UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 0-4366
REGAN HOLDING CORP.
(Exact name of registrant as specified in its charter)
CALIFORNIA 68-0211359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2090 MARINA AVENUE, PETALUMA, CALIFORNIA 94954
(Address of principal executive offices and Zip Code)
(707) 778-8638
(Registrant's telephone number, including area code)
Securities registered under
Section 12(g) of the Exchange Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $21,571,000 as of September 30, 2002.
There is currently no trading market for the registrant's stock.
Accordingly, the foregoing aggregate market value is based upon the price at
which the registrant has repurchased its stock during the 60 days prior to the
date of this filing.
As of September 30, 2002, the number of shares outstanding of the
registrant's Series A Common Stock was 24,370,000 and the number of shares
outstanding of the registrant's Series B Common Stock was 569,000. The
registrant has no other shares outstanding.
2
INTRODUCTORY NOTE
This amended annual report on Form 10-K/A (Amendment No. 1) for the fiscal
year ended December 31, 2001 is being filed to amend Part IV, Item 14 (Exhibits,
Financial Statement Schedules, and Reports on Form 8-K) to add audited financial
statements of prospectdigital, LLC, a wholly-owned subsidiary of Regan Holding
Corp., as Exhibit 99.1.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Index to Exhibits and Financial Statement Schedules:
1. The following financial statements are included in Item 8:
(i) Independent Accountants Report.
(ii) Consolidated Balance Sheet as of December 31, 2001 and 2000.
(iii)Consolidated Statement of Operations for the years ended
December 31, 2001, 2000, and 1999.
(iv) Consolidated Statement of Shareholders' Equity for the years
ended December 31, 2001, 2000, and 1999.
(v) Consolidated Statement of Cash Flows for the years ended
December 31, 2001, 2000, and 1999.
(vi) Notes to Consolidated Financial Statements.
2. Financial statement schedules are omitted because the information
is not required or has been included in the financial statements and
related notes.
3. The following exhibits are included in response to Item 14(c):
3(a) Restated Articles of Incorporation. (1)
3(b)(2) Amended and Restated Bylaws of the Company. (5)
10(a) Administrative Services Agreement effective January 1, 1991,
as amended, between Allianz Life Insurance Company
of North America and the Company.(2)
10(b)(1) Marketing Agreement effective June 1, 1993, as amended,
between American National Insurance Company and the
Company.(2)
10(b)(2) Amendment Three to Marketing Agreement with American National
Insurance Company.(3)
10(b)(3) Amendment Four to Marketing Agreement with American National
Insurance Company.(3)
10(b)(4) Amendment Five to Marketing Agreement with American National
Insurance Company.(4)
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(1) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1994.
(2) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 1996.
(3) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and six months ended June 30, 1998.
(4) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1998.
(5) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 2000.
10(b)(5) Amendment Six to Marketing Agreement with American National
Insurance Company (5)
10(b)(6) Amendment Seven to Marketing Agreement with American National
Insurance Company.(2)
10(b)(7) Amendment Eight to Marketing Agreement with American National
Insurance Company.(3)
10(b)(8) Amendment Nine to Marketing Agreement with American National
Insurance Company.(3)
10(b)(9) Amendment Ten to Marketing Agreement with American National
Insurance Company.(4)
10(b)(10) Amendment Eleven to Marketing Agreement with American
National Insurance Company.(9)
10(b)(11) Amendment Twelve to Marketing Agreement with American
National Insurance Company.(9)
10(b)(12) Amendment Thirteen to Marketing Agreement with American
National Insurance Company. (10)
10(b)(13) Amendment Fourteen to Marketing Agreement with American
National Insurance Company. (11)
10(b)(14) Amendment Sixteen to Marketing Agreement with American
National Insurance Company. (12)
10(b)(15) Amendment Seventeen to Marketing Agreement with American
National Insurance Company. (13)
10(b)(16) Amendment Eighteen to Marketing Agreement with American
National Insurance Company. (13)
10(b)(17) Amendment Nineteen to Marketing Agreement with American
National Insurance Company. (14)
10(b)(18) Amendment Twenty to Marketing Agreement with American
National Insurance Company. (15)
10(b)(19) Amendment Twenty One to Marketing Agreement with American
National Insurance Company. (16)
10(b)(20) Amendment Twenty Two to Marketing Agreement with American
National Insurance Company. (17)
10(b)(21) Amendment Twenty Three to Marketing Agreement with American
National Insurance Company. (17)
10(b)(22) Amendment Twenty Four to Marketing Agreement with American
National Insurance Company. (18)
10(b)(23) Amendment Twenty Five to the Marketing Agreement with
American National Insurance Company. (19)
10(b)(24) Amendment Twenty Six to the Marketing Agreement by and
between Legacy Marketing Group and American National
Insurance Company. (20)
10(b)(25) Amendment Twenty Seven to the Marketing Agreement by and
between Legacy Marketing Group and American National
Insurance Company.
