<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
---------------------
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 September 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 September 30, 2000
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Part I Financial Information 3
Item 1 Consolidated Financial Statements 3
Consolidated Balance Sheets as at September 30, 2000 and December 31, 1999 3
Consolidated Statements of Income for the three months and nine months ended September 30, 2000 and 1999 4
Consolidated Statement of Changes in Shareholder's Equity as of September 30, 2000 5
Consolidated Statements of Cash Flows for the nine months ended September 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 9
Part II Other Information 12
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>
2
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As at As at
September 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 $150,362; 1999 $156,382) $ 148,956 $ 152,922
Short-term investments 40,878 41,311
Policy loans 9,371 7,049
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Total investments $ 199,205 $ 201,282
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Cash and cash equivalents $ 13,927 $ 27,790
Accrued investment income 2,678 2,630
Deferred acquisition costs 867,803 655,294
Other assets 25,287 19,341
Due from reinsurers 767,476 797,746
Separate account assets 17,931,668 16,022,215
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TOTAL ASSETS $ 19,808,044 $ 17,726,298
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LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
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LIABILITIES:
Policyholder liabilities and accruals $ 904,603 $ 937,510
Payable to affiliates 11,984 10,267
Notes payable to affiliates 398,550 311,100
Deferred income taxes 37,824 46,533
Other liabilities 55,047 61,430
Separate account liabilities 17,931,668 16,022,215
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TOTAL LIABILITIES $ 19,339,676 $ 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 260,102 207,102
Retained earnings 207,168 130,145
Accumulated other comprehensive loss (1,502) (2,604)
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TOTAL SHAREHOLDER'S EQUITY $ 468,368 $ 337,243
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Total Liabilities and Shareholder's Equity $ 19,808,044 $ 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 Nine Months Ended
September 30 September 30
($ thousands) 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES:
Fees from separate accounts and policyholder funds $ 73,600 $ 56,454 $ 208,337 $ 158,049
Advisory fees and other distribution revenues 44,513 31,874 124,252 88,317
Premiums 170 4 237 27
Net investment income 3,033 3,226 9,865 9,423
Net realized investment (losses) (358) (198) (1,418) (164)
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TOTAL REVENUE $ 120,958 $ 91,360 $ 341,273 $ 255,652
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BENEFITS AND EXPENSES:
Benefits to policyholders $ 2,099 $ 1,927 $ 5,809 $ 4,645
Amortization of deferred acquisition costs 14,916 20,071 62,072 44,703
Other insurance expenses 61,766 48,427 185,592 138,513
Financing costs 8,328 3,837 19,625 10,949
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TOTAL BENEFITS AND EXPENSES $ 87,109 $ 74,262 $ 273,098 $ 198,810
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INCOME BEFORE INCOME (BENEFITS) / TAXES $ 33,849 $ 17,098 $ 68,175 $ 56,842
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INCOME TAX (BENEFIT) / EXPENSE $ (20,991) $ 6,033 $ (8,848) $ 20,150
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NET INCOME $ 54,840 $ 11,065 $ 77,023 $ 36,692
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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 Comprehensive Shareholder's
($ thousands) Stock Paid-in Capital Retained Earnings (Loss) 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
Capital contribution by parent - 53,000 - - 53,000
Comprehensive income - - 77,023 1,102 78,125
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BALANCE, SEPTEMBER 30, 2000 $2,600 $260,102 $ 207,168 $(1,502) $ 468,368
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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>
Nine Months Ended
September 30
($ thousands) 2000 1999
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Operating Activities:
<S> <C> <C>
Net income $ 77,023 $ 36,692
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of bond discount and premium 103 586
Benefits to policyholders 5,809 4,645
Provision for deferred income tax (9,301) 15,386
Net realized investment losses 1,418 164
Amortization of deferred acquisition costs 62,072 44,703
Acquisition costs deferred (274,901) (166,185)
Changes in miscellaneous assets and liabilities:
Accrued investment income (48) (5,396)
Other assets (5,946) (3,870)
Payable to affiliates 1,717 23,036
Other liabilities (6,383) (6,892)
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CASH USED IN OPERATING ACTIVITIES $ (148,437) $ (57,131)
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INVESTING ACTIVITIES:
Fixed-maturity securities sold, matured or repaid 88,048 83,371
Fixed-maturity securities purchased $ (83,535) $ (88,588)
Net change in short-term investments 379 4,506
Net change in policy loans (2,322) (583)
Net change in receivable for undelivered securities - (175)
Net change in payable for undelivered securities - 11,407
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CASH PROVIDED BY INVESTING ACTIVITIES $ 2,570 $ 9,938
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FINANCING ACTIVITIES:
Net reinsurance consideration $ 30,270 $ (129,238)
Deposits to policyholder funds 41,600 35,341
Return of policyholder funds (80,316) 117,101
Increase in notes payable to affiliates 87,450 40,981
Capital contribution by parent 53,000 -
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CASH PROVIDED BY FINANCING ACTIVITIES $ 132,004 $ 64,185
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(Decrease) increase in cash and cash equivalents during the period $ (13,863) $16,992
Cash and cash equivalents at beginning of year 27,790 10,320
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BALANCE, END OF PERIOD $ 13,927 $ 27,312
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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
SEPTEMBER 30, 2000
(UNAUDITED)
1. ORGANIZATION
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."
