GUARDIAN REAL ESTATE ACCT OF GUARDIAN INS & ANN COMPANY INC
10-Q, 1997-08-14
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                       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 Quarter Year Ended                          Commission File Nos.
      June 30, 1997                                  33-22548, 33-33686
- ---------------------------                         --------------------

                        THE GUARDIAN REAL ESTATE ACCOUNT
                                       OF
                 THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
                 ----------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Delaware                                             13-2656036
- --------------------------------                           --------------------
   (State of incorporation)                                   (IRS Employer
                                                            Identification No.)

                 201 Park Avenue South, New York, New York 10003
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (212) 598-8000
                         -------------------------------
                         (Registrant's Telephone Number)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X|  NO |_| .
<PAGE>

                        THE GUARDIAN REAL ESTATE ACCOUNT
                                       OF
                 THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
                                  (Registrant)

                                    INDEX TO
                               REPORT ON FORM 10-Q
                               -------------------

PART I - Financial Information                                             Page
- -------------------------------                                            ----

Item 1.  Financial Statements

         Statements of Assets and Liabilities as of June 30, 1997
           (Unaudited) and December 31, 1996 (Audited) ..................    3 

         Statements of Operations for the six months ended
           June 30, 1997, 1996 and 1995 (Unaudited) .....................    4

         Statement of Changes in Net Assets for the
           six months ended June 30, 1997 (Unaudited)
           and for the years ended December 31, 1996
           and 1995 (Audited) ...........................................    5

         Notes to Financial Statements (Unaudited) ......................    6

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations ........................   12

PART II - Other Information
- - ---------------------------

Item 1.  Legal Proceedings ..............................................   14

Item 2.  Changes in Securities ..........................................   14

Item 3.  Defaults Upon Senior Securities ................................   14

Item 4.  Submission of Matter to a Vote
           of Security Holders ..........................................   14

Item 5.  Other Information ..............................................   14

Item 6.  Exhibits and Reports on Form 8-K ...............................   14


                                       -2-
<PAGE>

                        THE GUARDIAN REAL ESTATE ACCOUNT
                OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                       STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                                                                     June 30,            December 31,  
                                                                                      1997                   1996
ASSETS:                                                                            (Unaudited)             (Audited)
                                                                                   -----------           ------------
<S>                                                                               <C>                    <C>        
  Investment Properties at Fair Value                                             
  (Original cost: $22,153,110 and $22,240,600, respectively)                      $ 5,200,000            $10,950,000
  Long-Term Investments at Fair Value                                             
  (Original cost: $2,459,161)                                                       2,385,810              2,401,432
  Cash                                                                                  4,752                  4,511
  Short-Term Investments                                                            8,869,000              1,433,000
  Other Receivables                                                                   107,140                 79,121
                                                                                  -----------            -----------
    TOTAL ASSETS                                                                  $16,566,702            $14,868,064
                                                                                  ===========            ===========
                                                                                  
LIABILITIES:                                                                      
  Accrued Management Advisory Fees                                                $    27,814            $    39,925
  Accrued Expenses                                                                     34,648                 65,812
  Unearned Rent                                                                          --                     --  
  Annuitant Mortality Fluctuation Fund                                                 93,670                 89,826
  Other Liabilities                                                                   155,455                 92,678
                                                                                  -----------            -----------
    TOTAL LIABILITIES                                                                 311,587                288,241
                                                                                  -----------            -----------
                                                                                  
NET ASSETS REPRESENTING                                                           
CONTRACTOWNERS' EQUITY:                                                           
  Value Guard                                                                       3,740,525              3,631,542
  Guardian Investor                                                                 5,266,495              4,621,039
  ValuePlus                                                                           586,322                523,903
  Guardian Insurance & Annuity Co., Inc.                                            6,661,773              5,803,339
                                                                                  -----------            -----------
    TOTAL NET ASSETS                                                               16,255,115             14,579,823
                                                                                  -----------            -----------
    TOTAL LIABILITIES AND NET ASSETS                                              $16,566,702            $14,868,064
                                                                                  ===========            ===========
                                                                                  
