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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 June 30, 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 mark 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 June 30, 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 June 30, 2000
Table of Contents
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<TABLE>
<CAPTION>
Page
<S> <C>
Part I Financial Information 3
Item 1. Consolidated Financial Statements 3
Consolidated Balance Sheets as at June 30, 2000 and December 31, 1999 3
Consolidated Statements of Income for the three months and six months ended June 30, 2000 and 1999 4
Consolidated Statement of Changes in Shareholder's Equity as of June 30, 2000 5
Consolidated Statements of Cash Flows for the six months ended June 30, 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
JUNE 30 DECEMBER 31
ASSETS ($ thousands) 2000 1999
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(UNAUDITED)
<S> <C> <C>
INVESTMENTS
Fixed maturity securities available-for-sale, at fair value
(amortized cost: 2000 $135,373; 1999 $156,382) $ 131,908 $ 152,922
Short-term investments 52,221 41,311
Policy loans 8,563 7,049
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TOTAL INVESTMENTS $ 192,692 $ 201,282
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Cash and cash equivalents $ 20,767 $ 27,790
Accrued investment income 2,137 2,630
Deferred acquisition costs 788,499 655,294
Other assets 23,608 19,341
Due from reinsurers 771,750 797,746
Separate account assets 17,324,315 16,022,215
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TOTAL ASSETS $ 19,123,768 $ 17,726,298
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LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
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LIABILITIES:
Policyholder liabilities and accruals $ 138,646 $ 139,764
Payable to affiliates 6,301 10,267
Notes payable to affiliates 409,350 311,100
Payable for undelivered securities 1,858 -
Deferred income taxes 58,399 46,533
Other liabilities 46,414 50,577
Due to reinsurers 780,093 808,599
Separate account liabilities 17,324,315 16,022,215
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TOTAL LIABILITIES $ 18,765,376 $ 17,389,055
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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 152,328 130,145
Accumulated other comprehensive loss (3,638) (2,604)
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Total shareholder's equity $ 358,392 $ 337,243
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 19,123,768 $ 17,726,298
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</TABLE>
See accompanying notes.
3
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
($ thousands) 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES:
Fees from separate accounts and policyholder funds $ 68,788 $ 52,584 $ 134,737 $ 101,595
Advisory fees and other distribution revenues 40,674 29,693 79,739 56,443
Premiums 8 14 67 23
Net investment income 3,386 3,150 6,832 6,197
Net realized investment gains (losses) (484) (169) (1,060) 34
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TOTAL REVENUE $112,372 $ 85,272 $ 220,315 $ 164,292
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BENEFITS AND EXPENSES:
Benefits to policyholders $ 1,907 $ 1,385 $ 3,710 $ 2,718
Amortization of deferred acquisition costs 30,785 9,254 47,156 24,632
Other insurance expenses 62,042 47,727 123,826 90,086
Financing costs 6,517 2,464 11,297 7,112
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TOTAL BENEFITS AND EXPENSES $101,251 $ 60,830 $ 185,989 $ 124,548
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INCOME BEFORE INCOME TAXES $ 11,121 $ 24,442 $ 34,326 $ 39,744
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INCOME TAX EXPENSE $ 3,972 $ 8,718 $ 12,143 $ 14,117
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NET INCOME $ 7,149 $ 15,724 $ 22,183 $ 25,627
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</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 EQUITY
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<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) - - 22,183 (1,034) 21,149
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BALANCE, JUNE 30, 2000 $2,600 $207,102 $152,328 $(3,638) $ 358,392
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</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>
SIX MONTHS ENDED
JUNE 30
($ thousands) 2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 22,183 $ 25,627
Adjustments to reconcile net income to net income to net cash used in operating
activities:
Amortization of bond discount and premium 143 416
Benefits to policyholders 3,710 2,718
Provision for deferred income tax 12,423 7,710
Net realized investment losses (gains) 1,060 (34)
