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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Nos. 33-34562; 33-60288
ML LIFE INSURANCE COMPANY OF NEW YORK
(Exact name of Registrant as specified in its charter)
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New York 16-1020455
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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100 Church Street, 11th Floor
New York, New York 10080-6511
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(Address of Principal Executive Offices)
(212) 602-8250
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(Registrant's telephone no. including area code)
Securities registered pursuant to Section 12(b) or 12(g) of
the Act: None
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
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
Common 220,000
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REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH
THE REDUCED DISCLOSURE FORMAT.
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PART I
Item 1. Business.
The Registrant is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc. ("Merrill Lynch"), a corporation whose common stock
is traded on the New York Stock Exchange. The Registrant is a stock life
insurance company organized under the laws of the State of New York on November
28, 1973. The Registrant (originally named "Agway Life Insurance Company") was
purchased by The Equitable Life Assurance Society of the United States ("The
Equitable") for $9.5 million on May 21, 1986 and renamed Royal Tandem Life
Insurance Company. On September 11, 1991, Royal Tandem Life Insurance Company
changed its name to ML Life Insurance Company of New York.
Prior to 1987, the Registrant was engaged in the business of
issuing non-participating whole life and term life insurance contracts. During
1987, the Registrant entered into various agreements with Monitor Life
Insurance Company of New York ("Monitor") whereby Monitor initially coinsured
and administered, effective March 5, 1987, and then ultimately assumed,
effective July 31, 1987, the Registrant's ordinary non-participating individual
life insurance and annuity business.
On July 31, 1987, The Equitable sold 25% of its common stock
interest in the Registrant to Merrill Lynch for approximately $3 million.
Immediately following the sale, The Equitable and Merrill Lynch simultaneously
contributed their respective interests in the common stock of the Registrant to
the capital of Tandem Financial Group, Inc. ("TFG"). On October 11, 1989,
Merrill Lynch purchased all of the shares of capital stock of TFG owned by The
Equitable for $86.3 million, and TFG became a wholly owned subsidiary of
Merrill Lynch. On September 6, 1990, TFG changed its name to Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Registrant and its affiliate Merrill
Lynch Life Insurance Company ("Merrill Lynch Life") are direct wholly owned
subsidiaries of MLIG.
On November 14, 1990, the Registrant and Tandem Insurance
Group, Inc. ("Tandem Insurance," a life insurance company now merged with and
into Merrill Lynch Life) entered into an indemnity reinsurance and assumption
agreement. Pursuant to this agreement, on December 31, 1990, the Registrant
and Tandem Insurance reinsured on a 100% indemnity basis all variable life
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insurance policies (the "reinsured policies") issued by Monarch Life Insurance
Company ("Monarch Life") and sold through affiliates of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"). As a result, the Registrant became
obligated to reimburse Monarch Life for its net amount at risk with regard to
the reinsured policies. In connection with the indemnity reinsurance, assets
of approximately $65 million supporting general account reserves were
transferred from Monarch Life to the Registrant.
On various dates through April 22, 1991, the Registrant and
Tandem Insurance assumed the reinsured policies wherever permitted by
appropriate regulatory authorities, replacing Monarch Life. In connection with
the assumption, assets and reserves associated with the reinsured policies of
approximately $290 million were transferred to the Registrant, of which
approximately $261 million was held in the ML of New York Variable Life
Separate Account. The aggregate face amount of the reinsured policies assumed
by the Registrant was approximately $700 million.
Information pertaining to contract owner deposits, contract
owner account balances, and capital contributions can be found in the
Registrant's financial statements which are contained herein.
The Registrant is currently licensed to conduct life insurance
and annuity business in 9 states. It currently sells its annuity products and
variable life insurance products only in the state of New York. During 1997,
premium payments for annuity and life insurance products were made principally
in New York (88%, as measured by total contract owner deposits).
The Registrant's life insurance and annuity products are
sold only by licensed agents through Merrill Lynch Life Agency, Inc.("MLLA")
which is a wholly owned subsidiary of MLPF&S, pursuant to a general agency
agreement by and between the Registrant and MLLA. Sales are made by career
life insurance agents whose sole responsibility is the sale and servicing of
insurance, and by Financial Consultants of MLPF&S who are also licensed as
insurance agents. At December 31, 1997, approximately 1,765 agents of MLLA
were authorized to act for the Registrant.
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Item 2. Properties.
The Registrant's principal office is located at 100 Church
Street, 11th Floor, New York, New York, where all of the Registrant's records
are maintained. This office space is leased from MLPF&S. In addition,
personnel performing services for the Registrant pursuant to its Management
Services Agreement operate in MLIG office space. Merrill Lynch Insurance Group
Services, Inc. ("MLIGS"), an affiliate of MLIG owns office space in
Jacksonville, Florida. MLIGS also leases certain office space in Springfield,
Massachusetts from Picknelly Family Limited Partnership. MLIG occupies certain
office space in Plainsboro, New Jersey through Merrill Lynch. An allocable
share of the cost of each of these premises is paid by the Registrant through
the service agreement with MLIG.
Item 3. Legal Proceedings.
There is no material pending litigation to which the
Registrant is a party or of which any of its property is the subject, and there
are no legal proceedings contemplated by any governmental authorities against
the Registrant of which it has any knowledge.
Item 4. Submission of Matters to a Vote of Security Holders.
Information called for by this item is omitted pursuant to
General Instruction I. of Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) The Registrant is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"), which is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc. MLIG is the sole record holder of Registrant's
shares. Therefore, there is no public trading market for Registrant's common
stock.
On December 12, 1997, the Registrant paid a $15,000,000
dividend to MLIG. On November 25, 1996, the Registrant paid a
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$35,000,000 dividend to MLIG. The Registrant has declared no cash dividends on
its common stock at any other time during the two most recent fiscal years.
Under laws applicable to insurance companies domiciled in the State of New
York, notice of intention to declare a dividend must be filed with the New York
Superintendent of Insurance who may disallow the payment. See Note 6 to the
Registrant's financial statements.
(b) Not applicable.
Item 6. Selected Financial Data.
Information called for by this item is omitted pursuant to
General Instruction I. of Form 10-K.
Item 7. Management's Narrative Analysis of Results of
Operations.
Results of Operations
The Registrant's gross earnings are principally derived from
two sources: (i) the net income from investment of fixed rate life insurance
and annuity contract owner deposits less interest credited to contract owners,
commonly known as spread, and (ii) the charges imposed on variable life
insurance and variable annuity contracts. The costs associated with acquiring
contract owner deposits are amortized over the period in which the Registrant
anticipates holding those funds. In addition, the Registrant incurs expenses
associated with the maintenance of in-force contracts.
1997 compared to 1996
The Registrant recorded net earnings of $9.7 million and $9.2
million for 1997 and 1996, respectively.
Net investment income and interest credited to policyholders'
account balances for 1997 as compared to 1996 both declined by approximately $2
million. The reduction in net investment income is primarily attributable to
the reduction in fixed rate contracts in-force and stockholder dividend
payments. The decrease in interest credited to policyholders' account balances
is primarily attributable to the reduction in fixed rate
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contracts in-force. Additionally, during 1997, certain policyholder reserves
were determined to be in excess of amounts required, resulting in a $1 million
reduction to interest credited.
Net realized investment gains were $1.9 million and $2.2
million during 1997 and 1996, respectively. The decrease is primarily due to
credit related losses on fixed maturity investments during 1997.