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 is a majority-owned broker
dealer which acts as investment adviser to the Manufacturers Investment
Trust ("MIT"), a no-load, open-end management investment company
organized as a Massachusetts business trust. MSS 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.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the
Company have been prepared in accordance with accounting principles
generally accepted in the United States ("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 nine months ended
September 30, 2000 are not necessarily indicative of the results that
may be expected for the full year ending December 31, 2000.
3. 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. The Statement also addresses contracts that contain
embedded derivatives, such as certain insurance contracts. SFAS No. 133
requires that an entity recognizes all derivatives as either assets or
liabilities on the balance sheet at fair value. In July 1999, the FASB
issued
7
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3. RECENT ACCOUNTING STANDARDS (CONTINUED)
Statement 137, which delayed the effective date of SFAS No. 133 to
fiscal years beginning after June 15, 2000. In June 2000, the FASB
issued SFAS No. 138, which made certain changes to the hedging
provisions of SFAS No. 133, and is effective concurrent with SFAS No.
133.
The Company has evaluated the accounting implications of SFAS No. 133
and determined that there is a potential embedded derivative in a
product which has ultimately been reinsured. Due to the reinsurance
transaction, there will be no income statement impact, although the
product will be recorded at fair value on the balance sheet.
4. COMPREHENSIVE INCOME
Total comprehensive income was as follows:
<TABLE>
<CAPTION>
Three Months Ended NINE MONTHS ENDED
September 30 SEPTEMBER 30
<C> <C> <C> <C> <C>
COMPREHENSIVE INCOME:
($ thousands) 2000 1999 2000 1999
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Net income $ 54,840 $ 11,065 $ 77,023 $ 36,692
---------------------------------------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding losses arising during the year
2,369 (581) 2,024 (3,066)
Less:
Reclassification adjustment for realized (gains)
losses included in net income
(233) 129 (922) 107
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Other comprehensive (income) loss 2,136 (452) 1,102 (2,959)
---------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME $ 56,976 $ 10,613 $ 78,125 $ 33,733
---------------------------------------------------------------------------------------------------------------
</TABLE>
Other comprehensive loss is reported net of taxes (payable) recoverable
of ($1,150) and $243 for the three months and $(593) and $1,594 for the
nine months ended September 30, 2000 and 1999, respectively.
5. SEGMENTED INFORMATION
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 insurance operations are considered by management to be
in a developmental stage and thus not material.
6. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
current year presentation.
8
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Item 2. Management's Discussion And Analysis of Results of Operations And
Financial Condition
OVERVIEW
The Manufacturers Life Insurance Company of North America (hereinafter referred
to as "MNA" or the "Company") reported net income of $54.8 million for the third
quarter ended September 30, 2000, a substantial increase over the 1999 figure of
$11.1 million. The main contributor to the increase is a $33.1 million reduction
in tax expense resulting from a new IRS technical memorandum that clarified the
dividends received deduction associated with fees earned from the separate
account operations. For the nine months ended September 30, 2000, net income was
$77.0 million, up from $36.7 million in 1999.
REVIEW OF OPERATING RESULTS
The Company has two segments, wealth management and insurance. The insurance
operations are considered by management to be in a developmental stage. The
following analysis of the consolidated results of operations and financial
condition of MNA should be read in conjunction with the Consolidated Financial
Statements and the related Notes to Consolidated Financial Statements for the
quarter ended September 30, 2000. The discussion will focus solely on the wealth
management operations of the Company due to the limited assets and revenues
associated with the insurance operations.
The Company's primary source of earnings in 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. Such fees
include 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 the
Manufacturers Investment Trust, a no-load, open-end management investment
company, and the sub-advisory 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
new variable annuity and life deposits. The Company began to sell pension
products in 1998. No significant revenues were generated from the sales of such
products in either 1999 or 2000.
