<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission File Number: 33-57020
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
23-2030787
(I.R.S. Employer Identification No.)
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
(416) 926-6700
(Registrant's telephone number, including area code)
Indicate 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 July 15, 1997 is 4,501,860.
<PAGE> 2
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
Quarterly Report on Form 10-Q
For the period ended June 30, 1997
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I Financial Information 3
Item 1. Financial Statements 3
Balance Sheets as of June 30, 1997 and December 31, 1996 3
Statements of Income for the three and six month period ended June 30, 1997 and 1996 4
Statements of Cash Flows for the six months ended June 30, 1997 and 1996 5
Notes to Financial Statements 6
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 7
Part II Other Information 9
Item 1 Legal Proceedings 9
Item 2 Change in Securities 9
Item 3 Default upon Senior Securities 9
Item 4 Submission of Matters to a vote of Security Holders 9
Item 5 Other Information 9
Item 6A Exhibits 9
Item 6B Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As at As at
June 30 December 31
ASSETS ($ thousands) 1997 1996
----------- -----------
Investments: (Unaudited)
<S> <C> <C>
Securities available-for-sale, at fair value:
Fixed maturity (amortized cost: 1997 $38,646; 1996 $50,456) $ 39,306 $ 51,708
Equity (cost: 1997 $18,525; 1996 $19,450) 22,206 21,572
Mortgage loans 602 645
Policy loans 12,690 9,822
Cash and short-term investments 30,636 17,493
TOTAL INVESTMENTS $ 105,440 $ 101,240
Guaranteed annuity contracts -- 171,691
Deferred acquisition costs 110,495 102,610
Income taxes recoverable -- 10,549
Deferred income taxes 964 1,041
Other assets 12,194 7,378
Separate account assets 778,594 668,094
TOTAL ASSETS $ 1,007,687 $1,062,603
LIABILITIES, CAPITAL AND SURPLUS ($ thousands) 1997 1996
Liabilities:
Policyholder liabilities and accruals $ 93,909 $ 91,915
Bonds payable -- 158,760
Surplus note 8,500 8,500
Due to (from) affiliates (1,250) 11,122
Other liabilities 9,439 7,582
Separate account liabilities 778,594 668,094
TOTAL LIABILITIES $ 889,192 $ 945,973
Capital and Surplus:
Common shares 4,502 4,502
Preferred shares 10,500 10,500
Contributed surplus 98,569 98,569
Retained earnings 2,523 1,726
Net unrealized gain on securities
available-for-sale 2,401 1,333
TOTAL CAPITAL AND SURPLUS 118,495 116,630
TOTAL LIABILITIES, CAPITAL AND SURPLUS $ 1,007,687 $1,062,603
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
($ thousands) 1997 1996 1997 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE:
Premiums $ 692 $ 4,108 $ 2,647 $ 8,743
Fee income 12,374 7,275 22,877 15,323
Net investment income 3,406 3,373 6,688 9,121
Realized investment losses (371) (541) (205) (484)
Other 343 1,087 666 2,121
- -------------------------------------------------------------------------------------------------
TOTAL REVENUE $ 16,444 $ 15,302 $ 32,673 $ 34,824
- -------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES:
Policyholder benefits and claims $ (1,054) $ 4,871 $ 1,693 $ 9,734
Operating costs and expenses 7,538 6,851 16,064 16,223
Commissions 1,013 1,874 2,346 3,457
Amortization of deferred acquisition costs 3,724 2,730 7,324 5,055
Interest expense -- 3,331 2,156 6,377
Policyholder dividends 411 362 1,233 706
- -------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES $ 11,632 $ 20,019 $ 30,816 $ 41,552
- -------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES 4,812 (4,717) 1,857 (6,728)
- -------------------------------------------------------------------------------------------------
INCOME TAX BENEFIT (EXPENSE) (2,096) 2,063 (1,060) 2,646
- -------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ 2,716 $ (2,654) $ 797 $ (4,082)
- -------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
($ thousands) 1997 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities:
Net income (loss) $ 797 $ (4,082)
Adjustments to reconcile net income to net cash used in operating activities:
Additions (decreases) to policy liabilities (835) 6,438
Deferred acquisition costs (15,209) (20,788)
Amortization of deferred acquisition costs 7,324 5,055
Realized losses on investments 205 484
Decreases to deferred income taxes 77 1,929
Other (6,086) 2,734
- ---------------------------------------------------------------------------------------------------------
Net cash used in operating activities (13,727) (8,230)
- ---------------------------------------------------------------------------------------------------------
Investing Activities:
Fixed maturity securities sold 60,461 40,866
