8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: April 28, 2004
(Date of earliest event reported)

John Hancock Life Insurance Company

(Exact name of registrant as specified in its charter)

Massachusetts	333-45862	04-1414660
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

John Hancock Place
Boston, Massachusetts 02117
(Address of principal executive offices)

(617) 572-6000
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 1. Change in Control of Registrant.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
MANULIFE FINANCIAL CORPORATION NEWS RELEASE

Item 1.         Change in Control of Registrant.

(a) On April 28, 2004, John Hancock Life Insurance Company’s parent, John Hancock Financial Services, Inc., a Delaware corporation (“John Hancock”), completed its merger (the “Merger”) with a subsidiary of Manulife Financial Corporation, a Canadian corporation (“Manulife”), pursuant to the Agreement and Plan of Merger, dated as of September 28, 2003, as amended by the First Amendment thereto dated as of December 29, 2003, by and among Manulife, John Hancock, and the above-mentioned subsidiary, Jupiter Merger Corporation, a Delaware corporation (“Merger Sub”). The Merger was effectuated by Merger Sub merging with and into John Hancock. As a result of the Merger, John Hancock became a wholly-owned subsidiary of Manulife. John Hancock Life Insurance Company remains a direct wholly-owned subsidiary of John Hancock and is now an indirect wholly-owned subsidiary of Manulife.

Pursuant to the Merger Agreement, at the effective time of the Merger on April 28, 2004, each share of John Hancock common stock, par value $0.01, issued and outstanding immediately prior to the effective time of the Merger (other than certain shares to be cancelled pursuant to the Merger) was converted into the right to receive 1.1853 Manulife common shares, no par value, and cash in lieu of any resulting fractional shares.

In addition, the Merger Agreement provides that Manulife will assume the John Hancock stock compensation plans (the “John Hancock Plans”) at the effective time of the Merger. Accordingly, all outstanding and unexercised options to purchase John Hancock common stock, and all other John Hancock stock-based awards which have been granted pursuant to a John Hancock Plan and are outstanding immediately before the Effective Time, will be converted into, respectively, options to purchase Manulife common shares and common share-based awards of Manulife, on the same terms in effect prior to the Merger.

The Manulife common shares issued or reserved for issuance pursuant to the Merger are registered with the Securities and Exchange Commission pursuant to a Registration Statement on Form F-4 (Registration No. 333-110281) filed by Manulife with the Securities and Exchange Commission, which was declared effective on January 5, 2004.

Manulife issued a news release dated April 28, 2004, a press release was issued announcing the effectiveness of the Merger. A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(b) None.

Item 7.         Financial Statements and Exhibits.

The following exhibit is furnished as part of this Form 8-K:

(c) Exhibits

Exhibit No.	Description of Exhibit
99.1	Manulife Financial Corporation News Release dated April 28, 2004.

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 HANCOCK LIFE INSURANCE COMPANY
Date: April 28, 2004	By:	/s/ Thomas E. Moloney
		Name: Thomas E. Moloney
		Title: Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Manulife Financial Corporation News Release dated April 28, 2004.

EX-99.1

FOR IMMEDIATE RELEASE	TSX/NYSE/PSE: MFC; SEHK: 0945
April 28, 2004

Manulife Financial and John Hancock complete merger creating North
America’s second largest life insurance company

TORONTO – Manulife Financial Corporation and John Hancock Financial Services, Inc., including its Canadian subsidiary, The Maritime Life Assurance Company, today completed their merger after receiving all necessary regulatory approvals. John Hancock is now a subsidiary of Manulife Financial.

John Hancock stock will cease trading on the New York Stock Exchange at the close of markets today, April 28, 2004. The approximately 675,000 John Hancock common shareholders are entitled to receive 1.1853 Manulife common shares for each John Hancock common share. John Hancock shareholders overwhelmingly approved the combination on February 24, 2004, with more than 95 per cent of the votes cast favouring the adoption of the merger agreement.