Policy charge revenue increased $1.1 million (or 9%) during
the current year as compared to 1996. The increase in policy charge revenue is
primarily attributable to the increase in policyholders' variable account
balances. Asset based charges increased $1.3 million (or 23%) consistent with
the growth in the separate account assets. Non-asset based charges decreased
$0.2 million during 1997 as compared to 1996 primarily due to an increase in
the number of in-force variable life policies reaching the end of their
deferred policy load collection period.
The decrease in policy benefits of $0.5 million during 1997 as
compared to 1996 is attributable to favorable mortality experienced during 1997.
Reinsurance premium ceded increased $0.3 million to $1.6
million during 1997. This increase is attributable to the combined effect of
the increasing age of policyholders and increased insurance in-force resulting
from the strong equity markets.
Other Comprehensive Income
The Registrant recorded a $1.5 million decrease in other
comprehensive income during 1997 as compared to a $0.5 million decrease during
1996.
Other comprehensive income is impacted by the change in net
unrealized holding gains (losses) on investment securities and the related
adjustments to deferred policy acquisition costs, policyholders' liabilities
and deferred income taxes. Generally, the most significant factor that impacts
net unrealized holding gains (losses) on investment securities is changes in
interest
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rates. At December 31, 1997, interest rates had decreased by approximately 56
basis points from December 31, 1996 resulting in a $0.2 million increase in net
unrealized holding gains. However, offsetting this gain was the $2.4 million
reversal of prior year unrealized gains resulting from the disposition of a
single preferred stock investment during 1997. At December 31, 1996, interest
rates had increased by approximately 79 basis points from December 31, 1995.
Net unrealized holding gains (losses) have an inverse relationship to changes
in interest rates.
Segment Information
The Registrant's operations consist of one business segment, which is the
sale of life insurance and annuity products. The Registrant is not dependent
upon any single customer, and no single customer accounted for more than 10%
of its revenues during 1997.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The financial statements of Registrant are set forth in Part IV
hereof and are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Information called for by items 10 through 13 of this part is
omitted pursuant to General Instruction I. of Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements and Exhibits.
(1) The following financial statements of the Registrant are
filed as part of this report:
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a. Independent Auditors' Report dated February 23, 1998.
b. Balance Sheets at December 31, 1997 and 1996.
c. Statements of Earnings for the Years Ended December
31, 1997, 1996 and 1995.
d. Statements of Comprehensive Income for the Years
Ended December 31, 1997, 1996 and 1995.
e. Statements of Stockholder's Equity for the Years
Ended December 31, 1997, 1996 and 1995.
f. Statements of Cash Flows for the Years Ended December
31, 1997, 1996 and 1995.
g. Notes to Financial Statements for the Years Ended
December 31, 1997, 1996 and 1995.
(2) Not applicable.
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(3) The following exhibits are filed as part of this report
as indicated below:
3.1 Certificate of Amendment and Restatement of Charter
of Royal Tandem Life Insurance Company.
(Incorporated by reference to Exhibit 3(a) to the
Registrant's registration statement on Form S-1,
File No. 33-34562, filed April 26, 1990.)
3.2 By-Laws of Royal Tandem Life Insurance Company.
(Incorporated by reference to Exhibit 3(b) to the
Registrant's registration statement on Form S-1,
File No. 33-34562, filed April 26, 1990.)
3.3 Certificate of Amendment of the Charter of ML Life
Insurance Company of New York. (Incorporated by
reference to Exhibit 3(c) to Post-Effective
Amendment No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed
March 30, 1992.)
3.4 By-Laws of ML Life Insurance Company of New York.
(Incorporated by reference to Exhibit 3(d) to
Post-Effective Amendment No. 3 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed March 30, 1992.)
4.1 Modified Guaranteed Annuity Contract.
(Incorporated by reference to Exhibit 4(a) to
Pre-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.2 Modified Guaranteed Annuity Contract Application.
(Incorporated by reference to Exhibit 4(b) to
Pre-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.3 Qualified Retirement Plan Endorsement.
(Incorporated by reference to Exhibit 4(c) to
Pre-Effective Amendment No. 1 to the Registrant's
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registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.4 IRA Endorsement. (Incorporated by reference to
Exhibit 4(d) to Pre-Effective Amendment No. 1 to
the Registrant's registration statement on Form
S-1, File No. 33-34562, filed October 16, 1990.)
4.5 Company Name Change Endorsement. (Incorporated by
reference to Exhibit 4(e) to Post-Effective
Amendment No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed
March 30, 1992.)
4.6 IRA Endorsement, 1MLNY009 (Incorporated by
reference to Exhibit 4(d)(2) to Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed
March 31, 1994).
4.7 Modified Guaranteed Annuity Contract
MLNY-AY-991/94. (Incorporated by reference to
Exhibit 4(a)(2) to Post-Effective Amendment No. 3
to the Registrant's registration statement on Form
S-1, File No. 33-60288, filed December 7, 1994).
4.8 Qualified Retirement Plan Endorsement
MLNY-AYQ-991/94. (Incorporation by reference to
Exhibit 4(c)(2) to Post-Effective Amendment No. 3
to the Registrant's registration statement on Form
S-1, File No. 33-60288, filed December 7, 1994).
10.1 General Agency Agreement between Royal Tandem Life
Insurance Company and Merrill Lynch Life Agency
Inc. (Incorporated by reference to Exhibit 10(a)
to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-34562, filed October 16, 1990.)
10.2 Investment Management Agreement by and between
Royal Tandem Life Insurance Company and Equitable
Capital Management Corporation.
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(Incorporated by reference to Exhibit 10(b) to
Pre-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
10.3 Shareholders' Agreement by and among The Equitable
Life Assurance Society of the United States and
Merrill Lynch & Co., Inc. and Tandem Financial
Group, Inc. (Incorporated by reference to Exhibit
10(c) to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-34562, filed October 16, 1990.)
10.4 Service Agreement by and between Royal Tandem Life
Insurance Company and Tandem Financial Group, Inc.
(Incorporated by reference to Exhibit 10(d) to
Pre-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
10.5 Service Agreement by and between Tandem Financial
Group, Inc. and Merrill Lynch & Co., Inc.
(Incorporated by reference to Exhibit 10(e) to
Pre-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
10.6 Form of Investment Management Agreement by and
between Royal Tandem Life Insurance Company and
Merrill Lynch Asset Management, Inc. (Incorporated
by reference to Exhibit 10(f) to Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed
March 7, 1991.)
10.7 Assumption Reinsurance Agreement between Merrill
Lynch Life Insurance Company, Tandem Insurance
Group, Inc. and Royal Tandem Life Insurance Company
and Family Life Insurance Company. (Incorporated
by reference to Exhibit 10(g) to Post-Effective
Amendment No. 3 to the
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Registrant's registration statement on Form S-1,
File No. 33-34562, filed March 30, 1992.)
10.8 Indemnity Agreement between ML Life Insurance
Company of New York and Merrill Lynch Life Agency,
Inc. (Incorporated by reference to Exhibit 10(h)
to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form S-1,
File No. 33-34562, filed March 30, 1992.)
10.9 Amended General Agency Agreement between ML Life
Insurance Company of New York and Merrill Lynch
Life Agency, Inc. (Incorporated by reference to
Exhibit 10(i) to Post-Effective Amendment No. 3 to
the Registrant's registration statement on Form
S-1, File No. 33-34562, filed March 30, 1992.)
