U.S. 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 period ended September 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _____________________.
Commission File Number 000-25253
SUMMIT LIFE CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1448244
-------- ----------
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
3021 Epperly Dr., P.O. Box 15808, Oklahoma City, Oklahoma 73155
---------------------------------------------------------------
(Address of principal executive offices)
(405) 677-0781
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
----- -----
The number of shares outstanding of the Issuer's Common Stock, $.01 par value,
as of November 14, 2001 was 2,669,805.
Transitional Small Business Disclosure Format (check one): Yes No X
----- -----
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2001
(unaudited) and December 31, 2000............................ 3
Consolidated Statements of Operation - Three months and
nine months ended September 30, 2001 and 2000 (unaudited).... 5
Consolidated Statement of Stockholders' Equity - Nine
months ended September 30, 2001 (unaudited).................. 6
Condensed Consolidated Statement of Cash Flows - Nine
months ended September 30, 2001 and 2000 (unaudited)......... 7
Notes to Consolidated Financial Statements................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation.... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 16
Signatures........................................................... 14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
September 30, 2001 December 31, 2000
------------------------- ------------------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $328,075 $328,075
Debt securities-available for sale 2,467,010 2,426,607
Equity securities-trading 99,097 113,643
Equity securities-available for sale 127,158 8,915
Equity securities-other 66,788 63,663
Mortgages 706,871 734,220
Notes receivable 198,582 207,658
Short-term investments 0 0
Policy loans 65,501 33,382
Investment in limited partnerships 55,400 57,300
------------------------- ------------------------
4,114,482 3,973,463
CASH AND CASH EQUIVALENTS 1,878,191 1,436,338
RECEIVABLES
Accrued investment income 58,059 41,984
Other 18,773 9,928
------------------------- ------------------------
76,832 51,912
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 129,419 129,419
Furniture and equipment 119,198 116,570
Automobiles 22,015 22,015
------------------------- ------------------------
270,632 268,004
Less accumulated depreciation (123,398) (102,638)
------------------------- ------------------------
147,234 165,366
Land 56,000 56,000
------------------------- ------------------------
203,234 221,366
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 120,858 40,000
Deferred policy acquisition costs 96,289 57,527
Value of purchased insurance business 269,351 321,851
Deferred income taxes 37,241 37,241
Other 52,660 22,984
------------------------- -------------------------
576,399 479,603
------------------------- -------------------------
$6,849,138 $6,162,682
========================= =========================
The accompanying notes are an integral part of these interim financial
statements
3
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2001 2000
------------------- -------------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $5,454,421 $4,708,295
Unpaid claims 20,663 175,951
Accounts payable 13,803 39,458
Accrued liabilities 7,373 15,424
Notes payable 59,970 248,254
Other liabilities 0 0
------------------- -------------------
5,556,230 5,187,382
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 26,888 22,676
Preferred stock, series A, $.001 par value, stated at
liquidation value 500,000 500,000
Preferred stock, series B, $1.00 par value 350,000 350,000
Preferred stock, series B subscribed - 650,000
Additional paid-in capital 3,340,584 2,923,596
Common stock of parent held by subsidiary (95,000) (95,000)
Accumulated other comprehensive income (loss)
Unrealized appreciation (depreciation) of available for
sale securities 46,953 (19,882)
Accumulated deficit (2,876,517) (2,706,090)
Less preferred stock subscriptions receivable - (650,000)
------------------- -------------------
1,292,908 975,300
------------------- -------------------
$6,849,138 $6,162,682
=================== ===================
The accompanying notes are an integral part of these interim financial
statements
4
Summit Life Corporation and Subsidiaries
Consolidated Statements of Operation
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 117,709 $ 63,841 $ 338,694 $ 146,146
Reinsurance premium ceded (18,087) (11,149) (36,807) (31,576)
----------- ----------- ----------- -----------
Net premium income 99,622 52,692 301,887 114,570
Investment activity
Investment income 73,906 92,233 430,195 285,821
Net realized gains on sale of available for sale
securities -- 9,596 (6,830) 39,127
Net losses on trading securities (104,479) -- (178,341) --
Other 29,460 6,126 47,966 103,182
----------- ----------- ----------- -----------
98,509 160,647 594,877 542,700
