BLANCH E W HOLDINGS INC
10-Q, 1996-05-15
INSURANCE CARRIERS, NEC
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                                   FORM 10-Q

           SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

                                   (Mark One)

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

                 For the quarterly period ended March 31, 1996

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 1-11794


                           E. W. Blanch Holdings, Inc.

State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization                                Identification No.)

Delaware                                                     41-1741779

E. W. Blanch Holdings, Inc.
3500 West 80th Street, Minneapolis, Minnesota  55431
612-835-3310


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act ofv1934 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. Yes X No ____

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

Title                                                        Outstanding

Common Stock par value $.01 per share                        13,248,564
<PAGE>

Part I. Financial Information
Item 1. Financial Statements


                           E. W. Blanch Holdings, Inc.

                        Consolidated Statements of Income
                    (in thousands, except per share amounts)

                                                         Unaudited

                                                   Three months ended March 31,
                                                  ------------------------------
                                                          1996           1995
                                                  ------------------------------
Revenues:
   Brokerage commissions and fees                      $  24,136     $  25,054
   Investment income                                       1,742         1,776
                                                  ------------------------------
Total revenues                                            25,878        26,830

Expenses:
   Salaries and benefits                                  10,468        10,641
   Travel and marketing                                    1,712         1,266
   General and administrative                              4,587         4,146
   Amortization of goodwill                                  768           730
   Interest and other expense                                 66           100
                                                  ------------------------------
Total expenses                                            17,601        16,883
                                                  ------------------------------
Income before taxes                                        8,277         9,947

Income taxes                                               3,171         3,880
                                                  ------------------------------
Net income                                              $  5,106      $  6,067
                                                  ==============================
Net income per share                                    $   0.38      $   0.44
                                                  ==============================

Weighted average number of shares of Common
   Stock outstanding                                      13,288        13,650
                                                  ==============================

Cash dividends declared per share                       $   0.10      $   0.10
                                                  ==============================


See accompanying notes.


                                       1
<PAGE>


Part 1. Financial Information
Item 1. Financial Statements

                           E. W. Blanch Holdings, Inc.

                           Consolidated Balance Sheets
                                 (in thousands)

                                                 March 31,       December 31,
                                                    1996              1995
                                           -------------------------------------
                                                (Unaudited)
Assets
Current assets:
   Cash and cash equivalents                      $    2,372        $     4,977
   Due from fiduciary accounts                        10,558              4,537
   Premium finance notes                              14,375             12,212
   Prepaid insurance                                     675              1,212
   Other current assets                                1,438              2,117
                                           -------------------------------------
Total current assets                                  29,418             25,055

Long-term investments, available for sale              7,023              7,035
Property and equipment, net                            9,521              9,386
Goodwill, net                                         39,080             38,939
Other assets                                           2,477              2,143
Fiduciary accounts--assets                           433,938            414,855
                                           =====================================
Total assets                                      $  521,457         $  497,413
                                           =====================================

Liabilities and Shareholders' equity
Current liabilities:
   Accrued compensation                           $    2,000         $    3,311
   Notes payable to banks                              4,500              4,500
   Accounts payable                                    2,788              3,848
   Current portion of long-term liabilities              562                582
   Other current liabilities                           4,279              1,379
                                           -------------------------------------
Total current liabilities                             14,129             13,620

Long-term debt, less current portion                      25                350
Deferred income taxes                                  1,487              1,320
Other liabilities, less current portion                  529                589
Fiduciary accounts--liabilities                      433,938            414,855
                                           -------------------------------------
Total liabilities                                    450,108            430,734

Shareholders' equity                                  71,349             66,679
                                           =====================================
Total liabilities and shareholders' equity        $  521,457         $  497,413
                                           =====================================

See accompanying notes.




