SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=========
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 33-87272
Golden American Life Insurance Company
(Exact name of registrant as specified in its charter)
Delaware 41-0991508
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
1001 Jefferson Street, Suite 400, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (302) 576-3400
__________________________________________________________________________
Former name, former address and formal fiscal year, if changed since last
report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/ No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court. Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 250,000 shares of
Common Stock as of August 12, 1997.
NOTE: WHEREAS GOLDEN AMERICAN LIFE INSURANCE COMPANY MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTION H (1)(a) AND (b) OF FORM 10Q, THIS FORM IS BEING
FILED WITH THE REDUCED DISCLOSURE FORMAT.
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Person for whom the Financial Information is given: Golden American Life
Insurance Company
Condensed Consolidated Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
__________________| ________________
For the Three | For the Three
Months ended | Months ended
June 30, 1997 | June 30, 1996
__________________| ________________
(Current Year) | (Preceding Year)
(Dollars in thousands)
<S> <C> | <C>
REVENUES: |
Annuity and interest sensitive life |
product charges $2,469 | $5,120
Management fee revenue 660 | 570
Net investment income 6,116 | 2,239
Realized gains (losses) on investments 52 | (91)
Other income 162 | 29
__________________| ________________
9,459 | 7,867
|
INSURANCE BENEFITS AND EXPENSES: |
Annuity and interest sensitive life benefits: |
Interest credited to account balances 4,573 | 2,104
Benefit claims incurred in excess of |
account balances -- | 363
Underwriting, acquisition and insurance |
expenses: |
Commissions 8,849 | 6,628
General expenses 3,895 | 3,903
Insurance taxes 559 | 275
Policy acquisition costs deferred (9,434)| (7,872)
Amortization: |
Deferred policy acquisition costs 487 | 1,003
Present value of in force acquired 79 | 447
Goodwill 458 | --
__________________| ________________
9,466 | 6,851
Interest expense 592 | --
__________________| ________________
10,058 | 6,851
__________________| ________________
(599)| 1,016
Income taxes expense (benefit): |
Current (910)| --
Deferred 706 | --
__________________| ________________
(204)| --
__________________| ________________
NET INCOME (LOSS) ($395)| $1,016
==================| ================
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
__________________| ________________
For the Six | For the Six
Months ended | Months ended
June 30, 1997 | June 30, 1996
__________________| ________________
(Current Year) | (Preceding Year)
(Dollars in thousands)
<S> <C> | <C>
REVENUES: |
Annuity and interest sensitive life |
product charges $9,781 | $9,569
Management fee revenue 1,278 | 1,110
Net investment income 11,492 | 3,609
Realized gains (losses) on investments 52 | (418)
Other income 272 | 54
__________________| ________________
22,875 | 13,924
|
INSURANCE BENEFITS AND EXPENSES: |
Annuity and interest sensitive life benefits: |
Interest credited to account balances 9,840 | 3,085
Benefit claims incurred in excess of |
account balances -- | 757
Underwriting, acquisition, and insurance |
expenses: |
Commissions 14,566 | 13,853
General expenses 8,182 | 7,502
Insurance taxes 1,210 | 499
Policy acquisition costs deferred (16,025)| (16,223)
Amortization: |
Deferred policy acquisition costs 836 | 1,294
Present value of in force acquired 2,180 | 654
Goodwill 850 | --
__________________| ________________
21,639 | 11,421
Interest expense 1,152 | --
__________________| ________________
22,791 | 11,421
__________________| ________________
84 | 2,503
Income taxes expense (benefit): |
Current (16)| --
Deferred 82 | --
__________________| ________________
66 | --
__________________| ________________
NET INCOME $18 | $2,503
==================| ================
</TABLE>
See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited):
<TABLE>
<CAPTION>
June 30, 1997 | December 31, 1996
___________________ | _________________
(Dollars in thousands)
<S> <C> | <C>
ASSETS |
Investments: |
Fixed maturities available for sale, |
at fair value (cost: 1997 - $339,666; |
1996 - $275,153) $339,528 | $275,563
Equity securities, at fair value |
(cost: 1997 - $37; 1996 - $36) 38 | 33
Mortgage loans 50,670 | 31,459
Policy loans 7,655 | 4,634
Short-term investments 10,619 | 12,631
___________________ | _________________
Total Investments 408,510 | 324,320
|
Cash and cash equivalents 15,152 | 5,839
|
Due from affiliates 1,958 | --
|
Accrued investment income 5,543 | 4,139
|
Deferred policy acquisition costs 26,637 | 11,468
|
Present value of in force acquired 80,840 | 83,051
|
Current income taxes recoverable 298 | --
|
Property and equipment, less allowances |
for depreciation of $252 in 1997 and |
$63 in 1996 1,142 | 699
|
Goodwill, less accumulated amortization |
of $1,439 in 1997 and $589 in 1996 39,663 | 38,665
|
Other assets 489 | 2,471
|
Separate account assets 1,394,685 | 1,207,247
___________________ | _________________
TOTAL ASSETS $1,974,917 | $1,677,899
=================== | =================
</TABLE>
See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
June 30, 1997 | December 31, 1996
___________________ | _________________
(Dollars in thousands)
<S> <C> | <C>
LIABILITIES AND STOCKHOLDER'S EQUITY |
Policy liabilities and accruals: |
Annuity and interest sensitive life |
products $379,281 | $285,287
Unearned revenue reserve 4,068 | 2,063
___________________ | _________________
383,349 | 287,350
|
Deferred income taxes 238 | 365
Line of credit with affiliate 8,650 | --
Surplus note 25,000 | 25,000
Due to affiliates 1,011 | 1,504
Accrued expenses and other liabilities 21,760 | 15,949
Separate account liabilities 1,394,685 | 1,207,247
