FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-50884
33-84480
33-90272
NORTHBROOK LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
ILLINOIS 35-300152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices)(Zip Code)
847/402-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 of each of the issuer's classes of common
stock, as of March 31, 1998; there were 25,000 shares of common capital stock
outstanding, par value $100 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
March 31, 1998(Unaudited) and December 31, 1997.................. 3
Statements of Operations
Three Months Ended March 31, 1998 and
March 31, 1997 (Unaudited)....................................... 4
Statements of Cash Flows
Three Months Ended March 31, 1998 and
March 31, 1997 (Unaudited)................................. 5
Notes to Financial Statements.................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................13
Item 2. CHANGES IN SECURITIES*............................................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................13
SIGNATURE PAGE...............................................................14
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------------- -----------------
($ in thousands) (Unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed income securities at fair value (amortized
cost $75,571 and $72,491) $ 79,376 $ 76,402
Short-term 336 3,031
------------ ------------
Total investments 79,712 79,433
Net receivable from Allstate Life Insurance Company 347 1,467
Reinsurance recoverable from Allstate Life
Insurance Company 2,246,417 2,293,094
Cash 1,078 -
Other assets 5,458 5,033
Separate Accounts 6,411,254 5,719,203
------------ ------------
Total assets $ 8,744,266 $ 8,098,230
============ ============
LIABILITIES
Reserve for life-contingent contract benefits $ 143,774 $ 144,352
Contractholder funds 2,102,376 2,148,555
Income taxes payable 86 162
Deferred income taxes 2,632 2,674
Separate Accounts 6,411,254 5,719,203
------------ -----------
Total liabilities 8,660,122 8,014,946
------------ -----------
SHAREHOLDER'S EQUITY
Common stock, $100 par value, 25,000 shares
authorized, issued and outstanding 2,500 2,500
Additional capital paid-in 56,600 56,600
Retained income 22,571 21,642
Accumulated other comprehensive income:
Unrealized net capital gains 2,473 2,542
------------ -----------
Total accumulated other comprehensive income 2,473 2,542
------------ -----------
Total shareholder's equity 84,144 83,284
------------ -----------
Total liabilities and shareholder's equity $ 8,744,266 $ 8,098,230
============ ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
($ in thousands) 1998 1997
-------------- -------------
(Unaudited)
REVENUES
<S> <C> <C>
Net investment income $ 1,425 $ 1,272
Realized capital gains and losses - 1
-------- -------
1,425 1,273
-------- -------
INCOME BEFORE INCOME TAX EXPENSE 1,425 1,273
INCOME TAX EXPENSE 496 440
-------- -------
NET INCOME $ 929 $ 833
======== =======
</TABLE>
See notes to financial statements.
-4-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------------------
($ in thousands) 1998 1997
----------------- --------------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 929 $ 833
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization and other non-cash items 153 86
Realized capital gains and losses - (1)
Decrease in life-contingent contract benefits and
contractholder funds (80) (11)
Change in deferred income taxes (79) 14
Change in other operating assets and liabilities 501 (246)
-------- ---------
Net cash provided by operating activities 1,424 675
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Investment collections 3,515 940
Investment purchases (6,556) (6,123)
Change in short-term investments, net 2,695 4,519
-------- ---------
Net cash used in investing activities (346) (664)
-------- ---------
NET INCREASE IN CASH 1,078 11
CASH AT BEGINNING OF PERIOD - -
-------- ---------
CASH AT END OF PERIOD $ 1,078 $ 11
======== =========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of Northbrook
Life Insurance Company (the "Company"), a wholly owned subsidiary of
Allstate Life Insurance Company ("ALIC"), which is wholly owned by Allstate
Insurance Company, a wholly owned subsidiary of The Allstate Corporation.
The financials statements and notes as of March 31, 1998 and for the
three-month periods ended March 31, 1998 and 1997 are unaudited. The
interim financial statements reflect all adjustments (consisting only of
normal recurring accruals) which are, in the opinion of management,
necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods. The financial statements
and notes should be read in conjunction with the financial statements and
notes thereto included in the Northbrook Life Insurance Company Annual
Report on Form 10K for 1997. The results of operations for the interim
period should not be considered indicative of results to be expected for
the full year.
In March 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. Specifically, certain external, payroll and
payroll related costs should be capitalized during the application
development state of a project and depreciated over the computer software's
useful life. The Company has adopted the SOP effective January 1, 1998.
