<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________.
Commission file number 0-26652
TRANSPORT HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3595073
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
714 MAIN STREET 76102
FORT WORTH, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (817) 390-8000
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
As of April 29, 1996, there were 1,590,461 shares of the
registrant's Class A Common Stock, $.01 par value, outstanding.
<PAGE>
TRANSPORT HOLDINGS INC.
FORM 10-Q
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . 1
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . 12
<PAGE>
TRANSPORT HOLDINGS INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(in thousands)
March 31, December 31,
1996 1995
ASSETS (unaudited) (a) <F1>
------------- ---------------
<S> <C> <C>
Fixed maturities available for sale, at market
(cost: 1996 - $497,629; 1995 - $482,626) $ 510,808 $ 518,303
Equity securities, at market
(cost: 1996 - $76; 1995 - $1,850) 886 3,473
Mortgage loans on real estate 8,700 9,348
Investment in real estate 196 195
Policy loans 18,071 18,487
Short-term investments 20,651 22,952
Other investments 4,857 4,872
----------- ---------
Total investments 564,169 577,630
Cash and cash equivalents (6,718) 2,198
Accrued investment income 6,115 6,258
Premiums due and unpaid 6,312 4,918
Due from reinsurers 308,864 298,867
Due from agents 4,059 5,332
Value of insurance in force 11,783 12,177
Deferred policy acquisition costs 29,111 29,531
Debt issue costs 3,590 3,738
Other assets 9,753 9,839
----------- ----------
Total assets $ 937,038 $ 950,488
=========== ==========
(Continued)
</TABLE>
<PAGE>
TRANSPORT HOLDINGS INC.
Condensed Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
(in thousands)
March 31, December 31,
1996 1995
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) (a) <F1>
------------- ---------------
<S> <C> <C>
Notes payable to banks $ 60,250 $ 60,250
Subordinated convertible notes payable 50,000 50,000
Future policy benefits 326,271 315,253
Unearned premiums 37,967 39,961
Policy and contract claims 229,921 229,179
Other policyholder funds 3,255 3,130
Income taxes payable 21,696 28,074
Accrued expenses and other liabilities 14,221 20,546
----------- ---------
Total liabilities 743,581 746,393
Stockholders' equity
Preferred stock, $0.01 par value per share, 2,000,000
shares authorized, 182,060 shares issued and
outstanding at March 31, 1996, redemption value
$48,318 at March 31, 1996 45,515 45,515
Class A common stock, $0.01 par value per share,
8,000,000 shares authorized, 1,590,461
shares issued and outstanding at March 31, 1996 16 16
Class B common stock, $0.01 par value per share,
2,000,000 shares authorized, none issued - - - -
Paid in capital 169,665 169,665
Unrealized appreciation of securities, net 9,092 24,245
Retained (deficit) (30,831) (35,346)
------------ ----------
Total equity 193,457 204,095
------------ ----------
Total liabilities and stockholders' equity $ 937,038 $ 950,488
============ ==========
<FN>
<F1>
(a) Condensed from audited financial statements.
</FN>
<FN>
See accompanying notes to condensed consolidated financial
statements.
</TABLE>
<PAGE>
TRANSPORT HOLDINGS INC.
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, except per share amounts)
Three Months Ended
March 31,
1996 1995
---------- ------------
<S> <C> <C>
Revenues:
Net premium income $ 27,932 $ 55,815
Investment income, net of related expenses 9,859 12,637
Realized investment gains 339 479
Other income 300 0
----------- ---------
Total revenues 38,430 68,931
Benefits and expenses:
Incurred claims and other policy benefits, net 18,408 38,295
Commissions 5,769 12,194
Capitalization of deferred policy acquisition costs (1,347) (4,206)
Amortization of deferred policy acquisition costs
and value of insurance in force 2,160 5,195
Interest expense and amortization
of debt issue costs 2,326 0
Other operating expenses 4,168 6,617
----------- ---------
Total benefits and expenses 31,484 58,095
----------- ---------
Income before tax 6,946 10,836
Provision for federal income tax 2,431 3,638
----------- ---------
Net income $ 4,515 $ 7,198
=========== =========
Earnings per share:
Primary $ 1.95 $ (a) <F2>
=========== =========
Fully diluted $ 1.22 $ (a) <F2>
=========== =========
<FN>
<F2>
(a) No per share amounts were applicable to the 1995 period, which
was prior to the distribution of the Company's shares to the public.