10(c)(1) Insurance Processing Agreement effective June 1, 1993, as
amended, between American National Insurance Company and the
Company.(1)
10(c)(2) Amendment to Insurance Processing Agreement with American
National Insurance Company.(2)
10(c)(3) Amendment Two to Insurance Processing Agreement with American
National Insurance Company.(3)
10(c)(4) Amendment Three to Insurance Processing Agreement with
American National Insurance Company.(4)
10(c)(5) Amendment Four to Insurance Processing Agreement with
American National Insurance Company.(5)
10(c)(6) Amendment Five to Insurance Processing Agreement with
American National Insurance Company.(5)
10(c)(7) Amendment Six to Insurance Processing Agreement with American
National Insurance Company.(6)
10(c)(8) Amendment Seven to Insurance Processing Agreement with
American National Insurance Company.(7)
10(c)(9) Amendment Eight to Insurance Processing Agreement with
American National Insurance Company.(7)
10(c)(10) Amendment Nine to Insurance Processing Agreement with
American National Insurance Company.(8)
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(1) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1994.
(2) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months ended March 31, 1998.
(3) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and six months ended June 30, 1998.
(4) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 1998.
(5) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1998.
(6) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months ended March 31, 1999.
(7) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and six months ended June 30, 1999.
(8) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 1999.
(9) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1999.
(10) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months ended March 31, 2000.
(11) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the three months and six months ended June 30, 2000.
(12) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 2000.
(13) Incorporated herein by reference to the Company's Form S-1/A Post Effective
Amendment No. 1, dated February 2, 2001.
(14) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 2000.
(15) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the three months ended March 31, 2001.
(16) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the six months ended June 30, 2001.
(17) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the nine months ended September 30, 2001.
(18) Incorporated herein by reference to the Company's Form S-2/A, Amendment No.
2, dated February 11, 2002.
(19) Incorporated herein by reference to the Company's annual report or Form
10-K for the year ended December 31, 2001.
(20) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the three months and six months ended June 30, 2002.
10(c)(11) Amendment Ten to Insurance Processing Agreement with American
National Insurance Company.(4)
10(c)(12) Amendment Eleven to Insurance Processing Agreement with American
National Insurance Company.(4)
10(c)(13) Amendment Twelve to Insurance Processing Agreement with American
National Insurance Company. (5)
10(c)(14) Amendment Thirteen to Insurance Processing Agreement with
American National Insurance Company. (6)
10(c)(15) Amendment Fifteen to Insurance Processing Agreement with American
National Insurance Company.(7)
10(c)(16) Amendment Sixteen to Insurance Processing Agreement with American
National Insurance Company. (9)
10(c)(17) Amendment Seventeen to Insurance Processing Agreement with
American National Insurance Company. (9)
10(c)(18) Amendment Eighteen to Insurance Processing Agreement with
American National Insurance Company. (10)
10(c)(19) Amendment Nineteen to Insurance Processing Agreement with
American National Insurance Company. (11)
10(c)(20) Amendment Twenty to Insurance Processing Agreement with American
National Insurance Company. (12)
10(c)(21) Amendment Twenty One to Insurance Processing Agreement with
American National Insurance Company.(14)
10(c)(22) Amendment Twenty Two to Insurance Processing Agreement with
American National Insurance Company.(14)
10(c)(23) Amendment Twenty Three to Insurance Processing Agreement with
American National Insurance Company.(15)
10(c)(24) Amendment Twenty Four to Insurance Processing Agreement with
American National Insurance Company.(16)
10(c)(25) Amendment Twenty Five to Insurance Processing Agreement with
American National Insurance Company.(17)
10(c)(26) Amendment Twenty Six to Insurance Processing Agreement with
American National Insurance Company.