Fixed maturity securities purchased (46,244) (35,247)
Equities sold 4,359 5,468
Equities purchased (4,555) (1,615)
Mortgage loans repaid (43) 3,128
Policy loans advanced, net (2,868) (1,567)
Guaranteed annuity contracts 171,691 (5,883)
- ---------------------------------------------------------------------------------------------------------
Cash provided by investing activities 182,801 5,150
- ---------------------------------------------------------------------------------------------------------
Financing Activities:
Receipts from variable life and annuity policies
credited to policyholder account balances 4,048 3,191
Withdrawals of policyholder account balances on
variable life and annuity policies (1,219) (1,599)
Issuance of shares -- 15,000
Repayment of bonds payable (158,760) (10,303)
- ---------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities (155,931) 6,289
- ---------------------------------------------------------------------------------------------------------
Cash and Short-Term Investments:
Increase during the period 13,143 3,209
Balance, beginning of year 17,493 17,881
- ---------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD $ 30,636 $ 21,090
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
1. ORGANIZATION
The Manufacturers Life Insurance Company of America ("ManAmerica" or
the "Company") is a wholly-owned subsidiary of The Manufacturers Life
Insurance Company (U.S.A.) ("ManUSA" or the "Parent"), which is in turn
an indirect wholly-owned subsidiary of The Manufacturers Life Insurance
Company ("Manulife Financial"), a Canadian-based mutual life insurance
company. The Company markets variable annuity and variable life
products in the United States and traditional insurance products in
Taiwan.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The
Manufacturers Life Insurance Company of America and its wholly-owned
subsidiaries 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 ManAmerica's annual report on Form 10-K for the year ended
December 31, 1996. Operating results for the six months ended June 30,
1997 are not necessarily indicative of the results that may be expected
for the full year ending December 31, 1997.
3. GUARANTEED ANNUITY CONTRACTS AND BONDS PAYABLE
The Company's wholly-owned subsidiary, Manufacturers Life Mortgage
Securities Corporation, has historically invested amounts received as
repayments of mortgage loans in annuities issued by ManUSA. These
annuities were collateral for the 8 1/4% mortgage-backed bonds
payable. On March 1, 1997 the annuities matured and the proceeds were
used to repay the bonds payable.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following analysis of the consolidated results of operations and financial
condition of the Manufacturers Life Insurance Company of America, (hereafter
referred to as the Company) should be read in conjunction with the Consolidated
Financial Statements and the related Notes to Consolidated Financial Statements.
CORPORATE STRUCTURE
The Company is a U.S. direct wholly-owned subsidiary of The Manufacturers Life
Insurance Company (U.S.A.), which in turn is a direct wholly-owned subsidiary of
the Manulife Reinsurance Corporation (U.S.A.) ("MRC"). MRC is an indirectly
wholly-owned subsidiary of The Manufacturers Life Insurance Company
("Manufacturers Life"), a Canadian mutual insurance company. Manufacturers Life,
with consolidated assets under management at December 31, 1996 of $68.6 billion
($Can), actively operates in thirteen countries worldwide. Manufacturers Life
has been doing business in the United States since 1903.
REVIEW OF CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION
The discussion that follows focuses on the results for the six months ended June
30, 1997 compared to the results for the six months ended June 30, 1996.
PREMIUMS
Premiums decreased to $2.6 million in the first six months of 1997, compared to
$8.7 million in the previous year. This is due to slower sales and higher lapses
of individual insurance in the Taiwan branch operations.
FEE INCOME
Fee income increased to $22.9 million in the first half of 1997, compared to
$15.3 million in the previous year. This reflects higher fees on the growing
block of universal life business.
NET INVESTMENT INCOME
Net investment income was $6.7 million in the first half of 1997, compared to
$9.1 million in the same period of 1996. This is a result of lower stock market
gains in the first half of 1997 compared to the same period in 1996, and the
repayment of the Manufacturers Life Mortgage Securities Corporation ("MLMSC")
bonds on March 1, 1997, which resulted in lower assets and therefore lower
investment income.