10.10 Amended Management Agreement between ML Life
Insurance Company of New York and Merrill Lynch
Asset Management, Inc. (Incorporated by reference
to Exhibit 10(j) to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed
March 30, 1993.)
10.11 Mortgage Loan Servicing Agreement between ML Life
Insurance Company of New York and Merrill Lynch &
Co., Inc. (Incorporated by reference to Exhibit
10(k) to Post-Effective Amendment No. 4 to the
Registrant's registration statement on Form S-1,
File No. 33-60288, filed March 29, 1995.)
24.1 Power of attorney of Frederick J.C. Butler.
(Incorporated by reference to Exhibit 24(a) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.2 Power of attorney of Michael P. Cogswell.
(Incorporated by reference to Exhibit 24(b) to
Post-Effective Amendment No. 1 to the
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Registrant's registration statement on Form S-1,
File No. 33-60288, filed March 31, 1994.)
24.3 Power of attorney of Joseph E. Crowne.
(Incorporated by reference to Exhibit 24(d) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.4 Power of attorney of David M. Dunford.
(Incorporated by reference to Exhibit 24(e) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.5 Power of attorney of Robert L. Israeloff.
(Incorporated by reference to Exhibit 24(g) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.6 Power of attorney of Allen N. Jones. (Incorporated
by reference to Exhibit 24(j) to Post Effective
Amendment No. 6 to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed
March 27, 1997.)
24.7 Power of attorney of Cynthia L. Kahn.
(Incorporated by reference to Exhibit 24(i) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.8 Power of attorney of Robert A. King. (Incorporated
by reference to Exhibit 24(j) to Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed
March 31, 1994.)
24.9 Power of attorney of Irving M. Pollack.
(Incorporated by reference to Exhibit 24(k) to
Post-Effective Amendment No. 1 to the
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Registrant's registration statement on Form S-1,
File No. 33-60288, filed March 31, 1994.)
24.10 Power of attorney of Barry G. Skolnick.
(Incorporated by reference to Exhibit 24(l) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.11 Power of attorney of Anthony J. Vespa.
(Incorporated by reference to Exhibit 24(n) to
Post-Effective Amendment No. 1 to the Registrant's
registration statement on Form S-1, File No.
33-60288, filed March 31, 1994.)
24.12 Power of attorney of Gail R. Farkas. (Incorporated
by reference to Exhibit 24(g) to Post-Effective
Amendment No. 5 to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed
March 26, 1996.)
24.13 Power of attorney of Stanley C. Peterson is filed
herewith.
27.1 Financial Data Schedule is filed herewith.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter
of the fiscal year ended December 31, 1997.
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INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheets at December 31, 1997 and 1996 . . . . . . . . . . . . . . . . .
Statements of Earnings for the Years Ended December 31,
1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements of Comprehensive Income for the Years Ended December 31, 1997, 1996
and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements of Stockholder's Equity for the Years Ended
December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . .
Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements for the Years Ended
December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . .
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INDEPENDENT AUDITORS' REPORT
The Board of Directors of
ML Life Insurance Company of New York:
We have audited the accompanying balance sheets of ML Life
Insurance Company of New York (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Insurance Group, Inc., as of
December 31, 1997 and 1996, and the related statements of
earnings, comprehensive income, stockholder's equity, and cash
flows for each of the three years in the period ended December
31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Company at
December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted
accounting principles.
February 23, 1998
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ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)
BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
(Dollars in Thousands)
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1997 1996
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ASSETS
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INVESTMENTS:
Fixed maturity securities, at estimated fair value
(amortized cost: 1997 - $250,695; 1996 - $264,341) $ 255,958 $ 269,103
Equity securities, at estimated fair value
(cost: 1997 - $5,830; 1996 - $8,975) 5,029 10,859
Mortgage loans - 2,057
Policy loans on insurance contracts 88,163 85,548
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Total Investments 349,150 367,567
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CASH AND CASH EQUIVALENTS 10,063 7,828
ACCRUED INVESTMENT INCOME 5,416 5,952
DEFERRED POLICY ACQUISITION COSTS 30,406 29,272
REINSURANCE RECEIVABLES 429 1,065
OTHER ASSETS 3,405 4,569
SEPARATE ACCOUNTS ASSETS 739,712 591,814
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TOTAL ASSETS $ 1,138,581 $ 1,008,067
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See notes to financial statements.
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1997 1996
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LIABILITIES AND STOCKHOLDER'S EQUITY
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LIABILITIES:
POLICY LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 307,333 $ 318,567
Claims and claims settlement expenses 2,007 2,572
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Total policy liabilities and accruals 309,340 321,139
OTHER POLICYHOLDER FUNDS 1,941 1,160
FEDERAL INCOME TAXES - DEFERRED 1,905 626
FEDERAL INCOME TAXES - CURRENT 2,255 2,099
AFFILIATED PAYABLES - NET 3,492 5,026
OTHER LIABILITIES 2,155 1,649
SEPARATE ACCOUNTS LIABILITIES 739,712 591,814
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Total Liabilities 1,060,800 923,513
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STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 220,000 shares
authorized, issued and outstanding 2,200 2,200
Additional paid-in capital 66,259 72,040
Retained earnings 9,692 9,219
Accumulated other comprehensive income (370) 1,095
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Total Stockholder's Equity 77,781 84,554
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,138,581 $ 1,008,067
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ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
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1997 1996 1995
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REVENUES:
Investment revenue:
Net investment income $ 25,465 $ 27,520 $ 29,819
Net realized investment gains (losses) 1,947 2,169 (265)
Policy charge revenue 13,064 11,959 10,864
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Total Revenues 40,476 41,648 40,418
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BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances 14,532 16,586 17,375
Market value adjustment expense 232 301 238
Policy benefits (net of reinsurance recoveries: 1997 - $690
1996 - $1,584; 1995 - $917) 781 1,311 528
Reinsurance premium ceded 1,584 1,262 1,227
Amortization of deferred policy acquisition costs 4,119 3,784 1,300
Insurance expenses and taxes 4,563 4,595 4,508
-------------- -------------- --------------
Total Benefits and Expenses 25,811 27,839 25,176
-------------- -------------- --------------
Earnings Before Federal Income Tax Provision 14,665 13,809 15,242
-------------- -------------- --------------
FEDERAL INCOME TAX PROVISION:
Current 2,905 102 1,692
Deferred 2,068 4,488 3,486
-------------- -------------- --------------
Total Federal Income Tax Provision 4,973 4,590 5,178
-------------- -------------- --------------
NET EARNINGS $ 9,692 $ 9,219 $ 10,064
============== ============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
NET EARNINGS $ 9,692 $ 9,219 $ 10,064
-------------- -------------- --------------
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Net unrealized gains (losses) on investment securities:
Net unrealized holding gains (losses) arising during the period (413) (4,206) 23,575
Reclassification adjustment for gains included in net earnings (1,771) (1,858) 294
-------------- -------------- --------------
Net unrealized gains (losses) on investment securities (2,184) (6,064) 23,869
Adjustments for:
Policyholder liabilities (70) 5,380 (13,149)
Deferred policy acquisition costs - - (3,177)
Income tax (expense) benefit related to items of
other comprehensive income 789 240 (2,641)
-------------- -------------- --------------
Other comprehensive income, net of tax (1,465) (444) 4,902
-------------- -------------- --------------
COMPREHENSIVE INCOME $ 8,227 $ 8,775 $ 14,966
============== ============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other Total
Common paid-in Retained Comprehensive stockholder's
