<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 March 31, 1999
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 March 31, 1999 is 4,501,862.
1
<PAGE> 2
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
Quarterly Report on Form 10-Q
For the period ended March 31, 1999
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I Financial Information 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as at March 31, 1999 and December 31, 1998 3
Consolidated Statements of Income for the three month periods ended March 31, 1999 4
and 1998
Consolidated Statements of Cash Flows for the three months ended
March 31, 1999 and 1998 5
Notes to Financial Statements 6
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 9
Part II Other Information 15
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 18
</TABLE>
2
<PAGE> 3
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED BALANCE SHEETS
<TABLE>
<S> <C> <C>
As at As at
March 31 December 31
ASSETS ($thousands) 1999 1998
- -------------------- ---------- -----------
INVESTMENTS: (UNAUDITED)
Securities available-for-sale, at fair value:
Fixed maturity (amortized cost: 1999 $46,157; 1998 $45,248) $48,528 $49,254
Equity (cost: 1999 $1,460; 1998 $19,219) 1,460 20,524
Short-term investments 547 459
Policy loans 21,581 19,320
---------- ----------
TOTAL INVESTMENTS $72,116 $89,557
---------- ----------
Cash and cash equivalents 45,554 23,789
Deferred acquisition costs 170,062 163,506
Income taxes recoverable - 2,665
Other assets 9,265 9,062
Separate account assets 1,109,825 1,075,231
---------- ----------
TOTAL ASSETS $1,406,822 $1,363,810
========== ==========
LIABILITIES, CAPITAL AND SURPLUS ($thousands) 1999 1998
LIABILITIES:
Policyholder liabilities and accruals $63,846 $60,830
Due to affiliates 8,641 5,133
Deferred income taxes (635) 763
Other liabilities 18,190 18,656
Separate account liabilities 1,109,825 1,075,231
---------- ----------
TOTAL LIABILITIES $1,199,867 $1,160,613
========== ==========
CAPITAL AND SURPLUS:
Common shares $4,502 $4,502
Preferred shares 10,500 10,500
Contributed surplus 194,818 193,096
Retained earnings (deficit) 953 (2,664)
Accumulated other comprehensive income (loss) (3,818) (2,237)
---------- ----------
TOTAL CAPITAL AND SURPLUS $206,955 $203,197
---------- ----------
TOTAL LIABILITIES, CAPITAL AND SURPLUS $1,406,822 $1,363,810
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<S> <C> <C>
FOR THE THREE MONTHS ENDED MARCH 31
($ thousands) 1999 1998
- ------------- ------ ------
REVENUE:
Premiums $ 2,150 $ 1,950
Fee income 16,085 12,521
Net investment income 1,563 1,634
Realized investment gains (losses) 1,051 (82)
Other 106 203
------- -------
TOTAL REVENUE $20,955 $16,226
- ------------- ------- -------
BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 1,505 $ 5,176
Operating costs and expenses 9,921 10,356
Commissions 854 553
Amortization of deferred acquisition costs 2,532 1,328
Interest expense 46 908
Policyholder dividends 80 656
------- -------
TOTAL BENEFITS AND EXPENSES $14,938 $18,977
- --------------------------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 6,017 (2,751)
- --------------------------------- ------- -------
INCOME TAX (EXPENSE) BENEFIT (2,400) 990
------- -------
NET INCOME (LOSS) $ 3,617 $(1,761)
- ----------------- ------- -------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
<S> <C> <C>
($thousands) 1999 1998
- ------------ ------ -------
OPERATING ACTIVITIES:
Net income (loss) $ 3,617 $ (1,761)
Adjustments to reconcile net income to net cash used in operating activities:
Additions to policy liabilities 518 1,683
Deferred acquisition costs (8,857) (14,871)
Amortization of deferred acquisition costs 2,532 1,328
Realized (gain) loss on investments (1,051) 82
Decreases to deferred income taxes (537) (964)
Other 7,780 2,188
------- --------
Net cash provided by (used in) operating activities $ 4,002 $(12,315)
------- --------
INVESTING ACTIVITIES:
Fixed maturity securities sold $ - $ 12,655
Fixed maturity securities purchased (1,196) (2,773)
Equity securities sold 18,824 2,634
Equity securities purchased (14) (2,445)
Net change in short-term investments (88) (10,066)
Net policy loans advanced (2,261) (1,268)
------- --------
Cash provided by (used in) investing activities $15,265 $ (1,263)
------- --------
FINANCING ACTIVITIES:
Receipts from variable life and annuity policies
credited to policyholder account balances $ 3,101 $ 2,523
Withdrawals of policyholder account balances on
variable life and annuity policies (603) (1,503)
------- --------
Cash provided by financing activities $ 2,498 $ 1,020
------- --------
CASH AND CASH EQUIVALENTS:
Increase (decrease) during the period $21,765 $(12,558)
Balance, beginning of year 23,789 19,882
------- --------
BALANCE, END OF PERIOD $45,554 $ 7,324
======= ========
</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
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
1. ORGANIZATION
The Manufacturers Life Insurance Company of America (hereafter referred
to as "ManAmerica" or 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.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of
ManAmerica 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, 1998. Operating results for the three
months ended March 31, 1999 are not necessarily indicative of the results
that may be expected for the full year ending December 31, 1999.