                                       2
<PAGE>


Part 1. Financial Information
Item 1. Financial Statements

                           E. W. Blanch Holdings, Inc.

                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                    Unaudited

                                                 Three months ended March 31,
                                                     1996              1995
                                             -----------------------------------
Operating Activities
Net income                                        $  5,106            $  6,067
Adjustments to reconcile net income to net
 cash provided by operating activities:
     Depreciation and amortization                   1,403               1,206
     Equity in the earnings of Swire Blanch           (147)                (44)
     Changes in operating assets and
      liabilities:
        Due from fiduciary accounts                 (6,021)             (1,072)
        Other current assets                           590                 (86)
        Accrued compensation                        (1,311)                (744)
        Accounts payable and other 
          current liabilities                        1,985                 (715)
     Other, net                                        189                   25
                                             -----------------------------------
Net cash provided by operating activities            1,794                4,637

Investing Activities
Purchases of property and equipment                   (759)                (938)
Issuance of finance notes receivable, net           (2,173)              (2,445)
Other investing activities, net                       (374)                (159)
                                             -----------------------------------
Net cash used in investing activities               (3,306)              (3,542)

Financing Activities
Proceeds from sale of treasury shares                  766                    -
Dividends paid                                      (1,321)              (1,365)
(Repayments) borrowings on lines
 of credit, net                                        (43)                 320
Payments on long-term debt                            (541)                (298)
Other financing activities, net                         46                   41
                                             -----------------------------------
Net cash (used in) provided by 
     financing activities                           (1,093)              (1,302)
                                             -----------------------------------

Net (decrease) in cash and cash equivalents         (2,605)                (207)
Cash and cash equivalents at 
 beginning of period                                 4,977                1,338
                                             -----------------------------------
Cash and cash equivalents at end of period        $  2,372            $   1,131
                                             ===================================
See accompanying notes.




                                       3
<PAGE>



Part 1. Financial Information
Item 1. Financial Statements

                           E. W. Blanch Holdings, Inc.

                   Notes to Consolidated Financial Statements
                                 March 31, 1996


1.  Organization and Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and in accordance with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the interim periods are
not  necessarily  indicative  of the  results  for the full  year.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the Company's  annual report to  shareholders  for the year
ended December 31, 1995.

E.W. Blanch  Holdings,  Inc. ("the  Company") and its predecessor  organizations
have  been in  operation  since  1957.  The  Company  is a leading  provider  of
integrated  risk  management and  distribution  services  including  reinsurance
intermediary services,  risk management consulting and administration  services,
and wholesale insurance services.

The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries.  The Company  categorizes its business  operations into three
segments:   reinsurance  services,  wholesale  insurance  services  and  general
corporate  services.  The  principal  subsidiaries  comprising  the  reinsurance
services  segment  include  E.W.  Blanch Co.,  Inc.,  Paragon  Reinsurance  Risk
Management  Services,  Inc., E.W. Blanch Capital Risk Solutions,  Inc., and E.W.
Blanch International,  Inc. (which owns a 50% interest in Swire Blanch Holdings,
Ltd.,  a joint  venture  with  Swire  Fraser  Insurance  (Holdings)  Ltd.).  The
principal  subsidiary  comprising the wholesale insurance segment is E.W. Blanch
Wholesale  Insurance Services,  Inc., which includes its operating  subsidiaries
Blanch Insurance  Services,  Inc.,  Medical  Reinsurance  Corporation,  Spectrum
National  Insurance   Resources   (Spectrum),   and  InsGroup  Services  Company
(InsGroup). General corporate services includes investment income from corporate
investments,  corporate expenses such as legal, finance,  corporate development,
and the  office of the  chief  executive,  and  results  of other  insignificant
operations.

2.  Subsequent Event

On April 29, 1996, the Company's  previous $25.0 million line of credit facility
with a syndicate of banks, including Norwest Bank Minnesota,  N.A., Nations Bank
of Texas N.A.,  and Morgan  Guaranty  Trust  Company of New York,  expired.  The
Company renewed a $30.0 million  facility with the same syndicate of banks for a
term of three years.  The facility  includes two borrowing  methods:  short term
based on a floating  rate at 75 basis  points less than the base rate and longer
term (30, 60, or 90 days) at 75 basis points over the LIBOR rate.  The base rate
is defined as the greater of the prime rate or 150 basis points over the federal
funds rate.  Additionally,  the Company pays a commitment fee of 25 basis points
on unused balances.




