<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For Quarter Ended Commission File No.
March 31, 1995 0-8403
LAURENTIAN CAPITAL CORPORATION
Delaware 59-1611314
- ------------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
640 Lee Road
Wayne, Pennsylvania 19087
- ------------------------------ -----------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code (610) 889-7400
-----------------------------------
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 and 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
----- -----
Number of shares outstanding of the Registrant's Common Stock as of May 15,
1995:
Common stock, $0.05 Par Value - 7,587,398
---------
Page 1 of 18
Exhibit Index Page 16
<PAGE>
LAURENTIAN CAPITAL CORPORATION
CONTENTS
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Consolidated Balance Sheets as at March 31, 1995
(Unaudited) and December 31, 1994..................... 3-4
Consolidated Statements of Operations (Unaudited) for the
Three Months Ended March 31, 1995 and 1994............ 5
Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 1995 and 1994............ 6
Notes to Interim Consolidated Financial Statements
(Unaudited)........................................... 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 8-11
Part II - Other Information.................................. 12-14
Signature.................................................... 15
Exhibit Index................................................ 16
Exhibit 11 - Computation of Per Share Earnings............... 17
Exhibit 27 - Financial Data Schedule......................... 18
</TABLE>
<PAGE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
---------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities held to maturity, at
amortized cost (market, 1995 - $259,136;
1994 - $243,191)................................................... $ 277,624 $ 273,418
Fixed maturities available for sale, at
market (amortized cost, 1995 - $227,092;
1994 - $234,537)................................................... 220,138 218,645
Equity securities, at market (cost,
1995 - $11,226; 1994 - $11,313).................................... 11,124 10,638
Mortgage loans on real estate........................................ 20,826 21,420
Investment real estate............................................... 3,997 4,489
Policy loans......................................................... 50,290 50,600
Short-term investments............................................... 12,330 1,616
---------- ----------
TOTAL INVESTMENTS.............................................. 596,329 580,826
Cash................................................................... 13,528 20,250
Accounts, notes and premiums receivable................................ 13,788 5,379
Reinsurance receivables................................................ 70,982 92,170
Accrued investment income.............................................. 6,016 6,190
Deferred policy acquisition costs...................................... 74,830 74,085
Costs in excess of net assets of business
acquired..................................................... ....... 7,287 7,362
Property and equipment, net............................................ 11,350 11,738
Other assets........................................................... 3,558 3,535
Assets held in separate accounts....................................... 223,969 226,351
---------- ----------
TOTAL ASSETS................................................... $1,021,637 $1,027,886
========== ==========
</TABLE>
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
-3-
<PAGE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
---------- ------------
(Unaudited)
<S> <C> <C>
LIABILITIES
Policy liabilities and accruals:
Future policy benefits....................................................... $ 437,185 $ 436,318
Unearned premiums............................................................ 1,643 1,710
Other policy claims and benefits payable..................................... 11,911 12,033
---------- ------------
Total policy liabilities and accruals.......................................... 450,739 450,061
Other policyholders' funds..................................................... 164,755 179,143
Debt........................................................................... 45,000 45,000
Other liabilities.............................................................. 14,449 17,289
Current income taxes........................................................... 241 241
Deferred income taxes.......................................................... 11,826 7,711
Liabilities related to separate accounts....................................... 223,969 226,351
---------- ------------
TOTAL LIABILITIES......................................................... 910,979 925,796
---------- ------------
Commitments and contingent liabilities
Redeemable preferred stock, Series A Convertible,
$.01 par value, at redemption value
Shares authorized: 5 million
Shares issued: 57,767
Outstanding: 32,939........................................................ 3,294 3,294
---------- ------------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value
Shares authorized: 20 million
Shares issued: 8,111,496..................................................... 406 406
Capital in excess of par value................................................. 59,127 59,127
Net unrealized investment (losses),
net of tax................................................................... (4,657) (10,934)
Treasury stock, at cost (shares
outstanding: 524,098)........................................................ (2,656) (2,656)
Retained earnings.............................................................. 55,144 52,853
---------- ------------
TOTAL STOCKHOLDERS' EQUITY................................................ 107,364 98,796
---------- ------------
TOTAL LIABILITIES, PREFERRED STOCK
AND STOCKHOLDERS' EQUITY............................................... $1,021,637 $1,027,886
