PROFESSIONAL BENEFITS INSURANCE CO
8-K, 1998-05-28
LIFE INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT

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



                          Date of Report: May 13, 1998


                     PROFESSIONAL BENEFITS INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

                         Commission File Number 0-22344



           Texas                                          74-2072535
(State or other jurisdiction of                        (I.R.S. employer
 incorporation)                                      identification number)



                    10835 Rockley Road, Houston, Texas 77099
          (Address of principal executive offices, including ZIP code)


                                  281/721-1800
              (Registrant's telephone number, including area code)


================================================================================

<PAGE>   2


                     PROFESSIONAL BENEFITS INSURANCE COMPANY

                                    FORM 8-K


          Item 3      -     BANKRUPTCY OR RECEIVERSHIP

                  On May 13, 1998, a Temporary Injunction and Order Appointing
                  Temporary Receiver was issued by the District Court of Travis
                  County, Texas in relation to Professional Benefits Insurance
                  Company. The Order appointed the Commissioner of Insurance as
                  Temporary Receiver.

          Item 7      -     FINANCIAL STATEMENTS AND EXHIBITS

                  Exhibit 99.1 Temporary Injunction and Order Appointing
                  Temporary Receiver.


                                   SIGNATURES

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

                                PROFESSIONAL BENEFITS INSURANCE COMPANY


                                By:    /s/ Neal Rockhold
                                       -----------------------------------------
                                Name:  Neal Rockhold
                                       -----------------------------------------
                                Title: Appointed Representative of the Temporary
                                       -----------------------------------------
                                         Receiver
                                         --------
Dated:    May 28, 1998



                                      -2-
<PAGE>   3


                                INDEX TO EXHIBITS


EXHIBIT NO.                DESCRIPTION

99.1             Temporary Injunction and Order Appointing Temporary Receiver



<PAGE>   1
                                  NO. 98-04500

THE STATE OF TEXAS,                     )            IN THE DISTRICT COURT OF
                 Plaintiff              )   
                                        )
VS.                                     )            TRAVIS COUNTY, T E X A S
                                        )
PROFESSIONAL BENEFITS                   )
INSURANCE COMPANY,                      )
                 Defendant              )            201ST JUDICIAL DISTRICT


                              TEMPORARY INJUNCTION
                     AND ORDER APPOINTING TEMPORARY RECEIVER

         On this day came to be heard the Application for a Temporary Injunction
and Appointment of a Temporary Receiver filed by the State of Texas. The State
of Texas appeared by and through its Attorney General, Dan Morales. The
Application requests that a Temporary Injunction be issued against PROFESSIONAL
BENEFITS INSURANCE COMPANY (hereinafter referred to as "DEFENDANT"), and against
its affiliates and those acting in concert with it or in its behalf, and that
the Commissioner of Insurance of the Texas Department of Insurance, (hereinafter
referred to as "Commissioner of Insurance") be appointed as Temporary Receiver.

                                       I.

                                    FINDINGS

1)       The Court finds that it has jurisdiction over the parties and over the
         subject matter herein, and the Court, after considering the State of
         Texas' verified Petition, is of the opinion and finds that the law and
         the facts are what the State of Texas has alleged in its duly verified
         Petition and that the State of Texas is entitled to a Temporary
         Injunction and Order Appointing Temporary Receiver as granted herein.

2)       The Court finds that the State of Texas, through its Attorney General,
         Dan Morales, under the authority granted to him by the Constitution and
         laws of this State and at the request of the Commissioner of Insurance,
         has a probable right and probably will prevail upon final hearing of
         this action and that without the issuance of this temporary 


<PAGE>   2

         injunctive relief, the State of Texas will probably suffer irreparable
         injury as set forth herein. There is no adequate remedy at law.
3)       The Court finds that DEFENDANT is insolvent and in a hazardous
         financial condition and is not in compliance with TEX. INS. CODE ANN.
         articles 1.10 Section 5, and 3.02 (Vernon Supp. 1997). The Court 
         further finds that the continued operation of DEFENDANT will be
         hazardous to its policyholders and creditors, and that unless
         temporarily enjoined, it will continue to operate in violation of the
         laws of this State and that it will continue to create debts and
         obligations and to deplete the assets of DEFENDANT, all contrary to the
         best interests of its policyholders, creditors and the general public
         and that by reason of these premises, immediate and irreparable injury,
         loss and damage will result to the policyholders and creditors. 

