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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-13969
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q SB [ ] Form N-SAR
For Period Ended: September 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Items 1 and 2 of Part I are omitted.
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PART I -- REGISTRANT INFORMATION
John Adams Life Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
11845 W. Olympic Boulevard, Suite 905
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Address of Principal Executive Office (Street and Number)
Los Angeles, CA 90064
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alvin S. Milder 310 444-5252
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report of
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made. See Exhibit 2
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John Adams Life Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 12, 1996 By /s/ BENJAMIN A. DeMOTTO
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Benjamin A. DeMotto
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
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JOHN ADAMS LIFE CORPORATION
EXHIBIT 1 to Form 12b-25
Registrant's accounting department had difficulty analyzing certain accounts
because of the intricacies of a coinsurance arrangement entered into during the
quarter between Registrant's subsidiary, John Adams Life Insurance Company of
America and Unified Life Insurance Company.
EXHIBIT 2 to Form 12b-25
Registrant anticipates a significant change in the results of operations from
the third quarter of 1995, because of an anticipated significant loss
attributable to the GAAP accounting treatment of the coinsurance arrangement
referred to in Exhibit 1 above. A reasonable estimate of the results of the
GAAP treatment of the arrangement cannot be made at this time.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _____________to_____________
Commission file number 0-13969
JOHN ADAMS LIFE CORPORATION
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(Exact name of small business issuer as specified in its charter)
California 95-4081667
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11845 W. Olympic Boulevard, Suite 905, Los Angeles, California 90064
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(Address of principal executive offices)
Issuer's telephone number:
(310) 444-5252
Former Address: Not Applicable
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
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The number of shares outstanding of the issuer's common stock (no par
value) as of November 12, 1996, was 2,864,700.
Transitional Small Business Disclosure Format (check one):
Yes No x
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Disclosure items 1 and 2 of Part I are omitted.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any legal proceedings that in
management's opinion could result in a material adverse effect on the
Company's financial condition or results of operation.
Item 2. Changes in Securities - Not applicable.
Item 3. Defaults Upon Senior Securities - Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders -
Not Applicable.
Item 5. Other Information - Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K: On November 5, 1996, the Company filed a
report on Form 8-K, dated October 31, 1996; the item reported on this
form is the October 24, 1996, signing of the Stock Purchase Agreement
by the Company for the sale of its capital stock of JALIC to Unified
Life Insurance Company.
(b) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization with
Firingline Corporation (1)
3.1 Amended and Restated Articles of Incorporation (2)
3.2 Bylaws (10)
3.5 Amendments to Bylaws (10)
4.1 See Articles 3(b), 5 and 6 of Amended
Articles of Incorporation (Exhibit 3.1) (2)
4.2 See Article 2 and Section 8.06 of the Bylaws
(Exhibit 3.2) (10)
4.3 Specimen Form of Common Stock Certificate (1)
10.1 Agreement and Plan of Reorganization
(see Exhibit 2.1) (1)
10.2 * Supervising General Agent's Commission Agreement
between JALIC and Ozco Insurance Services, Inc.,
assigned to Firingline Corporation in June 1985 (1)
10.6 Certificate of Contribution No. 1 of Thomas W. Evans (1)
10.7 Certificate of Contribution No. 2 of Thomas W. Evans (1)
10.8 Shareholder Loan Restructuring Agreement (1)
10.10 Lease Agreement with Westside Associates, Ltd. (2)
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10.14 * 1990 Stock Option Plan (3)
10.15 * 1990 Non-Employee Director Stock Option Plan (3)
10.16 * 1991 Employment Agreement with Benjamin A. DeMotto (4)
10.17 * 1985 Incentive Stock Option Plan (with 1991 Amendment) (5)
10.18 * 1990 Stock Option Plan (with 1991 Amendment) (5)
10.19 * 1990 Non-Employee Director Stock Option Plan (with 1991 Amendment) (5)
10.20 Addendum No. 2 to Lease Agreement with Westside Associates, Ltd. (5)
10.21 * 1994 Employment Agreement with Benjamin A. DeMotto (7)
10.22 Quota Share Coinsurance, Assumption Reinsurance Agreement, effective
December 31, 1994, between JALIC and Central United Life
Insurance Company of Houston, Texas (9)
10.23 Promissory Note dated January 24, 1996, issued to Benjamin A. DeMotto
for a loan (11)
10.24 Promissory Note dated February 9, 1996, issued to Benjamin A.
DeMotto, for a loan (11)
10.25 Letter of intent, dated June 7, 1996, for the sale of JALIC to
Unified Life Insurance Company (12)
10.26 Stock Purchase Agreement, signed October 24, 1996, by and between
Unified Life Insurance Company and John Adams Life Corporation (13)
10.27 * Amendment, signed October 22, 1996,to Supervising General Agents
Commission Agreement (13)
10.28 Revised Life Coinsurance Treaty with Funds Withheld, effective July
1, 1996, between JALIC and Unified Life Insurance Company and
Amendment No. 1 (14)
16.1 Letter from Price Waterhouse LLP, dated December 21, 1994, regarding
change of independent auditors (8)
21.1 List of Subsidiaries (1)
28.1 Amended Certificate of Authority of JALIC issued
by the California Department of Insurance (1)
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(1) Previously filed with Registrant's Registration Statement No.
2-99302 on Form S-1, effective September 18, 1985. **
(2) Previously filed with Registrant's Report on Form 10-Q for the quarter
ending June 30, 1988. **
(3) Previously filed with Registrant's Report on Form 10-Q for the quarter
ending September 30, 1990. **
(4) Previously filed with Registrant's Report on Form 10-Q for the quarter
ending June 30, 1991. **
(5) Previously filed with Registrant's Report on Form 10-K for the fiscal year
ending December 31, 1991. **
(6) Previously filed with Registrant's Report on Form 10-QSB for the quarter
ending March 31, 1994. **
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(7) Previously filed with Registrant's Report on Form 10-QSB for the quarter
ending September 30, 1994. **
(8) Previously filed with Registrant's Report on Form 8-K filed December 23,
1994. **
(9) Previously filed with Registrant's Report on Form 10-KSB for the fiscal
year ending December 31, 1994. **
(10) Previously filed with Registrant's Report on Form 10-QSB for the quarter
ending March 31, 1995. **
(11) Previously filed with Registrant's Report on Form 10-KSB for the fiscal
year ending December 31, 1995. **
(12) Previously filed with Registrant's Report on Form 8-K filed June 13,
1996. **
(13) Previously filed with Registrant's Report on Form 8-K filed November 5,
1996. **
(14) Filed herewith.
* The documents filed or incorporated by reference as Exhibits 10.2,
10.5, 10.14 through 10.19, 10.21 and 10.27 hereto constitute
management contracts or compensatory plans or arrangements.
** Incorporated by reference from the documents described above.
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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 thereunto duly authorized.
JOHN ADAMS LIFE CORPORATION
Date: November 12, 1996 By: Benjamin A. DeMotto
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Benjamin A. DeMotto
Chairman of the Board
and President
Date: November 12, 1996 By: Bernadette de Vera
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Bernadette de Vera
Controller
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