FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-62193
33-91916
33-92842
333-00987
333-07275
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
ILLINOIS 35-1113325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices)(Zip Code)
847/402-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes../X/.. No
Indicate the number of shares of each of the issuer's classes of common
stock, as of March 31, 1998; there were 4,200 shares of common capital stock
outstanding, par value $500 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
March 31, 1998(Unaudited) and December 31, 1997.................. 3
Statements of Operations
Three Months Ended March 31, 1998 and
March 31, 1997 (Unaudited)....................................... 4
Statements of Cash Flows
Three Months Ended March 31, 1998 and
March 31, 1997 (Unaudited)................................. 5
Notes to Financial Statements.................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................13
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS*........................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................13
SIGNATURE PAGE...............................................................14
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
March 31, December 31,
($ in thousands) 1998 1997
-------------------- ------------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed income securities, at fair value
(amortized cost $84,172 and $81,369) $ 88,888 $ 86,243
Short-term 2,148 4,231
------------ ------------
Total investments 91,036 90,474
Reinsurance recoverable from Allstate
Life Insurance Company 2,722,727 2,637,983
Cash 603 -
Other assets 2,818 2,549
Separate Accounts 766,293 620,535
------------ ------------
Total assets $ 3,583,477 $ 3,351,541
============ ============
LIABILITIES
Contractholder funds $ 2,722,727 $ 2,637,983
Income taxes payable 549 609
Deferred income taxes 1,724 1,772
Net payable to affiliates 3,280 2,698
Separate Accounts 766,293 620,535
------------ ------------
Total liabilities 3,494,573 3,263,597
------------ ------------
SHAREHOLDER'S EQUITY
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding 2,100 2,100
Additional capital paid-in 69,641 69,641
Retained income 14,098 13,035
Accumulated other comprehensive income:
Unrealized net capital gains 3,065 3,168
------------ ------------
Total accumulated other comprehensive income 3,065 3,168
------------ ------------
Total shareholder's equity 88,904 87,944
------------ ------------
Total liabilities and shareholder's equity $ 3,583,477 $ 3,351,541
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
--------------------------------------
($ in thousands) 1998 1997
----------------- -----------------
(Unaudited)
REVENUES
Net investment income $ 1,586 $ 1,242
Realized capital gains and losses - 7
----------- ----------
1,586 1,249
----------- ----------
INCOME BEFORE INCOME TAX EXPENSE 1,586 1,249
INCOME TAX EXPENSE 523 441
----------- ----------
NET INCOME $ 1,063 $ 808
=========== ==========
See notes to financial statements.
-4-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31
---------------------------------------
($ in thousands) 1998 1997
----------------- ------------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 1,063 $ 808
Adjustments to reconcile net income to net cash
provided by operating activities:
Realized capital gains and losses - (7)
Change in deferred income taxes (103) 3
Changes in other operating assets and liabilities 363 1,212
---------- ---------
Net cash provided by operating activities 1,323 2,016
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Investment collections 2,856 523
Investment purchases (5,659) (20,981)
Net change in short-term investments 2,083 (1,493)
Participation in Separate Accounts - (65)
---------- ---------
Net cash used by investing activities (720) (22,016)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution - 20,000
---------- ---------
Net cash provided by financing activities - 20,000
---------- ---------
NET INCREASE IN CASH 603 -
CASH AT BEGINNING OF PERIOD - -
---------- ---------
CASH AT END OF PERIOD $ 603 $ -
========== =========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of Glenbrook
Life and Annuity Company (the "Company") a wholly owned subsidiary of
Allstate Life Insurance Company ("ALIC"), which is wholly owned by Allstate
Insurance Company, a wholly owned subsidiary of The Allstate Corporation.
The financials statements and notes as of March 31, 1998 and for the
three-month periods ended March 31, 1998 and 1997 are unaudited. The
interim financial statements reflect all adjustments (consisting only of
normal recurring accruals) which are, in the opinion of management,
necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods. These financial
statements and notes should be read in conjunction with the financial
statements and notes thereto included in the Glenbrook Life and Annuity
Company Annual Report on Form 10K for 1997. The results of operations for
the interim period should not be considered indicative of results to be
expected for the full year.
In March 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. Specifically, certain external, payroll and
payroll related costs should be capitalized during the application
development state of a project and depreciated over the computer software's
useful life. The Company has adopted the SOP effective January 1, 1998.
