MANUFACTURERS LIFE INSURANCE CO OF NEW YORK
10-Q, 1998-11-13
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549
                               __________________

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1998
                             _____________________

             Securities and Exchange Commission File No. 333-31491

              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
             (Exact name of registrant as specified in its charter)

                                    NEW YORK
         (State or other jurisdiction of incorporation or organization)

                                   22-2265014
                      (I.R.S. Employer Identification No.)

                           555 Theodore Fremd Avenue
                              Rye, New York  10580
                    (Address of principal executive offices)

                                 (914) 921-1020
              (Registrant's telephone number, including area code)

                             _____________________

Indicated by check market whether the registrant (1) has filed reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     __X__ Yes                  ____ _ No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's sole class of common stock, as
of September 30, 1998 was 2,000,000.


<PAGE>   2


              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK


                         Quarterly Report on Form 10-Q
                    For the period ended September 30, 1998
                               Table of Contents




<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>      <C>                                                                                          <C>
Part I   Financial Information

Item 1.  Financial Statements

         Balance Sheets as of September 30, 1998 and December 31, 1997                                 3

         Statements of Income for the nine months and three months ended September 30, 1998 and 1997   4

         Statements of Cash Flows for the nine months ended September 30, 1998 and 1997                5

         Notes to Consolidated Financial Statements                                                    6

Item 2.  Management Discussion and Analysis of Results of Operations and Financial Condition           7

Part II  Other Information

Item 1   Legal Proceedings                                                                             12

Item 2   Change in Securities                                                                          12

Item 3   Default upon Senior Securities                                                                12

Item 4   Submission of matters to a vote of Security Holders                                           12

Item 5   Other Information                                                                             12

Item 6A  Exhibits                                                                                      12

Item 6B                                                                                                14
</TABLE>


                                       2


<PAGE>   3



              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK

              The Manufacturers Life Insurance Company of New York

                           Balance Sheets (Unaudited)


<TABLE>
<S>                                                       <C>                  <C>
                                                              AS AT                  AS AT
                                                       SEPTEMBER 30            DECEMBER 31
ASSETS  ($ thousands)                                          1998                   1997
                                                       ------------            -----------
                                                        (UNAUDITED)
INVESTMENTS:
Fixed maturities available-for-sale, at fair value
(amortized cost: 1998 $121,401; 1997 $126,714)            $126,947                $129,151
Short-term investments                                      11,174                   9,998
Policy loans                                                   453                     398
                                                          --------             -----------
TOTAL INVESTMENTS                                         $138,574                $139,547
                                                          --------             -----------
Cash and cash equivalents                                 $    518                $  1,431
Accrued investment income                                    2,297                   2,401
Deferred policy acquisition costs                           35,607                  28,364
Other assets                                                 1,932                     231
Separate account assets                                    701,149                 597,194
                                                          --------             -----------
TOTAL ASSETS                                              $880,077                $769,168
                                                          --------             -----------
LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
LIABILITIES:
Policyholder reserves                                     $ 88,434                $ 86,611
Payable to affiliates                                        2,700                   4,345
Deferred tax liability                                       4,269                   2,269
Other liabilities                                            3,295                     987
Separate account liabilities                               701,149                 597,194
                                                          --------             -----------
TOTAL LIABILITIES                                         $799,847                $691,406
                                                          --------             -----------
SHAREHOLDER'S EQUITY:
Common stock (shares authorized, issued and
outstanding: 2,000,000; par value $1)                     $  2,000                $  2,000
Additional paid-in capital                                  72,531                  72,531
Unrealized appreciation on available-for-sale securities     1,898                   1,095
Retained earnings                                            3,801                   2,136
                                                          --------             -----------
Total shareholder's equity                                $ 80,230                $ 77,762
                                                          --------             -----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                $880,077                $769,168
                                                          --------             -----------
</TABLE>

See accompanying notes.



