<PAGE>   1
 
================================================================================
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                               FORM 10-K/A NO. 2
 
<TABLE>
<C>     <S>
  X
------  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
 
           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR
 
------
        TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 
                   Commission file number 0-20882
</TABLE>
 
                        STANDARD MANAGEMENT CORPORATION
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<C>                                                           <C>
                          Indiana                                             35-1773567
      (State or other jurisdiction of incorporation or           (I.R.S. employer identification no.)
                       organization)
 
    9100 Keystone Crossing, Indianapolis, Indiana 46240                     (317) 574-6200
          (Address of principal executive offices)                           (Telephone)
</TABLE>
 
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
       Common Stock, No Par Value
       Class S Cumulative Convertible Redeemable Preferred Stock, $10 Par Value
 
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  _____
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
 
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on February
28, 1997 as reported on The Nasdaq Stock Market, was approximately $21.9
million. Shares of Common Stock held by each executive officer and director and
by each person who owns 5% or more the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
 
As of February 28, 1997, Registrant had outstanding 5,025,143 shares of Common
Stock.
 
Documents Incorporated by Reference:
Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Stockholders are incorporated by reference into Part III of this Form 10-K.
 
================================================================================
<PAGE>   2
 
                                     PART I
 
     As used herein, unless the context otherwise clearly requires, "SMC" refers
to Standard Management Corporation and its consolidated subsidiaries and
"Standard Management" refers to Standard Management Corporation on an
unconsolidated basis. All financial information contained herein is presented in
accordance with generally accepted accounting principles ("GAAP") unless
otherwise specified. All information contained herein with respect to SMC Common
Stock, including information presented on a per share basis, has been adjusted
to reflect a 5% stock dividend effected on June 21, 1996 for holders of record
on May 17, 1996.
 
ITEM 1. BUSINESS OF SMC
 
INTRODUCTION
 
     SMC is an insurance holding company which directly and through subsidiaries
acquires and manages in force life insurance and annuity business and
distributes life insurance and annuity products issued by SMC's insurance
subsidiaries and a select group of unaffiliated insurers. SMC's active
subsidiaries at December 31, 1996 include: (i) Standard Life Insurance Company
of Indiana ("Standard Life") and its subsidiary, Dixie National Life Insurance
Company ("Dixie National Life"), (ii) Standard Management International S.A.
("Standard Management International") and its subsidiaries, Premier Life
(Luxembourg) S.A. ("Premier Life (Luxembourg)") and Premier Life (Bermuda) Ltd.
("Premier Life (Bermuda)"), and (iii) Standard Marketing Corporation ("Standard
Marketing").
 
     Standard Life, SMC's principal insurance subsidiary, was organized in 1934
as an Indiana-domiciled life insurer. It is licensed to write new business or
service existing business in the District of Columbia and all states except New
York and New Jersey. Standard Life offers flexible premium deferred annuities
("FPDAs") and whole and universal life insurance. Standard Life also generates
cash flow and income from closed blocks of in force life insurance and
annuities. At December 31, 1996, Standard Life's statutory assets were
$347,329,660 and the aggregate of its statutory capital and surplus, asset
valuation reserve ("AVR") and interest maintenance reserve ("IMR") (its
"adjusted statutory capital") was $34,940,556. The ratio of Standard Life's
adjusted statutory capital to its total statutory assets was 10.1% at December
31, 1996. Standard Life has a rating of "B" ("Adequate") by A.M. Best Company,
Inc. ("A.M. Best"), a rating agency.
 
     Standard Management International is a holding company organized under
Luxembourg law with its registered office in Luxembourg. At December 31, 1996,
Standard Management International and its subsidiaries had $141,837,000 in
assets with policies in force in over 113 countries. The majority of its
business is "unit-linked" products with a range of policyholder directed
investment choices coupled with a small death benefit, sold through its
subsidiaries: Premier Life (Luxembourg) and Premier Life (Bermuda). At December
31, 1996, Premier Life (Luxembourg) had statutory capital and surplus of
$8,243,000 and its minimum capital and surplus was $3,295,000 and Premier Life
(Bermuda) had statutory capital and surplus of $1,307,000 and its minimum
capital and surplus was $250,000.
 
     Standard Life owns 99.3% of Dixie National Life. At December 31, 1996,
Dixie National Life's statutory assets were $34,473,049, the adjusted statutory
capital was $4,229,059 and the ratio of its adjusted statutory capital to its
statutory assets was 12.3%. Dixie National Life has a rating of B- ("Adequate")
by A.M. Best. Dixie National Life markets a variety of life insurance products
throughout the Mid-South offering primarily "burial expense" policies.
 
     Standard Marketing is a wholesale distributor of life insurance and annuity
products. Through its network of master general agents and independent agents,
Standard Marketing distributes life insurance and annuity products for Standard
Life and Dixie National Life and for a select group of unaffiliated insurance
companies. Standard Marketing earns override commission income from the sale of
these products.
 
     On November 8, 1996, Standard Life acquired through merger Shelby Life
Insurance Company ("Shelby Life") from Delta Life and Annuity Corporation
("DLAC"), a life insurance company located in Memphis, Tennessee (the "Shelby
Merger"). The purchase price was approximately $14,650,000, including
$13,000,000 in cash, 250,000 shares of restricted Common Stock (valued at
$1,250,000) and acquisition costs
 
                                        1
<PAGE>   3
 
of $400,000 associated with the purchase of Shelby Life. Financing for the
Shelby Merger was provided by senior debt of $10,000,000 and $4,000,000 in
subordinated convertible debt. SMC's intent at the time it purchased Shelby Life
was to cease writing new business as the new business premium volume did not
justify the costs of marketing support, and to continue to earn profits from the
existing business. Consistent with that intent, Shelby Life ceased writing new
business effective November 1, 1996, thus eliminating marketing and sales costs
and thereby reducing statutory surplus strain. Statutory accounting practices
require that acquisition costs associated with new business (primarily
commissions and policy issue costs) be fully expensed in the year the new
business is written. Surplus strain is created when acquisition costs incurred
in connection with new business reduces statutory surplus. Many states impose
minimum levels of surplus as a condition to writing new business. See "Business
of SMC -- Regulation."
 
     The acquisition of Shelby Life was accounted for using the purchase method
of accounting and SMC's consolidated financial statements include the results of
Shelby Life from November 1, 1996, the effective date of acquisition. Under
purchase accounting, Standard Life allocated the total purchase price of Shelby
Life to the assets and liabilities acquired, based on a preliminary
determination of their fair values and recorded the excess of acquisition cost
over net assets acquired as goodwill. Standard Life recorded goodwill of $9,000
which will be amortized on a straight-line basis over 20 years. Standard Life
may adjust this allocation when a final determination of such values is made.
 
     On March 18, 1996, Standard Life completed the sale of a duplicate charter
associated with First International Life Insurance Company ("First
International") to The Guardian Insurance and Annuity Company, Inc. ("GIAC"), a
subsidiary of The Guardian Group, New York, NY. Standard Life received proceeds
of approximately $10,393,000, including $1,500,000 for the charter and licenses
associated with First International. Standard Life realized a net pretax gain of
$1,041,692 and a tax benefit of $1,420,000 on this sale or $2,461,692 ($.47 per
share). In addition, First International, Standard Life and GIAC have entered
into a series of agreements that include provisions for Standard Life to
administer First International policies in force at the date of sale, and for
Standard Life to retain the economic interest in certain First International
policies in force at the date of such sale. See "Business of
SMC -- Reinsurance."
 
     In an unrelated matter, SMC decided in February 1996 to terminate the
reinsurance agreement between Standard Reinsurance of North America Ltd.
("Standard Reinsurance") and Salamandra Joint-Stock Insurance Company in Ukraine
("Salamandra"), and not to renew the Barbados license of Standard Reinsurance
due to an insignificant amount of reinsurance premium volume (less than
$100,000). This resulted in the termination of Standard Reinsurance operations
and the write-off of SMC's investment in Standard Reinsurance and certain
intangible assets of Standard Reinsurance amounting to $155,856 ($.03 per
share).
 
     The combined effect of the gain on sale of First International and related
contracts, and the Standard Reinsurance write-offs, was a gain on disposal of
subsidiaries of $885,836 and a tax benefit of $1,420,000, for net income effect
of $2,305,836 or $.44 per share for the year ended December 31, 1996.
 
     In June 1988, Standard Life ceded a block of business to National Mutual
Life Insurance Company ("National Mutual"). Effective May 31, 1996, Standard
Life terminated by recapture the reinsurance agreement with National Mutual. As
a result of this recapture, Standard Life received assets of $4,826,000 and
liabilities of $4,826,000, primarily ordinary life policies. In connection with
this transaction, Standard Life agreed to pay National Mutual a recapture fee of
$1,200,000, and Standard Life collected administration fees of $375,000 related
to services provided in prior years that had not been recorded previously due to
the uncertainty as to its collection. The net proceeds of $825,000 were recorded
as the present value of the future profits on this block of business, which is
being amortized in proportion to the emergence of profits over 20 years. This
premium income and corresponding increase in reserves of $4,234,000, recorded in
connection with the recapture of the reinsurance agreement with National Mutual
will not recur in the future.
 
     SMC has entered into an Agreement and Plan of Merger dated as of December
19, 1996, as amended, with Savers Life Insurance Company ("Savers Life"). Savers
Life offers retirement products and Medicare supplement insurance through 5,000
independent brokers, primarily in North Carolina, South Carolina and Virginia.
SMC will pay approximately $14,200,000 plus acquisition costs, for the
approximately $80,000,000 asset company, with shareholders of Savers Life
initially receiving $8.00 for each share of Savers Life
 
                                        2
<PAGE>   4
 
Common Stock, consisting of SMC Common Stock and an election of up to $1.50 per
share in cash. The proposed acquisition is subject to normal closing conditions
including SMC and Savers Life shareholder approval and approval by applicable
regulatory authorities. The acquisition is expected to close during 1997.
 
ACQUISITION STRATEGY
 
     A principal component of SMC's strategy is to grow through the acquisition
of life insurance companies and blocks of in force life insurance and annuities.
SMC regularly investigates acquisition opportunities in the life insurance
industry that complement or are otherwise strategically consistent with its
existing business. Any decision to acquire a block of business or an insurance
company will depend on a favorable evaluation of various factors. SMC believes
that availability of blocks of business in the marketplace will continue in
response to ongoing industry consolidation and risk-based capital requirements
as well as other regulatory and rating agency concerns. In addition, SMC plans
to market annuity and life insurance products directly as it has done in the
past. SMC currently has no plans or commitments to acquire any specific
insurance business or other material assets besides Savers Life. No assurance
can be given that SMC will be successful in consummating any future acquisition.
 
     SMC has the information systems and administrative capabilities necessary
to add additional blocks of business without a proportional increase in
operating expenses. In addition, SMC has developed management techniques for
reducing or eliminating the expenses of the companies it acquires through the
consolidation of their operations with those of SMC, and for increasing
investment yields. Such techniques include reduction or elimination of overhead,
including the acquired company's management, staff and home office, elimination
of marketing expenses and, where appropriate, the substitution of Standard
Marketing's network for the acquired company's current distribution system, and
the conversion of the acquired company's data processing operations to SMC's
system.
 
     SMC may effect its acquisitions through the purchase or exchange of shares,
if the acquisition candidate is an insurance company, or an assumption
reinsurance transaction, if the proposed acquisition concerns a block of
business. SMC's acquisitions may be subject to certain regulatory approvals,
policyholder consents and stockholder approval, when applicable.
 
MARKETING
 
     Domestic Marketing. Standard Marketing was organized as a wholesale
distribution system to provide a lower cost alternative to the traditional
captive agency force. Standard Marketing has established a network of
approximately 4,000 independent general agents. These agents distribute a full
line of life insurance and annuity products issued by Standard Life and Dixie
National Life and a select group of unaffiliated insurance carriers that
Standard Marketing represents. As part of its normal recruiting, Standard
Marketing selectively recruits new agents from those formerly associated with
companies acquired by SMC. SMC does not market its annuity products through
stockbrokers.
 
     Crediting rates, commissions, the perceived quality of the issuer, product
features and services are generally the principal factors influencing an agent's
willingness and ability to sell particular life and annuity products. SMC
believes that both agents and policy owners value the service provided by SMC.
Standard Marketing assists its agents in submitting and processing policy
applications and helps ensure that issuing insurers pay commissions on a timely
basis. Standard Life issues an annuity and pays the Standard Marketing agent's
commission within 24 hours after the submission of the policy application.
Standard Marketing also assists its agents with licensing applications and
provides other administrative support. Standard Marketing provides marketing
support for its agents, including sales seminars and other continuing education
programs, point of sale materials, illustrated proposal services, toll-free
access for sales inquiries and access to senior executives. In addition,
Standard Marketing can introduce agents to lead services who will provide such
services at discounted rates that Standard Marketing has negotiated.
 
     Standard Marketing agents offer a full portfolio of life insurance and
annuity products that Standard Marketing has selected on the basis of their
competitive position and likely consumer acceptance. Such portfolio includes
FPDAs and whole and universal life insurance issued by Standard Life and Dixie
National Life, for which Standard Marketing is the exclusive distributor, and
deferred annuities, whole life, term and universal life insurance, and pension
and payroll deduction products issued primarily by the following
 
                                        3
<PAGE>   5
 
unaffiliated insurers: American National Life Insurance Company, United
Presidential Life Insurance Company, U.S. Financial Life Insurance Company and
others. Each of these unaffiliated insurers is rated "A-" to "A++" by A.M. Best.
Standard Marketing's relationships with these companies are non-exclusive and
are terminable by either party upon 30 days notice. Standard Marketing regularly
evaluates the products its agents offer to determine whether products or
insurers should be added to, or deleted from, the Standard Marketing portfolio.
SMC does not insure any of the policies and contracts Standard Marketing's
agents sell for unaffiliated insurers.
 
     Each general agent operates his own agency and is responsible for all
expenses of the agency. The general agents are compensated directly by the
issuing insurance companies, which perform all policy issuance, underwriting and
accounting functions. SMC is not dependent on any one agent or agency for any
substantial amount of its business. No single agent accounted for more than 4%
of Standard Life's annual sales in 1996, and the top twenty individual agents
accounted for approximately 36.6% of Standard Life's volume in 1996. At December
31, 1996, approximately 40% of Standard Marketing's independent agents were
located in Indiana, Florida, Ohio, Georgia and Illinois, with the balance
distributed across the country. SMC is attempting to increase the number and
geographic diversity of its agents. In 1996, SMC began writing significant
amounts of business in California and Michigan due to Standard Marketing's
expansion efforts.
 
     SMC does not have exclusive agency agreements with its agents and
management believes most of these agents sell products similar to those sold by
SMC for other insurance companies. This could result in a sales decline if SMC's
products were to become relatively less competitive. Standard Life's 1996 FPDA
sales increased partially due to an aggressive marketing campaign implemented by
Standard Life with increased crediting rates. First year crediting rates were
increased approximately 1% in certain FPDAs sold after April 15, 1996. Also
contributing to the increase in premiums was the continued development of
Standard Life's distribution system through marketing support from Standard
Marketing and an increase in the agency base achieved primarily through the
recruitment of larger managing general agencies and expanding geographical
concentration into the Mid-South and California.
 
     Standard Marketing receives, directly from the insurance companies it
serves, override commissions on sales by its agents, which are in addition to
the commissions paid to Standard Marketing's independent agents. The
availability of override commissions provides an economic incentive to Standard
Marketing to recruit agents who produce business. The following table shows, for
the periods indicated, the aggregate override commissions and service fees
received by Standard Marketing:
 
<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                      ------------------------------
                                                       1996         1995        1994
                                                       ----         ----        ----
                                                          (DOLLARS IN THOUSANDS)
<S>                                                   <C>          <C>          <C>
Standard Life and Dixie National Life(1)..........    $  988       $  829       $867
Unaffiliated insurance companies..................       397          252         55
                                                      ------       ------       ----
     Total........................................    $1,385       $1,081       $922
                                                      ======       ======       ====
</TABLE>
 
-------------------------
(1) These amounts are eliminated in SMC's consolidated financial statements.
 
(2) Unaffiliated commission income as a percentage of revenues is 1.0%, .8% and
    .2% for the years ended December 31, 1996, 1995 and 1994, respectively.
 
     International Marketing. The subsidiaries of Standard Management
International, Premier Life (Luxembourg) and Premier Life (Bermuda), produced
aggregate new premium deposits of approximately $17,000,000, $32,000,000 and
$1,700,000 during 1996, 1995 and 1994, respectively. The decrease in 1996 is
primarily due to a decrease in marketing costs and to changes in tax planning
laws in certain countries in Western Europe, which made Standard Management
International products less attractive. The countries within the European Union
have been the main contributor to these sales. Although SMC expects this to be
the case in the future, it plans to increase marketing efforts in other parts of
the world as well.
 
     Although Standard Management International anticipates as part of its long
term plan to grow significantly through internal sales, acquisitions of other
European insurance companies may be considered. It has designed and launched new
single and regular premium products in recent years. It is also in discussions
 
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<PAGE>   6
 
with a number of companies to form alliances to produce tailored products for
their markets. It is expected that these alliances will be consummated in 1997.
It is currently the intention that Premier Life (Luxembourg) will write business
within the European Union and Premier Life (Bermuda) will write international
business elsewhere in the world. The market for Standard Management
International's products is considered to be medium to high net worth
individuals who typically have in excess of $75,000 to invest in a single
premium policy and medium to high earners who have in excess of $3,000 per annum
to invest in a regular premium savings product. The above individuals would come
from a combination of expatriates, residents of European Union countries and
from other targeted areas. The expatriate and European insurance markets are
well established and highly competitive with a large number of domestic and
international groups operating in, or going into, the same markets as Standard
Management International.
 
     Standard Management International's products are distributed via
independent agents who have established connections with these targeted
individuals. Standard Management International is striving to develop into an
entrepreneurial intermediary oriented organization committed to building long
term relationships with high quality distributors, thereby creating a niche
position. Standard Management International places the same emphasis as SMC's
U.S. insurance companies on a high level of service to intermediaries and
policyholders while striving to achieve low overhead costs.
 
PRODUCTS
 
     SMC primarily markets FPDAs, whole life and universal and
interest-sensitive life insurance policies and unit-linked policies. SMC also
generates cash flow and income from its closed blocks of in force life insurance
and annuities. Closed blocks are blocks of in force life insurance and annuities
that are not currently being marketed by SMC. The closed block designation is
for internal purposes only, it does not have any legal or regulatory
significance and there are no restrictions on the assets or future profits of
closed blocks. The following table sets forth the amounts and percentages of net
premiums received by SMC from currently marketed products and closed block
products for the years ended December 31, 1996, 1995 and 1994, respectively.
Because GAAP generally excludes annuity and unit-linked products deposits, and
premiums from universal and interest-sensitive life insurance from premium
income, and thus does not fully reflect SMC's cash flow from new business, the
premium information contained in the following table is reported using statutory
accounting principles which includes deposits on annuities and unit-linked
policies, and premiums from universal and interest-sensitive life insurance.
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------
                                                      1996                1995                1994
                                                ----------------    ----------------    ----------------
                                                AMOUNT       %      AMOUNT       %      AMOUNT       %
                                                ------       -      ------       -      ------       -
                                                                 (DOLLARS IN THOUSANDS)
<S>                                             <C>        <C>      <C>        <C>      <C>        <C>
Currently marketed products:
  FPDAs.....................................    $37,322     43.4    $12,417     23.0    $50,421     85.7
  Universal and interest-sensitive life.....      5,384      6.5      2,044      3.8        279      0.4
  Single premium immediate annuities........      1,423      1.7      1,257      2.3         --       --
  Whole life................................      2,546      3.1        668      1.2         86      0.2
  Unit-linked products......................     16,902     20.5     31,793     58.8      1,715      2.9
                                                -------    -----    -------    -----    -------    -----
                                                 63,577     77.2     48,179     89.1     52,501     89.2
Closed blocks:
  Annuities and life........................      9,230     11.2      5,906     10.9      6,364     10.8
  Net effect of financial reinsurance.......      5,182      6.3         --       --         --       --
  Recapture of National Mutual..............      4,373      5.3         --       --         --       --
                                                -------    -----    -------    -----    -------    -----
                                                 18,785     22.5      5,906     10.9      6,364     10.8
                                                -------    -----    -------    -----    -------    -----
                                                $82,362    100.0    $54,085    100.0    $58,865    100.0
                                                =======    =====    =======    =====    =======    =====
</TABLE>
 
     FPDA sales declined in 1995 reflecting competitive pressures due to
Standard Life not matching other insurer's higher interest crediting and
commission rates. Additionally, in order to reduce surplus strain
 
                                        5
<PAGE>   7
 
Standard Life began ceding a portion of its new annuity business to an
unaffiliated reinsurer effective January 1, 1995, which further reduced FPDA
sales revenues by $20,089,762 in 1995. Deposits from unit-linked products
increased in 1995 as a result of the resumption by Standard Management
International of the sale of new policies in 1994.
 
     FPDA sales increased in 1996 partially due to an aggressive marketing
campaign implemented by Standard Life with increased interest crediting rates.
First year interest crediting rates were increased approximately 1% on certain
FPDAs sold after April 15, 1996. Standard Life also decreased the quota-share
portion of business ceded pursuant to a reinsurance agreement, under which 70%
of a portion of Standard Life's annuity business pursuant to the terms of the
agreement produced after December 31, 1994 was ceded, to 50% at September 1,
1995, which was further decreased to 25% effective April 1, 1996. This reduction
was possible since the surplus strain experienced by Standard Life was not as
great as originally anticipated as a result of lower than expected sales in 1995
and the additional surplus resulting from the sale of First International.
Premium deposits ceded pursuant to this reinsurance agreement reduced net
premium by $8,907,460 in the year ended December 31, 1996.
 
     The increase in universal and interest-sensitive life products in 1996 is
primarily due to the increase in interest-sensitive life products issued by
Dixie National Life, which is included in results after October 2, 1995, the
effective date of the acquisition.
 
     The increase in closed blocks annuities and life products in 1996 is
primarily due to reinsurance premium assumed from GIAC (net reinsurance premium
of approximately $4,700,000) and the acquisition of Shelby Life, effective
November 1, 1996.
 
     The following table shows, on a GAAP basis, certain information for SMC as
of the dates set forth below:
 
<TABLE>
<CAPTION>
                                                                       AT DECEMBER 31,
                                                          ------------------------------------------
                                                             1996              1995           1994
                                                             ----              ----           ----
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                       <C>                <C>            <C>
Number of annuity contracts in force....................      13,221(1)         8,637          7,480
Interest-sensitive annuity and other financial product
  reserves, net of reinsurance ceded....................  $  333,633(1)      $212,500       $173,334
                                                          ----------         --------       --------
Number of life policies in force........................      73,106(2)        63,038(3)      40,317
Life insurance in force, net of reinsurance ceded.......  $1,367,675(2)      $826,296(3)    $787,414
                                                          ----------         --------       --------
Number of separate contracts (primarily unit-linked
  products).............................................       2,484            2,951          3,131
Total liabilities related to separate accounts
  (primarily unit-linked products)......................  $  128,546         $122,705       $ 94,301
</TABLE>
 
-------------------------
(1) The number of annuity contracts in force and interest-sensitive annuity and
    other financial product reserves increased in 1996 primarily due to the
    increase in FPDA sales in 1996 and the Shelby merger.
 
(2) The number of life policies and insurance in force has increased in 1996, as
    a result of the Shelby merger. Shelby Life had 16,603 life policies and
    $617,688,000 insurance in force as of November 1, 1996.
 
(3) The number of life policies and insurance in force increased 26,522 and
    $219,663,000 in 1995, respectively, as a result of Standard Life's
    acquisition of Dixie National Life.
 
CURRENTLY MARKETED PRODUCTS
 
     The individual annuity business is a growing segment of the savings and
retirement industry, which increased in sales from $1 billion in 1970 to more
than $54 billion in 1990. The individual annuity market, which is SMC's primary
target, comprises 42% of those sales. As the 76 million baby boomers born from
1946 through 1964 grow older, demand for insurance products is expected to grow.
SMC believes that those seeking adequate retirement incomes will depend less and
less on Social Security and their employers' retirement programs and more and
more upon their own financial resources. Annuities currently enjoy an advantage
over certain other saving mechanisms because the annuity buyer receives a
tax-deferred accrual of interest on his investment during the accumulation
period.
 
                                        6
<PAGE>   8
 
     Standard Life, Dixie National Life and Standard Management International
all currently issue new policies. Standard Life emphasizes the issuance of
FPDAs. Dixie National Life primarily sells "burial expense" life insurance
policies. Standard Management International markets unit-linked products. Over
27% of all net premiums and deposits collected in 1996 by SMC from its currently
marketed products arise from the sale of unit-linked products by Standard
Management International. The balance is represented by the sales of whole life
and universal and interest-sensitive life insurance products by Standard Life
and Dixie National Life and Standard Life's FPDAs. The portfolio of products is
continuously reviewed by management, and product features and terms are adjusted
in response to market conditions in an effort to remain competitive.
 
     SMC's gross sales percentages by U.S. geographical region are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                           ---------------------------
                         STATE                             1996        1995       1994
                         -----                             ----        ----       ----
<S>                                                        <C>         <C>        <C>
Indiana................................................      18%        24%        30%
Ohio...................................................      16         22         18
Florida................................................      14         11         19
California.............................................      11          3          2
Michigan...............................................       6          4          5
All other states.......................................      35(1)      36         26
                                                            ---        ---        ---
Total..................................................     100%       100%       100%
                                                            ===        ===        ===
</TABLE>
 
-------------------------
(1) No other state had gross sales greater than 4% for 1996.
 
     Standard Management International's products are sold primarily in Western
Europe.
 
STANDARD LIFE PRODUCTS
 
     Flexible Premium Deferred Annuities. FPDAs provide for an initial deposit
by an annuitant and optional additional deposits, the time and amount of which
are at the discretion of the annuitant. Standard Life credits the account of the
annuitant with earnings at interest rates that are revised periodically by
Standard Life until the maturity date. This accumulated value is tax deferred.
Revisions to interest rates on FPDAs are restricted by an initial crediting rate
guaranteed for a specific period of time and a minimum crediting rate guaranteed
for the term of the FPDA. At maturity, the annuitant can elect a lump sum cash
payment of the accumulated value or one of the various payout options available.
Standard Life's FPDAs also provide for penalty-free partial withdrawals of up to
10% annually of the accumulation value after the annuitant has held the FPDA for
more than 12 months. In addition, the annuitant may surrender the FPDA at any
time before the maturity date and receive the accumulated value, less any
surrender charge then in effect for that contract. To protect holders of FPDAs
from a sharp reduction in the credited interest rate after a FPDA is issued,
Standard Life permits the FPDA holder of certain annuities to surrender the
annuity during a specified period without incurring a surrender charge if the
renewal crediting rate is below a stated level. This stated level of interest is
referred to as the "bail-out rate" and is typically below the original crediting
rate, but above the minimum guaranteed crediting rate.
 
     As of December 31, 1996, the crediting rates available on Standard Life's
currently marketed FPDAs ranged from 6.8% to 8.1% (5.1% + 3% first year bonus),
with new issues having an interest rate with a one year guarantee period. After
the initial period, the crediting rate may be changed periodically, subject to
minimum guaranteed rates from 3% to 4%. As of December 31, 1996, interest
crediting rates after the initial guarantee period ranged from 5% to 6.75%. The
surrender charge is initially 13% or 15% of the contract value depending on the
product and decreases over the applicable penalty period of nine, ten or
thirteen years. As of December 31, 1996, the bail out rate for Standard Life's
FPDAs was 4.5%; most currently marketed products carry a bail out rate for only
the first two years after issue. As of December 31, 1996, Standard Life had
7,851 currently marketed FPDA contracts in force.
 
     Whole Life Insurance. Standard Life offers two types of non-participating
whole life policies: one in face amounts up to $10,000 (which is only issued
upon conversion of other policies) and the other in face amounts
 
                                        7
<PAGE>   9
 
up to $50,000. Whole life insurance products involve fixed premium payments made
over time, with the stated death benefit paid in full upon the death of the
insured. The whole life policy combines the death benefit with a forced savings
plan. Premiums remain level over the life of the policy, with the policyholder
prefunding during the early years of coverage when risk of death is low. Over
time, whole life policies begin to accrue a cash value which can be made
available to the policyholder net of taxes and withdrawal penalties. As of
December 31, 1996, Standard Life had 302 currently marketed whole life policies
in force.
 
     Single Premium Immediate Annuities. Standard Life offers a single premium
immediate annuity ("SPIA"), whereby an annuitant purchases an immediate annuity
with a one-time premium deposit at the time of issuance. Standard Life begins a
payout stream shortly after the time of issuance consisting of principal value
plus accumulated interest credited to such annuity. This product credits
interest based on an investment portfolio earned rate assumption. As of December
31, 1996, Standard Life had 698 SPIA contracts in force.
 
     Single Premium Universal Life. SPULs provide for an initial deposit
(flexible premium universal life ("FPUL") for periodic deposits), credit
interest to account values and charge the account values for mortality and
administrative costs. As of December 31, 1996, the current interest rate on new
sales of SPULs is 7% with a guaranteed interest rate of 3%. As of December 31,
1996, Standard Life had 73 SPUL policies in force.
 
DIXIE NATIONAL LIFE PRODUCTS
 
     Life insurance policies sold by Dixie National Life in the final expense,
or burial, market include fixed premium interest sensitive policies that provide
for increasing death benefits, as well as traditional whole life policies. These
policies are designed to cover expenses such as funeral, last illness, monument
and cemetery lot. The policies provide for a death benefit, generally not in
excess of $10,000, and a level premium payment. The products include a cash
value which may be borrowed by the policyholder. Dixie National Life's policies
sold in other markets include interest sensitive and traditional whole life
policies and forms of term policies. The interest sensitive whole life policies
have a guaranteed interest rate of 5.50% on products marketed at December 31,
1996. The interest sensitive and whole life policies include cash values which
may be borrowed by the policyholder. Dixie National Life issues policies on both
a participating and non-participating basis. As of December 31, 1996, Dixie
National Life had 875 and 26,270 individual annuities and life policies in
force, respectively.
 
STANDARD MANAGEMENT INTERNATIONAL PRODUCTS
 
     Unit-linked Policies. Standard Management International currently writes
unit-linked life products, which are similar to U.S. produced variable life
products. Separate account assets and liabilities are maintained primarily for
the exclusive benefits of universal life contracts and investment contracts of
which the majority represents unit-linked business where benefits on surrender
and maturity are not guaranteed. They generally represent funds held in accounts
to meet specific investment objectives of policyholders who bear the investment
risk. Investment income and investment gains and losses within the separate
accounts accrue directly to such policyholders. The fees received by Standard
Management International for administrative and contract holder maintenance
services performed for these separate accounts are included in SMC's statement
of operations.
 
     In the past, Standard Management International also wrote investment
contracts and universal life policies and to a lesser extent, traditional life
policies. The investment contracts are mainly short-term single premium
endowments or temporary annuities under which fixed benefits are paid to the
policyholder. The terms of these contracts are such that SMC has relatively
small morbidity or mortality risk. The universal life contracts are mainly
regular premium and single premium endowment. The benefits payable to the
policyholders are directly linked to the investment performance of the
underlying assets.
 
                                        8
<PAGE>   10
 
CLOSED BLOCKS
 
     The premiums received on the closed blocks were primarily from the ordinary
and universal life business. This decline in premium income is expected as a
result of policy lapses, surrenders and expiries from closed blocks of business.
 
     Annuities. SMC's closed blocks of deferred annuities consist primarily of
FPDAs and a small amount of single premium deferred annuities ("SPDAs") which,
unlike FPDAs, do not provide for additional deposits. At December 31, 1996,
these deferred annuities had crediting rates ranging from 5% to 5.5% and
guaranteed minimum crediting rates ranging from 3% to 5.5%. The crediting rate
may be changed periodically. The contract owner is permitted to withdraw all or
part of the accumulation value. SMC's closed blocks of annuities include payout
annuities. Payout annuities consist of those annuities the benefits of which are
being paid out over a specified time period. Payout annuities cannot be
terminated by surrender or withdrawal. SMC's crediting rates on payout annuities
range from 5.5% to 6.5% and cannot be changed.
 
     Ordinary Life. The ordinary life policies included in SMC's closed blocks
are composed primarily of fixed premium, cash value whole life products. In
addition, they include annually renewable term policies as well as five, ten and
fifteen year level premium term policies.
 
     Universal Life. Certain closed blocks include universal life business. For
this business, SMC credits deposits and interest to account values and charges
the account values for mortality and administrative costs.
 
     Reinsurance. In connection with financial reinsurance, Dixie National Life
terminated a reinsurance agreement with Crown Life Insurance Company and
received recaptured premium income of $18,186,377 and entered into a financial
reinsurance agreement with Cologne Life Reinsurance Company and ceded
$13,091,290 of premium income in 1996.
 
     The policies subject to the recapture of the reinsurance agreement with
National Mutual were primarily ordinary life policies. See "Business of SMC --
Reinsurance."
 
PRODUCT PROFITABILITY
 
     The profitability of the life insurance and annuity products depend to a
significant degree on the maintenance of profit margins between investment
results from invested assets and interest credited on insurance and annuity
products. During 1996, such margins continued to be positive as a result of
reductions in crediting rates in spite of a fluctuating interest rate
environment.
 
     The long-term profitability of insurance products depends on the accuracy
of the actuarial assumptions that underlie the pricing of such products.
Actuarial calculations for such insurance products, and the ultimate
profitability of such products, are based on four major factors: (i)
persistency, (ii) mortality (iii) return on cash invested by the insurer during
the life of the policy and (iv) expenses of acquiring and administering the
policies.
 
     The average expected remaining life of Standard Life and Dixie National
Life's ordinary life business in force at December 31, 1996 is 9.0 and 10.75
years, respectively. These calculations were determined based upon SMC's
actuarial models and assumptions as to expected persistency and mortality.
Persistency is the extent to which insurance policies sold are maintained by the
insured. The persistency of life insurance and annuity products is a critical
element of their profitability. However, a surrender charge often applies in the
early contract years and declines to zero over time.
 
     Policyholders sometimes do not pay premiums, thus causing their policies to
lapse. For the years 1996, 1995 and 1994 Standard Life experienced total policy
lapses of 6.3%, 5.1% and 6.3% of total policies in force at December 31 of each
year, respectively. The American Council of Life Insurance 1996 Fact Book
reported industry life insurance voluntary termination rates in 1996 of 17.1%
for policies in force less than two years, 5.4% for policies in force for two
years or more and 7.2% for all policies in force.
 
                                        9
<PAGE>   11
 
OPERATIONS
 
     SMC emphasizes a high level of service to agents and policyholders and
strives to achieve low overhead costs. SMC's principal administrative
departments are its financial, policyholder services and management information
services ("MIS") departments. The financial department provides accounting,
budgeting, tax, investment, financial reporting and actuarial services and
establishes cost control systems for SMC. The policyholder services department
reviews policy applications, issues and administers policies and authorizes
disbursements related to claims and surrenders. The MIS department oversees and
administers SMC's information processing systems.
 
