<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 September 30, 1998
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 September 30, 1998 is 4,501,860.
<PAGE> 2
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
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 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as at September 30, 1998 and December 31, 1997 3
Consolidated Statements of Income for the three and nine month periods ended September 30, 1998 and 1997 4
Statements of Cash Flows for the nine months ended September 30, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 7
Part II Other Information 13
Item 1 Legal Proceedings 13
Item 2 Change in Securities 13
Item 3 Default upon Senior Securities 13
Item 4 Submission of Matters to a vote of Security Holders 13
Item 5 Other Information 13
Item 6A Exhibits 13
Item 6B Reports on Form 8-K 16
</TABLE>
2
<PAGE> 3
The Manufacturers Life Insurance Company of America
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
As at As at
September 30 December 31
ASSETS ($ thousands) 1998 1997
- -------------------------------------------------------------------------------------------------------------------
Investments: (Unaudited)
<S> <C> <C>
Securities available-for-sale, at fair value:
Fixed maturity (amortized cost: 1998 $49,413; 1997 $66,565) $ 54,255 $ 67,893
Equity (cost: 1998 $20,013; 1997 $20,153) 17,886 19,460
Policy loans 18,341 14,673
Cash and short-term investments 21,559 22,012
- -------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $ 112,041 $ 124,038
- -------------------------------------------------------------------------------------------------------------------
Deferred acquisition costs 155,300 130,355
Income taxes recoverable 4,225 5,679
Other assets 7,508 9,495
Separate account assets 929,356 897,044
- -------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,208,430 $ 1,166,611
===================================================================================================================
LIABILITIES, CAPITAL AND SURPLUS ($ thousands) 1998 1997
- -------------------------------------------------------------------------------------------------------------------
Liabilities:
Policyholder liabilities and accruals $ 99,494 $ 94,477
Notes payable 8,500 41,500
Due to affiliates 14,008 13,943
Deferred income taxes 2,334 1,174
Other liabilities 15,873 11,704
Separate account liabilities 929,356 897,044
- -------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 1,069,565 $ 1,059,842
===================================================================================================================
Capital and Surplus:
Common shares $ 4,502 $ 4,502
Preferred shares 10,500 10,500
Contributed surplus 132,887 98,569
Retained earnings (deficit) (4,677) (1,910)
Foreign currency translation adjustment (5,986) (5,272)
Net unrealized gain on securities
available-for-sale 1,639 380
- -------------------------------------------------------------------------------------------------------------------
TOTAL CAPITAL AND SURPLUS $ 138,865 $ 106,769
- -------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES, CAPITAL AND SURPLUS $ 1,208,430 $ 1,166,611
===================================================================================================================
</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 Nine Months Ended
September 30 September 30
($ thousands) 1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE:
Premiums $ 2,109 $ 2,376 $ 6,267 $ 6,018
Fee income 13,581 10,114 39,592 32,519
Net investment income 1,578 (387) 4,197 6,301
Realized investment gains (losses) - 117 (8) (88)
Other 156 43 260 186
- ---------------------------------------------------------------------------------------------------------------------
TOTAL REVENUE $ 17,424 $ 12,263 $50,308 $ 44,936
- ---------------------------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 3,879 $ 5,357 $ 11,461 $ 7,050
Operating costs and expenses 10,320 9,457 29,793 25,521
Commissions 599 609 1,895 2,955
Amortization of deferred acquisition costs 3,641 2,890 8,127 10,214
Interest expense 381 - 2,265 2,156
Policyholder dividends 180 49 974 1,282
- ---------------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES $ 19,000 $ 18,362 $ 54,515 $ 49,178
- ---------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES (1,576) (6,099) (4,207) (4,242)
- ---------------------------------------------------------------------------------------------------------------------
INCOME TAX BENEFIT (EXPENSE) 472 2,036 1,440 976
- ---------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (1,104) $ (4,063) $ (2,767) $(3,266)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
The Manufacturers Life Insurance Company of America
