1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 1997 Commission File Number 1-7255 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Florida 59-1219710 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1776 American Heritage Life Drive, Jacksonville, Florida 32224 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (904) 992-1776 Former name, former address and former fiscal year, if changed since last report N/A 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 --- ---- Number of registrant's shares of common stock outstanding at October 31, 1997 13,952,078 2 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) SEPTEMBER 30, 1997 DECEMBER 31, 1996 ------------------ ----------------- (Amounts in thousands, except share and per share amounts) ASSETS Investments: Debt securities, available-for-sale, at fair value (cost of $842,752 in 1997 and $512,900 in 1996) $ 866,473 521,916 Equity securities, available-for-sale, at fair value (cost of $21,467 in 1997 and $21,465 in 1996) 40,343 34,520 Mortgage loans on real estate 67,849 53,736 Investment real estate, at cost 475 453 Policy loans 444,015 399,608 Short-term investments 11,047 1,216 ----------- --------- Total investments 1,430,202 1,011,449 ----------- --------- Cash 23,202 21,672 Agents' balances and prepaid commissions 34,924 35,730 Premiums receivable 49,246 40,989 Accrued investment income 37,967 24,958 Deferred acquisition costs 227,986 173,699 Property and equipment, at cost, less accumulated depreciation 31,690 28,926 Reinsurance receivables 12,098 13,423 Other assets 37,793 19,271 ----------- --------- Total assets $ 1,885,108 1,370,117 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Policy liabilities: Future policy benefits $ 285,900 203,396 Policyholders' account balances 1,008,774 681,098 Unearned premiums 53,562 52,279 Policy and contract claims 55,868 51,261 ----------- --------- Total policy liabilities 1,404,104 988,034 Notes payable to banks 31,590 85,459 Deferred income taxes 45,126 32,344 Other liabilities 54,232 35,337 ----------- --------- Total liabilities 1,535,052 1,141,174 ----------- --------- AHLIC-obligated mandatorily redeemable preferred securities of subsidiaries holding solely subordinated debentures of AHLIC 103,500 -- ----------- --------- Stockholders' equity: Common stock of $1 par value. Authorized 35,000,000 in 1997 and 1996; issued 14,020,861 in 1997 and 13,967,253 in 1996 14,021 13,967 Additional paid-in capital 42,528 42,644 Retained earnings 178,533 163,460 Yield enhancement, contract and issuance costs of mandatorily redeemable preferred securities (9,552) -- Net unrealized investment gains (losses) 22,532 12,158 ----------- --------- 248,062 232,229 Less cost of 68,782 in 1997 and 153,728 in 1996 common shares in treasury 1,506 3,286 ----------- --------- Total stockholders' equity 246,556 228,943 ----------- --------- Total liabilities and shareholders' equity $ 1,885,108 1,370,117 =========== ========= See accompanying notes to consolidated financial statements. 1 3 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- -------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- (Amounts in thousands, except share and per share amounts) Income: Insurance revenues $ 206,945 191,608 75,120 66,620 Net investment income 77,990 57,499 26,778 19,273 Other income 443 -- 443 -- Realized investment gains, net 310 283 146 125 ----------- ---------- ---------- ---------- Total income 285,688 249,390 102,487 86,018 ----------- ---------- ---------- ---------- Benefits, claims and expenses: Benefits and claims 131,746 109,972 48,890 38,626 Underwriting, acquisition and insurance expenses: Taxes, commissions and general expenses 90,088 87,526 31,181 30,194 Amortization of deferred acquisition costs 22,763 19,119 8,310 6,188 Other operating expenses 6,380 3,047 2,602 1,114 ----------- ---------- ---------- ---------- Total benefits, claims and expenses 250,977 219,664 90,983 76,122 ----------- ---------- ---------- ---------- Earnings before income taxes 34,711 29,726 11,504 9,896 Income taxes 11,482 9,517 3,820 3,167 ----------- ---------- ---------- ---------- Net earnings $ 23,229 20,209 7,684 6,729 =========== ========== ========== ========== Net earnings per share of common stock $ 1.68 1.46 .55 .49 =========== ========== ========== ========== Dividends declared per share $ .59 .68 .20 .19 =========== ========== ========== ========== Average number of shares outstanding 13,825,422 13,829,602 13,847,411 13,816,527 =========== ========== ========== ========== See accompanying notes to consolidated financial statements. 