Benefits, losses and expenses
Policy benefits 48,697 21,053 106,597 81,603
Change in policy reserves (3,973) 66,344 224,647 161,015
Interest expense 3,179 7,429 13,381 20,677
Taxes, licenses and fees 5,463 16,163 15,831 29,165
Depreciation and amortization 31,985 17,726 89,470 48,093
General, administrative and other operating expenses 67,209 105,875 290,378 363,040
----------- ----------- ----------- -----------
152,560 234,590 740,304 703,593
----------- ----------- ----------- -----------
Earnings (Loss) before income taxes (54,051) (73,943) (145,427) (160,893)
Income tax provision -- -- -- --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (54,051) $ (73,943) $ (145,427) $ (160,893)
Preferred Stock Dividend Requirement 12,500 12,500 37,500 37,500
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE
TO COMMON SHARES $ (66,551) $ (86,443) $ (182,927) $ (198,393)
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted $ (0.03) $ (0.04) $ (0.08) $ (0.09)
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,492,283 2,248,605 2,334,390 2,248,605
=========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
5
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Nine Months Ended September 30, 2001
(Unaudited)
Common Stock Preferred Stock "A" Preferred Stock "B"
------------------------- ------------------------- -------------------------
Shares Liquid- Shares Liquid-
Shares Par Out- ation Out- ation
Total Issued Value standing Value standing Value
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 975,300 2,267,605 $ 22,676 5,000 $ 500,000 350,000 $ 350,000
Issuance of common stock 421,200 421,200 4,212 -- -- -- --
Dividends on preferred stock (25,000) -- -- -- -- -- --
Comprehensive income
Net income (loss) (145,427) -- -- -- -- -- --
Other comprehensive inc
(loss)
Unrealized gain on 66,835 -- -- -- -- -- --
investments -----------
Comprehensive inc. (loss) (78,592)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2001 $ 1,292,908 2,688,805 $ 26,888 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
Common Accumulated
Stock of Other
Additional Parent Held Comprehensive
Paid-in by Income Accumulated
Capital Subsidiary (Loss) Deficit
----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 2,923,596 $ (95,000) $ (19,882) $(2,706,090)
Issuance of common stock 416,988 -- -- --
Dividends on preferred stock -- -- -- (25,000)
Comprehensive income
Net income (loss) -- -- -- (145,427)
Other comprehensive inc
(loss)
Unrealized gain on -- -- 66,835 --
investments
Comprehensive inc. (loss)
----------- ----------- ----------- -----------
Balance at September 30, 2001 $ 3,340,584 $ (95,000) $ 46,953 $(2,876,517)
=========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
------------------------------------
2001 2000
---------------- -----------------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ (205,528) $ (161,704)
Net cash provided by (used in) investing activities 204,782 1,325,670
Net cash provided by (used in) financing activities 442,599 (702,445)
---------------- -----------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 441,853 461,521
Cash and cash equivalents at the beginning of the period 1,436,338 935,746
---------------- -----------------
Cash and cash equivalents at the end of the period $1,878,191 $ 1,397,267
================ =================
The accompanying notes are an integral part of these interim financial
statements
7
Summit Life Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month and nine month periods
ended September 30, 2001 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2001. For further information, refer
to the consolidated annual financial statements and footnotes thereto for the
year ended December 31, 2000.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this Report,
including, without limitation, statements regarding the Company's future
financial position, business strategy, budgets, projected costs and plans and
objectives of Management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe" or the negative thereof or variations
thereon or similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are based upon numerous assumptions about future conditions which may
ultimately prove to be inaccurate and actual events and results may materially
differ from anticipated results described in such statements. Important factors
that could cause actual results to differ materially from the Company's
expectations ("cautionary statements") include the risks inherent generally in
the insurance and financial services industries, the impact of competition and
product pricing, changing market conditions, the risks disclosed in the
Company's Annual Report on Form 10-KSB for the Year Ended December 31, 2000
under "ITEM 6--Management's Discussion and Analysis or Plan of Operation," as
well as the risks disclosed in this Report. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements. The Company assumes no duty to update or revise its forward-looking
statements based on changes in internal estimates or expectations or otherwise.