3. COMPREHENSIVE INCOME
Total comprehensive income for the three months ended March 31, 1999 and
1998 was as follows:
<TABLE>
<S> <C> <C>
COMPREHENSIVE INCOME: 1999 1998
NET INCOME (LOSS) $3,617 $(1,761)
- ----------------- -------- --------
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses)
on available-for-sale securities (920) 1,116
Reclassification adjustment for realized (gains) losses
included in net income (683) 53
Foreign currency translation 22 (47)
-------- --------
Other comprehensive income (loss) $(1,581) $1,122
- --------------------------------- -------- --------
COMPREHENSIVE INCOME (LOSS) $2,036 $ (639)
- --------------------------- -------- --------
</TABLE>
Other comprehensive income is reported net of taxes of $(851) and $604
for the three months ended March 31, 1999 and 1998, respectively.
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<PAGE> 7
Accumulated other comprehensive income is comprised of the following:
<TABLE>
<S> <C> <C>
AS AT MARCH 31 AS AT DECEMBER 31
($ thousands) 1999 1998
- ------------- ------------- ----------------
UNREALIZED GAINS (LOSSES):
Beginning balance $ 2,949 $ 380
Current period change (1,603) 2,569
Ending balance $ 1,346 $ 2,949
- --------------- ------------- ----------------
FOREIGN CURRENCY:
Beginning balance $(5,186) $(5,272)
Current period change 22 86
------------- ----------------
Ending balance $(5,164) $(5,186)
- --------------- ------------- ----------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) $(3,818) $(2,237)
- --------------------------------------------- ------------- ----------------
</TABLE>
4. CAPITAL CONTRIBUTION
On January 29, 1999, ManUSA contributed an amount receivable from a
subsidiary to the Company in the amount of $1,722 in exchange for one
common share.
5. DISPOSAL OF EQUITY SECURITIES
In January 1999, the Company disposed of shares of the Manufacturers
Investment Trust for proceeds of $18.8 million and realized a gain of
$1,051 on the sale.
6. SEGMENT DISCLOSURES
The Company reports two business segments: Traditional Life Insurance
sold in Taiwan and Variable Life Insurance sold in the U.S. The
Company's reportable segments have been determined based on geography,
differences in product features, and distribution; the segments are also
consistent with the Company's management structure. Segmented
information for the Company is as follows:
<TABLE>
<S> <C> <C> <C>
AS AT MARCH 31,
($ thousands) TAIWAN U.S. TOTAL
- ------------- -------- --------- ---------
1999
Premiums and fee income $ 2,150 $ 16,085 $ 18,235
Interest expense - 46 46
Income taxes (benefit) (451) 2,851 2,400
Net income (loss) (837) 4,454 3,617
Total assets excluding separate account assets $29,944 $267,053 $296,997
- ---------------------------------------------- ------- -------- --------
1998
Premiums and fee income $ 1,950 $ 12,521 $ 14,471
Interest expense - 908 908
Income taxes (benefit) 280 710 990
Net income (loss) (800) (961) (1,761)
Total assets excluding separate account assets $25,134 $243,450 $268,584
- ---------------------------------------------- ------- -------- --------
</TABLE>
7
<PAGE> 8
7. COMPARATIVE FIGURES
Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 financial statement presentation.