                                       4
<PAGE>



                           E. W. Blanch Holdings, Inc.

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                   For the Three Months Ended March 31, 1996


Forward  Looking  Statements.  Except for the historical  information  contained
herein,  the matters discussed in this quarterly report on Form 10-Q are forward
looking  statements  that  involve  risks and  uncertainties,  many of which are
outside  the  Company's  control  and,  accordingly,  actual  results may differ
materially. The Company's Form 8-K filed with the SEC on March 22, 1996 includes
a discussion of these risk factors and is incorporated herein by reference.

General
The Company is a leading provider of integrated risk management and distribution
services including reinsurance intermediary services, risk management consulting
and  administration  services,  and wholesale  insurance  services.  The Company
categorizes its business operations into three segments:  reinsurance  services,
wholesale insurance services, and general corporate services. The following is a
summary of the revenues and pretax income  (loss) of each  business  segment for
the periods indicated (in thousands):

Quarter Ended March 31, 1996

                                Brokerage                               Pre-tax
                               commissions   Investment     Total       income  
                                 and fees      Income      Revenues     (loss)
                               -----------   ----------   ---------    ---------
Reinsurance services             $20,569       $1,060      $21,629      $10,472
Wholesale insurance services       3,567          614        4,181         (679)
General corporate services             -          366          366       (1,516)
Eliminations                           -         (298         (298)           -
                               -----------   ----------   ---------    ---------
                                 $24,136       $1,742      $25,878       $8,277
                               ===========   ==========   =========    =========

Quarter Ended March 31, 1995

                                Brokerage                               Pre-tax 
                               commissions   Investment      Total      income
                                 and fees      Income      Revenues     (loss)
                               -----------   ----------   ---------    ---------
Reinsurance services              $20,629      $1,040      $21,669      $12,060
Wholesale insurance services        4,425         504        4,929         (149)
General corporate services              -         232          232       (1,964)
                               -----------   ----------   ---------    ---------
                                  $25,054      $1,776      $26,830      $ 9,947
                               ===========   ==========   =========    =========

Reinsurance services continue to be the primary source of the Company's revenues
and pre-tax income, and include the reinsurance  intermediary  services provided
by E. W. Blanch Co., Inc. (EWB Co.), the risk  management  services  provided by
Paragon  Reinsurance Risk Management  Services,  Inc.  (Paragon) and E.W. Blanch
Capital Risk Solutions,  Inc. (Capital Risk Solutions),  and the 50% interest in
the international reinsurance services of Swire Blanch Holdings Limited.

Wholesale  insurance  services  include the  wholesale  insurance  distribution,
alternative  distribution  and  premium  finance  services  provided  by  Blanch
Insurance  Services,  Inc., the program business conducted by Spectrum,  and the
association dues and  distribution of specialized  insurance  products  business
strategy of InsGroup,  which was acquired on January 1, 1996.  Also  included in
the  wholesale  segment  effective  January  1,  1996,  is EWB Co.'s  unit which
specializes  in  life,   accident/health  and  medical  professional   liability
reinsurance.  The operations of this unit were combined with Medical Reinsurance
Corporation,  a wholly  owned  subsidiary  of E.W.  Blanch  Wholesale  Insurance
Services,  Inc.,  and the  combined  operation  has the  capability  to produce,
underwrite and place insurance and reinsurance on behalf of accident/health  and
medical  professional  liability  companies.  Prior year segment information has
been  restated  to  conform  with  the  current  year  presentation.  This  unit
contributed  $0.1  million and $0.4  million of pre-tax  income in the  quarters
ended March 31, 1996 and 1995, respectively.

General   corporate   services   includes   investment   income  from  corporate
investments,  corporate expenses such as legal, finance,  corporate development,
and the  office of the  chief  executive,  and  results  of other  insignificant
operations.


