ALLIED LIFE FINANCIAL CORP
10-Q, 1997-05-15
LIFE INSURANCE
Previous: AMERISTAR CASINOS INC, 10-Q, 1997-05-15
Next: SPECIALTY FOODS ACQUISITION CORP, 10-Q, 1997-05-15



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

                                    Form 10-Q


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

                  For the quarterly period ended March 31, 1997

                         Commission File Number 0-22404



                        ALLIED Life Financial Corporation
             (Exact name of registrant as specified in its charter)

                                      Iowa
         (State or other jurisdiction of incorporation or organization)

                                   42-1406716
                      (I.R.S. Employer Identification No.)

                       701 Fifth Avenue, Des Moines, Iowa
                    (Address of principal executive offices)

                                   50391-2003
                                   (Zip Code)

                                  515-280-4211
              (Registrant's telephone number, including area code)


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  outstanding  shares of each of the  issuer's  classes of
common stock, as of May 1, 1997:


                        4,514,214 shares of Common Stock.

                        This document contains 19 pages.


<PAGE>


                                     PART I

Item 1.  Financial Statements

               ALLIED Life Financial Corporation and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
<S>                                                                             <C>                <C>



                                                                                March 31,          December 31,
                                                                                  1997                 1996
Assets
   Investments
     Fixed maturities

       Held to maturity at amortized cost
         (fair value $200,925,764 in 1997
           and $205,347,823 in 1996)                                             $198,622,393       $199,208,835

       Available for sale, at fair value
         (amortized cost $502,841,568 in 1997
          and $492,686,241 in 1996)                                               498,675,105        500,289,070

    Equity securities at fair value                                                 7,875,268          6,406,552

     Mortgage loans on real estate                                                  1,325,257          1,456,688

     Policy loans                                                                  10,639,808         10,306,724

     Other invested assets                                                          3,569,635          3,751,415

     Short-term investments, at cost                                                1,468,250            919,687

         Total investments                                                        722,175,716        722,338,971

   Accrued investment income                                                       11,173,472          9,738,060

   Accounts receivable                                                                899,881            607,737

   Reinsurance ceded receivables                                                    5,671,185          5,786,434

   Deferred policy acquisition costs                                               99,994,216         92,417,588

   Other assets                                                                     5,914,975          4,710,933


      Total assets                                                               $845,829,445       $835,599,723


      See accompanying Notes to Interim Consolidated Financial Statements.

</TABLE>

                                        1


<PAGE>


                 ALLIED Life Financial Corporation Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S>                                                                              <C>                <C>
                                                                                    March 31,       December 31,
                                                                                      1997              1996

Liabilities

Policy liabilities

   Policyholder account balances
     Annuity contracts                                                           $474,727,449       $467,504,991
     Universal life contracts                                                     186,738,606        182,726,695
     Other                                                                          7,900,855          8,846,156
   Future policy benefits                                                          34,391,261         33,473,558
   Policy and contract claims                                                       4,389,022          3,735,623
   Other policyholder funds                                                         2,073,593          1,575,995


                                                                                  710,220,786        697,863,018

Checks drawn in excess of bank balances                                             2,051,123          3,163,318
Current income taxes payable                                                          189,439            940,576
Deferred income taxes                                                               7,396,256          8,008,946
Indebtedness to affiliates                                                          1,556,670          2,188,068
Note payable (note 2)                                                              25,000,000         20,470,000
Other liabilities                                                                   1,993,151          3,024,175


         Total liabilities                                                        748,407,425        735,658,101



Stockholders' equity

Preferred stock, no par value, issuable in series,
   authorized 7,500,000 shares
     6.75% Series, authorized 2,440,000 shares, issued and
     outstanding of 2,179,865 in 1997 and 2,143,691 in 1996                        23,651,535         23,259,047

