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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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Securities and Exchange Commission File No. 812-06037
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-2265014
(I.R.S. Employer Identification No.)
500 Boylston Street
Boston, Massachusetts 02116
(Address of principal executive offices)
(617) 663-3200
(Registrant's telephone number, including area code)
---------------------
Indicated by check market whether the registrant (1) has filed 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.
X Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's sole class of common stock, as
of March 31, 2000 was 2,600.
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
Quarterly Report on Form 10-Q
For the period ended March 31, 2000
Table of Contents
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<TABLE>
<CAPTION>
Page
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<S> <C>
Part I Financial Information 3
Item 1. Consolidated Financial Statements 3
Consolidated Balance Sheets as at March 31, 2000 and December 31, 1999 3
Consolidated Statements of Income for the three months ended March 31, 2000 and 1999 4
Consolidated Statement of Changes in Shareholder's Equity as of March 31, 2000 5
Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8
Part II Other Information
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults upon Senior Securities 12
Item 4 Submission of matters to a vote of Security Holders 12
Item 5 Other Information 12
Item 6A Exhibits 12
Item 6B Reports on Form 8-K 15
</TABLE>
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS AT AS AT
MARCH 31 DECEMBER 31
ASSETS ($ thousands) 2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
INVESTMENTS
Fixed maturity securities available-for-sale, at fair value
(amortized cost: 2000 $143,753; 1999 $156,382) $ 141,075 $ 152,922
Short-term investments 45,225 41,311
Policy loans 7,665 7,049
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TOTAL INVESTMENTS $ 193,965 $ 201,282
------------ ------------
Cash and cash equivalents $ 29,634 $ 27,790
Accrued investment income 2,598 2,630
Deferred acquisition costs 731,859 655,294
Other assets 21,089 19,341
Due from reinsurers 778,078 797,746
Separate account assets 17,353,095 16,022,215
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TOTAL ASSETS $ 19,110,318 $ 17,726,298
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LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
LIABILITIES:
Policyholder liabilities and accruals $ 139,769 $ 139,764
Payable to affiliates 2,725 10,267
Notes payable to affiliates 372,350 311,100
Deferred income taxes 54,791 46,533
Other liabilities 48,085 50,577
Due to reinsurers 786,713 808,599
Separate account liabilities 17,353,095 16,022,215
------------ ------------
TOTAL LIABILITIES $ 18,757,528 $ 17,389,055
------------ ------------
SHAREHOLDER'S EQUITY:
Common stock (par value $1,000 per share-authorized, 3,000
shares; issued and outstanding, 2,600 shares) $ 2,600 $ 2,600
Additional paid-in capital 207,102 207,102
Retained earnings 145,179 130,145
Accumulated other comprehensive loss (2,091) (2,604)
------------ ------------
Total shareholder's equity $ 352,790 $ 337,243
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 19,110,318 $ 17,726,298
============ ============
</TABLE>
See accompanying notes.
3
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31 ($ thousands) 2000 1999
--------- ---------
<S> <C> <C>
REVENUES:
Fees from separate accounts and policyholder funds $ 65,949 $ 49,011
Advisory fees and other distribution revenues 39,065 26,750
Premiums 59 9
Net investment income 3,446 3,047
Net realized investment gains (576) 203
--------- ---------
TOTAL REVENUE $ 107,943 $ 79,020
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BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 1,803 $ 1,333
Amortization of deferred acquisition costs 16,371 15,378
Other insurance expenses 61,784 42,353
Financing costs 4,780 4,654
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TOTAL BENEFITS AND EXPENSES $ 84,738 $ 63,718
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INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
$ 23,205 $ 15,302
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INCOME TAX EXPENSE $ 8,171 $ 5,399
--------- ---------
NET INCOME $ 15,034 $ 9,903
========= =========
</TABLE>
See accompanying notes.
4
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
COMMON ADDITIONAL RETAINED COMPREHENSIVE SHAREHOLDER'S
($thousands) STOCK PAID-IN CAPITAL EARNINGS INCOME (LOSS) EQUITY
------ -------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 2000 $2,600 $207,102 $130,145 $(2,604) $ 337,243
Comprehensive income (note 3) - - 15,034 513 15,547
------ -------- -------- ------- ---------
BALANCE, MARCH 31, 2000 $2,600 $207,102 $145,179 $(2,091) $ 352,790
====== ======== ======== ======== =========
</TABLE>
See accompanying notes.
