<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
---------------------
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 mark whether the registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's sole class of common stock, as
of June 30, 1999 was 2,000,000.
<PAGE> 2
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
Quarterly Report on Form 10-Q/A
For the period ended June 30, 1999
Table of Contents
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<TABLE>
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Page
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<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements
Balance Sheets as of June 30, 1999 and December 31, 1998 3
Statements of Income for the three and six months ended June 30, 1999 and 1998 4
Statement of Changes in Shareholder's Equity as of June 30, 1999 5
Statements of Cash Flows for the six months ended June 30, 1999 and 1998 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9
Part II Other Information
Item 1 Legal Proceedings 15
Item 2 Change in Securities 15
Item 3 Default upon Senior Securities 15
Item 4 Submission of matters to a vote of Security Holders 15
Item 5 Other Information 15
Item 6A Exhibits 15
Item 6B Reports on Form 8-K 17
</TABLE>
2
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
<TABLE>
<CAPTION>
AS AT AS AT
JUNE 30 DECEMBER 31
ASSETS ($ thousands) 1999 1998
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(UNAUDITED)
<S> <C> <C>
INVESTMENTS:
Fixed maturity securities available-for-sale, at fair value
(amortized cost: 1999 $124,900; 1998 $120,902) $ 123,831 $ 125,088
Investment in unconsolidated affiliate 175 175
Policy loans 587 552
Short-term investments 37,767 10,032
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TOTAL INVESTMENTS $ 162,360 $ 135,847
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Cash and cash equivalents $ 4,624 $ 5,946
Accrued investment income 3,111 3,073
Deferred acquisition costs 44,538 36,831
Receivable for undelivered securities 11,643 -
Other assets 115 1,834
Separate account assets 967,769 833,693
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TOTAL ASSETS $ 1,194,160 $ 1,017,224
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LIABILITIES AND SHAREHOLDER'S EQUITY ($ thousands)
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LIABILITIES:
Policyholder liabilities and accruals $ 116,699 $ 94,492
Payable to affiliates 8,075 4,114
Deferred income taxes 3,358 3,615
Payable for securities 14,208 -
Other liabilities 3,932 1,943
Separate account liabilities 967,769 833,693
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TOTAL LIABILITIES $ 1,114,041 $ 937,857
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SHAREHOLDER'S EQUITY:
Common stock $ 2,000 $ 2,000
Additional paid-in capital 72,706 72,706
Retained earnings 5,808 3,209
Accumulated other comprehensive income (395) 1,452
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TOTAL SHAREHOLDER'S EQUITY $ 80,119 $ 79,367
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 1,194,160 $ 1,017,224
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</TABLE>
See accompanying notes.
3
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
($ thousands) 1999 1998 1999 1998
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<S> <C> <C> <C> <C>
REVENUE:
Fees from separate accounts and policyholder liabilities $ 3,582 $ 2,916 $ 6,857 $ 5,215
Premiums 14 - 23 -
Net investment income 3,813 2,282 7,699 4,541
Net realized investment gains (losses) (125) 126 78 203
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TOTAL REVENUE $ 7,284 $ 5,324 $ 14,657 $ 9,959
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BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 1,372 $ 1,222 $ 2,687 $ 2,495
Amortization of deferred acquisition costs 904 1,212 2,468 1,405
Other insurance expenses 2,606 2,436 5,504 3,872
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TOTAL BENEFITS AND EXPENSES $ 4,882 $ 4,870 $ 10,659 $ 7,772
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INCOME BEFORE INCOME TAXES $ 2,402 $ 454 $ 3,998 $ 2,187
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INCOME TAX EXPENSE $ 841 $ 160 $ 1,399 $ 766
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NET INCOME $ 1,561 $ 294 $ 2,599 $ 1,421
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</TABLE>
See accompanying notes.
4
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
COMMON ADDITIONAL RETAINED COMPREHENSIVE SHAREHOLDER'S
($ thousands) STOCK PAID-IN CAPITAL EARNINGS INCOME EQUITY
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<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 $2,000 $ 72,706 $ 3,209 $ 1,452 $ 79,367
Comprehensive income (note 2) 2,599 (1,847) 752
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BALANCE, JUNE 30, 1999 $2,000 $ 72,706 $ 5,808 $ (395) $ 80,119
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</TABLE>
See accompanying notes.