stock capital earnings Income equity
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995 $ 2,200 $ 83,006 $ 13,970 $ (3,363) $ 95,813
Net earnings 10,064 10,064
Other comprehensive income, net of tax 4,902 4,902
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1995 2,200 83,006 24,034 1,539 110,779
Dividend to Parent (10,966) (24,034) (35,000)
Net earnings 9,219 9,219
Other comprehensive income, net of tax (444) (444)
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1996 2,200 72,040 9,219 1,095 84,554
Dividend to Parent (5,781) (9,219) (15,000)
Net earnings 9,692 9,692
Other comprehensive income, net of tax (1,465) (1,465)
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1997 $ 2,200 $ 66,259 $ 9,692 $ (370) $ 77,781
============= ============= ============= ============= =============
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 9,692 $ 9,219 $ 10,064
Adjustments to reconcile net earnings to net cash and
cash equivalents provided (used) by operating activities:
Amortization of deferred policy acquisition costs 4,119 3,784 1,300
Capitalization of policy acquisition costs (5,253) (2,134) (4,368)
Amortization, (accretion) and depreciation of investments (239) 1 (434)
Net realized investment (gains) losses (1,947) (2,169) 265
Interest credited to policyholders' account balances 14,532 16,586 17,375
Provision for deferred Federal income tax 2,068 4,488 3,486
Changes in operating assets and liabilities:
Accrued investment income 536 651 751
Claims and claims settlement expenses (565) (329) (1,413)
Federal income taxes - current 156 1,914 15
Other policyholder funds 781 421 (793)
Affiliated payable - net (1,534) 964 (180)
Policy loans on insurance contracts (2,615) (3,475) (4,246)
Other, net 2,306 (3,951) 1,723
-------------- -------------- --------------
Net cash and cash equivalents provided
by operating activities 22,037 25,970 23,545
-------------- -------------- --------------
INVESTING ACTIVITIES:
Sales of available-for-sale securities 88,882 155,645 68,736
Maturities of available-for-sale securities 51,060 34,455 38,420
Purchases of available-for-sale securities (120,965) (162,828) (103,568)
Mortgage loans principal payments received 2,057 1,975 -
Sales of mortgage loans - - 3,608
-------------- -------------- --------------
Net cash and cash equivalents provided
by investing activities 21,034 29,247 7,196
-------------- -------------- --------------
</TABLE>
See notes to financial statements. (Continued)
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued) (Dollars In Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
FINANCING ACTIVITIES:
Dividends paid to parent $ (15,000) $ (35,000) $ -
Policyholders' account balances:
Deposits 106,983 32,158 43,191
Withdrawals (including transfers to/from Separate Accounts) (132,819) (61,934) (77,460)
-------------- -------------- --------------
Net cash and cash equivalents used
by financing activities (40,836) (64,776) (34,269)
-------------- -------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,235 (9,559) (3,528)
CASH AND CASH EQUIVALENTS:
Beginning of year 7,828 17,387 20,915
-------------- -------------- --------------
End of year $ 10,063 $ 7,828 $ 17,387
============== ============== ==============
Supplementary Disclosure of Cash Flow Information:
Cash paid to (received from) affiliates for:
Federal income taxes $ 2,749 $ (1,812) $ 1,677
Interest 494 440 447
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance
Group, Inc.)
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Reporting: ML Life Insurance Company of New York (the
"Company") is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Company is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill
Lynch & Co.").
The Company sells non-participating life insurance and annuity
products which comprise one business segment. The primary
products that the Company currently markets are variable life
insurance, variable annuities, market value adjusted annuities,
and immediate annuities. The Company is licensed to sell
insurance in nine states; however, it currently limits its
marketing activities to the State of New York. The Company
markets its products solely through the retail network of
Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"),
a wholly-owned broker-dealer subsidiary of Merrill Lynch & Co.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles and
prevailing industry practices, both of which require
management to make estimates that affect the reported amounts and
disclosure of contingencies in the financial statements. Actual
results could differ from those estimates.
Revenue Recognition: Revenues for the Company's interest-
sensitive life, interest-sensitive annuity, variable life and
variable annuity products consist of policy charges for the
cost of insurance, deferred sales charges, policy administration
charges and/or withdrawal charges assessed against policyholders'
account balances during the period.
Policyholders' Account Balances: Liabilities for the
Company's universal life type contracts, including its life insurance
and annuity products, are equal to the full accumulation value of
such contracts as of the valuation date plus deficiency reserves
for certain products. Interest-crediting rates for the Company's
fixed-rate products are as follows:
Interest-sensitive life products 4.00% - 5.30%
Interest-sensitive deferred annuities 3.65% - 8.23%
Immediate annuities 3.00% - 10.00%
These rates may be changed at the option of the Company, subject
to minimum guarantees, after initial guaranteed rates expire.
Liabilities for unpaid claims equal the death benefit for those
claims which have been reported to the Company and an estimate
based upon prior experience for claims unreported.
Reinsurance: In the normal course of business, the Company seeks
to limit its exposure to loss on any single insured life and to
recover a portion of benefits paid by ceding reinsurance to other
insurance enterprises or reinsurers under indemnity reinsurance
agreements, primarily excess coverage and coinsurance agreements.
The maximum amount of mortality risk retained by the Company is
approximately $500 on a single life.
Indemnity reinsurance agreements do not relieve the Company from
its obligations to policyholders. Failure of reinsurers to honor
their obligations could result in losses to the Company. The
Company regularly evaluates the financial condition of its
reinsurers so as to minimize its exposure to significant losses
from reinsurer insolvencies. The Company holds collateral under
reinsurance agreements in the form of letters of credit and funds
withheld totaling $202 that can be drawn upon for delinquent
reinsurance recoverables.
As of December 31, 1997, the Company had life insurance inforce
that was ceded to other life insurance companies of $154,754.
Deferred Policy Acquisition Costs: Policy acquisition costs for
life and annuity contracts are deferred and amortized based on
the estimated future gross profits for each group of contracts.
These future gross profit estimates are subject to periodic
evaluation by the Company, with necessary revisions applied
against amortization to date. It is reasonably possible that
estimates of future gross profits could be reduced in the future,
resulting in a material reduction in the carrying amount of
deferred policy acquisition costs.
Policy acquisition costs are principally commissions and a
portion of certain other expenses relating to policy acquisition,
underwriting and issuance, that are primarily related to and vary
with the production of new business. Certain costs and expenses
reported in the statements of earnings are net of amounts deferred.
Policy acquisition costs can also arise from the acquisition or
reinsurance of existing in-force policies from other insurers.
These costs include ceding commissions and professional fees
related to the reinsurance assumed. The deferred costs are
amortized in proportion to the estimated future gross profits over
the anticipated life of the acquired insurance contracts utilizing
an interest methodology.
The Company has entered into an assumption reinsurance agreement
with an unaffiliated insurer. The acquisition costs relating to
this agreement are being amortized over a twenty-year period using
an effective interest rate of 9.01%. This reinsurance agreement
provides for payment of contingent ceding commissions based upon
the persistency and mortality experience of the insurance contracts
assumed. Any payments made for the contingent ceding commissions
will be capitalized and amortized using an identical methodology
as that used for the initial acquisition costs. The following is a
reconciliation of the acquisition costs related to the reinsurance
agreement for the years ended December 31:
<PAGE>
1997 1996 1995
----------- ----------- -----------
Beginning balance $ 17,151 $ 17,654 $ 14,923
Capitalized amounts 577 577 1,553
Interest accrued 1,651 1,566 2,138
Amortization (2,829) (2,646) (960)
----------- ----------- -----------
Ending balance $ 16,550 $ 17,151 $ 17,654
=========== =========== ===========
The following table presents the expected amortization, net of interest
accrued, of these deferred acquisition costs over the next five years.