</FN>
<FN>
See accompanying notes to condensed consolidated financial
statements.
</TABLE>
<PAGE>
TRANSPORT HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
Three Months Ended
March 31,
1996 1995
---------- ----------
<S> <C> <C>
Operating activities:
Net income $ 4,515 $ 7,198
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of securities (339) (479)
Accretion of bond discount or premium (515) (290)
Amortization debt issue costs 148
Change in assets and liabilities:
Accrued investment income 143 963
Premiums due and unpaid (1,394) 829
Due from reinsurers (9,997) 8,064
Due from agents 1,273 952
Value of insurance in force 394 675
Deferred policy acquisition costs 420 312
Other assets 86 (76)
Reserves for future policy benefits and claims 9,891 (717)
Income taxes payable 1,781 539
Accrued expenses and other liabilities (6,325) (1,084)
--------- ----------
Net cash provided by operating activities 81 16,886
Investing activities:
Sale of fixed maturities 29,679 16,871
Maturity of fixed maturities 2,400 0
Sale of common stock 2,487 19,890
Sale of preferred stock 0 1,940
Purchase of fixed maturities (46,943) (87,819)
Purchase of common stock 0 (16,800)
Principal payments on mortgages 648 217
Principal payments on policy loans 416 1,252
Security transactions in course of settlement 0 13,363
Change in short-term and other invested assets 2,316 26,345
------------ ----------
Net cash used in investing activities (8,997) (24,741)
Decrease in cash and cash equivalents (8,916) (7,855)
Cash and cash equivalents at beginning of period 2,198 3,096
------------ ----------
Cash and cash equivalents at end of period $ (6,718) $ (4,759)
============ ==========
Supplemental disclosure of cash flow information:
Cash paid for taxes $ 650 $ 3,100
Interest paid $ 2,532 $ 0
<FN>
See accompanying notes to condensed consolidated financial
statements.
</TABLE>
<PAGE>
TRANSPORT HOLDINGS INC.
Condensed Consolidated Statement of Stockholders' Equity
(unaudited)
(in thousands except share amounts)
<TABLE>
<CAPTION>
Class A Unrealized
Preferred Stock Common Stock appreciation
------------------- ------------------ (depreciation)
Shares Shares Paid in of securities, Retained
Issued Amount Issued Amount Capital net Deficit Total
-------- ---------- ---------- ------- ---------- ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995 182,060 $ 45,515 1,590,461 $ 16 $ 169,665 $ 24,245 $ (35,346) $ 204,095
Net income 4,515 4,515
Unrealized investment gains,
net of taxes (15,153) (15,153)
------- ---------- --------- ------- ---------- ----------------- ----------- ------------
Balance, March 31, 1996 182,060 $ 45,515 1,590,461 $ 16 $ 169,665 $ 9,092 $ (30,831) $ 193,457
======= ========== ========= ======= ========== ================= =========== ============
<FN>
See accompanying notes to condensed consolidated financial
statements.
</TABLE>
<PAGE>
TRANSPORT HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization
Transport Holdings Inc. (the "Company") was incorporated under
the laws of the State of Delaware. The Company is the sole
stockholder of Intermediate Holdings Inc., a Delaware
corporation. Intermediate Holdings Inc. is the sole stockholder
of TLIC Life Insurance Company, a Texas life insurance company,
and TLSD Inc., a Delaware corporation, both organized in 1995.
TLIC Life Insurance Company is the sole stockholder of Transport
Life Insurance Company, a Texas life insurance company organized
in 1958 and in continuous operation since that time. Transport
Life Insurance Company in turn owns all of the common stock of
Continental Life Insurance Company, a Texas insurance company
formed and in continuous operation since 1969, and a wholly
owned subsidiary of Transport Life Insurance Company since 1971.
TLIC Life Insurance Company, Transport Life Insurance Company,
and Continental Life Insurance Company are principally engaged
in the supplemental life and health insurance business.