2 4 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) 1997 1996 --------- -------- (Amounts in thousands, except share and per share amounts) Common stock: Balance at beginning of period $ 13,967 13,933 Other shares issued 54 34 --------- -------- Balance at end of period 14,021 13,967 --------- -------- Additional paid-in capital: Balance at beginning of period 42,644 42,215 Excess over par value on shares issued 542 317 Net change on exercise of stock options (658) 112 --------- -------- Balance at end of period 42,528 42,644 --------- -------- Retained earnings: Balance at beginning of period 163,460 148,454 Add net earnings 23,229 20,209 --------- -------- 186,689 168,663 Deduct cash dividends declared on common stock - $.59 per share in 1997 and $.68 per share in 1996 (8,156) (9,401) --------- -------- Balance at end of period 178,533 159,262 --------- -------- Yield enhancement, contract and issuance costs of mandatorily redeemable preferred securities at end of period (9,552) -- --------- -------- Net unrealized investment gains (losses): Balance at beginning of period 12,158 16,772 Change during the period 10,374 (6,809) --------- -------- Balance at end of period 22,532 9,963 --------- -------- Treasury stock: Balance at beginning of period 3,287 2,045 Add treasury shares purchased (19,406 shares in 1997 and 56,451 shares in 1996) 504 1,241 Less treasury shares surrendered (104,352 shares in 1997) (2,285) -- --------- -------- Balance at end of period 1,506 3,286 --------- -------- Total stockholders' equity $ 246,556 222,550 ========= ======== See accompanying notes to consolidated financial statements. 3 5 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOW NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) 1997 1996 --------- ------- (Amounts in thousands) Operating activities: Net earnings $ 23,229 20,209 Adjustments to reconcile net earnings to net cash provided by operating activities: Change in agents' balances and prepaid commissions 807 2,413 Change in premiums receivable (8,012) (2,002) Change in accrued investment income (7,563) (4,882) Change in reinsurance receivables 3,272 (4,242) Amortization of deferred acquisition costs 22,763 19,119 Acquisition costs deferred (31,295) (27,001) Change in future policy benefits 10,802 (4,671) Change in policyholders' account balances 59,209 36,201 Change in unearned premiums 824 (1,323) Change in policy and contract claims 1,556 535 Change in income taxes 2,575 5,519 Provision for depreciation and amortization 1,654 1,983 Change in unearned investment income 277 (237) Other, net (1,552) 9,657 --------- -------- Net cash provided by operating activities 78,546 51,278 --------- -------- Investing activities: Sales of debt securities 35,543 10,844 Maturities of debt securities 47,266 23,702 Sales (purchases) of short-term investments, net (5,094) 12,225 Sales of equity securities 2,390 1,737 Maturities of mortgage loans on real estate 2,948 2,132 Policy loans paid 24,025 21,275 Acquisitions, net of cash acquired (50,876) -- Purchases of debt securities (99,305) (67,127) Purchases of equity securities (342) (4,483) Origination of mortgage loans on real estate (14,711) (17,609) Policy loans made (49,212) (34,915) Purchases and additions of property and equipment and investment real estate (3,628) (2,148) Other, net 2,171 5,296 --------- -------- Net cash used by investing activities (108,825) (49,071) --------- -------- Financing activities: Change in notes payable to banks, net (60,839) 7,190 Proceeds from securities offering, net 98,939 -- Dividends to stockholders (8,157) (9,401) Other, net 1,866 1,013 --------- -------- Net cash provided (used) by financing activities 31,809 (1,198) --------- -------- Increase in cash 1,530 1,009 Cash, beginning of period 21,672 20,682 --------- -------- Cash, end of period $ 23,202 21,691 ========= ======== See accompanying notes to consolidated financial statements. 4 6 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (UNAUDITED) (1) In the opinion of management, the accompanying consolidated financial statements, which are unaudited include all adjustments necessary to present fairly the consolidated results of operations and financial position of the Company for the periods indicated. However, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements, schedules and notes thereto included in the Company's Form 10-K for the year ended December 31, 1996. (2) The financial statements of the Company's life insurance operations, primarily the operations of American Heritage Life Insurance Company (AHL) and Columbia Universal Life Insurance Company (CUL), have been included in the consolidated