___________________ | _________________
TOTAL LIABILITIES 1,834,693 | 1,537,415
|
Commitments and contingencies |
|
Stockholder's equity: |
Redeemable preferred stock, par value |
$5,000 per share, 50,000 shares |
authorized -- | --
Common stock, par value $10 per share, |
authorized, issued and outstanding |
250,000 shares 2,500 | 2,500
Additional paid-in capital 137,481 | 137,372
Unrealized appreciation (depreciation) |
of securities at fair value (125) | 262
Retained earnings 368 | 350
___________________ | _________________
TOTAL STOCKHOLDER'S EQUITY 140,224 | 140,484
___________________ | _________________
TOTAL LIABILITIES AND STOCKHOLDER'S |
EQUITY $1,974,917 | $1,677,899
=================== | =================
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
_________________| _________________
For the Six | For the Six
Months ended | Months ended
June 30, 1997 | June 30, 1996
_________________| _________________
(Current Year) | (Preceding Year)
(Dollars in thousands)
<S> <C> | <C>
NET CASH USED IN OPERATING ACTIVITIES $2,606 | ($9,352)
|
INVESTING ACTIVITIES |
Sale, maturity or repayment |
of investments: |
Fixed maturities - available for sale 19,172 | 55,028
Mortgage loans on real estate 4,746 | --
Short-term investments - net 2,012 | 6,764
_________________| _________________
25,930 | 61,792
|
Acquisition of investments: |
Fixed maturities - available for sale (84,391)| (166,933)
Equity securities (1)| --
Mortgage loans on real estate (23,958)| --
Short-term investments - net (3,020)| (1,080)
_________________| _________________
(111,370)| (168,013)
Purchase of property and equipment (456)| --
_________________| _________________
NET CASH USED IN INVESTING ACTIVITIES (85,896)| (106,221)
|
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
_________________| _________________
For the Six | For the Six
Months ended | Months ended
June 30, 1997 | June 30, 1996
_________________| _________________
(Current Year) | (Preceding Year)
(Dollars in thousands)
<S> <C> | <C>
FINANCING ACTIVITIES |
Issuance of notes payable 40,252 | --
Repayment of notes payable (31,602)| --
Receipts from annuity and interest |
sensitive life policies credited to |
policyholder account balances 143,142 | 121,800
Return of policyholder account |
balances on annuity and interest |
sensitive life policies (8,328)| (1,962)
Net reallocations to Separate |
Accounts (50,861)| (6,059)
_________________| _________________
NET CASH PROVIDED BY FINANCING ACTIVITIES 92,603 | 113,779
_________________| _________________
|
INCREASE (DECREASE) IN CASH AND CASH |
EQUIVALENTS 9,313 | (1,794)
|
CASH AND CASH EQUIVALENTS AT |
BEGINNING OF PERIOD 5,839 | 5,046
_________________| _________________
CASH AND CASH EQUIVALENTS AT |
END OF PERIOD $15,152 | $3,252
=================| =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW |
INFORMATION |
Cash paid during the period for income taxes $283 | --
</TABLE>
See accompanying notes.
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. This form is being filed with the reduced disclosure
format specified in General Instruction H (1)(a) and (b) of Form 10-Q.
Accordingly, the financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All
adjustments were of a normal recurring nature, unless otherwise noted in
Management's Discussion and Analysis and the Notes to Financial Statements.
Operating results for the six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for periods reported at
December 31, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Golden American Life
Insurance Company Annual Report on Form 10-K for the year ended December 31,
1996.
CONSOLIDATION
The condensed consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly-owned subsidiary, First
Golden American Life Insurance Company of New York ("First Golden" and
collectively the "Company"). First Golden was capitalized by Golden American
on December 17, 1996. All significant intercompany accounts and transactions
have been eliminated.
ORGANIZATION
Golden American offers variable insurance products and is licensed as a life
insurance company in the District of Columbia and all states except New York.
On January 2, 1997, First Golden became licensed to sell insurance products
in the state of New York. The Company's products are marketed by
broker/dealers, financial institutions and insurance agents. The Company's
primary customers are individuals and families.
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly-owned subsidiaries, Golden American and Directed Services, Inc.
("DSI") from Whitewood Properties Corporation ("Whitewood") pursuant to the
terms of a Stock Purchase Agreement between Equitable and Whitewood (the
"Purchase Agreement"). Subsequent to the acquisition, the BT Variable, Inc.
name was changed to EIC Variable, Inc. On April 30, 1997, EIC Variable, Inc.
was liquidated and its investment in Golden American and DSI were transferred
to Equitable while the remainder of its net assets were contributed to Golden
American. Refer to Note 3 for additional information.
For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
acquisition effective August 14, 1996. This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and
liabilities at that date. As a result, the Company's financial statements for
periods subsequent to August 13, 1996, are presented on the Post-Acquisition
new basis of accounting, while the financial statements prior to August 13,
1996 are presented on the Pre-Acquisition historical cost basis of
accounting.
For purposes of the condensed consolidated statements of cash flows, the
Company considers all demand deposits and interest bearing accounts not
related to the investment function to be cash equivalents. All interest-
bearing accounts classified as cash equivalents have original maturities of
three months or less.
Certain amounts in the 1996 financial statements have been reclassified to
conform to the 1997 financial statement presentation.
