AMERICO LIFE INC
10-Q, 1999-05-17
LIFE INSURANCE
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                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

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

                For the Quarterly Period Ended March 31, 1999 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: 33-64820

                               AMERICO LIFE, INC.
             (exact name of registrant as specified in its charter)

                                    MISSOURI
        (State of other jurisdiction of incorporation or organization)

                                  43-1627599
                  (I.R.S. Employer Identification No.)

                                  1055 BROADWAY
                           KANSAS CITY, MISSOURI 64105
                    (Address of principal executive offices)

                                 (816) 391-2000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                       if changed since last report)


   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 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.
                                     Yes X   No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.
 Class and Title of                                         Shares Outstanding
   Capital Stock                                             as of May 13, 1999
   -------------                                            ------------------
Common Stock $1.00 Par Value                                       10,000


<PAGE>



  
                          
            AMERICO LIFE, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET
                          (In thousands - unaudited)
<TABLE>

                                                                            March 31,              December 31,
                                                                              1999                     1998
                                                                              ----                     ----

<S>                                                                        <C>                      <C>   
Assets
Investments:
   Fixed maturities:
     Held to maturity, at amortized cost (market: $875,568 and
       $914,672)                                                            $   855,108              $   876,594
     Available for sale, at market (amortized cost: $903,815 and
       $893,664)                                                                913,326                  925,191
   Equity securities, at market (cost: $69,140 and $42,201)                     105,933                   89,022
   Investment in equity subsidiaries                                             10,439                    9,669
   Mortgage loans on real estate, net                                           196,833                  190,074
   Investment real estate, net                                                   28,609                   28,606
   Policy loans                                                                 208,855                  210,173
   Other invested assets                                                         16,867                   17,066
                                                                            -----------              -----------
     Total investments                                                        2,335,970                2,346,395

Cash and cash equivalents                                                        86,770                   68,219
Accrued investment income                                                        33,640                   31,862
Amounts receivable from reinsurers                                            1,188,389                1,207,197
Other receivables                                                                59,578                   36,529
Deferred policy acquisition costs                                               145,105                  131,574
Cost of business acquired                                                       240,873                  247,125
Amounts due from affiliate                                                        4,508                        -
Other assets                                                                     38,424                   36,913
                                                                            -----------              -----------
     Total assets                                                           $ 4,133,257              $ 4,105,814
                                                                            ===========              ===========

Liabilities and stockholder's equity
Policyholder account balances                                               $ 2,502,084              $ 2,501,113
Reserves for future policy benefits                                             827,613                  833,917
Unearned policy revenues                                                         39,948                   36,332
Policy and contract claims                                                       44,814                   45,467
Other policyholder funds                                                        118,592                  106,241
Notes payable                                                                   133,042                  132,533
Amounts payable to reinsurers                                                    36,839                   28,199
Deferred income taxes                                                            56,375                   63,600
Due to broker                                                                    68,610                   36,275
Amounts due to affiliates                                                             -                    3,085
Other liabilities                                                                62,159                   61,872
                                                                            -----------              -----------
     Total liabilities                                                        3,890,076                3,848,634

Stockholder's equity:
   Common stock ($1 par value; 30,000 shares authorized,
     10,000 shares issued and outstanding)                                           10                       10
   Additional paid-in capital                                                     3,745                    3,745
   Accumulated other comprehensive income                                        46,234                   60,499
   Retained earnings                                                            193,192                  192,926
                                                                            -----------              -----------
     Total stockholder's equity                                                 243,181                  257,180
                                                                            -----------              -----------

Commitments and contingencies

     Total liabilities and stockholder's equity                             $ 4,133,257              $ 4,105,814
                                                                            ===========              ===========
</TABLE>



<PAGE>


                       AMERICO LIFE, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
              (In thousands, except per share amounts - unaudited)
<TABLE>

                                                                                       Three Months
                                                                                     Ended March 31,
                                                                              1999                     1998
<S>                                                                        <C>                      <C>  
Income
Premiums and policy revenues                                                $    59,101              $    53,972
Net investment income                                                            58,432                   56,087
Net realized investment gains (losses)                                              (75)                     461
Other income                                                                      1,677                    1,084
                                                                            -----------              -----------
   Total income                                                                 119,135                  111,604