     SMC's administrative departments in the United States use a common
integrated system that permits SMC to function more efficiently, control costs
and maintain low overhead. SMC's MIS system is now servicing approximately
150,000 active and inactive policies. SMC is continually improving its MIS
systems to provide for continued growth from acquisitions and sales. SMC's 1997
capital budget for systems improvements is $250,000. Also, SMC anticipates
minimal expenditure to be required in the update of the MIS system for the year
2000.
 
     Standard Management International's administrative and MIS departments in
Luxembourg are an autonomous unit from the systems in the United States. SMC is
in the process of improving the MIS systems of Standard Management International
and integrating them with the U.S. systems.
 
INVESTMENTS
 
     Investment activities are an integral part of SMC's business; investment
income of SMC's insurance subsidiaries is an important part of its total
revenues. Profitability is significantly affected by spreads between rates
credited on insurance liabilities and interest yield on invested assets.
Substantially all credited rates on FPDAs may be changed at least annually. As
of December 31, 1996, the weighted average interest rate credited on SMC's
interest-sensitive liability portfolio, excluding liabilities related to
separate accounts, was approximately 5.35% per annum, and the weighted average
net yield of SMC's investment portfolio for the year ended December 31, 1996 was
7.36% for an average interest spread of 201 basis points at December 31, 1996,
compared to 205 basis points at December 31, 1995. The consistency in the
average interest spread in 1996 is primarily attributable to the increase in
investment portfolio yields, which offsets the effects of sales of FPDAs in 1996
with higher and more competitive interest rates. Increases or decreases in
interest rates could increase or decrease the average interest rate spread
between investment yields and interest rates credited on insurance liabilities,
which in turn could have a beneficial or adverse effect on the future
profitability of SMC. Sales of fixed maturity securities that result in
investment gains may also tend to decrease future average interest rate spreads.
State insurance laws and regulations prescribe the types of permitted
investments and limit their concentration in certain classes of investments.
 
     The following table shows SMC's pre-tax investment performance for the
periods indicated:
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                             --------------------------------------
                                                               1996           1995           1994
                                                               ----           ----           ----
                                                                     (DOLLARS IN THOUSANDS)
<S>                                                          <C>            <C>            <C>
Average invested assets(1)...............................    $285,186       $253,055       $221,138
Net investment income....................................      20,871         18,517         16,057
Weighted average annual yield(2).........................        7.32%          7.32%          7.26%
Net realized investment gains............................    $  1,302       $    688       $    558
</TABLE>
 
-------------------------
(1) Average invested assets are computed by dividing the total of the amortized
    cost of investments at the beginning of the period plus the individual
    quarter-end balances by the number of quarterly periods plus one.
 
(2) The weighted average annual yield on SMC's investment portfolio for each
    period is computed by dividing net investment income (exclusive of realized
    and unrealized gains and losses) by average invested assets for such period.
 
                                       10
<PAGE>   12
 
     The following table shows the amortized cost, gross unrealized gain (loss)
and estimated fair value of SMC's investment securities all of which are
available for sale:
 
<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1996
                                                        -------------------------------------------------
                                                                       GROSS         GROSS
                                                        AMORTIZED    UNREALIZED    UNREALIZED      FAIR
                                                          COST         GAINS         LOSSES       VALUE
                                                        ---------    ----------    ----------     -----
                                                                     (DOLLARS IN THOUSANDS)
<S>                                                     <C>          <C>           <C>           <C>
Fixed maturity securities:
  United States Treasury securities and obligations
     of United States government agencies...........    $ 20,753       $   51        $  420      $ 20,384
  Obligations of states and political
     subdivisions...................................       3,588          106            --         3,694
  Foreign government securities.....................      10,042           51           166         9,927
  Mortgage-backed securities........................      72,264          247           919        71,592
  Utilities.........................................      31,000          295           675        30,620
  Corporate bonds...................................     210,977        3,086         3,539       210,524
  Redeemable preferred stock........................         527           42            --           569
                                                        --------       ------        ------      --------
     Total fixed maturity securities................     349,151        3,878        $5,719       347,310
Equity securities...................................          58            4            --            62
                                                        --------       ------        ------      --------
     Total..........................................    $349,209       $3,882        $5,719      $347,372
                                                        ========       ======        ======      ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1995
                                                        -------------------------------------------------
                                                                       GROSS         GROSS
                                                        AMORTIZED    UNREALIZED    UNREALIZED      FAIR
                                                          COST         GAINS         LOSSES       VALUE
                                                        ---------    ----------    ----------     -----
                                                                     (DOLLARS IN THOUSANDS)
<S>                                                     <C>          <C>           <C>           <C>
Fixed maturity securities:
  United States Treasury securities and obligations
     of United States government agencies...........    $ 19,331       $  452        $   19      $ 19,764
  Obligations of states and political
     subdivisions...................................          60           --            --            60
  Foreign government securities.....................       5,056          118             3         5,171
  Mortgaged-backed securities.......................      45,161          417           416        45,162
  Utilities.........................................      23,916          462           186        24,192
  Corporate bonds...................................     132,119        7,281         1,657       137,743
                                                        --------       ------        ------      --------
     Total fixed maturity securities................     225,643        8,730         2,281       232,092
Equity securities...................................          52           --            --            52
                                                        --------       ------        ------      --------
     Total..........................................    $225,695       $8,730        $2,281      $232,144
                                                        ========       ======        ======      ========
</TABLE>
 
     The fair values for fixed maturity securities are based on quoted market
prices, where available. For fixed maturity securities not actively traded, fair
values are estimated using values obtained from independent pricing services or
by discounting expected future cash flows using a current market rate applicable
to the coupon rate, credit and maturity of the investments.
 
     SMC balances the duration of its invested assets with the expected duration
of benefit payments arising from insurance liabilities. The "duration" of a
security is the time-weighted present value of the security's cash flows and is
used to measure a security's price sensitivity to changes in market interest
rates. At December 31, 1996, the adjusted modified duration of fixed maturities
and short-term investments for its U.S. insurance subsidiaries was 5.5 years
compared to 5.4 years at December 31, 1995.
 
     The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1996 by contractual maturity are shown below. Actual maturities
will differ from contractual maturities because
 
                                       11
<PAGE>   13
 
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties and because most mortgage-backed securities provide for
periodic payments throughout their lives.
 
<TABLE>
<CAPTION>
                                                             AMORTIZED       FAIR
                                                                COST         VALUE
                                                             ---------       -----
                                                             (DOLLARS IN THOUSANDS)
<S>                                                          <C>           <C>
Due in one year or less..................................     $  7,418      $  7,435
Due after one year through five years....................       24,818        24,970
Due after five years through ten years...................      123,503       123,075
Due after ten years......................................      120,621       119,669
                                                              --------      --------
     Subtotal............................................      276,360       275,149
Redeemable preferred stock...............................          527           569
Mortgage-backed securities...............................       72,264        71,592
                                                              --------      --------
     Total fixed maturity securities.....................     $349,151      $347,310
                                                              ========      ========
</TABLE>
 
     SMC's investment strategy is guided by strategic objectives established by
the Investment Committee of the Board of Directors of Standard Life. SMC's major
investment objectives are: (i) to ensure adequate safety of investments and to
protect and enhance capital; (ii) to maximize after-tax return on investments;
(iii) to match the anticipated duration of investments with the anticipated
duration of policy liabilities; and (iv) to provide sufficient liquidity to meet
cash requirements with minimum sacrifice of investment yield. Consistent with
its strategy, SMC invests primarily in securities of the U.S. government and its
agencies, investment grade utility and corporate debt securities and
collateralized mortgage obligations ("CMOs"). From time to time when
opportunities arise, however, below investment grade securities may be
purchased. Protection against default risk is a primary consideration. SMC has
determined it will not invest more than 7% of its bond portfolio in below
investment grade securities.
 
     The following table sets forth the quality of SMC's fixed maturity
securities as of December 31, 1996, classified in accordance with the ratings
assigned by the National Association of Insurance Commissioners ("NAIC"):
 
<TABLE>
<CAPTION>
                                                                 PERCENT OF FIXED
                      NAIC RATING (1)                           MATURITY SECURITIES
                      ---------------                           -------------------
<S>                                                             <C>
1...........................................................             49%
2...........................................................             47
                                                                        ---
  Investment Grade..........................................             96
3-4.........................................................              4
5-6.........................................................             --
                                                                        ---
  Below Investment Grade....................................              4
                                                                        ---
     Total fixed maturity securities........................            100%
                                                                        ===
</TABLE>
 
-------------------------
(1) The NAIC assigns securities quality ratings and uniform book values called
    "NAIC Designations," which are used by insurers when preparing their annual
    statements. The NAIC assigns ratings to publicly traded as well as
    privately-placed securities. The ratings assigned by the NAIC range from
    Class 1 to Class 6, with a rating in Class 1 being of the highest quality.
 
     SMC engages Conseco Capital Management Inc. ("CCM"), a wholly owned
subsidiary of Conseco, Inc., to manage SMC's invested assets (other than
mortgage loans, policy loans, real estate and other invested assets), subject to
the direction of SMC's Investment Committee. A quarterly fee equal to .035% of
the total market value of the assets under management as of the end of each
quarter is paid to CCM for its investment advisory services.
 
     Approximately 21% of SMC's fixed maturity securities at December 31, 1996
is comprised of mortgage-backed securities. Investments in mortgage-backed
securities include CMOs and mortgage-backed pass-through securities.
Approximately 79% of the book value of the mortgage-backed securities in SMC's
portfolio
 
                                       12
<PAGE>   14
 
is backed by an agency of the U.S. government (although generally not by the
full faith and credit of the U.S. government) as to the full amount of both
principal and interest. Approximately 12% of the book value of mortgage-backed
securities in SMC's portfolio is backed by the full faith and credit of the U.S.
government as to the full amount of both principal and interest. SMC closely
monitors the market value of all investments within its mortgage-backed
portfolio.
 
     The following table summarizes SMC's mortgage-backed securities at December
31, 1996:
 
<TABLE>
<CAPTION>
                                                                                         ESTIMATED
                                                     % OF                     % OF       AVG. LIFE     AVG. TERM
                                        BOOK        FIXED        FAIR        FIXED           OF         TO FINAL
                                        VALUE     MATURITIES     VALUE     MATURITIES    INVESTMENT     MATURITY
                                        -----     ----------     -----     ----------    ----------    ---------
                                                                 (DOLLARS IN THOUSANDS)
                                                                                         (IN YEARS)    (IN YEARS)
<S>                                    <C>        <C>           <C>        <C>           <C>           <C>
Agency CMOs:
  Planned and target amortization
     classes.......................    $23,371        6.7       $22,827        6.6           6.7          25.2
  Sequential and support classes...      1,417         .4         1,456         .4           7.3          22.1
                                       -------       ----       -------       ----          ----          ----
     Total.........................     24,788        7.1        24,283        7.0           6.7          25.0
Non-agency CMOs:
  Planned amortization classes.....      1,492         .4         1,448         .4          10.8          27.0
  Sequential classes...............     13,673        3.9        13,550        3.9           8.2          22.2
                                       -------       ----       -------       ----          ----          ----
     Total.........................     15,165        4.3        14,998        4.3           8.5          22.7
                                       -------       ----       -------       ----          ----          ----
Total CMOs.........................     39,953       11.4        39,281       11.3           7.4          24.1
Agency mortgage-backed pass-through
  securities.......................     32,311        9.3        32,311        9.3           7.2          17.4
                                       -------       ----       -------       ----          ----          ----
     Total mortgage-backed
       securities..................    $72,264       20.7       $71,592       20.6           7.3          21.0
                                       =======       ====       =======       ====          ====          ====
</TABLE>
 
     The market values for SMC's mortgage-backed securities were determined from
broker-dealer market makers, internally developed methods and nationally
recognized statistical rating organizations.
 
     Certain mortgage-backed securities are subject to significant prepayment
risk, since, in periods of declining interest rates, mortgages may be repaid
more rapidly than scheduled as individuals refinance higher rate mortgages to
take advantage of the lower current rates. As a result, holders of
mortgage-backed securities may receive large prepayments on their investment
which cannot be reinvested at an interest rate comparable to the rate on the
prepaying mortgages. SMC has addressed this risk of prepayment risk by investing
34% of its mortgage-backed investment portfolio in planned and target
amortization classes. These investments are designed to amortize in a more
predictable manner by shifting the primary risk of prepayment of the underlying
collateral to investors in other tranches ("support classes"). Mortgage-backed
pass-through securities, "sequential" and support class CMOs, which comprised
approximately 66% of the book value of SMC's mortgage-backed securities at
December 31, 1996, are more sensitive to this prepayment risk.
 
SEPARATE ACCOUNTS
 
     Separate account assets and liabilities are maintained primarily for
universal life contracts of which the majority represents unit-linked business
where benefits on surrender and maturity are not guaranteed. They generally
represent funds held in accounts to meet specific investment objectives of
policyholders who bear the investment risk. Investment income and investment
gains and losses accrue directly to such policyholders.
 
UNDERWRITING
 
     Premiums charged on insurance products are based in part on assumptions
about the incidence and timing of insurance claims. SMC has adopted and follows
underwriting procedures for both its whole life and universal life insurance
policies. To implement these procedures, SMC employs a professional underwriting
staff. All underwriting decisions are made in SMC's home office. To the extent
that an applicant does not
 
                                       13
<PAGE>   15
 
meet SMC's underwriting standards for issuance of a policy at the standard risk
classifications, SMC may rate or decline the application. Underwriting with
respect to FPDAs is minimal. No underwriting procedures are applied to Standard
Life's $10,000 conversion policy or Standard Management International's
unit-linked business.
 
     Traditional underwriting procedures are not applied to policies acquired in
blocks. In these cases, SMC reviews the mortality experience for recent years
and compares actual experience to that assumed in the actuarial projections for
the acquired policies.
 
RESERVES
 
     In accordance with applicable insurance laws, SMC's insurance subsidiaries
have established and carry as liabilities in their statutory financial
statements actuarially determined reserves to satisfy their respective annuity
contract and life insurance policy obligations. Reserves, together with premiums
to be received on outstanding policies and interest thereon at certain assumed
rates, are calculated to be sufficient to satisfy policy and contract
obligations. The actuarial factors used in determining such reserves are based
on statutorily prescribed mortality tables and interest rates.
 
     The reserves recorded in the consolidated financial statements included
elsewhere herein are calculated based on GAAP and differ from those specified by
the laws of the various states and recorded in the statutory financial
statements of SMC's insurance subsidiaries. These differences arise from the use
of different mortality tables and interest rate assumptions, the introduction of
lapse assumptions into the reserve calculation and the use of the net level
premium reserve method on all insurance business. See Note 1 of the Notes to the
Consolidated Financial Statements for certain additional information regarding
reserve assumptions under GAAP.
 
     To determine policy benefit reserves for its life insurance and annuity
products, SMC performs periodic studies to compare current experience for
mortality, interest and lapse rates with projected experience used in
calculating the reserves. Differences are reflected currently in earnings for
each period. SMC historically has not experienced significant adverse deviations
from its assumptions.
 
REINSURANCE
 
     Consistent with the general practice of the life insurance industry, SMC
has reinsured portions of the coverage provided by its insurance products with
other insurance companies under agreements of indemnity reinsurance. Prior to
January 1, 1995, reinsurance was not maintained with respect to SMC's currently
marketed annuity products. The policy risk retention limit on the life of any
one individual does not exceed $150,000.
 
     Indemnity reinsurance agreements are intended to limit a life insurer's
maximum loss on a particular risk or to obtain a greater diversification of
risk. Indemnity reinsurance does not discharge the primary liability of the
original insurer to the insured, but it is the practice of insurers for
statutory accounting purposes (subject to certain limitations of state insurance
statutes) to account for risks which have been reinsured with other approved
companies, to the extent of the reinsurance, as though they are not risks for
which the original insurer is liable. However, under Statement of Financial
Accounting Standards No. 113 ("SFAS 113"), "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts" these amounts are
added back to policy reserves and recorded as amounts due from reinsurers.
 
     Reinsurance ceded on life insurance policies to unaffiliated companies by
SMC in 1996, 1995 and 1994 represented 57.6%, 68.8% and 75.4%, respectively, of
gross combined individual life insurance in force at the end of such years.
Reinsurance assumed in the normal course from unaffiliated companies by SMC in
1996, 1995 and 1994 represented .02%, .04% and .05%, respectively, of net
combined individual life insurance in force excluding reinsurance from GIAC
described below. SMC cedes reinsurance to numerous reinsurers. At December 31,
1996, approximately $477,980,000 of the face value of life policies and
reinsurance recoverable of $2,944,000 had been ceded to The Lincoln National
Life Insurance Company ("Lincoln National"), $203,097,000 of the face value of
life policies and reinsurance recoverable of $1,288,000 had been ceded to
 
                                       14
<PAGE>   16
 
Security Life of Denver Insurance Company ("Security Life") and $191,813,000 of
the face value of life policies and reinsurance recoverable of $1,007,000 ceded
to The Mercantile and General Reinsurance Company ("Mercantile"). Lincoln
National is the lead reinsurer with a total of 29.3% of total reinsurance ceded
with Security Life and Mercantile each accounting for 12.4% and 11.7%,
respectively, of total reinsurance ceded by SMC's life insurance subsidiaries at
December 31, 1996. The amount of life insurance business ceded to any other
reinsurer is not material. Of SMC's total life insurance in force at December
31, 1996 that is reinsured, 100.0% is ceded to insurers rated "A" or better by
A.M. Best. SMC historically has not experienced any material losses in
collection of reinsurance receivables.
 
     Commencing January 1, 1995, SMC began to reinsure a portion of its annuity
business. The primary purposes of the reinsurance agreement were to limit the
net loss arising from large risks, maintain SMC's exposure to loss within
capital resources, and provide additional capacity for future growth.
Furthermore, these reinsurance agreements have allowed SMC to write volumes of
business that it would not otherwise have been able to write due to restrictions
based on its ratio of surplus to liabilities as determined by regulatory
authorities in the State of Florida. By reinsuring a portion of the annuity
business, the liability growth is slowed, thereby avoiding the erosion of
surplus that can occur in periods of increasing sales. If SMC's ratio of surplus
to liabilities falls below 4%, the State of Florida could prohibit SMC from
writing new business in Florida. SMC's largest annuity reinsurer at December 31,
1996, Winterthur Life Re Insurance Company ("Winterthur"), represented
$26,138,000, or 38% of total reinsurance recoverable, $8,907,000 of premium
deposits ceded in 1996 and is rated "A" ("Excellent") by A.M. Best. From January
1, 1995 to August 31, 1995 approximately 70% of certain of Standard Life's
annuity business produced was ceded. SMC decreased the quota-share portion of
business ceded to 50% at September 1, 1995 and further reduced it to 25%
effective April 1, 1996. This reduction was possible since the surplus strain
experienced by Standard Life was not as great as originally anticipated as a
result of lower than expected sales in 1995 and the increase in surplus
resulting from the sale of First International. Winterthur limits dividends and
other transfers by Standard Life to SMC or affiliated companies if adjusted
surplus is less than 5.5% of admitted assets, $19,800,000 at June 30, 1997.
 
     On March 18, 1996, Standard Life completed the sale of First International
to GIAC. Standard Life received sale proceeds of approximately $10,393,000
including $1,500,000 for the charter and licenses associated with First
International. Standard Life realized a net pretax gain of $1,041,692 and a tax
benefit of $1,420,000 on the sale. First International, Standard Life and GIAC
have entered into a series of reinsurance and other agreements that include
provisions for Standard Life to administer First International policies in force
at the date of sale, and for Standard Life to continue to receive the profit
stream from the majority of First International's in force business effective
January 1, 1996.
 
     All the in force business of First International effective January 1, 1996
was ceded to GIAC through a coinsurance indemnity reinsurance agreement. Under
the terms of the agreement, approximately $18,841,000 of First International's
reserves and assets of $18,841,000 were ceded to GIAC as of January 1, 1996. The
assets transferred included cash of $17,046,000, policy loans of $1,371,000, and
net due and deferred premiums of $424,000. The in force business related to this
automatic coinsurance indemnity reinsurance agreement is comprised of the
following two blocks: ("Block I") -- ordinary life policies (issued in New York
and New Jersey), universal life, immediate and deferred annuities (issued in New
York, New Jersey and Vermont), supplemental contracts and group waivers, and
("Block II") -- ordinary life policies (not issued in New York and New Jersey)
issued prior to 1989, and term life policies (issued in New York, New Jersey and
Vermont) issued after 1988.
 
     Effective January 1, 1996, GIAC entered into a modified coinsurance
indemnity reinsurance agreement with Standard Life with respect to Blocks I and
II. Pursuant to this agreement, Standard Life administers the policies in both
Block I and Block II. Under the terms of the agreement, Standard Life assumed
approximately $18,841,000 of reserves for Block I and Block II from GIAC as of
January 1, 1996. During 1996, Standard Life incurred and paid experience rating
refunds to GIAC on Block I for profits earned in excess of specified amounts.
These refunds were calculated and paid on a quarterly basis. As a result, the
economic risks and benefits associated with Block I remained with GIAC.
Effective January 1, 1997, GIAC and Standard Life executed Amendment I to the
modified coinsurance indemnity reinsurance agreement. Under the terms of
Amendment I, GIAC and Standard Life agreed to terminate effective January 1,
1997 the
 
                                       15
<PAGE>   17
 
modified coinsurance indemnity reinsurance agreement with regard to Block I, and
Block I reverted completely to GIAC. In accordance with the provisions of SFAS
60, SFAS 97, and SFAS 113 for a reinsurance assuming enterprise, in accordance
with deposit accounting, Standard Life has not recorded revenue or expense
during 1996 for the Block I reinsurance. A ceding commission of $1,100,000
received by First International in connection with the sale was deferred by
First International in accordance with FAS 113. When First International was
sold, the amount was paid to SMC by GIAC as part of First International's
statutory capital and surplus. There is no experience rating refund on Block II
and, accordingly, the economic risks and benefits associated with Block II
remain with Standard Life. Under the terms of the reinsurance agreement,
Standard Life is permitted to appoint an investment advisor subject to approval
from GIAC for the Block II assets. Standard Life has appointed Gibraltar
Investments as such investment advisor for Block II assets. Investment advisory
fees are paid from the Block II assets and reduce Block II profits. The Block II
contract was determined to be a risk transfer assumption reinsurance contract by
Standard Life under SFAS 60, SFAS 97, and SFAS 113. In accordance with these
pronouncements, Standard Life has recorded premium income of $1,119,000 and net
benefits and expenses of $682,000 in its 1996 income statement for the Block II
business. In addition, on its balance sheet at December 31, 1996, Standard Life
has recorded the policy reserves of $8,265,000 and the related due from
reinsurers of $8,265,000 for the assets held in a GIAC trust account.
 
     As part of the acquisition of First International by SMC in 1992, Standard
Life entered into an indemnity reinsurance agreement with First International
effective July 1, 1992. This business was subsequently assumed by Standard Life
effective January 1, 1993. At the date of the sale of First International to
GIAC, Standard Life ceded this block of business with policy reserves of
$12,514,000 and related assets to GIAC. Consideration of $700,000 paid in
connection with the purchase agreement represented additional sales proceeds.
All risks and rewards related to the $700,000 have occurred and have therefore
been recognized. This block of business ("Block III") consisted of term life
policies (not issued in New York, New Jersey or Vermont) issued after 1988 and
immediate and deferred annuities (not issued in New York, New Jersey and
Vermont) and lottery annuities. Standard Life will continue to receive profits
from Block III through experience rating refunds from GIAC on Block III. These
experience rating refund calculations are prepared and paid on a quarterly basis
for profits in excess of specified amounts. The experience rating refund
payments will continue so long as any of the underlying policies remain in
force. Under the terms of the reinsurance agreement, Standard Life is permitted
to appoint an investment advisor subject to approval from GIAC for the Block III
assets. Standard Life has appointed Gibraltar Investments as such investment
advisor for Block III assets. Investment advisory fees are paid from the Block
III assets and reduce the experience rating refunds. For GAAP accounting
purposes, Standard Life concluded that this contract did not involve the
transfer of risk to GIAC in accordance with SFAS 113. Standard Life has recorded
premiums of $1,033,000 and net investment income of $932,000 and benefits and
expenses of $1,946,000 in its 1996 income statement for the Block III contract.
In addition, on its December 31, 1996 balance sheet, Standard Life has recorded
the policy reserves of $12,766,000 and the related due from reinsurers for the
assets of $12,675,000 held in a GIAC trust account.
 
     Standard Life received an administration fee of $316,000 for the year ended
December 31, 1996 from First International for the administration of the Block I
and Block II policies that were in force at the time of the sale of First
International.
 
     SMC decided in February 1996 to terminate the reinsurance agreement between
Standard Reinsurance and Salamandra, and to not renew the Barbados license of
Standard Reinsurance. This resulted in the termination of Standard Reinsurance's
operations and the write-off of SMC's investment in Standard Reinsurance and
certain intangible assets of Standard Reinsurance amounting to $155,856.
 
     Standard Life terminated by recapture in May 1996 the reinsurance agreement
with National Mutual. Standard Life received assets of $4,826,000 and
liabilities of $4,826,000, primarily ordinary life policies. In connection with
this transaction, Standard Life agreed to pay National Mutual a recapture fee of
$1,200,000, and Standard Life collected administration fees of $375,000 related
to services provided in prior years that had not been recorded previously due to
the uncertainty as to its collection. The net proceeds of $825,000 were recorded
as the present value of the future profits on this block of business, which is
being amortized in
 
                                       16
<PAGE>   18
 
proportion to the emergence of profits over 20 years. The premium income, and
corresponding increase in reserves, of $4,234,000, recorded in connection with
the recapture of the reinsurance agreement with National Mutual will not recur
in the future.
 
     In order to write an increasing amount of new business while continuing to
meet the statutory requirements of the states in which it conducts its insurance
operations, it has been necessary for Dixie National Life to utilize various
forms of surplus relief. The principal source of surplus relief since 1989 has
been financial reinsurance agreements, which for GAAP purposes are treated as
financing arrangements, but for statutory accounting purposes provide reserve
credits that, in equal amount, increase statutory surplus. Dixie National Life
has a financial reinsurance agreement that entitles it to a credit to its
statutory reserves of $1,500,000 at December 31, 1996, with the amount of the
credit decreasing each quarter by the amount of profit generated to Dixie
National Life by the underlying block of business.
 
COMPETITION
 
     The life insurance industry is highly competitive and consists of a large
number of both stock and mutual insurance companies, many of which have
substantially greater financial resources, broader and more diversified product
lines and larger staffs than those possessed by SMC. There are approximately
2,000 life insurance companies in the United States which may offer insurance
products similar to those marketed by SMC. Competition within the life insurance
industry occurs on the basis of, among other things, product features such as
price and interest rates, perceived financial stability of the insurer,
policyholder service, name recognition and ratings assigned by insurance rating
organizations. Additionally, when SMC bids on companies it wishes to acquire, it
typically is in competition with other entities.
 
     SMC must also compete with other insurers to attract and retain the
allegiance of agents. SMC believes it has been successful in attracting and
retaining agents because it has been able to offer a competitive package of
innovative products, competitive commission structures, prompt policy issuance
and responsive policyholder service. Because most annuity business written by
life companies is through agents, management believes that competition centers
more on the strength of the agent relationship rather than on the identity of
the insurer.
 
     Competition also is encountered from the expanding number of banks,
securities brokerage firms and other financial intermediaries which are
marketing insurance products and which offer competing products such as savings
accounts and securities. In the case of banks, these insurance products are sold
for non-affiliate insurance companies in return for a sales fee. A change in
legislation may increase interest on the part of banks to begin selling
annuities or to expand their existing efforts to sell annuities. The decision
could result in a partial shift in the distribution of annuities from insurance
agents to national banks, which, in turn, could result in a decrease in sales
for SMC, or it could result in an increase in the number of annuities sold
because of distribution through national banks (or securities firms), which
could result in new distribution opportunities for SMC. SMC has not been
involved in distribution of annuities through national banks but anticipates
expansion into financial institutions with the pending acquisition of
SaversLife.
 
     Financial institutions, school districts, marketing companies, agents who
market insurance products and policyholders use the ratings of an insurer as one
factor in determining which insurer's annuity to market or purchase. Standard
Life and Dixie National Life have a rating of "B" and "B-", respectively by A.M.
Best, an insurance rating organization. A rating of "B" or "B-" is assigned by
A.M. Best to companies which, in their opinion, have achieved adequate overall
performance when compared to the standards established by A.M. Best. According
to A.M. Best, these companies generally have an adequate ability to meet their
obligations to policyholders, but their financial strength is vulnerable to
unfavorable changes in underwriting or economic conditions. In evaluating a
company's financial and operating performance, A.M. Best reviews the company's
profitability, leverage and liquidity as well as the company's book of business,
the adequacy and soundness of its reinsurance, the quality and estimated market
value of its assets, the adequacy of its reserves and the experience and
competence of its management. A.M. Best's ratings are based upon factors
relevant to policyholders, agents, insurance brokers and intermediaries and are
not directed to the protection of investors. Generally, rating agencies base
their ratings on information furnished to them by the issuer and on
investigations, studies and assumptions by the rating agencies. There is no
assurance that any particular rating
 
                                       17
<PAGE>   19
 
will continue for any given period of time or that it will not be changed or
withdrawn entirely if, in the judgment of the rating agency, circumstances so
warrant. Although a higher rating by A.M. Best or another insurance rating
organization could have a favorable effect on Standard Life and Dixie National
Life's business, management believes that Standard Life and Dixie National Life
are able to compete on the basis of their competitive crediting rates, asset
quality, strong relations with their independent agents and the quality of
service to their policyholders.
 
FEDERAL INCOME TAXATION
 
     The life insurance and annuity products marketed and issued by Standard
Life and Dixie National Life generally provide the policyholder with an income
tax advantage, as compared to other saving investments such as certificates of
deposit and bonds, in that income taxation on the increase in value of the
product is deferred until receipt by the policyholder. With other savings
investments, the increase in value is taxed as earned. Life insurance benefits
which accrue prior to the death of the policyholder and annuity benefits are
generally not taxable until paid and life insurance death benefits are generally
exempt from income tax. The tax advantage for life insurance and annuity
products is provided in the Internal Revenue Code ("IRC"), and is generally
followed in all states and other United States taxing jurisdictions.
Accordingly, it is subject to change by Congress and the legislatures of the
respective taxing jurisdictions.
 
     SMC, Standard Marketing and other U.S. non-insurance subsidiaries file a
consolidated return for federal income tax purposes. Standard Life and Dixie
National Life, as life insurance companies, file separate federal income tax
returns. As of December 31, 1996, SMC, Standard Marketing and other U.S. non-
insurance subsidiaries had consolidated net operating loss carryforwards of
approximately $8,600,000 for tax return purposes which expire from 2005 to 2011.
 
     At December 31, 1996, Standard Life had tax return net operating loss carry
forwards of approximately $1,400,000, which expire in 2004 and 2005. As a result
of changes in ownership of SMC and Standard Life, use of the loss carry forwards
of Standard Life are subject to annual limitations. The change in ownership of
Savers Life will not result in additional limitations on the use of the loss
carryforwards available to Standard Life. The maximum tax return operating loss
carryforwards available for use by Standard Life in any one year are
approximately $300,000.
 
     At December 31, 1996, Dixie National Life had tax return net operating loss
carryforwards of approximately $5,800,000, which expire in 2010 and 2011.
 
     Standard Management International is a Luxembourg holding company which is
currently exempt from Luxembourg income tax. Premier Life (Bermuda) is exempt
from income tax until March 2016 pursuant to a decree from the Minister of
Finance. Premier Life (Luxembourg) is subject to Luxembourg income taxation
(statutory corporate rate of 39.39%) and a capital tax of approximately 1% of
its net equity. At December 31, 1996, Premier Life (Luxembourg) had accumulated
corporate income tax loss carryforwards of approximately $5,900,000, all of
which may be carried forward indefinitely. To the extent that such income is
taxable under U.S. law, such income will be included in SMC's consolidated
return.
 
INFLATION
 
     The primary direct effect on SMC of inflation is the increase in operating
expenses. A large portion of SMC's operating expenses consists of salaries which
are subject to wage increases at least partly affected by the rate of inflation.
SMC attempts to minimize the impact of inflation on operating expenses through
programs to improve productivity.
 
     The rate of inflation also has an indirect effect on SMC. To the extent
that the government's economic policy to control the level of inflation results
in changes in interest rates, SMC's new sales of insurance products and
investment income are affected. Changes in the level of interest rates also have
an effect on interest spreads, as investment earnings are reinvested.
 
                                       18
<PAGE>   20
 
FOREIGN OPERATIONS AND CURRENCY RISK
 
     SMC's foreign operations represent the Standard Management International
group which consists of a Luxembourg holding company and two life insurance
subsidiaries: Premier Life (Luxembourg) and Premier Life (Bermuda). Standard
Management International policyholders invest in assets denominated in a broad
range of currencies. Policyholders effectively bear the currency risk, if any,
as these investments are matched by policyholder separate account liabilities.
Therefore, their investment and currency risk is limited to premiums they have
paid. Policyholders are not permitted to invest directly into options, futures
and derivatives.
 
     Standard Management International could be exposed to currency fluctuations
if currencies within the conventional investment portfolio or certain actuarial
reserves are mismatched. The assets and liabilities of this portfolio and the
reserves are continually matched by the company and at regular intervals by the
independent actuary. In addition, Premier Life (Luxembourg)'s stockholder's
equity is denominated in Luxembourg francs. Premier Life (Luxembourg) does not
hedge it's translation risk because its stockholder's equity will remain in
Luxembourg francs for the foreseeable future and no significant realized foreign
exchange gains or losses are anticipated. At December 31, 1996, there is an
unrealized gain from foreign currency translation adjustment of $691,000.
 
     Due to the nature of unit-linked products issued by Standard Management
International, which represent over 91% of the Standard Management International
portfolio, the investment risk rests with the policyholder. Investment risk for
Standard Management International exists where Standard Management International
makes investment decisions with respect to the remaining traditional business
and for the assets backing certain actuarial and regulatory reserves. The
investments underlying these liabilities mostly represent short term investments
and fixed maturity securities. These short-term investments and fixed maturity
securities are normally bought and/or disposed of only on the advice of
independent consulting actuaries who perform an annual exercise comparing
anticipated cash flows on the insurance portfolio with the cash flows from the
fixed maturity securities. Any resulting material foreign currency mismatches
are then covered by buying and/or selling the securities as appropriate.
 
REGULATORY FACTORS
 
     SMC's insurance subsidiaries are subject to regulation by the insurance
regulatory authorities in the jurisdictions in which they are domiciled and the
insurance regulatory bodies in the other jurisdictions in which they are
licensed to sell insurance. The purpose of such regulation is primarily to
ensure the financial stability of insurance companies and to provide safeguards
for policyholders rather than to protect the interest of stockholders. The
insurance laws of various jurisdictions establish regulatory agencies with broad
administrative powers relating to the licensing of insurers and their agents,
the regulation of trade practices, management agreements, the types of permitted
investments and maximum concentration, deposits of securities, the form and
content of financial statements, rates charged by insurance companies, sales
literature and insurance policies, accounting practices and the maintenance of
specified reserves, capital and surplus. Each of SMC's insurance subsidiaries is
required to file detailed periodic financial reports with supervisory agencies
in certain of the jurisdictions in which it does business.
 