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
($ thousands) 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities:
Net loss $ (2,767) $ (3,266)
Adjustments to reconcile net income to net cash used in operating activities:
Additions (decreases) to policy liabilities 3,598 (2,213)
Deferred acquisition costs (33,818) (20,267)
Amortization of deferred acquisition costs 8,127 10,214
Realized losses on investments 8 88
Additions (decreases) to deferred income taxes 620 (2,577)
Other 9,206 3,533
- -------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities $ (15,026) $ (14,488)
- -------------------------------------------------------------------------------------------------------------------
Investing Activities:
Fixed maturity securities sold $ 23,363 $ 67,003
Fixed maturity securities purchased (6,654) (46,244)
Equities sold 7,032 6,671
Equities purchased (6,919) (6,752)
Policy loans advanced, net (3,668) (3,696)
Guaranteed annuity contracts - 171,691
- -------------------------------------------------------------------------------------------------------------------
Cash provided by investing activities $ 13,154 $ 188,673
- -------------------------------------------------------------------------------------------------------------------
Financing Activities:
Receipts from variable life and annuity policies
credited to policyholder account balances $ 6,071 $ 5,735
Withdrawals of policyholder account balances on
variable life and annuity policies (4,652) (2,891)
Repayment of bonds payable - (158,760)
- -------------------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities $ 1,419 $ (155,916)
- -------------------------------------------------------------------------------------------------------------------
Cash and Short-Term Investments:
Increase (decrease) during the period $ (453) $ 18,269
Balance, beginning of year 22,012 17,493
- -------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD $ 21,559 $ 35,762
- -------------------------------------------------------------------------------------------------------------------
</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
September 30, 1998
(Unaudited)
1. 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, 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 capital and surplus 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>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
COMPREHENSIVE INCOME: 1998 1997 1998 1997
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $ (1,104) $ (4,063) $ (2,767) $ (3,266)
Other comprehensive income, net of tax:
Unrealized holding gains (losses)
on available-for-sale securities 269 (396) 1,259 672
Foreign currency translation 75 -- (714) --
------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) $ 344 $ (396) $ 545 $ 672
------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS) $ (760) $ (4,459) $ (2,222) $ (2,594)
------------------------------------------------------------------------------------------------------------
</TABLE>
Other comprehensive income is reported net of taxes of $185 and $(213)
for the three months and $293 and $362 for the nine months ended
September 30, 1998 and 1997, respectively.
6
<PAGE> 7
3. CAPITAL CONTRIBUTION
On June 30, 1998 an outstanding promissory note issued by the Company
on December 5, 1997 to ManUSA in the amount of $34.3 million ($33
million principal plus $1.3 million accrued interest) was converted to
capital and reported as contributed surplus.
4. COMPARATIVE FIGURES
Certain amounts in the 1997 financial statements have been reclassified
to conform to the 1998 financial statement presentation.
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 "ManAmerica" or the "Company") should be read in conjunction with
the Consolidated Financial Statements and the related Notes to Consolidated
Financial Statements.
CORPORATE STRUCTURE AND OVERVIEW
The Company is a direct wholly-owned U.S. subsidiary of The Manufacturers Life
Insurance Company (U.S.A.) ("ManUSA"), 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
("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.
The Company is active in two distinct businesses:
a) Domestically, the sale of Variable Insurance Products
b) Internationally, the sale of individual insurance products through
Branch Operations in Taiwan
7
<PAGE> 8
VARIABLE PRODUCTS
During the last four years the company has grown significantly through variable
insurance sales. This growth reflects:
a) continuing shift in consumer preference as they seek greater
control over their investment decision making,
b) more active marketing and sales practices by the company,
c) increased consumer acceptance of this product due to increasing
estate planning needs.
