UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark
One)
( X ) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee required]
For the fiscal year ended December 31, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
[No fee required] For the transition period from
_____________ to _____________
Commission file number 33-94226-A
WMA INTERNATIONAL CORPORATION
(Name of small business issuer in its charter)
Delaware 58-2179041
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5555 Triangle Parkway, N.W., Second Floor, Norcross,
Georgia 30092
(Address of principal executive offices)
Issuer's telephone number: (770) 453-9300
Securities registered under Section 12(b) of the Exchange
Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered under Section 12(g) of the Exchange
Act:
None
(Title of class)
Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 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_____
Check if disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be
contained, to be best of registrant's knowledge, in
definitive proxy or information statements
incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. Yes
X No_____
State issuer's revenues for its most recent
year. 1996 Premium Revenues were $2,007,391. 1996
Investment Revenues were $626,635.
At March 15, 1997, there were 2,411,742
shares of common stock outstanding. The aggregate
market value of the common stock held by non-affiliates computed on the basis
of the price at
which the stock was sold $19,117,420. At March 15,
1997, there were 88,258 warrants issued and
outstanding ($88,258), and 88,258 warrants
($88,258) were held by non-affiliates. Each
warrant, when issued, entitles the holder thereof
to purchase 1 share of common stock at $10.00 per
share. There is no established market for the
shares of common stock or warrants and none is
expected.
Table of Contents
PART I
Page No.
Item 1 Description of Business 4
Item 2 Description of Property 15
Item 3 Legal Proceedings 16
Item 4 Submission of Matters to a Vote of
Security Holders 16
PART II
Item 5 Market for Registrant's Common Equity
and Related Stockholder Matters 16
Item 6 Management's Discussion and Analysis
or Plan of Operation 17
Item 7 Financial Statements 18
Item 8 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 34
PART III
Item 9 Directors, Executive Officers, Promoters, and
Control Persons; Compliance With Sections 16(a)
of the Exchange Act 34
Item 10 Executive Compensation 39
Item 11 Security Ownership of Certain Beneficial Owners
and Management 39
Item 12 Certain Relationships and Related Transactions 39
Item 13 Exhibits and Reports on Form 8-K 42
PART I
Item 1. Description of Business.
SUMMARY OF BUSINESS
WMA International Corporation (the "Company") was
formed March 9, 1995 by S. Hubert Humphrey, Jr. ("Mr.
Humphrey") as a for-profit corporation organized under
Delaware law. The Company owns 100% of the outstanding
stock of WMA Life Holding, Ltd., a Bermuda for-profit
corporation formed August 2, 1995 ("Holding") which,
prior to December 16, 1996, in turn, owned 100% of the
outstanding stock of WMA Life Insurance Company Limited,
a fully licensed for-profit Bermuda life insurance
corporation formed August 2, 1995 ("WMA Life"). As
further discussed below, in December of 1996, WMA Life
became a wholly owned subsidiary of the Company. The
Company, Holding and WMA Life are sometimes referred
herein collectively as the "Companies."
During 1996, the Company has been engaged
primarily in (1) continuing to accept subscriptions for
Shares of Common Stock and Warrants of the Company
pursuant to a registration statement (the "Registration
Statement")(Commission file number 33-94226-A) and
prospectus (the "Prospectus") to raise up to $20,500,000
(the "Offering") to capitalize WMA Life after payment of
organization and offering costs, (2) negotiating the
terms of reinsurance agreements with various insurance
companies entered into and to be entered into by WMA
Life; and (3) commencing to provide reinsurance.
The Registration Statement filed with the
Securities and Exchange Commission became effective
December 22, 1995, and the Company has been in the
process of raising up to $20,500,000. As of December 31,
1996, the Company has sold 1,805,550 Shares of Common
Stock ($18,055,500) pursuant to the Offering. As of
December 31, 1996, 500,000 Warrants ($500,000) have been
sold pursuant to the Offering, each Warrant representing
the right to purchase a Share of Common Stock for $10.
During 1996, 411,742 Warrants were exercised pursuant to
which 411,742 Shares of Common Stock were sold.
The Company is a holding company for Holding and
WMA Life. The proceeds of purchases of Shares of Common
Stock and Warrants, after certain costs and expenses,
have been used, or are otherwise available for use, to
capitalize WMA Life in order for WMA Life to have
sufficient liquidity in the form of Investments
(discussed below) to meet potential claims pursuant to
certain reinsurance agreements with the objective of
obtaining capital appreciation. There are no established
criteria, parameters or limitations with respect to the
nature and amount of reinsurance to be written by WMA
Life the Company has, and will continue to have, complete
discretion in determining the nature and amount of
reinsurance to be written by WMA Life.
The reinsurance agreements that have been and are
anticipated to be entered into by WMA Life consist or
will consist primarily of indemnity agreements for
insurance products previously and currently being sold by
World Marketing Alliance, Inc. ("WMA Agency") and have
been or are anticipated to be issued by Western Reserve
Life Assurance Co. of Ohio, Kemper Investors Life
Insurance Company, The Midland Life Insurance Company,
American Skandia Life Assurance Corporation and others
(the "National Life Companies").
WMA Agency is a Georgia corporation controlled by
Mr. Humphrey, Norma P. Humphrey ("Mrs. Humphrey") and
Thomas W. Montgomery ("Mr. Montgomery"). Types of
insurance products sold by WMA Agency and covered by, and
expected to be covered by, reinsurance agreements include
variable universal life, universal life, term life and
annuities. All of such indemnity agreements are
sometimes hereinafter collectively referred to as the
"Reinsurance Agreements". The sources and types of the
Reinsurance Agreements have generally been identified by
the Company and WMA Life.
During the second quarter of 1996, WMA Life
entered into a reinsurance agreement with Western Reserve
Life Assurance Co. of Ohio (WRL). During the fourth
quarter of 1996, WMA Life executed a reinsurance
agreement with Kemper Investors Life Insurance Company
(KILICO). Both such reinsurance agreements provide for
the reinsurance of a portion of all individual Variable
Universal Life policies sold by WMA Agency on a monthly
renewable term basis (a variation of Yearly Renewable
Term). As of December 31, 1996, the business inforce
constituted 93,875 policies with $2,672,997,429 of
reinsured death benefits. The reinsurance agreements
with WRL and KILICO include the reinsurance of future
individual Variable Universal Life insurance policies
sold and distributed by WMA Agency.
Associated with these agreements, the income and
balance sheet statements as of December 31, 1996, reflect
premiums, benefits, claims, settlement expenses, reserves
and deferred acquisition costs. Such entries are normal
within the context of an insurance enterprise.
Reported claims for 1996 totaled $742,157, of
which $362,157 have been settled. Benefits, Claims and
Settlement Expenses in the Income Statement reflect these
amounts, including an increase in reserve for future
benefits reinsured. The outstanding claims as of
December 31, 1996 were $380,000. The total reserve for
future benefits and claims as of December 31, 1996 is
$614,477. The reserve was determined using principles
consistent with those prescribed by FAS 60. (Note: The
corresponding U.S. Statutory Reserve credit taken by WRL
and KILICO is $809,775. The U.S. Statutory Reserve is
determined using interest and mortality assumptions
typically much more conservative than experience
otherwise expected by the industry.)
Reinsurance Agreements may provide that an amount
remain on deposit with the ceding insurance company until
such time as WMA Life secures a Letter of Credit (LOC)
for the benefit of the ceding company. This procedure,
often referred to as "funds withheld reinsurance" is a
customary practice within the reinsurance industry.
Typically, the amount will not exceed the U.S. Statutory
Reserve as prescribed by the NAIC. During the fourth
quarter of 1996, WMA Life secured a $1,000,000 LOC in
favor of WRL and obtained the release of funds withheld
by WRL. If determined to be necessary, WMA Life will
develop facilities for future LOC's and trust
arrangements in support of additional reinsurance
agreements.
The deferred acquisition costs reflect expenses
and reinsurance premium allowances associated with the
initial transaction. Deferred acquisition costs reflect
expenses incurred that are directly associated with the
acquisition of the reinsured business. These expenses
include actuarial, legal and accounting fees, salaries
and expenses, as well as first year reinsurance
allowances in excess of renewal allowances.
Subsequent to December 31, 1996, American Skandia
Life Assurance Corporation ("ASLAC") agreed in principle
to enter into a Reinsurance Agreement with WMA Life. The
ASLAC agreement will provide for the reinsurance of a
portion of all "Imperium" Variable Annuity policies sold
by WMA Agency commencing as of January 1, 1997. The
Imperium policies are proprietary products exclusively
distributed and sold by WMA Agency. The reinsurance will
be conducted on a modified coinsurance basis.
Under WMA Life's existing and proposed Reinsurance
Agreements, the day-to-day administration of the business
reinsured and related transactions are and will be
managed by the National Life Companies pursuant to an
administrative procedure called self-administration.
This procedure requires the National Life Companies to
maintain individual policy records for each policy ceded,
premium accounting, allowances and reserve reports. The
Company relies on the National Life Companies to provide
it with all information necessary for processing the
reinsurance. The National Life Companies also process
all related claims and other policy transactions. As a
result, WMA Life does not, and will not, participate in
any of the direct administration of the reinsured
policies.
In addition to the results of the Offering and
business activities discussed below, there were a number
of other significant developments in 1996. C. Simon
Scupham became a Director of the Company effective April
1, 1996. Since August 7, 1995, Mr. Scupham has been a
director of Holding and WMA Life. Mr. Scupham is the
President of CFM Insurance Managers, Ltd., a Bermuda
corporation incorporated in 1988 providing professional
management services to international companies operating
in Bermuda. He is a qualified Chartered Accountant (CA)
and Associate Fellow of the Institute of Mathematics and
its Applications. Mr. Scupham is also President of
Mutual Risk Management (Bermuda) Ltd. and Shoreline
Mutual Management (Bermuda) Limited. Prior to CFM, Mr.
Scupham served as the director of Bermuda operations for
the Kemper Group.
On April 1, 1996, WMA Agency hired Edward F.
McKernan, as Senior Vice President and Actuary, from the
national accounting firm of KPMG Peat Marwick LLP. In
addition, on April 1, 1996, Mr. McKernan became Senior
Vice President of the Company although, currently, Mr.