NOTE 2 -- INVESTMENTS
At June 30, 1997 and December 31, 1996, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturity securities, all
of which are designated as available for sale, are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
June 30, 1997 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $67,463 $113 ($472) $67,104
Other 3,073 2 (4) 3,071
Foreign governments 2,056 32 -- 2,088
Public utilities 28,780 129 (38) 28,871
Investment grade corporate 191,363 645 (865) 191,143
Below investment grade
corporate 33,175 385 (106) 33,454
Mortgage-backed securities 13,756 61 (20) 13,797
_______________________________________________
Total $339,666 $1,367 ($1,505) $339,528
===============================================
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
December 31, 1996 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $70,902 $122 ($247) $70,777
Other 3,082 2 (4) 3,080
Public utilities 35,893 193 (38) 36,048
Investment grade corporate 134,487 586 (466) 134,607
Below investment grade
corporate 25,921 249 (56) 26,114
Mortgage-backed securities 4,868 69 -- 4,937
_______________________________________________
Total $275,153 $1,221 ($811) $275,563
===============================================
</TABLE>
No fixed maturity securities were designated as held for investment at June
30, 1997 or December 31, 1996. Short-term investments with maturities of 30
days or less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.
Amortized cost and estimated fair value of fixed maturity securities
designated as available for sale, by contractual maturity, at June 30, 1997,
are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Amortized Fair
June 30, 1997 Cost Value
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C>
Due within one year $16,518 $16,536
Due after one year through five years 134,414 134,598
Due after five years through ten years 97,360 97,253
Due after ten years 10,155 10,240
_____________________________
258,447 258,627
Mortgage-backed securities 81,219 80,901
_____________________________
Total $339,666 $339,528
=============================
</TABLE>
During the first six months of 1997, fixed maturity securities designated as
available for sale with a combined amortized cost of $15,915,000 were called
or repaid by their issuers. In total, net pre-tax gains from sales, calls
and repayments of fixed maturity investments amounted to $52,000 in the first
six months of 1997.
During the first six months of 1997, no investments were identified as having
an impairment other than temporary.
INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to
its investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at June
30, 1997 and December 31, 1996, respectively. Fixed maturity investments
included investments in various government bonds and government or agency
mortgage-backed securities (21% in 1997, 27% in 1996), public utilities (9%
in 1997, 13% in 1996), basic industrials (31% in 1997, 30% in 1996) and
financial companies (23% in 1997, 18% in 1996). Mortgage loans on real estate
have been analyzed by geographical location with concentrations by state
identified as Georgia (10% in 1997, 17% in 1996), Utah (15% in 1997, 4% in
1996) and California (11% in 1997, 7% in 1996). There are no other
concentrations of mortgage loans in any state exceeding ten percent at June
30, 1997 and December 31, 1996. Mortgage loans on real estate have also been
analyzed by collateral type with significant concentrations identified in
office buildings (42% in 1997, 36% in 1996), industrial buildings (33% in
1997, 31% in 1996), multi-family residential buildings (12% in 1997, 27% in
1996) and retail facilities (13% in 1997, 6% in 1996). Equity securities and
investments accounted for by the equity method are not significant to the
Company's overall investment portfolio.
NOTE 3 -- ACQUISITION
TRANSACTION: On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable from Whitewood, a wholly-owned subsidiary of
Bankers Trust, pursuant to the terms of the Purchase Agreement dated as of
May 3, 1996 between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid $93,000,000 in cash to Whitewood
in accordance with the terms of the Purchase Agreement. Equitable also paid
$51,000,000 in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
Subsequent to the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable while
the remainder of its net assets were contributed to Golden American.
ACCOUNTING TREATMENT: The acquisition was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities at August 13, 1996. The purchase price was allocated
to the three companies purchased - BT Variable, DSI and Golden American.
Goodwill was established for the excess of the acquisition cost over the fair
value of the net assets acquired and pushed down to Golden American. The
acquisition cost was preliminary with respect to the final settlement of
taxes with Bankers Trust and estimated expenses. The allocation of the
purchase price to Golden American was approximately $139,872,000. The amount
of goodwill relating to the acquisition was $41,102,000 at the acquisition
date, and is being amortized over 25 years on a straight line basis. At June
30, 1997, goodwill was increased by $1,848,000 to adjust the value of a
receivable existing at the acquisition date. The carrying value of goodwill
will be reviewed periodically for any indication of impairment in value.
PRESENT VALUE OF IN FORCE ACQUIRED: As part of the acquisition, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from the insurance contracts existing with Golden American at the date of
acquisition. This allocated cost represents the present value of in force
acquired ("PVIF") which reflects the value of those purchased policies
calculated by discounting the actuarially determined expected future cash
flows at the discount rate determined by Equitable.
An analysis of the PVIF asset is as follows:
<TABLE>
<CAPTION>
For the Six
Months ended
June 30, 1997
_______________________
(Dollars in thousands)
<S> <C>
Beginning balance $83,051
Imputed interest 3,131
Amortization (5,311)
Adjustment for unrealized gains
on available for sale securities (31)
_______________________
Ending balance $80,840
=======================
</TABLE>
Interest is imputed on the unamortized balance of PVIF at rates of 7.70% to
7.80%. Amortization of PVIF is charged to expense and the asset is adjusted
for the change in unrealized gains (losses) on available for sale securities.
During the second quarter of 1997, PVIF was unlocked by $2,293,000 to reflect
narrower current spreads than the gross profit model assumed. Based on
current conditions and assumptions as to the effect of future events on
acquired policies in force, the expected approximate net amortization for the
next five years, relating to the balance of the PVIF as of June 30, 1997, is
as follows:
<TABLE>
<CAPTION>
Year Amount
____________________________________________________
(Dollars in thousands)
<S> <C>
Remainder of 1997 $4,600
1998 10,100
1999 9,600
2000 8,300
2001 7,200
2002 6,100
</TABLE>
Actual amortization may vary from the schedule above based upon changes in
assumptions and experience.