The amortization may be adjusted based on periodic evaluation of the
expected gross profits on the reinsured policies.
1998 1,228
1999 1,105
2000 994
2001 895
2002 805
Investments: The Company's investments in fixed maturity and equity
securities are classified as available-for-sale securities, which are
carried at estimated fair value with unrealized gains and losses
included in stockholder's equity, net of tax. If a decline in value
of a security is determined by management to be other-than-temporary,
the carrying value is adjusted to the estimated fair value at the date
of this determination and recorded as net realized investment gains
(losses).
For fixed maturity securities, premiums are amortized to the earlier of
the call or maturity date, discounts are accreted to the maturity date,
and interest income is accrued daily. For equity securities, dividends
are recognized on the ex-dividend date. Realized gains and losses on
the sale or maturity of the investments are determined on the basis of
specific identification.
Certain fixed maturity securities are considered non-investment grade.
The Company defines non-investment grade fixed maturity securities as
unsecured debt obligations that do not have a rating equivalent to
Standard and Poor's (or similar rating agency) BBB- or higher.
As of December 31, 1997, the Company has no mortgage loans
outstanding. Mortgage loans were stated at unpaid principal
balances, net of valuation allowances. Such valuation allowances
were based on the decline in value expected to be realized on
mortgage loans that may not be collectible in full. In establishing
valuation allowances, management considered, among other things, the
estimated fair value of the underlying collateral.
The Company recognized income from mortgage loans based on the cash
payment interest rate of the loan, which may be different from the
accrual interest rate of the loan for certain outstanding mortgage
loans. The Company recognized a realized gain at the date of the
satisfaction of the loan at contractual terms for loans where there
was a difference between the cash payment interest rate and the
accrual interest rate. For all loans, the Company stopped accruing
income when an interest payment default either occurred or was
probable. Impairments of mortgage loans were established as
valuation allowances and recorded to net realized investment gains
or losses.
Policy loans on insurance contracts are stated at unpaid principal
balances.
Income Taxes: The results of operations of the Company are
included in the consolidated Federal income tax return of Merrill
Lynch & Co. The Company has entered into a tax-sharing agreement with
Merrill Lynch & Co. whereby the Company will calculate its current
tax provision based on its operations. Under the agreement, the
Company periodically remits to Merrill Lynch & Co. its current federal
tax liability.
The Company uses the asset and liability method in providing income
taxes on all transactions that have been recognized in the financial
statements. The asset and liability method requires that deferred
taxes be adjusted to reflect the tax rates at which future taxable
amounts will be settled or realized. The effects of tax rate changes
on future deferred tax liabilities and deferred tax assets, as well
as other changes in income tax laws, are recognized in net earnings in
the period such changes are enacted. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
Insurance companies are generally subject to taxes on premiums and in
substantially all states are exempt from state income taxes.
Separate Accounts: Separate Accounts are established in conformity with
New York State Insurance Law, the Company's domiciliary state, and are
generally not chargeable with liabilities that arise from any other
business of the Company. Separate Accounts assets may be subject to
general claims of the Company only to the extent the value of such
assets exceeds Separate Accounts liabilities.
Assets and liabilities of Separate Accounts, representing net deposits
and accumulated net investment earnings less fees, held primarily for
the benefit of policyholders, are shown as separate captions in the
balance sheets.
Statements of Comprehensive Income: During 1997, the Company adopted
SFAS No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS
No. 130 defines comprehensive income as all non-owner changes in equity
during a period. Comprehensive income is reported in the Statements of
Comprehensive Income included in the financial statements for the years
ended December 31, 1997, 1996 and 1995.
Statements of Cash Flows: For the purpose of reporting cash flows, cash
and cash equivalents include cash on hand and on deposit and short-term
investments with original maturities of three months or less.
Reclassifications: To facilitate comparisons with the current year,
certain amounts in the prior years have been reclassified.
<PAGE>
NOTE 2. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments are carried at fair value or amounts that
approximate fair value. The carrying value of financial instruments
as of December 31 were:
1997 1996
-------------- --------------
Assets:
Fixed maturity securities (1) $ 255,958 $ 269,103
Equity securities (1) 5,029 10,859
Mortgage loans (2) - 2,057
Policy loans on insurance contracts (3) 88,163 85,548
Cash and cash equivalents (4) 10,063 7,828
Separate Accounts assets (5) 739,712 591,814
-------------- --------------
Total financial instruments recorded as assets $ 1,098,925 $ 967,209
============== ==============
(1) For publicly traded securities, the estimated fair value
is determined using quoted market prices. For securities
without a readily ascertainable market value, the Company
has determined an estimated fair value using a discounted
cash flow model, including provision for credit risk, based
upon the assumption that such securities will be held to
maturity. Such estimated fair values do not necessarily
represent the values for which these securities could have
been sold at the dates of the balance sheets. At December
31, 1997 and 1996, securities without a readily ascertainable
market value, having an amortized cost of $47,064 and $55,323,
had an estimated fair value of $48,188 and $57,018, respectively.
(2) The estimated fair value of mortgage loans approximates
the carrying value.
(3) The Company estimates the fair value of policy loans as equal to
the book value of the loans. Policy loans are fully collateralized
by the account value of the associated insurance contracts, and
the spread between the policy loan interest rate and the interest
rate credited to the account value held as collateral is fixed.
(4) The estimated fair value of cash and cash equivalents approximates
the carrying value.
(5) Assets held in Separate Accounts are carried at quoted market values.
<PAGE>
NOTE 3: INVESTMENTS
The amortized cost and estimated fair value of investments in fixed maturity
and equity securities as of December 31 were:
<TABLE>
<CAPTION>
1997
-------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Fixed maturity securities:
Corporate debt securities $ 198,266 $ 4,595 $ 777 $ 202,084
Mortgage-backed securities 34,726 1,135 5 35,856
U.S. government and agencies 13,593 268 11 13,850
Municipals 2,090 90 - 2,180
Foreign governments 2,020 - 32 1,988
------------- ------------- ------------- -------------
Total fixed maturity securities $ 250,695 $ 6,088 $ 825 $ 255,958
============= ============= ============= =============
Equity securities:
Non-redeemable preferred stocks $ 4,507 $ - $ 34 $ 4,473
Common stocks 1,323 - 767 556
------------- ------------- ------------- -------------
Total equity securities $ 5,830 $ - $ 801 $ 5,029
============= ============= ============= =============
1996
-------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
Fixed maturity securities:
Corporate debt securities $ 212,290 $ 4,743 $ 556 $ 216,477
Mortgage-backed securities 46,204 827 383 46,648
U.S. government and agencies 830 230 - 1,060
Foreign governments 5,017 10 109 4,918
------------- ------------- ------------- -------------
Total fixed maturity securities $ 264,341 $ 5,810 $ 1,048 $ 269,103
============= ============= ============= =============
Equity securities:
Non-redeemable preferred stocks $ 7,237 $ 2,429 $ 38 $ 9,628
Common stocks 1,738 260 767 1,231
------------- ------------- ------------- -------------
Total equity securities $ 8,975 $ 2,689 $ 805 $ 10,859
============= ============= ============= =============
</TABLE>
<PAGE>
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1997 by contractual maturity were:
Estimated
Amortized Fair
Cost Value
----------- -----------
Fixed maturity securities:
Due in one year or less $ 33,356 $ 33,722
Due after one year through five years 113,217 115,861
Due after five years through ten years 51,746 52,536
Due after ten years 17,650 17,983
----------- -----------
215,969 220,102
Mortgage-backed securities 34,726 35,856
----------- -----------
Total fixed maturity securities $ 250,695 $ 255,958
=========== ===========
Fixed maturity securities not due at a single maturity date
have been included in the preceding table in the year of final
maturity. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment
penalties.