8
<PAGE> 9
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 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 14
countries, with more than 30,000 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).
Manulife Financial and its subsidiaries have consistently received excellent
ratings from Standard & Poor's Insurance Rating Service, A.M. Best Company,
Moody's Investors Service Inc. and Duff & Phelps Credit Rating Co.
The Company reports two business segments: Variable Life Insurance sold in the
U.S. and Traditional Life Insurance sold in Taiwan. The Company's reportable
segments have been determined based on geography.
VARIABLE LIFE PRODUCTS
During the last five years the Company has grown significantly through the
successful implementation of its variable insurance sales strategies. This
growth reflects:
o continuing shift in consumer preference as they seek greater
control over their investment decision making,
o more directed marketing and sales practices by the Company,
o increased product offerings, including the launch in late
1997 of the Corporate-Owned Variable Life (COLI) product, a
Survivorship Variable Universal Life (SVUL) product and a Diet
Corporate-Owned Variable Life product for the small-case COLI market
launched in early 1999,
o broader offering of underlying investment portfolios by
external fund advisers, including asset allocated portfolios "funds
of funds",
o active monitoring of portfolio managers.
The growth for variable life insurance products is consistent with the
Company's commitment to develop variable products as core "estate/business
planning products". The broad range of high profile external
9
<PAGE> 10
fund managers permits the policyholders to take advantage of an investment
approach known as managing to the "Efficient Frontier" in which investors'
assets are allocated among a broad mix of investment choices consistent with
their risk-tolerance levels. We are confident the combination of both products
and investment platform form the foundation of future growth and profitability.
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 in
1995. Despite the Asian financial crisis in 1997, the Company's Taiwan
operation has experienced moderate growth over the last two years through the
sale of traditional life insurance products. The Company continues to
anticipate a large potential for the Taiwan market with a focus on selling
innovative insurance related products and services, including traditional life
insurance, annuity, and estate and retirement planning products, to high net
worth individuals.
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 CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION
The discussion that follows focuses on the results for the three months ended
March 31, 1999 compared to the results for the three months ended March 31,
1998.
NET INCOME
The net income in the first quarter of 1999 was $3.6 million, compared to a
loss of $1.8 million in the same period of 1998. Significantly higher fee
income on a maturing block of in-force business, together with improved
mortality experience and lower interest expense through the contribution of
inter-company debt to capital, have contributed positively to the Company's
earnings.
DEPOSITS AND PREMIUMS
Variable universal life deposits of $62.8 million in the first quarter of 1999
were 9% higher than the first quarter 1998 deposits of $57.5 million. This
growth was a result of strong renewal business and contributed to the increase
in the Company's separate account assets from $1,075 million at the end of 1998
to $1,110 million at the end of the first quarter of 1999.
FEE INCOME
Fee income increased to $16.1 million in the first quarter of 1999, compared to
$12.5 million in the previous year. The increase in fee income in 1999 is
attributable to higher cost of insurance and asset-based fees due to the
maturing VUL business and higher asset-based distribution fees earned by the
Company's broker-dealer subsidiary.
REALIZED CAPITAL GAINS
Realized gains in the first quarter of 1999 were $1.1 million compared to
realized losses of $0.1 million in the same period of 1998. The gain in the
first quarter of 1999 resulted from the sale of the Company's $18.8 million
investment in shares of Manufacturers Investment Trust (MIT). The Company's
initial investment was provided to create critical asset mass and to reduce
market volatility of the underlying funds. Critical mass of the underlying
funds was achieved during 1998.
POLICYHOLDER BENEFITS
Policyholder benefits were $1.5 million in the first quarter of 1999, compared
to $5.2 million in the first quarter of 1998. This decrease is due to improved
mortality experience in the U.S. business.