                                       3


<PAGE>   4


              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK

                        Statements of Income (Unaudited)



<TABLE>
<S>                                                 <C>        <C>        <C>        <C>
                                                     THREE MONTHS ENDED    NINE MONTHS ENDED
                                                        SEPTEMBER 30          SEPTEMBER 30
($ thousands)                                            1998      1997        1998       1997
                                                        -----     -----       -----      -----
REVENUE:
 Fees from separate account and policyholder funds     $2,777    $2,214     $ 7,992     $5,023
 Net investment income                                  2,255     1,579       6,796      4,582
 Net realized investment gains (losses)                   297        (3)        500        134
                                                    ---------  --------   ---------  ---------
TOTAL REVENUE                                          $5,329    $3,790     $15,288     $9,739
                                                    ---------  --------   ---------  ---------
BENEFITS AND EXPENSES:
 Return credited to policyholders & other benefits     $1,256    $1,399     $ 3,751     $3,580
 Amortization of deferred policy acquisition costs      2,256       982       3,661      2,043
 Other insurance expenses                               1,442     1,331       5,314      2,787
                                                    ---------  --------   ---------  ---------
TOTAL BENEFITS AND EXPENSES                            $4,954    $3,712     $12,726     $8,410
                                                    ---------  --------   ---------  ---------
INCOME BEFORE INCOME TAXES                             $  375    $   78     $ 2,562     $1,329
                                                    ---------  --------   ---------  ---------
INCOME TAX EXPENSE                                     $  131    $   28     $   897     $  466
                                                    ---------  --------   ---------  ---------
NET INCOME                                             $  244    $   50     $ 1,665     $  863
                                                    ---------  --------   ---------  ---------
</TABLE>

See accompanying notes.


                                       4


<PAGE>   5


              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK

                      Statements of Cash Flows (Unaudited)


<TABLE>
<S>                                                                 <C>        <C>
                                                                     NINE MONTHS ENDED
                                                                        SEPTEMBER 30
($ thousands)                                                           1998       1997
- -------------                                                       --------   --------
OPERATING ACTIVITIES:
Net income                                                          $  1,665   $    863
Adjustments to reconcile net income to net cash used in
operating activities:
Amortization of bond discount and premium                                319        233
Net realized investment gain                                            (500)      (132)
Provision for deferred income tax provision(benefit)                   1,567        (17)
Amortization of deferred policy acquisition costs                      3,661      2,043
Policy acquisition costs deferred                                    (12,777)    (8,497)
Return credited to policyholders and other benefits                    3,751      3,579
Changes in assets and liabilities:
Accrued investment income                                                104       (208)
Other assets                                                          (1,701)      (120)
Payable to affiliates                                                 (1,645)        33
Other liabilities                                                      2,308      1,021
                                                                    --------   --------
Net cash used in operating activities                               $ (3,248)  $ (1,202)
                                                                    --------   --------
INVESTING ACTIVITIES:
Purchase of fixed maturities                                        $(21,118)  $(26,678)
Proceeds from fixed maturities sold, matured or repaid                26,612     20,072
Net change in short-term investments                                  (1,176)     3,785
Net change in policy loans                                               (55)      (213)
                                                                    --------   --------
Net cash (used in) provided by investing activities                 $  4,263   $ (3,034)
                                                                    --------   --------
FINANCING ACTIVITIES:
Receipts credited to policyholder funds                             $  8,793   $ 15,018
Return of policyholder funds                                         (10,721)   (11,034)
                                                                    --------   --------
Net cash (used in) provided by financing activities                 $ (1,928)  $  3,984
                                                                    --------   --------
Increase (decrease) in cash and cash equivalents during the period  $   (913)  $   (252)
Cash and cash equivalents at beginning of year                         1,431      4,105
                                                                    --------   --------
BALANCE, END OF PERIOD                                              $    518   $  3,853
                                                                    --------   --------
</TABLE>

See accompanying notes.