Number of Units Outstanding:                                                      
Variable Annuity Contractowners                                                   
  Value Guard                                                                         349,578                387,874
  Guardian Investor                                                                   546,180                546,896
ValuePlus Contractowners                                                               52,846                 54,070
The Guardian Insurance & Annuity Co., Inc.                                            568,614                568,614
                                                                                  
Unit Value:                                                                       
Variable Annuity Contractowners                                                   
  Value Guard                                                                        $10.6380               $ 9.3127
  Guardian Investor                                                                  $ 9.5762               $ 8.3904
ValuePlus Contractowners                                                             $10.0948               $ 9.6894
The Guardian Insurance & Annuity Co., Inc.                                           $11.7157               $10.2062
</TABLE>                                                       

                     See Notes to the Financial Statements


                                      -3-
<PAGE>

                        THE GUARDIAN REAL ESTATE ACCOUNT
               OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                            STATEMENT OF OPERATIONS

      For the Six Months Ended June 30, 1997, 1996, and 1995 (Unaudited)

<TABLE>
<CAPTION>
                                                        1997                    1996                  1995     
                                                        ----                    ----                  ----     
<S>                                                  <C>                     <C>                   <C>         
Investment Income:                                              
  Rental                                             $   783,303             $ 1,068,277           $ 1,055,485 
  Interest                                               203,556                 106,987               107,147 
  Other Income                                              --                      --                    --   
                                                     -----------             -----------           ----------- 
    Total Income                                         986,859               1,175,264             1,162,632 
                                                     -----------             -----------           ----------- 
                                                                
Expenses:                                                       
  Real Estate Operating Expenses                         209,473                 322,765               294,460 
  Real Estate Taxes                                       71,214                 136,723               132,745 
  Management Advisory Fees                                43,800                  63,183                69,365 
  Repairs and Maintenance                                 33,929                  32,825                43,926 
  Administrative Expenses                                 78,199                  50,940                59,171 
                                                     -----------             -----------           ----------- 
    Total Expenses                                       436,615                 606,436               599,667 
                                                     -----------             -----------           ----------- 
                                                                
Net Investment Income Before Realized Gains                     
  And Net Unrealized (Depreciation)/Appreciation     $   550,244             $   568,828           $   562,965 
                                                                
Realized Gains/(Losses)                               (9,783,622)                     --                    --   
Net Unrealized (Depreciation)/Appreciation in                   
  Value of Investments                                11,338,060                (164,536)              403,264 
                                                     -----------             -----------           ----------- 
                                                                
Net (Decrease)/Increase in Net Assets                           
  Resulting from Operations                          $ 2,104,682             $   404,292           $   966,229 
                                                     ===========             ===========           =========== 
</TABLE>


                                      -4-
<PAGE>

                        THE GUARDIAN REAL ESTATE ACCOUNT
                OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                       STATEMENT OF CHANGES IN NET ASSETS

           For the Six Months Ended June 30, 1997 (Unaudited) and the
                Years Ended December 31, 1996, and 1995 (Audited)

<TABLE>
<CAPTION>
                                                          Contractowners                         The Guardian Insurance
                                  ------------------------------------------------------------             &
                                    Value Guard II       Guardian Investor        ValuePlus      Annuity Company, Inc.
                                  ------------------------------------------------------------   ----------------------
                                  Units      Amount      Units      Amount     Units    Amount     Units      Amount       Total
                                  -----      ------      -----      ------     -----    ------     -----      ------       -----
<S>                              <C>       <C>          <C>       <C>          <C>     <C>        <C>       <C>         <C>
Balance-- January 31, 1995 ....  542,296    4,623,454   624,615    4,812,744   49,518   433,899   568,614    5,195,851   15,065,948
                                                                              
Equity contributed/(withdrawn)                                                
  during 1995 .................  (77,960)    (695,241)  (36,141)    (275,581)   2,609    24,940        --           --     (945,882)
Net (Decrease)/Increase in                                                    
  Net Assets ..................       --       93,258        --       69,138       --     6,373        --      122,602      291,371
                                --------   ----------   -------   ----------   ------  --------   -------   ----------  -----------
                                                                              