EXPENSES AND DEFERRED ACQUISITION COSTS (DAC) AMORTIZATION
Operating costs and expenses, including commissions, were $18.5 million for the
first quarter of 1999 compared to $24.0 million for the same period in 1998
before deferral of acquisition expenses. Net of deferred acquisition costs,
these costs were $10.5 million for the first quarter of 1999 compared to $10.9
million for 1998. The decrease in expenses before deferral of acquisition
expenses in 1999 is attributable to a decline in first quarter sales due to
anticipated product launches in the second quarter of 1999 and volatility due
to the random nature of large case COLI sales.
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<PAGE> 12
Interest expense reported in the first quarter of 1998 relates to interest on a
promissory note of $33 million payable to ManUSA which was discharged and
contributed to capital on June 15, 1998 and interest on a surplus debenture due
to ManUSA of $8.5 million which was discharged and contributed to capital on
December 31, 1998. No such interest costs were recorded for the first quarter
of 1999.
ASSETS
Separate account assets were $1,110 million at the end of the first quarter of
1999, compared to $1,075 million at the end of 1998. This growth reflects net
cash transfers to the separate accounts of $22.2 million and $12.4 million of
gains due to investment performance of the underlying investment funds.
General account assets were $297 million at the end of the first quarter of
1999, compared to $289 million at the end of 1998.
DAC increased by $6.6 million from $163.5 million at the end of 1998 to $170.1
million as at the end of the first quarter of 1999. This increase was due to
additional deferrable variable acquisition costs.
LIABILITIES
The Company's separate account liabilities increased $34.6 million. Separate
Account liabilities move in tandem with changes in Separate Account assets.
12
<PAGE> 13
MARKET RISK
Risk management is a fundamental component in the Company's financial strength
and stability, and is essential to its continuing success. The key market
risks faced by the Company are interest rate risk, equity price risk and
foreign currency exchange risk.
Interest rate risk is the risk that the Company will incur economic losses due
to adverse changes in interest rates. 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.
The Company earns asset based fees based 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.
The Company's policy of matching assets with related liabilities by currency
limits its exposure to foreign currency movements to a minimal level. The
currency exposure on surplus is proportional to the underlying liabilities,
thus insulating the Company's "surplus to liability" ratios from changes in
foreign currency exchange rates.
Based on the Company's overall exposure to interest rate, equity price and
foreign currency exchange 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 March 31,
1999. Refer to the Company's Annual Report on form 10-K for a more detailed
discussion of "Risk Management Practices and Procedures".
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 Manufacturers Life Insurance Company
(collectively with its subsidiaries "Manulife Financial"), to ensure that
computer systems and processes of Manulife Financial and its subsidiaries and
affiliates, including the Company, 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
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
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<PAGE> 14
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 and non-IT systems identified as critical,
certification has been completed for the Company. Of those systems classified
as critical, management believes that over 99% were Year 2000 compliant at the
end of 1998. Management continues to focus attention on the remaining 1% of
critical systems. Those that affect the Company are expected to be compliant by
the end of the second quarter in 1999. The Company's non-critical systems were
Year 2000 compliant by the end of the first quarter 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 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
appropriate, conducting further due diligence activities.
Manulife Financial recognizes the importance of preparing for the change to the
Year 2000 and, in January 1999, commenced preparation of contingency plans, in
the event that Manulife Financial's Year 2000 program has not fully resolved
its Year 2000 issues. The Year 2000 Project Management Office for Manulife
Financial's U.S. Division is coordinating the preparation of the Year 2000
contingency plan on behalf of U.S. Division affiliates and subsidiaries.
Contingency planning is targeted for completion by mid-1999.
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 computer systems. As part of the
Year 2000 program, 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 program, including consulting
third parties and its contingency planning, will avoid any material adverse
effect on Manulife Financial's operations, customer relations or financial
condition. Manulife Financial estimates the total cost of its Year 2000 program
will be approximately $59.9 million*, of which $48.6 million * has been
incurred through December 31, 1998; however, there can be no assurance that the
actual cost incurred will not be materially higher than such estimate. Manulife
Financial's Year 2000 costs were $3.9 million* for the first three months of
1999 and $7.1million* for the first three 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. The total cost of the Year
2000 program is not expected to have a material effect on Manulife Financial's
net operating income.