financial statements on the basis of generally accepted accounting principles. (3) On March 3, 1997, the Company closed on the acquisition of Columbia Universal Corporation which markets individual life, annuity and supplemental health products to selected markets. Amounts for CUL are reflected in the Company's September 30, 1997 financial statements. On June 30, 1997, the Company closed on the acquisition of Concord General Life Insurance Company (Concord General) which primarily markets supplemental life and health insurance products through worksite marketing. The acquisition was included in the balance sheet at September 30, 1997, and the earnings statement for the third quarter of 1997. Effective July 31, 1997, the Company acquired ERJ Insurance Group, Inc. (ERJ), a credit insurance marketing organization. The acquisition was included in the balance sheet at September 30, 1997 and the earnings statement from July 31, 1997. On September 30, 1997, the Company acquired the U.S. worksite marketing business of Security Life of Denver, a member of the ING Group. The acquisition was reflected in the balance sheet at September 30, 1997. (4) During the second quarter of 1997, the Company completed an offering of mandatorily redeemable preferred securities, raising $103.5 million, the net proceeds of which were used to retire bank debt. (5) Earnings per share of common stock were based on the weighted average number of shares outstanding during each period, excluding treasury shares. Options outstanding to purchase common stock had no significant dilutive effect on earnings per share. (6) Current accrued income taxes were included in other liabilities in the amount of $388,983 at September 30, 1997 and $100,000 at December 31, 1996, in the accompanying consolidated balance sheets. (7) The Company's insurance subsidiaries, like other insurance companies, are currently defendants in lawsuits that involve claims for punitive, exemplary or other extracontractual damages, which are for amounts substantially in excess of the actual damages sought. Management considers such litigation regrettably to be of the type to which insurance companies are usually and customarily subjected to in the ordinary course of business and to date the settlements of such claims of this nature have not been material to the financial position of the Company. In the opinion of management, based on the currently ascertained facts of the pending litigation, which the Company intends to vigorously defend, the ultimate resolution of such litigation should not be material to the financial position of the Company. 5 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERIODS ENDED SEPTEMBER 30, 1997 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1996 RESULTS OF OPERATIONS American Heritage Life Investment Corporation (AHLIC) and subsidiaries (the "Company") are engaged primarily in the life insurance business. The Company's consolidated earnings are primarily attributable to its principal insurance subsidiaries, American Heritage Life Insurance Company (AHL) and Columbia Universal Life Insurance Company (CUL). Significant changes in the components of the consolidated results of operations for the comparative periods are presented below. The Company acquired Columbia Universal for $44 million in cash on March 3, 1997. Effective December 31, 1996, the Company acquired a block of business from Kentucky Home Mutual Life Insurance Company with approximately $1.8 million of premiums and premium equivalents and $3.3 million of assets. On June 30, 1997, the Company closed on the acquisition of Concord General Life Insurance Company (Concord General) for a total consideration of $7.5 million. Effective July 31, 1997, AHLIC acquired ERJ Insurance Group, Inc., a credit insurance marketing organization. These acquisitions were reflected in the Company's financial statements at September 30, 1997. Effective September 30, 1997, the Company acquired the U.S. worksite marketing business from Security Life of Denver, a member of the ING Group (ING), with approximately $14.0 million of premiums. The ING acquisition is included in the balance sheet at September 30, 1997. Pursuant to generally accepted accounting principles (GAAP), insurance revenues for reporting purposes include only the mortality, expense, and surrender charges for interest-sensitive products. Insurance revenues do not include group and credit premium equivalents and cash deposits from interest-sensitive products. Insurance revenues for the nine months ended September 30, 1997 were $206.9 million, an increase of 8.0% from the $191.6 million for the same