This growth has continued in 1998 with variable universal life (VUL) deposits
for the nine months ending September, 1998 being 128% of the VUL deposits for
the same period in 1997. The Company's introduction in 1997 of a corporate-owned
(COLI) Variable Universal Life contract together with the addition of nineteen
new investment accounts have been positively received as discussed in detail
below.
Variable annuity deposits for the nine months ended September 30, 1998 were 22%
of deposit levels for the same period in 1997. The Company has de-emphasized the
sale of variable annuities and concentrated on the sale of estate planning
variable life products which is more consistent with its client and producer
base.
Variable annuities for Manulife Financial are currently being marketed through
an affiliated company, The Manufacturers Life Insurance Company of North
America.
TAIWAN
The Company entered Taiwan in 1992 as a start-up venture to sell traditional
insurance products through its Taiwan branch with full operations commencing
during 1995. The currency crisis experienced in Asia in the fourth quarter of
1997 impacted the Taiwan branch operations through higher lapses as
policyholders had difficulty paying premiums largely denominated in U.S.
dollars. During the first nine months of 1998, there has been a significant
improvement in the Taiwan business lapse ratios compared to 1997. Taiwan
premiums for the nine months ended September 30, 1998 have increased by $0.5
million compared to the same period for 1997.
In addition to the above businesses, the Company assumes reinsurance from its
Parent Company, ManUSA. The Company reinsures an inforce individual
participating life insurance block of business which does not include any new
business.
REVIEW OF CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION
The discussion that follows focuses on the results for the nine months and three
months ended September 30, 1998 compared to the results for the nine months and
three months ended September 30, 1997.
DEPOSITS AND PREMIUMS
Variable universal life (VUL) deposits of $154.1 million for the nine months and
$51.0 million for the three months ended September 30, 1998 were 28% and 40%
higher respectively than the VUL deposits of $120.2 million and $36.5 million
for the same periods in 1997. Sales of the corporate-owned (COLI) Variable
Universal Life contract, which was introduced in 1997, continued to increase in
the third quarter
8
<PAGE> 9
of 1998 compared to 1997. The growth in the COLI business in the first nine
months of 1998 has contributed to the increase in the separate account assets
from $897 million at the end of 1997 to $929 million at September 30, 1998. The
growth in VUL business was offset in part by unfavorable investment performance.
Overall premium income was $6.3 million for the nine months and $2.1 million for
the three months ended September 30, 1998 compared to $6.0 million and $2.4
million for the same period of 1997. U.S. premiums assumed from ManUSA have
decreased by $0.3 million and Taiwan premiums have increased by $0.5 million for
the nine months ended September 30, 1998 compared to the same period of 1997.
FEE INCOME
Fee income increased by $7.1 million, or 22%, for the nine months and $3.5
million, or 34%, for the three months ended September 30, 1998 from the same
periods in 1997. The majority of the increase in fee income in 1998 is
attributable to cost of insurance charges on a larger inforce block of business
in 1998 compared to 1997. Cost of insurance charges increased by $5.3 million,
or 34%, for the nine months and increased by $2.5 million, or 52%, for the three
months ended September 30, 1998 from the same periods in 1997.
NET INVESTMENT INCOME
Net investment income was $4.2 million for the nine months ended September 30,
1998, compared to $6.3 million in the same period of 1997. Included in the 1997
net investment income amount is approximately $2.5 million of interest earned on
the Manufacturers Life Mortgage Securities Corporation ("MLMSC") bonds which
were repaid on March 1, 1997. Excluding this item, net investment income in the
nine months ended September 30, 1998 increased by approximately $0.4 million
compared to the same period of 1997.
POLICYHOLDER BENEFITS
Policyholder benefits increased by $4.4 million for the nine months and
decreased by $1.5 million for the three months ended September 30, 1998 compared
to the same periods in 1997. The increase in the policyholder benefits for the
nine months ended September 30, 1998 is primarily due to increased reserves for
the Taiwan business due to new business and a slower run-off of reserves in the
first nine months of 1998 as lower surrender levels were experienced compared to
the same period in 1997.