5
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------
($ thousands) 2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 15,034 $ 9,903
Adjustments to reconcile net income to net income to net cash used
in operating activities:
Amortization of bond discount and premium 106 211
Benefits to policyholders 1,803 1,333
Provision for deferred income tax 7,969 3,355
Net realized investment losses (gains) 576 (197)
Amortization of deferred acquisition costs 16,371 15,378
Acquisition costs deferred (92,916) (45,499)
Changes in assets and liabilities:
Accrued investment income 32 (227)
Other assets (1,748) (539)
Payable to affiliates (7,542) 3,987
Other liabilities (2,492) 1,340
-------- --------
Net cash used in operating activities $(62,807) $(10,955)
-------- --------
INVESTING ACTIVITIES:
Fixed-maturity securities sold, matured or repaid 34,391 15,812
Fixed-maturity securities purchased $(22,444) $(13,984)
Net change in short-term investments (3,914) 12,808
Net change in policy loans (616) (112)
Net change in receivable for undelivered securities -- (11,143)
-------- --------
Net cash provided by investing activities $ 7,417 $ 3,381
-------- --------
FINANCING ACTIVITIES:
Net reinsurance consideration $ (2,218) $ (357)
Deposits to policyholder funds 12,069 10,443
Return of policyholder funds (13,867) (3,912)
Increase in notes payable to affiliates 61,250 12,881
-------- --------
Net cash provided by financing activities $ 57,234 $ 19,055
-------- --------
Increase in cash and cash equivalents during the period $ 1,844 $ 11,481
Cash and cash equivalents at beginning of year 27,790 10,320
-------- --------
BALANCE, END OF PERIOD $ 29,634 $ 21,801
======== ========
</TABLE>
See accompanying notes.
6
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Company
and its wholly-owned subsidiaries have been prepared in accordance with
generally accepted accounting principles ("GAAP"), except that they do not
contain complete notes. However, in the opinion of management, these
statements include all normal recurring adjustments necessary for a fair
presentation of the results. These financial statements should be read in
conjunction with the financial statements and the related notes included in
the Company's annual report on Form 10-K for the year ended December 31,
1999. Operating results for the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the full
year ending December 31, 2000.
2. RECENT ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities.
Contracts that contain embedded derivatives, such as certain insurance
contracts, are also addressed by the Statement. SFAS No. 133 requires that
an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. In July 1999, the FASB issued Statement 137, which delayed the
effective date of SFAS No. 133 to fiscal years beginning after June 15,
2000. The Company is evaluating the accounting implications of SFAS No. 133
and has not determined its potential impact on the Company's results of
operations or its financial condition.
3. COMPREHENSIVE INCOME
Total comprehensive income was as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31
($ thousands) 2000 1999
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<S> <C> <C>
NET INCOME $ 15,034 $ 9,903
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OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising during the year 887 (1,167)
Less:
Reclassification adjustment for realized (losses) gains (374) 132
included in
Net Income
-------- --------
Other comprehensive income (loss) 513 (1,299)
-------- --------
COMPREHENSIVE INCOME $ 15,547 $ 8,604
-------- --------
</TABLE>
Other comprehensive income (loss) is reported net of taxes payable
(recoverable) of $289 and ($699) for the three months ended March 31, 2000
and 1999, respectively.
7
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Item 2. Management's Discussion And Analysis of Results of Operations And
Financial Condition
OVERVIEW
The Registrant, The Manufacturers Life Insurance Company of North America
("MNA"), (which includes two subsidiaries, The Manufacturers Life Insurance
Company of New York ("MNY") and Manufacturers Securities Services ("MSS"),
hereinafter with MNA referred to collectively as the "Company"), is a stock life
insurance company organized under the laws of Delaware in 1979.
The following analysis of the consolidated results of operations and financial
condition of the Company should be read in conjunction with the Consolidated
Financial Statements and the related Notes to Consolidated Financial Statements.
MNA is a wholly-owned subsidiary of Manulife-Wood Logan Holding Co.,
Inc. ("MWLH"). MWLH is an indirect wholly-owned subsidiary of The Manufacturers
Life Insurance Company ("MLI"); prior to June 1, 1999, MLI indirectly owned 85%
of MWLH, and minority shareholders associated with MWLH owned the remaining 15%
MLI is a wholly-owned subsidiary of Manulife Financial Corporation ("MFC"), a
publicly traded company, based in Toronto, Canada. MFC and its subsidiaries are
known collectively as "Manulife Financial."