     Most states have enacted legislation regulating insurance holding
companies. The insurance holding company laws and regulations vary by state, but
generally require an insurance holding company and its insurance company
subsidiaries licensed to do business in the state to register and file certain
reports with the regulatory authorities, including information concerning
capital structure, ownership, financial condition, certain intercompany
transactions and general business operations. State holding company laws also
require prior notice or regulatory agency approval of certain material
intercompany transfers of assets within the holding company structure.
 
     As a holding company, Standard Management's ability to pay operating
expenses and meet debt service obligations if any, depends on the receipt of
sufficient funds, primarily through management fees, rental income, dividends
and interest payments on its Surplus Debentures from its subsidiaries. Subject
to the restrictions described below, Standard Management may receive dividends
from its direct subsidiaries,
 
                                       19
<PAGE>   21
 
Standard Life, Standard Management International and Standard Marketing. Dixie
National Life is a subsidiary of Standard Life. Accordingly, any dividends paid
by Dixie National Life to Standard Life may be paid to Standard Management only
if Standard Life is entitled to pay dividends to Standard Management.
 
     Under Indiana insurance law, Standard Life may not enter into certain
transactions, including management agreements and service contracts, with
members of its insurance holding company system, including Standard Management,
unless Standard Life has notified the Indiana Department of Insurance of its
intention to enter into such transactions and the Indiana Department of
Insurance has not disapproved of them within the period specified by Indiana
law. Among other things, such transactions are subject to the requirement that
their terms be fair and reasonable and that the charges or fees for services
performed be reasonable.
 
     Pursuant to the management services agreement with Standard Management,
Standard Life paid Standard Management a monthly fee of $150,000 during 1996 and
1995 for certain management services related to the production of business,
investment of assets and evaluation of acquisitions. The management service
agreement between Standard Management and Standard Life for 1997 has been
renegotiated to increase the monthly fee to $166,667 (annual fee of $2,000,000).
This amended management service agreement has been approved by the Commissioner
of the Indiana Department of Insurance. Pursuant to the management service
agreement with Standard Life, Dixie National Life paid fees of $1,524,000 for
the year ended December 31, 1996. The Mississippi Department of Insurance has
approved a decrease of the monthly payment to $83,333 (annual fee of $1,000,000)
from Dixie National Life to Standard Life in 1997. Both of these agreements
provide that they may be modified or terminated by the Indiana and Mississippi
departments of insurance in the event of financial hardship of Standard Life or
Dixie National Life.
 
     Dividends from Standard Life to Standard Management are limited by laws
applicable to insurance companies. As an Indiana domiciled insurance company,
Standard Life may pay a dividend or distribution from its surplus profits,
without the prior approval of the Commissioner of the Indiana Department of
Insurance, if the dividend or distribution, together with all other dividends
and distributions paid within the preceding twelve months, does not exceed the
greater of (i) net gain from operations or (ii) 10% of surplus, in each case as
shown in its preceding annual statutory financial statements. Also, regulatory
approval is required when dividends to be paid exceed unassigned surplus. For
the year ended December 31, 1996, Standard Life reported statutory net gain from
operations of $1,427,000, statutory surplus of $22,970,000 and unassigned
surplus of, $1,140,000. Standard Life anticipates paying dividends of
approximately $1,600,000 in 1997 and the approval of the Commissioner of the
Indiana Department of Insurance will be required. Standard Life has declared a
dividend of $1,000,000 to be paid in April 1997.
 
     The Indiana insurance laws and regulations require that the statutory
surplus of Standard Life following any dividend or distribution be reasonable in
relation to its outstanding liabilities and adequate to its financial needs. The
Indiana Department of Insurance may bring an action to enjoin or rescind the
payment of a dividend or distribution by Standard Life that would cause its
statutory surplus to be unreasonable or inadequate under this standard.
 
     Under Luxembourg law, Standard Management International dividends are
limited to its accumulated earnings without regulatory approval. Standard
Management International and Premier Life (Luxembourg) were not permitted to pay
dividends in 1996 and 1995 due to accumulated losses, and none are anticipated
in 1997. Premier Life (Bermuda) did not pay dividends in 1996 and 1995. Pursuant
to the management services agreement with Standard Management, Premier Life
(Luxembourg) paid Standard Management a management fee of $100,000 per year
during 1996 and 1995 for certain management and administrative services. The
agreement provides that it may be modified or terminated by either Standard
Management or Premier Life (Luxembourg).
 
     Most states, including Indiana, require administrative approval of the
acquisition of 10% or more of the outstanding shares of an insurance company
incorporated in the state or the acquisition of 10% or more of the outstanding
shares of an insurance holding company whose insurance subsidiary is
incorporated in the state. The request for approval must be accompanied by
detailed information concerning the acquiring parties and the plan of
acquisition. The acquisition of 10% of such shares is generally deemed to be the
acquisition of "control" for the purpose of the holding company statutes.
However, in many states the insurance authorities
 
                                       20
<PAGE>   22
 
may find that "control" in fact does or does not exist in circumstances in which
a person owns or controls either a lesser or a greater amount of securities.
 
     In some instances many state regulatory authorities require deposits of
assets for the protection of policyholders either in those states or for all
policyholders. At December 31, 1996, securities representing approximately 4% of
the book value of SMC's U.S. insurance subsidiaries' invested assets were on
deposit with various state treasurers or custodians. Such deposits must consist
of securities that comply with the standards that the particular state has
established. Assets of Standard Management International of $7,750,000 at
December 31, 1996 were held by a custodian bank approved by the Luxembourg
regulatory authorities to comply with local insurance laws.
 
     In recent years, the NAIC and state insurance regulators have reexamined
existing laws and regulations and their application to insurance companies. This
reexamination has focused on insurance company investment and solvency issues,
risk-based capital guidelines, assumption reinsurance, interpretations of
existing laws, the development of new laws, the interpretation of nonstatutory
guidelines, the standardization of statutory accounting rules and the
circumstances under which dividends may be paid. The NAIC has encouraged states
to adopt model NAIC laws on specific topics such as holding company regulations
and the definition of extraordinary dividends. It is not possible to predict the
future impact of changing state regulation on the operations of SMC.
 
     The NAIC, as well as Indiana and Mississippi, has adopted RBC requirements
for U.S. life/health insurance companies to evaluate the adequacy of statutory
capital and surplus in relation to investment and insurance risks such as asset
quality, mortality and morbidity, asset and liability matching, benefit and loss
reserve adequacy, and other business factors. The RBC formula is used by state
insurance regulators as an early warning tool to identify, for the purpose of
initiating regulatory action, insurance companies that potentially are
inadequately capitalized. The RBC guidelines are intended to be a regulatory
tool only, and are not intended as a means to rank insurers generally. In
addition, the formula defines minimum capital standards that supplement the
previously existing system of low fixed minimum capital and surplus requirements
on a state-by-state basis. Regulatory compliance is determined by a ratio of the
enterprise's regulatory total adjusted capital, as defined by the NAIC, to its
authorized control level RBC, as defined by the NAIC. Enterprises below specific
trigger points or ratios are classified within certain levels, each of which
requires specific corrective action. If a company's RBC ratio is in the Company
Action Level range defined as an RBC ratio of 1.5-2, the company must submit a
plan to improve its RBC ratio. The Regulatory Action Level range defined as an
RBC ratio of 1-1.5 provides that regulators will order corrective actions. At
the Authorized Control Level range defined as an RBC ratio of 0.7-1, regulators
are authorized to take control of the company. Finally, at the Mandatory Control
Level defined as ratios below 0.7, regulators must take over the company. The
RBC ratios of SMC's U.S. insurance subsidiaries are all in excess of 4 at
December 31, 1996. However, should the insurance subsidiaries' RBC position
decline in the future, the insurance subsidiaries' continued ability to pay
dividends and the degree of regulatory supervision or control to which they are
subjected could be affected.
 
     The NAIC calculates twelve financial ratios based on statutory financial
statements ("IRIS ratios") to assist state regulators in monitoring the
financial condition of insurance companies. A "usual range" of results for each
ratio is used as a benchmark for analysis, and a company's variation from this
range may be either favorable or unfavorable. State insurance departments may
make inquiries of SMC when at least four IRIS ratios are outside the usual
range. These inquiries could lead to restrictions on the amount of business that
 
                                       21
<PAGE>   23
 
may be written in an individual state. The following table presents the IRIS
ratios as determined by the NAIC for SMC's insurance subsidiaries which varied
from the "usual range" for 1996.
 
<TABLE>
<CAPTION>
                                                                                                     REPORTED
             COMPANY                                 RATIO NAME                    USUAL RANGE        VALUE
             -------                                 ----------                    -----------       --------
<S>                                   <C>                                          <C>               <C>
Standard Life.....................    Change in Capital and Surplus                 50 to -10           78
                                      Change in Premium                             50 to -10          218
                                      Change in Product Mix                          5.0 to -          5.4
Dixie National Life...............    Change in Capital and Surplus                 50 to -10          -38
                                      Net Income to Total Income                        -to 0          -16
                                      Surplus Relief                                10 to -10           15
                                      Change in Premium                             50 to -10          115
                                      Change in Reserving Ratio                     20 to -20          -25
</TABLE>
 
     Explanation of Ratios:
 
     Change in Capital and Surplus. These ratios, calculated on a gross and net
basis, are a measure of improvement or deterioration in the company's financial
position during the year. The negative value for Dixie National Life is
primarily due to losses from operations incurred by Dixie National Life for the
year ended December 31, 1996.
 
     Change in Premium. This ratio represents the percentage change in premium
from prior to current years.
 
     Change in Product Mix. This ratio represents the average change in the
percentage of total premium from each product line during the year.
 
     Net Income to Total Income. This ratio is a measure of the company's
profitability. The negative value for Dixie National Life is primarily due to
the losses from operations incurred by Dixie National Life for the year ended
December 31, 1996.
 
     Surplus Relief. The positive ratio for Dixie National Life results from a
financial reinsurance agreement at December 31, 1996. See "-- Reinsurance."
 
     Change in Reserving Ratio. The change in reserving ratio represents the
number of percentage points of difference between the reserving ratio for
current and prior years.
 
     SMC attempts to manage its assets and liabilities so that income and
principal payments received from investments are adequate to meet the cash flow
requirements of its policyholder liabilities. The cash flows of SMC's
liabilities are affected by actual maturities, surrender experience and credited
interest rates. SMC periodically performs cash flow studies under various
interest rate scenarios to evaluate the adequacy of expected cash flows from its
assets to meet the expected cash requirements of its liabilities. SMC utilizes
these studies to determine if it is necessary to lengthen or shorten the average
life and duration of its investment portfolio. Because of the significant
uncertainties involved in the estimation of asset and liability cash flows,
there can be no assurance that SMC will be able to effectively manage the
relationship between its asset and liability cash flows.
 
     In December 1995, the NAIC passed a model law for disclosure in life
insurance policy illustrations which became effective on January 1, 1997. This
law is not anticipated to have a significant effect on SMC. New rules adopted by
the NAIC are effective only to the extent adopted by the states in which SMC
operates, and it is not possible to predict the future impact of changing state
and federal regulation on the operations of SMC.
 
     The statutory filings of SMC's insurance subsidiaries require
classifications of investments and the establishment of an AVR, an account
designed to stabilize a company's statutory surplus against fluctuations in the
market value of stocks and bonds, according to regulations prescribed by the
NAIC. The AVR account consists of two main components: a "default component" to
provide for future credit-related losses on fixed income investments and an
"equity component" to provide for losses on all types of equity investments,
including real estate. The NAIC requires an additional reserve, called the IMR,
which consists of the portion
 
                                       22
<PAGE>   24
 
of realized capital gains and losses from the sale of fixed income securities
attributable to changes in interest rates. The IMR, is required to be amortized
against earnings on a basis reflecting the remaining period to maturity of the
fixed income securities sold. These regulations affect the ability of SMC's
insurance subsidiaries to reflect future investment gains and losses in current
period statutory earnings and surplus.
 
     The amounts related to AVR and IMR for the insurance subsidiaries at
December 31, 1996 are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                  MAXIMUM
                                                         AVR        AVR       IMR
                                                         ---      -------     ---
                                                          (DOLLARS IN THOUSANDS)
<S>                                                     <C>       <C>        <C>
Standard Life.......................................    $3,553    $6,193     $8,418
Dixie National Life.................................       213       404         81
</TABLE>
 
     The annual addition to the AVR for 1996 is 20% of the maximum reserve over
the accumulated balance. If the calculated reserve with current year additions
exceeds the maximum reserve amount, the reserve is reduced to the maximum
amount. For the year ended December 31, 1996, SMC's U.S. subsidiaries each made
the required contribution to the AVR .
 
     Most jurisdictions require insurance companies to participate in guaranty
funds designed to cover claims against insolvent insurers. Insurers authorized
to transact business in these jurisdictions are generally subject to assessments
based on annual direct premiums written in that jurisdiction to pay such claims,
if any. These assessments may be deferred or forgiven under most guaranty laws
if they would threaten an insurer's financial strength and, in certain
instances, may be offset against future state premium taxes. The incurrence and
amount of such assessments have increased in recent years and may increase
further in future years. Standard Life and Dixie National Life were assessed,
and paid, $144,000 and $63,000 for the year ended December 31, 1996,
respectively. The likelihood and amount of all future assessments cannot be
reasonably estimated and are beyond the control of SMC.
 
     As part of their routine regulatory oversight process, approximately once
every three to five years state insurance departments conduct periodic detailed
examinations ("Examinations") of the books, records and accounts of insurance
companies domiciled in their states. Standard Life underwent an Examination
during 1996 for the five-year period ended December 31, 1995. The final report
on such examination has been issued by the Indiana Department of Insurance and
did not raise any significant issues. The Mississippi Department of Insurance
concluded the Report of Examination of Dixie National Life for the period of
January 1, 1991 through December 31, 1994 on October 18, 1995 and did not raise
any significant issues.
 
     Although the federal government generally does not directly regulate the
insurance industry, federal initiatives often have an impact on the business.
Congress and certain federal agencies are investigating the current condition of
the insurance industry (encompassing both life and health and property and
casualty insurance) in the United States in order to decide whether some form of
federal role in the regulation of insurance companies would be appropriate.
Congress is currently conducting a variety of hearings relating in general to
insurers. It is not possible to predict the outcome of any such congressional
activity nor the potential effects thereof on SMC.
 
     Congressional initiatives have been introduced which are directed at repeal
of the McCarran-Ferguson Act (which exempts the "business of insurance" from
most federal laws to the extent it is subject to state regulation), and judicial
decisions have been issued which narrow the definition of "business of
insurance" for McCarran-Ferguson Act purposes. Current and proposed federal
measures which may also significantly affect the insurance industry including
removal of barriers preventing banks from engaging in the insurance business.
 
EMPLOYEES
 
     As of March 31, 1997, SMC had 93 employees: Standard Life had 59 employees,
Standard Management International had 12 employees (3 of whom are covered by a
collective bargaining agreement), Standard Marketing had 12 employees, and
Standard Management had 10 employees. SMC believes that its future
 
                                       23
<PAGE>   25
 
success will depend, in part, on its ability to continue to attract and retain
highly-skilled technical, marketing, support and management personnel.
Management believes that it has excellent relations with its employees.
 
ITEM 2. PROPERTIES
 
     SMC leases approximately 31,000 square feet in an office building located
at 9100 Keystone Crossing, Indianapolis, Indiana, under the terms of a lease
which expires on June 1, 2001. SMC entered into a lease on March 31, 1997, for
approximately 16,000 square feet in a warehouse located at 2525 North Shadeland,
Indianapolis, Indiana, under the terms of a lease which expires on September 30,
1999.
 
     Standard Management International entered into a lease on March 15, 1996
for approximately 3,000 square feet in an office building located at 1, rue
Emile Bian, L-1235 Luxembourg, Luxembourg, under the terms of a lease which
expires on December 15, 1997.
 
     Dixie National Life leases approximately 1,000 square feet in an office
complex located at 855 South Pear Orchard Road, Suite 305, Ridgeland,
Mississippi, under the terms of a lease which expires on December 31, 1997.
 
ITEM 3. LEGAL PROCEEDINGS
 
     John J. Quinn, a former officer and director of SMC, was appointed as the
Indiana Commissioner of Insurance in February 1997. In connection with that
appointment he resigned as an officer and director of SMC effective as of April
15, 1997. He subsequently declined such appointment. On June 19, 1997, Mr. Quinn
commenced an action in the Superior Court of Marion County, Indiana, against SMC
claiming that his employment agreement contained a provision to the effect that,
following a termination of his employment with SMC under certain circumstances,
Mr. Quinn would be entitled to receive a lump sum payment equal to the amount
determined by multiplying the number of shares of SMC Common Stock subject to
unexercised stock options previously granted by SMC to Mr. Quinn on the date of
termination, whether or not such options were then exercisable, by the highest
per share fair market value of the SMC Common Stock on any day during the
six-month period ending on the date of termination. Upon payment of such amount,
such unexercised stock options would be deemed to have been surrendered and
canceled. Mr. Quinn further claims that his employment agreement contained an
additional provision that he would be entitled to receive a lump sum payment
equal to two years of annual salary, following termination of employment. Mr.
Quinn has asserted to SMC that he is entitled to a lump sum termination payment
of $1,654,000, and liquidated damages not exceeding $3,308,000, by virtue of his
voluntarily leaving SMC's employment.
 
     SMC disputes Mr. Quinn's claims. Outside counsel is in the process of
investigating and responding to Mr. Quinn's claim. The ultimate outcome of the
action can not presently be determined. Accordingly, no provision for any
liability that may result has been made in the financial statements. Management
believes that the conclusion of such litigation will not have a material adverse
effect on SMC's consolidated financial condition.
 
     SMC is involved in various legal proceedings in the normal course of
business. In most cases, such proceedings involve claims under insurance
policies or other contracts of SMC. The outcomes of these legal proceedings are
not expected to have a material adverse effect on the consolidated financial
position, liquidity, or future results of operations of SMC based on SMC's
current understanding of the relevant facts and law.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
 
     No matter was submitted to a vote of shareholders, through the solicitation
of proxies or otherwise, during the fourth quarter of 1996.
 
                                       24
<PAGE>   26
 
                                    PART II
 
ITEM 5. MARKET FOR SMC COMMON STOCK AND RELATED STOCKHOLDER MATTERS
 
     SMC Common Stock trades on Nasdaq under the symbol "SMAN." The following
table sets forth, for the periods indicated, the range of the high and low sales
prices of SMC Common Stock as reported by Nasdaq (after adjustment for the May
17, 1996 5% stock dividend). SMC has never paid dividends on its Common Stock.
At the close of business on March 28, 1997 there were approximately 206 holders
of record of the outstanding shares of SMC Common Stock. Although SMC Common
Stock is traded on Nasdaq, no assurance can be given as to the future price of
or the markets for SMC Common Stock.
 
<TABLE>
<CAPTION>
                                                                     SMC
                                                                COMMON STOCK
                                                             -------------------
                                                              HIGH         LOW
                                                              ----         ---
<S>                                                          <C>          <C>
1995
  Quarter ended March 31, 1995.............................  $4.881       $2.857
  Quarter ended June 30, 1995..............................   4.881        3.571
  Quarter ended September 30, 1995.........................   6.071        4.286
  Quarter ended December 31, 1995..........................   4.881        4.167
1996
  Quarter ended March 31, 1996.............................   4.524        3.571
  Quarter ended June 30, 1996..............................   5.250        3.690
  Quarter ended September 30, 1996.........................   5.500        4.000
  Quarter ended December 31, 1996..........................   5.375        4.000
</TABLE>
 
                                       25
<PAGE>   27
 
ITEM 6. SMC SELECTED HISTORICAL FINANCIAL DATA (A)
        (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The selected historical financial data of SMC set forth below at and for
the years ended December 31, 1996, 1995, 1994, 1993 and 1992 were derived from
audited consolidated financial statements of SMC. The selected historical
financial data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the SMC
Consolidated Financial Statements and related notes thereto, each included
elsewhere herein.
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------
                                              1996           1995           1994           1993           1992
                                              ----           ----           ----           ----           ----
<S>                                         <C>            <C>            <C>            <C>            <C>       <C>
STATEMENT OF
  OPERATIONS DATA:
Premium income............................    $10,468(d)     $ 5,504        $ 4,565        $ 5,511        $ 4,140
Investment Activity:
  Net investment income...................     20,871         18,517         16,057         12,171          9,406
  Net realized investment gains...........      1,302            688            558          6,980          1,726
Total revenues............................     40,307         30,238         26,518         26,542         15,873
Class action litigation and settlement
  costs (credit)..........................         --           (314)         4,018             47             --
Interest expense and financing costs......        805            118             47            519          1,628
Total benefits and expenses...............     36,772(d)      28,682         30,032         22,099         17,228
Income (loss) before income taxes,
  extraordinary gain (charge) and
  cumulative effect of change in
  accounting principle....................      3,535          1,556         (3,514)         4,443(h)      (1,354)(i)(j)
Income (loss) before extraordinary gain
  (charge) and cumulative effect of change
  in accounting principle.................      4,265(e)       1,313         (3,436)         2,984(h)      (1,289)(i)(j)
Net income (loss).........................      4,767(f)       1,313         (3,436)         2,132         (1,400)(i)
PER SHARE DATA: (b)
Income (loss) per share before
  extraordinary gain (charge) and
  cumulative effect of change in
  accounting principle....................      $0.84(e)       $0.25         $(0.62)         $0.74(h)      $(0.74)(i)(j)
Net income (loss).........................      $0.93(f)       $0.25         $(0.62)         $0.53         $(0.80)(i)
Weighted average number of common and
  common equivalent shares outstanding....  5,250,094      5,345,937      5,504,039      4,013,893      1,756,894
Book value per common share outstanding at
  period end..............................      $7.95          $7.73          $4.27          $7.82          $3.22
Book value per common share outstanding,
  excluding unrealized gain (loss) on
  securities available for sale...........      $8.09(g)       $7.23(g)       $6.81(g)       $7.82          $3.22
Common shares outstanding at period end...  5,024,270      5,205,425      5,291,455      4,954,676      1,565,801
BALANCE SHEET DATA (AT PERIOD END):
Invested assets...........................   $370,138       $280,597       $224,926       $199,413       $153,106
Assets held in separate accounts..........    128,546        122,705         94,301        107,173             --
Total assets..............................    628,413        479,598        373,524        354,431        197,860
Long-term debt, notes payable and capital
  lease obligations.......................     20,697          4,191            695             --         20,750
Class S Cumulative Convertible Redeemable
  Preferred Stock.........................      1,757             --             --             --             --
Shareholders' equity......................     39,919         40,242         22,610         36,914          4,807
Ratio of debt to total
  capitalization(c).......................         36%             9%             3%            --             81%
</TABLE>
 
                                       26
<PAGE>   28
 
                NOTES TO SMC SELECTED HISTORICAL FINANCIAL DATA
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
(a) Comparison of consolidated financial information is significantly affected
    by the acquisitions of First International at June 30, 1992, Standard
    Management International effective December 31, 1993, Dixie National Life on
    October 2, 1995 and Shelby Life effective November 1, 1996. Refer to the
    notes to the consolidated financial statements included in SMC's Audited
    Consolidated Financial Statements, included elsewhere herein, for a
    description of business combinations.
 
(b) All applicable shares and per share amounts have been restated to reflect
    the May 17, 1996 5% stock dividend.
 
(c) Total capitalization is the sum of SMC's debt (long term debt, notes
    payable, capital lease obligations and redeemable preferred stock) and
    shareholders' equity.
 
(d) Includes recapture of premiums ceded and an increase in benefits due to an
    increase in reserves of $4,234 due to the termination and recapture of a
    reinsurance agreement with National Mutual Life Insurance Company. See
    "Business of SMC -- Reinsurance."
 
(e) Does not reflect extraordinary gain of $502 ($.10 per share) on early
    redemption of Class S Preferred Stock.
 
(f) Does not reflect preferred stock dividends of $208 ($.03 per share) on Class
    S Preferred Stock.
 
(g) Excludes the effect of reporting securities available for sale at fair value
    and recording the unrealized gain or loss on such securities as a component
    of shareholders' equity, net of tax and other adjustments, which SMC began
    to do in 1994. Such adjustments are in accordance with Statement of
    Financial Accounting Standards No. 115 "Accounting for Certain Investments
    in Debt and Equity Securities", as described in the notes to the
    consolidated financial statements included in SMC's Consolidated Financial
    Statements, included elsewhere herein.
 
(h) Before deduction of extraordinary charge of $1,301 ($.32 per share) on early
    extinguishment of long-term debt and cumulative effect of change in
    accounting principle of $449 ($.11 per share) from applying the new method
    of accounting for income taxes.
 
(i) Includes a $1,325 allowance for losses ($1,221 after taxes) to reflect the
    fair value of property collateralizing a $3,200 mortgage loan which was
    subsequently foreclosed.
 
(j) Before deduction of extraordinary charge of $110 ($.06 per share) to write
    off unamortized deferred debt issuance costs in connection with retirement
    of previously outstanding debt.
 
                                       27
<PAGE>   29
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The following discussion highlights the principal factors affecting the
results of operations and the significant changes in balance sheet items of SMC
on a consolidated basis for the periods listed as well as SMC's liquidity and
capital resources. This discussion should be read in conjunction with the SMC
Consolidated Financial Statements and the Notes thereto appearing elsewhere
herein.
 
INTRODUCTION
 
     SMC acquired First International on July 10, 1992, Standard Management
International on December 15, 1993, Dixie National Life on October 2, 1995 and
Shelby Life on November 8, 1996. These acquisitions are accounted for using the
purchase method of accounting (effective June 30, 1992 for the First
International acquisition, December 31, 1993 for the Standard Management
International acquisition, October 2, 1995 for the Dixie National Life
acquisition and November 1, 1996 for the Shelby Life acquisition. Therefore,
these subsidiaries are included in the SMC Consolidated Financial Statements
commencing with their respective acquisition effective dates. SMC acquired a
block of insurance liabilities and assets from The Midwest Life Insurance
Company in Liquidation (the "Midwest Block") effective June 30, 1992, and it is
included in the SMC Consolidated Financial Statements commencing with that date.
SMC disposed of First International on March 18, 1996 (effective March 1, 1996)
and terminated the operations of Standard Reinsurance on March 1, 1996.
 
     Product Profitability. Margins on life insurance and annuity products are
affected by interest rate fluctuations. Rising interest rates would result in a
decline in the market value of assets. However, as there are positive cash flows
from renewal premiums, investment income and maturities of existing assets, the
need for early disposition of investment assets to meet operating cash flow
requirements would be unlikely. Rising interest rates would also result in
available cash flows from maturities being invested at higher interest rates,
which would help support a gradual increase in new business and renewal interest
rates on interest-sensitive products. A sharp, sudden rise in the interest rate
environment without a concurrent increase in crediting rates could result in
higher surrenders, particularly for annuities. The effect of surrenders would be
to reduce earnings over the long term. Earnings in the period of the surrender
could increase or decrease depending on whether surrender charges were
applicable and whether such changes differed from the write-off of related
deferred acquisition costs or present value of future profits.
 
     When interest rates fall, SMC generally attempts to adjust the credited
interest rates subject to competitive pressures. Although SMC believes that such
strategies will continue to permit it to achieve a positive spread, a
significant decline in the yield on SMC's investments could adversely affect the
results of operations and financial condition of SMC.
 
     Purchased Insurance Business. In accordance with industry practice, when
SMC purchased First International, the Midwest Block, Dixie National Life and
Shelby Life, and recaptured a block of insurance from National Mutual on July
31, 1996, effective as of May 1, 1996 (the "National Mutual Block"), it assigned
a portion of the purchase price, called the present value of future profits, to
the right to receive future cash flows arising from existing insurance policies.
This asset was recorded when the business was purchased at the value of
projected future cash flows on existing policies, less a discount to present
value. As future cash flows emerge, they are treated as a recovery of this
asset. Therefore, if cash flows emerging from the purchased or recaptured
business during a period exactly equal the projections, they are offset by that
period's amortization of the cost of the policies purchased. In that event, the
only income statement effect from the purchased business is the realization of
the discount that was initially deducted from the asset to reflect its present
value. Changes in the future annual amortization of this asset are not expected
to have a significant effect on the results of operations, because the amount of
amortization is expected to be equal to the profits emerging from the purchased
policies, net of interest on the unrecovered present value of future profits
balance. This asset is amortized over the expected life of the related policies
purchased. Present value of future profits is increased for the estimated effect
of realizing unrealized investment losses and decreased for the estimated effect
of realizing unrealized investment gains.
 
                                       28
<PAGE>   30
 
     In selecting the interest rate to calculate the discounted present value of
the projected future profits, SMC used the risk rate of return it needs to earn
in order to invest in the business being acquired or recaptured.
 
     In determining this required rate of return, we consider the following
factors:
 
     - The magnitude of the risks associated with each of the actuarial
      assumptions used in determining expected future cash flows (as described
      above).
 
     - Our cost of the capital required to fund the acquisition or recapture.
 
     - The likelihood of changes in projected future cash flows that might occur
      if there are changes in insurance regulations and tax laws.
 
     - The acquired company's compatibility with other SMC activities that may
      favorably affect future cash flows.
 
     - The complexity of the acquired company or recaptured business.
 
     - Recent prices (i.e., discount rates used in determining valuations) paid
      by others to acquire or recapture similar blocks of business.
 
     The discount rate used to determine the present value of the projected
future profits is used to determine the subsequent amortization of the cost of
the purchased policies for acquisitions prior to November 19, 1992. For
acquisitions subsequent to November 19, 1992, the discount rate used to amortize
the unamortized balance of the present value of future profits is the crediting
rate of the underlying policies.
 
     The discount rate selected may affect subsequent earnings in those
instances where the purchase price of the policies exceeds the value of net
assets acquired (including the value of future profits discounted at the
selected interest rate). Selection of a lower (or higher) discount rate will
increase (or decrease) the portion of the purchase price assigned to the present
value of future cash flows and will result in an offsetting decrease (or
increase) in the amount of the purchase price assigned to goodwill. The effect
on subsequent earnings caused by this variation in purchase price allocation
will depend on the characteristics of the policies purchased. For products where
the profits emerge at relatively constant levels over an extended period of time
(for example, most of SMC's immediate and deferred annuities), use of a lower
rate may result in an increase in reported earnings in the early years after an
acquisition followed by a decrease in earnings in later years. For products
where profits emerge over a shorter period of time or in amounts that decrease
over the life of the product (for example, ordinary and term life products),
selection of a lower rate will generally result in a decrease in reported
earnings in the early years after an acquisition followed by an increase in
reported earnings in later years. For SMC, the majority of the cost of policies
purchased relates to ordinary life products and the balance to deferred annuity
products.
 
     The activity related to the present value of future profits of the business
acquired or recaptured for SMC is summarized as follows:
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                              -----------------------------------
                                                               1996         1995            1994
                                                               ----         ----            ----
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>             <C>
Balance at beginning of year................................  $15,246      $ 8,299         $9,144
  Additions during the year from acquisitions and
     recaptures.............................................   10,348        7,901             --
  Deletions during the year from disposal of subsidiaries...     (733)          --             --
  Net amortization during the year..........................   (1,249)        (780)          (845)
  Adjustments relating to net unrealized (gains) losses on
     securities available for sale..........................      194         (174)            --
                                                              -------      -------         ------
Balance at end of year......................................  $23,806      $15,246         $8,299
                                                              =======      =======         ======
</TABLE>
 
     The percentage of future expected net amortization of the present value of
future profits before the effect of net unrealized gains and losses, based on
the present value of future profits at December 31, 1996 and
 
                                       29
<PAGE>   31
 
current assumptions as to future events on all policies in force, will be
between 6% and 8% in each of the years 1997 through 2001.
 
     The discount rate used to calculate the present value of future profits for
business acquired prior to November 19, 1992, reflected in SMC's December 31,
1996 consolidated balance sheet ranged from 7.5% to 18%. SMC used a 15% discount
rate to calculate the present value of future profits on the business of the
Dixie National Life acquisition, which is being amortized over 30 years as the
majority of the present value of future profits related primarily to the
ordinary life business. SMC used a 15% discount rate to calculate the present
value of future profits on the business of the Shelby Life acquisition, which is
being amortized over 20 years based on the mix of annuity and life business in
Shelby Life.
 
     Acquisition of Blocks of Business. SMC's growth strategy includes the
acquisition of in force blocks of business through assumption reinsurance
agreements. SMC has not used assumption reinsurance for the purpose of acquiring
any third-party business other than in connection with the acquisition of the
Midwest Block in 1992. The accounting recognition given these acquisitions is
dependent upon the type of business acquired. FPDAs and payout annuities are
recorded at full account value. Funds received are recorded as invested assets.
The excess of the liabilities assumed over assets received is recorded as the
present value of future profits and amortized in relation to expected gross
profits.
 
     Produced Insurance Business. Insurance products generate two types of
profit streams: (i) from the excess of investment income earned over that
credited to the policyholder and (ii) from the excess of premiums received over
costs incurred for policy issuance, administration and mortality. Costs incurred
in issuing new policies are deferred and recorded as deferred acquisition costs
("DAC"), which are amortized using present value techniques so that profits are
realized in proportion to premium revenue for certain products and estimated
gross profits for certain other products. Profits from all of these elements are
recognized over the lives of the policies; no profits are recorded at the time
the policies are issued.
 
     Amortization of DAC was $1,221,000, $1,142,000 and $262,000 for the years
ended December 31, 1996, 1995 and 1994, respectively. The increase in current
year amortization expense resulted primarily from increased amortization of DAC
as gross profits from business sold in recent years began to emerge. DAC of
$18,078,000 at December 31, 1996 and additions to policy acquisition costs of
$6,169,000 for business produced during the year ended December 31, 1996 are
generally being amortized over the expected lives of the policies, a period of
approximately 20 years, in a constant relationship to the present value of
estimated future gross profits. Interest is being accreted at 7% during year one
and 5% thereafter, the projected crediting rate on the policies. DAC is
increased for the estimated effect of realizing unrealized investment losses and
decreased for the estimated effect of realizing unrealized investment gains. The
offset to these amounts is recorded directly to shareholders' equity, net of
taxes. Future expected amortization of DAC for the next five years before the
effect of net realized and unrealized gains and losses, based on DAC at December
31, 1996 and current assumptions, is as follows:
 
<TABLE>
<CAPTION>
                                          1997        1998        1999        2000        2001
                                          ----        ----        ----        ----        ----
                                                         (DOLLARS IN THOUSANDS)
<S>                                      <C>         <C>         <C>         <C>         <C>
Gross amortization.................      $1,897      $1,938      $1,976      $1,932      $1,840
Interest accreted..................        (860)       (750)       (644)       (551)       (473)
                                         ------      ------      ------      ------      ------
Net amortization...................      $1,037      $1,188      $1,332      $1,381      $1,367
                                         ======      ======      ======      ======      ======
</TABLE>
 
     The amounts included in the foregoing table do not include any amortization
of DAC resulting from the sale of new products after December 31, 1996. Any
changes in future annual amortization of this asset are not expected to have a
significant effect on results of operations because the amount of amortization
is expected to be proportionate to the profits from the produced policies, net
of interest on DAC.
 
