-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rj8mzbn6I3gtb5Ul+hhVqmw3REILjLm6da/n2fLF6sEZGcyuCMn1340PK+1oDiW5 JxIkBpknkImM4i7prMb89A== 0000100716-97-000011.txt : 19970814 0000100716-97-000011.hdr.sgml : 19970814 ACCESSION NUMBER: 0000100716-97-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNICO AMERICAN CORP CENTRAL INDEX KEY: 0000100716 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952583928 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03978 FILM NUMBER: 97659162 BUSINESS ADDRESS: STREET 1: 23251 MULHOLLAND DR CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 8185919800 MAIL ADDRESS: STREET 1: 23251 MULHOLLAND DRIVE CITY: WOODLAND HILLS STATE: CA ZIP: 91364 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL COVERAGE CORP DATE OF NAME CHANGE: 19730823 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period from April 1, 1997 to June 30, 1997 Commission File No. 0-3978 UNICO AMERICAN CORPORATION (Exact name of registrant as specified in its charter) Nevada 95-2583928 (State or other jurisdiction of (I.R.S. Employee incorporation or organization) Identification No.) 23251 Mulholland Drive, Woodland Hills, California 91364 (Address of Principal Executive Offices) (Zip Code) (818) 591-9800 Registrant's telephone number Securities registered pursuant to Section 12(b) of the Act: None (Title of each class) Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value (Title of Class) No Change (Former name,former address and former fiscal year,if changed since last report) 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 6,153,203 Number of shares of common stock outstanding as of August 8, 1997 1 of 12 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS UNICO AMERICAN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1997 1996 ---------- ----------- ASSETS Investments Available for sale: Fixed maturities, at market value (amortized cost: June 30, 1997 $81,312,638; December 31, 1996 $75,984,966 $82,130,702 $77,109,214 Equity securities at market (cost: June 30, 1997 $999,460; December 31, 1996 $0) 921,950 - Short-term investments, at cost 4,209,055 4,861,745 ---------- ---------- Total Investments 87,261,707 81,970,959 Cash 493,477 82,637 Accrued investment income 1,535,452 1,443,551 Accounts and notes receivable, net 8,129,373 8,898,839 Reinsurance recoverable: Paid losses and loss adjustment expenses 585,148 452,943 Unpaid losses and loss adjustment expenses 1,861,444 2,629,019 Prepaid reinsurance premiums 1,333,153 1,647,806 Deferred policy acquisition costs 5,092,867 4,953,085 Property and equipment (net of accumulated depreciation) 222,337 229,972 Deferred income taxes 1,659,189 1,503,655 Other assets 614,726 638,856 ----------- ----------- Total Assets $108,788,873 $104,451,322 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Unpaid losses and loss adjustment expenses $40,816,390 $39,740,865 Unearned premiums 22,495,105 22,120,241 Advance premiums 1,340,098 1,358,671 Funds held as security for performance 751,652 730,426 Accrued expenses and other liabilities 2,030,236 2,395,699 Income taxes payable 103,113 - Note payable-bank 500,001 750,001 Dividends payable 430,724 - ---------- ---------- Total Liabilities $68,467,319 $67,095,903 ---------- ---------- STOCKHOLDERS' EQUITY Common stock, no par - authorized 10,000,000 shares issued and outstanding shares 6,153,203 at June 30, 1997 and 6,028,781 at December 31, 1996 2,836,781 2,836,422 Net unrealized investment gains 488,766 742,004 Retained earnings 36,996,007 33,776,993 ----------- ----------- Total Stockholders' Equity 40,321,554 37,355,419 ----------- ----------- Total Liabilities and Stockholders' Equity $108,788,873 $104,451,322 =========== ===========
See notes to consolidated financial statements. 2 of 12 UNICO AMERICAN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ---------- --------- ---------- ---------- REVENUES Insurance Company Revenues Premium earned $10,689,663 $9,382,132 $20,786,826 $18,676,324 Premium ceded 1,598,378 1,015,932 2,554,001 2,096,297 ---------- --------- ---------- ---------- Net premium earned 9,091,285 8,366,200 18,232,825 16,580,027 Investment income 1,190,632 978,179 2,345,148 1,936,135 Net realized investment gains - 191,174 919 210,716 Other income 45 60 160 90 ---------- --------- ---------- ---------- Total Insurance Company Revenues 10,281,962 9,535,613 20,579,052 18,726,968 Other Revenues from Insurance Operations Gross commissions and fees 1,478,723 1,473,105 2,897,459 2,941,445 Investment income 34,759 33,316 69,713 75,846 Finance charges and late fees earned 301,857 293,172 591,925 586,797 Other income 3,553 3,491 6,354 3,256 ---------- ---------- ---------- ---------- Total Revenues 12,100,854 11,338,697 24,144,503 22,334,312 ---------- ---------- ---------- ---------- EXPENSES Losses and loss adjustment expenses 4,921,938 4,715,902 9,896,411 9,115,263 Policy acquisition costs 2,599,119 2,249,451 5,239,049 4,464,580 Salaries and employee benefits 935,663 920,857 1,860,076 1,833,538 Commissions to agents/brokers 294,485 331,490 569,461 638,074 Other operating expenses 619,809 726,901 1,353,436 1,491,671 --------- --------- ---------- ---------- Total Expenses 9,371,014 8,944,601 18,918,433 17,543,126 --------- --------- ---------- ---------- Income Before Taxes 2,729,840 2,394,096 5,226,070 4,791,186 Income Tax Provision 845,256 720,002 1,576,332 1,442,275 ------- ------- --------- --------- Net Income $1,884,584 $1,674,094 3,649,738 3,348,911 ========= ========= Retained earnings January 1, 33,776,993 27,345,753 Dividend declared to stockholders (430,724) (418,087) ---------- ---------- Retained Earnings June 30, $36,996,007 $30,276,577 ========== ========== PER SHARE DATA Weighted Average Shares Outstanding 6,328,350 6,224,843 6,329,570 6,217,738 Earnings Per Share $0.30 $0.27 $0.58 $0.54