Amortization of deferred acquisition costs 47,156 24,632
Acquisition costs deferred (181,878) (100,512)
Changes in assets and liabilities:
Accrued investment income 493 (542)
Other assets (4,267) (365)
Payable to affiliates (3,966) 10,491
Other liabilities (4,163) (481)
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Net cash used in operating activities $ (107,106) $ (30,340)
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INVESTING ACTIVITIES:
Fixed-maturity securities sold, matured or repaid 68,075 64,433
Fixed-maturity securities purchased $ (48,269) $ (67,723)
Net change in short-term investments (10,979) (11,578)
Net change in policy loans (1,514) (275)
Net change in receivable for undelivered securities - (11,643)
Net change in payable for undelivered securities 1,858 14,208
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Net cash provided by/(used in) investing activities $ 9,171 $ (12,578)
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FINANCING ACTIVITIES:
Net reinsurance consideration $ (2,510) $ 76
Deposits to policyholder funds 25,056 26,246
Return of policyholder funds (29,884) (6,756)
Increase in notes payable to affiliates 98,250 22,281
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Net cash provided by financing activities $ 90,912 $ 41,847
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Decrease in cash and cash equivalents during the period $ (7,023) $ (1,071)
Cash and cash equivalents at beginning of year 27,790 10,320
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BALANCE, END OF PERIOD $ 20,767 $ 9,249
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</TABLE>
See accompanying notes.
6
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 six months ended June 30, 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>
THREE MONTHS ENDED SIX MONTHS ENDED
COMPREHENSIVE INCOME: JUNE 30 JUNE 30
($ thousands) 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET INCOME $ 7,149 $ 15,724 $ 22,183 $ 25,627
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OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising
during the year (1,232) (1,318) (2,485)
(345)
Less:
Reclassification adjustment for realized
(gains) losses included in net income (315) 110 (689) (22)
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Other comprehensive income (loss) (1,547) (1,208) (1,034) (2,507)
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COMPREHENSIVE INCOME $ 5,602 $ 14,516 $ 21,149 $ 23,120
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</TABLE>
Other comprehensive income (loss) is reported net of taxes payable
(recoverable) of $(833) and $(650) for the three months and $(557) and
$(1,350) for the six months ended June 30, 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 following analysis of the consolidated results of operations and financial
condition of The Manufacturers Life Insurance Company of North America
(hereinafter referred to as "MNA" or the "Company") should be read in
conjunction with the Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements.
CORPORATE STRUCTURE AND OVERVIEW
The Company 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 surplus 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. MNA has two subsidiaries, The Manufacturers Life
Insurance Company of New York ("MNY") and Manufacturers Securities Services, LLC
("MSS"). 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
Fitch 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 such as 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 June 30,
2000 to those for the three months ended June 30, 1999.
2000 Compared to 1999
The Company recorded net income of $7.1 million in 2000 versus net income of
$15.7 million in 1999, a decrease of $8.6 million or 55%. Revenues grew by 32%
to $112.4 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 June 30, 2000 compared to
June 30, 1999 were higher by $3.4 billion or 25%. The asset growth is attributed
to an increase in variable annuity sales and strong equity market performance in
late 1999 and the first quarter of 2000. Total sales during the second quarter
9
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of 2000 were $1.1 billion, an increase of 36% over the same quarter in 1999.
Total fees, including advisory fees and fees generated by separate accounts and
policyholder funds increased by $27.2 million or 33% in 2000.
The Company incurred total benefits and expenses in 2000 of $101.3 million, an
increase of $40.5 million, or 67% compared to 1999. The additional expenses
mainly reflect an increase in Deferred Acquisition Cost (DAC) amortization,
selling, administrative and operating expenses, additional sub-advisory expenses
associated with additional assets in MIT and higher commission financing costs.