                                       5
<PAGE>

Reinsurance  services  revenues for the first  quarter of 1996 are down slightly
from the first quarter of 1995 due primarily to  continuing  competitive  market
conditions and a reduction in catastrophe  contract  premium  adjustments.  This
revenue decline, combined with an increase in expenses,  resulted in a reduction
in pre-tax  income for the first  quarter of 1996  compared to the same period a
year  ago.  Despite  the  lower  first  quarter  results  and  based on  several
significant production  opportunities,  the company remains optimistic about its
ability to grow the  revenues  and  earnings  of its core  reinsurance  services
business.

The wholesale  insurance business continued to show unprofitable  results during
the first quarter of 1996.  The Company  believes that its efforts to reposition
the general agency book of business are beginning to take effect, and expects an
increase in written  premium and  commission  and fee revenue levels during 1996
from the levels  shown for the first  quarter.  The expected  turnaround  in the
general agency business combined with excellent opportunities in the alternative
distribution  area leads the  Company to believe  that the  wholesale  insurance
services business will grow and become profitable in 1996. However, there can be
no assurances as to such future profitability.

The Company is engaged as the lead  reinsurance  intermediary  by the California
Earthquake  Authority (the "CEA"). The California  Legislature failed to approve
legislation necessary to establish the CEA by its deadline of March 31, 1996. An
extension  of time  through  April  30,  1996 was  sought  with the  reinsurance
marketplace,  but that  deadline  has also  passed by  without  approval  of the
necessary  legislation.  This  legislation  continues  to  be  worked  on  by  a
conference committee of the California Legislature.

The Company understands that the CEA transaction also requires  participation by
insurers  representing  at  least  75% of  California's  residential  earthquake
market,  and that the CEA requires a tax-exempt  status ruling from the Internal
Revenue  Service.  It is  uncertain  what the current  participation  levels are
relative to the 75% benchmark and how such participation  levels may be affected
by further legislative delays and the ultimate content of the bill. The Internal
Revenue  Service has also given  notice  that its  tax-exempt  status  ruling is
withdrawn  pending  further  review of the ultimate  legislation.  Finally,  the
legislative delays have also resulted in losses of capacity commitments from the
reinsurance  marketplace,  and the  impact of  further  delays on such  capacity
levels is unknown.

The  Company  remains  optimistic  that the CEA  legislation  will  pass and the
transaction will be completed; however, it is a complex process and there can be
no assurances given that this will happen or when it will happen.

The Company continues to be involved with significant  alternative  distribution
opportunities.   These   opportunities   are  currently  in  various  stages  of
negotiations  among the parties and state approval processes in order to reach a
final agreement.  There were no significant  revenues  recorded during the first
quarter related to these  alternative  distribution  opportunities,  and nothing
significant is expected for the second quarter.  The Company remains  optimistic
that  these  alternative  distribution  opportunities  will  begin  to  generate
meaningful  revenues  later in 1996,  but no  assurances  can be given as to the
completion of these transactions or the timing.

The Company plans to continue to increase its expenditures in the development of
risk management services through the expansion of Capital Risk Solutions as well
as its catastrophe modeling and consulting capabilities.

First Quarter 1996 Compared with First Quarter 1995

Reinsurance Services

The  following  are the  components  of Brokerage  commissions  and fees for the
reinsurance services segment for the quarter ended March 31 (in thousands):

                                             Quarter ended March 31,
                                  ---------------------------------------------
                                         1996                      1995
                                  -------------------       -------------------

    Reinsurance brokerage               $19,833                  $20,131
    Risk management fees                    589                      454
    Equity in Swire Blanch                  147                       44
                                  ===================       ===================
                                        $20,569                  $20,629
                                  ===================       ===================

Reinsurance  brokerage decreased $0.3 million, or 1.4%, to $19.8 million for the
quarter  ended March 31,  1996  compared  to $20.1  million the prior year.  The
components of the net decrease were as follows:  new business  production,  $2.8
million, offset by non-continuing  business, $2.6 million,  declines on existing
business, $0.4 million, and other net decreases,  $0.1 million. The $0.4 million
decline on  existing  business  is  attributed  to a  reduction  in  catastrophe
contract premium adjustments and continuing competitive market conditions offset
by other net increases in clients' ceded volume.