As a result, the reader is cautioned not to place reliance on these
forward-looking statements.
General
The Company's primary focus is its life insurance operations.
Recent Events
On August 1, 2001, the Company's wholly owned subsidiary, Great Midwest
Life Insurance Company ("Great Midwest"), acquired from Presidential Life
Insurance Company of Dallas, Texas ("Presidential Life"), a block of
approximately 1,400 life insurance policies with estimated annual premium of
$120,000 for a purchase price of $85,000 (the "Acquisition"). The Acquisition
resulted in the transfer of liabilities in the amount of $712,000 and assets in
the amount of $627,000 to Great Midwest. The purchase was funded with cash flow
from Great Midwest's operations. The purchase increased policies serviced by
more than 200% and in-force life insurance increased $14.8 million, or 106%. The
Company expects the Acquisition to be immediately accretive to earnings.
Results of Operations
Three Months Ended September 30, 2001 Compared to Three Months ended September
30, 2000
Revenue. Total revenues decreased from $160,647 to $98,509 for the
three months ended September 30, 2000 and September 30, 2001, respectively. The
decrease in total revenues was directly attributable to unrealized holding
losses on trading securities which the Company believes were impacted by the
terrorist acts of September 11, 2001. Revenues attributable to life insurance
increased 89% from $52,692 to $99,622 for the three months ended September 30,
2001, compared to the same period ended September 30, 2000. The increase was due
primarily to the Acquisition of the block of insurance policies from
Presidential Life during the quarter. The increase was also attributable to the
recruiting of new agents, which has increased new policy issue by 98% on an
annualized basis. The Company expects the Acquisition will improve earnings over
the next twelve months.
9
Investment income decreased from $92,233 for the three months ended
September 30, 2000 to $73,906 for the three months ended September 30, 2001,
primarily as a result of interest rate decreases by the Federal Reserve and
other entities.
Net losses, mainly, unrealized holding losses, on trading securities of
$104,479 were reported for the three months ended September 30, 2001. The
terrorist attacks of September 11, 2001 severely impacted the market and reduced
equity valuations throughout most business sectors. The Company continues to
anticipate a recovery in the valuation of its equity portfolio. The Company
began trading securities in the fourth quarter of 2000 and is required to report
unrealized gains and losses in operations. The realized gain or loss for each
trading security may differ materially depending on the date of sale, the
underlying performance of the represented company and other market conditions.
Other income increased from $6,126 for the three months ended September
30, 2000 to $29,460 for the three months ended September 30, 2001.
Costs and Expenses. Total expenses decreased 35% from $234,590 to
$152,560 for the three months ended September 30, 2000 and 2001, respectively.
Such decreases were primarily attributable to continuing cost containment
measures taken by the Company.
Policy benefits increased from $21,053 to $48,697 for the comparable
periods. Policy reserves decreased $70,317 for the comparable periods.
Depreciation and amortization increased from $17,726 to $31,985 for the three
months ended September 30, 2000 and 2001, respectively, as the Company continued
to amortize the block of business acquired with Great Midwest. General expenses
decreased 37% from $105,875 to $67,209 for the comparable periods as a result of
the Company's cost containment programs. Costs associated with the Acquisition
were capitalized and will be amortized over the expected life of the policies.
Income/Loss. The Company reported a net loss for the three months ended
September 30, 2001 of $54,051, a reduction in loss compared to the net loss for
the three months ended September 30, 2000 of $73,943. The Company continued to
increase revenues from life insurance and reduce operating costs during the
quarter. The Company expects the Acquisition to be accretive to earnings and
believes the cost containment programs have been effective in reducing general
expenses.