4)       The Court further finds that unless DEFENDANT is temporarily enjoined
         and a Temporary Receiver is appointed for DEFENDANT, the assets of
         DEFENDANT may be subjected to claims or illegal preferences, to the
         immediate and irreparable injury of its policyholders and creditors;
         and that it is necessary that a Temporary Receiver be appointed so that
         the legal obligations of DEFENDANT may be supervised during the
         pendency of these proceedings to prevent the waste of DEFENDANT's
         assets and to preserve the status quo.

5)       Because of the foregoing, the Court finds that there exists an
         imperative and immediate necessity to enjoin DEFENDANT from directly or
         indirectly conducting any business of DEFENDANT as set forth herein; to
         enjoin any persons or other entities from commencing or prosecuting any
         actions against DEFENDANT or its assets as set forth herein; and to
         appoint the Commissioner of Insurance as Temporary Receiver of the
         affairs of DEFENDANT, in order to manage, maintain, and preserve the
         affairs of DEFENDANT during the pendency of these proceedings and to
         wind up and liquidate


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 2 OF 13
<PAGE>   3

         the property and business of DEFENDANT, if the State of Texas prevails
         on its verified claim.

6)       The Court further finds that the Temporary Receiver is vested by
         operation of law with title to all property and assets of DEFENDANT,
         including, but not limited to, its license to sell insurance in the
         State of Texas. Furthermore, the Court finds that the Temporary
         Receiver succeeds to all rights of DEFENDANT including, but not limited
         to, the rights of DEFENDANT as customer of any financial institution.

                                       II.

                              TEMPORARY INJUNCTION

         It is ORDERED that the Clerk of this Court shall issue a Temporary
Injunction against the persons and entities named below, with the following
force and effect:

                  TO: PROFESSIONAL BENEFITS INSURANCE COMPANY,
                  ITS DIRECTORS AND FORMER DIRECTORS (INCLUDING,
                  BUT NOT LIMITED TO, JAMES O. HENRY, JR., D.D.S.,
                  ROBERT W. LITTLE, D.D.S., WILLIAM L. GLENN, JR.,
                  D.D.S., AND HOBERT P. LUNDBLADE, D.D.S.); ITS
                  OFFICERS AND FORMER OFFICERS, (INCLUDING, BUT
                  NOT LIMITED TO, JERRY CAMPBELL, VICE PRESIDENT,
                  ROBERT W. LITTLE, TREASURER, WILLIAM L. GLENN,
                  JR., SECRETARY, JERRY RAY, JAMES O. HENRY, JR.,
                  BARHAM RHODES AND TAMMY SKAINS); ITS OFFICERS
                  AND FORMER OFFICERS (INCLUDING, BUT NOT LIMITED
                  TO, ATTORNEYS; ACCOUNTANTS; MANAGERS;
                  SUBSIDIARIES; MANAGING GENERAL AGENTS;
                  REPRESENTATIVES; LOCAL RECORDING AGENTS;
                  EMPLOYEES OR SERVANTS; STOCKHOLDERS; THIRD
                  PARTY ADMINISTRATORS; ADJUSTERS; MEMBERS;
                  TRUSTEES; POLICYHOLDERS; ASSOCIATES; AND THOSE
                  ACTING IN CONCERT WITH THEM):

         EACH OF YOU are hereby RESTRAINED and ENJOINED from:

1.(a)    Doing, operating, and conducting any business of DEFENDANT under any
         charter, permit, license, power or privilege, belonging to, or
         heretofore issued by, or to


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 3 OF 13
<PAGE>   4
         DEFENDANT, or exercising any direction, control or influence over the
         business of DEFENDANT;

1.(b)    Wasting, disposing of, using, transferring, selling, assigning,
         canceling, hypothecating, withdrawing, or allowing to be withdrawn or
         concealing, in any manner, or in any way, any property of DEFENDANT,
         also including, but not limited to, that property which has been
         acquired, purchased or paid for by DEFENDANT, whether such property is
         real, personal, or mixed, of any kind, or nature, wherever located, all
         of which property is placed in custodia legis by virtue of the
         appointment of the Temporary Receiver. Such property shall also include
         any claims or causes of action belonging to, owned by, in the
         possession of, or claimed by DEFENDANT which DEFENDANT might have
         against any person, firm, association, or corporation, all of which
         property is placed in custodia legis, and title to such property is
         vested in the Receiver;