========== ============
</TABLE>
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
-4-
<PAGE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------
1995 1994
-------- ------
<S> <C> <C>
Revenues:
Premiums.................................................... $ 23,529 $ 19,276
Net investment income....................................... 11,583 10,996
Realized investment gains................................... 510 1,622
Other income ............................................... 1,405 866
-------- --------
Total revenues............................................ 37,027 32,760
-------- --------
Benefits and expenses:
Benefits and settlement expenses............................ 22,388 18,348
Amortization of deferred
policy acquisition costs.................................. 3,801 3,468
Insurance and other expenses................................ 7,367 7,806
-------- --------
Total benefits and expenses............................... 33,556 29,622
-------- --------
Income before income taxes ................................... 3,471 3,138
Income tax expense:
Current..................................................... 300 100
Deferred.................................................... 880 810
-------- --------
1,180 910
-------- --------
NET INCOME.................................................... $ 2,291 $ 2,228
======== ========
Net income available to common shareholders:
Net income.................................................. $ 2,291 $ 2,228
Less: accrued dividends on
preferred stock........................................... 51 63
-------- --------
$ 2,240 $ 2,165
======== ========
Earnings per share ........................................... $ 0.30 $ 0.29
======== ========
Weighted average shares
outstanding (in thousands).................................. 7,587 7,549
======== ========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
-5-
<PAGE>
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------
1995 1994
-------- ------
<S> <C> <C>
Cash flows from operations:
Net income............................................................ $ 2,291 $ 2,228
Adjustments to reconcile net income
to net cash provided by operating activities:
Deferred income taxes ............................................... 880 810
Increase in policy liabilities and accruals,
policyholders' funds and current income taxes...................... 6,457 2,915
Decrease (increase) in accrued investment income
and accounts and notes receivable.................................. (61) 37
Decrease in other liabilities ..................................... (2,969) (1,433)
Amortization of deferred policy acquisition costs.................... 3,801 3,468
Policy acquisition costs deferred.................................... (4,886) (2,637)
Depreciation expense................................................. 342 373
Amortization of goodwill............................................. 75 66
Realized investment gains............................................ (510) (1,622)
Other reconciling adjustments, net................................... (923) (1,789)
-------- --------
Net cash provided by operating activities.......................... 4,497 2,416
-------- --------
Cash flows from investing activities:
Sale of fixed maturities available for sale.......................... 30,972 0
Sale of fixed maturities held to maturity............................ 0 0
Sale of other investments............................................ 5,536 0
Maturity or repayment of investments................................. 6,079 36,517
Purchases of investments............................................. (43,279) (49,146)
Purchases of property and equipment.................................. (127) (430)
Net (increase) decrease in short-term investments.................... (10,714) 9,667
Other, net........................................................... 314 0
-------- --------
Net cash (used in) investing activities............................ (11,219) (3,392)
-------- --------
Cash flow from financing activities:
Proceeds from borrowing.............................................. 0 26
-------- --------
Net cash provided by financing activities.......................... 0 26
-------- --------
Net decrease in cash................................................... (6,722) (950)
Cash at beginning of period............................................ 20,250 8,722
-------- --------
Cash at end of period.................................................. $ 13,528 $ 7,772
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest expense....................................... $ 862 $ 1,165
Cash paid for federal income taxes................................... 300 30
</TABLE>
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
-6-
<PAGE>
LAURENTIAN CAPITAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The Interim Consolidated Financial Statements should be read in conjunction with
the following notes and with the Notes to the Consolidated Financial Statements
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. In the opinion of management, the financial statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 1995 and the
results of operations and statements of cash flows for the three month periods
ended March 31, 1995 and 1994.
The consolidated financial statements include, after intercompany eliminations,
Laurentian Capital Corporation (individually or collectively with its
subsidiaries, the "Company"), and its principal wholly-owned subsidiaries Loyal
American Life Insurance Company ("Loyal"), Prairie States Life Insurance Company
("Prairie"), and Rushmore National Life Insurance Company ("Rushmore"), as well
as its other subsidiaries as disclosed on Exhibit 22 of the Company's 1994
Form 10-K filing.
The results of operations for the three month period ended March 31, 1995 are
not necessarily indicative of the results to be expected for the full year.
Certain prior year information has been reclassified to conform with the current
year's presentation.