The amortization of DAC increased by $21.5 million during the second quarter of
2000, due to a higher DAC balance and poor overall equity market performance
related to the Company's separate account assets. Due to poor fund performance
in Q2 2000, there was additional DAC amortization for the quarter as compared to
favorable investment growth for Q2 1999, which caused a slower amortization of
DAC for that reporting period. Selling, administrative and operating expenses
increased approximately $8.0 million in 2000 due to the Company's significant
growth. The Company paid an additional $6.4 million of sub-advisory expenses
during the second quarter of 2000 due to higher separate account asset levels in
MIT, fueled by the addition of 8 new funds in May 2000. The Company's financing
costs consist of reinsurance fees and borrowing costs. Reinsurance costs
increased from a recovery of $1.2 million at June 30, 1999 to a recovery of $0.1
million at June 30, 2000. Borrowing costs increased 83% from $3.6 million at
June 30, 1999 to $6.6 million at June 30, 2000. The commission financing loan
increased by approximately $146.0 million over June 30, 1999 levels due to
higher cash requirements associated with increased sales volumes at Q2 2000 and
the second half of 1999.
The discussion that follows compares results for the six months ended June 30,
2000 to those for the six months ended June 30, 1999.
2000 Compared to 1999
The Company recorded net income of $22.2 million in 2000 versus net income of
$25.6 million in 1999, a decrease of $3.4 million or 13%. Revenues grew by 34%
to $220.3 million due primarily to growth in fee income earned on additional
separate account assets and increased advisory profits associated with
additional assets in MIT. Total sales during the first half of 2000 were $2.3
billion, an increase of 53% over the same period in 1999. Total fees, including
advisory fees, and fees generated by separate accounts and policyholder funds
increased by $56.4 million or 36% in 2000.
The Company incurred total benefits and expenses in 2000 of $186.0 million, an
increase of $61.5 million, or 49% compared to 1999. The additional expenses
mainly reflect an increase in DAC amortization, selling, administrative and
operating expenses, additional sub-advisory expenses associated with additional
assets in MIT and higher commission financing costs. The amortization of DAC
increased by $22.5 million through the second quarter of 2000 compared to the
same period for 1999. The increase can be attributed to a higher DAC balance and
poor overall equity market performance related to the Company's separate account
assets. Due to poor fund performance through the second quarter of 2000, there
was additional DAC amortization for the period, as compared to favorable
investment growth for the same period in 1999, which caused a slower
amortization of DAC for that reporting period. Selling, administrative and
operating expenses increased approximately $19.0 million in 2000 due to the
Company's significant growth. The Company paid an additional $13.9 million of
sub-advisory expenses during the first half of 2000 due to higher separate
account asset levels in MIT, fueled by the addition of 13 new funds in the
fourth quarter of 1999 and first half of 2000. The Company's financing costs
consist of reinsurance costs and borrowing costs. Reinsurance costs decreased
from a recovery of $0.1 million at June 30, 1999 to a recovery of $0.6 million
at June 30, 2000. Borrowing costs increased 65% from $7.2 million at June 30,
1999 to $11.9 million at June 30, 2000. The commission financing loan increased
by approximately $146.0 million over June 30, 1999 levels due to
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higher cash requirements associated with increased sales volumes over the last
four quarters.
FINANCIAL POSITION
2000 Compared to 1999
Total assets increased from $17.7 billion at December 31, 1999 to $19.1 billion
at June 30, 2000, an increase of $1.4 billion or 8%. Separate account assets
increased by 8% over the first half 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 20% as the Company experienced increased annuity
sales volumes during the first half 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 half of
2000, the Company borrowed an additional $98.3 million from MLI to support its
sales volumes and related acquisition expenses.
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 June 30, 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 June 30, 2000, the total variable assets in the
Venture Group Annuity was $53,047,111.
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
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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
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8(ii) Amendment to Remote Service Agreement dated March 1999
between Manufacturers Life Insurance Company of North
America and CSC Continuum Inc. -- Incorporated by reference
to Post Effective Amendment No. 9 to the Registration
Statement on Form N-4, file number 33-76162, filed April 27,
2000
9 Not Applicable
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
14
<PAGE> 15
15 Not Applicable
16 Not Applicable
17 Not Applicable
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: August 11, 2000
<PAGE> 17
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27 Financial data schedule for quarter ended June 30, 2000