Balance -- December 31,1995 ...  464,336   $4,021,471   588,474   $4,606,301   52,127  $465,212   568,614   $5,318,453  $14,411,437

Equity contributed/(withdrawn)                                                
  during 1996 ................. (76,462)     (673,906)  (41,578)    (331,674)   1,943    18,977        --           --     (986,603)
Net (Decrease)/Increase in                                                    
  Net Assets ..................       --      283,977        --      346,412       --    39,714        --      484,886    1,154,989
                                --------   ----------   -------   ----------   ------  --------   -------   ----------  -----------
Balance -- December 31, 1996 ..  387,874   $3,631,542   546,896   $4,621,039   54,070  $523,903   568,614   $5,803,339  $14,579,823
                                                                              
Equity contributed/(withdrawn)                                                
  during 1997 .................  (38,296)    (387,684)     (716)     (28,093)  (1,224)  (14,273)       --           --     (430,050)
Net (Decrease)/Increase in                                                    
  Net Assets ..................       --      496,667       --       673,549      --     76,692        --      858,434    2,105,342
                                --------   ----------   -------   ----------   ------  --------   -------   ----------  -----------
Balance -- June 30, 1997 ......  349,578   $3,740,525   546,180   $5,266,495   52,846  $586,322   568,614   $6,661,773  $16,255,115
                                 =======   ==========   =======   ==========   ======  ========   =======   ==========  ===========
</TABLE>

                      See Notes to the Financial Statements


                                       -5-
<PAGE>

                        THE GUARDIAN REAL ESTATE ACCOUNT
                                       OF
                 THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1997
                                   (Unaudited)

Note 1 - Organization

Organization

     The Guardian Real Estate Account (the "Account") of The Guardian Insurance
& Annuity Company, Inc. (GIAC) was established in 1987 under Delaware Insurance
Law as an insurance company separate account. Participating interests in the
Account are registered under the Securities Act of 1933 and were offered by GIAC
as an investment option under certain variable life insurance policies and
variable deferred annuity contracts (the "Contracts"). GIAC is a wholly owned
subsidiary of The Guardian Life Insurance Company of America ("The Guardian").

     The obligations to Contractowners and beneficiaries arising under the
Contracts are general corporate obligations of GIAC. GIAC is the legal owner of
the assets in the Account. GIAC will at all times, however, maintain assets in
the Account with a total market value at least equal to the amounts credited
under each Contract which participates in the Account. These assets may not be
charged with liabilities which arise from any other business conducted by GIAC.

      At June 30, 1997 GIAC's net contribution totaled $6.7 million and GIAC
maintained 41% ownership of the Account.

      On February 27, 1997, the Board of Directors of GIAC voted to cease
offering the Account as an investment option under GIAC's Contracts, effective
immediately. The GIAC Board of Directors also voted to liquidate the Account on
or before December 31, 1997. See Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A").

      As of June 30, 1997 the Account owned one real estate property. The
property is an office/distribution facility located in Kennesaw, Georgia which
was acquired on October 1, 1991 for $5,134,068, including acquisition fees.


                                       -6-
<PAGE>

Note 2 - Summary of Significant Accounting Policies

Real Estate Investment Properties

     Investments in real estate are stated at estimated fair value; accordingly
the Account does not record depreciation. Real estate assets owned by the
Account are initially valued at their respective purchase prices. Thereafter,
the values will ordinarily be based upon appraisal reports on the real estate-
related assets prepared by independent real estate appraisers. Independent
appraisals are typically performed on at least an annual basis. The Account
reserves the right, however, to prepare the annual appraisals internally. The
property valuations are also reviewed internally at least every three months and
adjusted if it is determined that there has been a change in the value of one or
more of the properties since the last valuation.

