1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 ________ Date of Report (Date of earliest event reported): October 24, 1996 ________ JOHN ADAMS LIFE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-13969 95-4081667 - ---------- ------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 11845 W. Olympic Blvd., Suite 905, Los Angeles, California 90064 -------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (310) 444-5252 ________ 1 2 Item 5. Other Events. On October 24, 1996, the registrant and Unified Life Insurance Company, a Texas corporation, entered into a Stock Purchase Agreement (the "Agreement") for the sale by registrant of its capital stock of John Adams Life Insurance Company of America ("JALIC"). The purchase price set forth in the Agreement is $3,350,000, subject to adjustments as provided in the Agreement. Registrant could also receive up to an additional $1,200,000 over a three-year period as commissions from certain of the policies being transferred to the purchaser. The commissions are dependent on the persistency of the policies and other conditions set forth in an Amendment to the Supervising General Agent's Commission Agreement between JALIC and registrant's wholly owned subsidiary, Firingline Corporation, which serves as JALIC's general agent. The sale by registrant of its 99.6% ownership interest in JALIC is subject to fulfillment of certain conditions, including, but not limited to, approval of the transaction by the California and Texas Departments of Insurance and by registrant's shareholders. Item 7. Financial Statements and Exhibits (b) Exhibits (1) Stock Purchase Agreement by and between Unified Life Insurance Company and John Adams Life Corporation for the capital stock of John Adams Life Insurance Company of America. (2) Amendment to Supervising General Agent's Commission Agreement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JOHN ADAMS LIFE CORPORATION Date: October 31, 1996 Benjamin A. De Motto ------------------------------ Benjamin A. De Motto President and Chief Executive Officer 2 3 INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------ ------------------- 1 Stock Purchase Agreement by and between Unified Life Insurance Company and John Adams Life Corporation for the capital stock of John Adams Life Insurance Company of America. 2 Amendment to Supervising General Agent's Commission Agreement. 3