                                       5


<PAGE>   6


              THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK

                       NOTES TO THE FINANCIAL STATEMENTS

                                   UNAUDITED

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements of the Company have been
     prepared in accordance with generally accepted accounting principles
     ("GAAP"), except that they do not contain complete notes.  However, in the
     opinion of management, these statements include all normal recurring
     adjustments necessary for a fair presentation of the results.  These
     financial statements should be read in conjunction with the financial
     statements and the related notes included in the Company's annual report
     for the year ended December 31, 1997.  Operating results for the nine
     months ended September 30, 1998 are not necessarily indicative of the
     results that may be expected for the full year ending December 31, 1998.


2.   COMPREHENSIVE INCOME

     The Company adopted Statement of Financial Accounting Standards (SFAS)
     130, "Reporting Comprehensive Income".  SFAS 130 establishes standards for
     reporting and displaying comprehensive income and its components in a full
     set of general-purpose annual financial statements.  Comprehensive income
     includes all changes in shareholder's equity during a period except those
     resulting from investments by and distributions to shareholders.  The
     adoption of SFAS 130 resulted in revised and additional disclosures but
     had no effect on the financial position, results of operations, or
     liquidity of the Company.



     Total comprehensive income for the three months and nine months
     ended September 30, 1998 and 1997 was as follows:

<TABLE>
<S>                                      <C>        <C>        <C>        <C>
                                          THREE MONTHS ENDED    NINE MONTHS ENDED
                                             SEPTEMBER 30          SEPTEMBER 30
COMPREHENSIVE INCOME:                       1998       1997       1998       1997
                                         ---------  ---------  ---------  --------- 
NET INCOME                                   $ 244      $  50     $1,665      $ 863
OTHER COMPREHENSIVE INCOME, NET OF TAX:
 Unrealized holding gains
 on available-for-sale securities              698        374        803        135
                                         ---------  ---------  ---------  --------- 
COMPREHENSIVE INCOME                         $ 942      $ 424     $2,468      $ 998
- --------------------                     ---------  ---------  ---------  ---------
</TABLE>

      Other comprehensive income is reported net of taxes of $376 and $201 for
      the three months and $432 and $73 for the nine months ended September 30,
      1998 and 1997, respectively.



                                       6


<PAGE>   7


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

OVERVIEW

The following analysis of the results of operations and financial condition of
the Manufacturers Life Insurance Company of New York, (the "Company") should be
read in conjunction with the Financial Statements and the related Notes to
Financial Statements.


CORPORATE STRUCTURE

The Company is a direct wholly-owned U.S. subsidiary of the Manufacturers Life
Insurance Company of North America which is in turn a direct wholly-owned U.S.
subsidiary of Manulife-Wood Logan Holding Co. Inc. ("MWL").  MWL is owned 62.5%
by The Manufacturers Life Insurance Company (U.S.A.) ("ManUSA"), 22.5% by MRL
Holding, LLC ("MRL") and 15% by minority interests (which includes certain
employees and former owners of Wood Logan Associates).  ManUSA and MRL are
indirectly wholly-owned subsidiaries of The Manufacturers Life Insurance
Company ("Manulife Financial"), a Canadian mutual insurance company.  Manulife
Financial has been doing business in the United States since 1903.

On January 20, 1998, the Board of Directors of Manulife Financial asked the
management of Manulife Financial to prepare a plan for conversion of Manulife
Financial from a mutual life insurance company to an investor-owned,
publicly-traded stock company.  Any demutualization plan for Manulife Financial
is subject to the approval of Manulife Financial's Board of Directors and
policyholders as well as regulatory approval.

REVIEW OF OPERATING RESULTS AND FINANCIAL CONDITION

OPERATING RESULTS

The discussion that follows compares results for the three months ended
September 30, 1998 to those for the three months ended September 30, 1997.


DEPOSITS AND PREMIUMS

The Company's sales decreased by $3 million from $56 million in 1997 to $53
million in 1998. Market volatility and increased sales pressures in the third
quarter 1998 resulted in lower variable annuity sales volumes in August and
September.


