SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchanges Act
of 1934
DATE OF REPORT (Date of Earliest Event Reported) October 2, 1996
THE MANHATTAN LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York 33-42611 13-1004640
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification
No.)
1876 Waycross Road, Cincinnati, Ohio 45240
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (513) 595-2118
NONE
--------------------------------
(Former name, former address, and
former fiscal year, if changed
since last report.)
Item 5: Other Important Events
On October 2, 1996, the Board of Directors of the Registrant
voted to approve and recommend to the shareholders of the
Registrant, for consideration and adoption, a Plan for
Acquisition of Minority Interest of the Registrant setting
forth the terms of a Reverse Stock Split as described in
Item 7 - "Exhibits". Pursuant to the By-Laws of the
Registrant, a special meeting of the Registrant's
shareholders will be called as soon as practicable following
the review of the Registrant's Proxy Statement by the
Securities and Exchange Commission.
Item 7. Exhibits
The Following Exhibits are furnished with this report:
(99) Plan for Acquisition of Minority Interest of the
Registrant.
<PAGE>
THE MANHATTAN LIFE INSURANCE COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
THE MANHATTAN LIFE INSURANCE COMPANY
(The Registrant)
Dated: October 31, 1996 By: /s/ Daniel J. Fischer
Daniel J. Fischer
President and Chief Executive Officer
and General Counsel
==========================================================
PLAN FOR ACQUISITION
OF MINORITY INTERESTS IN
THE MANHATTAN LIFE INSURANCE COMPANY
As Adopted on OCTOBER , 2 , 1996
by the Board of Directors of
The Manhattan Life Insurance Company
==========================================================
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
PURPOSE OF THE PLAN. . . . . . . . . . . . . . . . . . . 2
ARTICLE III
FORM OF THE PLAN . . . . . . . . . . . . . . . . . . . . 3
Section 3.1 Background of the Plan . . . . . . . . . . . 3
Section 3.2 Basis for Choice of Method . . . . . . . . . 4
Section 3.3 Description of the Reverse Split . . . . . . 5
Section 3.4 Exchange Procedure for Capital Shares. . . . 5
Section 3.5 Funding for Reverse split. . . . . . . . . . 7
ARTICLE IV
PROPOSED CHARTER OF MLIC . . . . . . . . . . . . . . . . 8
Section 4.1 Amendment of the Charter of MLIC . . . . . . 8
Section 4.2 Action by the Board. . . . . . . . . . . . . 9
ARTICLE V
THE REVERSE SPLIT VERSUS THE SECTION 7118 PROCEDURE. . .11
Section 5.1 Consents and Approvals . . . . . . . . . . .11
Section 5.2 Fairness of this Plan to Minority
Shareholders . . . . . . . . . . . . . . . .12
Section 5.3 Appraisal Rights . . . . . . . . . . . . . .12
ARTICLE VI
OTHER CONSIDERATIONS. . . . . . . . . . . . . . . . . .13
Section 6.1 Statutory Considerations . . . . . . . . . .13
Section 6.2 Effect of Reverse Split on Revenue
Sharing between Policyholders and
Shareholders. . . . . . . . . . . . . . . . . . . . . .13
EXHIBIT A Proposed Charter Amendment of MLIC
<PAGE>
PLAN FOR ACQUISITION
OF
MINORITY INTERESTS OF
THE MANHATTAN LIFE INSURANCE COMPANY
This Plan for Acquisition of Minority Interests of The
Manhattan Life Insurance Company (this "Plan) was adopted by the
Board of Directors (the "Board") of The Manhattan Life Insurance
Company, a guarantee capital life insurance company organized
under the laws of the State of New York ("MLIC"), at a meeting
duly called and held on October 2, 1996, and sets forth the
method by which The Union Central Life Insurance Company, a
mutual life insurance company organized under the laws of the
State of Ohio ("UCLIC"), will become the sole holder of the
outstanding guarantee capital shares of MLIC.
ARTICLE I
DEFINITIONS
As used in this Plan, the following terms, whether in the
singular or the plural, have the following meanings:
"A.M. Best" means A.M. Best Company, Inc.
"Board" has the meaning set forth in the first paragraph
hereof.
"Capital Shares" means the guarantee capital shares, par
value $2 per share, of MLIC.
"Charter Amendment" has the meaning specified in Section
4.1.