These condensed consolidated financial statements include the
accounts of the Company, Intermediate Holdings Inc., TLSD Inc.,
TLIC Life Insurance Company, Transport Life Insurance Company,
and Continental Life Insurance Company, which have been combined
for all periods presented. All material intercompany accounts
and transactions have been eliminated. Prior to September 1995,
there were no material assets, liabilities, or results of
operations for any of the consolidated companies except
Transport Life Insurance Company and Continental Life Insurance
Company.
2. Basis of Presentation
The condensed consolidated financial statements as of and for
the three months ended March 31, 1996 are unaudited and have
been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the
information presented not misleading. The interim financial
statements reflect all adjustments, consisting only of normal
recurring adjustments, that are, in the opinion of management,
necessary for a fair statement of the results for the interim
periods.
These financial statements should be read in conjunction with
the audited consolidated financial statements and the notes
thereto included in the Annual Report dated March 22, 1996 and
furnished to stockholders of the Company. The results of
operations for the three month period ended March 31, 1996
should not be considered indicative of the results to be
expected for the entire year.
<PAGE>
3. Earnings Per Share
All of the Company's 1,590,461 shares of Class A Common Stock
were issued on September 29, 1995. Primary earnings per share
was based on the number of Class A shares outstanding. Fully
diluted earnings per share was based on the number of shares
that would be outstanding if the $50 million of subordinated
convertible notes payable were converted into Class A shares (if
such notes were presently convertible into Class A shares) and
assuming the exercise of outstanding stock options using the
treasury stock method. None of the stock options outstanding
are currently exercisable.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with
the condensed consolidated financial statements and notes thereto
found under Part I, Item 1, along with management's discussion
and analysis of financial condition and results of operations
found in the Company's Annual Report dated March 22, 1996.
The Company is principally engaged in the supplemental life
and health insurance business through its operating subsidiaries,
TLIC Life Insurance Company, Transport Life Insurance Company
and Continental Life Insurance Company.
RESULTS OF OPERATIONS
Three months ended March 31, 1996 compared to three months ended
March 31, 1995
Overview
The Company sold its long term care business effective October
1, 1995. Results for the first quarter of 1996, as compared to
the first quarter of 1995, reflect a reduction in premiums,
benefits, and investment income because of the sale of this
business. In addition, the Company incurred interest expense on
bank debt and the subordinated convertible notes in the first
quarter of 1996. These notes were issued on September 29, 1995.
Premium Income
Premium income, net of reinsurance, decreased by 50% or $27.9
million to $27.9 million for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995,
principally as a result of the sale of the long term care
business. Long term care insurance premiums were $25.8 million
in the first quarter of 1995 as compared to none in the first
quarter of 1996. Cancer insurance premiums declined $0.7
million or 4% to $17.3 million. The decrease for cancer
insurance premiums is attributable to reduced sales in the past
several years. The Company expects the decline in premium
income to continue for at least six months as a result of the
declines in new sales in prior periods.
New annualized premium for cancer and heart/stoke insurance
decreased 17% or $0.6 million to $2.7 million for the three
months ended March 31, 1996 as compared to the three months
ended March 31, 1995. The Company believes that the factors
which resulted in sales declines in 1995, 1994 and 1993 have
continued to impact new annualized premium. These factors
include the Company's cancer insurance
<PAGE>
marketing agencies process of adjusting to a rate increase
environment and to selling policies with more limited
radiation and chemotherapy benefits.
Net Investment Income
Net investment income decreased by 22% or $2.8 million to $9.9
million for the three months ended March 31, 1996 as compared to
the three months ended March 31, 1995. The decrease resulted
primarily from lower levels of invested assets because of the
sale of the long term care business. Invested assets were $564
million at March 31, 1996 as compared to $741 million at March
31, 1995, a decrease of $177 million or 24%. In December 1995,
the Company transferred $250 million to the buyer of the long
term care business in connection with the sale. During the
first quarter of 1996, the Company sold most of its equity
securities and reinvested the proceeds in fixed maturity
securities. Equity securities (at market) were $0.9 million at
March 31, 1996 as compared to $3.5 million at December 31, 1995.
Investment income is impacted by, among other things, changes
in prevailing market interest rates and the creditworthiness and
period to maturity of the Company's investments. Investment
income in future periods may differ from past experience as a
result of changes in any or all of these factors. Significant
increases or decreases in investment income could
correspondingly affect future results of operations.