     ESOP Series, authorized  300,000 shares, issued
     and outstanding 108,014 in 1997 and 93,982 in 1996                             1,581,853          1,327,186
Common stock, no par value, $1 stated value,
   authorized 25,000,000 shares, issued and outstanding
    4,514,081 in 1997 and 4,497,238 in 1996                                         4,514,081          4,497,238
Additional paid-in capital                                                         46,816,438         46,596,171
Retained earnings                                                                  23,188,182         21,751,088
Unrealized (depreciation) appreciation of investments, net                         (2,330,069)         2,510,892

              Total stockholders' equity                                           97,422,020         99,941,622

              Total liabilities and stockholders' equity                         $845,829,445       $835,599,723


      See accompanying Notes to Interim Consolidated Financial Statements.
</TABLE>

                                     2
<PAGE>

               ALLIED Life Financial Corporation and Subsidiaries
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
<S>                                                                               <C>                  <C>
                                                                                       Three Months Ended
                                                                                            March 31,

                                                                                     1997                  1996
Revenues
Insurance revenues
   Policyholder assessments on universal life contracts                           $ 5,383,438          $ 5,167,300
   Surrender charges                                                                  619,094              628,460
   Life insurance premiums                                                          3,246,170            2,832,887
   Other insurance income                                                           1,223,698              805,428
   Reinsurance premiums ceded                                                      (2,297,819)          (2,063,720)

     Total insurance revenues                                                       8,174,581            7,370,355

Investment income                                                                  12,683,127           11,749,917
Realized investment losses                                                           (392,755)             (84,184)
Other income                                                                          323,141              287,986

                                                                                   20,788,094           19,324,074

Benefits and Expenses
Policyholder benefits
   Interest credited to policyholder account balances
     Annuity contracts                                                              6,420,843            5,800,453
     Universal life contracts                                                       2,456,203            2,375,262
     Other                                                                            126,131               84,197
   Death benefits                                                                   2,806,526            2,639,075

   Other policyholder benefits                                                      1,204,799            1,357,260

   Reinsurance recoveries                                                            (288,072)          (1,135,655)

       Total policyholder benefits                                                 12,726,430           11,120,592

Amortization of deferred policy acquisition costs                                   2,155,931            1,732,594

Commissions                                                                           872,492              669,331

Affiliated operating expenses                                                         143,416              323,156

Other insurance operating expenses                                                  1,699,078            1,434,021

                                                                                   17,597,347           15,279,694

Income before income taxes                                                          3,190,747            4,044,380

Income Taxes
   Current                                                                            753,814            1,069,061

   Deferred                                                                           310,131              278,019

                                                                                    1,063,945            1,347,080

Net Income                                                                        $ 2,126,802          $ 2,697,300

Net income applicable to common stock                                             $ 1,707,305          $ 2,306,015

Earnings per Common Share                                                         $      0.38          $      0.50

Weighted average number of common shares outstanding                                4,501,597            4,633,202


      See accompanying Notes to Interim Consolidated Financial Statements.

</TABLE>

                                    3
<PAGE>

               ALLIED Life Financial Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>

                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                    1997                1996

Cash flow from operating activities
Net income                                                                        $ 2,126,802        $ 2,697,300
   Adjustments to reconcile net income to net cash provided by
     operating activities
      Policyholder assessments on universal life contracts                         (5,383,438)        (5,167,300)
      Surrender charges                                                              (619,094)          (628,460)
      Interest credited to policyholder account balances                            9,003,177          8,259,912
      Realized investment losses                                                      392,755             84,184
      Change in
       Accrued investment income                                                   (1,435,412)        (1,482,512)
       Reinsurance ceded receivables                                                  115,249          1,964,516
       Deferred policy acquisition costs                                           (1,942,100)        (2,201,719)
       Liabilities for future policy benefits                                         917,703            773,656
       Policy and contract claims and other policyholder funds                      1,150,997             43,541
       Income taxes
         Current                                                                     (751,137)         1,068,944
         Deferred                                                                     739,329            278,019
      Other, net                                                                   (3,017,736)          (673,378)

         Net cash provided by operating activities                                  1,297,095          5,016,703