See notes to consolidated financial statements 3 of 12 UNICO AMERICAN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30,
1997 1996 --------- --------- Net Income $3,649,738 $3,348,911 Adjustments to reconcile net income to net cash from operations Depreciation and amortization 41,343 81,614 Bond amortization, net 243,559 306,070 Net realized (gain) on sale of securities (919) (210,716) Changes in assets and liabilities Premium, notes and investment income receivable 677,565 317,876 Reinsurance recoverable 635,370 949,451 Prepaid reinsurance premiums 314,653 47,486 Deferred policy acquisitions costs (139,782) (210,547) Other assets 24,130 (532,375) Reserve for unpaid losses and loss adjustment expenses 1,075,525 1,780,164 Unearned premium reserve 374,864 774,084 Funds held as security and advanced premiums 2,653 (65,720) Accrued expenses and other liabilities (365,461) (322,529) Income taxes current/deferred 78,035 546,821 --------- --------- Net Cash Provided from Operations 6,611,273 6,810,590 --------- --------- Investing Activities Purchase of fixed maturity investments (8,688,530) (8,920,105) Proceeds from maturity of fixed maturity investments 3,098,000 3,713,514 Purchase of equity securities - cost (1,019,500) (2,882,723) Proceeds from sale of equity securities 20,959 2,767,938 Net decrease in short-term investments 671,987 311,685 Additions to property and equipment (33,708) (40,821) --------- --------- Net Cash (Used) by Financing Activities (5,950,792) (5,050,512) --------- --------- Financing Activities Proceeds from issuance of common stock 359 525 Repayment of note payable - bank (250,000) (1,395,000) ------- --------- Net Cash (Used) by Financing Activities (249,641) (1,394,475) ------- --------- Net increase in cash 410,840 365,603 Cash at beginning of period 82,637 951 ------- ------- Cash at End of Period $493,477 $366,554 ======= ======= Supplemental cash flow information Cash paid during the period for: Interest $21,697 $83,416 Income taxes $1,380,000 $905,000
See notes to consolidated financial statements. 4 of 12 UNICO AMERICAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- Nature of Business - ------------------ Unico American Corporation is an insurance holding company. Unico American and its subsidiaries, all of which are wholly owned (the "Company"), provide, primarily in California, property, casualty, health and life insurance, and related premium financing. Principles of Consolidation - --------------------------- The consolidated financial statements include the accounts of Unico American Corporation and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Basis of Presentation - --------------------- The consolidated financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) which differ in some respects from those followed in reports to insurance regulatory authorities. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While every effort is made to ensure the integrity of such estimates, actual results could differ from those estimates. Investments - ----------- Although all of the Company's fixed maturity investments are classified as available-for-sale and are stated at market value, the Company's investment guidelines place primary emphasis on buying and holding high-quality investments. Investments in equity securities are carried at market value. The unrealized gains or losses from fixed maturities and equity securities are reported as a separate component of stockholders' equity, net of any deferred tax effect. Short-term investments are carried at cost which approximates market value. When a decline in the value of a fixed maturity or equity security is considered other than temporary, a loss is recognized in the consolidated statement of operations. Realized gains and losses are included in the consolidated statements of operations based upon the specific identification method. Property and Equipment - ---------------------- Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using accelerated depreciation methods over the estimated useful lives of the related assets. Income Taxes - ------------ The provision for income taxes is computed on the basis of income as reported for financial reporting purposes under generally accepted accounting principles. Deferred income taxes arise principally from certain assets and liabilities which are recognized for income tax purposes in different periods than for financial statements. 