* All dollar values converted from Canadian dollars using the exchange rate of
1.512 in effect March 31, 1999.
14
<PAGE> 15
PART II--OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 1- Legal Proceedings
Nothing to report.
Item 2- Changes in Securities
On January 29, 1999, ManUSA contributed an amount
receivable from a subsidiary to the Company in the
amount of $1,721,979 in exchange for one common share.
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
Redomestication of The Exhibit 3 (A) (i) to Post-
Manufacturers Life Effective Amendment No. 6 on
Insurance Company of Form S-1 filed by The Manufac-
America** turers Life Insurance Company
of America on December 9, 1996
(File No. 33-57020)
(3)(b)(i) By-Laws of The Incorporated by reference to
Manufacturers Life Exhibit 3(b)(i) to Post-
Insurance Company of Effective Amendment No. 6 on
America** Form S-1 filed by The Manufac-
turers Life Insurance Company
of America on December 9, 1996
(File No. 33-57020)
(4)(a) Form of Multi-Account Incorporated reference to
Flexible Variable 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)
</TABLE>
15
<PAGE> 16
<TABLE>
<S> <C> <C>
Manufacturers Life to Post- Effective Amendment No. 6 on
(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 Incorporated by reference to Exhibit
0646-END.001 (4)(b)(ii) to Form 10Q by The
Manufacturers Life Insurance Company of
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>
16
<PAGE> 17
<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 Incorporated by reference to Exhibit
between The (8)(d) to Post- Effective Amendment
Manufacturers Life No. 1 statement on Form N-4 filed by
Insurance Company and The Manufacturers Life Insurance
ManEquity, Inc. dated Company of America on May 2, 1994
January 2, 1991 as (File No. 33-57018)
amended March 1, 1994
(10)(c) Specimen Agreement Incorporated by reference to Exhibit
between ManEquity, (3) (b) (i) to the registration statement
Inc. and registered on - Form N-4 filed by The Manufacturers
representatives Life Insurance Company of America on
January 13, 1993 (File No. 33-57018)
(10)(d) Specimen Agreement Incorporated by reference to Exhibit
between Incorporated (3)(B)(ii) to the registration statement
by ManEquity, and on Form N-4 filed by The Manufacturers
Dealers Life Insurance Company of America
on January 13, 1993 (File No. 33-57018)
</TABLE>
(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
17
<PAGE> 18
<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 Filed Herewith
Schedule
(28) Not Applicable
Item 6B - Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
</TABLE>
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of 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 AMERICA
(Registrant)
May 17, 1999 By: /s/ DOUGLAS H. MYERS
--------------------
Date DOUGLAS H. MYERS
Vice-President, Finance
(Principal Financial Officer)
May 17, 1999 By: /s/ DONALD A. GULOIEN
---------------------
Date DONALD A. GULOIEN
President & Director
(Principal Executive Officer)
19
<PAGE> 20
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------
27 Financial data schedule for quarter ended March 31, 1999
20
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<DEBT-HELD-FOR-SALE> 48,528
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 1,460
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 72,116
<CASH> 45,554
<RECOVER-REINSURE> 3,937
<DEFERRED-ACQUISITION> 170,062
<TOTAL-ASSETS> 1,406,822
<POLICY-LOSSES> 63,846
<UNEARNED-PREMIUMS> 1,046
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 1,109,825
<NOTES-PAYABLE> 0
0
10,500
<COMMON> 4,502
<OTHER-SE> 191,953
<TOTAL-LIABILITY-AND-EQUITY> 1,406,822
2,150
<INVESTMENT-INCOME> 1,563
<INVESTMENT-GAINS> 1,051
<OTHER-INCOME> 106
<BENEFITS> 1,505
<UNDERWRITING-AMORTIZATION> 2,532
<UNDERWRITING-OTHER> 10,775
<INCOME-PRETAX> 6,017
<INCOME-TAX> (2,400)
<INCOME-CONTINUING> 3,617
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,617
<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>