Manulife Financial is a leading provider of financial protection products and
investment management services to individuals, families, businesses and groups
in selected international markets. Manulife Financial operates in 15 countries
and territories worldwide, with more than 28,000 employees and agents. Funds
under management by Manulife Financial were in excess of $112 billion (Cdn) as
of December 31, 1999 with a consolidated equity position of $6.5 billion (Cdn).
MNA is licensed to sell fixed and variable annuities, traditional life and
variable life insurance, and accident and health insurance in all states except
New Hampshire and New York. MNY is an insurance subsidiary licensed to sell
fixed and variable annuities, traditional, variable and universal life
insurance, and accident and health insurance in the State of New York only. MSS,
a majority-owned broker dealer, acts as investment adviser to the Manufacturers
Investment Trust ("MIT"), a no-load, open-end management investment company
organized as a Massachusetts business trust and is the principal underwriter of
the Company's variable annuity and life insurance contracts and is the exclusive
distributor of its insurance products in the State of New York.
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The Company, along with The Manufacturers Life Insurance Company, enjoys strong
financial ratings that enhance its ability to attract new sales and retain
assets. Distributors and consumers of variable and fixed annuity products
utilize the relative financial strength ratings as a criteria in choosing an
annuity carrier. The Company has received financial strength ratings of A++
(Superior) by A.M. Best, AA+ (Very Strong) by Standards and Poor's and Aa2
(Excellent) by Moody's Investor Services. The Company is rated AAA (Highest) by
Duff & Phelps in terms of its ability to meet contractual obligations to
policyholders.
The Company's operations are classified as either wealth management or
insurance. Through its wealth management operations, the Company offers wealth
management products and services in the form of individual and group annuities
as well as 401(k) pension products. Through its insurance operations, the
Company offers traditional, universal and variable life insurance products. The
Company's reportable operations have been determined based on differences in
product features and distribution, and are consistent with the Company's
management structure. The remainder of this discussion will focus solely on the
wealth management operations of the Company due to the limited assets and
revenues associated with the Company's insurance operations which are in a
developmental stage.
The Company's primary source of earnings from its wealth management operations
are from the sale of annuities and are comprised of fees assessed against
policyholder account balances held in the Company's separate accounts including:
mortality and expense risk charges, surrender charges, and an annual
administrative charge. In addition, the Company earns a spread between the
advisory fees charged to manage the separate account assets invested in MIT and
the subadvisory fees paid to external managers of those assets. A key factor in
the Company's profitability is sustained growth in the underlying assets through
market performance coupled with the ability to acquire and retain variable
annuity and life deposits. The Company began to sell pension products in 1998.
No significant revenues were generated from the sales of these products in
either 1999 or 2000.
FORWARD-LOOKING STATEMENTS
Certain information included herein is forward-looking with respect to the
Company, including its business operations and strategy and financial
performance and condition. These statements generally can be identified by the
use of forward-looking words such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe" or "continue" or the negative thereof or
similar variations. Although management believes that the expectations reflected
in such forward-looking statements are reasonable, such statements involve risks
and uncertainties and actual results may differ materially from those expressed
or implied by such forward-looking statements. Important factors that could
cause actual results to differ materially from the Company's expectations
include among other things, general economic and market factors, including
interest rates, business competition and changes in government regulations or in
tax laws.
REVIEW OF OPERATING RESULTS
The discussion that follows compares results for the three months ended March
31, 2000 to those for the three months ended March 31, 1999.
2000 Compared to 1999
The Company recorded net income of $15.0 million in 2000 versus net income of
$9.9 million in 1999, an increase of $5.1 million or 52%. Revenues grew by 37%
to $107.9 million due primarily to growth in fee income earned on additional
separate account assets and increased advisory profits associated with
additional assets in MIT. Separate account assets at March 31, 2000 compared to
March 31, 1999 were higher by $4.7 billion or 37%. The asset growth is
attributed to an increase in variable annuity sales and strong equity market
performance. Total sales during the first quarter of 2000 were $1.2 billion, an
9
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increase of 75% over the same quarter in 1999. Total fees, including advisory
fees, generated by separate accounts and policyholder liabilities increased by
$29.3 million or 39% in 2000.