FEE INCOME

Total fees generated by Separate Accounts and policyholder funds increased $0.6
million to $2.8 million for the third quarter of 1998 versus the same period in
1997.  Investment performance and a growing block of inforce business has
resulted in higher separate account values and, therefore, higher fee income,
which is a percentage of the net value of invested assets in the separate
account portfolio.  However, fee income for the third quarter was down slightly
from the second quarter due to the market volatility and the overall reduction
of $35 million in Separate Account assets at September 30, 1998.


                                       7


<PAGE>   8


NET INVESTMENT INCOME

Net investment income was $2.3 million for  the third quarter of 1998, compared
to $1.6 million in the same period of 1997.  This growth is primarily due to
the $47.7 million capital infusion received to support expanded operations in
New York State in the fourth quarter of 1997.


REALIZED CAPITAL GAINS

Realized gains in the third quarter of 1998 were $0.3 million compared to
realized gains of $0.0 million in the same period of 1997.  The Company does
not actively trade assets for capital gains.


POLICYHOLDER BENEFITS

Policyholder benefits were $1.2 million in the third quarter of 1998, compared
to $1.4 million in the third quarter of 1997.  This slight decrease is
primarily a result of lower interest rates related to the fixed accumulation
account values. The Company's policyholder funds were $88.4 million and $87.6
million at September 30, 1998 and  September 30, 1997, respectively.

EXPENSES AND DEFERRED POLICY ACQUISITION COSTS (DPAC) AMORTIZATION

Operating costs and expenses, including commissions, were $6.2 million for the
third quarter of 1998 compared to $4.8 million for the third quarter of 1997
before deferral of acquisition expenses ($1.4 million and $1.3 million,
respectively, net of deferred acquisition expenses). The slight increase in
expenses in the third quarter of 1998 is primarily attributable to an increase
in non-capitalized acquisition expenses (related to higher sales volumes),
other costs associated with growth in the Company's business, and additional
operating expenses associated with expanding the Company's operations in New
York.  As a result of FASB 97, the Company's DPAC amortization expense
increased by $1.3 million to $2.3 million from $1.0 million during the third
quarter of 1998. The increase in DPAC amortization for the third quarter is a
result of the growth in the DPAC balance and lower investment returns during
the quarter.


NET INCOME

Net income in the third quarter of 1998 was $0.2 million, compared to net
income of $0.1 million in the same period of 1997.  As noted previously the
higher fee income and higher investment income in the third quarter of 1998
were offset by higher benefits, operating costs, and DPAC amortization which
led to slightly higher third quarter 1998 results.


The discussion that follows compares results for the nine months ended
September 30, 1998 to those for the nine months ended September 30, 1997.


DEPOSITS AND PREMIUMS

During 1998, strong growth in variable annuity sales continued.  The Company's
sales increased by $9 million from $141 million in 1997 to $150 million in
1998.  The  increasing sales are primarily due to the effects of the Efficient
Frontier Investment model, competitively performing investment funds and
competitive product features and sales compensation.

FEE INCOME

Total fees generated by Separate Accounts and policyholder funds increased to
$8.0 million from $5.0 million during 1998 versus the same period in 1997.
Continued strong investment performance and a

                                       8


<PAGE>   9


growing block of inforce business has resulted in higher separate account
values and, therefore, higher fee income, which is a percentage of the net
value of invested assets in the separate account portfolio.


NET INVESTMENT INCOME

Net investment income was $6.8 million for 1998, compared to $4.6 million in
the same period of 1997.  This growth is primarily due to the $47.7 million
capital infusion received to support expanded operations in New York State in
the fourth quarter of 1997.


REALIZED CAPITAL GAINS

Realized gains in 1998 were $0.5 million compared to realized gains of $0.1
million in the same period of 1997.  The Company does not actively trade assets
for capital gains.

POLICYHOLDER BENEFITS

Policyholder benefits were $3.8 million in 1998, compared to $3.6 million in
1997.  This slight increase is primarily a result of higher fixed accumulation
account values. The Company's policyholder funds were $88.4 million and $87.6
million at September 30, 1998 and  September 30, 1997, respectively.