5
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
($ thousands) 1999 1998
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,599 $ 1,421
Adjustments to reconcile net income to net cash used in
operating activities:
Amortization of bond discount and premium 277 200
Net realized investment gain (78) (203)
Deferred income tax provision 737 1,157
Amortization of deferred acquisition costs 2,468 1,405
Acquisition costs deferred (7,761) (8,035)
Return credited to policyholders and other benefits 2,687 2,495
Changes in assets and liabilities:
Accrued investment income (38) (76)
Other assets 1,719 (1,435)
Payable to affiliates 3,961 24
Other liabilities 1,989 998
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Net cash provided by (used in) operating activities $ 8,560 $ (2,049)
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INVESTING ACTIVITIES:
Purchase of fixed maturity securities $(47,384) $(19,719)
Proceeds from fixed maturity securities sold, matured or repaid 43,187 20,384
Net change in short-term investments (27,735) 2,617
Net change in policy loans (35) 39
Net change in receivable for undelivered securities (11,643) -
Net change in payable for securities 14,208 -
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Net cash provided by (used in) investing activities $ (29,402) $ 3,321
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FINANCING ACTIVITIES:
Receipts credited to policyholder funds $ 26,246 $ 6,333
Return of policyholder funds (6,726) (6,749)
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Net cash provided by (used in) financing activities $ 19,520 $ (416)
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Increase (decrease) in cash and cash equivalents during the period $ (1,322) $ 856
Cash and cash equivalents at beginning of year 5,946 1,431
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BALANCE, END OF PERIOD $ 4,624 $ 2,287
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</TABLE>
See accompanying notes.
6
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
(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 on form 10-K for the year ended December 31,
1998. Operating results for the six months ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the full
year ending December 31, 1999.
2. COMPREHENSIVE INCOME
Total comprehensive income was as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
COMPREHENSIVE INCOME:
($ thousands) 1999 1998 1999 1998
<S> <C> <C> <C> <C>
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NET INCOME $ 1,561 $ 294 $ 2,599 $ 1,421
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OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising
during the year (1,002) 78 (1,796) 237
Less:
Reclassification adjustment for realized
(gains) losses included in net income 81 (82) (51) (132)
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Other comprehensive income (loss) (921) (4) (1,847) 105
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COMPREHENSIVE INCOME $ 640 $ 290 $ 752 $ 1,526
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</TABLE>
Other comprehensive income is reported net of taxes recoverable
(payable) of $495 and $2 for the three months and $994 and $(57) for
the six months ended June 30, 1999 and 1998, respectively.
7
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3. SEGMENT DISCLOSURES
The Company reports three business segments: Annuities, Pensions, and
Life Insurance. The Annuities segment consists of annuity contracts
that provide the customer with the opportunity to invest in mutual
funds managed by independent investment managers and the Company or in
the general account of the Company, with investment returns
accumulating on a tax-deferred basis. The Pensions segment offers
401(k) products to customers in the State of New York. The Individual
Life Insurance segment offers traditional non-participating life
insurance to the New York State market. The Pensions segment was
launched in 1998 and the Individual Life Insurance segment was launched
in late 1997. Both these segments are considered to be in the start-up
phase. No significant assets or revenues have been generated to date in
these two segments. The following is a summary of the contribution to
net income of the three business segments:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Annuities $ 2,221 $ 418 $ 3,368 $ 1,812
Pensions (497) (74) (743) (83)
Life Insurance (163) (50) (26) (308)
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NET INCOME (LOSS) $ 1,561 $ 294 $ 2,599 $ 1,421
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</TABLE>
8
<PAGE> 9
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 (hereinafter referred to as
"MNY" or the "Company") should be read in conjunction with the Financial
Statements and the related Notes to Financial Statements.
CORPORATE STRUCTURE AND OVERVIEW
The Company is a wholly-owned subsidiary of The Manufacturers Life Insurance
Company of North America ("MNA"), which is in turn a wholly-owned subsidiary of
Manulife-Wood Logan Holding Co., Inc. ("MWL"). MWL is 78.4% owned by The
Manufacturers Life Insurance Company (USA) ("ManUSA") and 21.6% by MRL Holding,
LLC ("MRL"). ManUSA and MRL are indirectly wholly-owned subsidiaries of The
Manufacturers Life Insurance Company ("Manulife Financial"), a Canadian mutual
life insurance company.