5 of 12 UNICO AMERICAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 NOTE 2 - RESTRICTED FUNDS - ------------------------- As required by law, the Company segregates from its operating accounts premiums collected from insureds into separate trust accounts. As of a June 30, 1997, these trust funds represent $2,356,409 of the Company's cash and short-term investments. In addition, $2,725,000 of the Company's investments represent statutory deposits of Crusader which are assigned to and held by the California State Treasurer and the Insurance Commissioner of the State of Nevada. These deposits are required for Crusader to write certain lines of business in California and for its admission in states other than California. NOTE 3 - FUNDS HELD AS SECURITY - ------------------------------- Funds held as security for performance represent funds received in order to guarantee the contractual obligations entered into with customers. NOTE 4 - STATUTORY CAPITAL AND SURPLUS - -------------------------------------- As of June 30, 1997, Crusader's statutory capital and surplus were deemed sufficient to support its present insurance premium writings. NOTE 5 - INCENTIVE STOCK OPTION PLAN - ------------------------------------ The Company's 1985 stock option plan provided for the grant of "incentive stock options" to officers and key employees. The plan covers an aggregate of 1,500,000 shares of the Company's common stock (subject to adjustment in the case of stock splits, reverse stock splits, stock dividends, etc.). As of June 30, 1997, 374,313 options were outstanding of which 275,411 were currently exercisable. During the quarter ended June 30, 1997, options on 50,286 of common stock were exercised. There are no additional options available for future grant under the 1985 plan. NOTE 6 - CLAIMS AND LITIGATION - ------------------------------ The Company, by virtue of the nature of the business conducted by it, becomes involved in numerous legal proceedings in which it may be named as either plaintiff or defendant. The Company is required to resort to legal proceedings from time-to-time in order to enforce collection of premiums and other commissions or fees for the services rendered to customers or to their agents. These routine items of litigation do not materially affect the Company and are handled on a routine basis by the Company through its general counsel. Likewise, the Company is sometimes named as a cross-defendant in litigation which is principally directed against that insurer who has issued a policy of insurance directly or indirectly through the Company. Incidental actions are sometimes brought by customers or other agents which relate to disputes concerning the issuance or non-issuance of individual policies. These items are also handled on a routine basis by the Company's general counsel, and they do not materially affect the operations of the Company. Management is confident that the ultimate outcome of pending litigation should not have an adverse effect on the Company's consolidated operation or financial position. 6 of 12 UNICO AMERICAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 NOTE 7 - LEASE COMMITMENTS AND CONTINGENCIES - -------------------------------------------- The Company presently occupies a 46,000 square foot building located at 23251 Mulholland Drive, Woodland Hills, California, under a master lease expiring March 31, 2007. The lease provides for an annual gross rental of $1,025,952. Erwin Cheldin, the Company's president, chairman and principal stockholder, is the owner of the building. The terms of the lease were at least as favorable to the Company as could have been obtained from unaffiliated third parties. The Company utilizes for its own operation 100% of the space it leases. NOTE 8 - ------ In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all necessary adjustments, which consist of normal recurring adjustments, to present fairly the results of operations for the three and six months ended June 30, 1997, and June 30, 1996. NOTE 9 - ------ The results of operations for the three and six months ended June 30, 1997, should not be considered as necessarily indicative of the results to be expected for the full year. 7 of 12 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - -------------------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- (a) Liquidity and Capital Resources: - ------------------------------------- Due to the nature of the Company's business (insurance and insurance services) and whereas Company growth does not normally require material reinvestment of profits into property or equipment, the cash flow generated from operations usually results in improved liquidity for the Company. Crusader's losses and loss adjustment expense payments are the most significant cash flow requirement of the Company. These payments are continually monitored and projected to ensure that the Company has the liquidity to cover these payments without the need to liquidate its investments. As of June 30, 1997, the Company had cash and cash investments of $87,014,630 (at amortized cost) of which $83,878,368 (96%) were investments of Crusader. As of the quarter ended June 30, 1997, the Company had invested $81,312,638 (at amortized cost) or 94% of its invested assets in fixed maturity obligations. Although all of the Company's fixed maturity investments are classified as available-for-sale, the Company's investment guidelines place primary emphasis on buying and holding high-quality investments. The balance of the Company's investments were in equity securities of regional utility companies and high-quality, short-term investments that include a U.S. treasury bill, bank money market accounts, certificates of deposit, commercial paper and a short-term treasury money market fund. The Company's investments