                                       6
<PAGE>


Risk  management  fees were $0.6  million for the  quarter  ended March 31, 1996
compared to $0.5 million the prior year.  These  revenues were earned  primarily
from a contract to administer the Florida Hurricane Catastrophe Fund.

Equity in the income of Swire Blanch was  $147,000  for the quarter  ended March
31,  1996  compared to $44,000 the prior year.  New Swire  Blanch  offices  were
opened in Rome and Mexico City during the first quarter. A new office is planned
to open in Hong Kong during the second quarter.

Fiduciary  investment  income was $1.0 million for the quarters  ended March 31,
1996 and 1995.  The average  balance  for the  quarter  ended March 31, 1996 was
$75.8 million compared to $74.8 million at March 31, 1995. The average yield was
5.6% for both periods.

Expenses  increased  13.3% for the quarter ended March 31, 1996 primarily due to
increases  in salaries  and  benefits as a result of key staff  additions in the
risk management services area (primarily in Capital Risk Solutions and Paragon's
Catastrophe Modeling and Consulting Group) and normal salary progressions. Other
expense  increases were  experienced  in travel and marketing,  office rent, and
amortization of internally developed software.
 
Wholesale Insurance Services

The  following  are the  components  of Brokerage  commissions  and fees for the
wholesale  insurance  services  segment  for  the  quarter  ended  March  31 (in
thousands):

                                                    Quarter ended March 31,
                                               --------------------------------
                                                     1996              1995
                                               --------------    --------------
General agency commissions and fees                 $2,465          $  3,078
Medical Reinsurance Corporation 
 commissions and fees                                  955             1,347
Other commissions and fees                             147                 -
                                               ==============    ==============
                                                    $3,567            $4,425
                                               ==============    ==============


General agency  commissions  and fees declined $0.6 million,  or 19.9%,  to $2.5
million for the quarter  ended March 31, 1996  compared to $3.1  million for the
quarter  ended March 31,  1995,  due  primarily  to  declines in personal  lines
business.  Total written premium and fees for the quarter ended March 31, are as
follows (in thousands):

                                    Quarter ended March 31,
                        --------------------------------------------------
                                 1996                       1995
                        -----------------------    -----------------------
                         Written                     Written           
                         premium         % of        premium       % of 
                         and fees        Total       and fees      Total
                        ----------      -------     ----------    -------  
Commercial lines          $ 7,596         49.4%       $ 8,073       41.3%
Special risks               4,632         29.6          4,581       23.5
Personal lines              2,729         11.5          5,365       27.5
NAFTA/Mexican National        473          3.2          1,501        7.7
                        ----------      -------     ----------    -------
                          $15,430        100.0%       $19,520      100.0%
                        ==========      =======     ==========    =======


Medical Reinsurance  Corporation  commissions and fees declined $0.4 million, or
29.1%,  to $1.0  million for the quarter  ended March 31, 1996  compared to $1.3
million the prior year.  The decline from the prior year results  primarily from
lost business.


Other  commissions  and fees  result  primarily  from  dues and fees  earned  by
InsGroup, acquired effective January 1, 1996. InsGroup is an association of more
than 80 independent  property/casualty insurance agencies located throughout the
United  States.  The Company  believes  that the  acquisition  will  enhance its
capabilities  in  the  distribution  of  specialized  insurance  products.  Also
included in this  category  are the  commissions  and fees earned by the program
placement operations of Spectrum.