2. Reinsurance
The Company has reinsurance agreements whereby all premiums, contract
charges, credited interest, policy benefits and certain expenses are ceded
to ALIC. The statements of operations is presented net of reinsurance
transactions. Therefore, the amounts shown in the Company's statements of
operations relate to the investment of those assets of the Company that are
not transferred to ALIC under reinsurance agreements. Reinsurance
recoverable and the related reserve for life-contingent contract benefits
and contractholder funds are reported separately in the statements of
financial position. The Company continues to have primary liability as the
direct insurer for risks reinsured.
-6-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Investment income earned on the assets which support contractholder funds
and the reserve for life-contingent contract benefits is not included in
the Company's financial statements as those assets are owned and managed by
ALIC under the terms of reinsurance agreements. The following amounts were
ceded to ALIC under reinsurance agreements.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
($ in thousands) 1998 1997
-------------- ----------------
<S> <C> <C>
Premiums $ 366 $ 562
Contract charges 23,708 17,476
Credited interest, policy benefits,
and expenses 52,663 52,727
</TABLE>
3. Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."
Comprehensive Income is a measurement of all changes in shareholders'
equity that result from transactions and other economic events other than
transactions with shareholders. For the Company, these changes consist of
changes in unrealized gains and losses of the investment portfolio. These
amounts, presented as other comprehensive income, net of related taxes, are
added to net income which results in comprehensive income. The cumulative
amount of these changes is reported in the statements of financial position
as accumulated other comprehensive income.
-7-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The following summarizes the components of other comprehensive income on a
pretax and after-tax basis for the three-month periods ended March 31,
<TABLE>
<CAPTION>
($ in thousands) 1998 1997
---------------------------------- --------------------------------------
Income Income
tax After- tax After-
Pretax effect tax Pretax effect tax
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and and losses:
Unrealized holding gains
(losses) arising during
the period (106) 37 (69) (1,828) 641 (1,187)
Less: reclassification adjust-
ment for realized net
capital gains included in
net income - - - 1 - 1
------- -------- ------- ------- ------- --------
Other comprehensive
income $ (106) $ 37 $ (69) $(1,829) $ 641 $ (1,188)
======= ======== ======= ======= ======= ========
Comprehensive income $ 860 $ (355)
======= ========
</TABLE>
4. Regulation and Legal Proceedings
The Company's insurance businesses are subject to the effects of a changing
social, economic and regulatory environment. Public and regulatory
initiatives have varied and have included efforts to adversely influence
and restrict premium rates, restrict the Company's ability to cancel
policies, impose underwriting standards and expand overall regulation. The
ultimate changes and eventual effects, if any, of these initiatives are
uncertain.
Various other legal and regulatory actions are currently pending that
involve the Company and specific aspects of its conduct of business. In the
opinion of management, the ultimate liability, if any, in one or more of
these actions in excess of amounts currently reserved is not expected to
have a material effect on the results of operations, liquidity or financial
position of the Company.
-8-
<PAGE>
Northbrook Life Insurance Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion highlights significant factors influencing results
of operations and changes in financial position of Northbrook Life Insurance
Company (the "Company"). It should be read in conjunction with the financial
statements and related notes thereto found under items 7 and 8 of Part II of the
Northbrook Life Insurance Company Annual Report on Form 10-K for the year ended
December 31, 1997.
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is wholly owned by Allstate Insurance Company ("AIC"), a wholly
owned subsidiary of The Allstate Corporation, markets life insurance and annuity
products through Dean Witter Reynolds Inc., a wholly owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co.
The Company issues flexible premium deferred variable annuity contracts and
variable life policies, the assets and liabilities of which are legally
segregated and reflected as Separate Account assets and liabilities. Separate
Account assets and liabilities are carried at fair value in the statements of
financial position. Investment income and realized gains and losses of the
Separate Accounts accrue directly to the contractholders (net of fees) and,
therefore, are not included in the Company's statements of operations.
Results of Operations
- ---------------------
($ in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
------------- -------------
<S> <C> <C>
Net investment income $ 1,425 $ 1,272
============= =============
Realized capital gains and losses, after-tax $ - $ 1
============= =============
Net income $ 929 $ 833
============= =============
Investments $ 79,712 $ 72,932
============= =============
</TABLE>
The Company and ALIC have reinsurance agreements under which all contract
and policy related transactions other than those relating to Separate Accounts
are transferred to ALIC. The Company's results of operations include only
investment income and realized capital gains and losses earned on the assets of
the Company that are not transferred to ALIC under the reinsurance agreements.