The Company incurred total benefits and expenses in 2000 of $84.7 million, an
increase of $21.0 million, or 33% compared to 1999. The additional expenses
mainly reflect an increase in general operating expenses, additional
sub-advisory expenses associated with additional assets in MIT and higher
commission financing costs. General operating expenses related to the Company's
significant growth increased approximately $8 million in 2000. The Company paid
an additional $7.5 million of sub-advisory expenses during the first quarter of
2000. The increase is associated with higher separate account asset levels in
MIT, fueled by the addition of 5 new funds in May 1999. The Company's financing
costs consist of reinsurance fees and borrowing costs. Reinsurance fees
decreased from an expense of $1.1 million at March 31, 1999 to a recovery of
$0.5 million at March 31, 2000, which can be attributed to the termination of a
reinsurance treaty in 1999. Borrowing costs increased 47% from $3.6 million at
March 31, 1999 to $5.3 million at March 31, 2000. The commission financing loan
increased by approximately $118 million over March 31, 1999 levels due to higher
cash requirements associated with increased sales volumes in the later half of
1999 and Q1 2000.
FINANCIAL POSITION
2000 Compared to 1999
Total assets increased from $17.7 billion at December 31, 1999 to $19.1 billion
at March 31, 2000, an increase of $1.4 billion or 8%. Separate account assets
increased by 8% over the first quarter of 2000 and represent 91% of total assets
as the Company continues to focus on its variable option annuity products. The
Company continues to own high quality investment grade fixed maturity
investments to support its general account liabilities and shareholder's equity.
The Company's DAC asset grew by 12% as the Company experienced increased annuity
sales volumes during the first quarter of 2000. The Company deferred the related
costs, net of current amortization, associated with those sales.
Total liabilities have increased proportionately with the growth in the related
assets, primarily in the Company's separate accounts. During the first quarter
of 2000, the Company borrowed an additional $61.3 million from MLI to support
its sales volumes and related acquisition expenses.
10
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MARKET RISK
Market risk is the risk that the Company will incur losses due to adverse
changes in market rates and prices. The primary market risk exposure for the
Company is the impact of lower than expected equity market performance on its
asset-related fee revenue. The Company also has certain exposures to changes in
interest rates.
The Company earns asset based fees on the asset levels invested in the separate
accounts. As a result, the Company is subject to equity risk and the effect
changes in equity market levels will have on the amounts invested in the
separate accounts.
Interest rate risk is the risk that the Company will incur economic losses due
to adverse changes in interest rates. This risk arises from the issuance of
certain interest sensitive annuity products and the investing of those proceeds
in fixed rate investments. The Company manages its interest rate risk through an
asset/liability management program. The Company has established a target
portfolio mix which takes into account the risk attributes of the liabilities
supported by the assets, expectations of market performance, and a generally
conservative investment philosophy. Preservation of capital and maintenance of
income flows are key objectives of this program. In addition, the Company has
diversified its product portfolio offerings to include products that contain
features that will protect it against fluctuations in interest rates. Those
features include adjustable crediting rates, policy surrender charges, and
market value adjustments on liquidations.
Based on the Company's overall exposure to interest rate and equity price risks,
the Company believes that changes in market rates would not materially affect
the consolidated near-term financial position, results of operations or
cashflows of the Company as of March 31, 2000. Refer to the Company's Annual
Report on form 10-K for a more detailed discussion of market risks.
11
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PART II--OTHER INFORMATION
Item 1 - Legal Proceedings
No reportable events
Item 2 - Changes In Securities
(a) and (b) No reportable events
(c)
The Company currently sells Venture Group Annuity, a flexible premium payment
deferred variable unallocated group annuity, to retirement plans that qualify
for special tax treatment under Section 401(a) of the Internal Revenue Code.
Sales of these securities are not required to be registered under the Securities
Act of 1933 (Section 3(a)(2) of this Act). Manufacturers Securities Services,
LLC, a majority owned subsidiary of the Company is the principal underwriter of
the contracts and Manulife-Wood Logan Co., Inc., an affiliate of the Company, is
the promotional agent. There are no maximum or minimum purchase payments
required to establish a contract. The value of a contract will vary according to
the investment performance, charges and expenses of the subaccounts in which the
contract is invested. As of March 31, 2000, the total variable assets in the
Venture Group Annuity was $ 77,305,071.
Items 3 - Defaults Upon Senior Securities
No reportable events
Item 4 - Submission Of Matters To A Vote Of Security Holders
No reportable events
Item 5 - Other Information
No reportable events
Item 6A - Exhibits
(3) Exhibits (the Registrant is also referred to as the "Company")
Exhibit No. Description
- ----------- -----------
1(a) Underwriting Agreement between the Company and Manufacturers
Securities Services, LLC, formerly NASL Financial Services, Inc.