     The purpose of an appraisal is to estimate the fair value of a property as
of a specific date. Fair value is defined as the most probable price for which
the appraised property will sell in a competitive market under all conditions
requisite to fair sale, with the buyer and seller each acting prudently,
knowledgeably, and for self interest, and assuming that neither is under undue
duress. This estimation of fair value through the appraisal process inherently
requires the exercise of subjective judgements. Capital improvements are
recognized only to the extent that the valuation process acknowledges a
corresponding increase in fair value.

Short-term Investments

     The short-term investments held by the Account will consist of the types
and quality of investments authorized for purchase by the Account. These
instruments include: U.S. Government securities; securities issued or fully
guaranteed by U.S. Government agencies; repurchase agreements; certificates of
deposit; banker's acceptances; and commercial paper. Short-term investments are
valued at amortized cost which approximates market.

     At June 30, 1997, the Account's short-term investments consisted of a
repurchase agreement with State Street Bank and Trust Co. which matures on July
1, 1997. The collateral under the repurchase agreement consists of a U.S.
Treasury Note, held in safekeeping in the name of the Account at State Street
Bank and Trust Co., the Account's custodian (Note 9). Repurchase agreements held
by the Account are fully collateralized (including the interest earned thereon)
and marked to market daily during the entire term of such agreements. If the
value of the underlying collateral falls below the value of the repurchase price
plus accrued interest, the Account will require the seller to deposit additional
collateral by the next business day. If the request for additional collateral is
not met, or the seller defaults, the Account maintains the right to sell the
collateral and may claim any resulting loss against the seller.

Long-term Investments

     Long-term investments are carried at market value. Securities listed on
national securities exchanges are valued based upon closing prices on these
exchanges. Securities traded in the over-the-counter market and listed
securities for which there have been no trades for the day are valued at the
mean of the bid and asked prices.

     Net realized gain or loss on sales of investments is determined on the
basis of identified cost. Interest income, including amortization of premium and
discount, is recorded when earned.


                                      -7-
<PAGE>

Revenue Recognition

     Income from properties and other investments, as well as expenses, are
recorded on the accrual basis.

Federal Income Taxes

     The operations of the Account are part of the operations of GIAC and, as
such, are included in the combined tax return of GIAC. GIAC is taxed as a life
insurance company under the Internal Revenue Code of 1986, as amended.

     Under tax law, no federal income taxes are payable by GIAC with respect to
the operations of the Account. However, GIAC reserves the right to charge taxes
attributable to the Account in the future.

Note 3 - Investment Advisory Agreements And Related Parties Transactions

     The investment managers of the Account are O'Connor Realty Advisors
Incorporated ("O'Connor Realty") and Guardian Investor Services Corporation
("GISC"). O'Connor Realty, a wholly owned subsidiary of The O'Connor Group,
provides various management services with respect to the real estate-related
investments of the Account. GISC, a wholly owned subsidiary of GIAC, provides
services with respect to the assets maintained in cash and short-term and
intermediate-term marketable debt instruments.

     The Account is charged a daily fee to compensate O'Connor Realty for its
investment management services. This fee amounts to 1.0% per year of the average
daily assets of the Account managed by O'Connor Realty. The Account is also
charged a daily fee to compensate GISC for its investment management services.
This fee amounts to 0.50% per year of the average daily net assets of the
Account managed by GISC.

     For the six months ended June 30, 1997, investment management fees earned
by GISC totalled $12,300 and investment management fees earned by O'Connor
Realty totalled $31,500. For the year ended December 31, 1996, investment
management fees earned by GISC totalled $17,532 and investment management fees
earned by O'Connor Realty totalled $109,800. For the year ended December 31,
1995, investment management fees earned by GISC totalled $16,702 and investment
management fees earned by O'Connor Realty totalled $123,495. No portion of the
expenses directly related to the operations of the real estate-related
investments or O'Connor Realty's investment management fee are subsidized.