period in 1996. For the three months ended September 30, 1997, insurance revenues were $75.1 million versus $66.6 million for the same period in 1996, an increase of 12.8%. These increases were due primarily to an increase in long-term care revenues and the inclusion of CUL revenues of $10.5 million and $3.6 million for the nine months and three months ended September 30, 1997, respectively, with no comparable amounts in 1996. As a result of more of the ordinary life business being interest-sensitive, the group business being on a self-funded or split-funded basis and the credit business being written on a reinsurance/administrative services only basis, in which only the fees charged are included in insurance revenues for GAAP purposes, it is important to evaluate insurance revenues including premium equivalents. Including premium equivalents of $274.2 million and $222.9 million for the nine months ended September 30, 1997 and 1996, respectively, insurance revenues, including premium equivalents, were $481.2 million and $414.5 million, up 16.1% in 1997. For the three months ended September 30, 1997 and 1996, insurance revenues, including premium equivalents of $89.8 million and $82.9 million, respectively, were $164.9 million and $149.5 million, respectively, up 10.3% in 1997. These increases in insurance revenues including premium equivalents were due in part to an increase in long-term care revenues. Additionally, for the nine months ended September 30, 1997, credit insurance revenues and premium equivalents were up due to increased sales of reinsurance, which generally provides less risk to the Company and an increase in administrative services only business. Also, CUL revenues and premium equivalents were $36.2 million and $9.9 million for the nine months and three months ended September 30, 1997, respectively, with no comparable amounts in 1996. 6 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERIODS ENDED SEPTEMBER 30, 1997 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1996 RESULTS OF OPERATIONS (CONTINUED) For the nine months ended September 30, 1997, net investment income was $78.0 million, an increase of 35.6% over the $57.5 million reported for the same period in 1996. Net investment income for the three months ended September 30, 1997 was $26.8 million compared to $19.3 million for the three months ended September 30, 1996, or an increase of 38.9%. These increases in net investment income for the nine months and three months ended September 30, 1997 compared to the same periods in 1996 were due primarily to an increase in invested assets, and $19.0 million and $6.5 million of investment income for CUL for the nine months and three months ended September 30, 1997, respectively, with no comparable amounts in 1996. These increases were partially offset by a decrease in Management Security Plan (MSP) policy loan interest due to a decrease in the average rate charged (7.93% in 1997 versus 9.13% in 1996) on increased policy loan balances (see page 9 for discussion regarding MSP loans.) The effective yield on invested assets for the nine months ended September 30, 1997 was 7.56% compared to 7.77% for the same period in 1996. Excluding MSP policy loans, the effective yield was 7.42% for the nine months ended September 30, 1997 and 7.02% for the same period of 1996. Benefits and claims were $131.7 million for the nine months ended September 30, 1997, up 19.8% from the $110.0 million for the same period in 1996. For the three months ended September 30, 1997, benefits and claims totaled $48.9 million compared to $38.6 million for the same period in 1996, or an increase of 26.6%. These increases for the nine months and three months ended September 30, 1997 versus 1996 were due primarily to increased ordinary benefits, including increased dread disease and individual accident and health claims and an increase in reserves for long-term care business due to its growth. Also, 1997 included benefits and claims for CUL of $19.3 million and $6.5 million for the nine months and three months ended September 30, with no comparable amounts for 1996. Taxes, commissions, and general expenses aggregated $90.1 million for the first nine months of 1997 versus $87.5 million for the first nine months of 1996, or an increase of 2.9%. For the three months ended September 30, 1997, taxes, commissions, and general expenses were $31.2 million compared to $30.2 million for the same period in 1996, or an increase of 3.3%. These increases for the nine months and three months were primarily due to CUL taxes, commissions, and general expenses of $5.9 million and $2.2 million, respectively, for 