"Exchange Procedure" has the meaning specified in Section
3.4.
"Guarantee Capital" has the meaning specified in Section
3.3.
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"Guarantee Capital Reserve" has the meaning specified in
Section 3.5.
"MLIC" has the meaning set forth in the first paragraph
hereof.
"Nasdaq" means the Nasdaq National Market.
"New Capital Shares" means the guarantee capital shares, par
value $835,406 per share, of MLIC that are issued and outstanding
after the Reverse Split is effected.
"NYBCL" means the New York Business Corporation Law.
"NYIL" means the New York Insurance Laws.
"Plan" has the meaning set forth in the first paragraph
hereof.
"Reverse Split" has the meaning specified in Section 3.3.
"SEC" means the Securities and Exchange Commission.
"Special Committee" has the meaning specified in Section
4.2.
"UCLIC" has the meaning set forth in the first paragraph
hereof.
ARTICLE II
PURPOSE OF THE PLAN
The principal purpose of this Plan is to allow MLIC to
present itself to the ratings agencies as a strategic subsidiary
of UCLIC and not as a stand alone company. As a strategic
subsidiary of UCLIC, MLIC should be able to maintain or improve
its current rating of "A- (Excellent)" with A.M. Best. In 1993,
MLIC's A.M. Best rating was downgraded from "A (Excellent)" to
<PAGE>
"A- (Excellent)". A.M. Best has advised MLIC that there could be
a further downgrade of its rating if this Plan is not completed.
In addition, this Plan would make MLIC a privately held
company, thereby eliminating the rising costs related to its
registration with the SEC and listing with Nasdaq, including the
expenses associated with servicing numerous shareholder accounts
and the reporting and accounting functions required by the SEC
and Nasdaq. For the year ended December 31, 1995, MLIC incurred
costs associated with being a publicly held company of
approximately $300,000.
An ancillary benefit to the more than 2,000 MLIC
shareholders owning fewer than 303,784 Capital Shares will be a
convenient, economical way to sell their shares at greater than
prevailing market prices without incurring brokerage commissions.
ARTICLE III
FORM OF THE PLAN
Section 3.1 Background of the Plan. UCLIC has informed
MLIC that it desires to own all of the Capital Shares and MLIC
desires this Plan to occur for the reasons detailed below.
Pursuant to Section 7118 of the NYIL ("Section 7118"), a
shareholder that owns at least 95 percent of the issued and
outstanding voting shares of a domestic Insurance company may
acquire the remaining minority shareholder interests in such
company. UCLIC, however, does not own 95 percent of the Capital
Shares. UCLIC has attempted to increase its ownership percentage
in MLIC but has failed to reach the 95 percent threshold because
the Capital Shares are widely dispersed among the public.* UCLIC
has informed MLIC that it does not believe that it could increase
its ownership percentage in MLIC to the 95 percent threshold
required under Section 7118. Accordingly, UCLIC has proposed that
MLIC eliminate minority shareholder interests in MLIC by
effecting a Reverse Split (as defined below) of the Capital
Shares which it is anticipated would result in UCLIC being the
sole holder of the outstanding guarantee capital shares of MLIC.
Section 3.2 Basis for Choice of Method. As discussed in
Section 3.1 above, UCLIC has informed MLIC that it cannot acquire
the interest of the minority holders of Capital Shares pursuant
to Section 7118. UCLIC has proposed, however, that MLIC effect
the Reverse Split as an alternative method to Section 7118 to
accomplish the desired goal of eliminating minority shareholder
interests in MLIC. A reverse stock split is an established method
for eliminating minority shareholder interests in a corporation.
This technique, which is a form of amendment of a company's
certificate of incorporation pursuant to state law, allows a
company to reverse split its outstanding shares of stock into a
lesser number of outstanding shares of stock. In the situation
where a reverse stock split is aimed at eliminating minority
shareholder interests, the company may issue one new share of
stock in exchange for a number of old shares in excess of the
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* Manhattan National Corporation, MLIC's parent company prior
to MLIC's spinoff on December 31, 1991, conducted a "dutch
auction" in 1990 to increase its ownership interest in MLIC.
As a result of the "dutch auction", Manhattan National
Corporation obtained a 72.8 percent ownership interest in
MLIC.