Note 4 - Real Estate-Related Expenses

     In addition to investment management fees and expenses, certain other
expenses and charges attributable to the real estate-related operations of the
Account are also charged against the Account. All costs of acquisition,
administration and disposition of the real estate-related investments are


                                       -8-
<PAGE>

charged to the account. These costs include brokerage fees, appraisal fees,
attorneys' fees, architects' fees, engineers' fees and accountants' fees
incurred in connection with the investment process. In addition, the Account
will incur recurring costs such as mortgage servicing fees, annual audit
charges, accounting and legal fees and various administrative expenses. Other
expenses, such as insurance costs, taxes, and property management fees, will
ordinarily be deducted from rental income, thereby reducing the gross income of
the Account.

Note 5 - Leases       

     The buildings in the Account are leased to corporate tenants under various
lease arrangements. Rental income earned under the Glastonbury, Connecticut
lease agreements was recorded in the financial statements through 4/16/97, the
date the buildings were sold. The lease for the Kennesaw, Georgia facility
expires in the third quarter of 2001. Minimum rentals are as follows:

               Fiscal Year Ending
                  December 31,
               ------------------
                      1997                         627,000
                      1998                         627,000
                      1999                         627,000
                      2000                         627,000
                      2001                         470,250
                                               -----------
                      Total                    $ 2,978,250
                                               ===========

     Certain leases provide for additional rents based upon operating costs in
excess of given base amounts. For the six months ended June 30, 1997, rental
income included approximately $37,605 of such additional rental income. For the
years ended December 31, 1996 and 1995, rental income included approximately
$106,019 and $79,089, respectively, of such additional rental income.

Note 6 - Annuitant Mortality Fluctuation Fund

     The Annuitant Mortality Fluctuation Fund is a special fund established in
response to various regulatory requirements and provides for any possible
adverse experience inherent in the transaction of annuity business.

Note 7 - Other Charges

     Included in the Account's total expenses are mortality and expense risk
charges which are calculated on a daily basis and applied to the Contracts and
thus to each Contractowner's interest by GIAC.


                                       -9-
<PAGE>

NOTE 8

                        THE GUARDIAN REAL ESTATE ACCOUNT
                OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                                   REAL ESTATE

                                  June 30, 1997
<TABLE>
<CAPTION>
                                                             Costs                      
                                                          capitalized                   
                                                           subsequent      Gross cost                
                           Initial cost                        to           at close             
                            to Account                    acquisitions     of period               
                         ----------------                 ------------   --------------            
                                            Buildings     Improvements     Buildings               
                         Encum-                and        and Carrying        and                  
Description              brances   Land    Improvements      Costs       Improvements      Total   
- ---------------------------------------------------------------------------------------------------
<S>                        <C>   <C>        <C>           <C>            <C>            <C>        
45 Somerset Square                                                                                 
  Office Building -                                                                                
  Glastonbury, CT. .....  $0   $  871,668  $ 7,050,186   $  923,359      $ 7,973,545    $ 8,845,213
                                                                                                   
115 Somerset Square                                                                                
  Office Building -                                                                                
  Glastonbury, CT. .....   0      843,441    6,800,945      523,674        7,324,619      8,168,060
                                                                                        
955 Cobb Place Blvd.                                                                    
  Office Building                                                                                  
  Warehouse Facility -                                                                             
  Kennesaw, GA. ........   0      751,187    4,382,881        5,769        4,388,650      5,139,837
                          -------------------------------------------------------------------------
    Total ..............  $0   $2,466,296  $18,234,012   $1,452,802      $19,686,814    $22,153,110
                          =========================================================================

<CAPTION>
                               Date of           Date      Fair
Description                  Construction      Acquired    Value
- -------------------------------------------------------------------
<S>                      <C>                    <C>       <C>  
45 Somerset Square       Construction completed
  Office Building --      in late 1988 and early
  Glastonbury, CT. ....           1989          6/12/89      --

115 Somerset Square      Construction completed
  Office Building--      in late 1988 and early
  Glastonbury, CT. ....           1989          6/12/89      --

955 Cobb Place Blvd.
  Office Building
  Warehouse Facility--   Construction completed
  Kennesaw, GA. .......       in late 1991     10/01/91   5,200,000
- -------------------------------------------------------------------
    Total .............                                 $ 5,200,000
===================================================================
</TABLE>