1997 with no comparable amounts for 1996, partially offset by a decrease in credit commissions and taxes as a result of increased reinsured business. Pursuant to GAAP, the initial costs directly associated with selling, underwriting, and processing traditional ordinary insurance products are deferred and amortized over the premium-paying period of the related policies. For interest-sensitive products, these costs are amortized over the lives of the policies in relation to the present value of estimated gross profits from surrender charges and investment, mortality, and expense margins. These costs increase as the amount of sales and insurance in force increase. The charge to earnings for acquisition costs of ordinary insurance is comprised of two components: (1) the amortization of costs for policies which remain in force, and (2) the write-off of unamortized costs related to policies which are terminated. For the nine months ended September 30, 1997, the amortization of deferred acquisition costs was $22.8 million compared to $19.1 million for the comparable period in 1996, or an increase of 19.1%. For the three months ended 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERIODS ENDED SEPTEMBER 30, 1997 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1996 RESULTS OF OPERATIONS (CONTINUED) September 30, 1997, the amortization of deferred acquisition costs were $8.3 million compared to $6.2 million for the comparable period in 1996, or an increase of 34.3%. These increases in amortization expense were primarily due to increased amortization from the growth of business in force and CUL amortization of $2.8 million and $1.0 million, respectively, for the nine months and three months ended September 30, 1997 with no comparable amounts for 1996. For the nine months ended September 30, 1997, other operating expenses were $6.4 million compared to $3.0 million for the same period in 1996, an increase of 109.4%. For the three months ended September 30, 1997, other operating expenses were $2.6 million compared to $1.1 million for the same period of 1996, or an increase of 133.7%. These increases were due primarily to an increase in interest expense as a result of an increase in the amount of average outstanding bank debt and the interest on the mandatorily redeemable preferred securities issued at the end of the second quarter of 1997. For the nine months ended September 30, 1997, the increase in the amount of average outstanding bank debt included increased debt related to the acquisition of CUL. Income taxes increased 20.6% for the nine months ended September 30, 1997 from the same period in 1996, primarily as a result of an increase in net earnings and a higher effective tax rate. For the nine months ended September 30, 1997 and 1996, the effective tax rate was 33.1% and 32.0%, respectively. The increase in the effective tax rate was primarily due to the earnings of the companies acquired in 1997 being taxed at a rate of 35% in 1997. LIQUIDITY AND CAPITAL RESOURCES The Company is engaged primarily in the life insurance business. The principal subsidiaries, AHL and CUL, generate major sources of cash flow from premiums collected for traditional insurance products, deposits, and policy charges for interest-sensitive products and investment income attributable to the life insurance operations and associated investment portfolio. This results in a significant portion of the Company's assets being liquid. Such assets are made up of cash, short-term investments, and readily marketable securities. As an insurer, the Company is required to maintain substantial liabilities for future policy benefits and policyholders' account balances. Since premiums and deposits received in anticipation of such benefits are investable funds, it is expected that the Company will continue to increase its investment portfolio using cash flow from operations. The increase in net cash provided by operating activities for the nine months ended September 30, 1997, compared to the same period in 1996, was due primarily to 1996 including the funding of surrenders of certain ordinary life policies and funding the return of certain group claim reserves with no such comparable fundings for 1997. The increase in net cash used by investing activities for the nine months ended September 30, 1997 versus the same period in 1996 was due primarily to the acquisition of CUL, Concord General, and ERJ. 8 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERIODS ENDED SEPTEMBER 30, 1997 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1996 LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) The