Other Income
Other income was $0.3 million in the three months ended March
31, 1996, relating to incentive management fees on business the
Company administers for a third party. There was no other income
in 1995.
Net Claims and Other Policy Benefits
Benefits decreased by 52% or $19.9 million to $18.4 million
for the three months ended March 31, 1996 as compared to the three
months ended March 31, 1995, primarily as a result of the sale
of the long term care business. Benefits for long term care
business were $19.7 million in the first quarter of 1995, and
none in the first quarter of 1996. Benefits for cancer
insurance increased by $0.2 million to $11.2 million and
benefits for major/catastrophic hospital insurance decreased by
$0.9 million. The provision for benefits is impacted by the
number of policyholders who qualify for benefits, along with the
severity and duration of their claims, as well as the Company's
estimates of future obligations on policies currently in force.
Any or all of these factors may change in the future, causing
the provision for benefits to increase or decrease with a
corresponding impact on results of operations.
<PAGE>
Commissions and Deferred Policy Acquisition Costs
Commissions paid decreased by 53% or $6.4 million to $5.8
million for the three months ended March 31, 1996 as compared to
the three months ended March 31, 1995, primarily as a result of
the sale of the long term care business. Commissions for long
term care business declined by $5.3 million as compared to the
first quarter of 1996. Commissions paid on cancer,
heart/stroke, and other accident and health insurance declined
by $0.6 million or 10% as a result of lower new sales. First
year commissions capitalized declined $1.8 million and other
capitalized expenses related to the production of new business
declined $1.1 million as a result of the sale of the long term
care business and lower new sales of cancer, heart/stroke, and
other accident and health insurance.
Amortization of deferred policy acquisition costs and value of
insurance in force declined by 58% or $3.0 million to $2.2
million for the three months ended March 31, 1996 as compared to
the three months ended March 31, 1995, primarily as a result of
the sale of the long term care business and the extinguishment
of deferred assets associated with that business upon sale.
Interest Expense
Interest expense was $2.3 million for the three months ended
March 31, 1996. There was no interest expense in the first
quarter of 1995, which was prior to the date of the Company's
long term borrowings.
Other Operating Expenses
Administrative expenses decreased by 37% or $2.4 million to
$4.2 million for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995. In the first
quarter of 1996, the Company received $1.5 million of expense
reimbursements related to long term care insurance for cost of
administering the business on behalf of the buyer and premium
tax reimbursements. The remainder of the decrease resulted
primarily from staff reductions made in connection with the sale
of the long term care business.
EARNINGS PER SHARE
The Company was a wholly owned subsidiary of Travelers Group
Inc. until September 29, 1995, and no earnings per share are
presented for the first quarter of 1995. Earnings per share are
presented for the three months ended March 31, 1996. For the
quarter, $1.4 million of earnings accrued to the benefit of the
preferred stockholder. Fully diluted earnings per share includes
the effect on earnings per share had the subordinated convertible
notes been converted into Class A Common shares. These notes
are not presently convertible. They become convertible into
Class B Common stock in September 1996 and into Class A Common
stock in 2000 (earlier
<PAGE>
under certain circumstances). Fully diluted earnings per share
also includes the effect of outstanding stock options using the
treasury stock method. None of the Company's stock options
outstanding are presently exercisable.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
3.1(i) Restated Certificate of Incorporation of Registrant.(1) <F3>
3.2(i) Certificate of Designation of Series A Cumulative Exchangeable
Preferred Stock of Registrant.(2) <F4>
3.3(ii) Amended and Restated Bylaws of Registrant.(1) <F3>
4.1 Form of Class A Common Stock Certificate.(3) <F5>
4.2 Subordinated Convertible Loan Agreement dated as of
June 12, 1995, among the Registrant, Travelers Group Inc.