Cash Flows from Investing Activities
   Purchase of fixed maturities held to maturity                                   (5,393,891)        (6,500,000)
   Maturities, calls, and principal reductions of fixed maturities
     held to maturity                                                               3,312,178         15,534,368
   Purchase of fixed maturities available for sale                                (39,755,141)       (50,627,478)
   Proceeds from sale of fixed maturities available for sale                       28,222,959         30,617,977
   Maturities, calls, and principal reductions of fixed maturities
     available for sale                                                             3,610,417          2,489,422
   Purchase of equity securities                                                   (2,452,512)          (505,922)
   Proceeds from sale of common stock                                               1,022,687                ---
   Proceeds from repayment of mortgage loans                                          131,542             78,365
   Change in policy loans, net                                                       (333,084)          (523,637)

          Net cash used in investing activities                                   (11,634,845)        (9,436,905)

Cash Flows from Financing Activities
   Change in checks drawn in excess of bank balances                               (1,112,196)          (786,375)
   Deposits to policyholder account balances                                       25,031,575         20,238,719
   Withdrawals from policyholder account balances                                 (17,622,707)       (11,572,961)
   Change in note payable, net                                                      4,530,000         (3,280,000)
   Change in note payable from affiliate, net                                        (134,915)               ---
   Proceeds from issuance of stock, net                                               491,768            291,494
   Dividends paid to stockholders                                                    (297,212)          (231,723)

          Net cash provided by financing activities                                10,886,313          4,659,154

Net Increase in Cash and Short-term Investments                                       548,563            238,952

   Cash and short-term investments at beginning of year                               919,687            721,612

   Cash and short-term investments at end of quarter                              $ 1,468,250         $  960,564


      See accompanying Notes to Interim Consolidated Financial Statements.
</TABLE>

                                        4
<PAGE>

      ALLIED Life Financial Corporation and Subsidiaries
               Notes to Interim Consolidated Financial Statements

(1) Summary of Significant Accounting Policies

The  accompanying  consolidated  financial  statements  include the  accounts of
ALLIED Life  Financial  Corporation  (the  Company)  and its  subsidiaries  on a
consolidated basis.

At  March  31,  1997,  ALLIED  Mutual  Insurance  Company  (ALLIED  Mutual),  an
affiliated  property-casualty  insurance  company,  controlled 54% of the voting
stock of the Company and the ALLIED Life  Financial  Corporation  Employee Stock
Ownership Trust owned 2%. The remainder was owned by public stockholders.

The accompanying  interim  consolidated  financial  statements should be read in
conjunction  with  the  following  notes  and with  the  Notes  to  Consolidated
Financial Statements included in the ALLIED Life Financial  Corporation's Annual
Report on 10K for the year ended  December  31, 1996.  The interim  consolidated
financial  statements have been prepared in conformity  with generally  accepted
accounting  principles  (GAAP)  and  include  all  adjustments  which are in the
opinion of management  necessary for a fair  presentation of the results for the
interim  periods.  In the opinion of management,  all such  adjustments are of a
normal  and  recurring  nature.  All  significant   intercompany   balances  and
transactions have been eliminated.

(2) Transactions with Affiliates

The  Company  and  its  affiliates  pool  their  excess  cash  pursuant  to  the
Intercompany Cash  Concentration Fund Agreement.  The fund,  administered by AID
Finance  Services,  Inc. (an affiliate of the Company),  also issues  short-term
loans (30 days or less) to affiliated  companies in accordance  with the current
intercompany  borrowing policy. At March 31, 1997, the Company had an investment
balance in the intercompany fund of $1,265,733.  Pursuant to the Agreement,  AID
Finance  Services,  Inc.  receives a management  fee of 5 basis points which the
fund  participants  pay in the form of an additional  0.05% in the interest rate
for borrowings and a 0.05% reduction in the interest rate on invested funds.

The Company has a note payable with ALLIED Mutual. Interest is paid quarterly at
an annual rate of 7% and final payment shall be on August 15, 1999. At March 31,
1997 the outstanding balance of the note payable was $1,482,433.