Manulife Financial is a leading provider of financial protection products and
investment management services to individuals, families, businesses and groups
in selected international markets. Manulife Financial operates in 16 countries
and territories worldwide, with more than 27,000 employees and agents. Funds
under management by Manulife Financial and its subsidiaries were $96.7 billion
(Cdn) as of December 31, 1998 with a consolidated surplus position of $6.0
billion (Cdn).
The Company is licensed to sell fixed and variable annuities, life insurance,
and accident and health insurance in the State of New York only.
Manufacturers Securities Services, LLC ("MSS"), a majority-owned subsidiary of
MNA, acts as investment adviser to the Manufacturers Investment Trust ("MIT"), a
no-load, open-end management investment company organized as a Massachusetts
business trust and is the principal underwriter of the Company's variable
insurance products as well as the exclusive distributor of the Company's
insurance products. MSS is a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. MSS is the successor to NASL Financial Services, Inc. ("NASL
Financial"), a broker dealer that conducted operations until September 30, 1997,
when it was reorganized into MSS. Prior to October 1, 1997, NASL Financial also
acted as investment adviser to North American Funds (NAF), a no-load, open-end
management investment company organized as a Massachusetts business trust.
The Company, along with its ultimate parent company Manulife Financial, enjoys
strong financial ratings that enhance its ability to attract new sales and
retain assets. Distributors and consumers of variable and fixed annuity products
have begun to utilize the relative financial strength ratings as a criteria in
choosing an annuity carrier. The Company has received financial strength ratings
of A++ (Superior) by A.M. Best and AA+ (Very Strong) by Standards and Poor's.
The Company is rated AAA (Highest) by Duff & Phelps in terms of its ability to
meet contractual obligations to policyholders.
In 1998 and 1997, pursuant to an expanded plan of operations, the Company
entered the Pensions and Life Insurance segments. As a result, the Company now
reports three segments: Annuities; Pensions; and Life Insurance. Because two of
the Company's segments are in the development phase, the assets, revenues and
operations of those segments are not material to the Company's second quarter
1999 financial position or, aside from the effect of operating expenses, results
of operations. Refer to Note 3 of the Financial Statements for additional
segmented information. As a result, the remainder of this discussion will be
limited to the Annuities segment except as noted.
The Company's primary source of earnings from the Annuities segment are fees
assessed against policyholder account balances held in the Company's separate
accounts including: mortality and expense
9
<PAGE> 10
risk charges, surrender charges and an annual administrative charge. In
addition, the segment earns a spread between the advisory fees charged to manage
the separate account assets invested in MIT and the subadvisory fees paid to
external managers of those assets. A key factor in the Company's profitability
is sustained growth in the underlying assets through market performance coupled
with the ability to acquire and retain variable annuity deposits.
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.
10
<PAGE> 11
REVIEW OF OPERATING RESULTS
The discussion that follows compares results for the three months ended June 30,
1999 to those for the three months ended June 30, 1998.
1999 Compared to 1998
The Company recorded net income of $1.6 million in 1999 versus net income of
$0.3 million in 1998, an increase of $1.3 million or 433%. Revenues grew by 38%
to $7.3 million as a result of growth in fee income earned on higher separate
account assets, investment income from higher general account assets, and
distributions from MSS associated with the 10% interest in the members' equity
transferred to the Company on October 31, 1998. Separate account assets at June
30, 1999 compared to June 30, 1998 were higher by $232 million or 32%. The asset
growth is attributed to increased variable annuity sales, strong equity market
performance, favorable contract persistency, and the introduction of the
Company's pension products during 1998. Total fees generated from separate
accounts and policyholder liabilities increased by $0.7 million or 24% in 1999.
Net investment income grew by $1.5 million or 65% due to the second quarter
distribution from MSS of net advisory profits associated with the Company's
assets held in MIT and other excess cash flow items due the Company.
The Company incurred total benefits and expenses in 1999 of $4.9 million, which
is consistent with the same period in 1998. The expenses reflect an increase in
non-capitalized acquisition expenses and other increased operating costs related
to the expanded operations. Average policyholder liabilities during the second
quarter of 1999 were approximately $22.3 million higher than the levels at June
30, 1998. The increased liabilities have resulted in higher interest amounts
credited to policyholder accounts during the second quarter of 1999. The
amortization of Deferred Acquisition Costs (DAC) was reduced by $0.3 million
during the second quarter 1999 due primarily to improved investment performance
of the Company's Separate Account Assets compared to the second quarter of
1998. It is this asset base against which fees are assessed. Higher projected
fees due to the quarter's results compared to that of 1998 resulted in reduced
DAC amortization requirements for the quarter.