1.(c)    Disposing of any account, debt, deposit, share account, trust account,
         or any other property you may own, owe to, or hold for the benefit of
         DEFENDANT, or any account held individually, jointly, or severally for
         DEFENDANT, whether such account, debt, deposit, share account, trust
         account, or any other asset is owned, or held for DEFENDANT in the name
         of, or for the benefit of DEFENDANT, or under any other name(s), all of
         which property is placed in custodia legis, and title to such property
         is vested in the Receiver;

1.(d)    Removing from the jurisdiction of this Court, or from the place of
         business of DEFENDANT, any office equipment, furniture or fixtures,
         books, records, or any other property of any kind or nature whatsoever,
         real and personal, belonging to, claimed, or owned by DEFENDANT, all of
         which property is placed in custodia legis, and title to such property
         is vested in the Receiver;

1.(e)    Doing anything, directly or indirectly, to prevent the Temporary
         Receiver or his designees from gaining access to, acquiring, examining
         or investigating any books,


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 4 OF 13
<PAGE>   5
         documents, records or other materials concerning DEFENDANT or its
         affairs and property under whatever name(s) they may be found. Such
         documentary material shall include, but not be limited to, records and
         property held by banks, savings and loan associations, trust companies,
         credit unions or any other entities or depository institutions; and

1.(f)    Interfering in any way, with these proceedings or the lawful acts of
         the Temporary Receiver or his designees, and from making any claim, or
         from commencing, or prosecuting any action or appeal or arbitration,
         including administrative proceedings or obtaining any preference,
         judgment, attachment, garnishment, or other lien, or from the making of
         any levy or foreclosure against DEFENDANT, or against its property, or
         any part thereof, or against the Temporary Receiver thereof, except by
         doing so in the receivership proceedings herein, and from asserting any
         claims against DEFENDANT or against the Temporary Receiver thereof,
         except in this receivership proceeding as permitted by TEX. INS. CODE
         ANN. art. 21.28.

         EACH OF YOU are further specifically ORDERED to make available and 
disclose to the Temporary Receiver or his designees the nature, amount, and
location of any and all of the property of DEFENDANT, including, but not limited
to, any of the property listed in Subparagraphs 1.(b) through l.(e) above, and
to immediately surrender all such property to the Temporary Receiver or his
designees.

2.       Injunctions Against Financial Institutions

                  TO: ANY AND ALL BANKS (INCLUDING, BUT NOT
                  LIMITED TO, COMPASS BANK, HOUSTON, TEXAS,
                  ACCOUNT NUMBERS 713-5149-1, 713-5150-5, 713-5152-1,
                  TEXAS COMMERCE BANK-CHASE, HOUSTON, TEXAS,
                  ACCOUNT NUMBERS 017-00037275, 017-00037549, 017-
                  0003753l, INTERSTATE/JOHNSON LANE, ATLANTA,
                  GEORGIA, MONEY MARKET ACCOUNT NUMBER 520-


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 5 OF 13
<PAGE>   6
                  00371-77F; SAVINGS AND LOAN ASSOCIATIONS; TRUST
                  COMPANIES; CREDIT UNIONS; WELFARE TRUSTS; OR
                  ANY OTHER FINANCIAL OR DEPOSITORY INSTITUTIONS:

         EACH OF YOU are hereby RESTRAINED and ENJOINED from:

2.(a)    Disposing of, using, releasing, transferring, selling, withdrawing,
         allowing to be withdrawn, assigning, canceling, hypothecating, or
         concealing, in any manner, or in any way, any property of DEFENDANT,
         including, but not limited to, any books, records, equipment, money,
         accounts receivable, stocks, bonds, assets, policies of insurance,
         notes, and funds of DEFENDANT, whether such property is real, personal,
         or mixed, of any kind, or nature, wherever located, all of which
         property is placed in custodia legis, and title to such property is
         vested in the Receiver;

2.(b)    Disposing of any account, debt, deposit, share account, trust account,
         or any other property you may own, owe to, or hold for the benefit of
         DEFENDANT, or any account held individually, jointly, or severally for
         DEFENDANT, whether such account, debt, deposit, share account, trust
         account, or any other asset is owned, or held for DEFENDANT, in the
         name of, or for the benefit of DEFENDANT, or under any other name(s),
         all of which property is placed in custodia legis, and title to such
         property is vested in the Receiver;