increase in net cash provided by financing activities for the nine months ended September 30, 1997, compared to the same period in 1996, was due primarily to the proceeds from the mandatorily redeemable preferred securities offering, which was partially offset with the net reduction of $60.8 million of debt. The Company's policy loans are a higher percentage of invested and total assets than industry norm as a result of a significant block of Management Security Plan (MSP) business. The MSP product is an interest-sensitive, deferred compensation/executive benefit-type product with the policy loan feature being an integral part of the product. A market rate of interest is charged on the policy loans, and a predetermined built-in spread is achieved between the interest rate charged on the policy loans and the interest rate credited on the loaned funds. Accordingly, all MSP policy loans are completely collateralized by the underlying policyholders' account balances. All policy loans are funded out of cash provided by operating activities and do not represent a significant restriction on the Company's liquidity. At September 30, 1997, the fair value of the Company's debt and equity security portfolio aggregated $906.8 million compared with an amortized cost of $864.2 million, or an unrealized gain of $42.6 million. At December 31, 1996, the fair value of the portfolio aggregated $556.4 million compared with an amortized cost of $534.4 million, or an unrealized gain of $22.0 million. This change in the unrealized gain was primarily due to changes in market conditions. The Company's amortized cost of high-yield bonds (rated below BBB by Standard & Poor's Corporation and excluding non-rated and private placements) at September 30, 1997 aggregated $31.6 million with a market value of $32.6 million. At market value, these investments represented 1.7% of total assets, or 2.3% of total invested assets. Such holdings were not material to invested assets nor is it expected that any subsequent gains or losses on these securities would be material to the operations of the Company. AHLIC is a holding company, and its liquidity is largely dependent on the ability of its subsidiaries, primarily AHL, to pay dividends and on external financings. As a result, AHLIC borrows on an interim basis through lines of credit with its major banks to cover any short-term cash requirements which may occur. The decrease in bank debt at September 30, 1997, compared to the amount at December 31, 1996, reflected the paydown of bank debt with the proceeds of the securities offering. At September 30, 1997, the debt to total capital (excluding unrealized investment gains) ratio was 8.8%. 9 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company's insurance subsidiaries, like other insurance companies, are currently defendants in lawsuits that involve claims for punitive, exemplary, or other extracontractual damages, which are for amounts substantially in excess of the actual damages sought. Management considers such litigation, regrettably, to be of the type to which insurance companies are usually and customarily subjected to in the ordinary course of business and, to date, the settlement of such claims of this nature have not been material to the financial position of the Company. In the opinion of management, based on the currently ascertained facts of the pending litigation which the Company intends to vigorously defend, the ultimate resolution of such litigation should not be material to the financial position of the Company. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 27 Financial Data Schedule (for SEC purposes only) (b) (1) Form 8-K dated July 25, 1997 Item 4. Change in Registrant's Certifying Accountant Item 7. Financial Statements and Exhibits - letter dated July 28, 1997 from KPMG Peat Marwick LLP to the SEC (2) Form 8-KA dated July 25, 1997 Item 4. Change in Registrant's Certifying Accountant Item 7. Financial Statements and Exhibits - letter dated July 28, 1997 from KPMG Peat Marwick LLP to the SEC - letter dated August 28, 1997 from KPMG Peat Marwick LLP to the SEC 10 12 PART II - OTHER INFORMATION SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized. AMERICAN HERITAGE LIFE INVESTMENT CORPORATION (REGISTRANT) Date 11/12/97 /s/ C. Richard Morehead ------------- --------------------------------------------------- C. Richard Morehead, President and Chief Operating Officer (Authorized Officer) Date 11/12/97 /s/ John K. Anderson, Jr. ------------- --------------------------------------------------- John K. Anderson, Jr., Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 11