NOTE 4 -- PENDING MERGER
TRANSACTION: On July 7, 1997, Equitable of Iowa Companies signed a
definitive agreement and plan of merger under which it will merge into PFHI
Holdings, Inc., a Delaware corporation, and will become a wholly-owned
subsidiary of the ING Groep N.V. a global financial services holding company
based in The Netherlands. Total consideration is approximately $2,200,000,000
in cash and stock plus the assumption of approximately $400,000,000 in debt.
The transaction, which is subject to customary closing conditions and
regulatory approvals, is expected to close during the fourth quarter of 1997.
ACCOUNTING TREATMENT: The merger will be accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities for Equitable of Iowa Companies and its subsidiaries
as of the date of the merger. The excess of the total acquisition cost over
the fair value of the net assets acquired will be recorded as goodwill.
NOTE 5 -- RELATED PARTY TRANSACTIONS
DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by the Company, which as of June 30, 1997, are sold
primarily through four broker/dealer institutions. The Company paid
commissions to DSI totaling $8,547,000 in the second quarter and $14,264,000
for the first six months of 1997, ($6,977,000 and $14,385,000, respectively,
for the same periods of 1996).
Golden American provides certain managerial and supervisory services to DSI.
The fee for these services is calculated as a percentage of average assets in
the variable separate accounts. For the second quarter and the first six
months of 1997, the fee was $660,000 and $1,278,000, respectively ($570,000
and $1,110,000, for the same periods of 1996).
On August 14, 1996, the Company began purchasing investment management
services from an affiliate. Payments for these services totaled $213,000 for
the second quarter and $410,000 for the first six months of 1997. On August
14, 1996, all employees of Golden American, except wholesalers, became
statutory employees of Equitable Life Insurance Company of Iowa ("Equitable
Life"), an affiliate.
Golden American has a guaranty agreement with Equitable Life. In
consideration of an annual fee, payable June 30, Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden
American to pay the contractual claims made under the provisions of Golden
American's life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability, of any
kind or character whatsoever, of Golden American. The agreement does not
guarantee the value of the underlying assets held in separate accounts in
which funds of variable life insurance and variable annuity policies have
been invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above required
amounts, no annual fee was payable.
SURPLUS NOTE: On December 17, 1996, Golden American issued an 8.25% surplus
note in the amount of $25,000,000 to Equitable. Golden American made
interest payments totaling $521,000 during the second quarter and $1,038,000
during the first six months of 1997. On December 17, 1996, Golden American
contributed the $25,000,000 to First Golden acquiring 200,000 shares of
common stock (100% of outstanding stock) of First Golden.
LINE OF CREDIT: Golden American maintains a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under the current agreement, which became effective
December 1, 1996 and expires on December 31, 1997, Golden American can borrow
up to $25,000,000. Interest on any borrowings is charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
The Company incurred interest expense of $71,000 during the second quarter
and $114,000 during the first six months of 1997 under this agreement. At
June 30, 1997, $8,650,000 was outstanding under this agreement.
NOTE 6 -- COMMITMENTS AND CONTINGENCIES
REINSURANCE: At June 30, 1997, Golden American had reinsurance treaties with
5 unaffiliated reinsurers covering a significant portion of the mortality
risks under its variable contracts. Golden American remains liable to the
extent its reinsurers do not meet their obligations under the reinsurance
agreements. At June 30, 1997, the Company has a net receivable of $28,000 for
reserve credits, reinsurance claims or other receivables from these
reinsurers comprised of $177,000 for claims recoverable from reinsurers and a
payable of $149,000 for reinsurance premiums. Included in the accompanying
financial statements are net considerations to reinsurers of $430,000 during
the second quarter and $851,000 for the first six months of 1997 ($518,000
and $974,000, respectively, for the same periods of 1996). Also included in
the accompanying financial statements are net policy benefits (recoveries) of
($48,000) during the second quarter and $429,000 for the first six months of
1997 ($337,000 and $877,000, respectively, for the same periods of 1996).
Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial
statements are presented net of the effects of the treaty which increased
other income by $185,000 in 1997.
INVESTMENT COMMITMENTS: At June 30, 1997, outstanding commitments to fund
mortgage loans on real estate totaled $3,600,000.
GUARANTY FUND ASSESSMENTS: Assessments are levied on the Company by life and
health guaranty associations in most states in which the Company is licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In
some states, these assessments can be partially recovered through a reduction
in future premium taxes. The Company cannot predict whether and to what
extent legislative initiatives may affect the right to offset. The
associated cost for a particular insurance company can vary significantly
based upon its fixed account premium volume by line of business and state
premiums levels as well as its potential for premium tax offset. The Company
has established a reserve to cover such assessments and regularly reviews
information regarding known failures and revises its estimates of future
guaranty fund assessments. Accordingly, the Company accrued and charged to
expense an additional $206,000 for the second quarter and $282,000 for the
first six months of 1997. At June 30, 1997, the Company has an undiscounted
reserve of $1,053,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset totaling
$22,000 for assessments paid which may be recoverable through future premium
tax offsets. The Company believes this reserve is sufficient to cover
expected future insurance guaranty fund assessments, based upon previous
premium levels, and known insolvencies at this time.
LITIGATION: The Company is not involved in any legal proceeding as of the
date of this report.
VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 2 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits and
separate account liabilities. A significant portion of the Company's sales
are generated by four broker/dealers. Substantial changes in tax laws that
would make these products less attractive to consumers, extreme fluctuations
in interest rates or stock market returns which may result in higher lapse
experience than assumed, could cause a severe impact to the Company's
financial condition.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's condensed
consolidated results of operations. In addition, some analysis and
information regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read in conjunction with the
condensed consolidated financial statements and related notes which appear
elsewhere in this report. The Company reports financial results on a
consolidated basis. The consolidated condensed financial statements include
the accounts of Golden American Life Insurance Company ("Golden American")
and its subsidiary, First Golden American Life Insurance Company of New York
("First Golden", and collectively with Golden American the "Company").
RESULTS OF OPERATIONS
_____________________
CHANGE IN CONTROL
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly-owned subsidiaries Golden American and Directed Services Inc. ("DSI")
for $144,000,000. The purchase price consisted of $93,000,000 in cash paid
to Whitewood (parent of BT Variable) and $51,000,000 in cash paid to Bankers
Trust (parent of Whitewood) to retire certain debt owed by BT Variable to
Bankers Trust. Subsequent to the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable, Inc. was
liquidated and its investment in Golden American and DSI were transferred to
Equitable while the remainder of its net assets were contributed to Golden
American.
For financial statement purposes, the change in control of Golden American
through the acquisition to BT Variable was accounted for as a purchase
acquisition effective August 14, 1996. This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and
liabilities at that date. As a result, the Company's financial statements for
periods subsequent to August 13, 1996, are presented on the Post-Acquisition
new basis of accounting, while the financial statements prior to August 13,
1996 are presented on the Pre-Acquisition historical cost basis of
accounting.
The purchase price was allocated to the three companies purchased - BT
Variable, DSI, and Golden American. Goodwill of $41,102,000 was established
for the excess of the acquisition cost over the fair value of the assets and
liabilities and pushed down to Golden American. The acquisition cost was
preliminary with respect to the final settlement of taxes with Bankers Trust
and estimated expenses. At June 30, 1997, goodwill was increased by
$1,848,000 to adjust the value of a receivable existing at the acquisition
date. The allocation of the purchase price to Golden American was
approximately $139,872,000. Goodwill resulting from the acquisition is being
amortized over 25 years on a straight line basis. The carrying value will be
reviewed periodically for any indication of impairment in value.
PREMIUMS
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
_______________ ________________
Six Months ended Percentage Dollar |
June 30 1997 Change Change | 1996
______________________________________________________________|________________
(Dollars in thousands) |
<S> <C> <C> <C> | <C>
Variable annuity |
premiums: |
Separate account $91,290 (9.3)% ($9,409)| $100,699
Fixed account 140,841 16.9 20,412 | 120,429
________________________________________|________________
Total variable annuity |
premiums 232,131 5.0 11,003 | 221,128
Variable life premiums 10,378 37.1 2,811 | 7,567
________________________________________|________________
Total premiums $242,509 6.0% $13,814 | $228,695
========================================|================
</TABLE>
Variable annuity separate account premiums decreased 9.3% during the first
six months of 1997, while variable life premiums increased 37.2% during the
same period. The fixed account portion of the Company's variable annuity
premiums increased 16.9% during the first six months of 1997 due to the
Company's marketing emphasis on fixed rates during the second quarter of
1997. Premiums, net of reinsurance, for variable products from four
significant sellers totalled $174,100,000 or 72% of total premiums for the
first six months of 1997.
REVENUES
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
_______________ _______________
Six Months ended Percentage Dollar |
June 30 1997 Change Change | 1996
_______________________________________________________________|_______________
(Dollars in thousands) |
<S> <C> <C> <C> | <C>
Annuity and |
interest sensi- |
tive life |
product charges $9,781 2.2% $212 | $9,569
Management fee |
revenue 1,278 15.1 168 | 1,110
Net investment |
income 11,492 218.5 7,883 | 3,609
Realized gains |
(losses) on |
investments 52 112.5 470 | (418)
Other income 272 405.5 218 | 54
__________________________________________|_______________
$22,875 64.3% $8,951 | $13,924
==========================================================
</TABLE>
Total revenues increased 64.3% in the first six months of 1997. Annuity and
interest sensitive life product charges increased 2.2% in the first six
months of 1997 due to additional fees earned from the increasing block of
business under management in the Separate Accounts and an increase in the
collection of surrender charges.
Golden American provides certain managerial and supervisory services to DSI.
This fee, calculated as a percentage of average assets in the variable
separate accounts, was $1,278,000 for the first six months of 1997
($1,110,000, for the same period of 1996).
Net investment income increased 218.5% in the first six months of 1997 due to
the increase in invested assets. The company had $52,000 of realized gains
on the sale of investments in the first six months of 1997, compared a loss
of $418,000 in the same period of 1996.
Other income increased 405.5% in the first six months of 1997 primarily as a
result of increased income from a modified coinsurance agreement with an
unaffiliated reinsurer.
EXPENSES
Total insurance benefits and expenses increased $10,218,000, or 89.5%, to
$21,639,000 in the first six months of 1997. Interest credited to account
balances increased $6,755,000, or 219.0% to $9,840,000 in the first six
months of 1997 as a result of higher account balances associated with the
Company's fixed account option within its variable products. Benefit claims
incurred in excess of account balances decreased $757,000, or 100.0%, to $0
in the first six months of 1997.
Commissions increased $713,000, or 5.1%, to $14,566,000, in the first six
months of 1997. Insurance taxes increased 142.5%, to $1,210,000, in the first
six months of 1997. Increases and decreases in commissions and insurance
taxes are generally related to changes in the level of variable product
sales. Insurance taxes are impacted by several other factors as well as the
level of variable product sales. These factors include a guaranty fund
assessment accrual in 1997, an increase in FICA taxes primarily due to
bonuses and an increase in state licenses and fees. Most costs incurred as
the result of new sales have been deferred, thus having very little impact on
earnings.