REALIZED CAPITAL GAINS
Realized losses in the first six months of 1997 were $0.2 million compared to
losses of $0.5 million in the same period of 1996. The Company does not actively
trade assets for capital gains.
POLICYHOLDER BENEFITS
Policyholder benefits were $1.7 million in the first six months of 1997,
compared to $9.7 million in the first half of 1996. The decrease is primarily
due to lower increases in policyholder general fund liabilities in Taiwan, due
to lower sales and higher lapses, and a decrease in policyholder liabilities in
the U.S. due to lapses.
7
<PAGE> 8
NET INCOME
Net income in the first six months of 1997 was $0.8 million, compared to a net
loss of $4.1 million in the same period of 1996. This improvement is primarily
due to reduced new premium strain and release of reserve strain.
ASSETS
Separate account assets were $779 million at the end of the first six months of
1997, compared to $668 million at the end of 1996. This growth reflects net cash
transfers to the separate accounts of $50 million plus $60 million due to
positive investment performance of the underlying investment funds. General
account assets were $229 million at the end of the first six months of 1997,
compared to $395 million at the end of 1996. This decrease was primarily due to
the repayment on March 1, 1997 of the mortgage backed bonds in MLMSC in the
amount of $159 million.
LIABILITIES
The Company's separate account liabilities increased $110.5 million. Separate
Account liabilities move in tandem with changes in Separate Account assets.
The repayment of the mortgage backed bonds in MLMSC on March 1, 1997 also
decreased general fund liabilities by $159 million.
8
<PAGE> 9
PART II -- OTHER INFORMATION
Item 1 - Legal Proceedings
Nothing to report.
Item 2 - Changes in Securities
Nothing to report.
Item 3 - Defaults upon Senior Securities
Nothing to report.
Item 4 - Submission of Matters to a Vote
of Security Holders
An action by written consent of the sole stockholder of the Company, The
Manufacturers Life Insurance Company (U.S.A.), with regard to elect and appoint
Sandra M. Cotter, James D. Gallagher, Bruce Gordon, Donald A. Guloien, Theodore
Kilkuskie, Jr., Joseph J. Pietroski and John D. Richardson as the Board of
Directors of the Company was approved on May 30, 1997.
Item 5 - Other Information
Nothing to report.
Item 6A - Exhibits
<TABLE>
<CAPTION>
Page in Sequential
Numbering System
Where Exhibit
Exhibit No. Description Located
- ----------------------- ----------------------------- --------------------
<S> <C> <C>
(1) Not Applicable
(2) None
(3) (a) (i) Restated Articles of Filed as Exhibit 3
Redomestication of The (A) (i) to Post-
Manufacturers Life Effective Amendment
Insurance Company of No. 6 on Form S-1
America** filed by The
Manufacturers Life
Insurance Company of
America on December
9, 1996 (File No.
33-57020)
(3) (b) (i) By-Laws of The Filed as Exhibit 3
Manufacturers Life (b) (i) to Post-
Insurance Company of Effective Amendment
America** No. 6 on Form S-1
filed by The
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C>
Manufacturers Life
Insurance Company of
America on December
9, 1996 (File No.
33-57020)
(4) (a) Form of Multi-Account Incorporated
Flexible Variable reference to Exhibit
(4) (a) to Pre-
Effective Amendment
No. 1 on Form S -1
filed by The
Manufacturers Life
Insurance Company of
America on February
10, 1994 (File No.
33-57020)
(4) (b) (i) Individual Retirement Incorporated by
Annuity Rider reference to Exhibit
(4) (b) (i) to Pre-
Effective Amendment
No. 1 on Form S-1
filed by The
Manufacturers Life
Insurance Company
of America on February
10, 1994 (File No.
33-57020)
(4) (b) (i) (a) Trustee-Owned Policies Incorporated by
Annuity Rider reference to Exhibit
(4) (b) (i) (a) to Pre-
Effective Amendment
No. 1 on Form S-1
filed by The
Manufacturers Life
Insurance Company of
America on February
10, 1994 (File No.
33-57020)
(4) (b) (ii) Unisex Endorsement Incorporated by
reference to Exhibit
(4) (b) (ii) to the
registration state-
ment on Form N-4
filed by The
Manufacturers Life
Insurance Company of
America on January
13, 1993 (File No.