10(d) Form of Producer Agreement.(1)
10(e) Settlement Agreement dated June 18, 1993, among the State of
Georgia as receiver for and on behalf of Old Colony Life
Insurance Company, other related parties and the Company.(1)
10(f) 401(K) Profit Sharing Plan & Trust dated July 1, 1994.(1)
10(g) Marketing Agreement effective January 1, 1996 between IL Annuity
and Insurance Company and the Company.(2)
10(h) Insurance Processing Agreement effective January 1, 1996 between
IL Annuity and Insurance Company and the Company.(2)
10(i) Marketing Agreement effective May 29, 1998 between Transamerica
Life Insurance and Annuity Company and Legacy Marketing Group.(3)
10(i)(1) Amendment Two to Marketing Agreement with Transamerica Life
Insurance and Annuity Company.(12)
10(i)(2) Amendment Three to Marketing Agreement with Transamerica Life
Insurance and Annuity Company.(14)
10(j)(1) Administrative Services Agreement effective May 29, 1998 between
Transamerica Life Insurance and Annuity Company and Legacy
Marketing Group, as amended.(3)
10(j)(2) Amendment to the Administrative Services Agreement with
Transamerica Life Insurance and Annuity Company.(4)
10(j)(3) Amendment Two to the Administrative Services Agreement with
Transamerica Life Insurance and Annuity Company.(4)
10(j)(4) Amendment Three to Administrative Services Agreement with
Transamerica Life Insurance and Annuity Company. (12)
10(j)(5) Amendment Four to Administrative Services Agreement with
Transamerica Life Insurance and Annuity Company.(14)
10(k)(1) Agreement of Purchase and Sale, dated March 8, 2001, by and
between Regan Holding Corp. and G & W/Lakeville Corporate
Center, LLC. (13)
10(k)(2) Promissory Note by and between Regan Holding Corp. and Washington
Mutual Bank FA dated July 10, 2002.(17)
10(l) Producer Stock Award and Stock Option Plan, as amended.(8)
10(m) 1998 Stock Option Plan, as amended.(8)
21 Subsidiaries of the Registrant(16)
99.1 Prospectdigital, LLC audited financial statements.
99.2 Certification pursuant to 18 U.S.C. Section 1350.
99.3 Certification pursuant to 18 U.S.C. Section 1350.
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(1) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1994.
(2) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1995.
(3) Incorporated herein by reference to the Company's Form 8-K, dated June 1,
1998.
(4) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1999.
(5) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months ended March 31, 2000.
(6) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and six months ended June 30, 2000.
(7) Incorporated herein by reference to the Company's quarterly Form 10-Q for
the three months and nine months ended September 30, 2000.
(8) Incorporated herein by reference to the Company's Definitive Proxy
Statement dated July 31, 2001.
(9) Incorporated herein by reference to the Company's Form S-1/A Post Effective
Amendment No. 1, dated February 2, 2001.
(10) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 2000.
(11) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the three months ended March 31, 2001.
(12) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the six months ended June 30, 2001.
(13) Incorporated herein by reference to the Company's Form 8-K, dated June 21,
2001.
(14) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the nine months ended September 30, 2001.
(15) Incorporated herein by reference to the Company's Form S-2/A, Amendment No.
2, dated February 11, 2002.
(16) Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 2001.
(17) Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the three months and six months ended June 30, 2002
(b) Reports on Form 8-K filed during the quarter ended December 31, 2001.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
REGAN HOLDING CORP.
By: /s/ Lynda L. Regan Date: October 23, 2002
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Lynda L. Regan
Chairman and Chief Executive Officer
I, Lynda L. Regan, certify that:
(1) I have reviewed this amended annual report on Form 10-K/A of Regan
Holding Corp.;
(2) Based on my knowledge, this amended annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended annual report; and
(3) Based on my knowledge, the financial statements, and other financial
information included in this amended annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended annual
report.
Date: October 23, 2002
/s/ Lynda L. Regan
------------------------
Lynda L. Regan
Chairman and Chief Executive Officer