General expenses increased $680,000 or 9.1%, to $8,182,000, in the first six
months of 1997. The Company uses a network of wholesalers to distribute its
products and the salaries of these wholesalers are included in general
expenses. The portion of these salaries and related expenses which vary with
sales production levels are deferred, thus having little impact on earnings.
Management expects general expenses to continue to increase in 1997 as a
result of the emphasis on expanding the salaried wholesaler distribution
network.
The Company's deferred policy acquisition costs ("DPAC"), previous balance of
present value of in force acquired ("PVIF") and unearned revenue reserve were
eliminated as of the purchase date, and an asset of $85,796,000 representing
the PVIF was established for all policies in force at the acquisition date.
The amortization of PVIF and DPAC increased $1,068,000, or 54.8%, in the
first six months of 1997. During the second quarter of 1997, PVIF was
unlocked by $2,293,000 to reflect narrower current spreads than the gross
profit model assumed. Based on current conditions and assumptions as to the
impact of future events on acquired policies in force, amortization of PVIF
is expected to be approximately $4,600,000 for the remainder of 1997,
$10,100,000 in 1998, $9,600,000 in 1999, $8,300,000 in 2000, $7,200,000 in
2001 and $6,100,000 in 2002. Actual amortization may vary based upon changes
in assumptions and experience. The elimination of the unearned revenue
reserve, related to in force acquired at the acquisition date, will result in
lower annuity and interest sensitive life product charges compared to pre-
acquisition levels on the in force acquired.
Amortization of goodwill during the first six months of 1997 totaled
$850,000. Goodwill resulting from the acquisition is being amortized on a
straight-line basis over 25 years and is expected to approximate $1,644,000
annually.
Interest expense on the surplus note issued in December 1996, was $1,038,000,
in the first six months of 1997. The Company also paid $114,000 in the first
six months of 1997 to Equitable for interest on the line of credit.
INCOME
Net income for the first six months of 1997 was $18,000, a decrease of
$2,485,000, or 99.3%, from the same period of 1996.
FINANCIAL CONDITION
___________________
INVESTMENTS
The financial statement carrying value of the Company's total investment
portfolio grew 25.1% in the first six months of 1997. The amortized cost
basis of the Company's total investment portfolio grew 25.3% during the same
period. All of the Company's investments, other than mortgage loans, are
carried at fair value in the Company's financial statements. As such, growth
in the carrying value of the Company's investment portfolio included changes
in unrealized appreciation and depreciation of fixed maturity and equity
securities as well as growth in the cost basis of these securities. Growth
in the cost basis of the Company's investment portfolio resulted from the
investment of premiums from the sale of the Company's fixed account option.
The Company manages the growth of its insurance operations in order to
maintain adequate capital ratios.
To support the fixed account option of the Company's variable insurance
products, cash flow was invested primarily in fixed maturity securities and
mortgage loans. At June 30, 1997, the Company's investment portfolio at
amortized cost was $394,297,000 with a yield of 7.1% and carrying value of
$394,161,000.
FIXED MATURITY SECURITIES: At June 30, 1997, the company had fixed
maturities with an amortized cost of $339,666,000 and an estimated fair value
of $339,528,000. The ratings assigned by Standard & Poor's Corporation
("Standard & Poor's") to the individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
comprising U.S. governments, agencies and AAA to BBB- corporates
($299,960,000 or 88.3%), and below investment grade securities BB+ to BB-
($32,871,000 or 9.7%). Securities not rated by Standard & Poor's had an NAIC
rating of 1, 2 or 3 ($6,835,000 or 2.0%).
The Company classifies 100% of its securities as available for sale. On June
30, 1997, fixed income securities with an amortized cost of $339,666,000 and
an estimated fair value of $339,528,000 were designated as available for
sale. Net unrealized depreciation of fixed maturity securities of $138,000
was comprised of gross appreciation of $1,367,000 and gross depreciation of
$1,505,000. Unrealized holding losses on these securities, net of
adjustments to deferred policy acquisition costs, present value of in force
acquired and deferred income taxes, decreased stockholder's equity by
$126,000 at June 30, 1997.
The Company began investing in below investment grade securities during 1996.
At June 30, 1997, the amortized cost value of the Company's total investment
in below investment grade securities was $33,175,000, or 8.4%, of the
Company's investment portfolio. The Company intends to purchase additional
below investment grade securities, but it does not expect the percentage of
its portfolio invested in below investment grade securities to exceed 10% of
its investment portfolio. At June 30, 1997, the yield at amortized cost on
the Company's below investment grade portfolio was 8.8% compared to 6.8% for
the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was
$33,454,000, or 100.8% of amortized cost value, at June 30, 1997.
Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are
investment grade issuers. The Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines, and
diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e. if it is probable that the Company will be unable to collect
all amounts due according to the contractual terms of the security), the cost
basis of the impaired security is written down to fair value, which becomes
the security's new cost basis. The amount of the write-down is included in
earnings as a realized loss. Future events may occur, or additional or
updated information may be received, which may necessitate future write-downs
of securities in the Company's portfolio. Significant write-downs in the
carrying value of investments could materially adversely affect the Company's
net income in future periods.
During the first six months of 1997, fixed maturity securities designated as
available for sale with a combined amortized cost of $15,915,000 were called
or repaid by their issuers. In total, net pre-tax gains from sales, calls
and repayments of fixed maturity investments amounted to $52,000 in the first
six months of 1997.
At June 30, 1997, no fixed maturity securities were deemed to have
impairments in value that are other than temporary. The Company's fixed
maturity investment portfolio had a combined yield at amortized cost of 7.1%
at June 30, 1997.