(Underwriter) -- Incorporated by reference to Exhibit (b)(3)(i) to
Form N-4, file number 33-76162, filed March 1, 1999.
1(b)i Promotional Agent Agreement between Manufacturers Securities
Services, LLC, formerly NASL Financial Services, Inc.
(Underwriter), the Company and Wood Logan Associates, Inc.
(Promotional Agent) -- Incorporated by reference to Post-Effective
Amendment No. 3 to Registration Statement on Form N-4, file number
33-76162, filed April 29, 1997 on behalf of The Manufacturers Life
Insurance Company of North America Separate Account A.
1(b)ii Amendment to Promotional Agent Agreement -- Incorporated by
reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4, file number 33-76162, filed February 25,
1988 on behalf of The Manufacturers Life Insurance Company of
North America Separate Account A.
2 Not Applicable
12
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3(i)(a) Certificate of Incorporation of the Company -- Incorporated by
reference to Form 10Q, file number 812-06037, filed November 14,
1997 on behalf of The Manufacturers Life Insurance Company of
North America.
3(i)(b) Certificate of Amendment of Certificate of Incorporation of the
Company, Name Change, July 1984 -- Incorporated by reference to
Form 10Q, file number 812-06037, filed November 14, 1997 on behalf
of The Manufacturers Life Insurance Company of North America.
3(i)(c) Certificate of Amendment of Certificate of Incorporation of the
Company, Authorization of Capital, December 1994 -- Incorporated
by reference to Form 10Q, file number 812-06037, filed
November 14, 1997 on behalf of The Manufacturers Life Insurance
Company of North America.
3(i)(d) Certificate of Amendment of Certificate of Incorporation of the
Company, Name Change, March 1997 -- Incorporated by reference to
Post-Effective Amendment No. 1 to Registration Statement on Form
S-1, file number 333-6011, filed October 9, 1997 on behalf of The
Manufacturers Life Insurance Company of North America.
3(i)(e) Certificate of Amendment of Certificate of Incorporation of the
Company, Registered Agent, July 1997 -- Incorporated by reference
to Form 10Q, file number 812-06037, filed November 14, 1997 on
behalf of The Manufacturers Life Insurance Company of North
America.
3(ii) Amended and Restated By-Laws of the Company -- Incorporated by
reference to Form 10Q, file number 812-06037, filed November 14,
1997 on behalf of The Manufacturers Life Insurance Company of
North America.
4(i) Form of Individual Single Payment Deferred Fixed Annuity
Non-Participating Contract -- Incorporated by reference to Exhibit
4 to Registration Statement on Form S-1, file number 33-6011,
filed June 14, 1996
4(ii) Form of Group Single Payment Deferred Fixed Annuity
Non-Participating Contract -- Incorporated by reference to Exhibit
4 to Registration Statement on Form S-1, file number 33-6011,
filed June 14, 1996
4(iii) Individual Retirement Annuity Endorsement -- Incorporated by
reference to Exhibit 4 to Registration Statement on Form S-1, file
number 33-6011, filed June 14, 1996
4(iv) ERISA Tax-Sheltered Annuity Endorsement -- Incorporated by
reference to Exhibit 4 to Registration Statement on Form S-1, file
number 33-6011, filed June 14, 1996
4(v) Tax-Sheltered Annuity Endorsement -- Incorporated by reference to
Exhibit 4 to Registration Statement on Form S-1, file number
33-6011, filed June 14, 1996
4(vi) Section 401 Plans Endorsement -- Incorporated by reference to
Exhibit 4 to Registration Statement on Form S-1, file number
33-6011, filed June 14, 1996
5 Opinion and Consent of James D. Gallagher, Esq. -- Incorporated by
reference to Exhibit 5 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1, file number 33-6011, filed
January 29, 1997
6 Not Applicable
7 Not Applicable
8 Not Applicable
9 Not Applicable
13
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10(i) Form of broker-dealer agreement between the Company, Manufacturers
Securities Services, LLC, formerly NASL Financial Services, Inc.