Net income for the first quarter of 1998 was $929 thousand compared to $833
thousand for the first quarter of 1997. The increase in net income was primarily
due to increased investment income partially offset by increased federal income
taxes.
Pretax net investment income for the three-month period ended March 31,
1998 was $1.4 million compared to $1.3 million for the same period last year.
Additional investment income was earned on higher investment balances arising
from positive cash flows from operating activities.
-9-
<PAGE>
Northbrook Life Insurance Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Position
- ------------------
($ in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- ----------------
<S> <C> <C>
Fixed income securities (1) $ 79,376 $ 76,402
Short-term investments 336 3,031
-------------- --------------
Total investments $ 79,712 $ 79,433
============== ==============
Reinsurance recoverable from ALIC $ 2,246,417 $ 2,293,094
============== ==============
Separate Account assets and liabilities $ 6,411,254 $ 5,719,203
============== ==============
Contractholder funds $ 2,102,376 $ 2,148,555
============== ==============
</TABLE>
(1)Fixed income securities are carried at fair value. Amortized cost for these
securities was $75,571 and $72,491 at March 31, 1998 and December 31, 1997,
respectively.
The Company's fixed income securities portfolio consists of mortgage-backed
securities, publicly traded corporate bonds, U.S. government bonds and
tax-exempt municipal bonds. The Company generally holds its fixed income
securities for the long term, but has classified all of these securities as
available for sale to allow maximum flexibility in portfolio management.
Total investments increased to $79.7 million at March 31, 1998 from $79.4
million at December 31, 1997. The increase in investments is primarily due to
amounts invested from positive cash flows generated from operations offset in
part by a decrease in unrealized capital gains on fixed income securities. At
March 31, 1998, unrealized net capital gains on the fixed income securities were
$3.8 million compared to $3.9 million at December 31, 1997.
At March 31, 1998, all of the Company's fixed income securities portfolio
is rated investment grade, with a National Association of Insurance
Commissioners ("NAIC") rating of 1 or 2 or a Moody's rating of Aaa, Aa or A.
The Company's short-term investment portfolio was $336 thousand and $3.0
million at March 31, 1998 and December 31, 1997, respectively. The Company
invests available cash balances primarily in taxable short-term securities
having a final maturity date or redemption date of one year or less.
During the three months ended March 31, 1998, contractholder funds
decreased by $46.2 million and reinsurance recoverable from ALIC under
reinsurance agreements decreased by $46.7 million. Interest credited to
contractholders and sales of fixed annuity contracts were more than offset by
fixed annuity surrenders, withdrawals, policyholder transfers from fixed annuity
contracts to flexible premium deferred variable annuity contracts and benefits
paid. Reinsurance recoverable from ALIC relates to contract benefit obligations
ceded to ALIC.
-10-
<PAGE>
Northbrook Life Insurance Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Separate Account assets and liabilities increased by $692 million,
primarily attributable to sales of flexible premium deferred variable annuity
contracts, the favorable investment performance of the Separate Account
investment portfolios and transfers from fixed annuity contracts, partially
offset by variable annuity surrenders and withdrawals.
Liquidity and Capital Resources
- -------------------------------
Under the terms of reinsurance agreements, premiums and deposits on
universal life policies and investment contracts, excluding those relating to
Separate Accounts, are transferred to ALIC, which maintains the investment
portfolios supporting the Company's products. The Company continues to have
primary liability as a direct insurer for risks reinsured.
Year 2000
- ---------
The Company is heavily dependent upon complex computer systems for all
phases of its operations, including customer service, and policy and contract
administration. Since many of the Company's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed, remediated or replaced, ("Year 2000 Issue"). The Company believes
that many of its counterparties and suppliers also have Year 2000 Issues which
could affect the Company. In 1995, AIC commenced a plan intended to mitigate
and/or prevent the adverse effects of Year 2000 Issues. These strategies include
normal development and enhancement of new and existing systems, upgrades to
operating systems already covered by maintenance agreements and modifications to
existing systems to make them Year 2000 compliant. The plan also includes the
Company actively working with its major external counterparties and suppliers to
assess their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity or financial position. Year 2000 costs are and will continue to be
expensed as incurred.
Pending Accounting Standards
- ----------------------------
Statement of Financial Accounting Standardds ("SFAS") No. 131 redefines how
segments are determined and requires additional segment disclosures for both
annual and quarterly reporting. Under this statement, segments are determined
using the "management approach" for financial statement reporting. The
management approach is based on the way an enterprise makes operating decisions
and assesses performance of its businesses. The Company is currently reviewing
the requirements of this SFAS and has yet to determine its impact on its current
reporting segments. The requirements of this statement will be adopted effective
December 31, 1998.