MORTGAGE LOANS: Mortgage loans represent 12.9% of the Company's investment
portfolio. Mortgages outstanding were $50,670,000 at June 30, 1997, with an
estimated fair value of $49,223,000. The Company's mortgage loan portfolio
includes 30 loans with an average size of $1,689,000 and average seasoning of
1.3 years if weighted by the number of loans, and 0.8 years if weighted by
mortgage loan carrying values. The Company's mortgage loans are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments, and are diversified by type of property and
geographic location. At June 30, 1997, the yield on the Company's mortgage
loan portfolio was 7.8%.
At June 30, 1997, no mortgage loans were delinquent by 90 days or more. The
Company does not expect to incur material losses from its mortgage loan
portfolio. The Company's loan investment strategy is consistent with that of
other life insurance subsidiaries of its ultimate parent, Equitable.
Equitable has experienced a historically low default rate in its mortgage
loan portfolio and has been able to recover 103.1% of the principal amount of
problem mortgages resolved in the last three years.
At June 30, 1997, the Company had no investments in default. The Company
estimates its total investment portfolio, excluding policy loans, had a fair
value approximately equal to 99.6% of its amortized cost value for accounting
purposes at June 30, 1997.
OTHER ASSETS
Accrued investment income increased $1,404,000 during the first six months of
1997 due to an increase in the overall size of the portfolio resulting from
the investment of premiums allocated to the fixed account option of the
Company's variable products.
The Company's DPAC and previous balance of PVIF were eliminated as of the
purchase date, and an asset representing the PVIF was established for all
policies in force at the acquisition date. PVIF is amortized into income in
proportion to the expected gross profits of the in force acquired in a manner
similar to DPAC amortization. Any expenses which vary with the sales of the
Company's products are deferred and amortized. At June 30, 1997, the Company
had DPAC and PVIF balances of $26,637,000 and $80,840,000, respectively.
Goodwill totaling $41,102,000, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the
acquisition date. At June 30, 1997, goodwill was increased by $1,848,000 to
adjust the value of a receivable existing at the acquisition date.
Amortization of goodwill through June 30, 1997, was $850,000.
At June 30, 1997, the Company had $1,394,685,000 of separate account assets
compared to $1,207,247,000 at December 31, 1996. The increase in separate
account assets is due to growth in sales of the Company's variable annuity
and variable life separate account products.
At June 30, 1997, the Company had total assets of $1,974,917,000, a 17.7%
increase from December 31, 1996.
LIABILITIES
In conjunction with the volume of variable insurance sales, the Company's
total liabilities increased $297,278,000, or 19.3%, during the first six
months of 1997 and totaled $1,834,693,000 at June 30, 1997. Future policy
benefits for annuity and interest sensitive life products increased
$93,994,000, or 32.9%, to $379,281,000 reflecting premium growth in the
Company's fixed account option of its variable products. Premium growth, net
of redemptions and market appreciation also accounted for the $187,438,000,
or 15.5%, increase in separate account liabilities to $1,394,685,000 at June
30, 1997.
On December 17, 1996, Golden American issued a $25,000,000, 8.25% surplus
note to Equitable. The note matures on December 17, 2026. During the six
months ended June 30, 1997, Golden American made interest payments totaling
$1,038,000. On December 17, 1996, Golden American contributed the
$25,000,000 to First Golden, acquiring 200,000 shares of common stock (100%
of shares outstanding) of First Golden.
Golden American maintains a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Under the current agreement, which became effective December
1, 1996 and expires on December 31, 1997, Golden American can borrow up to
$25,000,000. Interest on any borrowings is charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%. The Company
incurred interest expense of $114,000 during the first six months of 1997
under this agreement. At June 30, 1997, $8,650,000 was outstanding under
this agreement.
The effects of inflation and changing prices on the Company are not material
since insurance assets and liabilities are both primarily monetary and remain
in balance. An effect of inflation, which has been low in recent years, is a
decline in purchasing power when monetary assets exceed monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The liquidity requirements of the Company are met by cash flow from variable
insurance premiums, investment income and maturities of fixed maturity
investments and mortgage loans. The Company primarily uses funds for the
payment of insurance benefits, commissions, operating expenses and the
purchase of new investments.
The Company's home office operations are currently housed in a leased
location in Wilmington, Delaware and a leased location in New York, New York.
The Company intends to spend $1,000,000 on capital needs during 1997.
The ability of Golden American to pay dividends to its parent is restricted
because prior approval of insurance regulatory authorities is required for
payment of dividends to the stockholder which exceed an annual limitation.
During the remainder of 1997, Golden American could pay dividends to its
parent of approximately $2,186,000 without prior approval of statutory
authorities. The Company has maintained adequate statutory capital and
surplus and have not used surplus relief or financial reinsurance, which have
come under scrutiny by many state insurance departments.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to identify
inadequately capitalized insurance companies based upon the type and mixture
of risks inherent in the company's operations. The formula includes
components for asset risk, liability risk, interest rate exposure and other
factors. Golden American and First Golden have complied with the NAIC's risk-
based capital reporting requirements. Amounts reported indicate that Golden
American and First Golden have total adjusted capital well above all required
capital levels.
SURPLUS NOTE: On December 17, 1996, Golden American issued a surplus note in
the amount of $25,000,000 to Equitable. The note matures on December 17,
2026 and accrues interest of 8.25% per annum until paid. The note and accrued
interest thereon shall be subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all other classes
of debtors of Golden American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance Commissioner. On
December 17, 1996, Golden American contributed the $25,000,000 to First
Golden acquiring 200,000 shares of common stock (100% of shares outstanding)
of First Golden.