(underwriter), Wood Logan Associates, Inc. (Promotional Agent) and
broker-dealers -- Incorporated by reference to Exhibit (b)(3)(iii)
to pre-effective amendment no. 1 to Form N-4, file number 33-9960,
filed February 2, 1987 on behalf of the NASL Variable Account of
the Company, now known as The Manufacturers Life Insurance Company
of North America Separate Account A
(10)(ii) Reinsurance and Guaranteed Death Benefits Agreement between the
Company and Connecticut General Life Insurance Company --
Incorporated by reference to Exhibit (b)(7)(i) to Registration
Statement on Form N-4, file number 33-76162, filed March 1, 1996
(10)(iii) Reinsurance Agreement between the Company and PaineWebber Life
Insurance Company -- Incorporated by reference to Exhibit
(b)(7)(iii) to Registration Statement on Form N-4, file number
33-76162, filed March 1, 1996
(10)(iv) Coinsurance Agreement between the Company and Peoples Security
Life Insurance Company -- Incorporated by reference to Exhibits
(10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1, file number 33-6011, filed
January 29, 1997
(10)(v) Reinsurance and Accounts Receivable Agreements between the Company
and ITT Lyndon Life -- Incorporated by reference to Exhibits
(10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1, file number 33-6011, filed
January 29, 1997
(10)(vi) Automatic Modified-Coinsurance Reinsurance Agreement between the
Company and Transamerica Occidental Life Insurance Company --
Incorporated by reference to Exhibits (10)(iv) through (10)(viii)
to Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-1, file number 33-6011, filed January 29, 1997
(10)(vii) Automatic Yearly Renewable Term Reinsurance Agreement between the
Company and Transamerica Occidental Life Insurance Company --
Incorporated by reference to Exhibits (10)(iv) through (10)(viii)
to Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-1, file number 33-6011, filed January 29, 1997
(10)(viii) Amendment No. 1 to the Variable Annuity Guaranteed Death Benefit
Reinsurance Agreement between the Company and Connecticut General
Life Insurance Company -- Incorporated by reference to Exhibits
(10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1, file number 33-6011, filed
January 29, 1997
(10)(ix) Coinsurance Agreement between the Company and The Manufacturers
Life Insurance Company (USA) Incorporated by reference to Form
10K, file number 812-06037, filed March 31, 1998 on behalf of The
Manufacturers Life Insurance Company of North America
11 Not Applicable
12 Not Applicable
13 Not Applicable
14 Not Applicable
15 Not Applicable
16 Not Applicable
17 Not Applicable
14
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18 Not Applicable
19 Not Applicable
20 Not Applicable
21 The Company has the following wholly owned subsidiaries:
Manufacturers Securities Services, LLC and The Manufacturers Life
Insurance Company of New York
22 Not Applicable
23(i) Not Applicable
23(ii) Not Applicable
24 (i) Power of Attorney -- John D. Richardson, Director and Chairman of
the Company -- Incorporated by reference to Post-Effective
Amendment No. 3 to Registration Statement on Form N-4, file number
33-76162, filed April 29, 1997 on behalf of The Manufacturers Life
Insurance Company of North America Separate Account A.
24(ii) Power of Attorney -- David W. Libbey, Principal Financial Officer
of the Company -- Incorporated by reference to Form 10Q, file
number 812-06037, filed November 14, 1997 on behalf of The
Manufacturers Life Insurance Company of North America.
24(iii) Power of Attorney -- Peter Hutchison, Director of the Company --
Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4, file number 33-76162, filed
February 25, 1988 on behalf of The Manufacturers Life Insurance
Company of North America Separate Account A.
24(iv) Power of Attorney -- John D. DesPrez III -- Incorporated by
reference to Exhibit (14)(iv) to post-effective amendment no. 1 to
Form N-4, file number 333-38081 filed April 19, 1999.
25 Not Applicable
26 Not Applicable
27 Financial Data Schedule -- Filed herein.
28 Not Applicable
ITEM 6B -- REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter.
15
<PAGE> 16
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 MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Registrant)
By: /s/ DAVID W. LIBBEY
--------------------
David W. Libbey
Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: May 15, 2000
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <C>
27 Financial data schedule for quarter ended March 31, 2000
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 141,075
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 193,965
<CASH> 29,634
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 731,859
<TOTAL-ASSETS> 19,110,318
<POLICY-LOSSES> 139,769
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 17,353,095
<NOTES-PAYABLE> 372,350
0
0
<COMMON> 2,600
<OTHER-SE> 350,190
<TOTAL-LIABILITY-AND-EQUITY> 19,110,318
59
<INVESTMENT-INCOME> 3,446
<INVESTMENT-GAINS> (576)
<OTHER-INCOME> 105,014
<BENEFITS> 1,803
<UNDERWRITING-AMORTIZATION> 16,371
<UNDERWRITING-OTHER> 61,784
<INCOME-PRETAX> 23,205
<INCOME-TAX> 8,171
<INCOME-CONTINUING> 15,034
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,034
<EPS-BASIC> 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>