     Variances Between Actual and Expected Profits. Actual experience on
purchased and produced insurance may vary from projections due to differences in
renewal premiums collected, investment spreads, mortality costs, surrender
benefits, persistency, administrative costs and other factors. Variances from
original projections, whether positive or negative, are included in net income
as they occur. To the extent that these variances
 
                                       30
<PAGE>   32
 
indicate that future experience will differ from the estimated profits reflected
in the capitalization and amortization of the cost of policies purchased or the
cost of policies produced, current and future amortization rates may be
adjusted.
 
     Accounting for Annuities and Universal and Interest-Sensitive Life
Products. The Company primarily accounts for its annuity and universal and
interest-sensitive life policy deposits in accordance with Statement of
Financial Accounting Standards No. 97 ("SFAS No. 97"). "Accounting and Reporting
by Insurance Enterprises for Certain Long-Duration Contracts and for Realized
Gains and Losses on the Sale of Investments". Under SFAS No. 97, a benefit
reserve is established at the time of policy issuance in an amount equal to the
deposits received. Thereafter, the benefit reserve is adjusted for any
additional deposits, interest credited and partial or complete withdrawals.
Revenues for annuities and universal and interest-sensitive life policies, other
than certain non-interest sensitive annuities, consist of policy charges for
surrenders and partial withdrawals, mortality and administration, and investment
income earned. Such revenues do not include the annuity and universal and
interest-sensitive life policy deposits. Expenses related to these products
include interest credited to policyowner account balances, operating costs for
policy administration, amortization of DAC and mortality costs in excess of
account balances.
 
     Costs relating to the acquisition of new business, primarily commissions
paid to agents, which vary with and are directly related to the production of
new business, are deferred to the extent that such costs are recoverable from
future profit margins. At the time of issuance, the acquisition expenses,
approximately 12.7% of initial annuity premium deposits and 50% of premiums from
universal and interest-sensitive life products for SMC, are capitalized as DAC.
In accordance with SFAS No. 97, DAC with interest is amortized over the lives of
the policies in a constant relationship to the present value of estimated future
gross profits.
 
     Unit-linked Product Accounting. Separate account assets and liabilities are
maintained primarily for contracts of which the majority represents unit-linked
products where benefits on surrender and maturity are not guaranteed. They
generally represent funds held in accounts to meet specific investment
objectives of policyholders who bear the investment risk. Investment income and
investment gains and losses accrue directly to such policyholders. SMC earns
income from the investment management fee it charges on such unit-linked
contracts, which range from .8% to 1.2% of the value of the underlying separate
accounts.
 
DISCUSSION OF CHANGES IN THE CONSOLIDATED STATEMENT OF OPERATIONS FROM YEAR
ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
 
     Operating Income. The income from operations (before net realized
investment gains, gain on disposal of subsidiaries and reduction in accruals of
certain legal expenses) was $1,174,000 in 1996, or $.24 per share, compared to
$461,000 for 1995, or $.09 per share. The change resulted primarily from
international operations producing income from operations of $1,218,000 compared
to a loss of $(22,000) for 1996 and 1995, respectively. The international
operating gains resulted primarily from increased management fees on an
increasing separate account base due to portfolio sales in 1996 and 1995, and
increased value of assets under management, coupled with a decrease in marketing
costs in 1996 when compared to 1995. The income (loss) from operations in the
United States decreased to $(44,000) in 1996 compared to $483,000 in 1995. The
decline was attributable to an increase in interest expense from borrowings to
repurchase Common Stock, Class S Preferred Stock and the purchase of Shelby Life
and additional costs to convert the operations and expand the marketing effort
in Dixie National Life.
 
     Premium Income. Premium income is composed of premiums, including renewal
premiums, received on ordinary life insurance policies. As noted above, SMC's
new product sales are composed primarily of annuity products. Under GAAP,
deposits from interest-sensitive annuities and other financial products are not
recorded as revenues. GAAP premium income for the 1996 was $10,468,000, an
increase of $4,964,000 or 90% from $5,504,000 for 1995. This increase is mainly
attributable to recapture of premiums ceded of $4,234,000 due to the termination
and recapture of a reinsurance agreement with National Mutual and the inclusion
of Dixie National Life and Shelby Life in the results of operations for periods
after October 2, 1995 and November 1, 1996, respectively. These amounts offset
the decline in premiums from the cession of a portion
 
                                       31
<PAGE>   33
 
of First International's life insurance business and the regular policy lapses,
surrenders and expiries in SMC's closed blocks of business.
 
     Net premiums received from the sales of interest-sensitive annuities and
other financial products (which are not recorded as revenues) were $42,347,000
compared to $17,524,000 for the years ended December 31, 1996 and 1995,
respectively. The increase in premium deposits is partially due to an increase
in gross domestic premium deposits. Gross domestic premium deposits received
from interest-sensitive annuities and financial products were $51,254,000 for
the year ended December 31, 1996 compared to $37,614,000 for the year ended
December 31, 1995. The increase is the result of an aggressive marketing
campaign implemented by Standard Life with increased crediting interest rates.
First year interest crediting rates were increased approximately 1% on certain
FPDAs sold after April 1, 1996. Also contributing to the increase in premiums is
the continued development of SMC's distribution system through marketing support
from Standard Marketing and an increase in the agency base achieved through the
recruitment of larger managing general agencies and expanding geographical
concentration into the Mid-South and California. Since SMC's operating income is
primarily a function of its investment spreads, persistency of annuity in force
business mortality experience and operating expenses, a change in premium
deposits in a single period does not directly cause operating income to change,
although continued increases or decreases in premiums may affect the growth rate
of total assets on which investment spreads are earned.
 
     SMC also decreased the quota-share portion of business ceded pursuant to a
reinsurance agreement from 70% to 50% at September 1, 1995, which was further
decreased to 25% effective April 1, 1996. Premium deposits ceded pursuant to
this reinsurance agreement reduced net premium deposits by $8,907,000 in the
year ended December 31, 1996 compared to $20,090,000 in 1995.
 
     Net Investment Income. Net investment income increased $2,354,000 or 13% to
$20,871,000 for the year ended December 31, 1996 from $18,517,000 for 1995. The
increase primarily resulted from an increase in total invested assets (amortized
cost) of approximately 32% from 1995 to 1996, most of which occurred in the
fourth quarter due to the acquisition of Shelby Life. The weighted average net
yield on SMC's invested assets was 7.32% for both years ended December 31, 1996
and 1995. The continued growth in SMC's total invested assets reflects increased
sales of FPDAs and the inclusion of the invested assets of Dixie National Life
of approximately $26,400,000 and Shelby Life of approximately 100,400,000 in the
consolidated balance sheet effective October 2, 1995 and November 1, 1996,
respectively, which was offset by the invested assets ceded in the GIAC
reinsurance transaction of approximately $18,000,000.
 
     Net Realized Investment Gains. Net realized investment gains increased
$614,000 or 89% to $1,302,000 from $688,000 for the years ended December 31,
1996 and 1995, respectively. The increase primarily resulted from active
portfolio management by SMC. Net realized investment gains fluctuate from period
to period and arise when securities are sold in response to changes in the
investment environment which provide opportunities to maximize return on the
investment portfolio without adversely affecting the quality and overall yield
of the investment portfolio.
 
     Gain on Disposal of Subsidiaries. On March 18, 1996, SMC completed the sale
of a duplicate charter associated with First International to GIAC. SMC received
sale proceeds of $10,393,000, including $1,500,000 for the charter and licenses
associated with First International. Standard Life realized a net pre-tax gain
of $1,042,000 on this sale. In addition, First International, Standard Life and
GIAC have entered into a series of agreements that include provisions for
Standard Life to retain the economic interest in certain First International
policies and administer First International policies in force at the date of
such sale.
 
     In an unrelated matter, SMC decided in February 1996 to terminate the
reinsurance agreement between Standard Reinsurance and Salamandra, and not to
renew the Barbados license of Standard Reinsurance. This resulted in a first
quarter 1996 write-off of SMC's investment in Standard Reinsurance and certain
intangible assets of Standard Reinsurance amounting to $156,000.
 
     The combined effect of the pre-tax gain on the sale of First International
and related contracts, and the Standard Reinsurance write-offs, was $886,000
pre-tax and $2,306,000 after tax in the first quarter of 1996.
 
                                       32
<PAGE>   34
 
     Policy Charges. Policy charges, which represent the amounts assessed
against policyholder account balances for the cost of insurance, policy
administration and surrenders, increased $84,000 or 3% to $2,551,000 for the
year ended December 31, 1996 compared to $2,467,000 for the year ended December
31, 1995. The increase in policy charges resulted from an increase in policy
surrender charges on FPDAs of $254,000 and the inclusion of Dixie National Life
and Shelby Life in operating results for periods after October 2, 1995 and
November 1, 1996, respectively, for an increase of $1,359,000 which offset a
decrease of $1,502,000 for the absence of policy charges from SMC's closed
blocks of universal life business which were sold to GIAC through a reinsurance
contract effective January 1, 1996.
 
     Amortization of Excess of Net Assets Acquired Over Acquisition
Cost. Amortization of excess of net assets acquired over acquisition cost
("negative goodwill") is recorded to amortize into earnings the negative
goodwill recorded in connection with the acquisition of Standard Management
International in 1993. The negative goodwill is being amortized on a
straight-line basis over five years. Amortization of negative goodwill was
$1,388,000 for each of the years ended December 31, 1996 and 1995.
 
     Management Fees and Similar Income from Separate Accounts. Management fees
and similar income from separate accounts consists of the investment management
fees earned by Standard Management International on its separate account assets
and investment contracts. Management fees and similar income from separate
accounts increased $270,000 or 21% to $1,564,000 for the year ended December 31,
1996 from $1,294,000 for the year ended December 31, 1995. This increase is due
primarily to an increase in the value of assets held in separate accounts from
$94,301,000 at December 31, 1994 to $128,546,000 at December 31, 1996 and to
higher service fees being levied on certain transactions. Net deposits from
sales of unit-linked products by Standard Management International were
$16,902,000 and $31,793,000 for the years ended December 31, 1996 and 1995,
respectively. Such income fluctuates in relationship to total separate account
assets and the return earned on such assets.
 
     Other Income. Other income increased $897,000 or 236% to $1,277,000 for the
year ended December 31, 1996 compared to $380,000 for 1995. The increase
resulted primarily from administration fees of $316,000 and the reserve and
experience refund adjustments in connection with the agreements with GIAC and
increased commissions received by Standard Marketing from the sale of
unaffiliated products.
 
     Benefits and Claims. Benefits and claims include life insurance and payout
annuity benefits paid and changes in policy reserves. Benefits and claims
increased $4,128,000 or 71% to $9,919,000 for the year ended December 31, 1996
from $5,791,000 for the year ended December 31, 1995. The increase resulted
primarily from an increase in reserves of $4,234,000 related to the termination
and recapture of a reinsurance agreement with National Mutual. Throughout SMC's
history, it has experienced both periods of higher and lower benefit claims.
Such volatility is not uncommon in the life insurance industry and, over
extended periods of time, periods of higher claims experience tend to be offset
by periods of lower claims experience.
 
     Interest Credited on Interest Sensitive Annuities and Other Financial
Products. Interest credited on interest sensitive annuities and other financial
products was $11,281,000 for the year ended December 31, 1996, an increase of
$1,272,000 or 13% from $10,009,000 for the comparable prior year period. The
increase resulted primarily from SMC's increase of credited interest rates on
new annuity sales and the increases in the growth in policy reserves for FPDAs
from sales and the inclusion of Shelby Life in the operations results effective
November 1, 1996. At December 31, 1996, the weighted average interest credited
rate for Standard Life's annuities and other financial product liabilities was
5.35% compared to 5.27% at December 31, 1995.
 
     Salaries and Wages. Salaries and wages were $5,053,000 for the year ended
December 31, 1996, an increase of $352,000 or 7% from $4,701,000 for the
comparable prior year period. This increase was caused primarily by an increase
in incentive compensation expense of $315,000 for the increase in income for the
year ended December 31, 1996.
 
     Amortization. Amortization expense primarily includes charges to operations
for the amortization of deferred policy acquisition costs, the present value of
future profits and the excess of cost over net assets acquired. Amortization
expense increased $548,000 or 27% to $2,592,000 for the year ended December 31,
1996 from $2,044,000 for the year ended December 31, 1995. The increase in
current year amortization
 
                                       33
<PAGE>   35
 
expense resulted primarily from increased amortization of deferred acquisition
costs as gross profits from business sold in recent years began to emerge and
increased surrenders and their corresponding increase in the amortization of
deferred acquisition costs, and from an increase of $602,000 for the
amortization of present value of future profits for the acquisitions of Dixie
National Life, Shelby Life and National Mutual. These items more than offset
reduced amortization of excess of cost over net assets acquired of $46,000 and
present value of future profits of $120,000 due to the sale of First
International.
 
     Other Operating Expenses. Other operating expenses increased $789,000 or
12% to $7,122,000 for the year ended December 31, 1996 from $6,333,000 for the
year ended December 31, 1995. The increase in other operating expenses resulted
primarily from the expenses of Dixie National Life and Shelby Life included in
the results for the periods after October 2, 1995 and November 1, 1996,
respectively and the increased expenses related to potential acquisitions and
advisory fees.
 
     Interest Expense and Financing Costs. Interest expense and financing costs
increased $687,000 or 582% to $805,000 for the year ended December 31, 1996 from
$118,000 for the year ended December 31, 1995. The increase in interest expense
and financing costs during 1996 resulted primarily from the borrowing on an
Amended Revolving Line of Credit Agreement with a bank ("the Amended Credit
Agreement"). The borrowing under the Amended Credit Agreement and the original
credit agreement primarily occurred after December 31, 1995 in connection with
the acquisition of Shelby Life and the repurchase of Common Stock and Class S
Preferred Stock.
 
     Class Action Litigation and Settlement Costs. Class action litigation and
settlement costs were recorded to reflect the estimated costs of litigation and
settlement of the shareholder class action lawsuit, based on the terms of the
settlement agreement and assumptions as to the future estimated legal and other
costs to settle the lawsuit, which was settled in March 1995, and to register
the Class S Preferred Stock which was distributed to the class participants in
February 1996. There were no class action litigation and settlement expenses in
the years ended December 31, 1996 and 1995. However, with the signing of the
Settlement Agreement with the 22 persons who previously excluded themselves from
the class and the reevaluation of the future estimated legal and other costs to
settle the lawsuit, SMC recorded a reduction of $314,000 in the second quarter
of 1995 in the estimated future costs to settle the lawsuit and register the
Class S Preferred Stock.
 
     Federal Income Taxes. Federal income tax expense (credit) was $(730,000)
for the year ended December 31, 1996, compared to $243,000 for the year ended
December 31, 1995. The large credit in 1996 is primarily due to tax benefits of
$1,420,000 related to the sale of First International and also from the
amortization of excess of net assets acquired over acquisition cost resulting
from the acquisition of Standard Management International of $472,000 not being
subject to United States income tax.
 
     Extraordinary Gain on Early Redemption of Redeemable Preferred
Stock. Extraordinary gains are recorded on the early redemption of the Class S
Preferred Stock for the amount by which SMC is able to repurchase the Class S
Preferred Stock below its book value plus accumulated and unpaid dividends. SMC
may continue to repurchase these shares if holders of the Class S Preferred
Stock are willing to sell at a substantial discount to book value. The
extraordinary gain was $502,000 for the year ended December 31, 1996 compared to
no gain for the prior comparable period.
 
DISCUSSION OF CHANGES IN THE CONSOLIDATED STATEMENT OF OPERATIONS FROM YEAR
ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31, 1994
 
     Operating Income. The income from operations (before net realized
investment gains and class action litigation and settlement costs) increased to
$461,000, or $.09 per share, from $293,000, or $.06 per share, for 1995 and
1994, respectively. The increase resulted from U.S. operations producing income
from operations of $483,000 compared to a U.S. loss from operations of
$(720,000) for 1995 and 1994, respectively. The U.S. operating gains resulted
primarily from increased interest spreads on an increasing asset base due to
annuity sales in 1995 and 1994. The improvement in U.S. operations was offset by
a decline in international income from operations from $1,013,000 in 1994 to a
loss of $(22,000) in 1995 as the costs of resuming marketing were absorbed.
 
                                       34
<PAGE>   36
 
     Premium Income. GAAP premium income for 1995 was $5,504,000, an increase of
21% from $4,565,000 for 1994. Increased premium income resulted primarily from
the inclusion of Dixie National Life in the results of operations effective
October 2, 1995.
 
     Net premiums received from the sales of interest-sensitive annuities and
other financial products (which are not recorded as revenues) were $17,524,000
for the year ended December 31, 1995 compared to $53,490,000 for the year ended
December 31, 1994. The decline is partially due to increased competitive
pressures. To protect its profit margins, SMC was not willing to match other
insurers' high interest crediting and commission rates which caused a decrease
in gross domestic premium deposits of $15,876,000 in 1995 when compared to 1994.
Additionally, Standard Life began ceding a portion of its new annuity business
to an unaffiliated reinsurer effective January 1, 1995. Premium deposits ceded
pursuant to the reinsurance agreement with the reinsurer reduced net premiums by
$20,090,000 for 1995. There was no such reinsurance in 1994.
 
     Net Investment Income. Net investment income increased 15% to $18,517,000
in 1995 from $16,057,000 in 1994. This increase primarily resulted from growth
in SMC's total invested assets attributable to the increased sales of FPDAs in
1994 and the inclusion of Dixie National Life in the results of operations
effective October 2, 1995. The amortized cost of total invested assets increased
12% to $274,148,000 in 1995 from $245,619,000 in 1994. These increased assets
also benefited from a higher concentration of investments in fixed maturity
securities. The average annualized yield of SMC's investment portfolio for the
year ended December 31, 1995 increased to 7.32% from 7.26% for 1994.
 
     Net Realized Investment Gains. Net realized investment gains increased 23%
to $688,000 in 1995 from $558,000 in 1994. 1995 results reflect increased gains
on sales of investments due to rising values of fixed maturity securities as
interest rate levels decreased, combined with active portfolio management. Net
realized gains fluctuate from period to period and arise when securities are
sold in response to changes in the investment environment which provide
opportunities to maximize return on the investment portfolio without adversely
affecting the quality of the investment portfolio.
 
     Policy Charges. Policy charges increased 21% to $2,467,000 for 1995
compared to $2,031,000 for 1994. The increase in universal life policy charges
resulted from increased surrender charges on interest-sensitive annuity products
and the inclusion of Dixie National Life in operating results for periods after
October 2, 1995.
 
     Amortization of Excess of Net Assets Acquired Over Acquisition
Cost. Amortization of negative goodwill increased 31% to $1,388,000 for 1995
compared to $1,063,000 for 1994 due to a reallocation of the purchase price of
Standard Management International in the fourth quarter of 1994 which increased
negative goodwill.
 
     Management Fees and Similar Income from Separate Accounts. Management fees
and similar income from separate accounts decreased 32% to $1,294,000 in 1995
from $1,888,000 in 1994. This decrease is due to a change in the mix of the
types of separate accounts whereby those earning higher investment management
fees represent a significantly smaller portion of the total in 1995 than in
1994. Most of the new policies sold in 1995 carried significantly smaller
investment management fees than the policies lapsed or surrendered in 1995. Net
deposits from sales of unit-linked products by Standard Management International
were $31,793,000 in 1995 and $1,715,000 in 1994.
 
     Other Income. Other income increased 7% to $380,000 for 1995 from $356,000
in 1994. The increase primarily resulted from commissions received by Standard
Marketing from the sale of unaffiliated products and to a lesser extent the
inclusion of Dixie National Life in the results of operations after October 2,
1995. These increases more than offset any loss of fee income generated by
Standard Advertising which was sold in early 1995.
 
     Benefits and Claims. Benefits and claims increased 3% to $5,791,000 for
1995 from $5,603,000 for 1994. The increase in benefits and claims resulted
primarily from an increase in death benefits in 1995 when compared to the
favorable mortality experience in 1994. Mortality experience is volatile and
these trends are not predictable from period to period.
 
                                       35
<PAGE>   37
 
     Interest Credited on Interest-Sensitive Annuities and Other Financial
Products. Interest credited on interest-sensitive annuities and other financial
products was $10,009,000 for 1995, an increase of $1,333,000 or 15% from
$8,676,000 for the prior year. The increase resulted primarily from increases in
interest credited from the growth in policy reserves for FPDAs. This more than
offset any decreases from the decline in credited interest rates on
interest-sensitive annuities and other financial products. At December 31, 1995,
the weighted average interest credited rate for Standard Life's
interest-sensitive annuities and other financial product liabilities was 5.27%
compared to 5.82% at December 31, 1994.
 
     Salaries and Wages. Salaries and wages were $4,701,000 for 1995, an
increase of 20% from $3,910,000 for the prior year. This increase was caused by
$185,000 of unusual charges due to the termination of certain international
marketing programs and the subsequent reduction of SMC's staff in Luxembourg in
1995, the capitalization of certain salaries of $203,000 associated with the
internal development of computer software in 1994, increased salaries for new
marketing efforts for Standard Management International in 1995 and the
inclusion of Dixie National Life in the results of operations for periods after
October 2, 1995. Additionally, the average wages per employee increased in 1995.
 
     Amortization. Amortization expense for 1995 was $2,044,000, an increase of
$829,000, or 68%, from $1,215,000 for the prior year. The increase in current
year amortization expense resulted primarily from increased amortization of
deferred acquisition costs as gross profits from business sold in recent years
began to emerge and from the amortization of present value of future profits for
the acquisition of Dixie National Life, which more than offset reduced
amortization of present value of future profits on previous acquisitions as
persistency of the purchased business began to improve.
 
     Other Operating Expenses. Other operating expenses for the year ended
December 31, 1995 were $6,333,000, reflecting a decrease of 4%, compared to
$6,563,000 for the year ended December 31, 1994. The decrease in other operating
expenses resulted primarily from decreases in consulting, legal and other
expenses related to potential acquisitions and the sale of Standard Advertising
in early 1995, which more than offset the increased expenses of operating Dixie
National Life from October 2, 1995 to December 31, 1995.
 
     Interest Expense and Financing Costs. Interest expense and financing costs
increased 151% to $118,000 in 1995 from $47,000 in 1994. The increase in
interest expense during 1995 resulted primarily from the payments on the capital
lease obligations.
 
     Class Action Litigation and Settlement Costs. SMC recorded a reduction of
$314,000 in 1995 in the estimated future costs to settle the lawsuit and list
the Class S Preferred Stock.
 
     Federal Income Taxes. Federal income tax expense was $243,000 for 1995,
compared to a credit of $(78,000) for 1994. The effective rate of 16% is less
than the statutory rate of 34% primarily because the amortization of excess of
net assets acquired over acquisition cost resulting from the acquisition of
Standard Management International is not subject to United States income tax.
SMC receives the benefits of a special deduction available to small life
insurance companies and the utilization of capital and operating loss carry
forwards in the life insurance subsidiaries. However, the losses incurred by
Standard Management and the foreign subsidiaries, primarily due to class action
litigation and settlement costs, and operating costs in excess of management
fees, provide no current tax benefit as Standard Management and the foreign
subsidiaries are in a net operating loss carryforward position. The benefits of
the special deduction available to small life insurance companies will no longer
be available when consolidated assets exceed $500,000,000.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Standard Management is an insurance holding company. The liquidity
requirements of Standard Management are met primarily from management fees,
equipment rental fees and payments for other charges and dividends and interest
on Surplus Debentures received from Standard Management's subsidiaries as well
as Standard Management's working capital. These are Standard Management's
primary source of funds to pay operating expenses and meet debt service
obligations. The payment of dividends and interest on Surplus Debentures and
management and other fees by Standard Life to Standard Management is subject to
restrictions under the insurance laws of Indiana, Standard Life's jurisdiction
of domicile. These internal
 
                                       36
<PAGE>   38
 
sources of liquidity have been supplemented in the past by external sources such
as lines of credit and revolving credit agreements and long-term debt and equity
financing in the capital markets.
 
     SMC reported on a consolidated GAAP basis net cash provided by operations
of $1,726,000 and $6,331,000 for the years ended December 31, 1996 and 1995,
respectively. Although deposits received on SMC's interest-sensitive annuities
and other financial products are not included in cash flow from operations under
GAAP, such funds are available for use by SMC. Cash provided by operations plus
net deposits received, less net account balances returned to policyholders on
interest sensitive annuities and other financial products, resulted in positive
cash flow of $26,717,000 and $6,003,000 for the years ended December 31, 1996
and 1995, respectively. Cash generated on a consolidated basis is available to
Standard Management only to the extent that it is generated at Standard
Management level or is available to Standard Management through dividends,
interest, management fees or other payments from subsidiaries.
 
     In April 1993, Standard Management instituted a program to repurchase SMC
Common Stock from time to time. The purpose of the stock repurchase program is
to enhance shareholder value. Standard Management had repurchased 979,453 shares
of SMC Common Stock for $4,747,000 as of December 31, 1996. The repurchases of
419,026 shares in 1996 have been paid for through additional borrowing under the
Amended Credit Agreement. At December 31, 1996, Standard Management was
authorized to purchase an additional 771,771 shares under this program.
 
     In February 1996, Standard Management instituted a program to repurchase
from time to time up to 300,000 shares of its Class S Preferred Stock in the
open market or privately negotiated transactions. As of December 31, 1996,
Standard Management had repurchased and retired 140,111 shares of its Class S
Preferred Stock for $949,000.
 
     At March 31, 1997, Standard Management had "parent company only" cash and
short-term investments of $578,000. These funds are available to Standard
Management for general corporate purposes. Standard Management's "parent company
only" operating expenses (not including class action litigation and settlement
costs and interest expense) were $3,470,000 and $2,793,000 for the years ended
December 31, 1996 and 1995, respectively.
 
     Pursuant to the management services agreement with Standard Management,
Standard Life paid Standard Management a monthly fee of $150,000 during 1996 and
1995 for certain management services related to the production of business,
investment of assets and evaluation of acquisitions. The management service
agreement between Standard Management and Standard Life for 1997 has been
renegotiated to increase the monthly fee to $166,667 (annual fee of $2,000,000).
This amended management service agreement has been approved by the Commissioner
of the Indiana Department of Insurance. Pursuant to the management service
agreements with Standard Life, Dixie National Life paid fees of $1,524,000 for
the year ended December 31, 1996. The Mississippi Department of Insurance has
approved a decrease of the monthly payment to $83,333 (annual fee of $1,000,000)
from Dixie National Life to Standard Life in 1997. Both of these agreements
provide that they may be modified or terminated by the Indiana and Mississippi
departments of insurance in the event of financial hardship of Standard Life or
Dixie National Life.
 
     Pursuant to the management services agreement with Standard Management,
Premier Life (Luxembourg) paid Standard Management a management fee of $25,000
per quarter during 1996 and 1995 for certain management and administrative
services. The agreement provides that it may be modified or terminated by either
Standard Management or Premier Life (Luxembourg). Standard Management does not
plan to modify this agreement in 1997.
 
     At April 1, 1995, Standard Management sold its property and equipment to an
unaffiliated leasing/ financing company for $1,396,000 and subsequently entered
into a capital lease obligation whereby Standard Management pays a monthly
rental amount of $45,000. Standard Management charges a monthly equipment rental
fee to its subsidiaries for this equipment and additional equipment purchased
after April 1, 1995. The amount of the rental income received from Standard
Management's subsidiaries was $853,000 for 1996.
 
     On November 8, 1996, Standard Life acquired through merger Shelby Life from
DLAC for approximately $14,650,000, including $13,000,000 in cash, 250,000
shares of restricted SMC Common Stock (valued
 
                                       37
<PAGE>   39
 
at $1,250,000) and $400,000 of acquisition costs. Financing for the Shelby Life
transaction was provided by senior debt of $10,000,000 under the Amended Credit
Agreement and $4,000,000 in subordinated convertible debt described below.
 
     The Amended Credit Agreement permits Standard Management to borrow up to
$16,000,000 in the form of a seven-year reducing revolving loan arrangement.
Standard Management has agreed to pay a non-use fee of .50% per annum on the
unused portion of the commitment. In connection with the original and Amended
Credit Agreement, Standard Management issued warrants to the bank to purchase
61,500 shares of SMC Common Stock. Borrowing under the Amended Credit Agreement
may be used for contributions to surplus of insurance subsidiaries, acquisition
financing, and repurchases of Class S Preferred and SMC Common Stock. The debt
is secured by a Pledge Agreement of all of the issued and outstanding shares of
common stock of Standard Life and Standard Marketing. Interest on the borrowing
under the Amended Credit Agreement is determined, at the option of Standard
Management, to be: (i) a fluctuating rate of interest based on corporate base
rate announced by the bank from time to time plus 1% per annum, or (ii) a rate
at LIBOR plus 3.25%. Annual principal repayments of $2,667,000 begin in November
1998 and conclude in November 2003. Indebtedness incurred under the Amended
Credit Agreement is subject to certain restrictions and covenants including,
among other things, certain minimum financial ratios, minimum statutory surplus
requirements for the insurance subsidiaries, minimum consolidated equity
requirements for Standard Management and certain investment and indebtedness
limitations. At December 31, 1996, Standard Management had borrowed $16,000,000
under the Amended Credit Agreement at a weighted average interest rate of
8.849%. SMC has received a commitment to increase the Amended Credit Agreement
to $20,000,000 to finance the acquisition of Savers Life.
 
     In connection with the acquisition of Shelby Life, Standard Management
borrowed $4,000,000 from an insurance company pursuant to a subordinated
convertible debt agreement which is due in December, 2003 and requires interest
payments in cash at 12% per annum, or, if Standard Management chooses, in
non-cash additional subordinated convertible debt notes at 14% per annum until
December 31, 2000. The subordinated convertible notes are convertible into SMC
Common Stock at the rate of $6.00 per share through November 1997, and $5.75 per
share thereafter. Standard Management may prepay the subordinated convertible
debt with not less than thirty days notice at any time. The subordinated
convertible debt agreement contains terms and financial covenants substantially
similar to those in the Amended Credit Agreement.
 
     Assuming the continuation of current level of debt under the Amended Credit
Agreement ($16,000,000) and current interest rates at December 31, 1996
(weighted average rate of 8.849%) and assuming Standard Management elects the
non-cash interest payment option under the subordinated convertible debt, annual
debt service in 1997 would be approximately $1,416,000 in interest paid on the
Amended Credit Agreement. In addition, Standard Management has 1997 obligations
under a capital lease of $539,000.
 
     From the funds borrowed by Standard Management pursuant to the Amended
Credit Agreement and the subordinated convertible debt agreement, $13,000,000
was loaned to Standard Life pursuant to an Unsecured Surplus Debenture Agreement
("Surplus Debenture") which requires Standard Life to make quarterly interest
payments to Standard Management at a variable corporate base rate plus 2% per
annum, and annual principal payments of $1,000,000 per year beginning in 2007
and concluding in 2019. The interest and principal payments are subject to
quarterly approval by the Indiana Department of Insurance, depending upon
satisfaction of certain financial tests relating to levels of Standard Life's
capital and surplus and general approval of the Commissioner of the Indiana
Department of Insurance. Standard Management currently anticipates these
quarterly approvals will be granted. Assuming the approvals are granted and the
December 31, 1996 interest rate of 10.25% continues in 1997, Standard Management
will receive interest income of $1,332,500 from the Surplus Debenture for 1997.
 
     Dividends from Standard Life to Standard Management are limited by laws
applicable to insurance companies. As an Indiana domiciled insurance company,
Standard Life may pay a dividend or distribution from its surplus profits,
without the prior approval of the Commissioner of the Indiana Department of
Insurance, if the dividend or distribution, together with all other dividends
and distributions paid within the preceding twelve months, does not exceed the
greater of (i) net gain from operations or (ii) 10% of surplus, in
 
                                       38
<PAGE>   40
 
each case as shown in its preceding annual statutory financial statements. Also,
regulatory approval is required when dividends to be paid exceed unassigned
statutory surplus. For the year ended December 31, 1996, Standard Life reported
statutory net gain from operations of $1,427,000, statutory surplus of
$22,969,666 and unassigned surplus of $1,139,659. Standard Life anticipates
paying dividends of approximately $1,600,000 in 1997 and the approval of the
Commissioner of the Indiana Department of Insurance may be required. Standard
Life has declared a dividend of $1,000,000 to be paid in April 1997.
 
     Standard Management anticipates the available cash from its existing
working capital, plus anticipated 1997 dividends, management fees, rental income
and interest payments on its Surplus Debentures receivable will be more than
adequate to meet its anticipated "parent company only" cash requirements for
1997.
 
     Standard Management has a note receivable of $2,858,000 from an affiliate
and a note payable of $2,858,000 to a different affiliate. This note receivable
and note payable are eliminated in the consolidated financial statements.
 
     U.S. Insurance Operations. The principal liquidity requirements of Standard
Life are its contractual obligations to policyholders, dividend, rent,
management fee and Surplus Debenture payments to Standard Management and other
operating expenses. The primary source of funding for these obligations has been
cash flow from premium income, net investment income, investment sales and
maturities and sales of FPDAs. These sources of liquidity for Standard Life
significantly exceed scheduled uses. Liquidity is also affected by unscheduled
benefit payments including death benefits and policy withdrawals and surrenders.
The amount of withdrawals and surrenders is affected by a variety of factors
such as renewal interest crediting rates, interest rates for competing products,
general economic conditions, Standard Life's A.M. Best ratings (currently rated
"B") and events in the industry that affect policyholders' confidence.
 
     The policies and annuities issued by Standard Life contain provisions that
allow policyholders to withdraw or surrender their policies under defined
circumstances. These policies and annuities generally contain provisions which
apply penalties or otherwise restrict the ability of policyholders to make such
withdrawals or surrenders. Standard Life closely monitors the surrender and
policy loan activity of its insurance products and manages the composition of
its investment portfolios, including liquidity, in light of such activity.
 
     Changes in interest rates may affect the incidence of policy surrenders and
other withdrawals. In addition to the potential effect on liquidity,
unanticipated withdrawals in a changing interest rate environment could
adversely affect earnings if SMC were required to sell investments at reduced
values to meet liquidity demands. SMC manages the asset and liability portfolios
in order to minimize the adverse earnings effect of changing market interest
rates. SMC seeks assets that have duration characteristics similar to the
liabilities that they support. SMC also prepares cash flow projections and
performs cash flow tests under various market interest rate scenarios to assist
in evaluating liquidity needs and adequacy. SMC's U.S. insurance subsidiaries
currently expect available liquidity sources and future cash flows to be
adequate to meet the demand for funds.
 