NOTE 2 - INVESTMENTS:
Of the fixed maturity investments, $3.3 million at amortized cost, less
permanent impairments, were rated as below investment grade as of March 31,
1995. These investments had an associated market value of $3.4 million. As of
December 31, 1994, $3.4 million at amortized cost, less permanent impairments,
with an associated market value of $3.1 million were rated as below investment
grade. Most of these securities have been evaluated by the National Association
of Insurance Commissioners and found to be suitable for reporting at book value
for statutory reporting purposes. No material effect is expected from these
holdings on the Company's financial condition or the results of operations. The
Company's investment strategy is to hold fixed income instruments to maturity
and to recognize permanent impairments on those investments where reduction in
amounts to be received at maturity is likely.
-7-
<PAGE>
********************************************************************************
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Premium Income
The following table sets forth for the periods shown the amount of premium
income for the Company, and the percentage change from the corresponding
prior-year period:
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
(Dollars in thousands)
<S> <C>
1995 amount $23,529
1994 amount 19,276
Percentage increase 22.1%
</TABLE>
For the three month period ended March 31, 1995, the increase in premium income
compared to the prior period was due to increased single premium life insurance
sales at Prairie and higher levels of accident and health insurance sales at
Loyal.
Net Investment Income, Realized Investment Gains and Other Income
The following table sets forth for the periods shown the aggregate amount of
net investment income, gross realized investment gains and other income and
the percentage change from the corresponding prior-year period:
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
(Dollars in thousands)
<S> <C>
1995 amount $13,498
1994 amount 13,484
Percentage increase 0.1%
</TABLE>
For the three month period ended March 31, 1995, net investment income, realized
investment gains and other income remained stable, on an aggregate basis, as
compared to 1994. The decrease in realized investment gains of $1.1 million,
most of which resulted from the Company's sale during the first quarter of 1994
of its investment in North American National Corporation for a gross realized
gain of $1.7 million, was offset by increases in net investment income of $0.6
million and other revenue of $0.5 million. The increase in net investment
income reflects the improving portfolio yield as funds invested during the
fourth quarter of 1994 and the first quarter of 1995 were invested at higher
rates than the portfolio yield. An increase in invested assets has also
contributed to higher investment income.
-8-
<PAGE>
Benefits & Expenses
The following table sets forth for the periods shown the benefits and expenses
incurred by the Company as a percentage of premium income:
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
Benefits Expenses
-------- --------
<S> <C> <C>
1995 95.2% 47.5%
1994 95.2% 58.5%
Increase (decrease) 0.0% (11.0)%
</TABLE>
For the three month period ended March 31, 1995, benefits increased by
approximately $4.0 million as compared to the prior year. The increase was due
primarily to increased benefit reserves on new business at Prairie, which is
directly attributable to its increase in premium income.
Total expenses decreased $0.1 million for the three month period ended March 31,
1995, when compared to the prior year's period. The decrease was due to reduced
interest expense on the Company's debt due to refinancing in April 1994 at a
lower amount and a lower interest rate, in addition to lower general and
administrative expenses. These reductions were offset by the Company's continued
investment in its sales distribution network.
Income Taxes
The Company's effective tax rates for the periods ended March 31, 1995 and 1994
were 34% and 29%, respectively. The 1995 effective tax rate is equal to the
statutory tax rate. The effective tax rate for the 1994 period reflects the
realization of certain tax benefits associated with the Company's sale of
certain real estate assets during the 1994 period.
Net Income
The following table sets forth for the periods shown net income and earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
(Dollars in thousands except per share amounts)
Net income Earnings
Amount Per Share
------ ---------
<S> <C> <C>
1995 amount $2,291 $0.30
1994 amount 2,228 0.29
Increase amount 63 0.01
</TABLE>
The improvement in net income of approximately $63,000 for the three month
period ended March 31, 1995, over the corresponding period in 1994, was due
primarily to increased sales, lower interest expense, and higher investment
income offset by a decrease in realized gains and a higher effective tax rate.
-9-
<PAGE>
Liquidity and Capital Resources
The life insurance industry is one that normally produces a positive cash flow
from operations and scheduled principal repayments from portfolios of fixed
maturity investments (bonds and redeemable preferred stocks) and mortgage loans.
This cash flow is used to fund an investment portfolio to finance future benefit
payments, which represent long-term obligations reserved using certain assumed
interest rates. Since future benefit payments are primarily long-term
obligations, the Company's investments are predominately long-term fixed rate
investments such as bonds and mortgage loans which should provide a sufficient
return to cover these obligations. The nature and quality of the various types
of investments made by a life insurance company must comply with the statutes
and regulations imposed by the states in which that company is licensed. These
statutes and regulations generally require that investments be in high grade
investments which provide protection for policyholders.
