING DEVELOPMENTS
The Company adopted Statement of Financial Accounting Standard No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" ("SFAS No. 121"), on January 1, 1996. The results of
adoption did not have a material effect on the net income or financial position
of the Company. For additional information, see Note 2 to the Consolidated and
Condensed Financial Statements within this report.
The Company adopted Statement of Financial Accounting Standard No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), on January 1, 1996.
For additional information, see Note 3 to the Consolidated and Condensed
Financial Statements within this report.
8
<PAGE> 9
PART II, ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) A list of the exhibits filed with this report is included in
the Index to Exhibits filed herewith.
(b) The filing of Form 8-K was not required during the first
quarter of 1996.
INDEX TO EXHIBITS
EXHIBIT 11 Consolidated Earnings Per Share Computation
EXHIBIT 27 Financial Data Schedule (Electronic Filing Only)
9
<PAGE> 10
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.
THE LIBERTY CORPORATION Date: May 9, 1996
- -----------------------
(Registrant)
/s/ H. Ray Eanes
- ----------------
H. Ray Eanes
Senior Vice President Finance & Treasurer
/s/ John P. Smith
- -----------------
John P. Smith
Corporate Controller
10
<PAGE> 1
Exhibit 11
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED EARNINGS PER SHARE COMPUTATION
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------
1996 1995
------------ -------------
(Unaudited)
<S> <C> <C>
PRIMARY SHARES
- --------------
Common shares outstanding - end of period 20,092,805 19,879,089
Weighted average common shares outstanding 20,080,138 19,852,637
Weighted average common stock options outstanding 160,246 73,498
Preferred stock considered a common stock equivalent 599,985 206,662
----------- -----------
Total primary shares 20,840,369 20,132,797
=========== ===========
FULLY DILUTED SHARES
- --------------------
Weighted average common shares outstanding 20,080,138 19,852,637
Weighted average common stock options outstanding 160,290 99,853
Preferred stock considered a common stock equivalent 599,985 206,662
Assumed conversion of redeemable preferred stock not
considered a common stock equivalent 1,261,281 1,266,148
----------- -----------
Total fully diluted shares 22,101,694 21,425,300
=========== ===========
NET INCOME $14,055,000 $10,538,000
=========== ===========
PREFERRED STOCK DIVIDENDS ON REDEEMABLE PREFERRED STOCK
Dividends $ 663,000 $ 665,000
=========== ===========
Primary earnings per share (net income minus preferred
dividends divided by total primary shares) $ .64 $ 0.49
=========== ===========
Fully diluted earnings per share (net income divided by total
fully diluted shares) $ .64 $ 0.49
=========== ===========
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LIBERTY CORPORATION FOR THE THREE MONTHS ENDED MARCH 31,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 1,449,102
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 82,002
<MORTGAGE> 215,818
<REAL-ESTATE> 138,202
<TOTAL-INVEST> 2,012,487
<CASH> 37,882
<RECOVER-REINSURE> 275,419
<DEFERRED-ACQUISITION> 356,447
<TOTAL-ASSETS> 3,019,498
<POLICY-LOSSES> 1,819,522
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 26,827
<POLICY-HOLDER-FUNDS> 27,357
<NOTES-PAYABLE> 265,763
45,602
20,999
<COMMON> 159,614
<OTHER-SE> 381,229
<TOTAL-LIABILITY-AND-EQUITY> 3,019,498
77,526
<INVESTMENT-INCOME> 37,264
<INVESTMENT-GAINS> 1,195
<OTHER-INCOME> 28,925
<BENEFITS> 57,528
<UNDERWRITING-AMORTIZATION> 11,092
<UNDERWRITING-OTHER> 28,531
<INCOME-PRETAX> 20,660
<INCOME-TAX> 6,605
<INCOME-CONTINUING> 14,055
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,055
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