EXPENSES AND DEFERRED POLICY ACQUISITION COSTS (DPAC) AMORTIZATION

Operating costs and expenses, including commissions, were $18.1 million for
1998 compared to $11.3 million for 1997 before deferral of acquisition expenses
($5.3 million and $2.8 million, respectively, net of deferred acquisition
expenses). The increase in expenses during 1998 is primarily attributable to an
increase in non-capitalized acquisition expenses (related to higher sales
volumes), other costs associated with growth in the Company's business, and
additional operating expenses associated with expanding the Company's
operations in New York.  As a result of FASB 97, the Company's DPAC
amortization expense increased by $1.6 million to $3.6 million from $2.1
million during the nine months ended September 30, 1998. The impact of growth
in business on DPAC amortization has been largely offset by the effect of
better than expected investment returns.


NET INCOME

Net income in 1998 was $1.7 million, compared to net income of $0.9 million in
the same period of 1997.  As noted previously the higher fee income and higher
investment income during 1998, partly offset by higher benefits and operating
costs, led to improved 1998 results.



                                       9


<PAGE>   10


FINANCIAL CONDITION

ASSETS

Separate account assets were $701.1 million at the end of the third quarter of
1998, compared to $597.2 million at the end of 1997.  This growth reflects net
cash transfers to the separate accounts of $126.9 million related to the growth
in the overall variable annuity business and reduction of $23.0 million due to
investment performance of the underlying funds.

General account assets were $178.9 million at the end of the third quarter of
1998, compared to $172.0 million at the end of 1997.

The DPAC asset increased from $28.4 million at the end of 1997 to $35.6 million
at the end of the third quarter of 1998. This increase is primarily due to
deferrable acquisition costs associated with the increased sales volumes of
variable annuity products net of DPAC amortization associated with in-force
business.


LIABILITIES

The Company's total liabilities of $799.8 million increased $108.4 million and
moved with changes in the asset levels.  Separate Account liabilities move in
tandem with changes in Separate Account assets.


IMPACT OF YEAR 2000

The Company makes extensive use of information systems in the operations of its
various businesses, including for the exchange of financial data and other
information with customers, suppliers and other counterparties.  The Company
also uses software and information systems provided by third parties in its
accounting, business and investment systems.

The Year 2000 risk, as it is commonly known, is the result of computer programs
being written using two digits, rather than four, to define the applicable
year.  Any of the Company's computer programs that have date-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in systems failures or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, send premium billing notices, make claims payments or engage in
other normal business activities.

In 1996, in order to make all systems applicable to and shared by the Company
with Manulife Financial  Year 2000 compliant, a program was instituted to modify
or replace both Manulife Financial's  information technology systems ("IT
systems") and embedded technology systems ("Non-IT systems").  The phases of
this program include (i) an inventory and assessment of all systems to
determine which are critical, (ii) planning and designing the required
modifications and replacements, (iii) making these modifications and
replacements, (iv) testing modified or replaced systems, (v) redeploying
modified or replaced systems and (vi) final management review and
certification.  For most IT systems identified as critical, Manulife Financial
is in either the testing, redeployment or final review and certification phase.
For critical Non-IT systems, Manulife Financial  is, on average, in the
redeployment phase.  Management believes that Manulife Financial's  critical
systems will be Year 2000 compliant by the end of 1998, and that other systems
will be dealt with by the end of 1999.

In addition to efforts directed at Manulife Financial's own systems, Manulife
Financial  is presently consulting vendors, customers, and other third parties
with which it deals in an effort to ensure that no material aspect of Manulife
Financial's or the Company's  operations will be hindered by Year 2000 problems
of these third parties.  This process includes providing third parties with
questionnaires

                                       10


<PAGE>   11


regarding the state of their Year 2000 readiness and, where possible or where
the relationship is deemed material, testing or otherwise confirming that the
responses received are correct.