(3) Note Payable to Nonaffiliates

ALLIED Life Insurance Company,  a wholly owned subsidiary,  has a line of credit
agreement with the Federal Home Loan Bank (FHLB) to make available borrowings of
$25,000,000.  Interest is payable at either an adjustable interest rate with the
interest rate set and charged daily on the  outstanding  advance  amount or at a
fixed  rate  with the  interest  rate set at  issuance.  As of March  31,  1997,
borrowings on this line of credit agreement were $25,000,000 at an interest rate
of 5.66% per annum.  All borrowings with the FHLB are secured by securities with
a carrying value of $29,398,567.

(4) New Accounting Standard

In February  1997,  the  Financial  Accounting  Statndards  Board (FASB)  Issued
Statement of Financial  Accounting  Standards (SFAS) 128,  "Earnings Per Share".
SFAS  128  supersedes   Opinion  15,  "Earnings Per Share"  and  specifies  the
computation,  presentation,  and disclosure  requirements for earnings per share
(EPS).

                                        5


<PAGE>

               ALLIED Life Financial Corporation and Subsidiaries
         Notes to Interim Consolidated Financial Statements (continued)

It replaces the presentation of primary EPS and fully diluted EPS with basic EPS
and diluted EPS.  Basic EPS includes  weighted  common  shares  outstanding  and
excludes all dilutive  securities.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts to issue common stocks were
exercised or converted into common stock.  Diluted EPS is computed  similarly to
fully  diluted  EPS under  APB 15.  Statement  128 is  effective  for  financial
statements  for both interim and annual  periods ending after December 15, 1997.
Management  has  determined  that the  implementation  will not have a  material
effect on its financial condition, results of operations, or liquidity.

(5) Subsequent Event

Effective  May 13,  1997,  the Board of  Directors  approved a stock  repurchase
program to acquire up to 150,000  shares of the Company common stock on the open
market  pursuant  to rule  10b-18  under the  Securities  Exchange  Act of 1934.
Completion of this program,  expected within 24 months, is dependent upon market
conditions.  The  repurchase  program  may  be  terminated  at any  time  at the
Company's  discretion.  The Company has no present intention to cause its shares
to be delisted or deregistered as a result of this repurchase program.




























                                        6

<PAGE>

Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations

Overview

The following  analysis of the consolidated  results of operations and financial
condition  of the  Company  should  be  read in  conjunction  with  the  interim
consolidated  financial  statements  and related  footnotes  included  elsewhere
herein,  and with the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1996.

ALLIED Life  Financial  Corporation  is an insurance  holding  company formed by
ALLIED  Mutual  Insurance   Company  (ALLIED  Mutual)  in  1993.  The  financial
statements  include the accounts of ALLIED Life Insurance Company (ALLIED Life),
ALLIED Life Brokerage  Agency,  Inc.  (ALBA),  and ALLIED Group Merchant Banking
Corporation (AGMB).  ALLIED Life accounts for substantially all of the Company's
operations and sells primarily  universal life  insurance,  term life insurance,
and annuity products.

The following  table reflects  ALLIED Life's  production  information and pretax
operating results excluding realized investment losses and related  amortization
of deferred policy acquisition costs for the periods indicated.

                            Life Insurance Operations

<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>
                                                                                       Three Months Ended
                                                                                            March 31,

                                                                                    1997                1996

                                                                                     (Dollars in thousands)
Production information
   Life insurance
     Life insurance face amount in force
       Directly produced by agents
         Universal Life                                                            $4,419,829         $4,228,392

         Term life                                                                  4,287,625          3,555,948


         Whole life                                                                    49,198             49,688

                                                                                    8,756,652          7,834,028

       Other                                                                          383,770            382,440

                                                                                   $9,140,422         $8,216,468

     Face amount of new life insurance sold
       Directly produced by agents
         Universal Life                                                            $  157,639         $   98,326

         Term life                                                                    272,187            293,833

         Whole life                                                                     1,756                977

                                                                                      431,582            393,136

       Other                                                                            1,774              4,347

                                                                                   $  433,356         $  397,483


     Life insurance termination rate
       Universal life                                                                     6.8%               7.0%
       
       Term life                                                                         17.6%              17.8%