Benefits and expenses
Policyholder benefits:
   Death benefits                                                                36,576                   29,899
   Interest credited on universal life and annuity products                      26,740                   26,666
   Other policyholder benefits                                                   12,796                   12,679
   Change in reserves for future policy benefits                                 (5,852)                  (5,977)
Commissions                                                                       3,171                    3,139
Amortization expense                                                             18,858                   15,133
Interest expense                                                                  2,968                    2,985
Other operating expenses                                                         23,147                   21,112
                                                                            -----------              -----------

   Total benefits and expenses                                                  118,404                  105,636
                                                                            -----------              -----------

   Income before provision for income taxes                                         731                    5,968

Provision for income taxes                                                          (35)                   1,899
                                                                            -----------              -----------

     Net income                                                             $       766              $     4,069
                                                                            ===========              ===========

Net income per common share                                                 $     76.60              $    406.90
                                                                            ===========              ===========
</TABLE>




<PAGE>


                       AMERICO LIFE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           (In thousands - unaudited)
<TABLE>

                                                                                         Three Months
                                                                                       Ended March 31,
                                                                                1999                     1998

<S>                                                                          <C>                      <C>  
Cash flows from operating activities
Net income                                                                    $       766              $     4,069
                                                                               ----------               ----------

Adjustments to  reconcile  net income to net cash  provided  (used) by operating
   activities:
   Depreciation and amortization                                                   23,841                   17,516
   Deferred policy acquisition costs                                              (11,685)                  (9,566)
   Undistributed earnings of equity subsidiaries                                     (894)                    (335)
   Distribution of earnings from equity subsidiaries                                    -                    6,750
   Amortization of unrealized gains                                                (2,591)                  (2,163)
   (Increase) decrease in assets:
     Accrued investment income                                                     (1,778)                      45
     Amounts receivable from reinsurers                                            18,808                  (21,055)
     Other receivables                                                               (476)                   2,881
     Other assets, net of amortization expense                                     (3,023)                  (4,178)
   Increase (decrease) in liabilities:
     Policyholder account balances                                                (21,214)                  (1,048)
     Reserves for future policy benefits and unearned policy revenues              (2,688)                 (19,774)
     Policy and contract claims                                                      (653)                       7
     Other policyholder funds                                                      12,352                    4,651
     Amounts payable to reinsurers                                                  8,640                    5,681
     Provision for deferred income taxes                                              486                    1,550
     Federal income tax payable                                                        11                      204
     Amounts due to affiliates                                                     (7,593)                      (7)
     Other liabilities                                                                274                   10,571
   Net realized losses (gains) on investments sold                                     75                     (461)
   Amortization on bonds and mortgage loans                                         2,650                     (144)
   Other changes                                                                   (1,112)                     445
                                                                              -----------              -----------

     Total adjustments                                                             13,430                   (8,430)
                                                                              -----------              -----------

Net cash provided (used) by operating activities                                   14,196                   (4,361)
                                                                              -----------              -----------
</TABLE>








                                                         (Continued)



<PAGE>


                       AMERICO LIFE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
                           (In thousands - unaudited)
<TABLE>

                                                                                       Three Months
                                                                                     Ended March 31,
                                                                              1999                     1998
<S>                                                                        <C>                      <C>  
Cash flows from investing activities
   Purchases of fixed maturity investments                                  $   (49,946)             $   (39,988)
   Purchases of other investments                                               (31,005)                 (58,490)
   Mortgage loans originated                                                    (14,175)                 (22,999)
   Maturities or redemptions of fixed maturity investments                        5,161                    2,673
   Sales of fixed maturity available for sale investments                        53,757                   51,863
   Sales of other investments                                                     7,954                   31,347
   Repayments from mortgage loans                                                 7,418                    5,026
   Change in due from/to brokers                                                  2,262                   12,607
   Change in policy loans                                                         1,318                    1,143
                                                                            -----------              -----------
     Net cash used by investing activities                                      (17,256)                 (16,818)
                                                                            -----------              -----------