in fixed maturity obligations of $81,312,638 (at amortized cost) include $39,317,305 (48%) of tax exempt, pre-refunded state and municipal bonds, $19,462,644 (24%) of U.S. treasury securities, $22,532,689 (28%) in high-quality industrial bonds and certificates of deposit. The tax exempt interest income earned for the three and six months ended June 30, 1997, was $449,546 and $904,162, respectively. The tax exempt interest income earned for the three and six months ended June 30, 1996, was $443,257 and $853,745, respectively. The Company's investment policy limits investments in any one company to no more than $1,000,000. This limitation excludes bond premiums paid in excess of par value and U.S. Government or U.S. Government guaranteed issues. The Company's fixed maturity obligations have maturities no greater than eight years. All of the Company's investments are high-grade investment quality. On March 4, 1997, the Board of Directors declared a $0.07 (seven cents) per common share cash dividend payable on August 15, 1997, to shareholders of record at the close of business on August 1, 1997. The Company's premium finance subsidiary, American Acceptance Corporation ("AAC"), has a bank credit line of $4,000,000 with a variable rate of interest based on the London Inter Bank Offered Rate ("LIBOR"). This credit line is only used to provide AAC with the additional funds it requires to finance insurance premiums. AAC has been paying down its bank note payable from its internal cash flow as well as from intercompany loans from its parent, Unico. The bank note payable has been reduced from $750,001 as of December 31, 1996 to $500,001 as of June 30, 1997. 8 of 12 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - -------------------------------------------------------------------- AND RESULTS OF OPERATIONS (continued) ------------------------------------- (a) Liquidity and Capital Resources (continued) - ------------------------------------------------ Although material capital expenditures may also be funded through borrowings, the Company believes that cash generated from operations, plus cash and short-term investments at the quarter end, net of trust restriction of $2,356,409 and statutory deposits of $2,725,000, should be sufficient to meet its operating requirements during the next twelve months without the necessity of borrowing additional funds. Crusader is restricted in the amount of dividends it may pay to its parent, Unico, without prior regulatory approval by the California Department of Insurance. Crusader anticipates that it will not be required to obtain prior regulatory approval for any dividend which it may pay to Unico in the next twelve months. There are no material commitments for capital expenditures as of the date of this report. (b) Results of Operations: - --------------------------- All comparisons made in this discussion are comparing the three and six months ended June 30, 1997, to the three and six months ended June 30, 1996, unless otherwise indicated. The Company's net income increased $210,490 (13%) to $1,884,584 for the three months and $300,827 (9%) to $3,649,738 for the six months ended June 30, 1997, compared to net income of $1,674,094 for the three months and $3,348,911 for the six months ended June 30, 1996. Total revenues increased $762,157 (7%) for the three months and $1,810,191 (8%) for the six months ended June 30, 1997, when compared to the three and six months ended June 30, 1996. Premium earned before reinsurance increased $1,307,531 (14%) for the three months and $2,110,502 (11%) for the six months ending June 30, 1997. Crusader's primary line of business is its Commercial Package business representing 96% of all premiums earned in both the three months and the six months ended June 30, 1997. The Commercial Package business continued to grow with earned premium increasing $1,044,960 (11%) to $10,243,319 for the three months and $1,601,706 (9%) to $19,899,996 for the six months ended June 30, 1997, as compared to the corresponding period of the prior year. Crusader's other lines of business, which include Commercial Property and Other Liability increased $262,571 (143%) for the three months and $508,796 (135%) for the six months ended June 30, 1997 as compared to the corresponding period of the prior year. The growth in earned premium in California represented 69% of the total increase in earned premium for the three months and 58% for the six months ended June 30, 1997. Due to additional reinsurance cost, ceded premium increased from 11% of premium earned to 15% of premium earned for the three months and increased from 11% of premium earned to 12% of premium earned for the six months ending June 30, 1997. Although reinsurance cost has increased as a percentage of earned premium for the three and six months ended June 30, 1997, the percentage of premium ceded to premium earned is still lower than the 16% incurred in the fiscal year ended March 31, 1996. Losses and loss adjustment expenses were 54% of net premium earned for both the three and six months ended June 30, 1997, compared to 56% of net premium earned for the three months and 55% of net premium earned for the six months ended June 30, 1996. 