McKernan receives no salary from the Company. Mr.
McKernan has been the individual primarily involved in
negotiating the Reinsurance Agreements. As such, the
Company has agreed to reimburse WMA Agency a reasonable
portion of WMA Agency's costs of employing Mr. McKernan
for the portion of time Mr. McKernan spends negotiating
the Reinsurance Agreements or otherwise directly working
on Company business. Management believes that the
Company will experience a cost savings by reimbursing WMA
Agency for Mr. McKernan's services rather than having to
pay the hourly rate paid to KPMG Peat Marwick LLP for Mr.
McKernan's services. The Company reimbursed WMA Agency
in 1996 a total of $76,875 for Mr. McKernan's services.
Immediately prior to joining the Company, Mr.
McKernan was a Senior Manager in the Life Actuarial
Consulting Practice of KPMG Peat Marwick LLP. Apart from
his tenure with KPMG, Mr. McKernan was also a consultant
with Tillinghast, a Towers Perrin company, which is an
international actuarial consulting firm, and was employed
by several life insurance companies. With over fifteen
years of life insurance experience, Mr. McKernan has
developed a broad range of knowledge in reinsurance,
merger and acquisition activity, product development,
capital and surplus management, asset adequacy analysis,
financial reporting and financial analysis. He is a
Fellow of the Society of Actuaries (1988) and a Member of
the American Academy of Actuaries (1985).
During the third quarter, WMA Life entered into an
investment management agreement with Falcon Asset
Management, Inc. ("Falcon"), an investment advisor and
manager based in Baltimore, Maryland. Falcon was
selected due to its overall expertise in investment
management and its experience in managing insurance
company investment portfolios. Pursuant to this
agreement, Falcon has the responsibility of managing WMA
Life's investment assets held in a custodial account with
IBJ Schroder Bank & Trust Company ("Schroder") in
accordance with WMA Life's "Investment Standard" as set
forth in the December 22, 1995 Prospectus which is to
select assets with the objective of maximizing investment
returns consistent with appropriate safety,
diversification, tax and regulatory considerations, and
to provide sufficient liquidity to enable WMA Life to
meet its obligations as a reinsurance company on a timely
basis. During the fourth quarter, the Company also
entered into an Investment Management Agreement with
Falcon which is substantially the same as the investment
management agreement entered into by WMA Life and Falcon
during the third quarter of 1996.
During the third quarter, WMA Life also entered
into a Custody Agreement with IBJ Schroder Bank & Trust
Company ("Schroder") based in New York, New York.
Pursuant to this agreement, Schroder holds all of the
investment assets of WMA Life which are managed by
Falcon. WMA Life also entered into a Letter of Credit
and Reimbursement Agreement with Schroder pursuant to
which WMA Life can obtain letters of credit in favor of
the ceding insurers of its reinsurance business. Such
letters of credit can be used instead of "funds withheld"
or "trust" arrangements to allow the ceding insurers to
obtain full credit for the reinsurance business ceded to
WMA Life. As collateral for the issuance of letters of
credit, WMA Life also executed a Security Agreement in
favor of Schroder, pursuant to which WMA Life granted a
security interest in its investment assets by Schroder
held pursuant to the Custody Agreement. On October 31,
1996, Schroder, pursuant to the Letter of Credit and
Reimbursement Agreement between Schroder and WMA Life,
issued a $1,000,000 Letter of Credit in favor of Western
Reserve Life Assurance Company of Ohio ("WRL"). The
issuance of this Letter of Credit allowed WMA Life to
obtain a release of the funds previously withheld by WRL
in order to obtain full credit for the reinsurance
business ceded to WMA Life. The Company also entered
into a Custody Agreement with Schroder which is
substantially the same as the custody agreement entered
into by WMA Life and Falcon during the third quarter of
1996.
During 1996, WMA Management Services, Inc.
("Management") continued to provide executive Management
Services to the Company. Management determined that it
was in the best interest of the Company to utilize part
of the net proceeds of the Offering to pay off the
$750,000 loan from Money Services, Inc. The Company also
incurred management fees of $47,805 for services rendered
by Management.
In the fourth quarter of 1996, the Company's Board
of Directors approved a plan ("Plan") to restructure the
ownership of WMA Life to cause it be a first tier
subsidiary of the Company rather than a second tier
subsidiary under Holding. The purpose of implementing
the Plan was to enable the Company and WMA Life to obtain
certain favorable United States federal income tax
benefits that would not have been available under the
preexisting corporate structure. WMA Life elected under
Internal Revenue Code Section 953(d) to be taxed as a
United States taxpayer. As a U.S. taxpayer, its status
as a direct subsidiary of the Company will allow Company
and WMA Life to file a consolidated federal income tax
return after five tax years.
The Plan consisted of causing Holding to declare
a dividend to the Company of all of the common shares of
WMA Life stock owned by Holding. The amount of the WMA
Life common shares paid as a dividend by Holding
represented all the issued and outstanding shares of WMA
Life. This dividend resulted in WMA Life becoming a
direct, wholly owned subsidiary of the Company. The
Company now has two wholly owned subsidiaries, WMA Life
and Holding.
In order to effect the Plan under Bermuda law, the
Company was required to enter into a Guarantee Agreement
with Holding pursuant to which Company agreed to pay any
amounts necessary for Holding to maintain its solvency
under Bermuda corporate law. As a condition of this
agreement, Holding is restricted from incurring any
obligations in excess of $5,000 without the prior
approval of the Company. In addition, the Company prior
to receiving the dividend of WMA Life shares from Holding
made a small capital contribution ($15,000) to Holding to
satisfy certain of Holding's outstanding liabilities.
The dividend paid by Holding was declared out of
Holding's capital surplus as permitted under Bermuda law.
SUMMARY OF OFFERING
Securities Offered. Up to 2,000,000 shares of
Common Stock of the Company, offered at the price of $10
per share, and up to 500,000 Warrants of the Company,
offered at a price of $1 per Warrant. Unless expressly
waived by the Company, the minimum subscription for
shares of Common Stock is 50 ($500), and the minimum
subscription for Warrants is 50 ($50).
The shares of Common Stock and Warrants are being
offered by the Company on a best efforts basis only until
termination or the maximum Offering has been achieved.
Investors must meet certain minimum suitability and
eligibility standards. Purchases are subject to receipt
and acceptance by the Company and the Company's right to
reject any purchase in whole or in part for any reason.
Offerees. Only WMA Agents are eligible to
purchase shares of Common Stock and/or Warrants pursuant
to the Offering. "WMA Agents" means independent sales
agents contractually affiliated (or their Pension Plans)
with WMA Agency or employees (or their Pension Plans) of
or affiliates of WMA Agency as of the date of the
offering or as of the date the Company accepts the
Subscription Agreement.
Voting Rights. All shares of Common Stock offered
pursuant to the Offering or issued pursuant to exercise
of the Warrants are voting stock on a one vote per share
basis without cumulative rights.
Shareholders' Agreement and Warrant Restrictions.
Mr. Humphrey and purchasers of shares of Common Stock
pursuant to the Offering, or pursuant to exercise of the
Warrants, are required to sign the Shareholders'
Agreement which allows the Company the option (but not
the obligation) to buy back an Investor's shares of
Common Stock if the Investor ceases to be a WMA Agent
(other than by reason of death) or breaches the
Shareholders' Agreement ("Buyout Event"). The
Shareholders' Agreement also contains a Right of First
Refusal which provides that if a Shareholder desires to
sell any shares of Common Stock pursuant to a "bona fide
offer", such shares of Common Stock must be offered to
the Company first upon no less favorable terms and
conditions than those of the bona fide offer. The
Shareholders' Agreement will terminate on the earlier of
December 31, 1997 or the effective date of a public
offering by the Company to persons other than WMA Agents.
Offering Termination Date. December 31, 1997 for
the maximum Offering unless terminated earlier by the
Company. During December of 1996, the Company determined
not to accept subscriptions after February 28, 1997. The
minimum Offering was attained February 26, 1996.
BUSINESS
Overview
Through WMA Life, the Company has become a
material reinsurer of Western Reserve Life Assurance Co.
of Ohio. As of December 31, 1996, WRL represented the
majority share of WMA Life's business revenues, and this
reliance on WRL is anticipated to continue for the
forseeable future, particularly in light of the volume of
WRL policies sold by WMA Agency. Through sales of
proprietary products distributed by WMA Agency, WMA Life
anticipates becoming a material reinsurer of Kemper
Investors Life Insurance Company and American Skandia
Life Assurance Corporation. WMA Life also proposes to
become a reinsurer of other National Life Companies. WMA
Life reinsures, and will continue to reinsure, insurance
products being sold by and distributed through WMA Agency
("WMA Policies"). These insurance products include, and
are anticipated to include, variable universal life, term
life, universal life and other insurance products. To
date, all reinsurance issued by WMA Life has been on
policies sold by WMA Agency.
The Company believes that its affiliation with WMA Agency
puts it in a unique position to negotiate favorable
Reinsurance Agreements with the National Life Companies.
WMA Agency is not, and will not, be a party to the
Reinsurance Agreements.
The financial goal of Management in negotiating the
Reinsurance Agreements is to obtain for the Company (and
not the Stockholders) an after-tax return on equity (net
capital invested by stockholders) of not less than an
averaged 10% after-tax annualized return after 10 years.
Although Management believes that it has a reasonable
basis to expect that such a return is feasible, no
assurance can be given that any return can be achieved.
Furthermore, any return is dependent upon the volume of
insurance policies sold by WMA Agency for which WMA Life
acts as reinsurer. Moreover, there are not established
criteria, parameters or limitations with respect to the
nature and amount of reinsurance to be written by WMA
Life and Management will have complete discretion in
determining the nature and amount of reinsurance to be
written by WMA Life.
Business Strategy
In light of the Company's affiliation with WMA
Agency and WMA Agency's existing relationship with the
National Life Companies, the Company has developed a
business strategy relating to the Reinsurance Agreements.