                                       7
<PAGE>


The  following are the  components  of  Investment  income for the quarter ended
March 31, 1996 (in thousands): 
                                             Quarter ended March 31,
                                      ----------------------------------------
                                             1996                   1995
                                      -----------------      -----------------
Premium finance interest and fees           $ 517                  $ 435
Fiduciary investment income                    97                     69
                                      -----------------      -----------------
                                            $ 614                  $ 504
                                      =================      =================

Premium finance interest and fees increased  $82,000,  or 18.9%, to $0.5 million
for the quarter  ended March 31, 1996  compared to $0.4  million the prior year.
The increase  results from the continued  growth of the  outstanding  balance of
premium finance accounts.  The outstanding  balance of premium finance notes was
$14.6 million at a weighted average rate of 12.6% at March 31, 1996, compared to
$12.2 million at 13.5% at December 31, 1995,  and $9.1 million at 16.4% at March
31, 1995.

Fiduciary  investment income increased  slightly from the prior year as a result
of larger average  balances.  The average  invested  balance for the quarter was
$7.3 million compared to $5.0 million the prior year. The average yield was 5.6%
for both periods.

Expenses  decreased 20.4% for the quarter ended March 31, 1996,  compared to the
quarter ended March 31, 1995. This decrease is comprised primarily of reductions
in salary and benefits,  resulting  from the effects of staff  reductions  which
occurred in the second quarter of 1995, and general and administrative expenses,
resulting primarily from changes in claims processing.  These expense reductions
are  offset by the  expenses  associated  with the  InsGroup  operations  and an
increase in interest expense related to the growth in premium finance notes.

General Corporate Services and Eliminations

Corporate  investment  income of $0.4  million is  comprised  of $0.1 million of
interest  income from  investment  securities and $0.3 million of  inter-company
interest charged to the wholesale  insurance segment to fund the premium finance
operation.  Investment  securities income declined $0.1 million, or 50%, to $0.1
million for the quarter  ended March 31, 1996  compared to the prior year.  This
decline is due to sales of  securities  in 1995,  primarily  to fund the October
1995  purchase  of  treasury  stock,  which  resulted  in a  smaller  investment
portfolio of $7.0 million at March 31, 1996,  compared to $16.2 million at March
31, 1995.  The Company has generally  employed its  available  funds to generate
greater  investment  returns in its premium finance  business rather than making
passive investments in securities.

Expenses  increased  7.2% for the quarter ended March 31, 1996,  compared to the
prior year. This increase results primarily from additional office space, losses
on the sale of real  estate,  and other net expense  increases,  offset by lower
incentive plan expense.

The Company's  effective tax rate,  after adjustment for equity in the income of
Swire Blanch which is already  reflected on an after tax basis,  continues to be
39%.



                                       8
<PAGE>

Liquidity and Capital Resources

The Company's  sources of funds consist  primarily of brokerage  commissions and
fees and  investment  income.  Funds are  applied  generally  to the  payment of
operating expenses,  to the purchase of equipment used in the ordinary course of
business,  to the repayment of outstanding  indebtedness and to the distribution
of earnings.  The Company's cash and cash equivalents were $2.4 million at March
31, 1996.  The Company's  long-term  investment  portfolio at March 31, 1996 was
$7.0 million.  The largest  component of the portfolio is comprised of municipal
securities  that are exempt from federal income taxes,  are rated "AA" or better
by a major rating  organization,  and have an average maturity of 2.6 years with
an average yield of 5.0%. The Company also  maintains  some equity  investments.
The  market  value of the  Company's  investment  portfolio  at March  31,  1996
approximates  cost,  compared to $0.1  million  below cost at December 31, 1995.
Cash, short-term  investments and the Company's line of credit are available and
managed for the payment of its operating and capital  expenditures.  The Company
is not subject to any regulatory  capital  requirements  in connection  with its
business.

The Company  generated  $1.8  million of cash from  operations  during the first
three  months of 1996  compared  with $4.6  million for the same period in 1995.
Cash  provided by  operating  activities  reflects the net income of the Company
adjusted for the non-cash  charges of depreciation and  amortization,  equity in
the  income  of  Swire  Blanch,  gains  and  losses  on the  sale of  investment
securities and equipment,  and changes in other working  capital  accounts.  The
primary  cause of the decline from the 1995 amount is an increase in amounts due
from fiduciary accounts.