9
<PAGE> 10
EXPENSES AND DEFERRED ACQUISITION COSTS (DAC) AMORTIZATION
Operating costs and expenses, including commissions, were $64.1 million for the
nine months and $19.8 for the three months ended September 30, 1998 compared to
$48.3 million and $15.6 million for the same periods in 1997 before deferral of
acquisition expenses. Net of deferred acquisition costs, these costs were $31.7
million for the nine months and $10.9 million for the three months ended
September 30, 1998 compared to $25.9 million and $7.6 million for the same
periods in 1997. The increase in expenses in the nine months and three months
ended September 30, 1998 is primarily attributable to costs incurred in the sale
of the COLI variable universal life product introduced in 1997. A significant
portion of these expenses have been deferred in 1998 resulting in an increase in
the DAC asset as explained below. The DAC amortization expense was $8.1 million
for the nine months ended September 30, 1998 compared to $10.2 million for the
same period in 1997. The decrease is due primarily to a lower amortization rate
used in 1998 compared to 1997 because of assumption changes. The DAC
amortization expense for the three months ended September 30, 1998 was $3.6
million compared with $2.9 million for the same period in 1997. This increase is
attributable to additional amortization of Taiwan DAC resulting from unlocking
as actual experience varied from estimated.
NET INCOME
A net loss of $2.8 million was reported for the nine months ended September 30,
1998 compared to a net loss of $3.3 million for the same period in 1997.
Increased fee income and lower DAC amortization expense in the nine months
ending September 30, 1998 were offset by higher policyholder benefits and
operating costs and expenses and lower investment income. The net loss was $1.1
million for the three months ending September 30, 1998 compared to a net loss of
$4.1 million for the same period in 1997. The lower net loss in the three months
ended September 30, 1998 is due to increased fee and investment income and lower
policyholder benefits compared to the same period in 1997.
ASSETS
Separate account assets were $929 million at September 30, 1998 compared to $897
million at the end of 1997. The increase in separate account assets due to net
cash transfers of $69.0 million was offset by $36.6 million of losses due to
unfavorable stock market performance during this period. For the three months
ended September 30, 1998, net transfers totaled $21.8 million compared to $17.9
million for the same period in 1997, and investment losses of $107.4 million
were recorded in the three months ended September 30, 1998 compared to
investment gains of $65.2 million in 1997.
DAC increased from $130.4 million at the end of 1997 to $155.3 million as at the
end of September 30, 1998. This increase is primarily due to deferrable
acquisition costs associated with the sale of the COLI product introduced in
1997.
LIABILITIES
The Company's separate account liabilities increased $32.3 million. Separate
Account liabilities move in tandem with changes in Separate Account assets.
General account liabilities decreased from $162.8 million at the end of 1997 to
$143.1 million at September 30, 1998 due primarily to the conversion of a note
payable of approximately $34 million to capital in the second quarter of 1998.
See Note 3 for additional details.
10
<PAGE> 11
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 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
11
<PAGE> 12
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.
12
<PAGE> 13
PART II--OTHER INFORMATION
<TABLE>
<S> <C>
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
Nothing to report.
Item 5 - Other Information
Nothing to report.
Item 6A - Exhibits
</TABLE>
<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 Incorporated by reference to Exhibit 3
Redomestication of The (A) (i) to Post-Effective Amendment
Manufacturers Life No. 6 on Form S-1 filed by The
Insurance Company of Manufacturers Life Insurance Company of
America** America on December 9, 1996 (File No.