2. Reinsurance
The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated
reinsurers. Contract charges, credited interest, policy benefits and
certain expenses are ceded to ALIC. The statements of operations is
presented net of reinsurance transactions. Therefore, the amounts shown in
the Company's statements of operations relate to the investment of those
assets of the Company that are not transferred to ALIC under the
reinsurance agreement. Reinsurance recoverable and contractholder funds are
reported separately in the statements of financial position. The Company
continues to have primary liability as the direct insurer for risks
reinsured.
-6-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Investment income earned on the assets which support contractholder funds
is not included in the Company's financial statements as those assets are
owned and managed by ALIC under the terms of reinsurance agreements. The
following amounts were ceded to ALIC under the reinsurance agreements.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1998 1997
------------ ----------
<S> <C> <C>
Contract charges $ 4,107 $ 2,062
Credited interest, policy benefits and expenses 46,283 37,613
</TABLE>
3. Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."
Comprehensive Income is a measurement of all changes in shareholders'
equity that result from transactions and other economic events other than
transactions with shareholders. For the Company, these changes consist of
changes in unrealized gains and losses of the investment portfolio. These
amounts, presented as other comprehensive income, net of related taxes, are
added to net income which results in comprehensive income. The cumulative
amount of these changes is reported in the statements of financial position
as accumulated other comprehensive income.
-7-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The following summarizes the components of other comprehensive income on a
pretax and after-tax basis for the three-month periods ended March 31,
<TABLE>
<CAPTION>
($ in thousands) 1998 1997
--------------------------------- ------------------------------------
Income Income
tax After- tax After-
Pretax effect tax Pretax effect tax
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and and losses:
Unrealized holding gains
(losses) arising during
the period (158) 55 (103) (2,166) 758 (1,408)
Less: reclassification adjust-
ment for realized net
capital gains included in
net income - - - 7 (3) 4
------ ------ ------ ------- ------ -------
Other comprehensive income $(158) $ 55 $ (103) $(2,173) $ 761 $(1,412)
====== ====== ====== ======= ====== =======
Comprehensive income $ 960 $ (604)
====== =======
</TABLE>
4. Regulation and Legal Proceedings
The Company's insurance businesses are subject to the effects of a changing
social, economic and regulatory environment. Public and regulatory
initiatives have varied and have included efforts to adversely influence
and restrict premium rates, restrict the Company's ability to cancel
policies, impose underwriting standards and expand overall regulation. The
ultimate changes and eventual effects, if any, of these initiatives are
uncertain.
Various other legal and regulatory actions are currently pending that
involve the Company and specific aspects of its conduct of business. In the
opinion of management, the ultimate liability, if any, in one or more of
these actions in excess of amounts currently reserved is not expected to
have a material effect on the results of operations, liquidity or financial
position of the Company.
-8-
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion highlights significant factors influencing results
of operations and changes in financial position of Glenbrook Life and Annuity
Company (the "Company"). It should be read in conjunction with the financial
statements and related notes thereto found under items 7 and 8 of Part II of the
Glenbrook Life and Annuity Insurance Company Annual Report on Form 10-K for the
year ended December 31, 1997.
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is wholly owned by Allstate Insurance Company ("AIC"), a wholly
owned subsidiary of The Allstate Corporation, markets life insurance and annuity
products through banks and broker-dealers.
The Company issues flexible premium deferred variable annuity contracts and
variable life policies, the assets and liabilities of which are legally
segregated and reflected as Separate Account assets and liabilities. Separate
Account assets and liabilities are carried at fair value in the statements of
financial position. Certain of the Separate Account investment portfolios were
initially funded with a $10.0 million seed money contribution from the Company
in 1995. During 1997, the Company liquidated its funding in the Separate Account
investment portfolios. Investment income and realized gains and losses of the
Separate Accounts, other than the portion related to the Company's
participation, accrue directly to the contractholders (net of fees) and,
therefore, are not included in the Company's statements of operations.
Results of Operations
- ---------------------
($ in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------------
1998 1997
---------------- -----------------
<S> <C> <C>
Net investment income $ 1,586 $ 1,242
======= =======
Realized capital gains and losses, after-tax $ - $ 4
======= =======
Net income $ 1,063 $ 808
======= =======
Investments $91,036 $70,484
======= =======
</TABLE>
The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers. The
Company's results of operations include only investment income and realized
capital gains and losses earned on the assets of the Company that are not
transferred to ALIC under the reinsurance agreement.