The Company reported a net loss per share of $0.03 per share for the
three months ended September 30, 2001, compared to a net loss of $0.04 per share
for the three months ended September 30, 2000. Unrealized holding losses from
trading securities in the Company's portfolio represented a loss of $.04 per
share for the quarter while the Company's other operations represented a gain of
$.01 per share during the same period. The Company expects that the Acquisition
will contribute to earnings and believes the cost containment programs currently
in place will continue to be effective in containing general expenses.
Nine Months Ended September 30, 2001 Compared to Nine Months ended September 30,
2000
Revenue. Total revenues increased 10% from $542,700 to $594,877 for the
nine months ended September 30, 2000 and September 30, 2001, respectively.
Revenues attributable to life insurance increased 163% from $114,570 to $301,887
for the nine months ended September 30, 2001, compared to the same period ended
September 30, 2000. The increase was due primarily to the Acquisition of the
block of insurance policies from Presidential Life during the quarter and
continued sale of new insurance products.
10
Investment income increased 50% from $285,821 for the nine months ended
September 30, 2000 to $430,195 for the nine months ended September 30, 2001,
primarily as a result of the sale of a communications tower lease in the first
quarter.
Net losses, mainly, unrealized holding losses, on trading securities of
$178,341 were reported for the period ended September 30, 2001. The terrorist
attacks of September 11, 2001 severely impacted the market and reduced equity
valuations throughout most business sectors. The Company continues to anticipate
a recovery in the valuation of its equity portfolio. The Company began trading
securities in the fourth quarter of 2000 and is required to report unrealized
gains and losses in operations. The realized gain or loss for each trading
security may differ materially depending on the date of sale, the underlying
performance of the represented company and other market conditions.
Other income decreased from $103,182 for the nine months ended
September 30, 2000 to $47,966 for the nine months ended September 30, 2001. A
one time gain of $67,592 from the sale of real estate was recognized in the
second quarter of 2000. Excluding the one time gain, other income increased 35%.
Costs and Expenses. Total expenses increased 5% from $703,593 to
$740,304 for the nine months ended September 30, 2000 and 2001, respectively.
Such increase was primarily attributable to reserve increases associated with
the new business written by the Company.
Policy benefits increased from $81,603 to $106,597 for the comparable
periods. Policy reserves increased $63,632 for the comparable periods.
Depreciation and amortization increased from $48,093 to $89,470 for the nine
months ended September 30, 2000 and 2001, respectively, as the Company continued
to amortize the block of business acquired with Great Midwest and deferred
acquisition costs associated with new business. General expenses decreased 20%
from $363,040 to $290,378 for the comparable periods as a result of management
cost containment programs. Costs associated with the Acquisition were
capitalized and will be amortized over the expected life of the policies.
Loss. The Company reported a net loss for the nine months ended
September 30, 2001 of $145,427, a reduction of 10% compared to the net loss for
the nine months ended September 30, 2000 of $160,893. The Company continued to
increase revenues from life insurance and held operating costs steady during the
period. The Company expects the Acquisition to improve earnings and believes the
cost containment programs have been effective in reducing general expenses.
The Company reported a net loss per share of $0.08 per share for the
nine months ended September 30, 2001, compared to a net loss of $0.09 per share
for the nine months ended September 30, 2000. Unrealized holding losses from
trading securities in the Company's portfolio resulted in a loss of $.08 per
share for the nine months while the Company's other operations resulted in
breakeven results of $.00 per share. The Company expects that the Acquisition
will contribute to earnings and believes the cost containment programs have been
effective in reducing general expenses.
Liquidity and Capital Resources
Total assets were $6,849,138 at September 30, 2001, compared to
$6,162,682 at December 31, 2000, an increase of 11.0%. The increase was due to
the Acquisition and the receipt of new annuity deposits.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $5,556,230 at September 30, 2001, compared to $5,187,382 at
December 31, 2000, an increase of 7%. The increase was due primarily to the
Acquisition and new annuity deposits.
11
Total stockholders' equity was $1,292,908 at September 30, 2001,
compared to $975,300 at December 31, 2001, an increase of 33%. The increase was
attributable to the ongoing public offering of the Company's stock. A total of
421,200 shares were sold through September 30, 2001.