     Statutory surplus is computed according to rules prescribed by the NAIC, as
modified by the Indiana Department of Insurance, or the state in which the
insurance subsidiaries do business. Statutory accounting rules are different
from GAAP and are intended to reflect a more conservative perspective. With
respect to new business, statutory accounting practices require that: (i)
acquisition costs (primarily commissions and policy issue costs) and (ii)
reserves for future guaranteed principal payments and interest in excess of
statutory rates, be expensed in the year the new business is written. These
items cause a reduction in statutory surplus ("surplus strain") in the year
written for many insurance products. SMC designs its products to minimize such
first-year losses, but certain products continue to cause a statutory loss in
the year written. For each product, SMC controls the amount of net new premiums
written to manage the effect of such surplus strain. SMC's long-term growth
goals contemplate continued growth in its insurance businesses. To achieve these
growth goals, SMC's U.S. insurance subsidiaries will need to increase statutory
surplus. Additional statutory surplus may be secured through various sources
such as internally generated statutory earnings, equity sales, infusions by
Standard Management with funds generated through debt or equity offerings or
mergers with other life insurance companies. If additional capital is not
available from one or more of these
 
                                       39
<PAGE>   41
 
sources, SMC believes that it could reduce surplus strain through the use of
reinsurance or through reduced writing of new business.
 
     During 1996, Standard Life produced a statutory net income of $3,291,000.
As a result, Standard Management did not make cash capital contributions to
Standard Life during 1996 to maintain adequate levels of statutory capital and
surplus. In March 1996, Standard Life sold its subsidiary, First International,
and realized an increase in statutory capital and surplus of approximately
$4,951,000 from the statutory gain on the sale and related reinsurance
transactions.
 
     Commencing January 1, 1995, Standard Life began to reinsure a portion of
its annuity business. This reinsurance agreement has allowed SMC to write
volumes of business that it would not otherwise have been able to write due to
regulatory restrictions based on its ratio of surplus to liabilities as
determined by regulatory authorities in the State of Florida. By reinsuring a
portion of the annuity business, the liability growth is slowed, thereby
avoiding the erosion of surplus that occurs in periods of increasing sales. If
SMC's ratio of surplus to liabilities falls below 4%, the State of Florida could
prohibit SMC from writing new business in Florida. Standard Life's largest
annuity reinsurer at December 31, 1996, Winterthur, is rated "A" ("Excellent")
by A.M. Best. From January 1, 1995 to August 31, 1995 approximately 70% of
certain of Standard Life's annuity business produced was ceded. Standard Life
decreased the quota-share portion of business ceded to 50% at September 1, 1995
and further reduced it to 25% effective April 1, 1996 to reflect the reduced
need for additional capital and increase current earnings potential. This
reduction was possible since the surplus strain experienced by Standard Life was
not as great as originally anticipated as a result of lower than expected sales
in 1995 and the increase in surplus resulting from the sale of First
International. Winterthur limits dividends and other transfers by Standard Life
to Standard Management or affiliated companies in certain circumstances.
 
     Management believes that operational cash flow of Standard Life will be
sufficient to meet its anticipated needs for 1997. As of December 31, 1996,
Standard Life had statutory capital and surplus for regulatory purposes of
$22,969,666 compared to $12,876,960 at December 31, 1995. As the life insurance
and annuity business produced by Standard Life and Dixie National Life
increases, Standard Life expects to continue to satisfy statutory capital and
surplus requirements through statutory profits, through the continued
reinsurance of a portion of its new business, and through additional capital
contributions by Standard Management. During 1996, Standard Management did not
make any capital contributions to Standard Life, other than the Common Stock
associated with the Shelby merger. Net cash flow from operations on a statutory
basis of Standard Life, after payment of benefits and operating expenses, was
$17,921,422 and $4,263,011 for the years ended December 31, 1996 and December
31, 1995, respectively. If the need arises for cash which is not readily
available, additional liquidity could be obtained from the sale of invested
assets.
 
     State insurance regulatory authorities impose minimum risk-based capital
requirements on insurance enterprises that were developed by the NAIC. The
formulas for determining the amount of RBC specify various weighting factors
that are applied to financial balances or various levels of activity based on
the perceived degree of risk. Regulatory compliance is determined by a ratio
(the "RBC Ratio") of the enterprise's regulatory total adjusted capital, as
defined by the NAIC, to its authorized control level RBC, as defined by the
NAIC. Enterprises below specific trigger points or ratios are classified within
certain levels, each of which requires specified corrective action. Each of
SMC's insurance subsidiaries has an RBC Ratio that is at least 400% of the
minimum RBC requirements; accordingly, the subsidiaries meet the RBC
requirements.
 
     Standard Life's acquisition of Shelby Life, and merger of Shelby Life into
Standard Life, effective November 1, 1996 is anticipated to have a positive
effect on Standard Life's liquidity and cash flows. Shelby Life ceased writing
new business effective November 1, 1996, thus reducing the surplus strain
normally associated with the issuance of new policies. The anticipated profits
from Shelby Life's book of business are expected to exceed the related interest
expense connected with the $13,000,000 of Surplus Debentures issued by Standard
Life in connection with the acquisition of Shelby Life. The statutory net income
of Shelby Life was $1,660,855 for the year ended December 31, 1995 and $851,472
for the ten months ended October 31, 1996.
 
                                       40
<PAGE>   42
 
     International Operations. The consolidated balance sheet of SMC at December
31, 1996, includes a $2,775,000 credit representing negative goodwill on the
purchase of Standard Management International which will be amortized into
future earnings. This amortization is a non-cash credit to SMC statement of
operations.
 
     Standard Management International dividends are limited to its accumulated
earnings without regulatory approval. Standard Management International and
Premier Life (Luxembourg) were not permitted to pay dividends in 1996 and 1995
due to accumulated losses. Premier Life (Bermuda) did not pay dividends in 1996
and 1995. SMC does not anticipate any dividends from these companies in 1997.
 
     Due to the nature of unit-linked products issued by Standard Management
International, which represent over 90% of the Standard Management International
portfolio, the investment risk rests with the policyholder. Investment risk for
Standard Management International exists where Standard Management International
makes investment decisions with respect to the remaining traditional business
and for the assets backing certain actuarial and regulatory reserves. The
investments underlying these liabilities mostly represent short-term investments
and fixed maturity securities. These short term investments and fixed maturity
securities are normally bought and/or disposed of only on the advice of
independent consulting actuaries who perform an annual analysis comparing
anticipated cash flows on the insurance portfolio with the cash flows from the
fixed maturity securities. Any resulting material mismatches are then covered by
adjusting the securities in the investment portfolio as appropriate.
 
     Pending Acquisition of Savers Life. The acquisition of Savers Life will
cost approximately $14,200,000, plus acquisition costs, of which approximately
$4,000,000 is to be borrowed in cash under the Amended Credit Agreement. The
balance of the purchase price will be paid in shares of SMC Common Stock. SMC
anticipates that existing working capital, unused proceeds from borrowings under
the Amended Credit Agreement, and management fees and dividends payable by
Savers Life will be adequate to cover debt service on the additional borrowings
under the Amended Credit Agreement through 1998.
 
FACTORS THAT MAY AFFECT FUTURE RESULTS
 
     Mergers, Acquisitions and Consolidations. The U.S. insurance industry has
experienced an increasing number of mergers, acquisitions, consolidations and
sales of certain business lines. These consolidations have been driven by a need
to reduce costs of distribution and overhead and maintain business in force.
Additionally, increased competition, regulatory capital requirements and
technology costs have also contributed to the level of consolidation in the
industry. These forces are expected to continue as is the level of industry
consolidation.
 
     Foreign Currency Risk. Standard Management International policyholders
invest in assets denominated in a wide range of currencies. Policyholders
effectively bear the currency risk, if any, as these investments are matched by
policyholder separate account liabilities. Therefore, their investment and
currency risk is limited to premiums they have paid. Policyholders are not
permitted to invest directly into options, futures and derivatives. Standard
Management International could be exposed to currency fluctuations if currencies
within the conventional investment portfolio or certain actuarial reserves are
mismatched. The assets and liabilities of this portfolio and the reserves are
continually matched by the company and at regular intervals by the independent
actuary. In addition, Premier Life (Luxembourg)'s shareholder's equity is
denominated in Luxembourg francs. Premier Life (Luxembourg) does not hedge it's
translation risk because its stockholder's equity will remain in Luxembourg
francs for the foreseeable future and no significant realized foreign exchange
gains or losses are anticipated. At December 31, 1996, there was an unrealized
gain from foreign currency translation adjustment of $691,000.
 
     Uncertainties Regarding Intangible Assets. Included in SMC's financial
statements as of December 31, 1996 are certain assets that are valued for
financial statement purposes primarily on the basis of assumptions established
by SMC's management. These assets include deferred acquisition costs, present
value of future profits, costs in excess of net assets acquired and organization
and deferred debt issuance costs. The total value of these assets reflected in
the December 31, 1996 consolidated balance sheet aggregated $41,823,000 or 7% of
SMC's assets. SMC has established procedures to periodically review the
assumptions utilized to value these
 
                                       41
<PAGE>   43
 
assets and determine the need to make any adjustments in such values in SMC's
consolidated financial statements. SMC has determined that the assumptions
utilized in the initial valuation of these assets are consistent with the
current operations of SMC as of December 31, 1996.
 
     Regulatory Environment. Currently, prescribed or permitted statutory
accounting principles ("SAP") may vary between states and between companies. The
NAIC is in the process of codifying SAP to promote standardization of methods
utilized throughout the industry. Completion of this project might result in
changes in statutory accounting practices for SMC's insurance subsidiaries;
however, it is not expected that such changes would materially affect SMC's
insurance subsidiaries' statutory capital requirements.
 
     Financial Services Deregulation. The United States Congress is currently
considering a number of legislative proposals intended to reduce or eliminate
restrictions on affiliations among financial services organizations. Proposals
are extant which would allow banks to own or affiliate with insurers and
securities firms. An increased presence of banks in the life insurance and
annuity businesses may increase competition in these markets. The Company cannot
predict the impact of these proposals on the earnings of the Company.
 
     Recently Issued Accounting Standards. In February 1997, the FASB issued
SFAS No. 128, "Earnings per Share." SFAS No. 128 is required to be adopted on
December 31, 1997. At that time, SMC will be required to change the method
currently used to compute earnings per share and to restate prior periods. Under
the new requirements for calculating primary earnings per share, the dilutive
effect of stock options and stock warrants will be excluded. The impact is
expected to result in an increase in primary earnings per share for year ended
December 31, 1996 of $.08 per share. The impact of SFAS No. 128 on the
calculation of fully diluted earnings per share for these periods is not
expected to be material.
 
     Accounting Pronouncements. Effective January 1, 1996, SMC adopted SFAS No.
123, "Accounting for Stock-Based Compensation." SFAS No. 123 requires expanded
disclosures of stock-based compensation arrangements with employees and
encourages, but does not require, compensation cost to be measured based on the
fair value of the equity instruments awarded. Companies are permitted, however,
to continue to apply Accounting Principles Board (APB) Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. SMC will continue to apply APB Opinion No. 25 to its
stock-based compensation awards to employees and directors and will disclose the
required pro forma effect on net income and earnings per share in its
consolidated financial statements for the year ended December 31, 1996.
 
     Safe Harbor Provisions. Forward-looking statements in this Annual Report on
Form 10-K are made pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. There are certain important factors
that could cause results to differ materially from those anticipated by some of
the statements made above. Investors are cautioned that all forward-looking
statements involve risks and uncertainty. In addition to the factors discussed
above, among the other factors that could cause actual results to differ
materially are the following: economic environment, interest rate changes
generally and credited rates on new business, sales volume, product development,
regulatory changes, the results of financing efforts, SMC's accounting policies,
competition, the reinsurance agreement with GIAC and the acquisitions of Shelby
Life and Savers Life.
 
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and included in a separate section of
this report.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     None.
 
                                       42
<PAGE>   44
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     RONALD D. HUNTER, age 45, has been the Chairman of the Board, Chief
Executive Officer and President of SMC since its formation in June 1989 and the
Chairman of the Board and Chief Executive Officer of Standard Life since
December 1987. Previously, Mr. Hunter held several management and sales
positions in the life insurance industry with a number of companies including
Conseco, Inc. (1981-1986), Aetna Life & Casualty Company (1978-1981), United
Home Life Insurance Company (1975-1977) and Prudential Life Insurance Company
(1972-1975).
 
     STEPHEN M. COONS, age 56, has been a director of SMC since August, 1989.
Mr. Coons has been General Counsel and Executive Vice President of SMC since
March 1993 and has been Secretary of SMC since March 1994. He was of counsel to
the law firm of Coons, Maddox & Koeller from March 1993 to December 31, 1995.
Prior to March 1993, Mr. Coons was a partner with the law firm of Coons & Saint.
He has been practicing law for 25 years. Mr. Coons served as Indiana Securities
Commissioner from 1978 to 1983.
 
     RAYMOND J. OHLSON, age 47, has served as Executive Vice President and
director of SMC since December 1993. He has served as President and director of
Standard Marketing since August 1991. Since June 1993, Mr. Ohlson has served as
President of Standard Life. Mr. Ohlson entered the life insurance business in
1971. While still in college, Mr. Ohlson qualified for the Million Dollar Round
Table and is now a life member. He earned his CLU designation in 1980. Mr.
Ohlson owned and operated Ohlson & Associates, an independent insurance
marketing organization, from 1984 to April 1, 1994, when the assets of Ohlson &
Associates were acquired by Standard Marketing.
 
     PAUL ("PETE") B. PHEFFER, age 46, has been Executive Vice President, Chief
Financial Officer and Treasurer of SMC since May 1, 1997 and director of SMC
since June 27, 1997. Prior to joining SMC, Mr. Pheffer was Senior Vice President
-- Chief Financial Officer and Treasurer of Jackson National Life Insurance
Company from 1994 to 1996 and prior to that was Senior Vice President -- Chief
Financial Officer at Kemper Life Insurance Companies from 1992 to 1994. Mr.
Pheffer, a CPA, received his MBA from the University of Chicago in 1988.
 
     EDWARD T. STAHL, age 50, has been an Executive Vice President of SMC since
its formation, has been a director of SMC from July 1989 (except for the period
from January 12, 1990 to May 21, 1990) and has served as Director of Corporate
Development since June 1993. Mr. Stahl was Secretary of SMC from June 1989 to
March 1994. Mr. Stahl was President and Chief Operations Officer of Standard
Life from May 1988 to June 1993. He has been a director of Standard Life since
December 1987, and Executive Vice President and Secretary since June 1993. Mr.
Stahl has served in various capacities in the insurance industry since 1966. He
earned his FLMI designation in 1981, and is a member of several insurance
associations.
 
     RAMESH H. BHAT, age 47, has been a director of SMC since July 1989, except
for the period from January 1990 to August 1990. Dr. Bhat has been practicing
obstetrics and gynecology in Fort Wayne, Indiana, since 1978 and is a member of
the medical staff of Parkview Memorial Hospital and partner of Northeast OB-GYN,
P.C., in Fort Wayne, Indiana.
 
     MARTIAL R. KNIESER, age 55, has been a director of SMC since May 1990. He
was Medical Director of Community Hospital Indianapolis from 1978 to 1989 and
has been Medical Director of Stat Laboratory Services from 1989 to present. Dr.
Knieser also has been Medical Director of Standard Life since December 1987.
 
     ROBERT A. BORNS, age 61, has served as Chairman of Borns Management
Corporation (real estate management), Indianapolis, Indiana since 1962 and as
Chairman of Correctional Management Company, L.L.C. (privatized correctional
facilities), Indianapolis, Indiana since 1996. Mr. Borns serves on numerous
boards, including IPALCO Enterprises, Inc., Indianapolis Power and Light
Company, Indianapolis Water Company, IWC Resources Corporation, and of Heritage
Partners Management, Inc. He is also a member of
 
                                       43
<PAGE>   45
 
the Board of Trustees of Indianapolis Museum of Art, Indianapolis Symphony
Orchestra, Indiana University Foundation and St. Vincent Hospital Advisory
Board.
 
     JAMES C. LANSHE, age 51, has been a director of SMC since August 1993. From
1989 to 1997, Mr. Lanshe served as Chairman of Norex Corporation and its
predecessors, a financial services holding company. From 1991 to 1997, Mr.
Lanshe served as Chief Executive Officer of Norcross & Company, an investment
banking firm. From 1988 to 1991 he was a partner with the law firm of
Greenbauer, Boone, Treitz, Maggiolo and Brown of Louisville, Kentucky.
 
     Under SMC's Bylaws, as in effect on the date hereof, the SMC Board of
Directors is divided into three classes, each of whose members serves for a
three-year term. Messrs. Coons', Knieser's and Pheffer's terms as directors of
SMC will expire on the date of SMC's 1997 Annual Meeting of Stockholders and
each will be nominated to serve for an additional term of three years. Messrs.
Hunter's, Stahl's and Lanshe's terms as directors of SMC expire on the date of
SMC's 1998 Annual Meeting of Stockholders. Messrs. Borns', Ohlson's and Bhat's
terms as directors of SMC expire on the date of SMC's 1999 Annual Meeting of
Stockholders.
 
EXECUTIVE OFFICERS
 
     The information concerning SMC's executive officers required by this Item
is incorporated by reference herein to the section in Part I hereof entitled
"Executive Officers."
 
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Section 16(a) of the Exchange Act requires SMC's executive officers and
directors, and persons who own more than ten percent (10%) of the SMC Common
Stock ("Reporting Persons"), to file reports of ownership and changes in
ownership with the SEC. Reporting Persons are required by SEC regulations to
furnish SMC with copies of all Section 16(a) reports they file. Based solely on
its review of the copies of such forms received by it and written
representations from certain Reporting Persons, SMC believes that during fiscal
1996 its Reporting Persons complied with all filing requirements applicable to
them except that Mr. Borns filed one late report for one transaction.
 
                                       44
<PAGE>   46
 
ITEM 11. EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
     The following table sets forth the annual and long-term compensation paid
to Mr. Hunter, Chief Executive Officer, and the four other highest-paid
executive officers of SMC during fiscal year 1996 (the "Named Executive
Officers"), for SMC's last three fiscal years:
 
<TABLE>
<CAPTION>
                                                                          LONG TERM
                                                ANNUAL COMPENSATION      COMPENSATION
                                                -------------------   ------------------
                                                                            AWARDS
                                                                      ------------------
                                                                          NUMBER OF
                                                                          SECURITIES
                                       FISCAL                         UNDERLYING OPTIONS      ALL OTHER
    NAME AND PRINCIPAL POSITION         YEAR     SALARY     BONUS         GRANTED(1)       COMPENSATION(2)
    ---------------------------        ------    ------     -----     ------------------   ---------------
                                                   $          $               #                   $
<S>                                    <C>      <C>        <C>        <C>                  <C>
Ronald D. Hunter....................    1996    $316,418   $171,996        272,895             $28,645
  Chairman of the Board                 1995     307,800     56,118        130,200              12,867
  CEO and President                     1994     300,000   30,000..             --               8,372
Raymond J. Ohlson...................    1996     211,984     85,998        145,005              12,796
  Executive Vice President and          1995     206,210     28,059         72,450               7,795
  Chief Marketing Officer               1994     201,984     20,098             --               6,342
Stephen M. Coons....................    1996     162,481     85,998         85,260                  --
  Executive Vice President,             1995     158,055     28,059         52,500                  --
  General Counsel and Secretary         1994     154,050     15,405             --                  --
John J. Quinn.......................    1996     216,641     85,998        120,750               8,084
  Executive Vice President,             1995     210,740     28,059         72,450               5,012
  Chief Financial Officer and           1994     205,400     20,540             --               4,733
  Treasurer(3)
Edward T. Stahl.....................    1996     121,924     85,998         77,070               6,000
  Executive Vice President and          1995     118,603     33,059         52,500               3,000
  Director of Corporate Development     1994     115,598     11,560             --               2,543
</TABLE>
 
-------------------------
(1) All applicable share amounts have been adjusted to reflect a 5% stock
    dividend effected on June 21, 1996 for holders of record on May 17, 1996.
    Effective May 1, 1996, the Incentive Stock Option Plan Committee of the SMC
    Board of Directors cancelled 480,480 options that had previously been
    granted to certain executive officers with exercise prices ranging from
    $8.00 to $13.00 per share (representing the market price of the SMC Common
    Stock on the date such options were initially granted) and granted an
    identical number of new options with identical terms and vesting periods
    (the "Replacement Options") to those persons with an exercise price of
    $7.60, the book value per share of SMC Common Stock on September 30, 1995.
    On May 1, 1996, the last reported sale price per share of the SMC Common
    Stock, as reported by Nasdaq, was $4.375. The per share exercise price
    relating to each Replacement Option was reduced to $7.238 in connection with
    the June 21, 1996 5% stock dividend. Options granted in 1996 include the
    Replacement Options.
 
(2) Amounts reported for fiscal year 1996 was as follows: (i) matching
    contributions by SMC to the 401(k) plan (Mr. Hunter $6,000, Mr. Ohlson
    $6,000, Mr. Quinn $6,000 and Mr. Stahl $6,000); (ii) key man life insurance
    premiums paid by SMC (Mr. Hunter $4,090, Mr. Ohlson $2,705, and Mr. Quinn
    $356); (iii) disability income insurance premiums paid by SMC (Mr. Hunter
    $6,555, Mr. Ohlson $4,091, and Mr. Quinn $1,728); (iv) travel allowance paid
    by SMC (Mr. Hunter $12,000).
 
(3) SMC accepted Mr. Quinn's resignation as an officer and director of SMC
    effective as of April 15, 1997.
 
                                       45
<PAGE>   47
 
OPTION GRANTS IN LAST FISCAL YEAR
 
     The following table provides information on stock options granted under
SMC's Amended and Restated 1992 Stock Option Plan (the "Stock Option Plan") in
1996 to the Named Executive Officers. All options granted in 1996 were
non-qualified stock options, and SMC has not issued any Stock Appreciation
Rights ("SARs"). All applicable share and per share amounts have been adjusted
to reflect the 5% stock dividend.
 
<TABLE>
<CAPTION>
                                                    PERCENT OF TOTAL
                            NUMBER OF SECURITIES   OPTIONS GRANTED TO
                             UNDERLYING OPTIONS       EMPLOYEES IN      EXERCISE   EXPIRATION      GRANT DATE
           NAME                  GRANTED(1)           FISCAL YEAR        PRICE        DATE      PRESENT VALUE(2)
           ----             --------------------   ------------------   --------   ----------   ----------------
                                    (#)                                  ($/SH)                       ($)
<S>                         <C>                    <C>                  <C>        <C>          <C>
Ronald D. Hunter..........         68,250                 8.90%          $4.286       1/2/06        $210,210
                                  105,000                13.69            7.238      6/16/03         211,050
                                   99,645                12.99            7.238     11/08/03         208,258
Raymond J. Ohlson.........         42,000                 5.48%          $4.286       1/2/06        $129,360
                                   26,250                 3.42            7.238       2/2/03          50,662
                                   39,375                 5.13            7.238      6/16/03          79,144
                                   37,380                 4.87            7.238     11/08/03          78,124
Stephen M. Coons..........         34,125                 4.45%          $4.286       1/2/06        $105,105
                                   26,250                 3.42            7.238      6/16/03          52,763
                                   24,885                 3.24            7.238      11/8/03          52,009
John J. Quinn.............         42,000                 5.48%          $4.286       1/2/06        $129,360
                                   78,750                10.27            7.238      6/16/03         158,288
Edward T. Stahl...........         34,125                 4.45%          $4.286       1/2/06        $105,105
                                   22,050                 2.87            7.238      6/16/03          44,321
                                   20,895                 2.72            7.238      11/8/03          43,671
</TABLE>
 
-------------------------
(1) The options with an exercise price of $4.286 per share were exercisable with
    respect to the first third of the aggregate number of shares subject thereto
    on their grant date (January 2, 1996); became exercisable with respect to
    the second third of the aggregate number of shares subject thereto on
    January 2, 1997 and will become exercisable with respect to all the
    remaining shares subject thereto on January 2, 1998. The options with an
    exercise price of $7.238 per share are Replacement Options and were
    exercisable in full on their grant date (May 1, 1996).
 
(2) In accordance with SEC rules, these values were established using the
    Black-Scholes stock option valuation model that was adapted for use in
    valuing executive stock options. Assumptions used to calculate the Grant
    Date Present Value were: stock price volatility .4980 and interest rate
    5.88%. The valuation model was not adjusted for non-transferability, risk of
    forfeiture or the vesting restrictions of the options. SMC does not believe
    that the Black-Scholes model, whether modified or not modified, or any other
    valuation model, is a reliable method of computing the present value of
    SMC's employee stock options. The value ultimately realized, if any, will
    depend on the amount that the market price of the stock exceeds the exercise
    price on the date of exercise.
 
                                       46
<PAGE>   48
 
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
 
     No stock options were exercised by Named Executive Officers during fiscal
year 1996. The following table sets forth information with respect to Named
Executive Officers concerning unexercised options held as of the end of fiscal
year 1996. SMC has not issued any SARs.
 
<TABLE>
<CAPTION>
                                                 NUMBER OF SECURITIES                  VALUE OF UNEXERCISED
                                                UNDERLYING UNEXERCISED                     IN-THE-MONEY
                                                 OPTIONS AT FY-END(#)                  OPTIONS AT FY-END($)
                                            -------------------------------       -------------------------------
                  NAME                      EXERCISABLE       UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE
                  ----                      -----------       -------------       -----------       -------------
<S>                                         <C>               <C>                 <C>               <C>
Ronald D. Hunter........................      314,195            88,900             $13,400            $26,800
Raymond J. Ohlson.......................      165,305            52,150               8,250             16,500
Stephen M. Coons........................       97,510            40,250               6,700             13,400
John J. Quinn...........................      141,050            52,150               8,250             16,500
Edward T. Stahl.........................       89,320            40,250               6,700             13,400
</TABLE>
 
EMPLOYMENT AGREEMENTS
 
     SMC has employment agreements with Messrs. Hunter, Ohlson, Coons, Quinn and
Stahl, which agreements provide that, if their employment is terminated due to
certain acts, for a period of one year thereafter, each shall not (i) sell or
attempt to sell, within Indiana, any type of products marketed by SMC, (ii) sell
or attempt to sell any types of products marketed by SMC to any customer of SMC
and (iii) within Indiana, own, be employed by, or be connected in any manner
with any business similar to the type of business of SMC. Messrs. Hunter,
Ohlson, Coons, Quinn and Stahl also agree that during the employment term and
for a period of six months thereafter, each will assign to SMC or its nominees
all of his right, title and interest in and to all technical information that
each makes, develops or conceives.
 
     Mr. Hunter's employment agreement terminates on January 1, 1998. His salary
under his employment agreement for 1996 was $316,418 per year and is increased
each year by the percent change of the Consumer Price Index ("CPI"). In
addition, Mr. Hunter receives a bonus equal to 3% of the annual gross operating
income of SMC, but not less than 10% of his annual salary. Following a
termination of his employment with SMC in the event of a change-in-control, Mr.
Hunter will also be entitled to receive a lump sum payment equal to the amount
determined by multiplying the number of shares of SMC Common Stock subject to
unexercised stock options previously granted by SMC and held by Mr. Hunter on
the date of termination, whether or not such options are then exercisable, and
the highest per share fair market value of the SMC Common Stock on any day
during the six-month period ending on the date of termination. Upon payment of
such amount, such unexercised stock options will be deemed to be surrendered and
canceled. In the event of a change-in-control of SMC whereby Mr. Hunter's
employment is terminated, Mr. Hunter is entitled to a lump sum payment equal to
his average annual compensation times 299%.
 
     Mr. Ohlson's employment agreement terminates on June 16, 1998. His salary
under his employment agreement for 1996 was $211,984 per year, and is increased
each year by the percent change of the CPI. In addition, Mr. Ohlson receives a
bonus equal to 1 1/2% of the annual gross operating income of SMC but not less
than 10% of his annual salary. Following a termination of his employment with
SMC in the event of a change-in-control, Mr. Ohlson will also be entitled to
receive a lump sum payment equal to the amount determined by multiplying the
number of shares of SMC Common Stock subject to unexercised stock options
previously granted by SMC and held by Mr. Ohlson on the date of termination,
whether or not such options are then exercisable, and the highest per share fair
market value of the SMC Common Stock on any day during the six month period
ending on the date of termination. Upon payment of such amount, such unexercised
stock options will be deemed to be surrendered and canceled. In the event of a
change-in-control of SMC whereby Mr. Ohlson's employment is terminated, Mr.
Ohlson is entitled to a lump sum payment equal to his average annual
compensation times 299%.
 
     Mr. Coons' employment agreement terminates on March 1, 1998. His salary
under his employment agreement for 1996 was $162,481 per year, and is increased
each year by the percent change of the CPI. In addition, Mr. Coons receives a
bonus equal to 1 1/2% of the annual gross operating income of SMC but not less
 
                                       47
<PAGE>   49
 
than 10% of his annual salary. Following a termination of his employment with
SMC in the event of a change-in-control, Mr. Coons will also be entitled to
receive a lump sum payment equal to the amount determined by multiplying the
number of shares of SMC Common Stock subject to unexercised stock options
previously granted by SMC and held by Mr. Coons on the date of termination,
whether or not such options are then exercisable, and the highest per share fair
market value of the SMC Common Stock on any day during the six month period
ending on the date of termination. Upon payment of such amount, such unexercised
stock options will be deemed to be surrendered and canceled. In the event of a
change-in-control of SMC whereby Mr. Coons' employment is terminated, Mr. Coons
is entitled to a lump sum payment equal to his average annual compensation times
299%.
 
     Mr. Quinn was appointed as the Indiana Commissioner of Insurance in
February 1997. In connection with that appointment he resigned as an officer and
director of SMC effective as of April 15, 1997. He subsequently declined such
appointment. On June 19, 1997, Mr. Quinn commenced an action in the Superior
Court of Marion County, Indiana, against SMC. Mr. Quinn's employment agreement
contained a provision to the effect that, following a termination of his
employment with SMC under certain circumstances, Mr. Quinn would be entitled to
receive a lump sum payment equal to the amount determined by multiplying the
number of shares of SMC Common Stock subject to unexercised stock options
previously granted by SMC to Mr. Quinn on the date of termination, whether or
not such options were then exercisable, by the highest per share fair market
value of the SMC Common Stock on any day during the six-month period ending on
the date of termination. Upon payment of such amount, such unexercised stock
options would be deemed to have been surrendered and canceled. Mr. Quinn further
claims that his employment agreement contained an additional provision that he
would be entitled to receive a lump sum payment equal to two years of annual
salary, following termination of employment. Mr. Quinn has asserted to SMC that
he is entitled to a lump sum termination payment of $1,654,000, and liquidated
damages not exceeding $3,308,000, by virtue of his voluntarily leaving SMC's
employment.
 
     SMC disputes Mr. Quinn's claims. Outside counsel is in the process of
investigating and responding to Mr. Quinn's claim. The ultimate outcome of the
action can not presently be determined. Accordingly, no provision for any
liability that may result has been made in the financial statements. Management
believes that the conclusion of such litigation will not have a material adverse
effect on SMC's consolidated financial condition.
 
     Mr. Stahl's employment agreement terminates on January 1, 1998. His salary
under this employment agreement for 1996 was $121,924 and is increased each year
by the percent change of the CPI. In addition, Mr. Stahl receives a bonus equal
to 1 1/2% of the annual gross operating income of SMC, but not less than 10% of
his annual salary. Following a termination of his employment with SMC in the
event of a change-in-control, Mr. Stahl will also be entitled to receive a lump
sum payment equal to the amount determined by multiplying the number of shares
of SMC Common Stock subject to unexercised stock options previously granted by
SMC and held by Mr. Stahl on the date of termination, whether or not such
options are then exercisable, and the highest per share fair market value of the
SMC Common Stock on any day during the six month period ending on the date of
termination. Upon payment of such amount, such unexercised stock options will be
deemed to be surrendered and canceled. In the event of a change-in-control of
SMC whereby Mr. Stahl's employment is terminated, Mr. Stahl is entitled to a
lump sum payment equal to his average annual compensation times 299%.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Dr. Bhat, a member of the Compensation Committee of the SMC Board of
Directors, was a consultant to SMC regarding stockholder communications.
Pursuant to the terms of a consulting agreement entered into November 29, 1993,
SMC agreed to pay Dr. Bhat $30,000, $35,000 and $40,000 during the first, second
and third year of the agreement, respectively, plus travel expenses. The
consulting agreement terminated November 30, 1996. In July 1994, SMC made two
loans to Dr. Bhat in the amounts of $100,000 and $80,000 at an annual interest
rate of prime plus 1%. Both notes were repaid in 1996.
 
                                       48
<PAGE>   50
 
COMPENSATION OF DIRECTORS
 
     Each non-employee director of SMC receives an annual cash retainer of
$10,000. Directors who are not employees of SMC receive $1,000 per SMC Board or
SMC Board Committee meeting attended in person. All non-employee directors are
reimbursed for expenses incurred in connection with their services as directors.
Pursuant to the Stock Option Plan, each non-employee director is entitled to
receive, on the date of each Annual Meeting of SMC's Stockholders, an
immediately exercisable option to purchase 500 shares of SMC Common Stock at a
purchase price equal to the fair market value of SMC Common Stock on the date of
grant. Each such option will be exercisable for ten years and may terminate
earlier upon termination of directorship. The Stock Option Plan also provides
that each non-employee director is entitled to receive an option to purchase 500
shares of SMC Common Stock upon commencement of service as a director. Officers
of SMC do not receive an annual retainer, meeting fees, shares of SMC Common
Stock or other compensation for service as directors of SMC or for service on
Committees of the SMC Board.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The following table sets forth certain information regarding the beneficial
ownership of SMC Common Stock; (i) by each stockholder known by SMC to own
beneficially more than five percent (5%) of the outstanding SMC Common Stock;
(ii) by each of SMC's directors; (iii) by each of SMC's Named Executive Officers
and (iv) by all directors and Named Executive Officers of SMC as a group. All
amounts have been adjusted for the 5% stock dividend. This information is as of
March 31, 1997 based upon Schedules 13-G filed with the SEC.
 
<TABLE>
<CAPTION>
                                                           NUMBER OF SHARES            PERCENT OF TOTAL
              NAME OF BENEFICIAL OWNER                   BENEFICIALLY OWNED(1)       OUTSTANDING SHARES(2)
              ------------------------                   ---------------------       ---------------------
<S>                                                      <C>                         <C>
Ronald D. Hunter.....................................            833,729(3)                  15.42%
  9100 Keystone Crossing
  Indianapolis, Indiana 46240
Ramesh H. Bhat.......................................            335,353(4)                   6.64
  9100 Keystone Crossing
  Indianapolis, Indiana 46240
Martial R. Knieser...................................            286,955(5)                   5.71
  9100 Keystone Crossing
  Indianapolis, Indiana 46240
Raymond J. Ohlson....................................            224,460                      4.29
John J. Quinn........................................            205,467(6)                   3.94
Edward T. Stahl......................................            151,623                      2.95
Stephen M. Coons.....................................            147,969(7)                   2.87
Robert A. Borns......................................             30,500                        --*
James C. Lanshe......................................              6,013                        --*
All directors, director nominees and Named Executive
  Officers as a group (nine persons).................          2,222,069                     36.68
</TABLE>
 
-------------------------
 *  Less than one percent
 
(1) Except as otherwise noted below, each person named in the table possesses
    sole voting and sole investment power with respect to all shares of SMC
    Common Stock listed in the table as owned by such person. Shares
    beneficially owned include shares that may be acquired pursuant to the
    exercise of outstanding options or warrants that are exercisable within 60
    days of March 31, 1997 as follows: Mr. Hunter - 380,345, Dr. Bhat - 20,179,
    Dr. Knieser - 2,600, Mr. Ohlson - 203,455, Mr. Quinn - 179,200, Mr. Stahl -
    118,195, Mr. Coons - 126,385, Mr. Borns - 500, Mr. Lanshe - 2,075, directors
    and Named Executive Officers as a group - 1,032,934.
 
                                       49
<PAGE>   51
 
(2) Percentage of total outstanding shares is calculated separately for each
    person on the basis of the actual number of outstanding shares as of March
    31, 1997 and assumes, for purposes of the calculation, that shares issuable
    upon exercise of options or warrants exercisable within 60 days held by such
    person (but no other stockholders) had been issued as of such date.
    Percentages less than 1% are not indicated.
 
(3) Includes 336 shares beneficially owned by Mr. Hunter's minor child, as to
    which Mr. Hunter disclaims beneficial ownership. Includes 250,000 shares
    held by Mr. Hunter who is named as a voting trustee under a Voting Trust
    created pursuant to the terms of the Stock Purchase Agreement dated as of
    July 18, 1996 by and between SMC and DLAC. Under the terms of the voting
    trust, the trustees hold and vote the SMC Common Stock held in the trust and
    share voting power with respect to such shares. Mr. Hunter disclaims
    beneficial ownership of these shares.
 
(4) Includes 43,260 shares beneficially owned by Dr. Bhat's spouse and minor
    children, as to which shares Dr. Bhat disclaims beneficial ownership.
 
(5) Includes 8,043 shares beneficially owned by Dr. Knieser's spouse and
    children, as to which shares Dr. Knieser disclaims beneficial ownership.
 
(6) Includes 525 shares beneficially owned by Mr. Quinn's minor child, as to
    which shares Mr. Quinn disclaims beneficial ownership.
 
(7) Includes 2,100 shares beneficially owned by Mr. Coons' child, as to which
    shares Mr. Coons disclaims beneficial ownership.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     SMC's Amended and Restated Articles of Incorporation and the SMC Bylaws
provide for indemnification of SMC's officers and directors to the maximum
extent permitted under the Indiana Business Corporation Law (the "IBCL"). In
addition, SMC has entered into separate indemnification agreements with some of
its directors which may require SMC, among other things, to indemnify them
against certain liabilities that may arise by reason of their status or service
as directors to the maximum extent permitted under the IBCL.
 
     In December 1994, SMC consolidated two loans made to Mr. Hunter, Chairman
of the Board of SMC, in the amount of $325,000 with an annual interest rate of
6.5%, repayable at $2,000 per month (principal and interest) with a final
payment due on December 31, 1996. This loan was refinanced December 29, 1995 and
again at December 31, 1996, at an annual interest rate of 5%, payable at $1,000
per month, with additional annual payments ranging from $50,000 to $84,000
through December 31, 2001. The outstanding principal balance was $338,000 at
December 31, 1996.
 
     In April 1994, SMC made a loan to Mr. Coons in the amount of $70,000, due
May 1, 1995, at an annual interest rate of 7%. This loan was renewed May 1995
and was due in two installments of $40,000 on May 1, 1996 and $30,000 on August
1, 1997. This note was repaid in 1996, with SMC becoming a guarantor supporting
a $70,000 loan to Mr. Coons on June 25, 1996. The guaranty will be effective
until the earlier of repayment of the loan or June 25, 1999.
 
     Mr. Ohlson, President of Standard Life and Standard Marketing, was the sole
owner of Ohlson & Associates, an independent insurance marketing organization.
On April 1, 1994, the assets of Ohlson & Associates were sold to Standard
Marketing for $174,000, payable on an installment basis over a four year period.
 
                                       50
<PAGE>   52
 
     SMC entered into a covenant not to compete agreement with Keith Settle,
former Chief Operations Officer of SMC, on February 12, 1997, effective July 1,
1996. In accordance with the covenant not to compete agreement, Mr. Settle (i)
received a lump sum payment of $150,000 on February 19, 1997, (ii) will receive
a lump sum payment of $125,000 on each of July 1, 1997 and July 1, 1998 and a
lump sum payment of $100,000 on July 1, 1999, and (iii) will retain his
non-qualified stock options to purchase 75,000 and 69,000 shares of SMC Common
Stock at $8.25 and $5.50 per share, respectively, until July 1, 1999. The
covenant not to compete agreement also contains provisions which prohibit Mr.
Settle from (i) competing with SMC's business in the counties contiguous to
Marion County, Indiana, (ii) competing with SMC and soliciting customers of SMC
to purchase competitive products, (iii) soliciting employees of SMC to terminate
their employment with SMC and (iv) disclosing confidential and proprietary
information of SMC.
 
                                       51
<PAGE>   53
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
Date: August 29, 1997
                                          STANDARD MANAGEMENT CORPORATION
 
                                                             *
                                          --------------------------------------
                                          Ronald D. Hunter
                                          Chairman, President and Chief
                                          Executive Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on August 29, 1997 by the following persons on
behalf of the Registrant and in the capacities indicated.
 
<TABLE>
<S>                                              <C>
*                                                Chairman, President and Chief Executive Officer
------------------------------------------       (Principal Executive Officer)
Ronald D. Hunter
 
*                                                Director, Executive Vice President,
------------------------------------------       Treasurer and Chief Financial Officer
Paul B. Pheffer                                  (Principal Financial Officer)
 
*                                                Senior Vice President -- Finance
------------------------------------------       (Principal Accounting Officer)
Gerald R. Hochgesang
 
*                                                Director
------------------------------------------
Raymond J. Ohlson
 
*                                                Director
------------------------------------------
Edward T. Stahl
 
*                                                Director
------------------------------------------
Stephen M. Coons
 
*                                                Director
------------------------------------------
Martial R. Knieser
 
*                                                Director
------------------------------------------
Ramesh H. Bhat
 
*                                                Director
------------------------------------------
James C. Lanshe
 
*                                                Director
------------------------------------------
Robert A. Borns
</TABLE>
 
*By: /s/ RONALD D. HUNTER
     -------------------------
         Ronald D. Hunter
         Attorney-in-Fact
 
By: /s/ STEPHEN M. COONS
    --------------------------
         Stephen M. Coons
         Attorney-in-Fact
 
                                       52
<PAGE>   54
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
 
(a)(3) List of Exhibits:
 
     The exhibits set forth in the accompanying Exhibit Index are filed as a
part of this report.
 
     The following is a list of each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S>       <C>
 
 10.2
 10.3
 10.4
 10.5
 10.8
 10.9
 10.19
</TABLE>
 
(b) Reports on Form 8-K filed during the fourth quarter of 1996.
 
     The Company did not file a Current Report on Form 8-K during the fourth
quarter of 1996.
 
                                       53
<PAGE>   55
 
                           ANNUAL REPORT ON FORM 10-K
                   ITEM 8, ITEM 14(a)(1) AND (2),(c) AND (d)
                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                          LIST OF FINANCIAL STATEMENTS
                                      and
                         FINANCIAL STATEMENT SCHEDULES
 
                                CERTAIN EXHIBITS
                         FINANCIAL STATEMENT SCHEDULES
                          Year Ended December 31, 1996
                        STANDARD MANAGEMENT CORPORATION
                             INDIANAPOLIS, INDIANA
<PAGE>   56
 
                        STANDARD MANAGEMENT CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                       AND FINANCIAL STATEMENT SCHEDULES
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Auditors..............................   F-2
Consolidated Balance Sheets as of December 31, 1996 and
  1995......................................................   F-4
Consolidated Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994..........................   F-5
Consolidated Statements of Shareholders' Equity for the
  Years Ended December 31, 1996, 1995 and 1994..............   F-6
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994..........................   F-7
Notes to Consolidated Financial Statements..................   F-8
FINANCIAL STATEMENT SCHEDULES:
The following consolidated financial statement schedules are
  included herein and should be read in conjunction with the
  Audited Consolidated Financial Statements.
Schedule II -- Condensed Financial Information of Registrant
  (Parent Company) for the Years Ended December 31, 1996,
  1995 and 1994.............................................  F-34
Schedule IV -- Reinsurance for the Years Ended December 31,
  1996, 1995 and 1994.......................................  F-39
Schedules not listed above have been omitted because they
are not applicable or are not required, or because the
required information is included in the Audited Consolidated
Financial Statements or Notes thereto.
</TABLE>
 
                                       F-1
<PAGE>   57
 
                         REPORT OF INDEPENDENT AUDITORS
 
Shareholders and Board of Directors
Standard Management Corporation
 
     We have audited the accompanying consolidated balance sheets of Standard
Management Corporation as of December 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1996. Our audits also
included the financial statement schedules listed in the Index. These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits. We did not audit the consolidated balance sheets
at September 30, 1996 and 1995 or the consolidated statements of operations,
shareholder's equity and cash flows for the three years ended September 30, 1996
of Standard Management International S.A. and subsidiaries, a wholly owned
subsidiary group, which financial statements reflect assets totaling
approximately 23% and 28% of the Company's consolidated assets at December 31,
1996 and 1995 and revenues totaling approximately 9%, 12% and 14% of
consolidated revenues for each of the three years in the period ended December
31, 1996. Those financial statements, which as explained in Note 1 are included
in the Company's consolidated balance sheets at December 31, 1996 and 1995, and
the Company's consolidated statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1996,
were audited by other auditors whose report has been furnished to us, and our
opinion, insofar as it relates to the data included for Standard Management
International S.A., is based solely on the report of other auditors.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
 
     In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Standard Management Corporation at
December 31, 1996 and 1995, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31, 1996
in conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
 
     As discussed in Note 20 to the consolidated financial statements, the
Company has restated its previously issued 1996 financial statements.
 
                                          Ernst & Young LLP
 
Indianapolis, Indiana
March 18, 1997, except for Note 20,
as to which the date is August 21, 1997
 
                                       F-2
<PAGE>   58
 
                         REPORT OF INDEPENDENT AUDITORS
 
Shareholders and Board of Directors
Standard Management International S.A.
 
     We have audited the consolidated balance sheets of Standard Management
International S.A. and subsidiaries as at September 30, 1996 and 1995 and the
related consolidated statements of operations, shareholder's equity and cash
flows for each of the three years in the period ended September 30, 1996 (none
of which aforementioned financial statements are separately presented herein).
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
     In our opinion the financial statements referred to above present fairly,
in all material aspects, the consolidated financial position of Standard
Management International S.A. and subsidiaries as at September 30, 1996 and
1995, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended September 30, 1996 in conformity
with generally accepted accounting principles in the United States of America.
 
Luxembourg City, Luxembourg
 
March 12, 1997
KPMG Audit
 
                                       F-3
<PAGE>   59
 
                        STANDARD MANAGEMENT CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                                --------------------
                                                                  1996        1995
                                                                  ----        ----
<S>                                                             <C>         <C>
                                       ASSETS
Investments:
  Securities available for sale:
    Fixed maturity securities, at fair value
      (amortized cost: $349,151 in 1996 and $225,643 in
     1995)..................................................    $347,310    $232,092
    Equity securities, at fair value (cost: $58 in 1996 and
     $52 in 1995)...........................................          62          52
  Mortgage loans on real estate, at unpaid principal
    balances................................................       3,035       2,963
  Policy loans, at unpaid principal balances................       9,903       8,509
  Real estate, at cost less accumulated depreciation of $91
    in 1996 and $81 in 1995.................................         546         556
  Other invested assets.....................................         865       1,367
  Short-term investments, at cost, which approximates fair
    value...................................................       8,417      35,058
                                                                --------    --------
      Total investments.....................................     370,138     280,597
Cash........................................................       5,113       5,762
Accrued investment income...................................       6,198       4,637
Amounts due and recoverable from reinsurers.................      68,811      33,419
Deferred policy acquisition costs...........................      18,078      10,054
Present value of future profits, less accumulated
  amortization of $3,520 in 1996 and
  $2,803 in 1995............................................      23,806      15,246
Excess of acquisition cost over net assets acquired, less
  accumulated amortization of
  $314 in 1996 and $393 in 1995.............................       2,260       3,175
Other assets................................................       5,463       4,003
Assets held in separate accounts............................     128,546     122,705
                                                                --------    --------
      Total assets..........................................    $628,413    $479,598
                                                                ========    ========
            LIABILITIES, REDEEMABLE SECURITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Future policy benefits:
    Interest-sensitive annuities and other financial
     products...............................................    $333,633    $212,500
    Traditional life insurance..............................      87,106      82,762
                                                                --------    --------
      Total future policy benefits..........................     420,739     295,262
  Policy claims and other policyholders' benefits and
    funds...................................................       4,585       2,572
                                                                --------    --------
                                                                 425,324     297,834
  Accounts payable and accrued expenses.....................       6,189       4,880
  Class action litigation and settlement liability..........          --       3,000
  Obligations under capital lease...........................         637       1,084
  Notes payable.............................................      20,060       3,107
  Deferred federal income taxes.............................       3,206       2,583
  Excess of net assets acquired over acquisition cost, less
    accumulated amortization of
    $3,839 in 1996 and $2,451 in 1995.......................       2,775       4,163
  Liabilities related to separate accounts..................     128,546     122,705
                                                                --------    --------
      Total liabilities.....................................     586,737     439,356
Class S Cumulative Convertible Redeemable Preferred Stock,
  par value $10 per share:
    Authorized 300,000 shares; issued and outstanding
     159,889 shares.........................................       1,757          --
Shareholders' Equity:
  Preferred Stock, no par value:
    Authorized 700,000 shares; none issued and
    outstanding.............................................          --          --
  Common Stock, no par value:
    Authorized 20,000,000 shares
    Issued 5,752,499 shares in 1996 and 5,459,573 in 1995...      40,481      39,808
  Treasury stock, at cost, 728,229 shares in 1996 and
    502,025 shares in 1995 (deduction)......................      (3,528)     (2,621)
  Unrealized gain (loss) on securities available for sale...        (746)      2,582
  Foreign currency translation adjustment...................         691       1,159
  Retained earnings (deficit)...............................       3,021        (686)
                                                                --------    --------
      Total shareholders' equity............................      39,919      40,242
                                                                --------    --------
      Total liabilities, redeemable securities and
       shareholders' equity.................................    $628,413    $479,598
                                                                ========    ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-4
<PAGE>   60
 
                        STANDARD MANAGEMENT CORPORATION
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                              -----------------------------------
                                                                1996         1995         1994
                                                                ----         ----         ----
<S>                                                           <C>          <C>          <C>
Revenues:
  Premium income............................................    $10,468      $ 5,504      $ 4,565
  Net investment income.....................................     20,871       18,517       16,057
  Net realized investment gains.............................      1,302          688          558
  Gain on disposal of subsidiaries..........................        886           --           --
  Policy charges............................................      2,551        2,467        2,031
  Amortization of excess of net assets acquired over
     acquisition cost.......................................      1,388        1,388        1,063
  Management fees and similar income from separate
     accounts...............................................      1,564        1,294        1,888
  Other income..............................................      1,277          380          356
                                                              ---------    ---------    ---------
       Total revenues.......................................     40,307       30,238       26,518
Benefits and expenses:
  Benefits and claims.......................................      9,919        5,791        5,603
  Interest credited on interest-sensitive annuities and
     other financial products...............................     11,281       10,009        8,676
  Salaries and wages........................................      5,053        4,701        3,910
  Amortization..............................................      2,592        2,044        1,215
  Other operating expenses..................................      7,122        6,333        6,563
  Interest expense and financing costs......................        805          118           47
  Class action litigation and settlement costs (credit).....         --         (314)       4,018
                                                              ---------    ---------    ---------
       Total benefits and expenses..........................     36,772       28,682       30,032
                                                              ---------    ---------    ---------
Income (loss) before federal income taxes, extraordinary
  gain on early redemption of redeemable preferred stock and
  preferred stock dividends.................................      3,535        1,556       (3,514)
Federal income tax expense (credit).........................       (730)         243          (78)
                                                              ---------    ---------    ---------
Income (loss) before extraordinary gain on early redemption
  of redeemable preferred stock and preferred stock
  dividends.................................................      4,265        1,313       (3,436)
Extraordinary gain on early redemption of redeemable
  preferred stock, net of $-- federal income tax............        502           --           --
                                                              ---------    ---------    ---------
NET INCOME (LOSS)...........................................      4,767        1,313       (3,436)
Preferred stock dividends...................................        208           --           --
                                                              ---------    ---------    ---------
Earnings available to common shareholders...................    $ 4,559      $ 1,313      $(3,436)
                                                              =========    =========    =========
Earnings per share:
  Income (loss) before extraordinary gain on early
     redemption of redeemable preferred stock and preferred
     stock dividends........................................       $.84         $.25        $(.62)
  Extraordinary gain........................................        .09           --           --
                                                              ---------    ---------    ---------
  NET INCOME (LOSS).........................................        .93          .25         (.62)
  Preferred stock dividends.................................        .03           --           --
                                                              ---------    ---------    ---------
  Earnings available to common shareholders.................       $.90         $.25        $(.62)
                                                              =========    =========    =========
Weighted average number of common and common equivalent
  shares outstanding........................................  5,250,094    5,345,937    5,504,039
                                                              =========    =========    =========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-5
<PAGE>   61
 
                        STANDARD MANAGEMENT CORPORATION
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                            ----------------------------------------------------------------
                                                      AMOUNTS                      NUMBER OF SHARES
                                            ----------------------------   ---------------------------------
                                             1996      1995       1994       1996        1995        1994
                                             ----      ----       ----       ----        ----        ----
<S>                                         <C>       <C>       <C>        <C>         <C>         <C>
Common Stock:
  Balance, beginning of year..............  $39,808   $39,695   $ 36,348   5,459,573   5,457,906   4,820,739
    Issuance of common stock..............      100        --         --      20,000          --          --
    5% common stock dividend..............      850        --         --     272,926          --          --
    Issuance of common stock warrants.....      285       107         --          --          --          --
    Repurchase of common stock warrants...     (600)       --         --          --          --          --
    Gain on reissuance of treasury stock
       in connection with purchase of
       Shelby Life........................       38        --         --          --          --          --
    Issuance of common stock in connection
       with exercise of stock options.....       --         6         --          --       1,667          --
    Issued in connection with the offshore
       offering at an average per share
       price of $5.85 in 1994 less $382 in
       1994 in related issuance costs.....       --        --      3,347          --          --     637,167
                                            -------   -------   --------   ---------   ---------   ---------
  Balance, end of year....................   40,481    39,808     39,695   5,752,499   5,459,573   5,457,906
                                            -------   -------   --------   ---------   ---------   ---------
Treasury stock (at cost):
  Balance, beginning of year..............   (2,621)   (2,221)      (867)   (502,025)   (418,425)   (102,000)
    Treasury stock acquired...............   (2,126)     (400)    (1,354)   (431,026)    (83,600)   (316,425)
    5% common stock dividend..............       --        --         --     (46,402)         --          --
    Reissuance of treasury stock in
       connection with exercise of stock
       options............................        6        --         --       1,224          --          --
    Reissuance of treasury stock in
       connection with purchase of Shelby
       Life...............................    1,213        --         --     250,000          --          --
                                            -------   -------   --------   ---------   ---------   ---------
  Balance, end of year....................   (3,528)   (2,621)    (2,221)   (728,229)   (502,025)   (418,425)
                                            -------   -------   --------   ---------   ---------   ---------
Unrealized gain (loss) on securities:
  Balance, beginning of year..............    2,582   (13,411)        (4)
    Change in unrealized gain (loss) on
       securities available for sale,
       net................................   (3,328)   15,993    (14,538)
    Cumulative effect of adoption of SFAS
       No. 115 as of January 1, 1994 (net
       of deferred federal income taxes of
       $583)..............................       --        --      1,131
                                            -------   -------   --------
  Balance, end of year....................     (746)    2,582    (13,411)
                                            -------   -------   --------
Foreign currency translation adjustments:
  Balance, beginning of year..............    1,159       546         --
    Translation adjustments for the
       year...............................     (468)      613        546
                                            -------   -------   --------
  Balance, end of year....................      691     1,159        546
                                            -------   -------   --------
Retained earnings (deficit):
  Balance, beginning of year..............     (686)   (1,999)     1,437
    Net income (loss).....................    4,767     1,313     (3,436)
    5% common stock dividend, plus cash in
       lieu of fractional shares..........     (850)       --         --
    Loss on reissuance of treasury
       stock..............................       (2)       --         --
    Preferred stock dividend..............     (208)       --         --
                                            -------   -------   --------
  Balance, end of year....................    3,021      (686)    (1,999)
                                            -------   -------   --------
Total shareholders' equity and common
  shares outstanding......................  $39,919   $40,242   $ 22,610   5,024,270   4,957,548   5,039,481
                                            =======   =======   ========   =========   =========   =========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-6
<PAGE>   62
 
                        STANDARD MANAGEMENT CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                1996        1995        1994
                                                                ----        ----        ----
<S>                                                           <C>         <C>         <C>
OPERATING ACTIVITIES
Net income (loss)...........................................  $   4,767   $   1,313   $  (3,436)
Adjustments to reconcile net income (loss) to net cash
  provided (used) by operating activities:
  Amortization of deferred policy acquisition costs.........      1,221       1,142         262
  Policy acquisition costs deferred.........................     (6,169)     (1,863)     (5,462)
  Class action litigation and settlement liability..........         --        (655)      3,655
  Deferred federal income taxes.............................        158         353         (80)
  Depreciation and amortization.............................        544          78         513
  Future policy benefits and reinsurance recoverable........      4,143       6,533       2,490
  Policy claims and other policyholders' benefits and
    funds...................................................        642        (260)        (33)
  Net realized investment gains.............................     (1,302)       (688)       (558)
  Accrued investment income.................................       (770)        347      (1,226)
  Extraordinary gain on early redemption of redeemable
    preferred stock.........................................       (502)         --          --
  Other.....................................................     (1,006)         31       1,097
                                                              ---------   ---------   ---------
      NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES......      1,726       6,331      (2,778)
FINANCING ACTIVITIES
Issuance of Common Stock, net...............................         --           6       3,347
Borrowings, net of debt issuance costs of $208 in 1996 and
  $81 and 1995..............................................     16,792       2,923          --
Repayments on long-term debt and capital lease obligation...       (491)       (353)         --
Short-term borrowings, net..................................         --        (550)        550
Premiums received on interest-sensitive annuities and other
  financial products credited to policyholder account
  balances, net of premiums ceded...........................     42,347      17,524      53,490
Return of policyholder account balances on
  interest-sensitive annuities and other financial products,
  net of premiums ceded.....................................    (17,356)    (17,852)    (10,922)
Redemption of redeemable preferred stock....................       (949)         --          --
Repurchase of Common Stock warrants.........................       (600)         --          --
Proceeds from common and treasury stock sales...............        100          --          --
Purchase of Common Stock for treasury.......................     (2,126)       (400)     (1,353)
                                                              ---------   ---------   ---------
      NET CASH PROVIDED BY FINANCING ACTIVITIES.............     37,717       1,298      45,112
INVESTING ACTIVITIES
Fixed maturity securities available for sale:
  Purchases.................................................   (249,638)   (183,183)   (307,358)
  Sales.....................................................    194,244     191,477     253,773
  Maturities................................................     10,254       7,812       3,768
Purchase of Shelby Life Insurance Company, less cash
  acquired of $32...........................................    (14,618)         --          --
Dividends paid by Shelby Life Insurance Company to former
  parent....................................................     (3,000)         --          --
Purchase of Dixie National Life Insurance Company, less cash
  acquired of $4,626........................................         --      (3,393)         --
Purchase of Standard Management International, less cash
  acquired of $314..........................................         --          --         (67)
Short-term investments, net.................................     11,890     (21,662)      2,104
Other investments, net......................................       (551)      4,082         763
Proceeds from sale of property and equipment under capital
  lease.....................................................         --       1,396          --
Proceeds from sale of First International Life Insurance
  Company, less cash transferred to seller of $265..........     11,327          --          --
                                                              ---------   ---------   ---------
      NET CASH USED BY INVESTING ACTIVITIES.................    (40,092)     (3,471)    (47,017)
                                                              ---------   ---------   ---------
Net increase (decrease) in cash.............................       (649)      4,158      (4,683)
Cash at beginning of year...................................      5,762       1,604       6,287
                                                              ---------   ---------   ---------
CASH AT END OF YEAR.........................................  $   5,113   $   5,762   $   1,604
                                                              =========   =========   =========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-7
<PAGE>   63
 
                        STANDARD MANAGEMENT CORPORATION
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                               DECEMBER 31, 1996
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization
 
     Standard Management Corporation ("SMC") is an international insurance
holding company, which directly and through its subsidiaries acquires and
manages in force life insurance and annuity business and distributes life
insurance and annuity products issued by its subsidiaries and a select group of
unaffiliated insurers.
 
     SMC's active subsidiaries at December 31, 1996 include: (i) Standard Life
Insurance Company of Indiana ("Standard Life") and its subsidiary, Dixie
National Life Insurance Company ("Dixie National Life"), (ii) Standard
Management International S.A. ("Standard Management International") and its
subsidiaries, Premier Life (Luxembourg) S.A. ("Premier Life (Luxembourg)") and
Premier Life (Bermuda) Ltd. ("Premier Life (Bermuda)"), and (iii) Standard
Marketing Corporation ("Standard Marketing").
 
Basis of Presentation
 
     The accompanying consolidated financial statements of SMC and its
subsidiaries (the "Company") have been prepared in conformity with generally
accepted accounting principles ("GAAP") and include the accounts of SMC and its
majority-owned subsidiaries since acquisition or organization. Subsidiaries that
are not majority-owned are reported on the equity method. All significant
intercompany balances and transactions have been eliminated.
 
     The fiscal year end for Standard Management International is September 30.
To facilitate reporting on the consolidated level, the fiscal year end for
Standard Management International was not changed and the consolidated balance
sheets and statements of operations for Standard Management International at
September 30, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, are included in the Company's consolidated balance sheets at
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996.
 
Use of Estimates
 
     The nature of the Company's insurance businesses requires management to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known, which
could impact the amounts reported and disclosed herein.
 
Investments
 
     The Company classifies its fixed maturity and equity securities as
available-for-sale and, accordingly such securities are carried at fair value.
Fixed maturity securities include bonds and redeemable preferred stocks. Changes
in fair values of securities available for sale, after adjustment for deferred
policy acquisition costs, present value of future profits and deferred income
taxes, are reported as unrealized gains or losses directly in shareholders'
equity and, accordingly, have no effect on net income. The deferred policy
acquisition costs and present value of future profits adjustments to the
unrealized gains or losses represent valuation adjustments or reinstatements of
these assets that would have been required as a charge or credit to operations
had such unrealized amounts been realized.
 
                                       F-8
<PAGE>   64
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     The cost of fixed maturity securities is adjusted for amortization of
premiums and discounts. The amortization is provided on a constant effective
yield method over the life of the securities and is included in net investment
income.
 
     Mortgage-backed and other collateralized securities, classified as fixed
maturity securities in the balance sheet, are comprised principally of
obligations backed by an agency of the United States government (although
generally not by the full faith and credit of the United States government). The
Company has reduced the risk normally associated with these investments by
primarily investing in highly rated securities and in those that provide more
predictable prepayment patterns. The income from these securities is recognized
using a constant effective yield based on anticipated prepayments and the
estimated economic life of the securities. When actual prepayments differ
significantly from anticipated prepayments, the income recognized is adjusted
currently to match that which would have been recorded had the effective yield
been applied since the acquisition of the security. This adjustment is included
in net investment income.
 
     Mortgage loans on real estate and policy loans are carried at unpaid
principal balances and are generally collateralized. Real estate investments,
which the Company has the intent to hold for the production of income, are
carried at cost, less accumulated depreciation. Short-term investments are
carried at amortized cost.
 
Net Realized Investment Gains or Losses
 
     Net realized investment gains and losses are calculated using the specific
identification method and included in the consolidated statements of operations.
If the values of investments decline below their amortized cost and this decline
is considered to be other than temporary, the amortized cost of these
investments is reduced to net realizable value and the reduction is recorded as
a realized loss.
 
Future Policy Benefits
 
     Liabilities for future policy benefits for deferred annuities and universal
life policies are equal to full account value that accrues to the policyholder
(cumulative premiums less certain charges, plus interest credited with rates
ranging from 4.5% to 9% in 1996 and 4% to 9.75% in 1995). The average credited
rate for deferred annuities and universal life policies is 5.35% at December 31,
1996. Liabilities for future policy benefits for immediate annuities are based
on the 1983 Basic Annuity Mortality Table with interest rates ranging from 6.5%
to 7.5%. Group annuities in payout status are recorded at discounted future cash
flows with interest rates ranging from 5.5% to 6.15% in 1996 and 5.5% to 6.5% in
1995.
 
     Future policy benefits for traditional life insurance contracts are
computed using the net level premium method on the basis of assumed investment
yields, mortality and withdrawals which were appropriate at the time the
policies were issued. Assumed investment yields are based on interest rates
ranging from 6.5% to 7.5%. Mortality is based upon various actuarial tables,
principally the 1965-1970 Select and Ultimate Table. Withdrawals are based upon
Company experience and range from 5% to 20% per year.
 
Recognition of Insurance Policy Revenue and Related Benefits and Expenses
 
     Revenue for interest-sensitive annuity contracts consists of policy charges
for surrenders and investment income earned. Premiums received for these annuity
contracts are reflected as premium deposits and are not recorded as revenues.
Expenses related to these annuities include interest credited to policyholder
account balances. Revenue for universal life insurance policies consists of
policy charges for the cost of insurance, policy administration charges,
surrender charges and investment income earned during the period. Expenses
related to universal life policies include interest credited to policyholder
account balances and death benefits incurred during the period in excess of
policyholder account balances.
 
                                       F-9
<PAGE>   65
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     Traditional life insurance and immediate annuity premiums are recognized as
premium revenue when due over the premium paying period of the policies.
Benefits are charged to expense in the period when claims are incurred and are
associated with related premiums through changes in reserves for future policy
benefits which results in the recognition of profit over the premium paying
period of the policies.
 
Reinsurance
 
     Premiums, annuity policy charges, benefits and claims, interest credited
and amortization expense are reported net of reinsurance ceded. Reinsurance
premiums, annuity policy charges, benefits and claims, interest credited and
amortization expense are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts.
 
Assets Held in Separate Accounts/Liabilities Related to Separate Accounts
 
     Separate account assets and liabilities are maintained primarily for
universal-life contracts written by Standard Management International of which
the majority represent unit-linked business where benefits on surrender and
maturity are not guaranteed; also there are investment contracts under which
fixed benefits are paid to the policyholder and the terms of which are such that
there is little or no mortality risk. Separate account assets and liabilities
also generally represent funds maintained in accounts to meet specific
investment objectives of policyholders who bear the investment risk. Investment
income and investment gains and losses accrue directly to such policyholders.
The assets of each account are segregated and are not subject to claims that
arise out of any other business of the Company. Deposits, net investment income
and realized gains and losses on separate accounts assets are not reflected in
the consolidated statements of operations. Management fees received by Standard
Management International for administrative and policyholder maintenance
services performed for these separate accounts are included in management fees
and similar income from separate accounts in the consolidated statements of
operations.
 
Foreign Currency Translation
 
     The Company's foreign subsidiaries' balance sheets and statements of
operations are translated at the year end exchange rates and average exchange
rates for the year, respectively. The resulting unrealized gain or loss
adjustment from the translation to U.S. dollars is recorded in the foreign
currency translation adjustment as a separate component of shareholders' equity.
Other translation adjustments for foreign exchange gains or losses have been
reflected in the consolidated statements of operations. Foreign exchange gains
or losses relating to policyholders' funds in separate accounts are allocated to
the relevant separate account.
 
Income Taxes
 
     Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period in which the change is
enacted.
 
     Standard Life and Dixie National Life file separate federal income tax
returns and are taxed as separate life insurance companies. SMC, Standard
Marketing and other U.S. non-insurance subsidiaries are taxed as regular
corporations and file a consolidated return. SMC and its U.S. non-insurance
subsidiaries were able to consolidate with Standard Life for income tax purposes
beginning in 1996, but do not currently plan to do so.
 
                                      F-10
<PAGE>   66
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     Standard Management International is incorporated as a holding company in
the Grand Duchy of Luxembourg and, accordingly, is not currently subject to
taxation on income or capital gains. Standard Management International is
subject to an annual capital tax which is calculated on the nominal value of the
statutory shareholder's equity at an annual rate of .20%. Premier Life
(Luxembourg) is a normal commercial taxable company and is subject to income tax
at regular corporate rates (statutory corporate rate of 39.39%), and annual
capital taxes amounting to approximately 1% of its net equity. Premier Life
(Bermuda) is exempt from taxation on income until March 2016 pursuant to a
decree from the Minister of Finance in Bermuda. To the extent that such income
is taxable under U.S. law, such income will be included in SMC's consolidated
return.
 
Present Value of Future Profits
 
     Present value of future profits is recorded in connection with acquisitions
of insurance companies or a block of policies. The initial value is based on the
actuarially determined present value of the projected future gross profits from
the in-force business acquired. In selecting the interest rate to calculate the
discounted present value of the projected future gross profits, the Company uses
the risk rate of return believed to best reflect the characteristics of the
purchased policies, taking into account the relative risks of such policies, the
cost of funds to acquire the business and other factors. The value of insurance
in force purchased is amortized on a constant yield basis over the estimated
life of the insurance in force at the date of acquisition in proportion to the
emergence of profits over a period of approximately 20 years. For acquisitions
the Company made on or before November 19, 1992, the Company amortizes the asset
with interest at the same discount rate used to determine the present value of
future profits at date of purchase. For acquisitions after November 19, 1992,
including the acquisitions of Dixie National Life and Shelby Life, the Company
amortizes the asset using the interest rate credited to the underlying policies.
 
Deferred Policy Acquisition Costs
 
     Costs relating to the acquisition of universal life insurance,
interest-sensitive annuities, and traditional life insurance (primarily
commissions and certain costs of marketing, policy issuance and underwriting)
which vary with and are directly related to the production of new business are
deferred and included in the deferred policy acquisition cost asset to the
extent that such costs are recoverable from future related policy revenues. For
interest-sensitive annuities and other financial products, deferred policy
acquisition costs, with interest, are amortized over the lives of the policies
and products in a constant relationship to the present value of estimated future
gross profits, discounted using the interest rate credited to the policy.
Traditional life insurance deferred policy acquisition costs are being amortized
over the premium-paying period of the related policies using assumptions
consistent with those used in computing policy benefit reserves.
 
     The Company periodically reviews the carrying value of the deferred policy
acquisition costs. For interest-sensitive annuities and other financial
products, the Company considers estimated future gross profits in determining
whether the carrying value is appropriate; for other insurance products, the
Company considers estimated future premiums. In all cases, the Company considers
expected mortality, interest earned and crediting rates, persistency and
expenses. Amortization is adjusted retrospectively for interest-sensitive
annuities and other financial products when estimates of future gross profits to
be realized are revised.
 