Net income for the first quarter of 1998 was $1.1 million compared to $808
thousand for the first quarter of 1997. The increase was due to increased
investment income partially offset by increased federal income taxes.
Pretax net investment income for the three-month period ended March 31,
1998 was $1.6 million compared to $1.2 million for the same period last year.
Additional investment income was earned on higher investment balances arising
from positive cash flows from operating activities.
-9-
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Position
- ------------------
($ in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- -------------------
<S> <C> <C>
Fixed income securities (1) $ 88,888 $ 86,243
Short-term investments 2,148 4,231
----------- -----------
Total investments $ 91,036 $ 90,474
=========== ===========
Reinsurance recoverable from ALIC $ 2,722,727 $ 2,637,983
=========== ===========
Separate Account assets and liabilities $ 766,293 $ 620,535
=========== ===========
Contractholder funds $ 2,722,727 $ 2,637,983
=========== ===========
</TABLE>
(1) Fixed income securities are carried at fair value. Amortized
cost for these securities was $84,172 and $81,369 at March 31,
1998 and December 31, 1997, respectively.
The Company's fixed income securities portfolio consists of mortgage-backed
securities, U.S. government bonds, publicly traded corporate bonds and
tax-exempt municipal bonds. The Company generally holds its fixed income
securities for the long term, but has classified all of these securities as
available for sale to allow maximum flexibility in portfolio management.
Total investments increased to $91.0 million at March 31, 1998 from $90.5
million at December 31, 1997. The increase in investments is primarily due to
amounts invested from positive cash flows generated from operations offset in
part by slightly decreased unrealized net capital gains on the fixed income
securities portfolio. At March 31, 1998, unrealized net capital gains on the
fixed income securities were $4.7 million compared to $4.9 million at December
31, 1997.
At March 31, 1998, all of the Company's fixed income securities portfolio
is rated investment grade, with a National Association of Insurance
Commissioners ("NAIC") rating of 1 or 2 or a Moody's rating of Aaa, Aa or A.
The Company's short-term investment portfolio was $2.1 million and $4.2
million at March 31, 1998 and December 31, 1997, respectively. The Company
invests available cash balances primarily in taxable short-term securities
having a final maturity date or redemption date of one year or less.
During 1998, contractholder funds and amounts recoverable from ALIC under
the reinsurance agreement increased by $84.7 million. The increases resulted
from sales of the Company's single and flexible premium deferred annuities, and
interest credited to contractholders, partially offset by surrenders,
withdrawals and benefits paid. Reinsurance recoverable from ALIC relates to
contract benefit obligations ceded to ALIC.
-10-
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Separate Account assets and liabilities increased by $145.8 million as
compared with December 31, 1997. The increases were primarily attributable to
increased sales of flexible premium deferred variable annuity contracts and the
favorable investment performance of the Separate Account investment portfolios,
partially offset by variable annuity surrenders and withdrawals.
Liquidity and Capital Resources
- -------------------------------
Under the terms of reinsurance agreements, premiums and deposits on
universal life policies and investment contracts, excluding those relating to
Separate Accounts, are transferred to ALIC, which maintains the investment
portfolios supporting the Company's products. The Company continues to have
primary liability as a direct insurer for risks reinsured.
Year 2000
- ---------
The Company is heavily dependent upon complex computer systems for all
phases of its operations, including customer service, and policy and contract
administration. Since many of the Company's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed, remediated or replaced, ("Year 2000 Issue"). The Company believes
that many of its counterparties and suppliers also have Year 2000 Issues which
could affect the Company. In 1995, AIC commenced a plan intended to mitigate
and/or prevent the adverse effects of Year 2000 Issues. These strategies include
normal development and enhancement of new and existing systems, upgrades to
operating systems already covered by maintenance agreements and modifications to
existing systems to make them Year 2000 compliant. The plan also includes the
Company actively working with its major external counterparties and suppliers to
assess their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity or financial position. Year 2000 costs are and will continue to be
expensed as incurred.
Pending Accounting Standards
- ----------------------------
Statement of Financial Accounting Standards ("SFAS") No. 131 redefines how
segments are determined and requires additional segment disclosures for both
annual and quarterly reporting. Under this statement, segments are determined
using the "management approach" for financial statement reporting. The
management approach is based on the way an enterprise makes operating decisions
and assesses performance of its businesses. The Company is currently reviewing
the requirements of the SFAS and has yet to determine its impact on its current
reporting segments. The requirements of this statement will be adopted effective
December 31, 1998.
-11-
<PAGE>
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-related Assessments." The SOP provides guidance concerning when to
recognize a liability for insurance-related assessments and how those
liabilities should be measured. Specifically, insurance-related assessments
should be recognized as liabilities when all of the following criteria have been
met: 1) an assessment has been imposed or it is probable that an assessment will
be imposed, 2) the event obligating an entity to pay an assessment has occurred
and 3) the amount of the assessment can be reasonably estimated. The
requirements of this statement are expected to be adopted in 1999 and are not
expected to have a material impact on the results of operations, cash flows or
financial position of the Company.
Forward-Looking Statements
- --------------------------
The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking statements that are based on
management's estimates, assumptions and projections. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its Board of Directors know of no material legal
proceedings pending to which the Company is a party or which would
materially affect the Company. The Company is involved in pending and
threatened litigation in the normal course of its business in which claims
for monetary damages are asserted. Management, after consultation with
legal counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
(2) None
(3)(i) Articles of Incorporation*
(ii) By-laws*
(4) Glenbrook Life and Annuity Company Flexible Premium
Deferred Annuity Contract and Application**
(10) Reinsurance Agreement between Glenbrook Life
and Annuity Company and Allstate Life
Insurance Company* (11) None (15) None (18) None (19) None (22)
None
(23)(a) Consent of Independent Public Accountants***
(b) Consent of Attorneys****
(24) None
(27) Financial Data Schedule
(99) None
(b) Reports on 8-K
No reports on Form 8-K were filed during the first quarter of 1998.
* Previously filed in Form S-1 Registration Statement No.333-07275 dated June
28, 1996 and incorporated by reference.
** Previously filed in Form S-1 Registration Statement No. 33-91916 dated May 4,
1995 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No. 33-92842 dated May 30, 1995 and incorporated by reference.
Previously filed in Form N-4 Registration Statement No. 33-62203 dated November
21, 1995 and incorporated by reference. Previously filed in Form N-4
Registration Statement No.333-00999 dated August 23, 1996 and incorporated by
reference.
*** Previously filed in Form S-1 Registration Statement No. 33-91916 dated May
1, 1997 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No. 33-92842 dated April 1, 1997 and incorporated by reference.
Previously filed in Form S-1 Registration Statement No. 33-62193 dated April 1,
1997 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No.333-00987 dated April 1, 1997 and incorporated by reference.
**** Previously filed in Pre-Effective Amendment No. 1 of Form N-4 Registration
Statement No. 33-91914 dated September 15, 1995 and incorporated by reference.
Previously filed in Form S-1 Registration Statement No. 33-92842 dated August
24, 1995 and incorporated by reference. Previously filed in Form S-1
Registration Statement No. 33-62193 dated November 22, 1995 and incorporated by
reference. Previously filed in Form S-1 Registration Statement No.333-00987
dated August 23, 1996 and incorporated by reference.
-13-
<PAGE>
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, on the 14th day of May 1998.
GLENBROOK LIFE AND ANNUITY COMPANY
----------------------------------
(Registrant)
/s/ LOUIS G. LOWER, II CHAIRMAN OF THE BOARD OF DIRECTORS
- ------------------------ AND CHIEF EXECUTIVE OFFICER
LOUIS G. LOWER, II (Principal Executive Officer)
/s/ KEITH A. HAUSCHILDT ASSISTANT VICE PRESIDENT AND CONTROLLER
- ------------------------ (Chief Accounting Officer)
KEITH A. HAUSCHILDT
-14-
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL POSITION AT MARCH 31, 1997; STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997; AND STATEMENTS OF CASH FLOWS THREE MONTHS
ENDED MARCH 31, 1997.
</LEGEND>
<CIK> 0000945094
<NAME> GLENBROOK LIFE & ANNUITY COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 88,888
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 91,036
<CASH> 603
<RECOVER-REINSURE> 2,722,727
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 3,583,477
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 2,722,727
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,100
<OTHER-SE> 86,804
<TOTAL-LIABILITY-AND-EQUITY> 3,583,477
0
<INVESTMENT-INCOME> 1,586
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 1,586
<INCOME-TAX> 523
<INCOME-CONTINUING> 1,063
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,063
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