Net cash used in investing  activities  was $3.3 million  during the first three
months of 1996,  compared  with $3.5  million  during the first three  months of
1995.  The 1996 amount  includes net  issuance of premium  finance  notes,  $2.2
million,  net purchases of property and equipment,  $0.8 million,  and other net
uses, $0.4 million. The 1995 amount includes the net issuance of $2.4 million of
premium  finance  notes  and $0.9  million  of net  purchases  of  property  and
equipment.  Premium finance notes are part of the wholesale insurance operation.
The Company has increased its investments in computerized information systems in
an effort to improve information  reporting and the efficient  processing of its
business.  The Company  intends to continue to increase its  investments in such
systems.

Net cash used in financing  activities for the three months ended March 31, 1996
was  $1.1 million  and consisted  primarily of $1.3 million in dividends paid to
shareholders  offset by other net cash  provided of $0.2  million.  In the prior
year,  net  cash  used by  financing  activities  was $1.3  million,  consisting
primarily of $1.4 million of cash dividends paid to  shareholders  and other net
cash provided of $0.1 million.

On April 29, 1996,  the Company's  previous  $25.0 million line of credit with a
syndicate of banks,  including  Norwest Bank  Minnesota,  N.A.,  Nations Bank of
Texas N.A., and Morgan Guaranty Trust Company of New York, expired.  The Company
renewed a $30.0 million  facility with the same syndicate of banks for a term of
three years. The facility includes two borrowing methods:  short term based on a
floating  rate at 75 basis  points  less than the base rate and longer term (30,
60, or 90 days) at 75 basis points over the LIBOR rate. The base rate is defined
as the  greater of the prime rate or 150 basis  points  over the  federal  funds
rate.  Additionally,  the Company  pays a  commitment  fee of 25 basis points on
unused balances.

On January 25, 1996,  the Board of Directors  declared a regular  quarterly cash
dividend of $0.10 per share,  payable March 1, 1996 to shareholders of record as
of  February  9, 1996.  On April 25,  1996,  the Board of  Directors  declared a
regular  quarterly  cash  dividend of $0.10 per share,  payable  June 1, 1996 to
shareholders of record as of May 10, 1996.

 


                                       9
<PAGE>



                           Part II. Other Information

Item 1. Legal Proceedings.
        n/a

Item 2. Changes in Securities
        n/a

Item 3. Defaults upon Senior Securities
        n/a

Item 4. Submission of Matters to a Vote of Security Holders
        n/a

Item 5. Other Information
        n/a

Item 6. Exhibits and Reports on Form 8-K.

     1. n/a
 
     2. The  company  filed a  Current  Report  on Form 8-K on  March  22,  1996
pertaining to forward looking statements and prospective disclosures.


                                       10
<PAGE>



                                   SIGNATURES

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

E. W. Blanch Holdings, Inc.

By:  /s/ Tom S. Nelson
   ------------------------------------------------------
     Tom S. Nelson     
     Executive Vice President and Chief Financial Officer

Date: May 14, 1996


                                       11
<PAGE>


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<ARTICLE>                     5
              
       
<S>                                           <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              Dec-31-1996
<PERIOD-START>                                 Jan-1-1996
<PERIOD-END>                                   Mar-31-1996
<CASH>                                         2,372
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               29,418
<PP&E>                                         18,827
<DEPRECIATION>                                 9,306
<TOTAL-ASSETS>                                 521,457
<CURRENT-LIABILITIES>                          14,129
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       141
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   521,457
<SALES>                                        24,136
<TOTAL-REVENUES>                               25,878
<CGS>                                          0
<TOTAL-COSTS>                                  17,601
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             66
<INCOME-PRETAX>                                8,277
<INCOME-TAX>                                   3,171
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   5,106
<EPS-PRIMARY>                                  .38
<EPS-DILUTED>                                  .38
        




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