   Annuities

     Account balance                                                               $  474,727       $    420,067

     First-year annuity premiums                                                   $   14,024       $      9,268

</TABLE>


                                        7


<PAGE>


Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations (Continued)

                          Life Insurance Operations (Continued)

<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>

                                                                                       Three Months Ended
                                                                                            March 31,

                                                                                     1997               1996

                                                                                      (Dollars in thousands)
Profitability

   Investment income                                                                 $12,672           $11,739
   Interest credited on
     Annuities                                                                         6,421             5,801
     Universal Life                                                                    2,456             2,375
     Other                                                                               126                84
                                                                                       9,003             8,260
   Total interest expense

         Investment spread                                                             3,669             3,479

   Fee income

     Universal life charges                                                            5,838             5,685

     Annuity surrender charges                                                           165               111

         Total fee income                                                              6,003             5,796

   Other insurance income                                                              2,172             1,575

         Adjusted insurance revenues                                                  11,844            10,850

Other expenses
     Amortization of deferred policy acquisition costs (1)                             2,436             1,762
     Renewal commissions                                                                 688               568
     Other operating expenses                                                          1,591             1,505
     Administrative fees                                                                 121                92

       Total acquisition and operating expenses                                        4,836             3,927

     Death benefits, net                                                               2,326             1,503
     Other policyholder benefits                                                       1,398             1,358

        Total other expenses                                                           8,560             6,788

   Income before income taxes and realized investment
     losses from insurance operations                                                $ 3,284           $ 4,062
<FN>

(1)Amounts  exclude excess  amortization  of deferred policy  acquisition  costs
resulting from net realized investment losses.
</FN>
</TABLE>

RESULTS OF OPERATIONS
Consolidated  revenues  for the three  months  ended  March 31,  1997 were $20.8
million,  a 7.6% increase over the $19.3 million  reported for the first quarter
of 1996. The increase was primarily  attributable to higher insurance  revenues,
which rose 10.9% to $8.2 million from $7.4  million.  This can be  attributed to
higher term life insurance premiums.  Higher investment income,  which grew 7.9%
to $12.7  million  from $11.7  million,  also  contributed  to the  increase  in
revenues.

Operating  income  decreased  19.4% to $3.3 million  through March 31, 1997 from
$4.1 million through March 31, 1996. Net income totaled $2.1 million, down 21.2%
from $2.7 million  through March 31, 1996.  Operating  earnings per common share
dropped to $0.40 through  March 31, 1997 from $0.51 through March 31, 1996;  net
income per common share was $0.38 compared with $0.50 for the same periods.  The
decreases  can be  attributed  to higher  death  benefits  and  amortization  of
deferred policy acquisition costs.
                                        8


<PAGE>



Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations (Continued)

Life Insurance Operations

Total life  insurance in force grew 11.2% to $9.1 billion at March 31, 1997 from
$8.2 billion at March 31, 1996.  The  increase was due to policy  retention  and
insurance sales.

The face amount of new life  insurance sold directly by agents through March 31,
1997  increased  9.8% to $431.6  million from $393.1  million  through March 31,
1996.  The  primary  factor  was a 60.3%  increase  in the  face  amount  of new
universal life  insurance  sold to $157.6 million from $98.3 million.  Universal
life  policyholder  account  balances  were up  8.4%,  and  related  fee  income
increased 2.7% to $5.8 million from $5.7 million.

The face amount of new term life  insurance  sold  directly by agents  decreased
7.4% to $272.2 million  through March 31, 1997 from $293.8 million through March
31,  1996.  Sales of ALLIED  Life's  ten- and  twenty-year  term  products  have
remained consistent.

First-year  annuity  premiums  increased  51.3% to $14 million through March 31,
1997 from $9.3 million through March 31, 1996. The total annuity account balance
increased 13% to $474.7  million at March 31, 1997 from $420.1  million at March
31, 1996.

Adjusted  insurance revenues increased 9.2% to $11.8 million for the first three
months of 1997  from  $10.8  million  for the first  three  months of 1996.  The
increase was primarily attributable to higher term life insurance premiums.