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1997 by rating agency equivalent
were:
Estimated
Amortized Fair
Cost Value
----------- -----------
AAA $ 76,429 $ 78,021
AA 18,804 19,191
A 74,572 75,612
BBB 70,762 73,204
Non-investment grade 10,128 9,930
----------- -----------
Total fixed maturity securities $ 250,695 $ 255,958
=========== ===========
<PAGE>
The Company has recorded certain adjustments to deferred policy
acquisition costs and policyholders' account balances in
conjunction with investments classified as available-for-sale. The
Company adjusts those assets and liabilities as if the unrealized
investment gains or losses from securities classified as available-
for-sale had actually been realized, with corresponding credits or
charges reported directly to shareholder's equity. The following
reconciles the net unrealized investment gain (loss) on investment
securities classified as available-for-sale as of December 31:
1997 1996
----------- -----------
Assets:
Fixed maturity securities $ 5,263 $ 4,762
Equity securities (801) 1,884
----------- -----------
4,462 6,646
----------- -----------
Liabilities:
Policyholders' account balances 5,032 4,962
Federal income taxes - deferred (200) 589
----------- -----------
4,832 5,551
----------- -----------
Stockholder's equity:
Net unrealized investment gain (loss) on
investment securities $ (370) $ 1,095
=========== ==========
Proceeds and gross realized investment gains and losses from the sale of
available-for-sale securities for the years ended December 31 were:
1997 1996 1995
----------- ----------- -----------
Proceeds $ 88,882 $ 155,645 $ 68,736
Gross realized investment gains 4,077 2,677 1,709
Gross realized investment losses 2,130 508 1,640
The Company owned investment securities of $1,076 and $1,060 that were
deposited with insurance regulatory authorities at December 31, 1997 and
1996, respectively.
<PAGE>
Net investment income arose from the following sources for the
years ended December 31:
1997 1996 1995
----------- ----------- -----------
Fixed maturity securities $ 19,815 $ 22,153 $ 25,046
Equity securities 761 183 -
Mortgage loans 81 388 686
Policy loans on insurance contracts 4,333 4,133 3,903
Cash and cash equivalents 1,293 1,559 1,103
Other 65 - -
----------- ----------- ------------
Gross investment income 26,348 28,416 30,738
Less investment expenses (883) (896) (919)
----------- ----------- ------------
Net investment income $ 25,465 $ 27,520 $ 29,819
=========== =========== ============
Net realized investment gains (losses), including changes in valuation
allowances, for the years ended December 31:
1997 1996 1995
----------- ----------- ------------
Fixed maturity securities $ (1,268) $ 657 $ 985
Equity securities 3,215 1,512 (916)
Mortgage loans - - (334)
----------- ----------- ------------
Net realized investment gains
(losses) $ 1,947 $ 2,169 $ (265)
=========== =========== ============
The following is a reconciliation of the change in valuation
allowances which have been recorded to reflect other-than-temporary
declines in estimated fair value of mortgage loans for the years ended
December 31, 1995. During 1997 and 1996, there were no valuation
allowances recorded:
Balance at Additions Balance at
Beginning Charged to Write - End
of Year Operations Downs of Year
------------ ------------ ------------ ------------
1995 1,536 - 1,536 -
The Company held no investments at December 31, 1997 which have been
non-income producing for the preceding twelve months.
<PAGE>
NOTE 4: FEDERAL INCOME TAXES
The following is a reconciliation of the provision for income taxes
based on earnings before federal income taxes, computed using the
Federal statutory tax rate, with the provision for income taxes for
the years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Provision for income taxes computed at Federal statutory rate $ 5,133 $ 4,833 $ 5,334
State corporate income taxes - (10) (91)
Decrease in income taxes resulting from:
Dividend received deduction (160) (235) (31)
Other - 2 (34)
--------- --------- ----------
Federal income tax provision $ 4,973 $ 4,590 $ 5,178
========= ========= ==========
</TABLE>
The Federal statutory rate for each of the three years in the period
ended December 31, 1997 was 35%.
The Company provides for deferred income taxes resulting from temporary
differences that arise from recording certain transactions in different
years for income tax reporting purposes than for financial reporting
purposes. The sources of these differences and the tax effect of each
are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Deferred policy acquisition costs $ 315 $ (259) $ 1,239
Policyholders' account balances (140) 4,053 738
Liability for guaranty fund assessments (50) 50 -
Investment adjustments 1,943 642 1,445
Other - 2 64
--------- --------- ---------
Deferred Federal income tax provision $ 2,068 $ 4,488 $ 3,486
========= ========= =========
</TABLE>
<PAGE>
Deferred tax assets and liabilities as of December 31 are
determined as follows:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Policyholders' account balances $ 4,364 $ 4,224
Investment adjustments (4) 1,939
Net unrealized investment loss 200 -
--------- ---------
Total deferred tax assets 4,560 6,163
--------- ---------
Deferred tax liabilities:
Deferred policy acquisition costs 6,465 6,150
Liability for guaranty fund assessments - 50
Net unrealized investment gain - 589
--------- ---------
Total deferred tax liabilities 6,465 6,789
--------- ---------
Net deferred tax liability $ 1,905 $ 626
========= =========
</TABLE>
The Company anticipates that all deferred tax assets will be
realized, therefore no valuation allowance has been provided.
<PAGE>
NOTE 5: RELATED PARTY TRANSACTIONS
The Company and MLIG are parties to a service agreement whereby
MLIG has agreed to provide certain accounting, data processing,
legal, actuarial, management, advertising and other services to
the Company. Expenses incurred by MLIG in relation to this
service agreement are reimbursed by the Company on an allocated
cost basis. Charges billed to the Company by MLIG pursuant to
the agreement were $4,305, $4,258 and $3,968 for 1997, 1996 and
1995 respectively. The Company is allocated interest expense on
its accounts payable to MLIG which approximates the daily
Federal funds rate. Total intercompany interest paid was $64,
$74 and $88 for 1997, 1996 and 1995, respectively.
The Company and Merrill Lynch Asset Management, L.P. ("MLAM")
are parties to a service agreement whereby MLAM has agreed to
provide certain invested asset management services to the
Company. The Company pays a fee to MLAM for these services
through the MLIG service agreement. Charges attributable to
this agreement and allocated to the Company by MLIG were $159,
$186 and $206 for 1997, 1996 and 1995, respectively.
The Company has a general agency agreement with Merrill Lynch
Life Agency Inc. ("MLLA") whereby registered representatives of
MLPF&S, who are the Company's licensed insurance agents,
solicit applications for contracts to be issued by the Company.
MLLA is paid commissions for the contracts sold by such agents.