("Travelers") and the Lenders named therein (the
"Lenders").(3) <F5>
4.3 Amendment No. 1 to Subordinated Convertible Loan
Agreement dated as of August 7, 1995, among the Registrant,
Travelers and the Lenders.(2) <F4>
<PAGE>
4.4 Amendment No. 2 to Subordinated Convertible Loan Agreement
dated as of January 16, 1996, among the Registrant,
Insurance Partners, L.P. and Insurance Partners Offshore
(Bermuda), L.P.(4) <F6>
4.5 Form of Series A Note.(3) <F5>
4.6 Form of Series B Note.(3) <F5>
4.7 Preferred Stock Registration Rights Agreement among
Travelers and Registrant dated as of June 12, 1995.(3) <F5>
4.8 Convertible Debt Registration Rights Agreement among the
Registrant and the Lenders dated as of June 12, 1995.(3) <F5>
4.9 Warrants to purchase Class A Common Stock of the
Registrant.(2) <F4>
4.10 Warrant Stock Registration Rights Agreement, dated
September 29, 1995, between Registrant and The Lasater
Children's 1995 GST Exempt Trusts and The Sharpe
Children's 1995 GST Exempt Trusts.(2) <F4>
4.11 Form of Indenture between the Registrant as Issuer and
____________ as Trustee for the Junior Subordinated
Exchange Debentures due 2006.(3) <F5>
4.12 Pledge Agreement between the Registrant and Insurance
Partners Advisors, L.P. as agent.(1) <F3>
11.1 Schedule of Computation of Earnings Per Share.(5) <F7>
27 Financial Data Schedule.(5) <F7>
- - -------------
<FN>
<F3>
(1) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995, and
incorporated herein by reference.
<F4>
(2) Previously filed as an exhibit to the Company's Current Report
on Form 8-K dated September 29, 1995, and incorporated herein
by reference.
<F5>
(3) Previously filed as an exhibit to the Company's Registration
Statement No. 33-94960 on Form S-1, and incorporated herein
by reference.
<F6>
(4) Previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, and
incorporated herein by reference.
<F7>
(5) Filed herewith.
</FN>
</TABLE>
b. Report on Form 8-K
None
<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.
Transport Holdings Inc.
<TABLE>
<S> <C>
May 14, 1996 By: DEBORAH V. GREER
------------------------------
Deborah V. Greer
Vice President and Controller
(Chief accounting officer and duly
authorized officer of registrant)
</TABLE>
TRANSPORT HOLDINGS INC.
Exhibit 11.1
Schedule of Computation of Earnings Per Share
<TABLE>
<CAPTION>
(In Thousands, Except Per Share Data)
Three Months Ended
March 31,
1996 1995
------------ ----------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE: (a) <F8>
Net income $ 4,515 $ 7,198
=========
Less: income attributable to preferred stock (1,407)
------------
Net income for primary earnings per share $ 3,108
============
Weighted average number of common shares
outstanding during the period 1,590,461
============
Primary earnings per share $ 1.95
============
FULLY DILUTED EARNINGS PER SHARE:
Net income for primary earnings per share $ 3,108
Plus: interest on convertible subordinated notes,
net of applicable income taxes 706
------------
Net income for fully diluted earnings per share $ 3,814
============
Weighted average number of common shares
outstanding during the period 3,120,958
============
Fully diluted earnings per share $ 1.22
============
<FN>
<F8>
(a) No per share amounts were applicable to the 1995 period, which
was prior to the distribution of the Company's shares to the public.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
The schedule contains summary financial information extracted from Form 10-Q for
the period ended March 31, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 510,808
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 886
<MORTGAGE> 8,700
<REAL-ESTATE> 196
<TOTAL-INVEST> 564,169
<CASH> (6,718)
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 29,111
<TOTAL-ASSETS> 937,038
<POLICY-LOSSES> 326,271
<UNEARNED-PREMIUMS> 37,967
<POLICY-OTHER> 229,921
<POLICY-HOLDER-FUNDS> 3,255
<NOTES-PAYABLE> 110,250
45,515
0
<COMMON> 16
<OTHER-SE> 147,926
<TOTAL-LIABILITY-AND-EQUITY> 937,038
27,932
<INVESTMENT-INCOME> 9,859
<INVESTMENT-GAINS> 339
<OTHER-INCOME> 300
<BENEFITS> 18,408
<UNDERWRITING-AMORTIZATION> 2,160
<UNDERWRITING-OTHER> 8,590
<INCOME-PRETAX> 6,946
<INCOME-TAX> 2,431
<INCOME-CONTINUING> 4,515
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,515
<EPS-PRIMARY> 1.95
<EPS-DILUTED> 1.22
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