The  growth  in life  insurance  in  force  and  policyholder  account  balances
permitted  invested  assets at cost to increase 11.1% to $725.2 million at March
31, 1997 from $652.8 million at March 31, 1996.  Investment  income increased by
7.9%.  ALLIED Life's return on invested  assets through March 31, 1997 decreased
to 7.27% from 7.46%  through  March 31,  1996.  The decrease was due to the fact
that ALLIED Life was reinvesting maturing investments at lower interest rates.

Investment  spread  through  the  first  quarter  of 1997 and 1996  grew to $3.7
million from $3.5 million.  Annual average  interest-credited rates on universal
life  contracts  decreased to 5.3% from 5.6% and on annuities  decreased to 5.5%
from 5.6%. The ratio of investment  spread to investment  income for the quarter
was 29%.  The 1996  total for the year was 28.2%.  This  increase,  despite  the
volatile  interest rate  environment,  is evidence of ALLIED  Life's  ability to
adjust  interest  credited  to  policyholder   accounts  to  reflect  trends  in
investment earnings.

Amortization of deferred policy  acquisition  costs through the first quarter of
1997 and 1996 increased 38.2% to $2.4 million from $1.8 million. Other insurance
operating  expenses  increased  7.2% to $1.7  million from $1.6  million.  Death
benefits net of reinsurance through the first quarter of 1997 and 1996 increased
54.7% to $2.3 million from $1.5 million. Net death benefits per share were $0.25
compared  to $0.17 per share in the first  quarter of 1996.  Other  policyholder
benefits remained stable at $1.4 million.


                                        9
<PAGE>

Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations (Continued)

ALLIED Life's  operating income before taxes through March 31, 1997 and 1996 was
down 19.1% to $3.3 million from $4.1 million.  The decrease  occurred because of
higher death benefits and amortization of deferred policy acquisition costs.


LIQUIDITY AND CAPITAL RESOURCES

Consolidated

Life insurance companies generally produce a positive cash flow from operations.
Its adequacy is measured by the companies' liquidity. There should be sufficient
cash to meet benefit  obligations to policyholders and normal operating expenses
as they are incurred and  sufficient  excess to help meet future policy  benefit
payments and to write new business.  ALLIED Life's liquidity  position continued
to be  favorable  for the  first  quarter  1997.  Cash  inflows  were at  levels
sufficient to provide the grounds necessary to meet its obligations.

The Company's cash inflows consist primarily of deposits to policyholder account
balances, income from sales, maturities and calls of investments, and repayments
of investment  principal.  The Company's cash outflows  primarily are related to
policyholder  account  withdrawals,  investment  purchases,  policy  acquisition
costs,  policyholder  benefits,  and current operating expenses.  These outflows
typically are met from normal annual premium and net investment cash inflows.

In the first quarter of 1997,  the Company  operations  provided cash inflows of
$1.3 million and financing activities provided cash inflows of $10.9 million. In
the first  quarter of 1996 it was $5  million  and $4.7  million,  respectively.
These  inflows  were used  primarily to increase the  Company's  fixed  maturity
investment portfolio.

Matching the  investment  portfolio  maturities  to the cash flow demands of the
insurance  coverages being provided is an important  consideration.  The Company
continually  monitors  benefit  and claims  statistics  to project  future  cash
requirements. As part of this monitoring process, the Company performs cash-flow
testing of its assets and  liabilities  under various  scenarios to evaluate the
adequacy  of  reserves.  In  developing  its  investment  strategy,  the Company
establishes a level of cash and securities  that when combined with expected net
cash  inflows  from  operations,   maturities  of  fixed-maturity   investments,
principal payments on mortgage-backed  securities, and its insurance products is
believed to be adequate to meet anticipated short-term and long-term benefit and
expense payment obligations.

A source of cash flows for the holding company is dividend  payments from ALLIED
Life.  During the first  quarter of 1997,  the Company  paid cash  dividends  on
common stock of $270,000.  ALLIED Life paid to the Company dividends of $437,500
to fund  the  Company's  dividend  requirements  and  its  note  payment  on the
indebtedness to affiliates.