Customers’ benefits, premiums, values or guarantees of current policies or contracts will not change as a result of the merger.

“We are pleased to welcome John Hancock and Maritime Life customers, distribution partners and employees, as well as former John Hancock shareholders, to the Manulife family,” said Dominic D’Alessandro, President and Chief Executive Officer. “The addition of these businesses and the resources they bring will help us realize our vision to be the most professional life insurance company in the world.”

A leading global insurance franchise

The completion of this merger – the largest cross-border transaction in Canadian history – makes Manulife the largest public company and largest life insurance company in Canada, the second largest life insurer in North America and the fifth largest in the world based on market capitalization as at April 27, 2004.

Dominic D’Alessandro is President and Chief Executive Officer of Manulife Financial Corporation, which has its global headquarters in Toronto, Canada. David D’Alessandro is Chief Operating Officer and future President of Manulife, and is heading up the integration process, reporting to Dominic D’Alessandro. He remains Chairman and Chief Executive Officer of John Hancock Financial Services, Inc., based in Boston. David D’Alessandro will become President of Manulife at the first anniversary of the merger, at which time Dominic D’Alessandro will remain CEO.

Maritime Life, headquartered in Halifax, Canada, is being integrated into Manulife’s Canadian division, which together with John Hancock forms Manulife’s North American division that reports to David D’Alessandro.

.../more

Page 2

“Together, we are a leading international insurance franchise that offers customers multiple access points to a wide variety of financial and protection products, shareholders greater growth and value, and our employees opportunities for career development in a global enterprise,” said David D’Alessandro. “During the integration process we will leverage the best of each company to drive organic growth of our existing businesses.”

About Manulife Financial

Manulife Financial is a leading Canadian-based financial services group serving millions of customers in 19 countries and territories worldwide. Operating as Manulife Financial in Canada and Asia, and primarily through John Hancock in the United States, the Company offers clients a diverse range of financial protection products and wealth management services through its extensive network of employees, agents and distribution partners. Pro forma funds under management by Manulife Financial and its subsidiaries were Cdn$355.9 billion (US$271.6 billion) as at March 31, 2004.

Manulife Financial Corporation trades as ‘MFC’ on the TSX, NYSE and PSE, and under ‘0945’ on the SEHK. Manulife Financial can be found on the Internet at www.manulife.com.

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Fact Sheet available on www.manulife.com

For more information, please contact:

Media Inquiries:
Donna Lindell
Tel: (416) 926-5226
donna_lindell@manulife.com
 
or
 
Peter Fuchs
Tel: (416) 926-6103
peter_fuchs@manulife.com Investor Relations:
Edwina Stoate
Tel: 1-800-795-9767 or (416) 926-3490
investor_relations@manulife.com

Forward-Looking Statements

This news release includes Forward-Looking statements with respect to the Company, including its business operations and strategy as well as its financial performance and condition. These statements generally can be identified by the use of Forward-Looking words such as: “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or similar variations. Although management believes that the expectations reflected in such Forward-Looking statements are reasonable, such statements involve risks and uncertainties and actual results may differ materially from those expressed or implied by such Forward-Looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include among other things, general economic conditions worldwide, market factors, including global capital market activity, interest rate and currency value fluctuations, business competition, changes in government regulations or in tax laws, technological changes, changes in consumer demand for the Company’s products and services, realizing increased revenue from the expansion and development of distribution channel capacity, our ability to complete strategic acquisitions and to integrate acquisitions, catastrophic events, political conditions and developments and international conflicts. Investors are directed to consider the risks and uncertainties in the Company’s business that may affect future performance and that are discussed in Manulife’s most recent Annual Report on Form 40-F and John Hancock’s most recent Annual Report on Form 10-K, in each case, filed with the U.S. Securities and Exchange Commission. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any Forward-Looking statements.