As of March 31, 1995, the Company's total fixed maturity investment portfolio
had an amortized cost of $504.7 million with a market value of $479.3 million,
$25.4 million below amortized cost. This differential between amortized cost and
market is significantly influenced by changes in interest rates subsequent to
purchase of the investment. The Company had $20.8 million in mortgage loans at
March 31, 1995, which could reflect a small premium or discount if those loans
had quoted market prices. Since these assets are invested for terms generally
corresponding to anticipated future benefit payments and carry interest rates in
excess of assumed reserve interest rates, they produce predictable cash flows
and when combined with future premium income should be sufficient to fund the
Company's future benefit payments in the ordinary course of business without any
need for liquidation prior to maturity.
The Company holds a substantial position in mortgage-backed securities ("MBS").
These are instruments collaterized by pools of residential or commercial
mortgages, which return interest and principal payments to the investor monthly.
The Company's MBS holdings are primarily issued by either U.S. government
agencies (i.e., GNMA, FNMA and FHLMC) or major U.S. financial institutions. MBS
are subject to prepayment risk, especially in periods when interest rates are
falling, which can adversely affect their yield and maturity. With the
significant decline experienced in interest rates throughout 1993, the Company
had experienced significant prepayment activity. As a result, the Company
experienced a decline in the portfolio yield as a result of reinvesting these
proceeds into similar investments at then lower interest rates. The level of
prepayment activity abated steadily during 1994. The portfolio yield is modestly
improving as maturities and new funds are being invested at higher rates in the
current economic environment.
Policy loans at March 31, 1995 were $50.3 million. These loans have associated
rates in the 3.5% to 8% range, at least equal to the assumed interest rates used
for future policy benefits; accordingly, policy loans should not result in
negative cash flow.
-10-
<PAGE>
In addition to the cash flow necessary to fund benefit payments, the Company
requires cash flows for operating and administrative expenses. The level of
expenses normally fluctuates in direct proportion to the amount of premium
produced; however, the Company's cash disbursements in the holding company have
from time to time exceeded its cash receipts, principally due to its former
acquisitions program. Funding of interest on debt incurred in connection with
acquisitions and the subsequent consolidation of operations required an
expenditure of approximately $0.9 million for the three month period ended March
31, 1995.
The Company's subsidiaries are currently producing earnings and net cash flow
sufficient to cover debt service at the parent. However, under the insurance
laws of the states in which the Company's insurance subsidiaries are domiciled,
certain restrictions are imposed on cash dividends from the subsidiaries to the
parent. The insurance laws and regulations generally limit the amount of
dividends to the greater of net statutory gain from operations or 10% of
statutory surplus, and dividends in excess of these amounts can be paid only
with the prior approval of the insurance regulators.
-11-
<PAGE>
Part II - OTHER INFORMATION
Item 1 Legal Proceedings
Not applicable
Item 2 Changes in Securities
Not applicable
Item 3 Defaults upon Senior Securities
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
(a) At the May 9, 1995 Annual Meeting of Stockholders of the
Company, the following nominees were elected to the Board
of Directors by the votes indicated:
<TABLE>
<CAPTION>
Nominee Votes for Votes Withheld
------- --------- --------------
<S> <C> <C>
Thomas E. Beach 7,053,945 8,631
Jared M. Billings 7,053,676 8,900
Stephen B. Bonner 7,053,605 8,971
Claude Castonguay 7,053,441 9,135
Robert J. Ferguson 7,054,003 8,573
Jack Kinder, Jr. 7,053,987 8,589
Robert D. Larrabee 7,054,030 8,546
Robert T. Rakich 7,053,690 8,886
Guy Rivard 7,054,003 8,573
Humberto Santos 7,053,524 9,052
Alan J. Zakon 7,054,030 8,546
</TABLE>
There were no abstentions or broker non-votes with respect to
the election of directors.
Item 5 Other Information
Not applicable
Item 6 Exhibits and Reports on Form 8-K
(a)
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession.
Not applicable
(4) Instruments defining the rights of security
holders, including indentures.
Not applicable
-12-
<PAGE>
Part II - OTHER INFORMATION (continued)
Item 6 Exhibits and Reports on Form 8-K (continued)
(a) (continued)
(10) Material Contracts.
Not applicable
(11) Statement re: computation of per share earnings.
See Exhibit 11 - attached
(15) Letter re: unaudited interim financial
information
Not applicable
(18) Letter re: change in accounting principles.
Not applicable
(19) Previously unfiled documents.