Excess of Acquisition Cost Over Net Assets Acquired
 
     The excess of the cost to acquire purchased companies over the fair value
of net assets acquired is being amortized on a straight-line basis over periods
that generally correspond with the benefits expected to be derived from the
acquisitions, usually 20 to 40 years. The Company continually monitors the value
of excess of
 
                                      F-11
<PAGE>   67
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
acquisition cost over net assets acquired ("goodwill") based on estimates of
future earnings. If it determines that goodwill has been impaired, the carrying
value is reduced with a corresponding charge to expense.
 
Excess of Net Assets Acquired Over Acquisition Cost
 
     The excess of the net assets acquired over the cost to acquire purchased
companies ("negative goodwill"), after reducing the basis in property and
equipment and other noncurrent assets to zero, is being amortized into earnings
on a straight-line basis over a five year period.
 
Stock Options
 
     The Company recognizes compensation expense for its stock option plan using
the intrinsic value method of accounting. Under the terms of the intrinsic value
method, compensation cost is the excess, if any, of the quoted market price of
the stock at the grant date, or other measurement date, over the amount an
employee must pay to acquire the stock. Under the Company's stock option plans,
no expense is recognized since the exercise price equals or exceeds the market
price at the measurement date.
 
Earnings Per Share
 
     Earnings per share is computed by dividing earnings available to common
shareholders by the weighted average number of common and common equivalent
shares outstanding for the applicable period. The weighted average number of
common equivalent shares outstanding is determined by calculating the number of
shares issuable on exercise of common stock options and warrants, reduced by the
number of shares assumed to have been repurchased (at the average market price
per share of Common Stock) with the proceeds from their exercise; these shares
are then added to the number of average common shares outstanding during the
period.
 
Reclassifications
 
     Certain amounts in the 1995 and 1994 consolidated financial statements and
notes have been reclassified to conform with the 1996 presentation. These
reclassifications had no effect on previously reported shareholders' equity or
net income during the periods involved.
 
2. CHANGES IN ACCOUNTING PRINCIPLES
 
     In May 1993, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 115 ("SFAS No. 115"),
"Accounting for Certain Investments in Debt and Equity Securities." The Company
adopted the provisions of SFAS No. 115 as of January 1, 1994. Under SFAS No.
115, securities are classified as available for sale, held-to-maturity, or
trading. The Company recognizes that there may be circumstances where it may be
appropriate to sell a security prior to maturity in response to unforeseen
changes in circumstances. The Company classified all of its fixed maturity
portfolio as of January 1, 1994 as available for sale. Securities classified as
available for sale are carried at fair value and unrealized gains and losses on
such securities are reported as a separate component of shareholders' equity.
 
     With the adoption of SFAS No. 115, the January 1, 1994 balance of
shareholders' equity was increased by $1,131 (net of deferred taxes of $583 that
would have been recorded if such securities had been sold at their fair value on
January 1, 1994) to reflect the net unrealized gains on securities classified as
available for sale that were previously carried at lower of amortized cost or
market.
 
                                      F-12
<PAGE>   68
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. ACQUISITIONS AND DISPOSALS
 
     On November 8, 1996, Standard Life acquired through merger Shelby Life
Insurance Company ("Shelby Life") from Delta Life and Annuity Corporation
("DLAC"), a life insurance company located in Memphis, Tennessee (the "Shelby
Merger"). The purchase price was approximately $14,650, including $13,000 in
cash, 250,000 shares of restricted Common Stock (valued at $1,250) and
acquisition costs of $400 associated with the purchase of Shelby Life. Financing
for the Shelby Merger was provided by senior debt of $10,000 and $4,000 in
subordinated convertible debt.
 
     The acquisition of Shelby Life was accounted for using the purchase method
of accounting and the consolidated financial statements will include the results
of Shelby Life from November 1, 1996, the effective date of acquisition. Under
purchase accounting, Standard Life allocated the total purchase price of Shelby
Life to the assets and liabilities acquired, based on a preliminary
determination of their fair values and recorded the excess of acquisition cost
over net assets acquired as goodwill. Standard Life recorded goodwill of $9
which will be amortized on a straight-line basis over 20 years. Standard Life
may adjust this allocation when a final determination of such values is made.
 
     On October 2, 1995, Standard Life completed its acquisition of 99.3% of
Dixie National Life from Dixie National Corporation ("DNC"), a life insurance
holding company located in Jackson, Mississippi. Dixie National Life markets a
variety of life insurance products throughout the Mid-South offering primarily
"burial expense" policies. The purchase price was $8,019, including costs
associated with acquiring Dixie National Life of $684, the forgiveness of a
$3,689 DNC note payable to Standard Life and a $1,720 repayment of a DNC note
payable. The remaining purchase price of $1,926 was paid in cash from internally
generated funds.
 
     The acquisition was accounted for using the purchase method of accounting
and the consolidated financial statements include the results of Dixie National
Life from the date of acquisition. Under purchase accounting, Standard Life
allocated the total purchase price of Dixie National Life to the assets and
liabilities acquired, based on a determination of their fair values. Standard
Life recorded goodwill of $1,589 which will be amortized on a straight-line
basis over 40 years.
 
                                      F-13
<PAGE>   69
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. ACQUISITIONS AND DISPOSALS (CONTINUED)
     The following schedule summarizes the assets acquired and the liabilities
assumed with the Shelby Life and Dixie National Life acquisitions described
above:
 
<TABLE>
<CAPTION>
                                                                           DIXIE
                                                               SHELBY     NATIONAL
                                                                LIFE        LIFE
                                                               ------     --------
<S>                                                           <C>         <C>
Assets acquired:
  Fixed maturity securities...............................    $ 93,376    $17,804
  Policy loans............................................       2,430      3,042
  Guaranteed government student loans.....................          --      5,158
  Short term investments..................................       4,725        567
  Cash....................................................          32      4,626
  Present value of future profits.........................       9,372      7,901
  Other assets............................................       2,880      1,599
                                                              --------    -------
Total assets acquired.....................................     112,815     40,697
Liabilities assumed:
  Policy reserves.........................................      91,221     30,981
  Policy claims and policyholder funds....................       1,101      2,030
  Deferred federal income taxes...........................       1,750        450
  Other liabilities.......................................       1,102        761
  Dividends payable to DLAC...............................       3,000         --
  Minority interest.......................................          --         45
                                                              --------    -------
Total liabilities assumed.................................      98,174     34,267
                                                              --------    -------
Net assets acquired.......................................      14,641      6,430
Excess of acquisition cost over net assets acquired.......           9      1,589
                                                              --------    -------
Total purchase price......................................    $ 14,650    $ 8,019
                                                              ========    =======
</TABLE>
 
     The following are supplemental unaudited pro forma consolidated results of
operations of the Company as if the acquisitions for Shelby Life and Dixie
National Life had occurred at the beginning of the period presented at the same
purchase price, based on estimates and assumptions considered appropriate.
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                               ------------------
                                                                1996       1995
                                                                ----       ----
<S>                                                            <C>        <C>
Revenues...................................................    $49,344    $45,097
Income (loss) before extraordinary gain....................      4,695        (90)
Net income (loss)..........................................      5,197        (61)
Income (loss) per common share and common equivalent share
  before extraordinary gain................................        .85       (.01)
Net income (loss) per common share.........................    $   .94    $  (.01)
</TABLE>
 
     The above amounts are based upon certain assumptions and estimates which
the Company believes are reasonable and do not reflect any benefit from savings
which might be achieved from combined operations. The unaudited pro forma
results do not necessarily represent results which would have occurred if the
acquisitions had taken place on the basis assumed above, nor are they indicative
of the results of future combined operations.
 
     On March 18, 1996, Standard Life completed the sale of a duplicate charter
associated with First International Life Insurance Company ("First
International") to The Guardian Insurance and Annuity
 
                                      F-14
<PAGE>   70
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. ACQUISITIONS AND DISPOSALS (CONTINUED)
Company, Inc. ("GIAC"), a subsidiary of The Guardian Group, New York, NY.
Standard Life received proceeds of approximately $10,393, including $1,500 for
the charter and licenses associated with First International. Standard Life
realized a net pretax gain of $1,042 and a tax benefit of $1,420 on this sale,
or $2,462 ($.47 per share). In addition, First International, Standard Life and
GIAC have entered into a series of reinsurance and other agreements that include
provisions for Standard Life to administer First International policies in force
at the date of sale, and for Standard Life to continue to receive the profit
stream from the majority of First International's in force business at the date
of sale (See Note 10).
 
     SMC decided in February 1996 to terminate the reinsurance agreement between
Standard Reinsurance of North America Ltd. ("Standard Reinsurance") and
Salamandra Joint-Stock Insurance Company in Ukraine ("Salamandra"), and to not
renew the Barbados license of Standard Reinsurance. This resulted in the
termination of Standard Reinsurance operations and the write-off of SMC's
investment in Standard Reinsurance and certain intangible assets of Standard
Reinsurance amounting to $156 ($.03 per share).
 
4. INVESTMENTS
 
     The amortized cost, gross unrealized gain (loss) and estimated fair value
of securities available for sale are as follows:
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996
                                                      ----------------------------------------------
                                                                    GROSS        GROSS
                                                      AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                                        COST         GAIN         LOSS       VALUE
                                                      ---------   ----------   ----------    -----
<S>                                                   <C>         <C>          <C>          <C>
Securities available for sale:
  Fixed maturity securities:
     United States Treasury securities and
       obligations of United States government
       agencies.....................................  $ 20,753      $   51       $  420     $ 20,384
     Obligations of states and political
       subdivisions.................................     3,588         106           --        3,694
     Foreign government securities..................    10,042          51          166        9,927
     Utilities......................................    31,000         295          675       30,620
     Corporate bonds................................   210,977       3,086        3,539      210,524
     Mortgaged-backed securities....................    72,264         247          919       71,592
     Redeemable preferred stock.....................       527          42           --          569
                                                      --------      ------       ------     --------
          Total fixed maturity securities...........   349,151       3,878        5,719      347,310
  Equity securities.................................        58           4           --           62
                                                      --------      ------       ------     --------
     Total securities available for sale............  $349,209      $3,882       $5,719     $347,372
                                                      ========      ======       ======     ========
</TABLE>
 
                                      F-15
<PAGE>   71
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4. INVESTMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1995
                                                      ----------------------------------------------
                                                                    GROSS        GROSS
                                                      AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                                        COST         GAIN         LOSS       VALUE
                                                      ---------   ----------   ----------    -----
<S>                                                   <C>         <C>          <C>          <C>
Securities available for sale:
  Fixed maturity securities:
     United States Treasury securities and
       obligations of United States government
       agencies.....................................  $ 19,331      $  452       $   19     $ 19,764
     Obligations of states and political
       subdivisions.................................        60          --           --           60
     Foreign government securities..................     5,056         118            3        5,171
     Utilities......................................    23,916         462          186       24,192
     Corporate bonds................................   132,119       7,281        1,657      137,743
     Mortgaged-backed securities....................    45,161         417          416       45,162
                                                      --------      ------       ------     --------
          Total fixed maturity securities...........   225,643       8,730        2,281      232,092
  Equity securities.................................        52          --           --           52
                                                      --------      ------       ------     --------
     Total securities available for sale............  $225,695      $8,730       $2,281     $232,144
                                                      ========      ======       ======     ========
</TABLE>
 
     The estimated fair values for fixed maturity securities are based on quoted
market prices, where available. For fixed maturity securities not actively
traded, fair values are estimated using values obtained from independent pricing
services, or by discounting expected future cash flows using a current market
rate applicable to the coupon rate, credit, and maturity of the investments.
 
     The change in net unrealized gains (losses) of securities available for
sale before effects of deferred acquisition costs, present value of future
profits and deferred federal income taxes are as follows:
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                                    ----------------------------
                                                     1996      1995       1994
                                                     ----      ----       ----
<S>                                                 <C>       <C>       <C>
Fixed maturity securities.........................  $(8,290)  $27,142   $(22,407)
Equity securities.................................        4   --.....         --
                                                    -------   -------   --------
                                                    $(8,286)  $27,142   $(22,407)
                                                    =======   =======   ========
</TABLE>
 
     The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1996 by contractual maturity are shown below. Actual maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties and
because most mortgage-backed securities provide for periodic payments throughout
their lives.
 
<TABLE>
<CAPTION>
                                                           AMORTIZED     FAIR
                                                             COST       VALUE
                                                           ---------    -----
<S>                                                        <C>         <C>
Due in one year or less..................................  $  7,418    $  7,435
Due after one year through five years....................    24,818      24,970
Due after five years through ten years...................   123,503     123,075
Due after ten years......................................   120,621     119,669
                                                           --------    --------
     Subtotal............................................   276,360     275,149
Redeemable preferred stock...............................       527         569
Mortgage-backed securities...............................    72,264      71,592
                                                           --------    --------
     Total fixed maturity securities.....................  $349,151    $347,310
                                                           ========    ========
</TABLE>
 
                                      F-16
<PAGE>   72
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4. INVESTMENTS (CONTINUED)
     The Company maintains a highly-diversified investment portfolio with
limited concentration of financial instruments in any given region, industry or
economic characteristic. Investments in any entity in excess of 10% of
shareholders' equity at December 31, 1996, other than asset-backed securities
and investments issued or guaranteed by the U.S. government or a U.S. government
agency, all of which were classified as fixed maturity securities available for
sale and are investment-grade securities, were as follows:
 
<TABLE>
<CAPTION>
                                                              AMORTIZED    FAIR
                         INVESTMENT                             COST      VALUE
                         ----------                           ---------   -----
<S>                                                           <C>         <C>
Republic of Indonesia.......................................   $5,676     $5,566
AMERCO......................................................    5,080      5,161
Eastern Energy Limited......................................    4,974      4,932
Delta Airlines..............................................    4,590      4,767
Torchmark Corporation.......................................    4,362      4,259
</TABLE>
 
     Net investment income was attributable to the following:
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                     ---------------------------
                                                      1996      1995      1994
                                                      ----      ----      ----
<S>                                                  <C>       <C>       <C>
Fixed maturity securities..........................  $19,865   $17,457   $15,350
Mortgage loans on real estate......................      309       152       121
Policy loans.......................................      447       305       331
Real estate........................................       65       120       290
Short-term investments and other...................      602       990       801
                                                     -------   -------   -------
     Gross investment income.......................   21,288    19,024    16,893
Investment expenses................................      417       507       836
                                                     -------   -------   -------
     Net investment income.........................  $20,871   $18,517   $16,057
                                                     =======   =======   =======
</TABLE>
 
     The Company had no investments in fixed maturity securities available for
sale, mortgage loans or real estate that were non-income producing for the year
ended December 31, 1996.
 
     Net realized investment gains arose from the following:
 
<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                                        ------------------------
                                                         1996     1995     1994
                                                         ----     ----     ----
<S>                                                     <C>      <C>      <C>
Fixed maturity securities available for sale:
  Gross realized gains................................  $2,012   $2,115   $1,933
  Gross realized losses...............................     911    1,662    1,240
                                                        ------   ------   ------
     Net..............................................   1,101      453      693
Real estate...........................................      --      124     (504)
Other.................................................     201      111      204
Change in allowance for losses........................      --       --      165
                                                        ------   ------   ------
     Net realized investment gains....................  $1,302   $  688   $  558
                                                        ======   ======   ======
</TABLE>
 
     Life insurance companies are required to maintain certain amounts of assets
with state or other regulatory authorities. At December 31, 1996 fixed maturity
securities carried at $15,326 and short-term investments carried at $691 were
held on deposit by various state regulatory authorities in compliance with
statutory regulations. Additionally, fixed maturity securities carried at $2,539
and short-term investments carried at $5,211 of Standard Management
International were held by a custodian bank approved by the Luxembourg
regulatory authorities to comply with local insurance laws.
 
                                      F-17
<PAGE>   73
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5. DEFERRED POLICY ACQUISITION COSTS AND PRESENT VALUE OF FUTURE PROFITS
 
     The activity related to the deferred policy acquisition costs of business
produced is summarized as follows:
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                     ---------------------------
                                                      1996      1995      1994
                                                      ----      ----      ----
<S>                                                  <C>       <C>       <C>
Balance at beginning of year.......................  $10,054   $12,206   $ 6,513
  Deferrals during the year........................    6,169     1,863     5,462
  Amortization during the year.....................   (1,221)   (1,142)     (262)
  Adjustment relating to net unrealized (gain) loss
     on fixed maturity securities available for
     sale..........................................    3,076    (2,873)      493
                                                     -------   -------   -------
Balance at end of year.............................  $18,078   $10,054   $12,206
                                                     =======   =======   =======
</TABLE>
 
     The activity related to the present value of future profits of the business
acquired for the Company is summarized as follows:
 
<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                       -----------------------------
                                                        1996       1995       1994
                                                        ----       ----       ----
<S>                                                    <C>        <C>        <C>
Balance at beginning of year.......................    $15,246    $ 8,299    $ 9,144
  Additions during the year from acquisitions......     10,348      7,901         --
  Deletions during the year from disposal of
     subsidiaries..................................       (733)        --         --
  Interest accreted on unamortized balance.........      2,563      1,566      1,461
  Amortization during the year.....................     (3,812)    (2,346)    (2,306)
  Adjustments relating to net unrealized (gain)
     loss on fixed maturities available for sale...        194       (174)        --
                                                       -------    -------    -------
Balance at end of year.............................    $23,806    $15,246    $ 8,299
                                                       =======    =======    =======
</TABLE>
 
     The percentages of future expected net amortization of the beginning
balance of the present value of future profits before the effect of net
unrealized gains and losses, based on the present value of future profits at
December 31, 1996 and current assumptions as to future events on all policies in
force, will be between 6% and 8% in each of the years 1997 through 2001.
 
     The discount rate used to calculate the present value of future profits
reflected in the Company's consolidated balance sheet at December 31, 1996,
ranged from 7.5% to 18%. The Company used a 15% discount rate to calculate the
present value of future profits on the Shelby Life and Dixie National Life
acquisitions.
 
6. NOTES PAYABLE
 
     SMC has outstanding borrowings at December 31, 1996 pursuant to an Amended
Revolving Line of Credit Agreement with a bank (the "Amended Credit Agreement")
that provides for it to borrow up to $16,000 in the form of a seven-year
reducing revolving loan arrangement. SMC has agreed to pay a non-use fee of .50%
per annum on the unused portion of the commitment. In connection with the
original and Amended Credit Agreement, SMC issued warrants to the bank to
purchase 61,500 shares of Common Stock. Borrowings under the Amended Credit
Agreement may be used for contributions to surplus of insurance subsidiaries,
acquisition financing, and repurchases of Class S Cumulative Convertible
Redeemable Preferred Stock ("Class S Preferred Stock") and Common Stock. The
debt is secured by a Pledge Agreement of all of the issued and outstanding
shares of common stock of Standard Life and Standard Marketing. Interest on the
borrowings under the Amended Credit Agreement is determined, at the option of
SMC, to be: (i) a
 
                                      F-18
<PAGE>   74
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6. NOTES PAYABLE (CONTINUED)
fluctuating rate of interest to the corporate base rate announced by the bank
from time to time plus 1% per annum, or (ii) a rate at LIBOR plus 3.25%. Annual
principal repayments of $2,667 begin in November 1998 and conclude in November
2003. Indebtedness incurred under the Amended Credit Agreement is subject to
certain restrictions and covenants including, among other things, certain
minimum financial ratios, minimum consolidated equity requirements for SMC,
positive net income, minimum statutory surplus requirements for the Company's
insurance subsidiaries and certain limitations on acquisitions, additional
indebtedness, investments, mergers, consolidations and sales of assets. At
December 31, 1996, SMC had borrowed $16,000 under this Amended Credit Agreement
at a weighted average interest rate of 8.849%.
 
     In connection with the acquisition of Shelby Life, SMC borrowed $4,000 from
an insurance company pursuant to a subordinated convertible debt agreement which
is due in December 2003 and requires interest payments in cash at 12% per annum,
or, if SMC chooses, in non-cash additional subordinated convertible debt notes
at 14% per annum until December 31, 2000. The subordinated convertible notes are
convertible into Common Stock at the rate of $6.00 per share through November
1997, and $5.75 per share thereafter. SMC may prepay the subordinated
convertible debt with not less than thirty days notice at any time. The
subordinated convertible debt agreement contains terms and financial covenants
substantially similar to those in the Amended Credit Agreement.
 
     Standard Management International has an unused line of credit of $1,583
which was renewed in February 1997. There were no borrowings in connection with
this line of credit in 1996.
 
     Interest expense during 1996, 1995 and 1994 was $773, $116 and $47,
respectively. Cash paid for interest was $356, $100 and $105 in 1996, 1995 and
1994, respectively.
 
7. INCOME TAXES
 
     The components of the federal income tax expense (credit), applicable to
earnings before extraordinary gains, was as follows:
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                                       ----------------------------
                                                       1996        1995        1994
                                                       ----        ----        ----
<S>                                                    <C>         <C>         <C>
Current tax provision (benefit)....................    $(888)      $(110)      $  2
Deferred tax provision (benefit)...................      158         353        (80)
                                                       -----       -----       ----
                                                       $(730)      $ 243       $(78)
                                                       =====       =====       ====
</TABLE>
 
                                      F-19
<PAGE>   75
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. INCOME TAXES (CONTINUED)
     The effective tax rate on pre-tax income before extraordinary gain is lower
than the statutory corporate federal income tax rate as follows:
 
<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                                       -------------------------------
                                                        1996        1995        1994
                                                        ----        ----        ----
<S>                                                    <C>          <C>        <C>
Federal income tax statutory rate..................         34%        34%          34%
                                                       =======      =====      =======
Federal income tax expense (credit) at statutory
  rates............................................    $ 1,202      $ 529      $(1,195)
Amortization of excess of acquisition cost over net
  assets acquired..................................         41         37           33
Small insurance company deduction..................         --       (128)        (290)
Non recognition of losses in SMC consolidated
  return and in foreign subsidiaries...............        543        372          290
Class action litigation and settlement costs.......         --       (107)       1,366
Amortization of excess of net assets acquired over
  acquisition cost.................................       (472)      (472)        (361)
Tax benefit from disposal of subsidiary............     (1,420)        --           --
Release of reserve for tax adjustments.............       (325)        --           --
Other items, net...................................       (299)        12           79
                                                       -------      -----      -------
  Federal income tax expense (credit)..............    $  (730)     $ 243      $   (78)
                                                       =======      =====      =======
  Effective tax rate...............................        (21)%       16%           2%
                                                       =======      =====      =======
</TABLE>
 
     The Company recovered $130, $280 and $684 in federal income taxes in 1996,
1995 and 1994, respectively and paid federal income taxes of $900 in 1996.
 
     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for tax return purposes. Significant temporary
differences included in the Company's deferred tax assets (liabilities) are as
follows:
 
<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              --------------------
                                                               1996         1995
                                                               ----         ----
<S>                                                           <C>          <C>
Deferred income tax assets:
  Unrealized loss on securities available for sale........    $   355      $    --
  Future policy benefits..................................      8,267        6,902
  Capital and net operating loss carryforwards............      7,719        7,230
  Other-net...............................................      1,385          864
                                                              -------      -------
     Gross deferred tax assets............................     17,726       14,996
  Valuation allowance for deferred tax assets.............     (8,750)      (8,680)
                                                              -------      -------
     Deferred income tax assets, net of valuation
       allowance..........................................      8,976        6,316
Deferred income tax liabilities:
  Unrealized gain on securities available for sale........         --       (1,961)
  Present value of future profits.........................     (8,093)      (5,184)
  Deferred policy acquisition costs.......................     (4,089)      (1,754)
                                                              -------      -------
     Total deferred income tax liabilities................    (12,182)      (8,899)
                                                              -------      -------
  Net deferred income tax assets (liabilities)............    $(3,206)     $(2,583)
                                                              =======      =======
</TABLE>
 
     The Company is required to establish a "valuation allowance" for any
portion of its deferred tax assets which are unlikely to be realized. The
valuation allowance for deferred tax assets includes $2,308 at
 
                                      F-20
<PAGE>   76
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. INCOME TAXES (CONTINUED)
December 31, 1996 with respect to corporate income tax loss carryforwards of
Standard Management International which, if recognized in the future, will
result in an addition to negative goodwill and be amortized into income over its
remaining life. The valuation allowance for deferred tax assets includes $2,745
at December 31, 1996 with respect to deferred tax assets at the date of
acquisition and net tax operating loss carryforwards of Dixie National Life and
Shelby Life which, if recognized in the future, will result in a reduction in
goodwill and be amortized into income over its remaining life by reducing
goodwill amortization expense.
 
     As of December 31, 1996, SMC and its noninsurance subsidiaries had
consolidated net operating loss carryforwards of approximately $8,600 for tax
return purposes which expire from 2005 through 2011. At December 31, 1996,
Standard Life had tax return net operating loss carryforwards of approximately
$1,400 which expire in 2004 and 2005. As a result of changes in ownership of SMC
and Standard Life, use of the loss carryforwards of Standard Life are subject to
annual limitations. The maximum tax return operating loss carryforwards
available for use by Standard Life in any one year are approximately $300. At
December 31, 1996, Dixie National Life had tax return net operating loss
carryforwards of approximately $5,800 which expire in 2010 and 2011. These
carryforwards will only be available to reduce the respective taxable income of
SMC, Standard Life and Dixie National Life. At December 31, 1996, Premier Life
(Luxembourg) had accumulated corporate income tax loss carryforwards of
approximately $5,900, all of which may be carried forward indefinitely.
 
     The Internal Revenue Service has completed its examination of the Company
for years through 1993 in 1996. All adjustments to taxable income determined by
completed examinations, which were not material, have reduced the net operating
loss carryforwards. Upon completion of the examination, a tax reserve for
adjustments of $325 was released and recorded in income in 1996.
 
8. SHAREHOLDERS' EQUITY
 
Redeemable Preferred Stock
 
     Shareholders have authorized 1,000,000 shares of Preferred Stock. Other
terms, including preferences, voting and conversion rights, may be established
by the Board of Directors. In connection with the class action lawsuit
settlement in March 1995, 300,000 of these shares designated as Class S
Preferred Stock, $10.00 per share par value, were issued February 8, 1996. The
Class S Preferred Stock is redeemable in February 2003, has an 11% annual
cumulative dividend payable in February 2003, and is convertible into SMC Common
Stock at $7.62 per share until February 1998 and $10.00 per share thereafter,
subject to adjustment under a formula intended to protect against dilution.
 
     SMC may voluntarily redeem the Class S Preferred Stock prior to February
2003 at par value plus accumulated and unpaid dividends. In February 1996, SMC
instituted a program to repurchase from time to time up to 300,000 shares of its
Class S Preferred Stock in the open market or privately negotiated transactions.
As of December 31, 1996, SMC had repurchased and retired 140,111 shares of its
Class S Preferred Stock for $949, primarily paid through additional borrowings
under the Amended Credit Agreement. This repurchase resulted in an extraordinary
gain on early redemption of redeemable preferred stock of $502 for the year
ended December 31, 1996.
 
Common Stock
 
     SMC declared a 5% stock dividend on shares of its Common Stock for
shareholders of record on May 17, 1996 which was distributed on June 21, 1996.
All applicable number of shares and per share amounts included in the
accompanying consolidated financial statements and notes have been retroactively
adjusted to reflect this stock dividend for all periods presented.
 
                                      F-21
<PAGE>   77
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8. SHAREHOLDERS' EQUITY (CONTINUED)
     The Company commenced an offshore offering of newly issued Common Stock
exclusively to foreign investors in December 1993. During December 1993 and
January 1994 the Company sold 1,666,667 shares of common stock at an average
offering price of $5.87 per share. Certain costs amounting to $852 and related
to the offering, including legal and underwriting fees, have been charged to
common stock and deducted from the proceeds of the offering. The Company
received total consideration of $9,783 from the offering, of which 637,167
shares with net proceeds of $3,347 were received during January 1994. A portion
of the proceeds was used to complete the acquisition of Standard Management
International, with the additional proceeds used to infuse capital into Standard
Life and provide working capital to SMC.
 
     The Company has a stock repurchase program and repurchases its Common Stock
from time to time for the purpose of enhancing shareholder value. The Company
repurchased 431,026, 83,600 and 316,425, shares of Common Stock for $2,126, $400
and $1,354 in 1996, 1995 and 1994, respectively. At December 31, 1996, the
Company is authorized to purchase an additional 771,771 shares under this
program. The Company implemented a policy to issue shares for the exercise of
stock options from treasury stock. The Company reissued 1,224 shares at a cost
of $6 in 1996 under this program.
 
     The following table represents the Company's warrants outstanding to
purchase Common Stock as of December 31, 1996:
 
<TABLE>
<CAPTION>
                  ISSUE DATE                      EXPIRATION DATE    EXERCISE PRICE    WARRANTS OUTSTANDING
                  ----------                      ---------------    --------------    --------------------
<S>                                               <C>                <C>               <C>
June 1989.....................................    December 1999         $3.5216              236,858
July 1992.....................................    June 1998              3.5296              175,800
January 1994..................................    January 1998           7.8571               42,000
September 1995................................    September 1998         5.2381                4,200
November 1995.................................    November 2002          4.5238               31,500
July 1996.....................................    July 2003              4.375                30,000
August 1996...................................    August 1998            4.3125              100,000
September 1996................................    September 1998         5.00                 25,000
September 1996................................    September 1999         5.50                 17,000
                                                                                             -------
                                                                                             662,358
                                                                                             =======
</TABLE>
 
Unrealized Gain (Loss) on Securities
 
     The components of the balance sheet caption "Unrealized gain (loss) on
securities available for sale" in shareholders' equity are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                             --------------------
                                                               1996        1995
                                                               ----        ----
<S>                                                          <C>         <C>
Fair value of securities available for sale..............    $347,372    $232,144
Amortized cost of securities available for sale..........     349,209     225,695
                                                             --------    --------
     Gross unrealized gain (loss) on securities available
       for sale..........................................      (1,837)      6,449
Adjustments for:
  Deferred policy acquisition costs......................         696      (2,380)
  Present value of future profits........................          20        (174)
  Deferred federal income tax recoverable (liability)....         375      (1,311)
  Minority interest......................................          --          (2)
                                                             --------    --------
     Net unrealized gain (loss) on securities available
       for sale..........................................    $   (746)   $  2,582
                                                             ========    ========
</TABLE>
 
                                      F-22
<PAGE>   78
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. STOCK OPTION PLAN
 
     SMC has a Non-qualified Stock Option Plan (the "Plan") under which
1,500,000 shares of Common Stock are reserved for grants of stock options to
employees and directors. The purchase price per share specified in any Plan
option must be at least equal to the fair market value of common stock at the
grant date. Options generally become exercisable over a three-year period and
have a term of 10 years. The Plan is administered by the Board of Directors and
officers of SMC. The terms of the options, including the number of shares and
the exercise price, are subject to the sole discretion of the Board of
Directors.
 
     Statement of Financial Accounting Standard No. 123 entitled "Accounting for
Stock-Based Compensation" ("SFAS 123") issued in October 1995, was adopted by
the Company as of December 31, 1996. The provisions of SFAS 123 allow companies
to either expense the estimated fair value of stock options or to continue their
current practice but disclose the pro forma effects on net income and earnings
per share had the fair value of the options been expensed. The Company has
elected to continue its practice of recognizing compensation expense for its
Plan using the intrinsic value based method of accounting and to provide the
required pro forma information for stock options granted after December 31,
1994.
 
     Had compensation cost for the Plan been determined based on the fair value
at the grant date for awards in 1995 and 1996 consistent with the provisions of
SFAS No. 123, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                                ----------------
                                                                 1996      1995
                                                                 ----      ----
<S>                                                             <C>       <C>
Net income -- as reported...................................    $4,767    $1,313
Net income -- pro forma.....................................     3,847       685
Earnings per share -- as reported...........................       .93       .25
Earnings per share -- pro forma.............................    $  .73    $  .13
</TABLE>
 
     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1995 and 1996, respectively: expected volatility
of .3882% and .4980%; risk-free interest rate of 6.62% and 5.88%; and expected
lives of 7 years.
 
     Information regarding the Plan for 1996, 1995 and 1994 is as follows:
 
<TABLE>
<CAPTION>
                                                   1996                     1995               1994
                                       ----------------------------    ---------------    ---------------
                                                          WEIGHTED-
                                                           AVERAGE
                                                          EXERCISE
                                           SHARES           PRICE          SHARES             SHARES
                                           ------         ---------        ------             ------
<S>                                    <C>                <C>          <C>                <C>
Options outstanding, beginning of
  year...............................        1,164,720     $6.464              520,294            523,194
Exercised............................           (1,224)    $3.571               (1,667)                --
Granted..............................          769,122     $6.140              655,008              2,600
Expired or forfeited.................         (486,449)    $7.564               (8,915)            (5,500)
                                       ---------------     ------      ---------------    ---------------
Options outstanding, end of year.....        1,446,169     $5.984            1,164,720            520,294
                                       ===============                 ===============    ===============
Option price range at end of year....  $3.571 - $9.405                 $3.571 - $9.405    $4.286 - $9.405
Option price range for exercised
  shares.............................  $         3.571                 $         3.571                 --
Options available for grant at end of
  year...............................           50,939                         333,613            979,706
                                       ===============                 ===============    ===============
Weighted-average fair value of
  options granted during the year....  $         3.623                 $         2.906
                                       ===============                 ===============
</TABLE>
 
                                      F-23
<PAGE>   79
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. STOCK OPTION PLAN (CONTINUED)
     Shares under options that were exercisable at year-end are as follows:
 
<TABLE>
<CAPTION>
                        DECEMBER 31,                              1996        1995       1994
                        ------------                              ----        ----       ----
<S>                                                             <C>          <C>        <C>
Options exercisable.........................................    1,097,028    762,374    363,179
</TABLE>
 
Information with respect to stock options outstanding at December 31, 1996 is as
follows:
 
<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                                          OPTIONS EXERCISABLE
--------------------------------------------------------------------------------    ----------------------------------
                                            WEIGHTED-AVERAGE
       RANGE OF               NUMBER           REMAINING        WEIGHTED-AVERAGE        NUMBER        WEIGHTED-AVERAGE
       EXERCISE           OUTSTANDING AT      CONTRACTUAL           EXERCISE        EXERCISABLE AT        EXERCISE
        PRICES            DEC. 31, 1996       LIFE (YEARS)           PRICE          DEC. 31, 1996          PRICE
       --------           --------------    ----------------    ----------------    --------------    ----------------
<S>                       <C>               <C>                 <C>                 <C>               <C>
$3 - $5...............        337,224           8 Years              $4.25              145,775            $4.20
$5 - $7...............        517,975           8 Years              $5.27              360,283            $5.29
$7 - $9...............        571,282           9 Years              $7.38              571,282            $7.38
$9 - $11..............         19,688           6 Years              $9.41               19,688            $9.41
                            ---------                                                 ---------
                            1,446,169                                                 1,097,028
                            =========                                                 =========
</TABLE>
 
     Effective May 1, 1996, the Board of Directors cancelled 480,480 options
that had previously been granted to certain executive officers with exercise
prices ranging from $8.00 to $13.00 per share (representing the market price of
the Common Stock on the date such options were initially granted), and granted
an identical number of new options with identical terms and vesting periods (the
"Replacement Options") to these persons with an exercise price of $7.60, the
book value per share of Common Stock on September 30, 1995. On May 1, 1996, the
last reported sale price per share of the Common Stock was $4.375. The per share
exercise price relating to each Replacement Option was reduced to $7.238 in
connection with the 5% stock dividend effected on June 21, 1996 for holders of
record of Common Stock on May 17, 1996.
 