Revenues
Total revenues for the quarter increased by 32% to $121.0 million, up from $91.4
million in 1999. Fees associated with the management of the separate accounts
and policyholder general accounts increased by 30% to $73.6 million from $56.5
million in 1999. Likewise, investment management advisory fees associated with
separate accounts have increased by 39% to $44.5 million from $31.9 million in
1999. The underlying factor for both increases is a larger asset base against
which such fees are calculated. A combination of net new deposits in the
variable annuity business together with a strong equity market performance has
resulted in a 31% or $4.2 billion increase in separate account assets as at
September 30, 2000 compared to $13.7 billion as at September 30, 1999.
For the nine months ended September 30, 2000, total revenues increased by 33% to
$341.3 million as compared to $255.7 million in 1999. Total fees, including fees
associated with the management of the separate accounts and policyholder general
account, and advisory fees, have increased by 35% to $332.6 million for the
first three quarters of 2000 when compared to $246.4 million in 1999. This is
the result of an increase in the asset base against which such fees are
calculated. Net new deposits in variable annuity business and favorable equity
market performance contributed to the growth of 31% or $4.2 billion in separate
account assets as at September 30, 2000, up from $13.7 billion as at September
30, 1999.
9
<PAGE> 10
Benefits and Expenses
Total benefits and expenses for the quarter increased by $12.8 million to $87.1
million compared to $74.3 million in 1999. The increase in expenses for the
quarter was mainly attributed to growth in the business, which has resulted in
an $5.8 million increase in selling, administration, and operating expenses as
well as a $4.5 million increase in commission financing costs. Investment
management sub-advisory fees increased by $7.7 million due to growth in the
business as well as favorable asset performance of the underlying separate
accounts. Deferred Acquisition Costs ("DAC") amortization decreased by $5.2
million due primarily to lower expected future maintenance expenses. Also
contributing to the lower DAC amortization was improved investment performance
of the Company's Separate Account Assets.
For the nine months ended September 30, 2000, total benefits and expenses
increased by $74.3 million to $273.1 million as compared to $198.8 million in
1999. The driving factors were an increase in selling, administration, and
operating expenses, an increase in financing costs, and an increase in the
amount of sub-advisory fees incurred.
Financial Position
Total assets increased by 12% to $19.8 billion as at September 30, 2000 from
$17.7 billion as at December 31, 1999. Separate account assets account for
roughly 91% of total assets and increased by 12% to $17.9 billion as at
September 30, 2000 from $16.0 billion as at December 31, 1999. The increase is
attributable to growth in the variable annuity deposits as well as market
appreciation of the underlying assets. DAC increased by 32% to $867.8 million as
at September 30, 2000 from $655.3 million as at December 31, 1999. This resulted
from higher deferred costs, net of current amortization, associated with the new
variable annuity deposits for the nine months then ended.
Total liabilities have increased proportionately with the growth in the related
assets. Separate account liabilities account for roughly 93% of total
liabilities and increased by 12% to $17.9 billion as at September 30, 2000 from
$16.0 billion as at December 31, 1999. The increase is consistent with that
pertaining to the separate account assets. Notes payable to affiliates increased
by $87.5 million to $398.6 million as at September 30, 2000 as compared to
$311.1 million as at December 31, 1999. The increase resulted from the Company's
higher sales volumes and related acquisition expenses.
Included in total shareholder's equity is an increase in additional paid-in
capital of $53.0 million to $260.1 million as at September 30, 2000 from $207.1
million as at December 31, 1999.
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-
10
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liability management program and 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. 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.
Based on the Company's overall exposure to equity price and interest rate 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 September 30, 2000. Refer to the Company's Annual
Report on form 10-K for a more detailed discussion of market risks.
RATINGS
Financial strength is a key factor in generating new business, maintaining and
expanding distribution relationships, and providing a base for expansion,
acquisitions, and growth. The Company is part of a group of companies
collectively known as "Manulife Financial". Manulife Financial is a leading
Canadian-based financial services company operating in 15 countries and
territories worldwide. Through its 28,000 employees and agents, together with a
network of distribution partners, Manulife Financial offers clients a diverse
range of financial protection products and wealth management services. Funds
under management by Manulife Financial were in excess of $126.2 billion (Cdn) as
of September 30, 2000 with a consolidated equity position of $6.9 billion (Cdn).
Along with its ultimate parent, Manulife Financial Corporation, the Company
enjoys the following financial strength and claims paying ratings that are among
the strongest in the life insurance industry.
A.M. Best A++ (1st of 16 categories)
Fitch AAA (1st of 22 categories)
Standard & Poor's AA+ (2nd of 21 categories)
Moody's Investor Services Aa2 (3rd of 21 categories)
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.
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 September 30, 2000, the total variable assets in the
Venture Group Annuity was $ 44,711,542.
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: November 13, 2000
<PAGE> 17
EXHIBIT INDEX
Exhibit No. Description
27 Financial data schedule for quarter ended September 30, 2000