Not applicable
(20) Report furnished to security holders.
Not applicable
(23) Published report re:matters submitted to vote of
security holders.
Not applicable
(24) Consents of experts and counsel.
Not applicable
(25) Power of attorney.
Not applicable
(28) Additional exhibits.
Not applicable
(b) During the quarter for which this Form 10-Q Quarterly Report
is filed, the Company filed one (1) report on Form 8-K.
-13-
<PAGE>
Part II - OTHER INFORMATION (continued)
Item 6 Exhibits and Reports on Form 8-K (continued)
(b) (continued)
<TABLE>
<CAPTION>
Date of Item Financial
Report Reported Statements
------- -------- ----------
<S> <C> <C>
December 13, Item 5. Reporting change of None
1994 (filed control agreements, each of
March 3, 1995, which amended and restated
amended by prior agreements between
Amendment No. such officers and the Company,
1 thereto between Robert T. Rakich,
filed March President and Chief Executive
9, 1995) Officer of the Company, and
the Company; Bernhard M. Koch,
Senior Vice President,
Treasurer, Chief Financial
Officer and Secretary of the
Company, and the Company; and
David L. Wilson, Jr., Senior
Vice President and Chief
Investment Officer of the
Company, and the Company,
respectively.
</TABLE>
-14-
<PAGE>
SIGNATURE
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.
LAURENTIAN CAPITAL CORPORATION
Registrant
Date: May 15, 1995 /s/ Bernhard M. Koch
---------------------- -------------------------------------
Bernhard M. Koch
Senior Vice President, Treasurer,
Chief Financial Officer and Secretary
-15-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
Exhibit 11 Statement regarding computation of
per share earnings 17
Exhibit 27 Financial Data Schedule 18
</TABLE>
-16-
<PAGE>
LAURENTIAN CAPITAL CORPORATION
Exhibit 11 - Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months
Ended March 31,
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Shares outstanding 7,587,398 7,548,757
Number of days 90 90
----------- -----------
Weighted Average
Shares Outstanding 7,587,398 7,548,757
=========== ============
Total Net Income $2,291,274 $2,228,188
Less:
Accrued Dividends
on Preferred Stock 50,621 63,504
----------- -----------
Adjusted Net Income $ 2,240,653 $ 2,164,684
=========== ===========
Earnings Per Common Share:
Net income $ 0.30 $ 0.29
=========== ===========
</TABLE>
The Company's Series A Redeemable Preferred Stock are considered to be common
stock equivalents. These shares were not included in the earnings per share
computation because their effect was anti-dilutive. Options granted to purchase
the Company's common stock are also considered common stock equivalents. These
options were not included in the computation of earnings per share because their
maximum possible dilution was not material.
-17-
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
ARTICLE 7 AS PART OF CONGLOMERATE SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS CONTAINED IN THE REGISTRANT'S
FORM 10-Q QUARTERLY REPORT FOR THE QUARTER
ENDED MARCH 31, 1995 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<CURRENCY> US
<PERIOD-TYPE> QTR-1
<EXCHANGE-RATE> 1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<DEBT-HELD-FOR-SALE> 220,138
<DEBT-CARRYING-VALUE> 277,624
<DEBT-MARKET-VALUE> 259,136
<EQUITIES> 11,124
<MORTGAGE> 20,826
<REAL-ESTATE> 3,997
<TOTAL-INVEST> 596,329
<CASH> 13,528
<RECOVER-REINSURE> 70,982
<DEFERRED-ACQUISITION> 74,830
<TOTAL-ASSETS> 1,021,637
<POLICY-LOSSES> 437,185
<UNEARNED-PREMIUMS> 1,643
<POLICY-OTHER> 11,911
<POLICY-HOLDER-FUNDS> 164,755
<NOTES-PAYABLE> 45,000
<COMMON> 406
3,294
0
<OTHER-SE> 106,958
<TOTAL-LIABILITY-AND-EQUITY> 1,021,637
23,529
<INVESTMENT-INCOME> 11,583
<INVESTMENT-GAINS> 510
<OTHER-INCOME> 1,405
<BENEFITS> 22,388
<UNDERWRITING-AMORTIZATION> 3,801
<UNDERWRITING-OTHER> 7,367
<INCOME-PRETAX> 3,471
<INCOME-TAX> 1,180
<INCOME-CONTINUING> 2,291
<DISCOUNTED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,291
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0
<RESERVE-OTHER> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
-18-
</TABLE>