Cash flows from financing activities
   Receipts credited to policyholder account balances                            86,234                   67,049
   Return of policyholder account balances                                      (64,049)                 (52,181)
   Repayments of notes payable                                                      (74)                     (27)
   Dividends paid                                                                  (500)                    (500)
                                                                            -----------              -----------
     Net cash provided by financing activities                                   21,611                   14,341
                                                                            -----------              -----------

Net increase (decrease) in cash and cash equivalents                             18,551                   (6,838)
                                                                            -----------              -----------

Cash and cash equivalents at beginning of period                                 68,219                   36,859
                                                                            -----------              -----------

Cash and cash equivalents at end of period                                  $    86,770              $    30,021
                                                                            ===========              ===========
</TABLE>




<PAGE>


                       AMERICO LIFE, INC. AND SUBSIDIARIES

                                                        13
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 1999 and 1998
              (In thousands, except per share amounts - unaudited)

The  following  notes  should  be read in  conjunction  with  the  notes  to the
consolidated  financial  statements  contained in the Americo Life,  Inc.  ("the
Company")  December 31, 1998 Form 10-K as filed with the Securities and Exchange
Commission.

1.       ACCOUNTING POLICIES

The unaudited consolidated financial statements as of March 31, 1999 and for the
three months ended March 31, 1999 and 1998 reflect all  adjustments,  consisting
of normal  recurring  adjustments,  which are necessary for a fair  statement of
financial  position  and  results  of  operations  on a  basis  consistent  with
accounting  principles  described fully in Note 1 of the Company's  December 31,
1998 consolidated financial statements.  The results of operations for the three
months  ended  March 31,  1999 and 1998 are not  necessarily  indicative  of the
expected  results for the full year 1999,  nor the results  experienced  for the
year 1998.

In December  1997,  the  American  Institute  of  Certified  Public  Accountants
("AICPA") approved Statement of Position ("SOP") 97-3,  "Accounting by Insurance
and Other  Enterprises  for  Insurance-Related  Assessments."  SOP 97-3 provides
guidance  for  determining  when an entity  should  recognize  a  liability  for
guaranty-fund  and other  insurance-related  assessments and a related asset for
assessments that may be recovered through future premium tax offsets. The SOP is
effective for financial statements for fiscal years beginning after December 15,
1998.  The  adoption  of  this  SOP  did  not  have  a  material  effect  on the
consolidated financial statements.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133 provides guidance related to
the accounting for derivative  instruments and hedging  activities,  focusing on
the  recognition and  measurement of derivative  instruments.  This statement is
effective for all fiscal  quarters of all fiscal years  beginning after June 15,
1999. Adoption of this accounting standard will not have a significant impact on
the consolidated financial statements of the Company.

2.       STOCKHOLDER'S EQUITY

Comprehensive  income  (loss) for the three months ended March 31, 1999 and 1998
is as follows:
<TABLE>

                                                         1999                  1998
                                                         ----                  ----

<S>                                                    <C>                   <C>      
Net income                                             $     766             $   4,069
Other comprehensive income (loss)                        (14,265)                  144
                                                       ---------             ---------
Comprehensive income (loss)                            $ (13,499)            $   4,213
                                                       =========             =========
</TABLE>



<PAGE>



Following are the components of net unrealized  investment  gains which comprise
accumulated other comprehensive income:
<TABLE>

                                                                                                  Three Months
                                                      March 31,            December 31,               Ended
                                                         1999                  1998              March 31, 1999
                                                         ----                  ----              --------------
<S>                                                  <C>                   <C>                    <C> 
Investment securities:
    Fixed maturities available for sale               $     9,511           $    29,200            $   (19,689)
    Fixed maturities reclassified from
available for sale to held to maturity                     33,918                36,509                 (2,591)
    Equity securities                                      40,164                47,172                 (7,008)
                                                      -----------           -----------            -----------
                                                           83,593               112,881                (29,288)

Effect on other balance sheet accounts                    (11,879)              (21,019)                 9,140
Deferred income taxes                                     (25,480)              (31,363)                 5,883
                                                      -----------           -----------            -----------
    Net unrealized investment gains                   $    46,234           $    60,499            $   (14,265)
                                                      ===========           ===========            ===========
</TABLE>

During the three  months ended March 31,  1999,  the Company  paid  dividends to
Financial Holding Corporation (FHC) totaling $500.

3.       COMMITMENTS AND CONTINGENCIES

The  Company's  subsidiary,   Great  Southern  Life  Insurance  Company  ("Great
Southern"),  is a defendant  in lawsuits  filed as class  actions and  purported
class  actions  asserting  claims  related to sales  practices  of certain  life
insurance  products.  The Company and Great  Southern also are  defendants  with
other  parties  in a class  action  lawsuit  brought  by  agents of one of Great
Southern's  general agents  alleging that they were defrauded into  surrendering
renewal  commissions in return for a promise of stock  ownership in a company to
be taken public at some point in the future. The Company intends to defend these
cases  vigorously.  The  amount of any  liability  that may arise as a result of
these  cases,  if any,  cannot  be  reasonably  estimated  at this  time  and no
provision for loss has been made in the accompanying financial statements.

4.        SEGMENT INFORMATION

The table below  presents  information  about the  reported  revenues and income
before  provision  for income  taxes for the  Company's  reportable  segments as
defined in the  Company's  December  31, 1998 Form 10-K.  Asset  information  by
segment is not  reported,  since the Company does not produce  such  information
internally.
<TABLE>


                      Life Insurance          Asset             Non-Life          Reconciling        Consolidated
                        Operations         Accumulation         Insurance            Items              Totals
                                            Products           Investments
                                            Operations

                         March 31,          March 31,           March 31,          March 31,          March 31,
                       1999     1998      1999      1998     1999      1998      1999     1998      1999      1998

<S>                  <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>     <C>       <C>     
Revenues             $105,242  $104,727  $ 8,882   $ 3,214   $ 1,409  $ 1,268   $ 3,602   $ 2,395 $119,135  $111,604
Income (loss)
  before income         9,816    14,940      (77)      819     1,146      945   (10,154)  (10,736)     731     5,968
  taxes
</TABLE>

Significant  reconciling items to amounts reported in the Company's consolidated
financial  statements  include net investment income and operating  expenses not
allocated to segments,  net realized  investment gains (losses) not allocated to
segments and interest expense.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following  discussion  analyzes  significant  items affecting the results of
operations and the financial  condition of the Company.  In connection  with the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995, the Company cautions readers regarding certain forward-looking  statements
contained in this report and in any other  statements  made by, or on behalf of,
the Company,  whether or not in future  filings with the Securities and Exchange
Commission (the "SEC").  Forward-looking  statements are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial results, or other developments. Statements using verbs such as "plan",
"anticipate",   "believe"  or  words  of  similar   import   generally   involve
forward-looking  statements.  Without  limiting the  foregoing,  forward-looking
statements  include  statements which represent the Company's beliefs concerning
future  levels of sales and  surrenders of the  Company's  products,  investment
spreads  and  yields,  or  the  earnings  and  profitability  of  the  Company's
activities.

Forward-looking  statements are  necessarily  based on estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which are subject to change.  Whether or not actual  results  differ
materially from  forward-looking  statements may depend on numerous  foreseeable
and unforeseeable  developments.  Some may be national in scope, such as general
economic conditions,  changes in tax law and changes in interest rates. Some may
be related to the insurance  industry  generally,  such as pricing  competition,
regulatory  developments  and industry  consolidation.  Others may relate to the
Company specifically, such as credit, volatility and other risks associated with
the  Company's  investment  portfolio.  Investors  are also directed to consider
other risks and  uncertainties  discussed in documents filed by the Company with
the  SEC.  The  Company  disclaims  any  obligation  to  update  forward-looking
information. This discussion should be read in conjunction with the accompanying
consolidated financial statements and the notes thereto.

SEGMENT RESULTS

     Revenues and income  before  provision  for income taxes for the  Company's
operating  segments,  as defined  by  Financial  Accounting  Standard  No.  131,
"Financial  Reporting for Segments of a Business  Enterprise",  is summarized as
follows (in millions):
<TABLE>

                                          Life Insurance           Asset Accumulation               Non-Life
                                            Operations             Products Operations        Insurance Investments
                                      -----------------------    ------------------------    ------------------------

                                            March 31,                   March 31,                   March 31,
                                         1999        1998            1999        1998            1999        1998

<S>                                     <C>         <C>               <C>         <C>             <C>         <C> 
Revenues                                $105.2      $104.7            $8.9        $3.2            $1.4        $1.3
Income (loss) before income taxes          9.8        14.9            (0.1)        0.8             1.1         0.9
</TABLE>

     Life insurance operations.  Income before income taxes decreased from 1998
to 1999 primarily due to increased death benefits.

     Asset accumulation products operations.  Income before income taxes 
decreased from 1998 to 1999 primarily due to increased death benefits.

     Non-life insurance  investments. Income before income taxes was consistent
with 1998 levels.

     Significant  reconciling  items of the segment  revenues and income  before
income  taxes shown  above to amounts  reported  in the  Company's  consolidated
financial  statements  include net investment income and operating  expenses not
allocated to segments,  net realized  investment gains (losses) not allocated to
segments and interest expense. These reconciling items had comparable effects on
income before income taxes for the three months ended March 31, 1999 and 1998.


<PAGE>



THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Income  before  income  taxes for the three months ended March 31, 1999 was $0.7
million  compared to $6.0 million for the three months ended March 31, 1998. The
primary reason for the decrease was an increase in death benefits.

Premiums and policy revenues. Premiums and policy revenues totaled $59.1 million
for the three  months  ended  March 31, 1999  compared to $54.0  million for the
three  months ended March 31,  1998.  Traditional  premiums for the three months
ended March 31, 1999 were  comparable  to the three months ended March 31, 1998.
Policy  revenues  increased  $5.5  million  from  1998 to 1999.  Policy revenues
increased $1.3 million from asset accumulation business  
acquired in October 1998 in conjunction with the Company  acquiring the 50% of 
College Insurance Group,  Inc. not previously  owned and the recapture of 
business which was previously ceded to an unaffiliated insurance company.  In 
addition,  deferred  front-end  contract charges recognized on Great Southern's
universal  life  insurance  business increased $4.3 million.  The increased
recognition of these front-end  contract charges on Great Southern's  universal
life insurance business was substantially offset by increased  amortization of
deferred policy  acquisition  costs on this same block. The Company is treating
policies issued in 1999 as a separate group for purposes of recognizing
deferred  front-end contract charges and amortizing deferred policy acquisition
costs. This treatment resulted in additional policy revenue and amortization
expense in 1999 without a significant impact to income before income taxes.

Net investment income. Net investment income totaled $58.4 million for the three
months ended March 31, 1999 compared to $56.1 million for the three months ended
March 31, 1998.  The increase in net  investment  income is primarily due to the
acquisition of the asset accumulation business in October 1998.

Other income. Other income totaled $1.7 million for the three months ended March
31, 1999  compared to $1.1 million for the three months ended March 31, 1998. Of
the increase in 1999, $0.4 million was due to commission revenues and other fees
earned by the marketing entities purchased by the Company in October 1998.

Policyholder benefits. Policyholder benefits totaled $70.3 million for the three
months  ended March 31,  1999,  compared to $63.3  million for the three  months
ended March 31,  1998.  This  increase  resulted  primarily  from a $6.7 million
increase in death benefits. Interest credited on universal life and annuity fund
balances remained  comparable  between periods;  however,  (i) interest credited
increased  $3.4  million due to the acquisition of the asset accumulation
business in October 1998,  (ii)  interest  credited  on the  Company's  closed
block of  annuity business  decreased $2.1 million due to reduced fund values,
and (iii) interest credited on other interest-sensitive products decreased due
to a reduction in rates made in response to market conditions.  The decrease in
interest credited on the  Company's  closed block of annuity business was 
offset by the related decrease  in net  investment  income  earned on the
reduced  fund values of the annuity business.

Amortization  expense.  Amortization expense totaled $18.9 million for the three
months ended March 31, 1999 compared to $15.1 million for the three months ended
March 31, 1998. The higher amortization  expense in 1999 resulted primarily from
increased  amortization of deferred policy acquisition costs on Great Southern's
universal  life  insurance  business  which  was  substantially  offset  by  the
recognition of front-end contract charges as discussed above.

Other operating expenses. Other operating expenses totaled $23.1 million for the
three months ended March 31, 1999 compared to $21.1 million for the three months
ended March 31, 1998. The increase in operating  expenses results primarily from
the expenses  associated with marketing  entities purchased and insurance 
business acquired in October 1998. The increased  marketing  expenses included 
costs of a significant  product  introduction  in 1999  and  were  partially
offset  by external  revenues of the marketing  entities and the elimination of 
commissions the Company paid to these marketing entities prior to their 
acquisition.


<PAGE>



FINANCIAL CONDITION AND LIQUIDITY

The changes occurring in the Company's  consolidated balance sheet from December
31,  1998 to March 31,  1999  primarily  reflect  the normal  operations  of the
Company's life insurance subsidiaries.

The quality of the Company's  investment in fixed maturity  investments at March
31, 1999  remained  consistent  with  December  31, 1998.  Non-investment  grade
securities  totaled  less  than  0.2%  of the  Company's  total  fixed  maturity
investments at March 31, 1999. The Company has not made any significant  changes
to its investment philosophy during 1998.

The Company's net unrealized investment gains decreased $14.3 million during the
first three  months of 1999.  The  decrease in the gross  unrealized  investment
gains on equity  securities  totaled  $7.0  million and the market value of the
Company's  available for sale fixed  maturity  investment  securities  decreased
$19.7 million due to market interest rate changes.  The components of the change
during the three months ended March 31, 1999 were (in millions):
<TABLE>

<S>                                                                        <C>     
Gross unrealized investment gains                                          $ (29.3)
Effect on insurance assets and liabilities                                     9.1
Deferred income tax effect                                                     5.9
                                                                           -------
                                                                           $ (14.3)
</TABLE>

During the three  months  ended March 31,  1999,  changes in the  interest  rate
environment did not adversely affect the Company's  financial  condition.  These
rate changes did not  materially  affect  disclosures  included in the Company's
December 31, 1998 Form 10-K regarding the Company's exposure to market risk.

YEAR 2000 READINESS

Many existing  computer  programs were designed and developed  without regard to
the upcoming change in the century. If not corrected, many computer applications
could fail or create erroneous results by or at the Year 2000.

The  Company  has  developed  a  comprehensive  Year 2000  plan that  management
believes will identify potential processing issues and allow the Company to take
any necessary  corrective actions before problems arise. A committee,  comprised
of a cross section of key employees from all business areas,  has been formed to
execute, test and implement the remediation plan. The Company's remediation plan
is comprised of six phases. These phases are (i) a complete inventory of systems
which the Company utilizes, (ii) an initial assessment of Year 2000 preparedness
for  each  identified  system,  (iii)  the  development  of a plan to  remediate
appropriate  systems,  (iv) the  remediation  of  systems,  (v) the  testing  of
systems,  and (vi) the  implementation  into production of systems.  Because the
Company's  administration  systems are  outsourced to a third party vendor,  the
Company is  coordinating  the Year 2000 plan with its outsource  provider.  This
provider has contractual  responsibility  for the Year 2000  remediations of the
Company's administration systems.

The Company had met its milestone of having all administration  systems prepared
for Year 2000  processing  by December 31, 1998.  These  systems are used by the
Company to process its insurance business,  including premium receipts and claim
payments.  Currently,  all  administrative  systems have been  renovated and the
Company,  working  with  it's  outsource  provider,  has  tested  all Year  2000
remediations  and has placed  these  tested  systems  into  production  use. All
internal and corporate  systems,  such as file servers and desktop systems,  are
now scheduled to be Year 2000 ready by July 31, 1999. Approximately 95% of these
systems have been  assessed for Year 2000  readiness  and  substantially  all of
these are believed to be Year 2000 ready. The Company's  imbedded systems,  such
as phone  switches,  will be upgraded,  as necessary,  during 1999. The affected
systems have been  identified.  If the Company fails to successfully  complete a
significant  portion  of the Year  2000 plan such  failure  may have a  material
adverse  impact on the  Company's  financial  condition.  Currently,  management
considers the possibility of such a failure to be unlikely; however, contingency
plans are being developed for critical business  processes in the event that our
business partners are unable to meet their Year 2000 preparedness commitments.