Manulife Financial's  contingency plans for the Year 2000 risk are currently
being addressed in conjunction with its business continuity planning process,
which includes disaster recovery.  Manulife Financial and the Company
recognize the importance of preparing for the change to the Year 2000 and,
commencing in January 1999, will conduct an assessment of the risk that
Manulife Financial's  Year 2000 program has not fully resolved its Year 2000
issues and prepare, if necessary, appropriate contingency plans to address
these risks.  Management currently believes that, with modifications to
existing software and conversions to new software, the Year 2000 risk will not
pose significant operational problems for Manulife Financial's or the Company's
computer systems.  As part of the Year 2000 program, critical systems are being
"time-shift" tested in the Year 2000 and beyond to confirm that they will
continue to function properly before, during and after the change to the Year
2000.  However, there can be no assurance that the Manulife Financial's  Year
2000 program, including consulting third parties, will avoid any material
adverse effect on Manulife Financial's or the Company's operations, customer
relations or financial condition.  Manulife Financial  estimates the total cost
of its Year 2000 program will be approximately $60 million, of which $42
million has been incurred through September 30, 1998; however, there can be no
assurance that the actual cost incurred will not be materially higher than such
estimate.  Those costs attributed to the purchase of new software and hardware
will be capitalized.  Other costs will be expensed as incurred.  The Company
will receive an allocation of these costs due to its

shared systems but these costs are not expected to have a material effect on
the net operating income of the Company.

FORWARD-LOOKING STATEMENTS

Certain information included herein is forward-looking within the meaning of
the Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements concerning anticipated operating results, financial
resources, growth in existing markets and the impact of the year 2000.  Such
forward-looking information involves important risks and uncertainties that
could significantly affect actual results and cause them to differ materially
from expectations expressed herein.  These risks and uncertainties include
changes in general economic conditions, the effect of regulatory, tax and
competitive changes in the environment in which the Company operates,
fluctuations in interest rates, performance of financial markets and the
Company's ability to achieve anticipated levels of earnings.



                                       11


<PAGE>   12


PART II--OTHER INFORMATION


Item 1 - Legal Proceedings

     No reportable events

Item 2 - Changes In Securities

     No reportable events

Items 3 - Defaults Upon Senior Securities

     No reportable events

Item 4 - Submission Of Matters To A Vote Of Security Holders

     No reportable events

Item 5 - Other Information

      No reportable events

Item 6A - Exhibits

(3) Exhibits (the Registrant is also referred to as the "Company")

Exhibit No.  Description
- -----------  -----------
1(a)         Underwriting and Distribution Agreement between The Manufacturers
             Life Insurance Company of New York (the "Company") and
             Manufacturers Securities Services, LLC. (Underwriter) --
             Incorporated by reference to Exhibit (b)(3)(a) to post effective
             amendment no. 7 on Form N-4, file number 33-46217, filed March 25,
             1998.

1(b)         Selling Agreement between The Manufacturers Life Insurance Company
             of New York, Manufactures Securities Services, LLC (Underwriter),
             Selling Broker Dealers, and General Agent Incorporated by
             reference to Exhibit (b)(3)(b) to post effective amendment no. 7
             on Form N-4, file number 33-46217, filed March 25, 1998.

2            Not Applicable

3(i)(a)      Declaration of Intention and Charter of the Company Incorporated
             by reference to Exhibit (b)(6)(a)(i) to post effective amendment
             no. 7 on Form N-4 filed March 25, 1998.

3(i)(b)      Certificate of amendment of the Declaration of Intention and
             Charter of the Company Incorporated by reference to Exhibit
             (b)(6)(a)(ii) to post effective amendment no. 7 on Form N-4, file
             number 33-46217, filed March 25, 1998.

3(i)(c)      Certificate of amendment of the Declaration of Intention and
             Charter of the Company Incorporated by reference to Exhibit
             (b)(6)(a)(iii) to post effective amendment no. 7 on Form N-4, file
             number 33-46217, filed March 25, 1998.

3(ii)        By-laws of the  Company Incorporated by reference to Exhibit
             (b)(6)(b) to post effective amendment no. 7 on Form N-4, file
             number 33-46217, filed March 25, 1998

4(i)         Form of Individual Single Payment Deferred Fixed Annuity
             Non-Participating Contract -- Previously filed as Exhibit 4(i) to
             pre-effective amendment no. 1 to Form S-1 filed July 17, 1997.