The principal elements of such business strategy are:
To leverage the negotiating strength provided by
the Company's affiliation with WMA Agency and WMA
Agency's negotiating strength with the National
Life Companies;
To create a strong bond among the Company, WMA
Agency and the WMA Sales Agents by providing the
WMA Sales Agents the possibility of participating
in reinsurance profits generated by the WMA
Policies and Reinsurance Agreements by investing in
the Company; and
To create favorable reinsurance results on the WMA
Policies since it is anticipated that when WMA
Sales Agents have an investment in the Reinsurance
Agreements through investing in the Company, WMA
Sales Agents will have more of an incentive to
place quality business through WMA Agency, which
business may become the subject of the Reinsurance
Agreements.
Business Plan
The Company's business plan over the next twelve
months consists of completing the Offering; the Company's
payment of any remaining Organization and Offering Costs
of the Companies; establishment of reserves to fund
expenses; the Company's contribution, or otherwise making
available the contribution, of the net proceeds from the
Offering to WMA Life in an amount sufficient to support
operations and growth of business; causing WMA Life to
maintain an adequate operating expense reserve;
continuing to cause WMA Life to acquire an investment
portfolio in the form of Investments to provide
sufficient liquid assets in order to meet potential
claims pursuant to the Reinsurance Agreements; monitoring
WMA Life's Investment Manager, Falcon Asset Management,
Inc.; managing the WRL, KILICO and ASLAC Reinsurance
Agreements, the Company's continued negotiation and
completion of the Reinsurance Agreements; causing WMA
Life to continue operating as a reinsurance company; and
to invest net proceeds from the Offering not required by
WMA Life to support existing reinsurance obligations in
investments in accordance with WMA Life's Investment
Standard. Management believes that the net proceeds of
the Offering accepted by the Company to date will be
adequate capital for WMA Life to sustain operations
during the next twelve months.
The Company expects its operating expenses over
the next twelve months to consist of payment of fees
relating to management, accounting, consulting and
actuarial services rendered; payment of expenses related
to compliance with corporate and tax matters, investment
management fees, custodial account fees and other
incidental administrative expenses. Holding's operating
expenses are expected to be nominal and consist
principally of accounting and administrative costs of
reporting to regulatory authorities, and fees for
business qualification. WMA Life's expenses during the
next twelve months are expected to consist of costs
associated with its operations as a reinsurance company,
which costs include expense allowances payable to ceding
insurance companies, payment of accounting fees, legal
fees, investment management fees, management service
fees, custodial account fees, and fees and expenses for
regulatory compliance in Bermuda.
None of the Companies expect to purchase or sell
any significant equipment nor expect that there will be
any significant change in the number of employees.
Investments
The Companies' Investments consist of
various investment assets selected with the objective of
maximizing investment returns consistent with appropriate
safety, diversification, tax and regulatory
considerations, and to provide sufficient liquidity to
enable WMA Life to meet its obligations as a reinsurance
company on a timely basis (the "Investment Standard").
The Companies' investment practices are governed by the
guidelines established and approved by its respective
Board of Directors. Bermuda law provides that there are
no restrictions on investments provided that investments
are made for the potential benefit of WMA Life.
The Companies have developed specific investment
guidelines in respect of the management of its investment
portfolio. Although these guidelines stress
diversification of risks, conservation of principal and
liquidity, investments are subject to market-wide risks
and fluctuations, as well as to risks inherent in
particular securities. These existing guidelines, which
are subject to change at the discretion of the Companies'
respective Board of Directors, are discussed below.
To support reserves, Investments in an amount
equal to or greater than reserves must at all time be
maintained in the form of cash equivalents or debt issues
which are rated "BAA" or better by Moody's Investors
Service, Inc. ("Moody's") or S&P or, if unrated, their
equivalent in the opinion of WMA Life's Chief Financial
Officer. Should an investment in the Companies'
portfolio be downgraded below this criterion, current
guidelines require that the security must be sold.
Exceptions to this policy require approval by WMA Life's
Board of Directors.
Other investments are required, in the aggregate,
to meet the Investment Standard although not subject to
a BAA or other standard. No more than 5% of the
Companies' investment portfolio can be invested in the
securities of any single insurer or issue with the
exception of sovereign governments and full faith and
credit government guaranteed agencies. Aggregate
exposure to supranational institutions cannot exceed 10%
of the Companies' investment portfolio. Total
investments in equities and private placement securities
cannot in the aggregate exceed 15% of the Companies'
investment portfolio.
WMA Life's investment portfolio is subject to
risks of loss associated with decreases in value,
worthlessness and default.
During the third quarter, WMA Life entered into an
investment management agreement with Falcon Asset
Management, Inc. ("Falcon"), an investment advisor and
manager based in Baltimore, Maryland. Falcon was
selected due to its overall expertise in investment
management and its experience in managing insurance
company investment portfolios. The investment guidelines
established pursuant to this agreement are more
restrictive than the Investment Standard. In addition,
pursuant to this agreement, Falcon has the responsibility
of managing WMA Life's investment assets held in a
custodial account with IBJ Schroder Bank & Trust Company
("Schroder") in accordance with WMA Life's Investment
Standard. During the fourth quarter, the Company also
entered into an Investment Management Agreement with
Falcon which is substantially the same as the investment
management agreement entered into by WMA Life and Falcon
during the third quarter of 1996.
During the third quarter, WMA Life also entered
into a Custody Agreement with IBJ Schroder Bank & Trust
Company ("Schroder") based in New York, New York.
Pursuant to this agreement, Schroder holds all of the
investment assets of WMA Life which are managed by
Falcon. During the fourth quarter, the Company also
entered into a Custody Agreement with Schroder which is
substantially the same as the Custody Agreement entered
into by WMA Life and Schroder during the third quarter.
WMA Life pays Falcon a quarterly fee equal to .25%
per annum of the average total market value of assets
under management (subject to a minimum annual fee of
$50,000) and pays Schroder a monthly fee equal to $300
plus .03% of the value of assets held. The performance
of, and the fees paid to Falcon and Schroder are reviewed
periodically by the Board of Directors of the Company and
WMA Life.
Business Borrowings
As of December 31, 1996, the Companies had no
borrowings or secured debt.
Insurance Regulation
WMA Life Bermuda
WMA Life is registered as an insurer and is
subject to regulation and supervision in Bermuda under
the Insurance Act 1978, as amended, and Related
Regulations.
The Insurance Act imposes on Bermuda insurance
companies solvency and liquidity standards and auditing
and reporting requirements and grants to the Minister of
Finance (the "Minister") powers to supervise, investigate
and intervene in the affairs of insurance companies.
Cancellation of Insurer's Registration. An
insurer's registration may be canceled by the Minister on
certain grounds specified in the Insurance Act, including
failure of the insurer to comply with its obligations
under the Insurance Act or, if in the opinion of the
Minister after consultation with the Insurance Advisory
Committee, the insurer has not been carrying on business
in accordance with sound insurance principals.
Independent Approved Auditor. Every registered
insurer must appoint an independent auditor who will
annually audit and report on the Statutory Financial
Statements and the Statutory Financial Return of the
insurer, both of which, in the case of WMA Life, are
required to be filed annually with the Registrar of
Companies (the "Registrar"), who is the chief
administrative officer under the Insurance Act. The
auditor must be approved by the Minister as the
independent auditor of the 8
insurer. The approved auditor may be the same person or
firm which audits the insurer's financial statements and
reports for presentation to its shareholders.
Approved Actuary. WMA Life must appoint an
actuary approved by the Minister and file with the Annual
Statutory Financial Return an actuarial certificate in
the prescribed form.
Statutory Financial Statements. An insurer must
prepare Annual Statutory Financial Statements. The
Insurance Act prescribes rules for the preparation and
substance of such Statutory Financial Statements (which
include, in statutory form, a balance sheet, income
statement, statement of capital and surplus and detailed
notes thereto). The insurer is required to give detailed
information and analysis regarding premiums, claims,
reinsurance and investments. The Statutory Financial
Statements are not prepared in accordance with GAAP and
are distinct from the financial statements prepared for
presentation to the insurer's shareholders under the
Companies Act 1981 of Bermuda, which financial statements
may be prepared in accordance with GAAP. WMA Life is
required to submit the Annual Statutory Financial
Statements as part of the Annual Statutory Financial
Return.
Minimum Capital and Surplus and Solvency Margin.
The Insurance Act requires WMA Life to have a minimum
level of statutory capital and surplus of $250,000. In
addition, the Insurance Act provides that the statutory
assets of WMA Life must exceed its statutory liabilities
by at least $250,000. Statutory assets and liabilities
refer to those assets and liabilities established in
conformity with the requirements of the Insurance Act for
the statutory balance sheet.
Annual Financial Return. WMA Life is required to
file with the Registrar a Statutory Financial Return no
later than four months from the insurer's financial year
end (unless specifically extended). The Statutory
Financial Return includes, among other matters, a report
of the approved independent auditor on the Annual
Statutory Financial Statements of the insurer; a
declaration of the statutory ratios; a long-term business
solvency certificate; the Annual Statutory Financial
Statements themselves; and the opinion of the approved
Actuary. The solvency certificate and the declaration of
the statutory ratios must be signed by the Principal
Representative and at least two directors of the insurer
who are required to state (among other matters) whether
the minimum solvency margin has been met, and the
independent approved auditor is required to state whether
in its opinion is was reasonable for them to so state and
whether the declaration of the statutory ratios complies
with the requirements of the Insurance Act. Where an
insurer's accounts have been audited for any purpose
other than compliance with the Insurance Act, a statement
to that effect must be filed with the Statutory Financial
Return.
Supervision, Investigation and Intervention. The
Minister may appoint an inspector with extensive powers
to investigate the affairs of an insurer if the Minister
believes that an investigation is required in the
interest of the insurer's policyholders or persons who
may become policyholders. In order to verify or
supplement information otherwise provided to him, the
Minister may direct an insurer to produce documents or
information relating to matters connected with the
insurer's business.
If it appears to the Minister that there is a risk
of the insurer becoming insolvent or that it is in breach
of the Insurance Act or any conditions imposed upon its
registration, the Minister may (among other matters)
direct the insurer not to take on any new insurance
business; not to vary any insurance contract if the
effect would be to increase the insurer's liabilities;
not to make certain investments; to realize certain
investments; to maintain in Bermuda, or transfer to the
custody of a specified bank, certain assets; not to
declare or pay any dividends or other distributions or to
restrict the making of such payments; and to limit its
premium income.