33-57018)
(4) (b) (iii) Endorsement 0646-END.001 Filed Herewith
</TABLE>
10
<PAGE> 11
<TABLE>
<S> <C> <C>
(5) Not Applicable
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) (a) Reinsurance Agreement Incorporated by
reference
to Exhibit (10) (a)
to Pre-Effective
Amendment No. 1 on
Form S-1 filed by
The Manufacturers
Life Insurance Company
of America on February 10,
1994 (File No. 33-57018)
(10) (b) (i) Service Agreement Incorporated by
between Manufacturers reference to Exhibit
Life of America and 8 (a) to the registration
The Manufacturers statement on Form N-4
Life Insurance filed by The Manufacturers
Company Life Insurance Company of
America on January 13, 1993
(File No. 33-57018)
(10) (b) (ii) Amendment to Service Incorporated by
Agreement reference to Exhibit (8) (b)
to the registration state-
ment on Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
January 13, 1993
(File No. 33-57018)
(10) (b) (iii) Second Amendment to Incorporated by
Service Agreement reference to Exhibit
(10) (b) (iii) to the
registration state-
ment on Form N-4
filed by The
Manufacturers Life
Insurance Company of
America on April 29,
1994 (File No. 33-
57018)
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C> <C>
(10) (b) (iv) Service Agreement between Incorporated by
The Manufacturers Life reference to Exhibit
Insurance Company and (8) (d) to Post-
ManEquity, Inc. dated Effective Amendment
January 2, 1991 as amended No. 1 statement on
March 1, 1994 Form N-4 filed by
The Manufacturers
Life Insurance
Company of America
on May 2, 1994 (File No. 33-57018)
(10) (c) Specimen Agreement between Incorporated by
ManEquity, Inc. and reference to Exhibit
registered representatives (3) (b) (i) to the
registration state-
ment on Form N-4
filed by The
Manufacturers Life
Insurance Company of
America on January
13, 1993 (File No. 33-57018)
(10) (d) Specimen Agreement between Incorporated by
Incorporated by ManEquity, reference to
and Dealers Exhibit (3) (B) (ii) TO
the registration state-
ment on Form N-4
filed by The
Manufacturers Life
Insurance Company of
America on January
13, 1993 (File No. 33-57018)
(11) None
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) None
(16) Not Applicable
(17) Not Applicable
(18) None
(19) None
(20) Not Applicable
(21) Not Applicable
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C> <C>
(22) None
(23) None
(24) Power of Attorney** Filed as Exhibit
(12) to Post-
Effective Amendment
No. 10 on Form S-6
filed by The
Manufacturers Life
Insurance Company of
America on February
28, 1997 (File No.33-52310)
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule Filed Herewith
(28) Not Applicable
</TABLE>
** Filed Electronically
Item 6B - Reports on Form 8-K
No reports on Form 8-K were filed during
the quarter.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Securities and 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 AMERICA
(Registrant)
August 14, 1997 By: /s/ Douglas H. Myers
- ---------------------------- ------------------------------
Date DOUGLAS H. MYERS
Vice-President, Finance
(Principal Financial Officer)
August 14, 1997 By: /s/ Donald A. Guloien
- ---------------------------- ------------------------------
Date DONALD A. GULOIEN
President & Director
(Principal Executive Officer)
14
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
4(b)(iii) Endorsement 0646-END.001
27 Financial data schedule for quarter ended June 30, 1997
15
<PAGE> 1
ENDORSEMENT 0646-END.001
This endorsement modifies the corresponding sections, as indicated, in forms
with numbers beginning 0646.
DEFINITIONS
For purposes of this endorsement, the following term(s) will have the indicated
meanings(s):
FUND is a separate portfolio of Manulife Series Fund, Inc., NASL Series Trust,
both mutual funds in which Separate Account Two invests, or any successor
mutual fund.
POLICY VALUE COMPOSITION
The following replaces the VARIABLE ACCOUNT sub-section within this section.
VARIABLE ACCOUNTS. Purchase Payments and values allocated to a Variable Account
are invested in shares of the underlying Fund designated for that Variable
Account. The Variable Accounts are as listed on the Policy Information Page.
SEPARATE ACCOUNTS
The following replaces the SEPARATE ACCOUNT TWO sub-section of this section.