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<PAGE>
number of such old shares held by the largest minority
shareholder. As a result, the holdings of all minority
shareholders would be reduced to a fraction of a new share for
which they would be paid in cash in lieu of the issuance of
certificates for such fractional shares.
Section 3.3 Description of the Reverse Split. This
Plan would be effected pursuant to a 1-for-303,784 reverse split
of the Capital Shares (the "Reverse Split") that it is
anticipated would result in the elimination of minority
shareholder interests in MLIC and UCLIC being the sole remaining
holder of the New Capital Shares. As of August 31, 1996, MLIC had
3,341,624 Capital Shares issued and outstanding of which UCLIC
owns 2,433,345 or approximately 72.8 percent. It is anticipated
that the Reverse Split will reduce the number of Capital Shares
issued and outstanding from 3,341,624 to 8. The par value of the
Capital Shares will be increased from $2.00 per share to $835,406
per share. It is anticipated that the aggregate amount of capital
guaranteed to MLIC policyholders (the "Guarantee Capital") after
the Reverse Split is effected will remain at its current balance
of $6,683,248 (8 New Capital Shares with a par value of $835,406
per share).
Section 3.4 Exchange Procedure for Capital Shares. All
holders of Capital Shares that surrender their Capital Shares to
MLIC will receive either New Capital Shares or cash in exchange
for such Capital Shares (the "Exchange Procedure"). Each holder
of Capital Shares that surrenders to MLIC 303,784 Capital Shares,
together with cash in the amount of $227,838, will receive in
exchange one New Capital Share. Any such cash amounts received
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<PAGE>
from a holder of Capital Shares will be contributed to the
Guarantee Capital. Each holder of Capital Shares that surrenders
to MLIC less than 303,784 Capital Shares (including Capital
Shares remaining after a shareholder who owns in excess of
303,784 Capital Shares surrenders 303,784 Capital Shares) will
receive $7.50 in cash from MLIC for each Capital Share returned,
in lieu of fractional New Capital Shares.
Pursuant to the Exchange Procedure, UCLIC will return to
MLIC 2,433,345 Capital Shares plus cash in the amount of
$1,822,704 (all of which will be contributed to the Guarantee
Capital) in exchange for which it will receive 8 New Capital
Shares and approximately $23,048 in cash for the remaining
Capital Shares (3,073 Capital Shares) in excess of the amount
required for 8 New Capital Shares. It is anticipated that the
remaining 908,279 Capital Shares held by shareholders other than
UCLIC will be returned in exchange for cash in the aggregate
amount of approximately $6,812,093. MLIC does not anticipate that
any of the minority shareholders will accumulate the number of
Capital Shares required to be exchanged for a New Capital Share.
In the event that any minority shareholder accumulates 303,784
Capital Shares and, together with cash in the amount of $227,838,
surrenders such Capital Shares to MLIC, such minority shareholder
will receive one new Capital Share and the Guarantee Capital will
increase by $835,406. In addition, the aggregate amount paid to
shareholders other than UCLIC will be reduced by $2,278,380 per
one New Capital Share issued.
The ratio for the Reverse Split of 1-for-303,784 was
proposed by UCLIC and determined by the Board to be an
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<PAGE>
administratively convenient ratio which would ensure that the
largest single minority shareholder, and consequently all other
minority shareholders, would have their holdings reduced to a
fraction of a share for which they would be paid a fair price in
cash.
Section 3.5 Funding for Reverse Split. MLIC proposes to
use funds from its Guarantee Capital and Guarantee Capital
Reserve (defined below) to pay cash in lieu of issuing fractional
New Capital Shares resulting from the Reverse Split. MLIC
anticipates that it will require approximately $6,812,093 to pay
cash in lieu of issuing fractional New Capital Shares to minority
shareholders, which hold 908,279 Capital Shares prior to the
Reverse Split being effected. Of the $6,812,093 that will be
required to pay cash in lieu of issuing fractional New Capital
Shares, $1,816,558 will be funded from the Guarantee Capital and
approximately $4,995,535 will be funded from the Guarantee
Capital Reserve. In addition, MLIC will require approximately
$23,048 to pay cash in lieu of issuing fractional New Capital
Shares to UCLIC for Capital Shares returned by UCLIC in excess of
the amount required for 8 New Capital Shares. Of the $23,048 that
will be required to pay cash in lieu of issuing fractional New
Capital Shares, $6,146 will be funded from the Guarantee Capital
and approximately $16,902 will be funded from the Guarantee
Capital Reserve.
As of June 30, 1996, MLIC had Guarantee Capital, a Guarantee
Capital Reserve (the "Guarantee Capital Reserve") and unassigned
surplus of approximately $6,683,000, $15,526,000 and $6,773,000,
respectively, determined on a statutory basis of accounting.
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<PAGE>
After MLIC pays cash in lieu of issuing fractional New Capital
Shares resulting from the Reverse Split, the balance of the
Guarantee Capital Reserve will be approximately $10,514,000. As a
result of the contribution to the Guarantee Capital discussed
previously, the Guarantee Capital and the unassigned surplus,
however, will not change after the Reverse Split. As a part of
this Plan, MLIC will not make any distributions to its
shareholder(s) after the Reverse Split is effected until the
Guarantee Capital Reserve is restored to its balance at June 30,
1996 of $15,526,000. Based upon June 30, 1996 information,
MLIC's Risk Based Capital (the "RBC") ratio would decrease from
302% to 260% as a result of the reduction in Guarantee Capital
Reserve. Although MLIC's surplus will decrease by approximately
$5,012,000 as a result of the Reverse Split, MLIC believes that
the 260% RBC ratio would still exceed the average RBC ratio for
130 U.S. life Insurance companies (comprising 85% of estimated
1995 U.S. life industry assets) monitored by Townsend & Schupp.
The average RBC ratio for these companies for 1995 was 243%.
ARTICLE IV
PROPOSED CHARTER OF MLIC
Section 4.1 Amendment of the Charter of MLIC. The
Reverse Split would be effected by the amendment of the charter
of MLIC (the "Charter Amendment") pursuant to Section 1206(a)(4)
of the NYIL, which would be approved at a special meeting of
MLIC's shareholders. It is anticipated that this Plan will be
effected after the Charter Amendment and the use of the Guarantee
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<PAGE>
Capital Reserve is approved by the Superintendent. The
legislative history of New York Senate Bill No. 2074, February
15, 1950, which introduced what is now Section 1206(a)(4),
indicates that Section 1206(a)(4) was specifically adopted for
companies like MLIC. Under Section 1206(a)(4), a company that has
guarantee capital represented by shares "may amend any provisions
of its charter, including, without limitation, the increase,
reduction or retirement of its capital and the interest thereon
and the increase or decrease in the number or par value of the
shares representing its capital ..." N.Y.I.L. Section
1206(a)(4). Assuming that no minority shareholder surrenders
303,784 or more Capital Shares to MLIC, the Charter Amendment
will reduce the number of authorized Capital Shares of MLIC from
5,000,000 to 8 so that UCLIC will be the sole remaining holder of
New Capital Shares and the Guarantee Capital will remain
unchanged. The Charter Amendment will also increase the par value
of the Capital Shares from the present $2 per share to a par
value of $835,406 per share for the New Capital Shares. A copy of
the proposed Charter Amendment is attached to this Plan as
Exhibit A.
Section 4.2 Action by the Board. The Board has created
a special committee of four independent directors (the "Special
Committee") to (i) evaluate the Reverse Split and any proposal of
UCLIC to acquire the remaining minority shareholder interests in
MLIC and (ii) negotiate the terms and conditions of the Reverse
Split and any proposal of UCLIC to acquire the remaining minority
shareholder interests in MLIC, and recommend appropriate action
to the Board. The Special Committee was authorized by the Board
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<PAGE>
to engage a financial advisor and legal counsel to render
financial and legal advice in connection with their consideration
of the Reverse Split. The Special Committee has concluded its
deliberations and has reported its recommendation to the full
Board. The Board has approved the Reverse Split. A special
meeting of MLIC's shareholders will be called to consider and
vote upon the Reverse Split. Section 1206(a)(4) of the NYIL
provides that a guarantee capital company may amend any provision
of its charter if the amendment is approved by the board of
directors and the holders of at least two-thirds of the
outstanding shares. The Charter Amendment does not require the
approval of MLIC's policyholders under the NYIL or MLIC's
charter.
Shareholders who dissent from the Reverse Split and comply
with applicable law are granted certain rights under the NYIL and
NYBCL as discussed below.
In addition, pursuant to Section 1206(a)(4) of the NYIL, the
Charter Amendment must have the approval of the Superintendent of
Insurance endorsed on it.
ARTICLE V
THE REVERSE SPLIT VERSUS THE SECTION 7118 PROCEDURE
The Reverse Split is similar to the procedure prescribed by
Section 7118 (the "Section 7118 Procedure") in terms of the
required board approval, regulatory review and the protection
afforded to minority shareholders. A comparison of the procedures
under Section 7118 and the Reverse Split is set forth below.
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<PAGE>
Section 5.1 Consents and Approvals. As discussed
above, the Section 7118 Procedure provides a method for a
shareholder owning at least 95 percent of the outstanding voting
shares of a New York domiciled Insurance company to acquire the
remaining voting shares of the company pursuant to a plan of
acquisition adopted by its board of directors. Pursuant to
Section 7118, the Superintendent must review the plan of
acquisition and if he is satisfied that it complies with Article
71 of the NYIL, is fair and equitable and is not inconsistent
with law, he must approve such plan. Shareholder approval is not
required.
Similarly, the Reverse Split requires the recommendation of
the Special Committee and the approval of the Board. In addition,
the holders of at least a two-thirds of the outstanding shares of
MLIC must approve the Reverse Split. The Charter Amendment,
however, does not require the approval of MLIC's policyholders
under the NYIL or MLIC's charter. A Proxy Statement and a Rule
13e-3 Transaction Statement with respect to the Reverse Split
will be filed by MLIC with the SEC for its review.
Section 5.2 Fairness of this Plan to Minority
Shareholders. Both the Reverse Split and the Section 7118
Procedure contemplate an evaluation of the fairness of the
transaction from a financial point of view to minority
shareholders. The Special Committee, after considering the
financial and legal advice of its financial advisor and legal
counsel and taking into consideration such factors as it deems
appropriate, determined that $7.50 is a fair price to be paid to
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<PAGE>
minority shareholders of MLIC from a financial point of view.
With respect to the Section 7118 Procedure, the Superintendent is
charged with determining whether the plan of acquisition is fair
and equitable.
Section 5.3 Appraisal Rights. Rights granted to
dissenting shareholders under the NYIL and NYBCL are similar with
regard to the Reverse Split and the Section 7118 Procedure.
Pursuant to Section 7119 (b) of the NYIL ( "Section 7119
(b)"), shareholders who elect to dissent from the Section 7118
Procedure may obtain, in lieu of the consideration specified in
the plan of acquisition, the right to obtain an appraisal of
their shares pursuant to the procedure specified in Section 623
of the NYBCL. Under Section 7119(b), a dissenting shareholder
must file a written notice of dissent within 20 days of receiving
the plan of acquisition or a summary of the plan of acquisition.
As discussed above, to effect the Reverse Split, MLIC is
required to adopt the Charter Amendment. The adoption of the
Charter Amendment, however, will establish the right of appraisal
for MLIC shareholders who dissent from the Charter Amendment.
Such appraisal rights are granted under Section 1206(a)(4) of the
NYIL pursuant to the procedure specified in Section 623 of the
NYBCL.
ARTICLE VI
OTHER CONSIDERATIONS
Section 6.1 Statutory Considerations. The Reverse
Split is not prohibited by the NYIL or the NYBCL. The payment of
cash in lieu of fractional New Capital Shares by MLIC in
connection
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<PAGE>
with the Reverse Split is not a purchase of its own shares which
is prohibited by Section 1411(d)(i) of the NYIL. The Department
has stated in an opinion letter that Sections 1206(a)(4)
(authorization given to a guarantee capital company to amend its
charter) and 7119 (granting appraisal rights to dissenting
shareholders in the Section 7118 Procedure) of the NYIL provide
exceptions to the Section 1411(d) prohibition against an insurer
from acquiring its own capital shares.**
Section 6.2 Effect of Reverse Split on Revenue Sharing
between Policyholders and Shareholders. Section 14 of MLIC's
charter provides that after incurred losses and expenses,
including the payment of interest and adequate provision for
outstanding policies and contingencies are made, seven-eighths of
the profits of MLIC shall be distributed equitably to
participating policyholders and the remaining one-eighths of the
profits shall be made available for the holders of Capital
Shares. MLIC does not anticipate that the Reverse Split would
affect such revenue sharing.