Commissions paid to MLLA were $4,130, $1,334 and $2,424 for
1997, 1996 and 1995, respectively. Substantially all of these
commissions were capitalized as deferred policy acquisition
costs and are being amortized in accordance with the policy
discussed in Note 1.
In connection with the acquisition of a block of variable life
insurance business from Monarch Life Insurance Company
("Monarch Life"), the Company borrowed funds from Merrill Lynch
& Co. to partially finance the transaction. As of December 31,
1997 and 1996, the outstanding balance of these loans were
$1,156 and $3,075, respectively. Repayments made on these loans
during 1997, 1996, and 1995 were $1,919, $0 and $1,261,
respectively. Interest was calculated on these loans at LIBOR
plus 150 basis points. Intercompany interest paid on these
loans during 1997, 1996 and 1995 was $359, $366 and $359,
respectively.
Affiliated agreements generally contain reciprocal indemnity
provisions pertaining to each party's representations and
contractual obligations thereunder.
NOTE 6: STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS
Notice of intention to declare a dividend must be filed with
the New York Superintendent of Insurance who may disallow the
payment. During 1997 and 1996, the Company paid dividends of
$15,000 and $35,000, respectively, to MLIG. No dividends were
declared or paid during 1995. Statutory capital and surplus at
December 31, 1997 and 1996, was $51,080 and $52,895,
respectively.
Applicable insurance department regulations require that the
Company report its accounts in accordance with statutory
accounting practices. Statutory accounting practices primarily
differ from the principals utilized in these financial
statements by charging policy acquisition costs to expense as
incurred, establishing future policy benefit reserves using
different actuarial assumptions, not providing for deferred
income taxes and valuing securities on a different basis. The
Company's statutory net income for 1997, 1996 and 1995 was
$9,888, $12,884 and $3,080, respectively.
The National Association of Insurance Commissioners ("NAIC")
utilizes the Risk Based Capital ("RBC") adequacy monitoring
system. The RBC calculates the amount of adjusted capital which
a life insurance company should have based upon that company's
risk profile. As of December 31, 1997, and 1996, based on the
RBC formula, the Company's total adjusted capital level was
649% and 626%, respectively, of the minimum amount of capital
required to avoid regulatory action.
NOTE 7: COMMITMENTS AND CONTINGENCIES
State insurance laws generally require that all life insurers
who are licensed to transact business within a state become
members of the state's life insurance guaranty association.
These associations have been established for the protection of
policyholders from loss (within specified limits) as a result
of the insolvency of an insurer. At the time an insolvency
occurs, the guaranty association assesses the remaining members
of the association an amount sufficient to satisfy the
insolvent insurer's policyholder obligations (within specified
limits). Based upon the public information available at this
time, management believes the Company has no material financial
obligations to state guaranty associations.
In the normal course of business, the Company is subject to
various claims and assessments. Management believes the
settlement of these matters would not have a material effect on
the financial position or results of operations of the Company.
<PAGE>
<PAGE> 17
NOTE 8. LIFE INSURANCE IN FORCE
<TABLE>
<CAPTION>
Percentage
Ceded to Assumed of amount
Gross other from other Net assumed to
amount companies companies amount net
<S> <C> <C> <C> <C> <C>
Life insurance
in force
894,547 154,754 892,383 1,632,176 55%
</TABLE>
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 15(d) 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.
ML Life Insurance Company of New York
-------------------------------------
(Registrant)
Date: March 27, 1998 By: /s/ Joseph E. Crowne, Jr.
-----------------------------------
Joseph E. Crowne, Jr.
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*
- --------------------- Chairman of the Board, President March 27, 1998
Anthony J. Vespa and Chief Executive Officer --------------
/s/ Joseph E. Crowne, Jr. Director, Senior Vice President, March 27, 1998
- ------------------------- Chief Financial Officer, Chief -------------
Joseph E. Crowne, Jr. Actuary and Treasurer
/s/ Barry G. Skolnick Director, Senior Vice President and March 27, 1998
- ---------------------- General Counsel* --------------
Barry G. Skolnick
*
- --------------------- Director, Senior Vice President and March 27, 1998
David M. Dunford Chief Investment Officer --------------
</TABLE>
<PAGE> 19
<TABLE>
<S> <C> <C>
*
- --------------------- Director and Senior Vice President March 27, 1998
Gail R. Farkas --------------
*
- --------------------- Director, Vice President and Senior March 27, 1998
Michael P. Cogswell Counsel --------------
*
- --------------------- Director March 27, 1998
Frederick J.C. Butler --------------
*
- --------------------- Director March 27, 1998
Robert L. Israeloff --------------
*
- --------------------- Director March 27, 1998
Allen N. Jones --------------
*
- --------------------- Director March 27, 1998
Cynthia L. Kahn --------------
*
- --------------------- Director March 27, 1998
Robert A. King --------------
*
- --------------------- Director March 27, 1998
Stanley C. Peterson --------------
*
- --------------------- Director March 27, 1998
Irving M. Pollack --------------
</TABLE>
*Signing in his own capacity and as Attorney-in-Fact.
<PAGE> 20
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant
to Section 12 of the Act.
No annual report covering the Registrant's last fiscal year or proxy
material has been or will be sent to Registrant's security holder.
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
3.1 Certificate of Amendment and Restatement Incorporated by reference to Exhibit 3(a)
of Charter of Royal Tandem Life Insurance to the Registrant's registration statement
Company. on Form S-1, File No. 33-34562, filed
April 26, 1990.
3.2 By-Laws of Royal Tandem Life Insurance Incorporated by reference to Exhibit 3(b)
Company. to the Registrant's registration statement
on Form S-1, File No. 33-34562, filed
April 26, 1990.
3.3 Certificate of Amendment of the Charter of Incorporated by reference to Exhibit 3(c)
ML Life Insurance Company of New York. to Post-Effective Amendment No. 3 to the
Registrant's registration statement on
Form S-1, File No. 33-34562, filed March
30, 1992.
3.4 By-Laws of ML Life Incorporated by reference to
Insurance Company of Exhibit 3(d) to Post-Effective Amendment
New York. No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-34562,
filed March 30, 1992.
</TABLE>
- E-1 -
<PAGE> 22
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
4.1 Modified Guaranteed Annuity Contract. Incorporated by reference to Exhibit 4(a)
to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
4.2 Modified Guaranteed Annuity Contract Incorporated by reference to Exhibit 4(b)
Application. to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
4.3 Qualified Retirement Plan Endorsement. Incorporated by reference to Exhibit 4(c)
to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
4.4 IRA Endorsement. Incorporated by reference to Exhibit 4(d)
to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
</TABLE>
- E-2 -
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
4.5 Company Name Change Incorporated by reference to Exhibit 4(e)
Endorsement. to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form
S-1, File No. 33-34562, filed March 30, 1992.
4.6 IRA Endorsement, MLNY009. Incorporated by reference to Exhibit
4(d)(2) to Post-Effective Amendment No. 1
to the Registrant's registration statement
on Form S-1, File No. 33-60288, filed
March 31, 1994.
4.7 Modified Guaranteed Annuity Contract Incorporated by reference to Exhibit
MLNY-AY-991/94. 4(a)(2) to Post-Effective Amendment No. 3
to the Registrant's registration statement
on Form S-1, File No. 33-60288, filed
December 7, 1994.
4.8 Qualified Retirement Plan Endorsement Incorporated by reference to Exhibit
MLNY-AYQ-991/94. 4(c)(2) to Post-Effective Amendment No. 3
to the Registrant's registration statement
on Form S-1, File No. 33-60288, filed
December 7, 1994.