The Company has a line of credit agreement that provides  additional  liquidity.
The agreement makes $25 million  available  through March 13, 1998.  Interest is
payable at a current rate upon issuance. From time to time, the Company has also
borrowed funds from its affiliates on an arms-length  basis.  At March 31, 1997,
the Company had  outstanding  borrowings of $25 million under the line of credit
agreements and borrowings of $1.5 million from affiliates.

Management anticipates that funds to meet the Company's short-term and long-term
capital  expenditures,  cash dividends,  and operating cash needs will come from
existing  capital  and  internally  generated  funds and  believes  the total is
adequate to meet expected cash obligations.

                                       10


<PAGE>



Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations (Continued)

As of March 31,  1997,  the  Company  had no  material  commitments  for capital
expenditures.  As  additional  capital  needs arise,  the Company will  consider
taking an additional debt or issuing equity.  Specific  methods for meeting such
needs will depend upon financial market conditions at the time.









































                                       11
<PAGE>

                                     PART II



Item 6.      Exhibits and Reports on Form 8-K

       (a)     Exhibit  10.12 -  Federal  Home  Loan  Bank  Open  Line of Credit
               Application  and Terms  Agreement dated March 5, 1997 with ALLIED
               Life Insurance Company.

               Exhibit 11     -  Statement re Computation of Per Share Earnings.

               Exhibit 27     - Financial Data Schedule

       (b)     There were no reports  filed on Form 8-K during the first quarter
               of 1997.












                                   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.

                            ALLIED Life Financial Corporation
                                  (Registrant)



Date: May 14, 1997          By: /s/ Wendell P. Crosser
                            -----------------------
                            Wendell P. Crosser, Vice President and Treasurer
                            (Principal Financial Officer and Principal
                               Accounting Officer)







                                       12





 OPEN LINE OF CREDIT APPLICATION AND TERMS AGREEMENT


APPLICATION

ALLIED Life  Insurance  Company-  ("Member")  hereby applies to the Federal Home
Loan Bank of Des Moines ("Bank") for an Open Line of Credit commitment beginning
on the date of approval and ending one year from the date of approval,  ("Ending
Date") in the amount of 25, 000, 000


TERMS

1. Member, through its authorized representative may request filnds by telephone
   advice up to the approved Open Line of Credit limit.  Funds will be available
   upon advice.

2. The  interest  rate on advances  funded under the Open Line of Credit will be
   set and charged daily on the outstanding  advance amount. The interest amount
   will be deducted daily by the Bank from the member's demand account.

3. Advances  funded  under the Open Line of Credit  will be  available  aier the
   approval date and will mature on the Ending Date.

4. Member  represents and warrants that the Open Line of Credit amount requested
   does not exceed 15% of assets.

5. The Bank shall have no  obligation to make any advance under the Open Line of
   Credit unless the Bank is satisfied as to Member's continued creditworthiness
   and  compliance  with the terms of the  Agreement  for  Advances,  Pledge and
   Security Agreement ("AAPSA").  If adverse facts develop which make the member
   ineligible for Bank advances, the member must provide the Bank with immediate
   written  notification  of its  ineligibility  and the  Bank may  cancel  this
   commitment.

6. The fee for this Open Line of Credit  commitment equals .05% times the amount
   of the  comrnitment.  This fee will be charged to the member's demand account
   on the date this application is approved by the Bank.



                                       13

<PAGE>

7. This Application and Terms Agreement, if approved by the Bank will constitute
   the Agreement  between Member and Bank as to the Open Line of Credit and will
   be wholly incorporated into and become a part of the AAPSA.


By signing this agreement, member hereby accepts the terms hereof.


