<PAGE>
PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED JANUARY 11, 1999) Registration No. 333-65097
[LOGO OF SUMMIT LIFE CORPORATION APPEARS HERE]
SUMMIT LIFE CORPORATION
1,000,000 SHARES
COMMON STOCK
This Prospectus Supplement supplements our Prospectus dated January 11,
1999. Accordingly, you should read this Prospectus Supplement in conjunction
with the Prospectus. Capitalized terms used in this Prospectus Supplement have
the meanings specified in the Prospectus.
On January 13, 1999 we acquired 100% of the common stock of Great Midwest
Life Insurance Company, a Texas life insurance company ("Great Midwest"), for an
aggregate purchase price of $939,119. Of such purchase price, we paid cash of
$607,312 to seven of the eight shareholders of Great Midwest. The remaining
shareholder received a promissory note for a principal amount of $331,807,
payable in three equal annual installments at an annual interest rate of 6% on
the unpaid principal balance. None of the shareholders of Great Midwest are
affiliated with Summit. We funded $350,000 of the cash portion of the purchase
price with a loan from BancFirst, Oklahoma City. In determining the purchase
price, which was negotiated on an arms' length basis, we took into consideration
the discounted value of the future revenue stream attributable to the annual
premiums to be paid pursuant to existing life insurance contracts and the
capital and surplus capital balances of Great Midwest. In the "Use of Proceeds"
section of the Prospectus, we originally had stated that a portion of the use of
proceeds of the offering would be used to fund the acquisition of Great Midwest.
Because we closed on the acquisition of Great Midwest prior to the release from
escrow of the minimum offering proceeds, the use of the net offering proceeds
necessarily will be different from that stated in the Prospectus, to reflect
that a portion of the net proceeds will be used to repay monies borrowed to fund
the acquisition, rather than to fund the acquisition itself. We have included a
revised "Use of Proceeds" table in this Prospectus Supplement to reflect the
revised use of proceeds.
(continued on following page)
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Neither the Securities and Exchange Commission nor any state commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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The date of this Prospectus Supplement is March 19, 1999
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The "Use of Proceeds" table on page 10 of the Prospectus is being amended
so as to read, in its entirety, as follows:
<TABLE>
<CAPTION>
Minimum Offering Offering Mid-Point Maximum Offering
------------------ -------------------- --------------------
Use of Net Proceeds (1) Amount Percent Amount Percent Amount Percent
- -------------------------------------------- -------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Repay indebtedness related to the
acquisition of Great Midwest (2) $350,000 58.82% $ 350,000 12.75% $ 350,000 7.15%
Repayment of other indebtedness 100,000 16.81% 1,100,000 40.07% 1,100,000 22.47%
Recruitment of agents 25,000 4.20% 150,000 5.47% 150,000 3.06%
Increase statutory capital and surplus (3) 85,000 14.29% 750,000 27.32% 2,650,000 54.14%
Working capital and general corporate
purposes (4) 35,000 5.88% 395,000 14.39% 645,000 13.18%
-------- ------- ---------- ------- ---------- -------
Total $595,000 100.00% $2,745,000 100.00% $4,895,000 100.00%
======== ======= ========== ======= ========== =======
</TABLE>
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(1) After deducting legal, accounting and printing expenses payable by the
Company, estimated at $105,000 in the aggregate.
(2) Bank borrowings were utilized to fund $350,000 of the cash portion of the
purchase price, and will be repaid in full with the proceeds of this
offering. The balance was funded from cash from operations.
(3) Most states have adopted risk-based capital ("RBC") rules to evaluate the
adequacy of statutory capital and surplus in relation to investment and
insurance risks. Statutory surplus and statutory operating results are
determined according to statutes adopted by each state in which the
subsidiaries do business. Statutory surplus bears no direct relationship
to equity as determined under generally accepted accounting principles.
The RBC formula is designed as an early warning tool to help state
regulators identify possible weakly capitalized companies for the purpose
of initiating regulatory action. Increases to statutory capital and
surplus in excess of the ratios required by state insurance regulators
would permit the Company to increase its sales, while ensuring that
fluctuations in premiums received and benefits paid do not have an adverse
effect on the Company based on such regulatory guidelines.
(4) Includes possible acquisitions of insurance companies and in force
insurance policies consistent with the Company's business strategies, as
well as payment of general overhead and operating expenses.