2.(c)    Doing anything, directly or indirectly, to prevent the Temporary
         Receiver or his designees from gaining access to, acquiring, examining
         or investigating any books, documents, records or other material
         concerning DEFENDANT, or its affairs and property under whatever
         name(s) they may be found. Such documentary material shall include, but
         is not limited to, records and property held by banks, savings and loan
         associations, trust companies, credit unions or any other entity or
         depository institution,


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 6 OF 13
<PAGE>   7

         as well as any bank accounts, or any other assets into which have been
         transferred, deposited, and/or placed funds, or other assets belonging
         to or payable to DEFENDANT, or to which DEFENDANT may have claim or
         title regardless of under whose name(s) such accounts, debts, deposits,
         share accounts, safe deposit boxes, trust accounts, or other assets are
         held, all of which property is placed in custodia legis, and title to
         such property is vested in the Receiver;

2.(d)    Transacting any business of the DEFENDANT in any manner whatsoever
         except pursuant to the specific instructions of the Temporary Receiver
         or his designees; and

2.(e)    Interfering, in any way, with these proceedings or the lawful acts of
         the Temporary Receiver or his designees and from making any claims or
         commencing or prosecuting any action or appeal or arbitration,
         including administrative proceedings or obtaining any preference,
         judgment, attachment, garnishment, or other lien, or from the making of
         any levy or foreclosure against DEFENDANT, its property, or any part
         thereof, or against the Temporary Receiver, whether against or through
         DEFENDANT's policyholders, except in this receivership proceeding as
         permitted by TEX. INS. CODE ANN. art. 21.28. 

EACH OF YOU are further specifically DIRECTED to make available and disclose to
the Temporary Receiver or his designees the nature, amount, and location of any
and all of the property of DEFENDANT, all information relating to the property
and the account(s) of DEFENDANT including, but not limited to, any of the
property listed in Subparagraphs 2.(a) through 2.(c) above, and to immediately
surrender all such property of DEFENDANT to the Temporary Receiver or his
designees. The Court further specifically finds and orders that the Temporary
Receiver is vested by operation of law with title to all property and assets
held by and


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 7 OF 13
<PAGE>   8
succeeds to the rights of DEFENDANT as the customer of any financial or 
depository institution.

         FURTHER, EACH INSURANCE AGENT OR AGENCY IS SPECIFICALLY
ORDERED to remit earned premium, and to account and report to the Receiver by 
June 30, 1998 on an item basis as to the disposition of unearned premium and
unearned commissions as required pursuant to TEX. INS. CODE ANN. art. 21.11-2.

3.       Injunction Against all Other Parties

                  TO: ANY AND ALL OTHER PERSONS, ASSOCIATIONS,
                  CORPORATIONS, OR ANY OTHER LEGAL ENTITIES
                  INCLUDING, BUT NOT LIMITED TO, THE UNITED STATES
                  POSTMASTER, POLICYHOLDERS, CLAIMANTS, AND
                  ATTORNEYS ASSERTING CLAIMS AGAINST
                  PROFESSIONAL BENEFITS INSURANCE COMPANY OR
                  ITS INSUREDS:

         EACH OF YOU are hereby RESTRAINED and ENJOINED from:

3.(a)    Disposing of, using, releasing, transferring, selling, withdrawing,
         allowing to be withdrawn, assigning, canceling, hypothecating, or
         concealing, in any manner, or in any way, any property of DEFENDANT,
         including, but not limited to, any books, records, equipment, money,
         accounts receivable, stocks, bonds, assets, policies of insurance,
         notes, and funds of DEFENDANT, whether such property is real, personal,
         or mixed, of any kind, or nature, wherever located, all of which
         property is placed in custodia legis, and title to such property is
         vested in the Receiver;

3.(b)    Disposing of any account, debt, deposit, share account, trust account,
         or any other property you may own, owe to, or hold for the benefit of
         DEFENDANT, or any account held individually, jointly, or severally for
         DEFENDANT, whether such account, debt, deposit, share account, trust
         account, or any other asset is owned, or held for


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 8 OF 13
<PAGE>   9

         DEFENDANT in the name of, or for the benefit of DEFENDANT, or under any
         other name(s), all of which property is placed in custodia legis, and
         title to such property is vested in the Receiver;