 ALLIED Life Insurance Company            Date March 5,1997
         Member


By:/s/ Wendell P. Crosser              By:/s/ Tim J. Callahan

Wendell P. Crosser                     Tim J. Callahan
Typed Name of Signer                   Typed Name of Signer

Vice President & Treasurer           Investment Accounting Supervisor
      Title                                      Title

FOR FELB USE


Date Approved:           03-13-97         FEDERAL HOME LOAN BANK OF DES MOINES


Expiration Date          03-13-98         By: /s/ Jerry R. Ferguson

Amount Approved:     $25,000,000          By:/s/ David J. Waldrin

Commitment Number  970313A

Cornmitment Fee          $12, 500


                                       14

<PAGE>

                                  CERTIFICATION



I, Sally J. Malloy,  Assistant  Secretary of ALLIED Life Insurance Company,  701
Fifth  Avenue,  Des Moines,  Iowa certify the attached to be at true and correct
copy of the resolution currently in effect adopted by the Executive Committee of
the Board of Directors on May 1, 1996.




                                                         /s/ Sally Malloy
                                                         Assistant Secretary
































                                       15
<PAGE>



      ALLIED LIFE INSURANCE COMPANY

          FEDERAL HOME LOAN BANK
             Open Lines of Credit



    RESOLVED, that any of the following persons:

          Samuel J. Wells, President
          Wendell P. Crosser, Vice President & Treasurer
          John S. Duffy, Vice President - Administration
          Timothy J. Callahan, Investment Accounting Supervisor
          Michael Rieks
          Karen K. Gillispie

are  hereby  authorized  to borrow up to  $25,000,000  from the  account  at the
Federal Home Loan Bank of Des Moines on behalf of the Corporation.

                                       16


Exhibit 11
               ALLIED Life Financial Corporation and Subsidiaries
                        Computation of Per Share Earnings
               For the three months ended March 31, 1997 and 1996


<TABLE>
<CAPTION>
<S>                                                                                <C>               <C>

                                                                                    1997                1996

Primary

Net income                                                                         $2,126,802         $2,697,300

Preferred stock dividends                                                            (419,497)          (391,285)

Adjusted net income                                                                 1,707,305          2,306,015


Earnings per share                                                                 $     0.38         $     0.50


     Total                                                                          4,501,597          4,633,202



Fully Diluted

Net income                                                                         $2,126,802         $2,697,300

Preferred stock dividends                                                            (419,497)          (391,285)

Adjusted net income                                                                $1,707,305         $2,306,015


Earnings per share                                                                 $     0.38         $     0.50

Total                                                                               4,501,597          4,633,202


<FN>
  The  common  stock  equivalents  are  not  entered  into  earnings  per  share
   computations because they would not have a dilutive effect.
</FN>
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                           7
                  
                    
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   MAR-31-1997
<DEBT-HELD-FOR-SALE>                           498,675
<DEBT-CARRYING-VALUE>                          697,297
<DEBT-MARKET-VALUE>                            699,601
<EQUITIES>                                       7,875
<MORTGAGE>                                       1,325 
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 722,176
<CASH>                                               0   
<RECOVER-REINSURE>                               5,671
<DEFERRED-ACQUISITION>                          99,994
<TOTAL-ASSETS>                                 845,829 
<POLICY-LOSSES>                                 38,780
<UNEARNED-PREMIUMS>                                 83
<POLICY-OTHER>                                   1,990
<POLICY-HOLDER-FUNDS>                          669,367
<NOTES-PAYABLE>                                 25,000
                                0
                                     25,234
<COMMON>                                         4,514
<OTHER-SE>                                      67,675
<TOTAL-LIABILITY-AND-EQUITY>                   845,829
                                       1,678
<INVESTMENT-INCOME>                             12,683
<INVESTMENT-GAINS>                                (393) 
<OTHER-INCOME>                                   6,820
<BENEFITS>                                      12,726
<UNDERWRITING-AMORTIZATION>                      2,156
<UNDERWRITING-OTHER>                             2,715
<INCOME-PRETAX>                                  3,191
<INCOME-TAX>                                     1,064
<INCOME-CONTINUING>                              2,127
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,127
<EPS-PRIMARY>                                     0.38
<EPS-DILUTED>                                     0.38
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0 
<PAYMENTS-PRIOR>                                     0 
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        
                                       

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission