GUARANTEE LIFE COMPANIES INC
8-K, 1998-10-07
LIFE INSURANCE
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                October 7, 1998


                       THE GUARANTEE LIFE COMPANIES INC.
               -------------------------------------------------
            (Exact name of registrant as specified in its charter)


        Delaware                   0-26788                      47-0785066
      -------------             -------------                  ------------
 (State of Incorporation)   (Commission File Number)          (IRS Employer 
                                                          Identification Number)



        8801 Indian Hills Drive,
            Omaha, Nebraska                                 68114
       --------------------------                         ---------
 (Address of principal executive offices)                 (Zip Code)


                                (402) 361-7300
                       --------------------------------
             (Registrant's telephone number, including area code)


                                Not applicable 
                          --------------------------
         (Former name or former address, if changed since last report)


<PAGE>
 
        Item 5. OTHER EVENTS.

                (a)     The registrant issued the following press release on 
                        October 7, 1998:


FOR IMMEDIATE RELEASE
- ---------------------

Company Contact:                        Contact:
- ----------------                        --------

William L. Bauhard, CFO                 John Lovallo, SVP
The Guarantee Life Companies Inc.       Makovsky & Company
Diane T. Kohout, Director IR            John Menditto, Account Exec.
The Guarantee Life Companies Inc.       Makovsky & Company
(402) 361-2848                          (212) 508-9600


                       THE GUARANTEE LIFE COMPANIES INC.
                  COMMENTS ON EXPECTED THIRD QUARTER EARNINGS

        Omaha, Nebraska, October 7, 1998 -- The Guarantee Life Companies Inc. 
(Nasdaq: GUAR) today announced that it expects its earnings for the third 
quarter ending September 30, 1998 to be between $0.20 and $0.24 per diluted 
share, excluding realized investment gains, versus the mean analyst estimate on 
First Call of $0.36 per diluted share. For its third quarter 1997, Guarantee 
Life earned $0.46 per diluted share, excluding realized investment gains. The 
Company expects to release its third quarter 1998 and nine-month financial 
results on October 22, 1998.

        Guarantee Life attributes the lower than expected third quarter results 
primarily to an increase in the incidence of large claims in its group life 
product line. Robert D. Bates, Chairman and Chief Executive Officer, commented, 
"During the quarter, our Employee Benefits Division experienced a higher than 
expected number of large life claims. As we have previously discussed, and as 
happened this quarter in our group life area, relatively small claim 
fluctuations in any of our blocks of business can have a significant impact on 
loss ratios." Mr. Bates continued, "As a result of our earlier pricing actions 
and disciplined risk management, we have experienced a noticeable improvement in
our dental loss ratio during the third quarter, as compared to the first half of
the year."


                                    -more-


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<PAGE>
 
        Additionally, the recognition of one-time costs associated with 
Guarantee Life's reorganization activities will impact third quarter earnings. 
Mr. Bates said, "As a result of our continuing efforts to operate as 
effectively and efficiently as possible, organizational changes were made during
September which will reduce annual operating expenses by $2.4 million on a 
pre-tax basis. We have booked a one-time expense of approximately $440,000, 
after taxes, for severance arrangements, which negatively affects third quarter 
earnings by about $0.05 per diluted share." Mr. Bates concluded, "We continually
evaluate opportunities within the Company to become more streamlined and 
competitive in today's marketplace."

        The Guarantee Life Companies Inc. operates through three subsidiaries. 
Its principal subsidiary is Guarantee Life Insurance Company. The other two 
subsidiaries are Westfield Life Insurance Company and PFG, Inc., including its 
principal subsidiary, AGL Life Assurance Company. Guarantee Life markets group 
life and health insurance products to employers and other groups, and life 
insurance and annuities to individuals. The  principal business operations are 
conducted in 48 states and the District of Columbia. Insurance coverage and 
related benefits are provided through more than 315,000 individual and group 
policies issued to almost 2.0 million customers. Founded in 1901, Guarantee Life
is headquartered in Omaha, Nebraska.

        Certain statements contained in this press release, including statements
regarding the anticipated development and expansion of the Company's business, 
the intent, belief, or current expectations of the Company, it's directors, or
its officers, primarily with respect to the future operating performance of the
Company, and other statements contained herein regarding matters that are not 
historical facts, are "forward-looking" statements (as such term is defined in 
the Private Securities Litigation Reform Act of 1995). Because such statements  
are subject to risks and uncertainties, actual results may differ materially 
from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially from those expressed or 
implied by such forward-looking statements include, but are not limited to, 
uncertainties regarding the market, difficulties inherent in consummating and 
merging acquisitions, and those risks and uncertainties discussed in filings 
made by the Company with the Securities and Exchange Commission.


                                     # # #

                                       3
<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 hereunto duly authorized.

                                 THE GUARANTEE LIFE COMPANIES INC.


                                 By  /s/ Richard A. Spellman
                                     --------------------------------
                                     Richard A. Spellman, Senior Vice President,
                                     General Counsel and Secretary


                                 October 7, 1998


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