SEPARATE ACCOUNT TWO. Separate Account Two is a segregated asset account that
we maintain to support the Variable Account obligations under variable annuity
contracts. Separate Account Two is authorized to invest in shares of Manulife
Series Fund, Inc., an open-end diversified management investment company, NASL
Series Trust, an open-end investment company, or any successor open-end
investment company.
The portion of the assets of Separate Account Two equal to the reserves and
other contract liabilities with respect to such account are not chargeable with
liabilities arising out of any other business we may conduct. Moreover, the
income, gains and losses, realized or unrealized, from assets allocated to
Separate Account Two shall be credited to or charged against such account
without regard to our other income, gains or losses.
We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the Fund shares that are held
by Separate Account Two or that Separate Account Two may purchase. We reserve
the right to eliminate the shares of any of the eligible Funds and to substitute
shares of another Fund of the Manulife Series Fund, Inc., NASL Series Trust, or
of another open-end registered investment company, if the shares of any eligible
Fund are no longer available for investment, or if in our judgment further
investment in any eligible Fund should become inappropriate in view of the
purposes of Separate Account Two. We will not substitute any shares attributable
to your interest in a Variable Account without notice to you and prior approval
of the Securities and Exchange Commission to the extent required by the
Investment Company Act of 1940. Nothing contained herein shall prevent Separate
Account Two from purchasing other securities for other series or classes of
contracts, or from effecting a conversion between shares of another open-end
investment company.
We reserve the right, subject to compliance with applicable law, to create new
separate accounts; to combine any two or more registered separate accounts
including Separate Account Two; and to transfer assets from Separate Account
Two to another registered separate account, and from
<PAGE> 2
another registered separate account to Separate Account Two.
We reserve the right, subject to compliance with applicable law, to establish
additional Variable Accounts which would invest in shares of a new Fund of the
Manulife Series Fund, Inc., NASL Series Trust, or in shares of another open-end
investment company. We also reserve the right to eliminate existing Variable
Accounts, to combine Variable Accounts or to transfer assets in a Variable
Account to another separate account established by us or an affiliated company.
In the event of any such substitution or change, we may, by appropriate
endorsement, make such changes in this and other Contracts as may be necessary
or appropriate to reflect such substitutions or change. If deemed by us to be
in the best interests of persons having voting rights under the Contracts,
Separate Account Two may be operated as a management company under the
Investment Company Act of 1940 or it may be deregistered under such Act in the
event such registration is no longer required.
CHARGES
The Transfer Charge sub-section within this section is deleted in its entirety.
TRANSFERS
Subparagraph (a) under TRANSFERS is replaced with the following:
(a) You may make transfers at any time. There is no charge for transfers. We
reserve the right to limit, upon notice, the maximum number of transfers you
may make per Policy Year to one per month or six at any time within a Policy
Year. We reserve the right to defer the transfer privilege at any time that we
are unable to purchase or redeem shares of the Fund. In addition, in accordance
with applicable law, we reserve the right to modify or terminate the transfer
privilege at any time.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
/s/ Donald A. Guloien /s/ James W. Gallagher
- -------------------------- ---------------------------
PRESIDENT SECRETARY
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 39,306
<DEBT-CARRYING-VALUE> 39,306
<DEBT-MARKET-VALUE> 39,306
<EQUITIES> 22,206
<MORTGAGE> 602
<REAL-ESTATE> 0
<TOTAL-INVEST> 105,440
<CASH> 30,636
<RECOVER-REINSURE> 5,622
<DEFERRED-ACQUISITION> 110,495
<TOTAL-ASSETS> 1,007,687
<POLICY-LOSSES> 93,409
<UNEARNED-PREMIUMS> 1,999
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 778,594
<NOTES-PAYABLE> 0
4,502
0
<COMMON> 10,500
<OTHER-SE> 103,493
<TOTAL-LIABILITY-AND-EQUITY> 1,007,687
2,647
<INVESTMENT-INCOME> 6,688
<INVESTMENT-GAINS> (205)
<OTHER-INCOME> 666
<BENEFITS> 1,693
<UNDERWRITING-AMORTIZATION> 7,324
<UNDERWRITING-OTHER> 18,410
<INCOME-PRETAX> 4,812
<INCOME-TAX> (2,096)
<INCOME-CONTINUING> 2,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,716
<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>