<TABLE>
<CAPTION>
A) Reconciliation of investment property              June 30,     December 31,   December 31,   December 31,
   owned:                                               1997           1996           1995           1994     
                                                    ------------   ------------------------------------------
<S>                                                 <C>            <C>            <C>            <C>         
   Real Estate at beginning of year .............   $22,240,600    $22,262,034    $22,405,832    $21,436,043 
   Net Acquisitions (dispositions) ..............          --             --             --             -- 
   Capital Improvements and Carrying Costs ......       (87,490)       (21,434)      (143,798)       969,789 
                                                    -----------    ------------------------------------------
   Balance at the end of the current period .....   $22,153,110    $22,240,600    $22,262,034    $22,405,832 
                                                    ===========    ==========================================
B) Total tax basis for properties based on                     
   historical cost:                                            
   45 Somerset Square Office Building -                        
     Glastonbury, CT. ...........................                  $ 7,106,116
   115 Somerset Square Office Building -                       
     Glastonbury, CT. ...........................                  $ 6,518,855
   955 Cobb Place Blvd. Office Building Warehouse               
     Facility -                                                
     Kennesaw, GA. ..............................                  $ 4,542,142
</TABLE>                                                       


                                      -10-
<PAGE>

NOTE 9
                        THE GUARDIAN REAL ESTATE ACCOUNT
                OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                              MARKETABLE SECURITIES

                       For Six Months Ended June 30, 1997

<TABLE>
<CAPTION>
                                                                             Market Value  Amount Carried
        Description                                 Par Value      Cost         6/30/97   on Balance Sheet
        -----------                                 ---------      ----        --------   ----------------  
<S>                                                <C>          <C>          <C>             <C>
Marketable Securities:
  Repurchase Agreement:
   State Street Bank and Trust Company
     repurchase agreement at 5.85% due
     7/1/97, maturity value $8,870,441
     (collateralized by $8,985,000 U.S. Treasury 
     Notes plus accrued interest, 6.000% due 
     5/31/98, market value at 6/30/97 was
     $9,047,401)                                   $8,869,000   $8,869,000   $8,869,000      $8,869,000
                                                   ----------   ----------   ----------      ----------
  Fixed Maturities:
   Indianapolis Power & Light Company
     7.375% due 8/01/07                             1,000,000    1,057,942    1,027,950       1,027,950
   GTE Southwest Inc.   
     6.54% due 12/01/05                             1,400,000    1,401,219    1,357,860       1,357,860
                                                   ----------   ----------   ----------      ----------
                                                    2,400,000    2,459,161    2,385,810       2,385,810
                                                   ----------   ----------   ----------      ----------
Total Marketable Securities                       $11,269,000  $11,328,161  $11,254,810     $11,254,810
                                                   ==========   ==========   ==========      ==========
</TABLE>

                      See Notes to the Financial Statements


                                      -11-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

      The following discussion and analysis should be considered in conjunction
      with the Selected Financial Data appearing below and the Account's
      financial statements and their related notes which also appear in this
      Prospectus.

      Liquidity and Capital Resources

      As of June 30, 1997, the Account's net assets totalled $16,255,115. Of
      this amount, $9,593,342 was attributable to Contractowner interests and
      $6,661,773 was attributable to GIAC. At December 31, 1996, the Account's
      net assets totalled $14,579,823. The Account is currently not accepting
      additional Contractowner contributions. In December 1993, July 1994 and
      October 1994 GIAC contributed $1.8 million, $400,000, and $550,000,
      respectively, to the Account to diversify its portfolio of investments.

      As of June 30, 1997, 31% of the Account's assets were invested in real
      estate-related assets and the remainder was invested in permitted
      fixed-income instruments. Through June 30, 1997, the Account remained able
      to meet its obligations under GIAC's variable Contracts to pay benefits
      and effect transfers.