</TABLE>
- E-3 -
<PAGE> 24
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
10.1 General Agency Agreement between Royal Incorporated by reference to Exhibit 10(a)
Tandem Life Insurance Company and Merrill to Pre-Effective Amendment No. 1 to the
Lynch Life Agency Inc. Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
10.2 Investment Management Agreement by and Incorporated by reference to Exhibit 10(b)
between Royal Tandem Life Insurance to Pre-Effective Amendment No. 1 to the
Company and Equitable Capital Management Registrant's registration statement on
Corporation. Form S-1, File No. 33-34562, filed October
16, 1990.
10.3 Shareholders' Agreement by and among The Incorporated by reference to Exhibit 10(c)
Equitable Life Assurance Society of the to Pre-Effective Amendment No. 1 to the
United States and Merrill Lynch & Co., Registrant's registration statement on
Inc. and Tandem Financial Group, Inc. Form S-1, File No. 33-34562, filed October
16, 1990.
10.4 Service Agreement by and between Royal Incorporated by reference to Exhibit 10(d)
Tandem Life Insurance Company and Tandem to Pre-Effective Amendment No. 1 to the
Financial Group, Inc. Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
</TABLE>
- E-4 -
<PAGE> 25
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
10.5 Service Agreement by and between Tandem Incorporated by reference to Exhibit 10(e)
Financial Group, Inc. and Merrill Lynch & to Pre-Effective Amendment No. 1 to the
Co., Inc. Registrant's registration statement on
Form S-1, File No. 33-34562, filed October
16, 1990.
10.6 Form of Investment Management Agreement by Incorporated by reference to Exhibit 10(f)
and between Royal Tandem Life Insurance to Post-Effective Amendment No. 1 to the
Company and Merrill Lynch Asset Registrant's registration statement on
Management, Inc. Form S-1, File No. 33-34562, filed March
7, 1991.
10.7 Assumption Reinsurance Agreement between Incorporated by reference to Exhibit 10(g)
Merrill Lynch Life Insurance Company, to Post-Effective Amendment No. 3 to the
Tandem Insurance Group, Inc. and Royal Registrant's registration statement on
Tandem Life Insurance Company and Family Form S-1, File No. 33-34562, filed March
Life Insurance Company. 30, 1992.
10.8 Indemnity Agreement between ML Life Incorporated by reference to Exhibit 10(h)
Insurance Company of New York and Merrill to Post-Effective Amendment No. 3 to the
Lynch Life Agency, Inc. Registrant's registration statement on
Form S-1, File No. 33-34562, filed March
30, 1992.
</TABLE>
- E-5 -
<PAGE> 26
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
10.9 Amended General Agency Agreement between Incorporated by reference to Exhibit 10(i)
ML Life Insurance Company of New York and to Post-Effective Amendment No. 3 to the
Merrill Lynch Life Agency, Inc. Registrant's registration statement on
Form S-1, File No. 33-34562, filed March
30, 1992.
10.10 Amended Management Agreement between ML Incorporated by reference to Exhibit 10(j)
Life Insurance Company of New York and to the Registrant's registration statement
Merrill Lynch Asset Management, Inc. on Form S-1, File No. 33-60288, filed
March 30, 1993.
10.11 Mortgage Loan Servicing Agreement between Incorporated by reference to Exhibit 10(k)
ML Life Insurance Company of New York and to the Registrant's registration statement
Merrill Lynch & Co., Inc. on Form S-1, File No. 33-60288, filed
March 29, 1995.
24.1 Power of attorney of Frederick J.C. Incorporated by reference to Exhibit 24(a)
Butler. to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.2 Power of attorney of Michael P. Cogswell. Incorporated by reference to Exhibit 24(b)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
</TABLE>
- E-6 -
<PAGE> 27
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
24.3 Power of attorney of Joseph E. Crowne. Incorporated by reference to Exhibit 24(d)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.4 Power of attorney of David M. Dunford. Incorporated by reference to Exhibit 24(e)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.5 Power of attorney of Robert L. Israeloff. Incorporated by reference to Exhibit 24(g)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.6 Power of attorney of Allen N. Jones. Incorporated by reference to Exhibit 24(j)
to Post-Effective Amendment No. 6 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
27, 1997.
</TABLE>
- E-7 -
<PAGE> 28
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
24.7 Power of attorney of Cynthia L. Kahn. Incorporated by reference to Exhibit 24(i)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.8 Power of attorney of Robert A. King. Incorporated by reference to Exhibit 24(j)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.9 Power of attorney of Irving M. Pollack. Incorporated by reference to Exhibit 24(k)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form
S-1, File No. 33-60288, filed March 31, 1994.
24.10 Power of attorney of Barry G. Skolnick. Incorporated by reference to Exhibit 24(l)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
</TABLE>
- E-8 -
<PAGE> 29
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
24.11 Power of attorney of Anthony J. Vespa. Incorporated by reference to Exhibit 24(n)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
31, 1994.
24.12 Power of attorney of Incorporated by reference to Exhibit 24(g)
Gail R. Farkas. to Post-Effective Amendment No. 5 to the
Registrant's registration statement on
Form S-1, File No. 33-60288, filed March
26, 1996.
24.13 Power of attorney of Stanley C. Peterson. Exhibit 24.13
27.1 Financial Data Schedule Exhibit 27.1
</TABLE>
- E-9 -
<PAGE> 1
EXHIBIT 24.13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Stanley C. Peterson, a
member of the Board of Directors of ML Life Insurance Company of New York (the
"Company"), whose signature appears below, constitutes and appoints Barry G.
Skolnick and Michael P. Cogswell, respectively, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Registration Statements and Amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, under the Investment Company Act of 1940, where
applicable, and the Securities Act of 1933, respectively, with the Securities
and Exchange Commission, for the purpose of registering any and all variable
life and variable annuity separate accounts (collectively "Separate Accounts"),
of the Company that may be established in connection with the issuance of any
and all variable life and variable annuity contracts funded by such Separate
Accounts, granting unto said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done.
Date: /s/ Stanley C. Peterson .
------------------------------------
Stanley C. Peterson
- ---
State of New Jersey )
County of Middlesex )
On the 17th day of March, 1998, before me came Stanley C.
Peterson, Director of ML Life Insurance Company of New York, to me known to be
said person and he signed the above Power of Attorney on behalf of ML Life
Insurance Company of New York.
/s/ Carol ElSayed
---------------------------------
[SEAL] Notary Public
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 255,958
<EQUITIES> 5,029
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 349,150
<CASH> 10,063
<RECOVER-REINSURE> 429
<DEFERRED-ACQUISITION> 30,406
<TOTAL-ASSETS> 1,138,581
<POLICY-LOSSES> 2,007
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 1,941
<POLICY-HOLDER-FUNDS> 307,333
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,200
<OTHER-SE> 75,581
<TOTAL-LIABILITY-AND-EQUITY> 1,138,581
0
<INVESTMENT-INCOME> 25,465
<INVESTMENT-GAINS> 1,947
<OTHER-INCOME> 13,064
<BENEFITS> 781
<UNDERWRITING-AMORTIZATION> 4,119
<UNDERWRITING-OTHER> 4,563
<INCOME-PRETAX> 14,665
<INCOME-TAX> 4,973
<INCOME-CONTINUING> 9,692
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,692
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