3.(c)    Doing anything, directly or indirectly, to prevent the Temporary
         Receiver or his designees from gaining access to, acquiring, examining
         or investigating any books, documents, records or other material
         concerning DEFENDANT or its affairs and property under whatever name(s)
         they may be found. Such documentary material shall include, but is not
         limited to, records and property held by banks, savings and loan
         associations, trust companies, credit unions or any other entities or
         depository institutions, attorneys or any other entities, as well as
         any bank accounts, or any other assets into which have been
         transferred, deposited, and/or placed funds, or other assets belonging
         to or payable to DEFENDANT, or to which DEFENDANT may have claim or
         title regardless of under whose name(s) such accounts, debts, deposits,
         share accounts, safe deposit boxes, trust accounts, or other assets are
         held, all of which property is placed in custodia legis, and title to
         such property is vested in the Receiver;

3.(d)    Transacting any business of the DEFENDANT in any manner whatsoever
         except pursuant to the specific instructions of the Temporary Receiver
         or his designees; and

3.(e)    Interfering, in any way, with these proceedings or the lawful acts of
         the Temporary Receiver or his designees and from making any claims or
         commencing or prosecuting any action or appeal or arbitration,
         including administrative proceedings or obtaining any preference,
         judgment, attachment, garnishment, or other lien, or from the making of
         any levy or foreclosure against DEFENDANT, its property, or any part
         thereof, or against the Temporary Receiver, whether against or through
         DEFENDANT's policyholders, except in this receivership proceeding as
         permitted by TEX. INS. CODE ANN. art. 21.28. 

         EACH OF YOU are further specifically DIRECTED to make available and
disclose to the Temporary Receiver or his designees the nature, amount, and
location of any and all of the


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 9 OF 13
<PAGE>   10
property of DEFENDANT, including, but not limited to, any of the property listed
in Subparagraphs 3.(a) through 3.(c) above, and to immediately surrender all
such property of DEFENDANT to the Temporary Receiver or his designees.

                                      III.

                        APPOINTMENT OF TEMPORARY RECEIVER

         IT IS FURTHER ORDERED, ADJUDGED, and DECREED that the Commissioner of
Insurance, P.O. Box 149104, Austin, Texas 78714-9104, is hereby appointed
Temporary Receiver of PROFESSIONAL BENEFITS INSURANCE COMPANY and granted the
following duties and powers:

1)       The Temporary Receiver is authorized and directed to secure and to take
         control and possession of all property, books, records, assets and
         other items in the possession of or belonging to DEFENDANT as
         previously described herein, of whatever nature and wherever located,
         including, but not limited to, any statutory or special deposits made
         by or for DEFENDANT with any officer or agency of any state or the
         federal government, banks, savings and loan associations, and other
         depositories, any and all bank deposits, collateral or the contents of
         any safe deposit boxes in the name of or belonging to DEFENDANT;

2)       The Temporary Receiver is hereby granted and given all equitable powers
         and authority under any and all statutes and under the common law of
         this State authorizing the appointment of a Receiver, and particularly
         all of the powers and authority granted in TEX. INS. CODE ANN. art.
         21.28 (Vernon Supp. 1997) and TEX. CIV. PRAC. & REM. CODE art. 64.001
         et seq., and as representative of DEFENDANT, its policyholders,
         claimants and creditors, to preserve, protect, and recover any assets
         or property of DEFENDANT, including claims or causes of action
         belonging to or that may be asserted by DEFENDANT;


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 10 OF 13
<PAGE>   11
3)       The Temporary Receiver is further authorized and directed to file,
         prosecute and defend or settle any suit or suits heretofore filed or
         which may hereafter be filed by or against DEFENDANT deemed by the
         Temporary Receiver to be necessary to protect any of the interests of
         DEFENDANT or any property affected thereby, and to take any action
         deemed by the Temporary Receiver to be necessary to enforce the terms
         of this order, and to preserve all property and assets of DEFENDANT;

4)       As provided by TEX. INS. CODE ANN. art. 21.28, the Temporary Receiver
         is empowered to conduct the business of DEFENDANT, to administer the
         business and operations of DEFENDANT and to employ and pay or
         compensate any legal counsel, any accountants, clerks, and/or
         assistants, as he deems necessary, and to authorize the payment of the
         administrative expenses of the receivership estate to be paid out of
         the funds or assets of DEFENDANT in the possession of the Temporary
         Receiver or coming into his possession. The Temporary Receiver is
         additionally empowered to open any and all mail addressed to DEFENDANT,
         intended for DEFENDANT, or arriving at the address of DEFENDANT;