      At a meeting on February 27, 1997, the Board of Directors of The Guardian
      Insurance & Annuity Company, Inc. ("GIAC") adopted a plan pursuant to
      which the Account will be terminated on December 31, 1997 (or such earlier
      date as may be determined by the Executive Committee of the GIAC Board of
      Directors). GIAC has initiated a program to sell the Account's assets on
      or prior to the termination date and expects to invest the proceeds of
      such sales in short-term U.S. government securities and highly rated money
      market instruments prior to the termination date. Effective February 28,
      1997, units of the Account are no longer being offered, and are no longer
      available for allocations of net premiums through the various variable
      insurance contracts and policies issued by GIAC, or for transfers of
      contract or policy values.

      On April 16, 1997, the Glastonbury, Connecticut properties were sold to
      MGI Glastonbury Corporation for a cash purchase price of $7,196,000. This
      was an increase of $296,000 over the aggregate value of the properties as
      of March 31, 1997.

      As a result of an updated appraisal, the market value of the Account's
      real estate-related investment located in Kennesaw, Georgia was adjusted
      on July 1, 1997 to $5,100,000. This was a decrease of $100,000 from its
      year end 1996 value. The Account is continuing in its efforts to dispose
      of the Georgia property. The current appraised value is slightly lower
      than its acquisition cost of $5,134,068.

      Cash and liquid securities held by the Account increased by $7.5 million
      during the six months ended June 30, 1997 due to short term investments
      acquired after the sale of the Connecticut properties.

      Results of Operations

      The Account's net assets as a result of operations for the period ended
      June 30, 1997 increased by $2,104,682 mainly as a result of unrealized
      appreciation on revaluation of the Account's Glastonbury, Connecticut
      properties prior to sale. For the six months ended June 30, 1996, net
      assets from operations increased by $1,154,989. Total revenues for the
      same time periods were $986,859, and $1,175,264, respectively. For the six
      months ended June 30, 1995, total revenues were $1,162,632.

      The Account's expenses for the six months ended June 30, 1997 totalled
      $436,615 as compared to $606,436 for the six months ended June 30, 1996
      and $599,667 for the six months ended June 30, 1995. 


                                      -12-
<PAGE>

Item 3.  Financial Statements and Supplementary Data

      The financial statements and supplementary data listed in the accompanying
      Index to Financial Statements and Supplementary Data are incorporated
      herein by reference and filed as a part of this report.

Item 4.  Disagreements on Accounting and Financial Disclosure

      None.


                                      -13-
<PAGE>

                                     PART II
                                     -------

Item 1. Legal Proceedings
- - -------------------------

     None.

Item 2. Changes in Securities
- - -----------------------------

     None.

Item 3. Defaults Upon Senior Securities
- ----------------------------------------

     None.

Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------

     Contractowners participating in the Account have no voting rights with
     respects to the Account.

Item 5. Other Information
- --------------------------

     None.

Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------

     (a)  Exhibits to the Report
          ----------------------

          27.  Financial Data Schedule

     (b)  Reports filed on Form 8-K
          -------------------------

          The Registrant did not file any reports on Form 8-K during the quarter
          ended June 30, 1997.


                                      -14-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


The Guardian Real Estate Account
               of
The Guardian Insurance & Annuity
         Company, Inc.
         (Registrant)


By /s/ Thomas R. Hickey                           August 13, 1997
   ---------------------------------
      Thomas R. Hickey, Jr.
      Vice President


By /s/ Frank L. Pepe                              August 13, 1997
   ---------------------------------
      Frank L. Pepe
      Vice President and Controller



<TABLE> <S> <C>


        
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                               4,752
<SECURITIES>                                    11,254,810
<RECEIVABLES>                                      107,140
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                11,366,702
<PP&E>                                           5,200,000
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  16,566,702
<CURRENT-LIABILITIES>                              311,587
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      16,255,115
<TOTAL-LIABILITY-AND-EQUITY>                    16,566,702
<SALES>                                            986,859
<TOTAL-REVENUES>                                   986,859
<CGS>                                              358,886
<TOTAL-COSTS>                                      358,886
<OTHER-EXPENSES>                                    77,729
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                  2,104,682
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                              2,104,682
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     2,104,682
<EPS-PRIMARY>                                         1.39
<EPS-DILUTED>                                         1.39

        

</TABLE>


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