Principal Representative. An insurer is required
to maintain a principal office in Bermuda and to appoint
and maintain a Principal Representative in Bermuda. For
the purpose of the Insurance Act, WMA Life's Principal
Representative and principal office is CFM Insurance
Managers, Ltd, 3rd Floor, 44 Church Street, Hamilton
Bermuda. Without a reason acceptable to the Minister, an
insurer may not terminate the appointment of its
Principal Representative, and the Principal
Representative may not cease to act as such, unless 30
days' notice in writing to the Minister is given of the
intention to do so. It is the duty of the Principal
Representative, within 30 days of his reaching the view
that there is a likelihood of the insurer for which he
acts becoming insolvent or its coming to his knowledge,
or his having reason to believe, that an "event" has
occurred, to make a report in writing to the Minister
setting out all the particulars of the case that are
available to him. Examples of such an "event" include
failure by the reinsurer to comply substantially with a
condition imposed upon the reinsurer by the Minister
relating to a solvency margin or a liquidity or other
ratio.
WMA Life United States
WMA Life is not admitted as authorized to do
business in any state of the United States. The
insurance laws of each state of the United States do not
directly regulate the sale of reinsurance within their
jurisdictions by alien insurers, such as WMA Life.
Nevertheless, the sale of reinsurance by alien
reinsurers, such as WMA Life, to insurance companies
domiciled or licensed in United States jurisdictions is
indirectly regulated by state "credit for reinsurance"
laws that operate to deny financial statement credit to
ceding insurers unless the non-admitted alien reinsurer
posts acceptable security for ceded liabilities and
agrees to certain contract provisions. The insurance
laws of United States jurisdictions generally exempt the
business of reinsurance from "doing business" laws. The
Company does not believe that WMA Life is subject to the
insurance laws of any state in the United States.
Company & Holding
The Company and Holding are not subject to
insurance regulation in the United States or Bermuda.
Competition
The reinsurance industry is highly competitive
and the Company will not be a major company within this
industry. Because of the relatively low anticipated
capitalization of WMA Life and the fact that WMA Life is
licensed only in Bermuda, it will be impractical for WMA
Life to effectively participate in the general
reinsurance market other than reinsuring policies sold by
WMA Agency. Without the support of WMA Agency, it is
unlikely that WMA Life would attract a substantial amount
of life reinsurance business due to the factors
enumerated above.
Employees
Other than Officers who currently serve without
direct compensation, the Companies have no employees and
have no current plans to employ any employees. Rather,
the Company intends to utilize the services of WMA
Management and WMA Agency until such time as the Board of
Directors deems it prudent to hire employees.
Item 2. Description of Property.
The Companies do not own or lease any real or
personal property (other than working capital items) nor
do they have any current plans to do so. Rather, the
Companies intend to utilizes the services of WMA
Management until such time as the respective Board of
Directors deem it prudent to acquire or lease real or
personal property.
Item 3. Legal Proceedings.
At December 31, 1996, neither the Company, Holding nor
WMA Life was involved in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security
Holders
No matters were submitted during 1996 to a vote of
security holders through the solicitation of proxies or
otherwise since at the time of the only annual meeting in
1996, the only security holder was Mr. Humphrey.
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
The Company did not pay or declare a dividend in
1996.
No public trading market exists for the Company's
securities and none is expected. There is no published
bid or ask price for the Company's securities.
As of December 31, 1996, 34.77% of the outstanding
securities of the Company were owned or controlled by
principal stockholders and their affiliates as follows:
500,000 Shares of Common Stock owned by Mr.
and Mrs. Humphrey;
301,483 Shares of Common Stock were subject to
proxies controlled by Mr. Humphrey.
During the past three years, the Company sold the
following securities:
(a) 500,000 Shares of unregistered Common
Stock to Mr. Humphrey at $.50 per share upon inception.
(1) No underwriter was involved in this sale
to Mr. Humphrey.
(2) These Shares of Common Stock were sold to
Mr. Humphrey for an aggregate consideration of $250,000.
(3) Exemption for this sale to Mr. Humphrey
is claimed pursuant to Section 4(2) of the Securities Act
of 1933 as a transaction by an issuer not including a
public offering. Mr. Humphrey signed a letter of
investment intent and the Shares of Common Stock bear a
restrictive legend.
(b) 1,805,550 Shares of Common Stock to
1006 investors pursuant to the Offering for an aggregate
consideration of $18,055,500.
(c) 500,000 Warrants to 303 investors
pursuant to the Offering for an aggregate consideration
of $500,000.
Item 6. Management's Discussion and Analysis or Plan
of Operation.
Business Plan
The Company's business plan over the next twelve
months consists of completing the Offering; the Company's
payment of any remaining Organization and Offering Costs
of the Companies; establishment of reserves to fund
expenses; the Company's contribution, or otherwise making
available the contribution, of the net proceeds from the
Offering to WMA Life in an amount sufficient to support
operations and growth of business; causing WMA Life to
maintain an adequate operating expense reserve;
continuing to cause WMA Life to acquire an investment
portfolio in the form of Investments to provide
sufficient liquid assets in order to meet potential
claims pursuant to the Reinsurance Agreements; monitoring
WMA Life's Investment Manager, Falcon Asset Management,
Inc.; managing the WRL, KILICO and ASLAC Reinsurance
Agreements, the Company's continued negotiation and
completion of the Reinsurance Agreements; causing WMA
Life to continue operating as a reinsurance company; and
to invest net proceeds from the Offering not required by
WMA Life to support existing reinsurance obligations in
investments in accordance with WMA Life's Investment
Standard. Management believes that the net proceeds of
the Offering accepted by the Company to date will be
adequate capital for WMA Life to sustain operations
during the next twelve months.
The Company expects its operating expenses over
the next twelve months to consist of payment of fees
relating to management, accounting, consulting and
actuarial services rendered; payment of expenses related
to compliance with corporate and tax matters, investment
management fees, custodial account fees and other
incidental administrative expenses. Holding's operating
expenses are expected to be nominal and consist
principally of accounting and administrative costs of
reporting to regulatory authorities, and fees for
business qualification. WMA Life's expenses during the
next twelve months are expected to consist of costs
associated with its operations as a reinsurance company,
which costs include expense allowances payable to ceding
insurance companies, payment of accounting fees, legal
fees, investment management fees, management service
fees, custodial account fees, and fees and expenses for
regulatory compliance in Bermuda.
None of the Companies expect to purchase or sell
any significant equipment nor expect that there will be
any significant change in the number of employees.
Item 7. Financial Statements.
The December 31, 1996 Financial Statements follow
on the next page.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Independent Auditors' Report
The Board of Directors
WMA International Corporation:
We have audited the accompanying consolidated balance
sheet of WMA International Corporation and subsidiaries
as of December 31, 1996, and the related consolidated
statements of operations, stockholders' equity, and cash
flows for the year then ended. These consolidated
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these consolidated financial statements
based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of WMA International
Corporation and subsidiaries as of December 31, 1996, and
the results of their operations and their cash flows, for
the year then ended in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
March 25, 1997
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1995
Assets
1996 1995
<S>
<C> <C>
Cash and cash equivalents $
1,980,201 307,034
Fixed maturity securities - available for sale (amortized
cost of $15,860,123) 15,678,474 -
Equity securities - available for sale (cost of $487,733)
479,016 -
Investment income due and accrued 181,265 -
Reinsurance receivables 30,396 -
Deferred offering costs -
298,538
Deferred acquisition costs 732,329 -
Deferred organization costs (net of accumulated
amortization of $25,692 at December 31, 1996) 161,177
176,357
Other assets
26,861 -
Total assets
$19,269,719 781,929
Liabilities and Stockholders' Equity (Deficit) 1996
1995
Liabilities:
Future policy benefits $ 614,477 -
Accrued expenses 141,983 -
Accrued interest - 12,995
Accounts payable 96,695 124,876
Due to stockholders 15,418 -
Notes payable - 748,679
Deferred tax liability 48,083
-
Total liabilities 916,656 886,550
Stockholders' equity (deficit):
Common stock, par value $.001, 10,000,000
authorized; 2,305,550 and 500,000 shares
issued in 1996 and 1995, respectively 2,306
500
Additional paid-in capital 18,286,667 249,500
Unrealized loss on securities available
for sale, net of taxes (125,641) -
Accumulated equity (deficit) 189,731 (354,621)
Total stockholders' equity (deficit) 18,353,063
(104,621)
Commitments (note 9)
Total liabilities and
stockholders' equity (deficit) $19,269,719 781,929
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Year ended December 31, 1996 and for the
Period March 9, 1995 Through December 31, 1995
1996 1995
<S>
<C> <C>
Revenues:
Gross premiums
$2,007,391 -
Net investment income
626,635 6,661
Total revenue 2,634,026 6,661
Benefits and expenses:
Benefits, claims, and settlement 976,635
-
Reinsurance premium allowances, net 576,297
-
Professional fees 137,251 328,867
Management fees 128,284 -
Other expense 82,802 3,014
Amortization of organization costs 25,692
-
Amortization of deferred acquisition costs
6,414 -
Interest expense 43,491 29,401
Total benefits and expenses 1,976,866
361,282
Net income (loss) before income taxes 657,160
(354,621)
Income tax expense 112,808 -
Net income (loss) after income taxes $544,352
(354,621)
Net income (loss) per share $0.44 (0.87)
Common shares used in computing income per share 1,246,500
408,219
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
PART I
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
Year ended December 31, 1996 and the
Period March 9, 1995 Through December 31, 1995
Additional
Number Common paid-in
of shares stock capital
<S> <C>
<C> <C>
Balance, March 9, 1995 - $
- -
Common stock issued 500,000 500
249,500
Net loss -
- -
Balance, December 31, 1995 500,000
500 249,500
Common stock issued 1,805,550 1,806
18,553,694
Net income - -
-
Unrealized loss in investments -
- -
Deferred offering costs -
- (516,527)
Balance, December 31, 1996 2,305,550
$ 2,306 18,286,667
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION> PART II
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
Year ended December 31, 1996 and the
Period March 9, 1995 Through December 31, 1995
Unrealized
Total
loss in Accumulated
stockholders'
investments equity (deficit)
equity (deficit)
<S>
<C> <C> <C>
Balance, March 9, 1995 - -
- - - -
Common stock issued - -
250,000
Net loss - (354,621)
(354,621)
Balance, December 31, 1995 - (354,621)
(104,621)
Common stock issued - -
18,555,500
Net income - 544,352
544,352
Unrealized loss in investments (125,641) -
(125,641)
Deferred offering costs -
- (516,527)
Balance, December 31, 1996 (125,641) 189,731
18,353,063
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year ended December 31, 1996 and the
Period March 9, 1995 Through December 31, 1995
1996
1995
<S>
<C> <C>
Cash flows from operating activities:
Net income (loss) $ 544,352 (354,621)
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization 32,106 -
Deferred tax expense 112,808 -
Change in:
Investment income due and accrued (181,265) -
Reinsurance receivables (30,396) -
Deferred acquisition costs (738,743) -
Other assets (26,861) -
Future policy benefits 614,477 -
Accrued expenses 141,983 -
Accrued interest (12,995) 12,995
Accounts payable (28,181) 65,095
Net cash provided by (used
in)
operating
activities 427,285 (276,531)
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 4,783,000 -
Purchase of available-for-sale securities(21,130,856) -
Net cash used in investing
activities (16,347,856) -
Cash flows from financing activities:
Issuance of common stock and warrants 18,555,500 250,000
Proceeds from borrowings under note payable -
750,000
Repayments of borrowings under note payable (748,679)
(1,321)
Offering costs (217,989) (298,538)
Organization costs (10,512) (116,576)
Increase in due to stockholders 15,418 -
Net cash provided by
financing activities 17,593,738 583,565
Net increase in cash and cash
equivalents 1,673,167 307,034
Cash and cash equivalents at beginning of period 307,034 -
Cash and cash equivalents at end of period $1,980,201 307,034
Supplemental disclosure of cash flow information - interest
paid $ 56,032
16,406
See accompanying notes to consolidated financial statements.
</TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996 and 1995
(1) Organization
WMA International Corporation ("International") is
an insurance holding company formed March 9, 1995.
The consolidated financial statements include the
assets, liabilities, and results of operations of
International and its two wholly-owned subsidiaries:
WMA Life Holding, Ltd. ("Holding"), a Bermuda
domiciled insurance holding company and WMA Life
Insurance Company Limited ("WMA Life"), a Bermuda
domiciled life reinsurance company (collectively, the
"Company").
The Company is engaged in U.S. ordinary life
reinsurance relating to the life insurance policies
of various national life insurance companies sold by
World Marketing Alliance, Inc. ("WMA"), a sales and
marketing organization. A major shareholder of
International owns a controlling interest in WMA and
WMA Management Services, Inc. ("WMA Management"),
which provide operating assistance to the Company for
a fee. WMA Management is primarily responsible for
the maintenance of the financial records of the
Company.
Reinsurance is an arrangement under which an
insurance company, the "reinsurer," agrees to
indemnify another insurance company, the ceding
company, for all or a portion of the insurance risks
underwritten by the ceding company. Reinsurance is
designed to (i) reduce the net liability on
individual risks, thereby enabling the ceding company
to increase the volume of business it can underwrite,
as well as increase the maximum risk it can
underwrite with a single policy; (ii) stabilize
operating results by leveling fluctuations in the
ceding company's loss experience; (iii) assist the
ceding company to meet applicable regulatory
requirements; and (iv) enhance the ceding company's
financial strength and surplus position.
(2) Summary of Significant Accounting Policies
Consolidation and Basis of Presentation. The
consolidated financial statements of the Company have
been prepared in accordance with generally accepted
accounting principles prescribed for stock life
insurance companies. The preparation of financial
statements in conformity with generally accepted
accounting principles requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and the reported
amounts of revenues and expenses during the reporting
period. Accounts that the Company deems to be
sensitive to changes in estimates include deferred
policy acquisition costs and future policy benefits.
In all instances, actual results could differ from
estimates.
The accompanying financial statements consolidate the
accounts of International and its subsidiaries, both
direct, subject to an ownership position of fifty
percent (50%) or more. All significant intercompany
balances and transactions have been eliminated.
In the prior year the Company was in development
stage.
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Investments. The Company classifies all fixed
maturity securities and equity securities as
"available for sale." Such securities are reported at
fair value. Fixed maturities available for sale are
so classified based upon the possibility that such
securities could be sold prior to maturity if that
action enables the Company to execute its investment
philosophy and appropriately match investment results
to operating and liquidity needs. Differences
between fair value and amortized cost of fixed
maturity securities, or purchase cost in the case of
equity securities, are reported as unrealized gains
or losses, net of applicable deferred taxes, in a
separate component of stockholders' equity.
Although no impairments in value have occurred
which would require adjustment to the carrying value
of securities, any such impairment identified in the
future would result in a reduction of the carrying
value and reflection of a corresponding realized
capital loss in the consolidated statements of
income. The Company's policy is to recognize such an
impairment when the projected cash flows of these
securities have been reduced on other than a
temporary basis so that the realizable value is
reduced to an amount less than the carrying value.
Investment income is recognized as it accrues or
is legally due. Realized gains and losses on sales
of investments are included in net income, as are
write-downs of securities where declines in value are
deemed to be other than temporary in nature. The
cost of investment securities sold is determined
based upon the specific identification method.
Unrealized gains and losses on marketable equity
securities and fixed maturity securities available
for sale, less applicable deferred income taxes, are
reflected as a direct charge or credit to
stockholders' equity.
The Company does not participate in investments
defined as derivatives under Statement of Financial
Accounting Standards No. 119, Disclosure about
Derivative Financial Instruments and Fair Value of
Financial Instruments. The statement is not expected
to affect the Company's results of operations in
future years assuming no change in the Company's
investment strategy.
Fair Value Disclosures. The carrying values of
cash and cash equivalents, accounts payable and due
to stockholders approximate their fair values due to
the short-term nature of these accounts. Please
refer to Note 2 for fair value information covering
the Company's investment portfolio.
Additional Information Regarding Statements of
Cash Flows. Cash and cash equivalents include cash
on deposit purchased with an original maturity of
three months or less.
Deferred Policy Acquisition Costs. Costs of
acquiring new business, which vary with and are
primarily related to the production of new business,
have been deferred to the extent that such costs are
deemed recoverable from future premiums. Such costs
include commissions and allowances as well as certain
development costs.
Deferred costs related to traditional life
insurance are amortized over the premium paying
period of the related policies in proportion to the
ratio of annual premium revenues to total anticipated
premium revenues. Such anticipated premium revenues
are estimated using the same assumptions used for
computing liabilities for future policy benefits.
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Reinsurance Premium Allowances. Allowances
represent a percentage of each reinsurance premium
which is paid or allowed by WMA Life to the ceding
company for each life reinsured.
Future Policy Benefits. Liabilities for future
benefits on life policies are established in an
amount adequate to meet the estimated future
obligations on policies in force. Liabilities for
future policy benefits under long-term life insurance
policies have been computed based upon expected
investment yields, mortality and withdrawal rates,
and other assumptions including estimates for
incurred but not reported losses. These assumptions
include a margin for adverse deviation and vary with
the characteristics of the plan of insurance, year of
issue, age of insured, and other appropriate factors.
Interest rates range from 6.0% to 7.0%. The
mortality and withdrawal assumptions are based on
industry experience and standards.
Policy and contract reserves are included in
future policy benefits on the consolidated balance
sheet. The Company has no policy contract liability
balances that would require fair value disclosure
under SFAS No. 107.
Income Taxes. The Company uses the asset and
liability method to record deferred income taxes.
Accordingly, deferred tax assets and liabilities are
recognized for the future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax bases, using
enacted tax rates expected to apply when such
temporary differences are expected to reverse.
Recognition of Revenues and Related Expenses.
Ordinary life premiums are recognized as revenue over
the premium paying periods of the policies. Benefits
and expenses are associated with earned premiums so
that profits are recognized over the life of the
related contract. This association is accomplished
through the provision for future policy benefits and
the amortization of deferred policy acquisition
costs.
Net Earnings Per Share. Net earnings per share
were computed by dividing net earnings by the
weighted-average number of common shares outstanding
during the period.
Deferred Offering Costs. Costs relating to the
common stock offering were deferred at December 31,
1995 and were offset against the proceeds of the
offering during 1996.
Deferred Organization Costs. Costs of organizing
the Company have been capitalized and are being
amortized over five years on the straight-line
method.
Reclassification. The Company has reclassified
the presentation of certain prior period information
to conform with the 1996
presentation.
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(2) Investments
Major categories of net investment income consist of the following:
Years ended
December 31,
1996 1995
<S>
<C> <C>
Fixed maturity securities $276,693 -
Short-term investments 384,997 6,661
661,690 6,661
Investment expense (35,055) -
Net investment income $626,635 6,661
</TABLE>
The amortized cost, unrealized gains and losses, and estimated fair values
of investments in
fixed maturity securities at December 31, 1996 are as follows:
<TABLE>
<CAPTION> Amortized Unrealized
Unrealized Fair
1996 gains cost
losses value
<S> <C> <C>
<C> <C>
Available for sale:
Fixed maturities:
U.S. Government
and agencies $6,558,639 221 30,382
6,528,478
Commercial and
industrial 7,998,112 - 127,322
7,870,790
Public utilities 797,718 - 17,044
780,674
Mortgage-backed
securities 505,654 - 7,122
498,532
15,860,123 221 181,870
15,678,474
Equity securities 487,733 - 8,717
479,016
$ 16,347,856 221 190,587
16,157,490
There were no investments in any entity in excess of ten percent (10%)
of stockholders' equity
at December 31, 1996, other than investments issued or guaranteed by the
U.S. Government.
Fixed maturity securities are valued based upon quoted market prices.
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
At December 31, 1996, the contracted maturities of investments in fixed
maturity securities were
as follows:
Amortized Fair
cost value
<S>
<C> <C>
Available for sale:
Due in one year or less $ 4,230,439
4,230,660
Due after one year through five years 3,105,241
3,079,870
Due after five years through ten years 7,690,836
7,546,235
Due after ten years 327,952 323,177
Mortgage-backed securities 505,655
498,532
$ 15,860,123 15,678,474
</TABLE>
Expected maturities will differ from contractual maturities because some
issuers have the right
to call or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Change in net unrealized losses was as follows:
Year ended
December 31,
1996
<S>
<C>
Fixed maturity equity securities available for sale $
181,649
Equity securities 8,717
$ 190,366
(3) Reinsurance
Retrocession reinsurance contracts do not relieve the Company from its
obligations to ceding
companies. Failure of retrocessionaires to honor their obligations could
result in losses to the
Company; consequently, allowances would be established for amounts deemed
uncollectible. At
December 31, 1996 and 1995, there were no retrocession agreements.
The Company has entered into two reinsurance contracts. As of December
31, 1996, the
majority of the reinsurance assumed is written through Western Reserve Life
Assurance Co. of Ohio
("WRL").
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The effect of reinsurance on premiums and amounts earned is as follows:
Year ended
December 31,
1996
<S>
<C>
Direct premiums and amounts assessed against
policyholders $ -
Reinsurance assumed 2,007,391
Reinsurance ceded -
Net premiums and amounts earned $ 2,007,391
</TABLE>
The effect of reinsurance on policyholder claims and other policy benefits
is as follows:
<TABLE>
<CAPTION>
Year ended
December 31,
1996
<S>
<C>
Direct $ -
Reinsurance assumed 976,635
Reinsurance ceded -
Net policyholder claims and benefits $ 976,635
</TABLE>
The impact of reinsurance on life insurance in force is shown in the following
schedule
(in millions):
<TABLE>
<CAPTION>
*
Assumed/
Life insurance in force Direct Assumed Ceded Net
net %
<S> <C> <C>
<C> <C> <C>
December 31, 1996 $ - 2,673
- 2,673 100%
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(4) Deferred Policy Acquisition Costs
The following reflects the amounts of policy acquisition costs deferred
and amortized:
Year ended
December 31,
1996
<S>
<C>
Deferred acquisition cost:
Assumed $ 732,329
Retroceded -
Net $ 732,329
Beginning of year $ -
Capitalized:
Assumed 738,743
Retroceded -
Amortized:
Assumed (6,414)
Retroceded -
End of year $ 732,329
(5) Income Tax
The Company determined its income tax expense and liability in
accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes.
Effective January 1, 1996, WMA Life made an irrevocable election under
section 953(d) of the
Internal Revenue Code of 1986, as amended, to treat WMA Life as a domestic
insurance
company for United Stated Federal income tax purposes. As a result of this
"domestic"
election, WMA Life is subject to U.S. taxation on its worldwide income as if
it were a U.S.
corporation.
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Total income taxes (benefit) for the year ended December 31, 1996 were
allocated as follows:
<S>
<C>
Tax attributable to:
Income from continuing operations $ 112,808
Unrealized losses on securities available for sale (64,725)
Total $ 48,083
</TABLE>
The Federal income tax expense from continuing operations for the years
ended December 31,
1996 and 1995 is as follows:
<TABLE>
<CAPTION> 1996 1995
<S>
<C> <C>
Current $ - -
Deferred 112,808
-
Total $ 112,808
-
</TABLE>
The income tax expense from continuing operations for the years ended
December 31, 1996
and 1995 differed from the amounts computed by applying the U.S. Federal
income tax rate of
34 percent to income before income taxes as a result of the following:
<TABLE>
<CAPTION>
Years ended December 31, 1996 1995
<S> <C>
<C>
Computed expected tax expense $223,434 (120,571)
Change in valuation allowance (117,307) -
Other, net 6,681 3,264
Total$ 112,808 (117,307)
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying
values of assets and liabilities for financial reporting purposes and
Federal income tax purposes.
The net deferred tax liability at December 31, 1996 and 1995 is composed of
the following
amounts:
Years ended December 31, 1996 1995
<S>
<C> <C>
Deferred tax assets:
Policy acquisition costs $ 12,903 -
Deferred organizational costs 20,673 33,083
Net operating loss carryforward 166,615 84,224
Unrealized losses on securities held for sale 64,724
-
Gross deferred tax assets: 264,915 117,307
Less valuation allowance - (117,307)
Net deferred tax assets 264,915
- - - -
Deferred tax liabilities:
Policy benefit reserves 64,006 -
Deferred acquisition costs 248,992
- - - -
Gross deferred tax liabilities 312,998
- - - -
Net deferred tax liabilities $ 48,083
- - - -
</TABLE>
The net change in the total valuation allowance for the year ended
December 31, 1996 was a
decrease of $117,307. There were no valuation allowances for deferred tax
assets as of
December 31, 1996 since it is management's belief that it is more likely
than not that the
deferred tax assets will be realized. However, the amount of the deferred
tax asset could be
reduced in the near term if estimates of future taxable income are reduced.
(6) Related Party Transactions
The Company receives certain management and consulting services from WMA
and WMA
Management, an affiliate of WMA. During the year ended December 31, 1996,
the Company
paid $76,875 and $47,805 to WMA and WMA Management, respectively, for these
services.
During 1995, WMA funded certain expenditures incurred for the organization
of the Company
and for the related public offering. The Company has reimbursed all amounts
paid to WMA
for such expenditures.
(7) Statutory Restrictions
International's subsidiary, WMA Life, is a Bermuda - domiciled insurance
company, and as such,
is subject to the restrictions of the Bermuda Insurance Act of 1978. The
most significant of
these restrictions is that WMA Life must maintain a minimum of $250,000
capital and surplus.
Through funding from International, WMA Life met this restriction.
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(8) Capital Infusion
Pursuant to a registration statement filed with
the Securities and Exchange Commission, the Company
sold 500,000 common stock warrants at $1 per warrant
entitling the owner to purchase one share of common
stock at $10 per share (411,742 of which were
exercised) and 1,393,808 shares of $0.001 par value
common stock at $10 per share during 1996. Total
proceeds from such offering aggregated $18,555,500,
which when netted against offering costs of $516,527,
resulted in a net increase in common stock and paid-in capital of
$18,038,973. Common stock warrants for
the purchase of 88,258 shares of common stock remain
outstanding at December 31, 1996.
(9) Commitments and Contingent Liabilities
From time to time, the Company may be subject to
reinsurance-related litigation and arbitration in the
normal course of business. Management does not
believe that the Company is a party to any such
pending litigation or arbitration which would have a
material adverse effect on its future operations.
The Company has obtained a letter of credit in
favor of an unaffiliated insurance company from which
the Company assumes business. This allows the ceding
company to take statutory reserve credit. The letter
of credit represents a guarantee of performance under
the reinsurance agreement. At December 31, 1996, the
approximate amount of the outstanding letter of
credit was $1,000,000.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.
Snyder, Camp, Stewart & Company, LLP was
previously the principal accountants for WMA
International Corporation. On December 4, 1996, that
firm's appointment as principal accountants was
terminated and KPMG Peat Marwick LLP was engaged as
principal accountants. The decision to change
accountants was approved by the Board of Directors.
In connection with the audit of the period from
inception (March 9, 1995) through December 31, 1995, and
the subsequent interim period through December 4, 1996,
there were no disagreements with Snyder, Camp, Stewart &
Company, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make
reference in connection with their opinion to the subject
matter of the disagreement.
The audit report of Snyder, Camp, Stewart &
Company, LLP on the financial statements of WMA
International Corporation as of December 31, 1995 and for
the period from inception (March 9, 1995) through
December 31, 1995, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting
principles.
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons: Compliance With Section 16(a)
of the Exchange Act.
Directors and Officers of the Companies:
COMPANY
S. Hubert Humphrey, Jr., Director, President (March 9,
1995 to present)
Mr. Humphrey, 54, is also a director (January 4,
1991 to present) and President and Chief Executive
Officer (February 25, 1993 to present) of WMA Agency, a
corporation engaged in the sale of insurance and other
financial service products; a director and president
(August 7, 1995 to present) of WMA Life, a corporation
engaged in reinsurance business; a director and president
(August 7, 1995 to present) of Holding, formerly a
corporation engaged in the business of holding stock in
WMA Life, but now an inactive subsidiary of the Company;
a director and president (June 12, 1995 to present) of
WMA Management, a corporation engaged in providing
executive management services; a director and president
(March 6, 1992 to present) of WMA Mortgage Services,
Inc., a corporation engaged in helping borrowers obtain
mortgage financing; a director (March 17, 1995 to
present) of WMA Investment Advisors, Inc., a registered
investment adviser engaged in providing investment advice
to customers, a director and president (June 12, 1995 to
present) of WMA Advisory Services, Inc., a registered
investment adviser engaged in providing asset allocation
modeling investment advisory services and the owner of
WMA Securities, Inc., a securities brokerage firm, and
WMA Consumer Services, Inc., a consumer financial
services firm.
Mr. Humphrey has been involved in the financial
services field for 17 years. Until November 1, 1991 he
was associated as an independent sales contractor with
the A. L. Williams Agency, a nationwide financial
services company. The A. L. Williams Agency was acquired
by Primerica Financial Services, Inc. ("PFS") in 1989.
Mr. Humphrey left PFS in November of 1991 to form World
Marketing Alliance, Inc. which began operations on
December 1, 1991. Mr. Humphrey was also a director,
president, and owner of Williams, Humphrey & Associates,
Inc., and insurance agency, from 1978 until November 25,
1991.
Mr. Humphrey may be deemed the "parent,"
"promoter" and "control person" of the Company as those
terms are defined in the rules and regulations
promulgated under the Exchange Act.
Thomas W. Montgomery, Director and Executive Vice
President and Secretary (March 9, 1995 to present)
Mr. Montgomery, 47, is also an Executive Vice
President (March 1, 1994 to present) of WMA Agency, a
corporation engaged in the sale of insurance and other
financial service products; a director and vice president
(August 7, 1995 to present) of WMA Life, a corporation
engaged in reinsurance business; a director and vice
president (August 7, 1995 to present) of Holding,
formerly a corporation engaged in the business of holding
stock in WMA Life, but now an inactive subsidiary of the
Company; a director, vice president and secretary (June
12, 1995 to present) of WMA Management, a corporation
engaged in providing executive management services; a
director (March 17, 1995 to present) and president
(September 1, 1995 to present) of WMA Investment
Advisors, Inc., a corporation engaged in providing
investment advice to customers; a director and vice
president (June 12, 1995 to present) of WMA Advisory
Services, Inc., a corporation engaged in providing asset
allocation modeling investment advisory services, and a
director and President of WMA Consumer Services, Inc., a
consumer financial services firm.
Mr. Montgomery is a certified public accountant,
and is a former audit and tax partner in the accounting
firms of Richter & Company, P.C. and Davis, Crittenden,
Richter & Fletcher, where he worked from 1973 to 1994
after graduation from Norman College and Florida State
University. As a certified public accountant, Mr.
Montgomery has represented Mr. Humphrey and his various
business interests including WMA Agency between 1981 and
1994.
C. Simon Scupham, Director (April 1, 1996 to present).
Mr. Scupham, 43, is the President of CFM Insurance
Managers, Ltd., a Bermuda corporation incorporated in
1988 providing professional management services to
international companies operating in Bermuda. He is a
qualified Chartered Accountant (CA) and Associate Fellow
of the Institute of Mathematics and its Applications.
Mr. Scupham is also President of Mutual Risk Management
(Bermuda) Ltd. and Shoreline Mutual Management (Bermuda)
Limited. Prior to CFM, Mr. Scupham served as the
director of Bermuda operations for the Kemper Group.
Edward F. McKernan, Senior Vice President and Actuary
(April 1, 1996 to present).
Mr. McKernan, 41, is also a Senior Vice President
and Actuary (April 1, 1996 to present) of WMA Agency, and
Vice President of WMA Life (April 1, 1996 to present).
Immediately prior to joining the Company, Mr. McKernan
was a Senior Manager in the Life Actuarial Consulting
Practice of KPMG Peat Marwick LLP. Apart from his tenure
with KPMG, Mr. McKernan was also a consultant with
Tillinghast, a Towers Perrin company, which is an
international actuarial consulting firm, and was employed
by several life insurance companies. He is a Fellow of
the Society of Actuaries (1988) and a Member of the
American Academy of Actuaries (1985).
HOLDING
S. Hubert Humphrey, Jr., Director and President (August
7, 1995 to present). For biographical information, see
above.
Thomas W. Montgomery, Director and Vice President (August
7, 1995 to present). For biographical information, see
above.
C. Simon Scupham, Director (August 7, 1995 to present).
For biographical information, see above.
Lisa Joanne Marshall, Director (August 7, 1995 to
present).
Ms. Marshall, 36, is a partner with the Bermuda
law firm of Conyers, Dill & Pearman (since April, 1991
and three years prior to that an associate with the same
firm). Ms. Marshall has over ten years experience as a
corporate attorney and is one of the partners responsible
for the said firm's insurance practice. The said firm is
affiliated with Codan Services Limited, a Bermuda company
which provides corporate secretarial services to both
Holding and WMA Life. In connection with such services,
Ms. Marshall serves as a non-executive director on both
Holding and WMA Life so that, together with Mr. Scupham,
each company complies with the Bermuda law requirement
that there be a quorum of directors resident in Bermuda.
Christopher Bickley, an associate with the said firm, was
previously appointed as Ms. Marshall's alternate on the
boards for both Holding and WMA Life.
Andre J. Dill, Secretary (August 7, 1995 to present).
Mr. Dill, 42, is a manager of Codan Services
Limited (see biographical information on Ms. Marshall
above) and has held such position for over ten years.
His experience includes acting as corporate secretary to
many insurance companies incorporated in Bermuda.
Christopher Regan, Alternate Director to Mr. Scupham
(December 18, 1996 to present).
Mr. Regan, 34, is a Vice President of Mutual Risk
Management (Bermuda) Ltd. and is responsible for the CFM
Insurance Managers's portfolio of clients. Mr. Regan was
with CFM for four years prior to CFM's merger with Mutual
in 1995 and spent two years prior to that with KPMG Peat
Marwick's Bermuda office. Mr. Regan qualified as a
Chartered Accountant with Deloitte, Haskins & Sells in
Manchester, England in 1988 and worked for that firm for
five years. Mr. Regan attended Manchester University and
received a B.Sc. in mathematics.
Christopher Bickley, Alternate Director to Ms. Marshall
(August 7, 1995 to December 18, 1996).
Mr. Bickley, 28, is an associate (corporate
attorney) with the Bermuda law firm, Conyers, Dill &
Pearman since January, 1994 and for two years prior to
that a trainee solicitor with a London law firm
previously known as Turner Kenneth Brown which was merged
subsequently with the London law firm Nabarro Nathanson.
Prior to being a trainee solicitor, Mr. Bickley obtained
an L.L.B. with honors from Southampton University,
England and passed his Solicitors Final Examinations at
Lancaster Gate, London, England.
Charles G. Collis, Alternate Director to Ms. Marshall
(December 18, 1996 to present).
Mr. Collis, 35, has been an associate (corporate
attorney) with the Bermuda law firm, Conyers, Dill &
Pearman since 1990. He obtained an LLB with honors from
University College London, England and passed his
Solicitors Final Examinations at The Inns of Court
School, London, England in 1989. Mr. Collis has a BA in
Economics and Commerce from the University of Toronto,
Toronto, Canada.
WMA LIFE
S. Hubert Humphrey, Jr., Director and President (August
7, 1995 to present). For biographical information, see
above.
Thomas W. Montgomery, Director and Vice President (August
7, 1995 to present). For biographical information, see
above.
C. Simon Scupham, Director (August 7, 1995). For
biographical information, see above.
Edward F. McKernan, Vice President and Actuary (April 1,
1996 to present). For biographical information, see
above.
Lisa Joanne Marshall, Director (August 7, 1995 to
present). For biographical information, see above.
Andre J. Dill, Director and Secretary (August 7, 1995 to
present). For biographical information, see above.
Christopher Regan, Alternate Director to Mr. Scupham
(December 18, 1996 to present). For biographical
information, see above.
Christopher Bickley, Alternate Director to Ms. Marshall
(August 7, 1995 to December 18, 1996). For biographical
information, see above.
Charles G. Collis, Alternate Director to Ms. Marshall
(December 18, 1996 to present). For biographical
information, see above.
CFM Insurance Managers, Ltd.
CFM Insurance Managers, Ltd. ("CFM") is the
Principal Representative for WMA Life in Bermuda pursuant
to a written agreement with CFM. Under Bermuda law, the
primary duty of the Principal Representative to make a
report in writing to the Bermuda Minister of Finance
within 30 days of such Principal Representative having
reached the view that there is a likelihood of the
insurer for which he acts becoming insolvent or it coming
to his knowledge, or his having reason to believe, that
an "event" has occurred, setting out all the particulars
of the case that are available to the Principal
Representative. In addition, it is anticipated that
certain local accounting and administrative functions for
WMA Life will be conducted by CFM pursuant to a written
agreement.
CFM was, until October 19, 1995, a member of the
CFM Group ("Group"), which was an independent, privately
owned group of companies providing professional
management services to a range of international clients.
The founding company, Commodity & Financial Management,
was formed in early 1985 and has developed a client base
of public and private international companies operating
in the business fields of trading, shipping,
manufacturing, finance and investments. CFM was
incorporated in 1988 with the specific objective of
providing insurance management services to insurance and
reinsurance companies. On October 19, 1995 CFM was
acquired by Mutual Risk Management Ltd., a New York stock
exchange registered company, which is a worldwide
independent insurance management company.
CFM provides a participatory style of management
in advising clients in attaining an understanding of the
Bermuda insurance environment, international tax
structure and financial market. As a local manager, CFM
has provided or will provide such services as:
coordinating the licensing and incorporation process of
Holding and WMA Life; furnishing representation in
Bermuda regulatory and other insurance matters; providing
administrative, accounting and financial management
services; administering cash receipts, disbursements and
short-term investments in accordance with the established
investment policy; assisting with the preparation of all
statutory returns; assisting with the coordination of any
letter of credit arrangements; assisting in arranging
legal services; and assisting in organizing directors'
and shareholders' meetings.
Item 10. Executive Compensation.
The Directors and Officers of the Companies
currently serve without compensation. However,
reasonable compensation may be paid in the future.
Item 11. Security Ownership of Certain Beneficial
Owners and Management.
As of December 31, 1996, 500,000 shares (21.69%)
of the outstanding common stock of the Company was owned
by Mr. Humphrey, who has sole voting and investment power
over these shares. In addition, Mr. Humphrey holds a
proxy on 301,483 shares of the outstanding common stock
of the Company which represents an additional control by
Mr. Humphrey of 13.08% of the outstanding common stock of
the Company. Mr. Humphrey may be deemed the "parent" and
a "Promoter" of the Company as that term is defined in
the rules and regulations promulgated under the
Securities Act of 1933, as amended. As such, Mr.
Humphrey, controls the Board of Directors of the Company
and is able to approve all major corporate transactions.
Mr. Humphrey has pledged all 500,000 of his shares
of Common Stock to Money Services, Inc., a subsidiary of
Aegon USA, Inc., the parent of Western Reserve Life
Assurance Co. of Ohio, in connection with a multimillion
dollar loan in excess of $10 million dollars to WMA
Agency. Should WMA Agency default on this loan, Money
Services, Inc. would have voting control, and potentially
ownership, of Mr. Humphrey's shares of Common Stock.
Also, pursuant to the requirement of various state
securities departments, Mr. Humphrey and Money Services,
Inc. have agreed to a Stock Escrow Agreement which
provides for further restrictions on Mr. Humphrey's
shares of Common Stock.
Item 12. Certain Relationships and Related
Transactions.
In March, 1995, Mr. Humphrey acquired 500,000
shares of Common Stock for a $250,000 demand loan or $.50
per share, which represented 100% of the outstanding
common stock of the Company at that time. The loan was
paid off on June 19, 1995. As of December 31, 1996, Mr.
Humphrey effectively controls 34.77% of the outstanding
shares of Common Stock.
WMA Agency and WMA Securities are in the business
of marketing and distributing various insurance and
financial service products on behalf of various national
life insurance companies through approximately 37,000
independent contractor agents operating in 50 states.
A significant part of WMA Agency's business
involves the sale of variable insurance products, such as
variable universal life insurance and variable annuities.