5)       IT IS FURTHER ORDERED that the Temporary Receiver appointed herein,
         shall be authorized to supervise, suspend, exclude or terminate any or
         all of the employees, officers and/or directors of DEFENDANT, or any
         one of them, and to employ such necessary employees, and to pay their
         salaries and related reasonable and necessary fees out of the funds or
         assets of DEFENDANT in the possession of the Temporary Receiver, or
         coming into his possession, as he deems necessary in the enforcement of
         his duties; and

6)       IT IS FURTHER ORDERED that the Temporary Receiver appointed herein,
         shall be authorized to remove from the premises of DEFENDANT all books
         and/or records which relate to or are connected with the business of
         DEFENDANT and which belong to or are in the possession of DEFENDANT,
         and to secure the premises of DEFENDANT as he


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
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<PAGE>   12
         deems necessary to preserve and protect the assets, books and/or
         records of DEFENDANT.

                  The Court finds that the Commissioner of Insurance, as
Temporary Receiver, has designated Neal W. Rockhold, Deputy Commissioner, and
his staff to perform the duties of the Receiver. Neal W. Rockhold and his staff
have all the powers of the Receiver under this Temporary Injunction and Order
Appointing Temporary Receiver.

         The Court does not require the Commissioner of Insurance to file a bond
as permitted by the TEX. INS. CODE ANN. art. 21.28, Sections 2(d). The
Commissioner of Insurance having taken an oath that he will faithfully perform
the duties of Temporary Receiver in this cause and upon the taking of such oath
and the filing of it, the Temporary Receiver was fully qualified and empowered
to take charge of all of the assets and other properties of DEFENDANT in the
manner herein provided and to function as Temporary Receiver herein.

         IT IS FURTHER ORDERED that this Order directing the Temporary Receiver
to take possession of the affairs and assets of DEFENDANT shall continue in full
force and effect until further Order of this Court.

         IT IS FURTHER ORDERED that the Temporary Receiver has the authority to
enter into any contracts which he deems necessary to perform the duties of
Temporary Receiver, and that any Special Deputy Receiver appointed under TEX.
INS. CODE ANN. art. 21.28 shall be vested with all of the Temporary Receiver's
rights and powers, subject to any limitations imposed by the Temporary Receiver.

                                       IV.

                                  OTHER ORDERS

         IT IS FURTHER ORDERED that anyone over the age of 18 who is not a party
to nor interested in the outcome of this suit may serve all citations and
notices in this cause.

         IT IS FURTHER ORDERED that the Attorney General have a claim against
DEFENDANT for all costs incurred in this proceeding, pursuant to TEX. INS. CODE
ANN. art.


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 12 OF 13
<PAGE>   13
21.28, Section 8(a) including reasonable attorneys' fees, investigative costs
and court costs, pursuant to TEX. CIV. PRAC. & REM. CODE ANN. Sections 64.051 
and 66.003, and TEX. GOV'T CODE Section 402.006, subject to the provisions of 
TEX. INS. CODE ANN. art. 21.28.

         No bond being required by the State of Texas, this Temporary Injunction
shall issue and become effective immediately; and the Commissioner of Insurance,
as Temporary Receiver, shall carry out his duties in accordance with the terms
of this Order.

         IT IS FURTHER ORDERED that this Temporary Injunction here and now
granted shall continue in effect by Order of this Court until the hearing on the
Permanent Injunction. The Permanent Injunction is hereby set for hearing before
the Special Master on June 22, 1998, at 9:30 o'clock a.m. in Hearing Room 102,
1st Floor, Texas Department of Insurance, 333 Guadalupe, Austin, Texas.

         Any written objection shall specifically list all reasons for objection
with supporting references to and discussion of statutory and case authorities.
Reasons not stated in writing will not be considered orally at the hearing.
Failure to file a written objection before the Special Master constitutes a
waiver of the right to object to the Special Master's Order of Recommendation.

         All of the foregoing is subject to further orders of this Court.

         SIGNED, at Austin, Travis County, Texas on this the 13 day of May 1998,
1998, at 2:05 o'clock  p.m.


                                           -----------------------------------
                                           DISTRICT JUDGE PRESIDING


TEMPORARY INJUNCTION AND ORDER
APPOINTING TEMPORARY RECEIVER
PAGE 13 OF 13


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