The principal requirements for liquidity in connection with the
Company's operations are its contractual obligations to policyholders and
annuitants. The Company's contractual obligations include payments of surrender
benefits, contract withdrawals, policy loans and claims under outstanding
insurance policies and annuities. Payment of surrender benefits is a function of
"persistency," which is the extent to which insurance policies are maintained by
the policyholder. Policyholders sometimes do not pay premiums, thus causing
their policies to lapse, or policyholders may choose to surrender their policies
for their cash surrender value. If actual experience of a policy or block of
policies is different from the initial or acquisition date assumptions, a gain
or loss could result. Depending on the nature of the underlying policy, a lapse
or surrender may result in surrender charge revenue or surrender benefit
expense. Such amounts may be less than, or greater than, unamortized acquisition
expenses and/or the related policy reserves; accordingly, current period
earnings may either increase or decrease. Additionally, policy lapses and
surrenders may result in lost future revenues and profits associated with those
policies that are lapsed or surrendered.
On August 1, 2001, Great Midwest acquired from Presidential Life, a
block of approximately 1,400 life insurance policies with estimated annual
premium of $120,000 for a purchase price of $85,000. The Acquisition resulted in
the transfer of liabilities in the amount of $712,000 and assets in the amount
of $627,000 to Great Midwest. The purchase was funded with cash flow from Great
Midwest's operations. The purchase increased policies serviced by more than 200%
and in-force life insurance increased $14.8 million, or 106%.
On September 28, 2001, the investor who had subscribed for an aggregate
1,000,000 shares of the Company's Series B preferred stock did not make the
final payment due with respect to his subscription. Under the terms of his
subscription agreement, pursuant to which the investor was deemed to have been
issued only that number of shares that were fully paid, a total of 350,000
shares of Series B preferred stock was deemed to be sold, and the subscription
receivable of $650,000 was canceled.
The Company has made and intends to make substantial expenditures in
connection with its subsidiary's acquisition and marketing programs.
Historically, the Company has funded these expenditures from cash flow from
operations.
The Company believes that the liquidity resulting from the transactions
described above, together with anticipated cash from continuing operations,
should be sufficient to fund its operations and the annual 10% dividend on the
Series A Preferred Stock, for at least the next 12 months. The Company may not,
however, generate sufficient cash flow for these purposes. The Company's ability
to fund its operations and to make scheduled dividend payments will depend on
its future performance, which, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond its control.
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
12
Exhibit
Number Name of Exhibit
------ ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
4.3 Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5 Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference)
4.6 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
(b) Reports on Form 8-K:
On July 6, 2001, the Company filed a Form 8-K reporting that, as of
June 29, 2001, the Company dismissed Grant Thornton LLP as the Company's
independent accountants and appointed Gary Skibicki CPA, P.C. as the Company's
independent accountants. No financial statements were filed as part of the
report.
On July 13, 2001, the Company filed a Form 8-K/A reporting additional
information regarding the Company's and Grant Thornton LLP's interpretation of
Statement of Financial Accounting Standards 13 with respect to the Form 8-K
filed by the Company on July 6, 2001. No financial statements were filed as part
of the report.
On July 20, 2001, the Company filed a Form 8-K reporting that, on July
20, 2001, the Company issued a press release announcing that Great Midwest
executed an agreement to acquire 100% of the life insurance business owned by
Presidential Life. No financial statements were filed as part of the report.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUMMIT LIFE CORPORATION
an Oklahoma corporation
Date: November 14, 2001 /s/Charles L. Smith
-------------------
Charles L. Smith
President and Chief Operating Officer
Date: November 14, 2001 /s/Quinton L. Hiebert
---------------------
Quinton L. Hiebert
Vice-President and Chief Financial Officer
14
INDEX TO EXHIBITS
Exhibit
Number Name of Exhibit
------ ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1
to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form
SB-2, file number 333-65097 and incorporated herein by
reference)
4.3 Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5 Certificate of Designation of Series A Preferred Stock (filed
as Exhibit 4.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999 and incorporated
herein by reference)
4.6 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
15