-11-
<PAGE>
Northbrook Life Insurance Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-related Assessments." The SOP provides guidance concerning when to
recognize a liability for insurance-related assessments and how those
liabilities should be measured. Specifically, insurance-related assessments
should be recognized as liabilities when all of the following criteria have been
met: 1) an assessment has been imposed or it is probable that an assessment will
be imposed, 2) the event obligating an entity to pay an assessment has occurred
and 3) the amount of the assessment can be reasonably estimated. The
requirements of this standard are expected to be adopted in 1999 and are not
expected to have a material impact on the results of operations, cash flows or
financial position of the Company.
Forward-Looking Statements
- --------------------------
The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking statements that are based on
management's estimates, assumptions and projections. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its Board of Directors know of no material legal
proceedings pending to which the Company is a party or which would
materially affect the Company. The Company is involved in pending and
threatened litigation in the normal course of its business in which claims
for monetary damages are asserted. Management, after consultation with
legal counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
(2) None
(3)(i) Articles of Incorporation*
(ii) By-laws*
(4) Form of Northbrook Life Insurance Company
Flexible Premium Deferred Annuity Contract and Application**
(10)(i) Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company***
(ii)Modified Coinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company****
(11) None
(15) None
(18) None
(19) None
(22) None
(23)(a) Consent of Independent Public Accountants*****
(b) Consent of Attorneys******
(24) None
(27) Financial Data Schedule
(99) None
(b) Reports on 8-K
No reports on Form 8-K were filed during the first quarter of 1998.
* Previously filed in Form N-4 Registration Statement No.33-35412 dated June 14,
1990 and incorporated by reference.
** Previously filed in Form S-1 Registration Statement No. 33-90272 dated March
13, 1995 and incorporated by reference. Previously filed in Form S-1
Registration Statement No. 33-67352 dated August 12, 1993 and incorporated by
reference. Previously filed in Form S-1 Registration Statement No. 33-50884
dated August 14, 1992 and incorporated by reference.
*** Previously filed in Form S-1 Registration Statement No. 33-39268 dated March
6, 1991 and incorporated by reference.
**** Previously filed in Form S-1 Registration Statement No. 33-84480 dated
March 8, 1995 and incorporated by reference.
***** Previously filed in Form S-1 Registration Statement No. 33-90272 dated
April 1, 1997 and incorporated by reference. Previously filed in Form S-1
Registration Statement No. 33-84480 dated April 1, 1997 and incorporated by
reference. Previously filed in Form S-1 Registration Statement No. 33-50884
dated April 1, 1997 and incorporated by reference.
******Previously filed in Form S-1 Registration Statement No. 33-90272 dated
March 13, 1995 and incorporated by reference. Previously filed in Form S-1
Registration Statement No. 33-50884 dated August 14, 1992 and incorporated by
reference. Previously filed in Form S-1 Registration Statement No. 33-84480
dated September 28, 1994 and incorporated by reference.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 14th day of May 1998.
NORTHBROOK LIFE INSURANCE COMPANY
---------------------------------
(Registrant)
/s/ LOUIS G. LOWER, II CHAIRMAN OF THE BOARD OF DIRECTORS
- ------------------------ AND CHIEF EXECUTIVE OFFICER
LOUIS G. LOWER, II (Principal Executive Officer)
/s/ KEITH A. HAUSCHILDT ASSISTANT VICE PRESIDENT AND CONTROLLER
- ------------------------ (Chief Accounting Officer)
KEITH A. HAUSCHILDT
-14-
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL POSITION AT MARCH 31, 1997; STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997; AND STATEMENTS OF CASH FLOWS THREE MONTHS
ENDED MARCH 31, 1997.
</LEGEND>
<CIK> 0000716791
<NAME> NORTHBROOK LIFE INSURANCE COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 79,376
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 79,712
<CASH> 1,078
<RECOVER-REINSURE> 2,246,417
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 8,744,266
<POLICY-LOSSES> 143,774
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 2,102,376
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,500
<OTHER-SE> 81,644
<TOTAL-LIABILITY-AND-EQUITY> 8,744,266
0
<INVESTMENT-INCOME> 1,425
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 1,425
<INCOME-TAX> 496
<INCOME-CONTINUING> 929
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 929
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