9 of 12 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - -------------------------------------------------------------------- AND RESULTS OF OPERATIONS (continued) ------------------------------------- (b) Results of Operations (continued) - -------------------------------------- Policy acquisition costs consist of commissions, premium taxes, inspection fees, and certain other underwriting costs which are directly or indirectly related to the production of Crusader insurance policies. These costs include both Crusader expenses and allocated expenses of other Unico subsidiaries. Crusader's reinsurer pays Crusader a ceding commission which is primarily a reimbursement of the acquisition cost related to the ceded premium. Policy acquisition costs, net of ceding commission, are deferred and amortized as the related premiums are earned. These costs were 29% of net premium earned for the three and six months ended June 30, 1997, compared to 27% of net premium earned for the three and six months ended June 30, 1996. Investment income, excluding realized investment gains, increased $213,896 (21%) to $1,225,391 for the three months and increased $402,880 (20%) to $2,414,861 for the six months ended June 30, 1997, compared to the three and six months ended June 30, 1996. This increase was primarily due to a 15% increase (at amortized cost) in invested assets. Commissions to agents/brokers decreased $37,005 (11%) for the three months and $68,613 (11%) for the six months ended June 30, 1997, compared to the three and six months ended June 30, 1996. The decrease was primarily due to decreased sales in the health, life and automobile programs. Other operating expenses decreased $107,092 (15%) for the three months and $138,235 (9%) for the six months ended June 30, 1997, compared to the three and six months ended June 30, 1996. The decrease in expenses for the three months was primarily due to the cost of the Company's annual certified audits being incurred in different periods due to the change in the Company's fiscal year end. The cost of the certified audit for the fiscal year ended March 31, 1996, was incurred in the quarter ended June 30, 1996, while the cost of the certified audit for the fiscal year ended December 31, 1996, was incurred in the quarter ended March 31, 1997. The decrease in expenses for the six months was primarily due to a $61,719 decrease in interest expense due to decreased borrowings. There were no significant changes in other revenue or expense items. The effect of inflation on net income of the Company during the three and six months ended June 30, 1997, and 1996 was not significant. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ------------------------------------------------------------------- Not Applicable 10 of 12 PART II - OTHER INFORMATION ITEM 2 - CHANGES IN SECURITIES - ------------------------------ (c) During the quarter ended June 30, 1997, the Company issued an aggregate of 50,286 shares of its common stock upon exercise of employee stock options granted under the Unico American Corporation Employee Incentive Stock Option Plan. These shares were issued to an aggregate of two employees of the Company. Of these shares, 6,344 shares were issued in exchange for 2,248 shares of common stock and $5.00 in cash and 43,942 shares were issued in exchange for 14,916 shares of common stock and $3.31 in cash. These shares were acquired for investment and without a view to the public distribution or resale thereof, and the issuance thereof was exempt from the registration requirements under the Securities Act of 1933, as amended, under Section 4 (2) thereof as transactions not involving a public offering. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS - -------------------------------------------------------- (a) On June 5, 1997, the Company held its Annual Meeting of Stockholders. (b) Proxies for the meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934; there was no solicitation in opposition to nominees of the Board of Directors as listed in the Proxy Statement and all such nominees were elected. (c) At the meeting, the following persons were elected by the vote indicated (there were no abstentions or broker non-votes) as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified: Against or Name For Withheld ---- --------- ---------- Erwin Cheldin 5,427,966 1,678 Lester A. Aaron 5,427,966 1,678 Cary L. Cheldin 5,427,966 1,678 George C. Gilpatrick 5,427,966 1,678 Roger H. Platten 5,427,966 1,678 David A. Lewis 5,427,966 1,678 Bernard R. Gans 5,427,966 1,678 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K: None 11 of 12 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 there unto authorized. UNICO AMERICAN CORPORATION Date: August 11, 1997 By: /s/ Erwin Cheldin --------------------- Erwin Cheldin Chairman of the Board, President and Chief Executive Officer,(Principal Executive Officer) Date: August 11, 1997 By: /s/ Lester A. Aaron --------------------- Lester A. Aaron Treasurer, Chief Financial Officer, (Principal Accounting and Principal Financial Officer) 12 of 12 EX-27 2 FDS --
7 1 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 86,339,757 0 0 921,950 0 0 87,261,707 493,477 585,148 5,092,867 108,788,873 40,816,390 22,495,105 2,091,750 0 500,001 0 0 2,836,781 37,484,773 108,788,873 18,232,825 2,414,861 919 3,495,898 9,896,411 5,239,049 3,782,973 5,226,070 1,576,332 3,649,738 0 0 0 3,649,738 0.58 0.58 0 0 0 0 0 0 0
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