<PAGE>



A major part of the Company's Year 2000 plan relates to other business  entities
on which the Company is reliant to conduct its  operations.  The  aforementioned
Year 2000 committee has identified key business partners, customers, vendors and
suppliers  to  participate  in a survey  program.  These  business  entities are
comprised of entities which impact many  companies  across the country in varied
industries,  as well as entities with more limited  customers.  Entities serving
customers  nationwide  include the federal  government,  the banking system, the
postal  service,   national  brokerage  firms,  stock  exchanges,  and  national
overnight delivery providers.  Local entities include the Company's  reinsurers,
banks, computer hardware vendors, payroll processor,  public utilities and phone
companies.  After  identifying  the  entities,  the Company sent surveys to each
requesting information related to Year 2000 readiness.  Management has developed
a database  to track  survey  responses  and will send any  necessary  follow-up
requests by May 31,  1999.  If further  requests do not result in a response,  a
determination  will be made at that time whether further contact should be made.
The  responses to these  surveys are being  evaluated by Company  management  to
determine  whether potential Year 2000 problems exist. If the Company believes a
problem may exist, an appropriate contingency plan will be developed to minimize
any effect on the Company.  The Company is specifically reliant upon the federal
government   for  various   functions   including   mail  delivery  of  customer
correspondence,  national  banking  activities and electronic  list bill premium
processing for government  employees.  The federal government's policy is to not
respond to Year 2000  surveys,  so the  Company,  like most  organizations,  has
assumed the  operations  of the  federal  government  will not be  significantly
affected by Year 2000  problems.  If problems do arise,  the  operations  of the
Company may be materially adversely impacted.

The Company  incurred  expense  through  March 1999  related to this  project is
$160,000. It is expected additional expenses will total $250,000 during 1999. As
these  expenses  are  not  significant  to  the  Company's  overall  information
technology  budget,  this  remediation  plan will be funded  from the  Company's
normal  operating  cash  flows.  The  remediation  costs are  nominal due to the
Company's  service  agreement  with its third party  provider.  At this point in
time,  other  information  systems  projects  have not suffered due to Year 2000
compliance  efforts  so as  not to  have  an  adverse  effect  on the  Company's
operations.

The estimates and conclusions herein contain forward-looking  statements and are
based on management's  best estimates of future events.  Risks to completing the
plan include the  availability  of trained  personnel,  management's  ability to
discover and correct the potential Year 2000 sensitive problems which could have
a serious  impact on  specific  facilities,  and the  ability of  suppliers  and
customers to bring their systems into Year 2000 compliance.



<PAGE>



PART II - OTHER INFORMATION

ITEM 2.  LEGAL PROCEEDINGS

Reference is made to the Company's December 31, 1998 Form 10-K regarding certain
legal  proceedings to which the Company and/or certain of its  subsidiaries  are
parties.  Included among those matters was  Thibodeau,  et al. v. Great American
Life  Underwriters,  et al., District Court,  Dallas County,  Texas. On or about
April 30, 1999,  the Texas Court of Appeals  affirmed the trial  court's  ruling
certifying this matter as a class action.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The quantitative and qualitative  disclosures about market risk are contained in
the "Financial  Condition and Liquidity" section of Management's  Discussion and
Analysis of Financial Condition and Results of Operations.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

3.1      Restated  Articles of  Incorporation,  as amended,  of the Registrant
         (incorporated by reference from Exhibit 3.1 to Registrant's  Form S-4
         [File No. 33-64820] filed June 22, 1993).

3.2      By-laws, as amended, of the Registrant (incorporated by reference from
         Exhibit 3.2 to Registrant's Form S-4 [File No.33-64820] filed June 22,
         1993).

27                             Financial Data Schedule.

- -------------------------------------------------------------------------------

(b)      Reports on Form 8-K:

There  were no reports on Form 8-K filed for the three  months  ended  March 31,
1999.







<PAGE>










                                    SIGNATURE


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


                                     AMERICO LIFE, INC.


                               BY:       /s/ Gary E. Jenkins
                               Name:     Gary E. Jenkins
                               Title:    Senior Vice President,
                                         Chief Financial Officer and Treasurer
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)


Date:  May 17, 1999

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