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** Opinion Letter from Donald Carroll, Supervising Attorney,
New York Insurance Department, to Steven Liu, Esq., Law
Office of James C. Napoli (February 18, 1992) attached
hereto.
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<PAGE>
<PAGE>
(State of New York letterhead w/logo)
bcc: Supt. Curiale
First Dep. Supt. Cooper
Dep. Supt./Gen.Counsel Liskov
Dep. Supt. Hsia
Messrs. Laurenzano
Lennon
Ginnelly
Ms. Weidberg (Section 1411 (d))
STATE OF NEW YORK
INSURANCE DEPARTMENT
160 WEST BROADWAY
NEW YORK, NEW YORK 10013-3393
SALVATORE R. CURIALE RICHARD G. LISKOV
SUPERINTENDENT OF INSURANCE DEPUTY SUPERINTENDENT
AND GENERAL COUNSEL
February 18, 1992
Steven Liu, Esq.
Law Office of James C. Napoli
7-8 Chatham Square
New York, NY 10038
Dear Mr. Liu:
This is in response to your February 4, 1992 letter in which you
inquire whether the following transaction would violate any
provision of the New York Insurance Law.
As described in the your letter:
A Shareholder of a stock insurance company wishes to sell
his shares to a "Minority Enterprise Small Business
Investment Company" (MESBIC). MESBIC can only purchase stock
from an institution, not an individual. Therefore, to
structure this deal, the shareholder wishes to transfer his
shares for money as treasury shares to the insurance
company, who acts as an accommodating party. These shares
would then immediately be transferred by the carrier to the
MESBIC for money.
The amount of shares being transferred is six percent of the
total shares outstanding and the selling and subsequent
repurchase price is the original par value of the stock.
It would appear that the purchase by the insurance company would
be prohibited by Section 1411 (d) of the Insurance Law which bars
an insurer from acquiring its own capital shares except for the
purpose of mutualizing, redeeming and retiring shares, or
purchasing director's qualifying shares. Nor would the exceptions
in Sections 1206(a)(4) or 7119 authorize the purchase.
Very truly yours,
/s/ Donald Carroll
Donald Carroll
Supervising Attorney
DC:ctw
<PAGE>
(Exhibit A)
CERTIFICATE OF AMENDMENT
OF
AMENDED CHARTER
OF
THE MANHATTAN LIFE INSURANCE COMPANY
Under Section 1206(a)(4) of the Insurance Law of
the State of New York and Section 805 of the
Business Corporation Law of the State of New York
Pursuant to the provisions of Section 1206(a)(4) of
Insurance Law of the State of New York, the undersigned
President, Chief Executive Officer and General Counsel, and
Secretary of The Manhattan Life Insurance Company, hereby
certify:
FIRST: The name of the corporation is The Manhattan Life
Insurance Company (the "Company").
SECOND: The Amended Charter of the Company was filed by the
Insurance Department on November 14, 1990.
THIRD: The amendment to the Amended Charter of the Company
effected by this Certificate is to amend Article 3 to reduce the
number of authorized shares of guarantee capital shares.
FOURTH: The first sentence of Article 3 of the Amended
Charter of the Company that provides "[t]here shall be an
authorized Guarantee Capital of ten million dollars ($10,000,000)
to be divided into five million (5,000,000) shares of the par
value of two dollars each, which shall be personal property
transferable on the books of the Company in conformity with its
By-Laws" is hereby amended to read as follows:
"There shall be an authorized Guarantee Capital of nine
million one hundred eighty-nine thousand four hundred
sixty-six dollars ($9,189,466) to be divided into eleven
shares of the par value of eight hundred thirty-five
thousand four hundred six dollars ($835,406) each, which
shall be personal property transferable on the books of the
Company in conformity with its By-Laws."
FIFTH: The foregoing amendment of the Amended Charter of the
Company was authorized by resolution of the Board of Directors of
the Company, followed by the approval of at least two-thirds of
the outstanding guarantee capital shares of the Company on the
______ day of ________________, 1996.
<PAGE>
IN WITNESS WHEREOF, we hereunto sign our names and affirm
that the statement made herein are true under the penalties of
perjury this ____ day of _____________ 1996.
THE MANHATTAN LIFE INSURANCE COMPANY
By:
Name: Daniel J. Fischer
Title: President, Chief Executive
By:
Name: David F. Westerbeck
Title: Secretary