                                       12


<PAGE>   13




4(ii)   Individual  Retirement Annuity Endorsement -- Previously filed as
        Exhibit 4(ii) to pre-effective amendment no. 1 to Form S-1 filed July
        17, 1997.

4(iii)  ERISA Tax-Sheltered Annuity Endorsement -- Previously filed as Exhibit
        4(iii) to pre-effective amendment no. 1 to Form S-1 filed July 17,
        1997.

4(iv)   Tax-Sheltered Annuity Endorsement -- Previously filed as Exhibit 4(iv)
        to pre-effective amendment no. 1 to Form S-1 filed July 17, 1997.

4(v)    Section 401 Plans Endorsement -- Previously filed as Exhibit 4(vi) to
        pre-effective amendment no. 1 to Form S-1 filed July 17, 1997.

4(vi)   Roth Individual Retirement Annuity Endorsement- - Previously filed as
        exhibit 4(vi) to Form 10K, file number 333-31491, filed August 14, 1998
        on behalf of The Manufacturers Life Insurance Company of New York

4(vii)  Unisex Benefits and Payments Endorsement- - Previously filed as exhibit
        4(vii) to Form 10K, file number 333-31491, filed August 14, 1998 on
        behalf of The Manufacturers Life Insurance Company of New York

5       Not Applicable

6       Not Applicable

7       Not Applicable

8       Not Applicable

9       Not Applicable

10      Form of broker-dealer agreement between the Company, NASL Financial
        Services, Inc. (Underwriter), Wood Logan Associates, Inc. (Promotional
        Agent) and broker-dealers -- Previously filed as Exhibit 10 to
        pre-effective amendment no. 1 to Form S-1 filed July 17, 1997.

11      Not Applicable

12      Not Applicable

13      Not Applicable

14      Not Applicable

15      Not Applicable

16      Not Applicable

17      Not Applicable

18      Not Applicable

19      Not Applicable

20      Not Applicable

21      Not Applicable

22      Not Applicable

23 (i)  Not Applicable

                                       13


<PAGE>   14

23(ii)  Not Applicable
24      Power of Attorney -- Power of Attorney - The Manufacturers Life
        Insurance Company of New York Directors Incorporated by reference to
        Exhibit 7 to pre-effective amendment no. 1 on Form S-6, file number
        333-33351, filed March 16, 1998.

25      Not Applicable

26      Not Applicable

27      Financial Data Schedule -- Filed herewith.

28      Not Applicable


ITEM 6B - REPORTS ON FORM 8-K

             No reports on Form 8-K were filed during the quarter.

                                       14


<PAGE>   15

                                   SIGNATURES

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

THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
(Registrant)



By: /s/ David W. Libbey
     David W. Libbey, Treasurer
     (Principal Financial Officer and Duly Authorized Officer)

Date: November 13, 1998


                                       15


<PAGE>   16

                                 EXHIBIT INDEX

   Exhibit No.          Description
   -----------  ------------------------------------------------------------

   27           Financial data schedule for quarter ended September 30, 1998



                                       16


<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           126,947
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                           0
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 138,574
<CASH>                                             518
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          35,607
<TOTAL-ASSETS>                                 880,077
<POLICY-LOSSES>                                 88,434
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                          701,149
<NOTES-PAYABLE>                                      0
<COMMON>                                         2,000
                                0
                                          0
<OTHER-SE>                                      78,230
<TOTAL-LIABILITY-AND-EQUITY>                   880,077
                                           0
<INVESTMENT-INCOME>                              6,796
<INVESTMENT-GAINS>                                 500
<OTHER-INCOME>                                   7,992
<BENEFITS>                                       3,751
<UNDERWRITING-AMORTIZATION>                      3,661
<UNDERWRITING-OTHER>                             5,314
<INCOME-PRETAX>                                  2,562
<INCOME-TAX>                                       897
<INCOME-CONTINUING>                              1,665
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,665
<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>


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