The discussion that follows compares results for the six months ended June 30,
1999 to those for the six months ended June 30, 1998.
1999 Compared to 1998
The Company recorded net income of $2.6 million in 1999 versus net income of
$1.4 million in 1998, an increase of $1.2 million or 86%. Revenues grew by 47%
to $14.7 million as a result of growth in fee income earned on additional
separate account assets, investment income from higher general account assets
and distributions from MSS associated with its 10% interest in the members'
equity transferred to the Company on October 31, 1998. Separate account assets
at June 30, 1999 compared to June 30, 1998 were higher by $232 million or 32%.
The asset growth is attributed to increased variable annuity sales, strong
equity market performance, favorable contract persistency and the introduction
of the Company's pension products during 1998. Total fees generated from
separate accounts and policyholder liabilities increased by $1.7 million or 33%
in 1999. Net investment income grew by $3.2 million or 71% due to the first half
distribution from MSS of net advisory profits associated with the Company's
assets held in MIT and other excess cash flow items due the Company.
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The Company incurred total benefits and expenses in 1999 of $10.7 million, an
increase of $2.9 million, or 37% compared to 1998. The additional expenses
reflect an increase in non-capitalized acquisition expenses and other increased
operating costs. DAC amortization costs were $1.1 million higher in the first
half of 1999 compared to the same period in 1998. Higher DAC balances at June
30, 1999 and lower investment performance of the Company's Separate Account
Assets for the first half of 1999, as compared to the same period in 1998,
contributed to this increase. It is this asset base against which fees are
assessed. Lower projected fees due to half year results as at June 30, 1999 and
as compared to the same period in 1998, resulted in increased amortization of
DAC.
FINANCIAL POSITION
1999 Compared to 1998
Total assets increased from $1,017 million at December 31, 1998 to $1,194
million at June 30, 1999, an increase of $177 million or 17.4%. Separate account
assets increased by 16% over the first half of 1999 and represent 81% of total
assets as the Company continues to focus on its variable option annuity and
pension products. The Company continues to own only investment grade fixed
maturity investments to support its general account liabilities and
shareholder's equity. The Company's DAC asset grew by 21% as the Company
experienced ongoing annuity sales during the second quarter of 1999. The Company
deferred the related costs, net of current amortization, associated with those
sales.
Total liabilities have increased proportionately with the growth in the related
assets, primarily in the Company's Separate accounts.
The growth in retained earnings is primarily due to net income from operations
of $2.6 million. The Company's shareholder's equity decreased by $1.8 million
due to lower market values associated with invested assets as at June 30, 1999.
12
<PAGE> 13
MARKET RISK
Market risk is the risk that the Company will incur losses due to adverse
changes in market rates and prices. The primary market risk exposure for the
Company is the impact of lower than expected equity market performance on its
asset-related fee revenue. The Company also has certain exposures to changes in
interest rates.
The Company earns asset based fees on the asset levels invested in the separate
accounts. As a result, the Company is subject to equity risk and the effect
changes in equity market levels will have on the amounts invested in the
separate accounts.
Interest rate risk is the risk that the Company will incur economic losses due
to adverse changes in interest rates. This risk arises from the issuance of
certain interest sensitive annuity products and the investing of those proceeds
in fixed rate investments. The Company manages its interest rate risk through an
asset/liability management program. The Company has established a target
portfolio mix which takes into account the risk attributes of the liabilities
supported by the assets, expectations of market performance, and a generally
conservative investment philosophy. Preservation of capital and maintenance of
income flows are key objectives of this program. In addition, the Company has
diversified its product portfolio offerings to include products that contain
features that will protect it against fluctuations in interest rates. Those
features include adjustable crediting rates, policy surrender charges, and
market value adjustments on liquidations.
Based on the Company's overall exposure to interest rate and equity price risks,
the Company believes that changes in market rates would not materially affect
the consolidated near-term financial position, results of operations or
cashflows of the Company as of June 30, 1999. Refer to the Company's Annual
Report on form 10-K for a more detailed discussion of market risks.
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.