Variable insurance products are considered both insurance
products under applicable state insurance laws as well as
securities under applicable federal and state securities
laws. For insurance law purposes, sales commissions
payable with respect to sale of these type products must
be paid to a licensed insurance agency such as WMA
Agency. However, for securities law purposes, sales
commissions must be paid to an NASD member broker-dealer.
Under prevailing regulatory approved industry practices,
commissions payable by insurance companies with respect
to the sale of variable insurance products can be paid
directly to an insurance agency which is affiliated or
contractually associated with a broker-dealer. WMA
Securities, Inc., a corporation controlled by Mr.
Humphrey, is a broker-dealer. WMA Securities, Inc. and
WMA Agency have entered into various selling agreements
with insurance companies pursuant to which WMA
Securities, Inc. is authorized as a broker-dealer, and
WMA Agency is authorized as an insurance agency, to sell
variable insurance products, and pursuant to which WMA
Securities, Inc. has undertaken to assume responsibility
for compliance by the WMA Sales Agents with applicable
securities laws pertaining to the sale of such products.
Such selling arrangements exist with over 40 variable
life and/or variable annuity companies. Among these
companies are Western Reserve Life Assurance Co. of Ohio,
Kemper Investors Life Insurance Company, Fortis
Investors, Inc., American Skandia Life Assurance
Corporation and others. Variable products marketed
include variable universal life insurance, second-to-die
variable universal life insurance and variable annuities.
WMA Agency also has a large portfolio of non-variable
products such as fixed annuities, universal life
insurance, interest sensitive whole life insurance, term
life insurance, major medical health insurance, long term
care insurance and supplemental cancer coverage. These
products are offered through selling appointments with
various companies including The Midland Life Insurance
Company, Zurich Kemper Life, American Life & Casualty,
First Penn Pacific, William Penn, Bankers United Life
Assurance Company, and American Western Life Insurance
Company.
WMA Agency has been reimbursed by the Company for
approximately $185,000 for Organizational and Offering
Costs paid by WMA Agency.
WMA Agency previously entered into a loan
agreement with Money Services, Inc., a subsidiary of
Aegon USA, Inc., the parent of Western Reserve Life
Assurance Co. of Ohio, to provide WMA Agency with a
multimillion dollar credit facility in excess of $10
Million. Part of the loan proceeds were allocated for
use by WMA Agency to provide WMA Agency with sufficient
capital to make loans to WMA Agents ( the "Agency Loans")
to acquire Shares of Common Stock. As of December 31,
1996, there were a total of 31 WMA Agents who had
borrowed a total of $1,001,838 to acquire 301,483 Shares
of Common Stock. Pursuant to the Agency Loans, the
301,483 Shares of Common Stock are pledged to WMA Agency
as security for the Agency Loans and proxies executed in
favor of WMA Agency for voting such Shares of Common
Stock for so long as the Agency Loan is outstanding.
In connection with this credit facility loan, Mr.
Humphrey has pledged all 500,000 of his shares of Common
Stock to Money Services, Inc. Should WMA Agency default
on this loan, Money Services, Inc. would have voting
control, and potentially ownership, of Mr. Humphrey's
shares of Common Stock.
The Directors and principal Officers of WMA Agency
are Mr. Humphrey, Director, President and Chief Executive
Officer; Norma P. Humphrey, Director and Secretary; and,
Thomas W. Montgomery, Executive Vice-President. Mr. and
Mrs. Humphrey and Mr. Montgomery control WMA Agency.
Pursuant to certain requirements of various state
securities departments, Mr. Humphrey and Money Services,
Inc. have agreed to enter into a Stock Escrow Agreement
(the "Escrow Agreement") the primary purpose of which is
to limit Mr. Humphrey's ability to transfer his shares of
Common Stock except and until specific conditions have
been met. Basically, the Escrow Agreement provides that
upon the release by Money Services, Inc. of any of Mr.
Humphrey's shares of Common Stock, Mr. Humphrey and Money
Services, Inc. are required to deposit any such released
shares of Common Stock with the Escrow Agent, Fidelity
National Bank, (the "Escrow Agent") to be held by the
Escrow Agent and not released to Mr. Humphrey until the
earlier of the fifth anniversary date of the Escrow
Agreement or:
1. When the Company during any fiscal period after the
effective date of the Offering has net earnings,
computed in accordance with generally accepted
accounting principles equal to twenty-five percent
(25%) of the aggregate Offering amount sold from the
effective date of the Offering to the end of the
fiscal period being tested; or
2. When the Company in each of any two consecutive
fiscal years after the effective date of the Offering
has net earnings, computed in accordance with
generally accepted accounting principles, equal to
ten percent (10%) of the aggregate Offering amount
sold from the effective date of the Offering to the
end of the fiscal period being tested; or
3. When the shares of Common Stock are publicly traded
for ninety (90) consecutive days at a price of not
less than $17.50 per share in a reliable public
market such as the New York Stock Exchange, The
American Stock Exchange or the NASDAQ National Market
System.
The Companies have entered into a management
agreement with WMA Management, owned 100% by Mr.
Humphrey, pursuant to which WMA Management will be
responsible for the day-to-day activities of the Company,
Holding and WMA Life.
CFM Managers is currently acting as the Principal
Representative for WMA Life pursuant to a written
agreement with CFM. Under Bermuda law, the primary duty
of the Principal Representative to make a report In
writing to the Bermuda Minister of Finance within 30 days
of such Principal Representative having reached the view
that there is a likelihood of the insurer for which he
acts becoming insolvent or it coming to his knowledge, or
his having reason to believe, that an "event" has
occurred, setting out all the particulars of the case
that are available to the Principal Representative. The
president of CFM is C. Simon Scupham, a Director of
Holding and WMA Life. In addition to CFM acting as WMA
Life's Principal Representative, it has agreed to perform
certain limited local accounting and administrative
functions for WMA life. The cost of this agreement in
1996 was $63,114.
The terms of transactions between the Company and
its Management, Principal Stockholder, Control Persons,
Promoters and their Affiliates necessarily involve
conflicts of interests and, as such, the terms of such
transactions may not necessarily be equivalent to the
terms of transactions entered into between unrelated
parties pursuant to arms length negotiations. All
ongoing and future transactions of the Company have been
and will be on terms no less favorable than could be
obtained from independent third parties.
Item 13. Exhibits and Reports on Form 8-K.
One report was required to be filed on Form 8-K.
Exhibit
Number Description of Exhibit
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Shareholders' Agreement (3)
4.2 Specimen Stock Certificate (2)
4.3 Subscription Agreement (3)
4.4 Revised Specimen Warrant (4)
4.5 Loan Agreement between WMA Agency and
Offering Subscribers (3)
10.1 Form of Escrow Agreement between Registrant\
and Fidelity National Bank as Escrow Agent.(2)
10.2 Form of Promotional Share Escrow Agreement (3)
10.3 Loan Agreement with Money Services, Inc. (3)
10.4 Loan Agreement between Money Services, Inc.
and WMA Agency (3)
10.5 Management Agreement with WMA Management (3)
16.1 Letter on change in Certifying Accountant (5)
23.2 Consent of KPMG Peat Marwick LLP (Attached)
[FOOTNOTES ON NEXT PAGE]
FOOTNOTES TO PRECEDING PAGE:
(1) Filed On June 28, 1995 as part of the Registration
Statement and incorporated herein by reference
pursuant to Rule 12b-23.
(2) Filed On September 22, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(3) Filed on November 17, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(4) Filed on December 20, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(5) Filed on December 21, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) WMA International Corporation
By (Signature and Title)
S. Hubert Humphrey, Jr., President and Director
Date:_________________
In accordance with the Exchange Act, this report has been signed below
by the
following persons on behalf of the registrant and In the capacities and on the
dates
indicated.
By (Signature and Title)
S. Hubert Humphrey, Jr., President and Director
Date:_________________
By (Signature and Title)
Thomas W. Montgomery, Executive Vice President
Chief Financial Officer, Secretary/Treasurer,
and Director
Date:_________________
Supplemental information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-reporting Issuers
(a) Except to the extent that the materials enumerated In (1)
and/or (2) below
are specifically incorporated into this Form by reference (In which case, see
rule 12b-23(b)), every issuer which files an annual report on this form under
Section 15(d) of
the Exchange Act shall furnish the Commission for its information, at the time
of filing
its report on this Form, four copies of the following:
(1) Any annual report to security holders covering the
registrant's last
fiscal year; and
(2) Every proxy statement, form of proxy or other proxy
soliciting
material sent to more than ten of the registrant's security
holders with
respect to any annual or other meeting of security holders.
(b) The Commission will not consider the material to be "filed" or
subject to
the liabilities of Section 18 of the Exchange Act, except if the issuer
specifically
incorporates it In its annual report on this Form by reference.
(c) If no such annual report or proxy material has been sent to
security
holders, a statement to that effect shall be included under this caption. If
such report
or proxy material is to e furnished to security holders subsequent to the
filing of the
annual report on this Form, the registrant shall so state under this caption
and shall
furnish copies of such materials to the Commission when it is sent to security
holders.
NO ANNUAL REPORT OR PROXY MATERIALS HAVE BEEN SENT TO
SECURITY HOLDERS.
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Thomas W.
Montgomery as his true and lawful attorney-In-fact and agent with full power of
substitution, for him and In his name, In any and all capacities, to sign any
or all
amendments to the 10-KSB Statement filed by WMA International Corporation, to
file the same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-In-fact and agent may lawfully do or cause to
be
done by virtue hereof.
Pursuant to the requirements of the Exchange Act of 1933, this Form
10-KSB
has been signed by the following persons In the capacities indicated on March
__,
1997.
Signature Date Title
S. Hubert Humphrey, Jr. _____________ President and Director
_____________________ _____________ Executive Vice
President,
Thomas W. Montgomery Chief
Financial Officer,
Secretary/Treasurer
and Director
Exhibit 23.2
The Board of Directors
WMA International Corporation
We consent to incorporation by reference in the registration statement (No.
33-94226-A) on Form SB-2 of WMA International Corporation of our report dated
March 25, 1997, relating to the consolidated balance sheet of WMA International
Corporation and subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the year ending December 31, 1996, which report appears in the
December 31, 1996, annual report on Form 10-KSB of WMA International
Corporation.
Atlanta, Georgia KPMG Peat Marwick LLP
April 14, 1997