33-57020)
(3)(b)(i) By-Laws of The Incorporated by reference to Exhibit 3(b)(i)
Manufacturers Life to Post- Effective Amendment No. 6 on
Insurance Company of Form S-1 filed by The Manufacturers Life
America** Insurance Company of America on
December 9, 1996 (File No. 33-57020)
(4)(a) Form of Multi-Account Incorporated reference to Exhibit (4)(a)
Flexible Variable 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)
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C> <C>
(4)(b)(i) Individual Retirement Incorporated by reference to Exhibit
Annuity Rider (4)(b)(i) to Pre-Effective Amendment
No. 1 on Form S-1filed 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 reference to Exhibit
Annuity Rider (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 statement 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 Incorporated by reference to Exhibit
(4)(b)(ii) to Form 10Q by The Manufacturers
America on August 14, 1997 (File No. 33-57020)
(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 reference to Exhibit 8(a)
between Manufacturers to the registration statement on Form N-4
Life of America and filed by The Manufacturers Life Insurance
The Manufacturers Company of America on January 13, 1993
Life Insurance (File No. 33-57018)
Company
(10)(b)(ii) Amendment to Service Incorporated by reference to Exhibit (8)(b)
Agreement to the registration statement on Form N-4
filed by The Manufacturers Life Insurance
Company of America on January 13, 1993
(File No. 33-57018)
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C> <C>
(10)(b)(iii) Second Amendment to Incorporated by reference to Exhibit
Service Agreement (10)(b)(iii) to the registration statement on
Form N-4 filed by The Manufacturers Life
Insurance Company of America on April
29, 1994 (File No. 33-57018)
(10)(b)(iv) Service Agreement between Incorporated by reference to Exhibit
The Manufacturers Life (8)(d) to Post- Effective Amendment
Insurance Company and No. 1 statement on Form N-4 filed by
ManEquity, Inc. dated The Manufacturers Life Insurance
January 2, 1991 as amended Company of America on May 2, 1994
March 1, 1994 (File No. 33-57018)
(10)(c) Specimen Agreement between Incorporated by reference to Exhibit
ManEquity, Inc. and (3) (b) (i) to the registration statement on -
registered representatives 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 reference to Exhibit
Incorporated by ManEquity, (3)(B)(ii) to the registration statement
and Dealers 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
(22) None
(23) None
</TABLE>
15
<PAGE> 16
<TABLE>
<S> <C> <C>
(24) Power of Attorney Incorporated by reference to 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
Item 6B - Reports on Form 8-K
No reports on Form 8-K were
filed during the quarter.
</TABLE>
16
<PAGE> 17
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)
November 13, 1998 By: /s/ Douglas H. Myers
- -------------------------- -----------------------------
Date DOUGLAS H. MYERS
Vice-President, Finance
(Principal Financial Officer)
November 13, 1998 By: /s/ Donald A. Guloien
- -------------------------- -----------------------------
Date DONALD A. GULOIEN
President & Director
(Principal Executive Officer)
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
27 Financial data schedule for quarter ended September 30, 1998
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<DEBT-HELD-FOR-SALE> 54,225
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 17,886
<MORTGAGE> 84
<REAL-ESTATE> 0
<TOTAL-INVEST> 112,041
<CASH> 21,559
<RECOVER-REINSURE> 536
<DEFERRED-ACQUISITION> 155,300
<TOTAL-ASSETS> 1,208,430
<POLICY-LOSSES> 99,494
<UNEARNED-PREMIUMS> 813
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 929,356
<NOTES-PAYABLE> 8,500
<COMMON> 4,502
0
10,500
<OTHER-SE> 129,849
<TOTAL-LIABILITY-AND-EQUITY> 1,208,430
6,267
<INVESTMENT-INCOME> 4,197
<INVESTMENT-GAINS> (8)
<OTHER-INCOME> 260
<BENEFITS> 11,461
<UNDERWRITING-AMORTIZATION> 8,127
<UNDERWRITING-OTHER> 31,668
<INCOME-PRETAX> (4,207)
<INCOME-TAX> (1,440)
<INCOME-CONTINUING> (2,767)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,767)
<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>