The systems used by the Company have been assessed as part of a comprehensive
written plan conducted by the Company's ultimate parent company The
Manufacturers Life Insurance Company (collectively with its subsidiaries,
including the Company, "Manulife Financial") to ensure that the computer systems
and processes of Manulife Financial, including the Company's, will continue to
perform through the end of this century and in the next.
In 1996, in order to make Manulife Financial's systems Year 2000 compliant, a
Project 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 Project 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.
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As at June 30, 1999, management believes that the certification phase has been
completed for all the Company's critical IT and Non-IT systems. Management
believes that the Company's non-critical systems were Year 2000 compliant as of
the first quarter of 1999.
In addition to efforts directed at Manulife Financial's own systems, Manulife
Financial consulted vendors, customers, and other third parties with which it
deals in an effort to ensure that no material aspect of Manulife Financial's
operations will be hindered by Year 2000 problems of these third parties. This
process included providing third parties with questionnaires regarding the state
of their Year 2000 readiness and, where possible or where appropriate,
conducting further due diligence activities. Where appropriate, risk management
steps are being followed as a result of the third-party assessment.
The Year 2000 Project Management Office for Manulife Financial's U.S. Division
has coordinated the preparation and completion of contingency plans on behalf of
U.S. Division affiliates and subsidiaries, including the Company, in the event
that Manulife Financial's Year 2000 Project has not fully resolved its Year 2000
issues.
Management currently believes that, due to the modifications made to existing
software and conversions to new software, the Year 2000 risk will not pose
significant operational problems for the Company's computer systems. As part of
the Year 2000 Project, critical systems were "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 Manulife Financial's Year 2000 Project, including consulting third parties
and its contingency planning, will avoid any material adverse effect on the
Company's operations, customer relations or financial condition.
Manulife Financial estimates the total cost of its Year 2000 Project will be
approximately $61.2 million,* of which $56.3 million* has been incurred through
June 30, 1999. In addition, previously unbudgeted costs associated with the
start up of a new joint venture in Japan in April 1999 are estimated to be $4.6
million,* of which $1.4 million* was incurred through June 30, 1999. These
previously unbudgeted costs will be shared by Manulife Financial and its joint
venture partner. There can be no assurance that the actual costs incurred will
not be materially higher than estimated. Manulife Financial's Year 2000 costs
were $8.5 million* for the first six months of 1999, including the total joint
venture costs, and $15.9 million* for the first six months of 1998. Most costs
will be expensed as incurred; however, those costs attributed to the purchase of
new software and hardware will generally be capitalized. A proportional amount
of the total cost will be allocated to the Company and is not expected to have a
material effect on the Company's net operating income.
*All figures are shown in US dollars converted from Canadian dollars using the
average exchange rate of 1.493 in effect June 30, 1999.
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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
This report on Form 10-Q/A for the Company's quarterly period ended
June 30, 1999 (the "Form 10-Q/A") is being filed solely to change
certain disclosure in the fifth paragraph under "Impact of Year 2000"
on page 14 of the Form 10-Q/A. There are no other changes from the
Company's original 10-Q filed on August 16, 1999 for the quarterly
period ended June 30, 1999 (other than the date of the signature
pages).
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.
15
<PAGE> 16
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
16
<PAGE> 17
22 Not Applicable
23 (i) Not Applicable
23(ii) Not Applicable
24(i) 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.
24(ii) Power of Attorney, James O'Malley and Thomas Borshoff --
Incorporated by reference to Exhibit 14 to post-effective amendment
no. 6 on Form N-4, file number 33-79112, filed March 2, 1999.
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.
17
<PAGE> 18
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: August 18, 1999
<PAGE> 19
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial data schedule for quarter ended June 30, 1999
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 123,831
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 162,360
<CASH> 4,624
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 44,538
<TOTAL-ASSETS> 1,194,160
<POLICY-LOSSES> 116,699
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 967,769
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,000
<OTHER-SE> 78,119
<TOTAL-LIABILITY-AND-EQUITY> 1,194,160
23
<INVESTMENT-INCOME> 7,699
<INVESTMENT-GAINS> 78
<OTHER-INCOME> 6,857
<BENEFITS> 2,687
<UNDERWRITING-AMORTIZATION> 2,468
<UNDERWRITING-OTHER> 5,504
<INCOME-PRETAX> 3,998
<INCOME-TAX> (1,399)
<INCOME-CONTINUING> 2,599
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,599
<EPS-BASIC> 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>