LINE OF CREDIT: Golden American maintains a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. The maximum borrowing allowed under this facility is
$25,000,000 expiring on December 31, 1997. At June 30, 1997, $8,650,000 was
outstanding under this agreement.
YEAR 2000 PROJECT: The Company has studied its computer software and
hardware to determine its exposure to the change of the century date issue
(year 2000 date problem). The only system affected by this issue is a system
maintained by an affiliated subsidiary who will incur the related costs.
PENDING MERGER: On July 7, 1997, Equitable of Iowa Companies signed a
definitive agreement and plan of merger under which it will merge into PFHI
Holdings, Inc., a Delaware corporation, and will become a wholly-owned
subsidiary of the ING Groep N.V., a global financial services holding company
based in The Netherlands. Total consideration is approximately $2,200,000,000
in cash and stock plus the assumption of approximately $400,000,000 in debt.
The transaction, which is subject to customary closing conditions and
regulatory approvals, is expected to close during the fourth quarter of 1997.
The merger will be accounted for as a purchase resulting in a new basis of
accounting, reflecting estimated fair values for assets and liabilities for
Equitable of Iowa Companies and its subsidiaries as of the date of the
merger. The excess of the total acquisition cost over the fair value of the
net assets acquired will be recorded as goodwill.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any forward-looking statement contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement due to the following important factors,
among other risks and uncertainties inherent in the Company's business:
1. Prevailing interest rate levels and stock market performance, which may
affect the ability of the Company to sell its products, the market value
of the Company's investments and the lapse rate of the Company's
policies, notwithstanding product design features intended to enhance
persistency of the Company's products.
2. Changes in the federal income tax laws and regulations which may affect
the relative tax advantages of the Company's products.
3. Changes in the regulation of financial services, including bank sales and
underwriting of insurance products, which may affect the competitive
environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors affecting the performance of the Company, including, but
not limited to, market conduct claims and other litigation, insurance
industry insolvencies, investment performance of the underlying
portfolios of the variable products, variable product design and sales
volume by significant sellers of the Company's variable products.
PART II. OTHER INFORMATION
Item 2-4. CHANGES IN SECURITIES, DEFAULTS UPON SENIOR SECURITIES AND
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information called for by items 2 through 4 of this part is
omitted pursuant to General Instruction H (2)(b) of Form 10Q.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits included as part of this report is set
forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.
(b) Reports on Form 8-K
None
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.
DATE: August 13, 1997 GOLDEN AMERICAN LIFE INSURANCE COMPANY
By/s/ Paul E. Larson
____________________________________
Executive Vice President, CFO and
Assistant Secretary
(Principal Financial Officer)
By/s/ David A. Terwilliger
____________________________________
Vice President, Controller, Assistant
Treasurer and Assistant Secretary
(Principal Accounting Officer)
INDEX
Exhibits to Form 10-Q
Six Months ended June 30, 1997
GOLDEN AMERICAN LIFE INSURANCE COMPANY
2 PLAN OF ACQUISITION
(a) Stock Purchase Agreement dated as of May 3, 1996, between
Equitable and Whitewood Properties Corp.
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of Golden American Life Insurance
Company (incorporated by reference from the registrant's
post-effective amendment No. 17 to the registration statement
of Form N-4 filed with the Securities and Exchange Commission
on May 2, 1994 (File No. 33-23351))
(b)(i) By-laws of Golden American Life Insurance Company (incorporated
by reference from the registrant's initial registration statement
on Form N-4 filed with the Securities and Exchange Commission on
July 27, 1988 (File No. 33-23351))
(ii) By-laws of Golden American Life Insurance Company, as amended
(incorporated by reference from the registrant's post-effective
amendment No. 5 to the registration statement on Form N-4 filed
with the Securities and Exchange Commission on May 2, 1991
(File No. 33-23351))
(iii) Certificate of Amendment of the By-laws of MB Variable Life
Insurance Company, as amended (incorporated by reference from
the registrant's registration statement on Form N-3 filed with
the Securities and Exchange Commission on August 19, 1992
(File No. 33-51028))
(iv) By-laws of Golden American Life Insurance Company, as amended
(12/21/93) (incorporated by reference from the registrant's
post-effective amendment No. 17 to the registration statement
filed with the Securities and Exchange Commission on May 2, 1994
(File No. 33-23351))
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Deferred Combination Variable and Fixed Annuity Contract
(incorporated by reference from exhibit 4(a) to registrant's pre-
effective amendment No. 1 to registrant's registration statement
on Form S-1 dated February 13, 1995 (File No. 33-87272))
(b) Deferred Combination Variable and Fixed Annuity Contract
application (incorporated by reference from exhibit 4(b) to
registrant's pre-effective amendment No. 1 to registrant's
registration statement on Form S-1 dated February 13, 1995
(File No. 33-87272))
(c) Individual Deferred Combination Variable and Fixed Annuity
application (incorporated by reference from exhibit 4(c) to
registrant's pre-effective amendment No. 1 to registrant's
registration statement on Form S-1 dated February 13, 1995
(File No. 33-87272))
INDEX
Exhibits to Form 10-Q
Six Months ended June 30, 1997
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(d) Group Deferred Combination Variable and Fixed Enrollment Form
(incorporated by reference from exhibit 4(d) to registrant's
pre-effective amendment No. 1 to registrant's registration
statement on Form S-1 dated February 13, 1995
(File No. 33-87272))
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 339,528
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 38
<MORTGAGE> 50,670
<REAL-ESTATE> 0
<TOTAL-INVEST> 408,510
<CASH> 15,152
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 26,637
<TOTAL-ASSETS> 1,974,917
<POLICY-LOSSES> 379,281
<UNEARNED-PREMIUMS> 4,068
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0
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0
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