10. REINSURANCE
 
     The Company's insurance subsidiaries have entered into reinsurance
agreements with non-affiliated companies to limit the net loss arising from
large risks, maintain their exposure to loss within capital resources, provide
additional capacity for future growth, and effect sharing arrangements. The
maximum amount of life insurance retained on any one life ranges from $30 to
$150. Amounts of standard risk in excess of that limit are reinsured.
 
     Reinsurance premiums ceded to other insurers were $2,152, $4,312 and $5,534
in 1996, 1995 and 1994, respectively. Reinsurance ceded has reduced benefits and
claims incurred by $6,201, $1,369 and $4,664 in 1996, 1995 and 1994,
respectively. A contingent liability exists to the extent any of the reinsuring
companies are unable to meet their obligations under reinsurance agreements. To
minimize its exposure to significant losses from reinsurance insolvencies, the
Company evaluates the financial condition of its reinsurers and monitors
concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of the reinsurers. The Company believes
the assuming companies are able to honor all contractual commitments under the
reinsurance agreements, based on its periodic reviews of these companies.
 
     The Company's largest annuity reinsurer at December 31, 1996 represented
$26,138, or 38% of total reinsurance recoverable, $8,907 of premium deposits
ceded in 1996 and is rated "A" (Excellent) by A.M. Best. From January 1, 1995 to
August 31, 1995, approximately 70% of Standard Life's annuity business pursuant
to the terms of the agreement produced after December 31, 1994 was ceded.
Standard Life decreased the quota-share portion of business ceded pursuant to
this agreement to 50% at September 1, 1995,
 
                                      F-24
<PAGE>   80
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
10. REINSURANCE (CONTINUED)
and further reduced it to 25% effective April 1, 1996. This agreement limits
dividends and other transfers by Standard Life to SMC or affiliated companies in
certain circumstances.
 
     All the inforce business of First International effective January 1, 1996
was ceded to GIAC through a coinsurance indemnity reinsurance agreement. Under
the terms of the agreement, approximately $18,841 of First International's
reserves and the related assets were ceded to GIAC as of January 1, 1996. The
inforce business related to this automatic coinsurance indemnity reinsurance
agreement is comprised of the following two blocks; ("Block I") - ordinary life
policies (issued in New York and New Jersey), universal life, immediate and
deferred annuities (issued in New York, New Jersey and Vermont), supplemental
contracts and group waivers, and ("Block II") - ordinary life policies (not
issued in New York and New Jersey) issued prior to 1989, and term life policies
(issued in New York, New Jersey and Vermont) issued after 1988.
 
     Effective at January 1, 1996, GIAC entered into a modified coinsurance
indemnity reinsurance agreement with Standard Life with respect to Blocks I and
II. Under the terms of the agreement, approximately $18,841 of Standard Life's
reserves were assumed from GIAC as of January 1, 1996. Standard Life incurs
experience rating refunds to GIAC on Block I. There is no experience rating
refund on Block II.
 
     As part of the acquisition of First International by SMC in 1992, Standard
Life entered into an indemnity reinsurance agreement with First International
effective July 1, 1992. This business was subsequently assumed by Standard Life
effective January 1, 1993. At the date of the sale of First International to
GIAC, Standard Life ceded this block of business with policy reserves of $12,514
and related assets to GIAC. This block of business ("Block III") consisted of
term life policies (not issued in New York, New Jersey or Vermont) issued after
1988 and immediate and deferred annuities (not issued in New York, New Jersey
and Vermont) and lottery annuities. Standard Life will continue to receive
profits from Block III through experience rating refunds from GIAC on Block III.
 
     Standard Life received an administration fee of $316 for the year ended
December 31, 1996 from First International for the administration of the Block I
and Block II policies that were in force at the time of the sale of First
International.
 
     In June 1988, Standard Life ceded a block of business to National Mutual
Life Insurance Company ("National Mutual"). Effective May 31, 1996, Standard
Life terminated by recapture the reinsurance agreement with National Mutual. As
a result of this recapture, Standard Life received assets of $4,826 and
liabilities of $4,826, primarily ordinary life policies. In connection with this
transaction, Standard Life agreed to pay National Mutual a recapture fee of
$1,200 and Standard Life collected administration fees of $375 related to
services provided in prior years that had not been recorded previously due to
uncertainty as to collection. The net proceeds of $825 were recorded as the
present value of the future profits on this block of business, which is being
amortized in proportion to the emergence of profits over 20 years (See Note 20).
The premium income, and corresponding increase in reserves, of $4,234 recorded
in connection with the recapture will not recur in the future.
 
11. RELATED PARTY TRANSACTIONS
 
     The Company paid legal fees of $23 and $114 in 1995 and 1994, respectively,
to a law firm of which a partner is a director and officer of SMC. This director
and officer resigned from the law firm effective January 1, 1996. In April 1994,
the Company made a loan to this director and officer in the amount of $70, due
May 1, 1995, at an annual interest rate of 7%. This loan was renewed in May 1995
and was due in two installments of $40 on May 1, 1996 and $30 on August 1, 1997.
This loan was collateralized by 10,000 shares of Common Stock owned by the
director and officer. The outstanding principal balance at December 31, 1995 was
$70. This note was repaid in 1996, with SMC becoming a guarantor supporting a
$70 loan to this director
 
                                      F-25
<PAGE>   81
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11. RELATED PARTY TRANSACTIONS (CONTINUED)
and officer on June 25, 1996. The guaranty will be effective until the earlier
of repayment of the loan or June 25, 1999.
 
     A director and officer of SMC was the sole owner of an independent
insurance marketing organization. On April 1, 1994, the assets of this marketing
organization were sold to Standard Marketing for $174 payable on an installment
basis over a four year period. The outstanding principal balance due on this
installment note was $60 and $104 on December 31, 1996 and 1995, respectively.
Until the consummation of this transaction, this marketing organization was a
master general agent for Standard Marketing and received commissions from
Standard Life for sales made on its behalf. These commissions, which amounted to
approximately $128 in 1994, were paid at rates comparable to commissions
received by non-affiliated master general agents. As a result of the purchase of
the marketing organization assets, Standard Marketing receives those commissions
previously received by the marketing organization.
 
     In December 1994, SMC consolidated two loans to an officer and director of
SMC, in the amount of $325 with an annual interest rate of 6.5%, repayable at $2
per month (principal and interest) with a final payment due on December 31,
1996. This loan was refinanced December 29, 1995, and again at December 31,
1996, at an annual interest rate of 5%, payable at $1 per month, with additional
annual payments ranging from $50 to $84 through December 31, 2001. The
outstanding principal balance was $338 and $333 at December 31, 1996 and 1995,
respectively.
 
     A director of SMC received $197 in fees for services rendered in connection
with the offshore offering of common stock in December 1993 and January 1994.
 
     In December 1993, the Company entered into a consulting agreement with a
director. The consulting agreement was effective December 1, 1993 and expired on
November 30, 1996. Under the terms of the agreement the Company agreed to pay
the director $30, $35 and $40 during the first, second and third year of the
agreement, respectively. In July 1994, SMC made two loans to this director of
SMC in the amounts of $100 and $80. Both notes were at an annual interest rate
of prime plus 1%, require quarterly principal repayments and were due in 1996.
The outstanding principal balances on these notes were $127 at December 31,
1995. Both notes were repaid in 1996.
 
     SMC entered into a covenant not to compete agreement with a former officer
and director in February 1997, effective July 1, 1996, the date his employment
agreement terminated. In accordance with the covenant not to compete agreement,
the officer and director received a lump sum payment of $150 in February 1997,
and will receive $125 in each of July 1997 and 1998, and $100 in July 1999.
 
12. COMMITMENTS AND CONTINGENCIES
 
Lease Commitments
 
     The Company rents office and storage space under noncancellable operating
leases. The Company incurred rent expense for operating leases of $1,037, $1,092
and $916 in 1996, 1995 and 1994, respectively. Pursuant to the terms of a lease
agreement effective June 1, 1991, Standard Life has agreed to lease office space
for a ten year period. After the initial ten year lease period, Standard Life
may continue to lease the premises on a month to month basis at a rental of 125%
of the prevailing market rate for the leased premises in effect at that time.
 
     In April 1995, SMC sold its equipment and leased it back under a capital
lease. SMC has the option to renew or purchase the equipment at the end of the
lease term in April 1998. The cost and accumulated depreciation of the equipment
was $1,396 and $814, respectively at December 31, 1996.
 
                                      F-26
<PAGE>   82
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
     Future required minimum rental payments, by year and in the aggregate,
under noncancellable capital leases and operating leases as of December 31,
1996, are as follows:
 
<TABLE>
<CAPTION>
                                                              CAPITAL   OPERATING
                                                              LEASES     LEASES
                                                              -------   ---------
<S>                                                           <C>       <C>
1997........................................................   $539      $  958
1998........................................................    144         717
1999........................................................     --         558
2000........................................................     --         558
2001........................................................     --         232
Thereafter..................................................     --          --
                                                               ----      ------
Total minimum lease payments................................    683      $3,023
                                                                         ======
Less amounts representing interest..........................     46
                                                               ----
Present value of net minimum lease payments under capital
  lease.....................................................   $637
                                                               ====
</TABLE>
 
Employment Agreements
 
     Certain officers are employed pursuant to executive employment agreements
that create certain liabilities in the event of the termination of the covered
executives following a change of control of the Company. The commitment under
these agreements is approximately three times their current annual salaries.
Additionally, following termination from the Company following a change in
control, each executive is entitled to receive a lump sum payment equal to all
unexercised stock options granted multiplied by the highest per share fair
market value during the six month period ending on the date of termination.
There were unexercised options outstanding to these executives to buy 1,081,080
shares at December 31, 1996.
 
     In the first quarter of 1997, the chief financial officer gave notice that
he will be terminating his employment at the Company. The Company is currently
discussing benefits that may or may not be due to the officer. The amount of
such benefits can not be determined at this time.
 
13. EMPLOYEE BENEFIT PLAN
 
     The Company has an employee savings plan, available to substantially all
salaried employees, containing a matched savings provision that permits both
pretax and after-tax employee contributions pursuant to Section 401(k) of the
Internal Revenue Code. Participants can contribute from 1% to 15% of their
annual compensation and receive a matching employer contribution not to exceed
4% of their annual compensation. The matching contribution is at the discretion
of the Company pursuant to the savings plan contract. The contributions may be
invested in several investment funds including Common Stock. The Company's total
expense for the plan was $104, $43 and $38 in 1996, 1995 and 1994, respectively.
 
14. LITIGATION
 
     SMC and certain of its officers, directors and underwriters were named as
defendants in a class action lawsuit originally filed in March 1993 related to
allegations surrounding SMC's initial public offering ("IPO") of 2.3 million
shares of Common Stock in February 1993.
 
     On November 9, 1994, SMC signed a Stipulation of Settlement in the class
action suit. The settlement was approved by the United States District Court on
March 2, 1995 after notice and hearing. On April 28, 1995, SMC signed a
Settlement Agreement with the 22 persons who previously excluded themselves from
the
 
                                      F-27
<PAGE>   83
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
14. LITIGATION (CONTINUED)
class of plaintiffs in the November 9, 1994 settlement. The settlement was
approved by the United States District Court on April 28, 1995.
 
     Although SMC firmly believes the lawsuit was without merit, management
decided it was in the best interest of shareholders and policyholders to settle
the suit, thereby decreasing legal costs and enhancing the Company's ability to
make acquisitions and obtain related financing. SMC charged the estimated future
costs of the settlement of $3,700 to earnings in 1994. The $3,700 charge
includes $3,000 of Class S Preferred Stock (see Note 8), $263 in cash which was
distributed to the class participants, and $437 of estimated future legal and
other costs to settle the lawsuit and register the Class S Preferred Stock. The
$263 cash settlement was part of a $650 cash settlement fund, the remainder of
which was paid by the underwriters of the IPO. When aggregated with the class
action lawsuit litigation costs already incurred prior to the settlement, the
total class action lawsuit litigation and settlement costs were $4,018 ($.73 per
share) for 1994.
 
     With the signing of the Settlement Agreement with the 22 persons who
previously excluded themselves from the class and a reevaluation of the
estimated future legal and other costs to settle the lawsuit, SMC recorded a
reduction in the estimated future costs to settle the lawsuit and list the Class
S Preferred Stock of $314 in 1995. The Class S Preferred Stock was issued on
February 8, 1996.
 
     In addition, the Company is involved in various legal proceedings in the
normal course of business. In most cases, such proceedings involve claims under
insurance policies or other contracts of the Company. The outcomes of these
legal proceedings are not expected to have a material adverse effect on the
consolidated financial position, liquidity, or future results of operations of
the Company based on the Company's current understanding of the relevant facts
and law.
 
15. STATUTORY ACCOUNTING INFORMATION OF SUBSIDIARIES
 
     The Company's domestic insurance subsidiaries maintain their records in
conformity with statutory accounting practices prescribed or permitted by state
insurance regulatory authorities. Statutory accounting practices differ in
certain respects from GAAP. In consolidation, adjustments have been made to
conform the Company's domestic subsidiaries' accounts with GAAP.
 
     The Company's U.S. life insurance subsidiaries had consolidated statutory
capital and surplus of $22,970 and $12,877 at December 31, 1996 and 1995,
respectively, after appropriate eliminations of intercompany accounts among such
subsidiaries. Consolidated net income (loss) of the Company's life insurance
subsidiaries on a statutory basis, after appropriate eliminations of
intercompany accounts among such subsidiaries, was $3,291, $(1,339) and $68 for
the years ended December 31, 1996, 1995 and 1994, respectively. Minimum capital
and surplus required by the Indiana Insurance Code as of December 31, 1996 was
$450 on a statutory basis.
 
     "Prescribed" statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations, and general administrative rules. "Permitted"
statutory accounting practices encompass all accounting practices that are not
prescribed; such practices may differ from state to state, may differ from
company to company within a state, and may change in the future. The NAIC
currently is in the process of codifying statutory accounting practices, the
result of which is expected to constitute the only source of "prescribed"
statutory accounting practices. Accordingly, that project, which is expected to
be completed in 1998, will likely change, to some extent, prescribed statutory
accounting practices, and may result in changes to the accounting practices that
insurance enterprises use to prepare their statutory financial statements.
 
     Policy reserves for Dixie National Life's fixed premium universal life
policies were calculated according to the Commissioners' Reserve Valuation
Method ("CRVM") for traditional whole life policies. This differs
 
                                      F-28
<PAGE>   84
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
15. STATUTORY ACCOUNTING INFORMATION OF SUBSIDIARIES (CONTINUED)
from prescribed statutory accounting practices. Effective October 2, 1995, Dixie
National Life received permission from the Mississippi Insurance Department to
strengthen the reserves for these policies by using the CRVM methodology as
modified by the Universal Life Model Regulation. This reserve strengthening will
be recorded quarterly through September 30, 1998. This permitted accounting
practice increased statutory surplus as of December 31, 1996 by $1,053.
 
     From the funds borrowed by SMC pursuant to the Amended Credit Agreement and
the subordinated convertible debt agreement, $13,000 was loaned to Standard Life
pursuant to an Unsecured Surplus Debenture Agreement ("Surplus Debenture") which
requires Standard Life to make quarterly interest payments to SMC at a variable
corporate base rate plus 2% per annum, and annual principal payments of $1,000
per year beginning in 2007 and concluding in 2019. As required by state
regulatory authorities, the balance of the surplus debenture at December 31,
1996 of $13,000 is classified as a part of capital and surplus of Standard Life.
The interest and principal payments are subject to quarterly approval by the
Indiana Department of Insurance, depending upon satisfaction of certain
financial tests relating to levels of Standard Life's capital and surplus and
general approval of the Commissioner of the Indiana Department of Insurance.
 
     SMC's ability to pay operating expenses and meet debt service obligations
is partially dependent upon the amount of dividends received from Standard Life.
Standard Life's ability to pay cash dividends to SMC is, in turn, restricted by
law or subject to approval by the insurance regulatory authorities of Indiana.
Dividends are permitted based on, among other things, the level of preceding
year statutory surplus and net income. In 1994 and 1995, Standard Life paid no
dividends to SMC. In 1996, Standard Life paid a dividend of $1,000 to SMC.
During 1997, Standard Life can pay dividends of $2,297 without regulatory
approval; Standard Life must notify the Indiana regulatory authorities of the
intent to pay dividends at least thirty days prior to payment.
 
     State insurance regulatory authorities impose minimum risk-based capital
requirements on insurance enterprises that were developed by the NAIC. The
formulas for determining the amount of risk-based capital ("RBC") specify
various weighting factors that are applied to financial balances or various
levels of activity based on the perceived degree of investment and insurance
risks. Regulatory compliance is determined by a ratio (the "Ratio") of the
enterprise's regulatory total adjusted capital, as defined by the NAIC, to its
authorized control level RBC, as defined by the NAIC. Enterprises below specific
trigger points or ratios are classified within certain levels, each of which
requires specified corrective action. Each of the Company's insurance
subsidiaries has a Ratio that is at least 400% of the minimum RBC requirements;
accordingly, the subsidiaries meet the RBC requirements.
 
     The statutory capital and surplus for Premier Life (Luxembourg) was $8,243
and $6,857 at fiscal years ended 1996 and 1995, respectively, and minimum
capital and surplus under local insurance regulations was $3,295 and $2,736 at
fiscal years ended 1996 and 1995, respectively. The statutory capital and
surplus for Premier Life (Bermuda) was $1,307 and $1,245 at fiscal years ended
1996 and 1995, respectively, and minimum capital and surplus under local
insurance regulations was $250 at fiscal years ended 1996 and 1995. Standard
Management International dividends are limited to its accumulated earnings
without regulatory approval. Standard Management International and Premier Life
(Luxembourg) were not permitted to pay dividends under Luxembourg law in 1996
and 1995 due to accumulated losses.
 
16. OPERATIONS BY GEOGRAPHIC AREA
 
     The Company operates exclusively in one business segment -- the sale and
administration of life insurance business (principally annuities and other
financial products).
 
                                      F-29
<PAGE>   85
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
16. OPERATIONS BY GEOGRAPHIC AREA (CONTINUED)
     The revenues, pre-tax income and assets by geographic area for 1994 through
1996 are as follows:
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                                     -------------------------------
                                                      1996        1995        1994
                                                      ----        ----        ----
<S>                                                  <C>         <C>         <C>
Revenues:
  United States.................................     $36,524     $26,851     $22,514
  Europe........................................       3,783       3,379       3,911
  Caribbean.....................................          --           8          93
                                                     -------     -------     -------
       Total....................................     $40,307     $30,238     $26,518
                                                     =======     =======     =======
Income (loss) before federal income taxes,
  extraordinary gain on early redemption of
  redeemable preferred stock and preferred stock
  dividends:                                             YEAR ENDED DECEMBER 31,
                                                     -------------------------------
  United States.................................     $ 2,313     $ 1,224     $(4,710)
  Europe........................................       1,243         411       1,259
  Caribbean.....................................         (21)        (79)        (63)
                                                     -------     -------     -------
       Total....................................     $ 3,535     $ 1,556     $(3,514)
                                                     =======     =======     =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                         AT DECEMBER 31,
                                                  ------------------------------
                                                    1996       1995       1994
                                                    ----       ----       ----
<S>                                               <C>        <C>        <C>
Assets:
  United States.................................  $486,576   $343,040   $264,906
  Europe........................................   141,837    136,318    108,237
  Caribbean.....................................        --        240        381
                                                  --------   --------   --------
       Total....................................  $628,413   $479,598   $373,524
                                                  ========   ========   ========
</TABLE>
 
     The states in the U.S. with the largest share of U.S. premiums collected in
1996 were Indiana (18%), Ohio (16%), Florida (14%), California (11%) and
Michigan (6%). No other state accounted for more than 4% of total collected
premiums.
 
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The following discussion outlines the methods and assumptions used by the
Company in estimating its fair value disclosures for its financial instrument
assets and liabilities as of December 31, 1996 and 1995. Because fair values for
all balance sheet items are not required to be disclosed pursuant to SFAS No.
107, "Disclosures about Fair Values of Financial Instruments", the aggregate
fair value amounts presented herein do not necessarily represent the underlying
value of the Company; likewise, care should be exercised in deriving conclusions
about the Company's business or financial condition based on the fair value
information presented herein.
 
     Fixed maturity securities: Fair values for fixed maturity securities are
based on quoted market prices from broker-dealers, where available. For fixed
maturity securities not actively traded, fair values are estimated using values
obtained from independent pricing services, or, in the case of private
placements, are estimated by discounting the expected future cash flows using
current market rates applicable to the coupon rate, credit, and maturity of the
investments.
 
     Equity securities: The fair values for equity securities are based on the
quoted market prices.
 
     Mortgage loans and policy loans: The estimated fair values for mortgage
loans and policy loans are estimated using discounted cash flow analyses and
interest rates currently being offered for similar loans to borrowers with
similar credit ratings.
 
                                      F-30
<PAGE>   86
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
17. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
     Assets and liabilities held in separate accounts: Fair values for the
assets held in separate accounts are determined from broker-dealer market
makers, or valuations supplied by internationally recognized statistical rating
organizations. The separate account liability represents the Company's
obligations to policyholders and approximates fair value.
 
     Insurance liabilities for investment contracts: Fair values for the
Company's liabilities under investment-type insurance contracts are estimated
using discounted cash flow calculations, based on interest rates currently being
offered for similar contracts with maturities consistent with those remaining
contracts being valued. The estimated fair value of the liabilities for
investment contracts was approximately equal to its carrying value at December
31, 1996 and 1995, as credited rates on the vast majority of account balances
approximate current rates paid on similar investments and because these rates
are generally not guaranteed beyond one year.
 
     Insurance liabilities for non-investment contracts: Fair value disclosures
for the Company's reserves for insurance contracts other than investment-type
contracts are not required and have not been determined by the Company. However,
the Company closely monitors the level of its insurance liabilities and the fair
value of reserves under all insurance contracts are taken into consideration in
the Company's overall management of interest rate risk.
 
     Notes payable: The Company believes the fair value of its variable rate
long-term debt was equal to its carrying value at December 31, 1996 and 1995.
The Company negotiated the terms of its Amended Credit Agreement with its
lenders in November 1996. Those negotiations were based on the financial
condition of the Company and market conditions at that time. The financial
condition of the Company has not changed significantly since the negotiations
and although market conditions have changed, the Company pays a variable rate of
interest on the debt which reflects the changed market conditions.
 
     The carrying amount for all other financial instruments approximates their
fair values.
 
     The fair value of the Company's financial instruments is shown below using
a summarized version of the Company's assets and liabilities at December 31,
1996 and 1995. Refer to Note 4 for additional information relating to the fair
value for investments.
 
<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                        --------------------------------------------
                                                                1996                    1995
                                                        --------------------    --------------------
                                                          FAIR      CARRYING      FAIR      CARRYING
                                                         VALUE       AMOUNT      VALUE       AMOUNT
                                                         -----      --------     -----      --------
<S>                                                     <C>         <C>         <C>         <C>
Assets:
  Investments:
     Securities available for sale:
       Fixed maturity securities....................    $347,310    $347,310    $232,092    $232,092
       Equity securities............................          62          62          52          52
     Mortgage loans on real estate..................       3,041       3,035       2,990       2,963
     Policy loans...................................       7,767       9,903       6,674       8,509
     Other invested assets..........................         888         865       1,401       1,367
     Short-term investments.........................       8,417       8,417      35,058      35,058
     Assets held in separate accounts...............     128,546     128,546     122,705     122,705
Liabilities:
     Insurance liabilities for investment
       contracts....................................     333,633     333,633     212,500     212,500
     Class action litigation and settlement
       liability....................................          --          --       3,000       3,000
     Capital lease obligation.......................         637         637       1,084       1,084
     Notes payable..................................      20,060      20,060       3,107       3,107
     Liabilities related to separate accounts.......     128,546     128,546     122,705     122,705
</TABLE>
 
                                      F-31
<PAGE>   87
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
18. PENDING ACQUISITION
 
     SMC has entered into an Agreement and Plan of Merger dated as of December
19, 1996, as amended, with Savers Life Insurance Company ("Savers Life"). Savers
Life offers retirement products, major medical insurance and Medicare supplement
insurance through 5,000 independent brokers, primarily in North Carolina, South
Carolina and Virginia. SMC will pay approximately $14,200 plus acquisition costs
for the approximately $80,000 asset company, with shareholders of Savers Life
initially receiving $8.00 for each share of Savers Life Common Stock, consisting
of Common Stock and an election of up to $1.50 per share in cash. The proposed
acquisition is subject to normal closing conditions including SMC and Savers
Life shareholder approval and approval by applicable regulatory authorities. The
acquisition is expected to close during 1997.
 
19. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
 
     Earnings per common and common equivalent share for each quarter are
computed independently of earnings per share for the year. Due to the
transactions affecting the weighted average number of shares outstanding in each
quarter and due to the uneven distribution of earnings during the year, the sum
of the quarterly earnings per share may not equal the earnings per share for the
year. All applicable per share amounts have been retroactively adjusted to
reflect the 5% stock dividend.
 
<TABLE>
<CAPTION>
                                                                          1996 QUARTERS
                                                              --------------------------------------
                                                              FIRST     SECOND     THIRD     FOURTH
                                                              -----     ------     -----     ------
<S>                                                           <C>       <C>        <C>       <C>
Total revenues............................................    $8,856    $12,665    $7,969    $10,817
                                                              ======    =======    ======    =======
Components of net income:
  Operating income (loss).................................    $  214    $  (187)   $  342    $   804
  Net realized investment gains...........................       145        125       129        387
  Gain on disposal of subsidiaries........................     2,306         --        --         --
  Extraordinary gain on early redemption of redeemable
     preferred stock......................................       101        166       233          2
                                                              ------    -------    ------    -------
  Net income..............................................    $2,766    $   104    $  704    $ 1,193
                                                              ======    =======    ======    =======
Net income per common and common equivalent share.........    $  .48    $   .02    $  .14    $   .24
                                                              ======    =======    ======    =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                                           1995 QUARTERS
                                                                ------------------------------------
                                                                FIRST     SECOND    THIRD     FOURTH
                                                                -----     ------    -----     ------
<S>                                                             <C>       <C>       <C>       <C>
Total revenues..............................................    $7,379    $6,910    $7,104    $8,846
                                                                ======    ======    ======    ======
Components of net income:
  Operating income (loss)...................................    $  250    $ (279)   $  323    $  167
  Net realized investment gains.............................        36       213       122       167
  Class action litigation and settlement credit.............        --       314        --        --
                                                                ------    ------    ------    ------
  Net income................................................    $  286    $  248    $  445    $  334
                                                                ======    ======    ======    ======
Net income per common and common equivalent share...........    $  .05    $  .05    $  .08    $  .06
                                                                ======    ======    ======    ======
</TABLE>
 
     Reporting the results of insurance operations on a quarterly basis requires
the use of numerous estimates throughout the year, primarily in the computation
of reserves and the effective rate for federal income taxes. It is the Company's
practice to review estimates at the end of each quarter and, if necessary, make
appropriate adjustments, with the effect of such adjustments being reported in
current operations. Only at year-end is the Company able to assess the accuracy
of its previous quarterly estimates. The Company's fourth quarter results
include the effect of the difference between previous estimates and actual
year-end results. Therefore, the results of an interim period may not be
indicative of the results of the entire year.
 
                                      F-32
<PAGE>   88
 
                        STANDARD MANAGEMENT CORPORATION
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
20. RESTATEMENT
 
     The Company has restated the previously issued 1996 consolidated financial
statements for recognition of administration fee income. As discussed in Note 10
to the consolidated financial statements, the Company recorded the collection of
administration fees of $375 from National Mutual as a reduction to present value
of future profits. Previously the administration fees were recorded as revenues.
The following summarizes the net effect of the restatement:
 
<TABLE>
<CAPTION>
                                                                AS PREVIOUSLY
                                                                  REPORTED       AS RESTATED
                                                                -------------    -----------
<S>                                                             <C>              <C>
Income before federal income taxes, extraordinary gain on
  early redemption of redeemable preferred stock and
  preferred stock dividends.................................       $ 3,910         $ 3,535
Net income..................................................         5,014           4,767
Net income per share........................................           .98             .93
Present value of future profits.............................        24,181          23,806
Retained earnings...........................................         3,268           3,021
</TABLE>
 
                                      F-33
<PAGE>   89
 
          SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 
                        STANDARD MANAGEMENT CORPORATION
                                (PARENT COMPANY)
 
                            CONDENSED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                                -----------------------
                                                                 1996            1995
                                                                 ----            ----
<S>                                                             <C>             <C>
ASSETS
Investments:
  Investment in subsidiaries................................    $46,422         $44,452
  Surplus debenture due from Standard Life..................     13,000              --
  Equity securities available for sale, at fair value
     (amortized cost: $8)...................................         12              --
  Real estate, at cost less accumulated depreciation of $23
     in 1996 and $15 in 1995................................        139             147
  Investment in joint venture...............................        320              --
  Notes receivable from officers and directors..............        338             534
  Short-term investments, at cost, which approximates fair
     value..................................................        124             714
                                                                -------         -------
                                                                 60,355          45,847
Cash........................................................        900             254
Property and equipment, less accumulated depreciation of
  $989 in 1996 and $399 in 1995.............................      1,087           1,431
Note receivable from affiliate..............................      2,858           2,858
Amounts receivable from subsidiaries........................        638             505
Other assets................................................        829             484
                                                                -------         -------
       Total assets.........................................    $66,667         $51,379
                                                                =======         =======
LIABILITIES, REDEEMABLE SECURITIES & SHAREHOLDERS' EQUITY
Obligations under capital lease.............................        637           1,084
Class action litigation and settlement liability............         --           3,000
Notes payable...............................................     20,000           3,000
Note payable to affiliate...................................      2,858           2,858
Amounts due to subsidiaries.................................        473             677
Other liabilities...........................................      1,023             518
                                                                -------         -------
       Total liabilities....................................     24,991          11,137
Class S Cumulative Convertible Redeemable Preferred Stock,
  par value $10 per share:
  Authorized 300,000 shares; issued and outstanding 159,889
     shares.................................................      1,757              --
Shareholders' Equity:
Preferred Stock, no par value:
  Authorized 700,000 shares; none issued and outstanding....         --              --
Common Stock, no par value:
  Authorized 20,000,000 shares
  Issued 5,752,499 shares in 1996 and 5,459,573 in 1995.....     40,481          39,808
Treasury stock, at cost, 728,229 shares in 1996 and 502,025
  shares in 1995 (deduction)................................     (3,528)         (2,621)
Unrealized gain (loss) on securities available for sale of
  subsidiaries..............................................       (746)          2,582
Foreign currency translation adjustment of subsidiaries.....        691           1,159
Retained earnings (deficit).................................      3,021            (686)
                                                                -------         -------
       Total shareholders' equity...........................     39,919          40,242
                                                                -------         -------
       Total liabilities, redeemable securities and
        shareholders' equity................................    $66,667         $51,379
                                                                =======         =======
</TABLE>
 
           See accompanying notes to condensed financial statements.
 
                                      F-34
<PAGE>   90
 
    SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
 
                        STANDARD MANAGEMENT CORPORATION
                                (PARENT COMPANY)
 
                       CONDENSED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                                ----------------------------
                                                                 1996       1995      1994
                                                                 ----       ----      ----
<S>                                                             <C>        <C>       <C>
Revenues:
  Net investment income.....................................    $    32    $  112    $   130
  Interest income from subsidiaries.........................        357       172         90
  Net realized investment gains (losses)....................         --        23       (276)
  Loss on disposal of subsidiary............................       (156)       --         --
  Other income..............................................        135        28         --
  Rental income from subsidiaries...........................        853       715        525
  Management fees from subsidiaries.........................      1,905     1,930      1,630
                                                                -------    ------    -------
     Total revenues.........................................      3,126     2,980      2,099
Expenses:
  Other operating expenses..................................      3,470     2,793      2,772
  Interest expense and financing costs......................        799       110         38
  Interest expense on note payable to affiliate.............        161       172         90
  Class action litigation and settlement costs (credit).....         --      (314)     4,018
                                                                -------    ------    -------
     Total expenses.........................................      4,430     2,761      6,918
                                                                -------    ------    -------
Income (loss) before federal income taxes, equity in
  earnings of consolidated subsidiaries, extraordinary gain
  on early redemption of redeemable preferred stock and
  preferred stock dividends.................................     (1,304)      219     (4,819)
Federal income tax expense (credit).........................         --       (57)       (67)
                                                                -------    ------    -------
Income (loss) before equity in earnings of consolidated
  subsidiaries, extraordinary gain on early redemption of
  redeemable preferred stock and preferred stock
  dividends.................................................     (1,304)      276     (4,752)
Equity in earnings of consolidated subsidiaries.............      5,569     1,037      1,316
                                                                -------    ------    -------
Income (loss) before extraordinary gain on early redemption
  of redeemable preferred stock and preferred stock
  dividends.................................................      4,265     1,313     (3,436)
Extraordinary gain on early redemption of redeemable
  preferred stock, net of $-- federal income tax............        502        --         --
                                                                -------    ------    -------
NET INCOME (LOSS)...........................................      4,767     1,313     (3,436)
Preferred stock dividends...................................        208        --         --
                                                                -------    ------    -------
Earnings available to common shareholders...................    $ 4,559    $1,313    $(3,436)
                                                                =======    ======    =======
</TABLE>
 
           See accompanying notes to condensed financial statements.
 
                                      F-35
<PAGE>   91
 
    SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
 
                        STANDARD MANAGEMENT CORPORATION
                                (PARENT COMPANY)
 
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                                ------------------------------
                                                                  1996       1995       1994
                                                                  ----       ----       ----
<S>                                                             <C>         <C>        <C>
OPERATING ACTIVITIES
Net income (loss)...........................................    $  4,767    $ 1,313    $(3,436)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Extraordinary gain on early redemption of redeemable
     preferred stock........................................        (502)        --         --
  Amortization of deferred debt issuance costs..............          32          2         --
  Class action litigation and settlement liability..........          --       (655)     3,655
  Depreciation and amortization.............................         564        562        470
  Equity in earnings of subsidiaries........................      (5,569)    (1,037)    (1,316)
  Accrued interest payable..................................         320         --         --
  Other liabilities.........................................         192        480        495
  Net realized investment gain (loss).......................          --        (23)       276
  Dividend from Standard Life...............................       1,000         --         --
  Other.....................................................         165       (250)       179
                                                                --------    -------    -------
     NET CASH PROVIDED BY OPERATING ACTIVITIES..............         969        392        323
FINANCING ACTIVITIES
Issuance of Common Stock, net...............................          --          6      3,347
Borrowings, net of debt issuance costs of $208 in 1996 and
  $81 in 1995...............................................      16,792      2,923         --
Repayments on long-term debt and capital lease obligation...        (491)      (312)        --
Short-term borrowings, net..................................          --       (550)       550
Redemption of redeemable preferred stock....................        (949)        --         --
Repurchase of stock warrants................................        (600)        --         --
Proceeds from common and treasury stock sales...............         100         --         --
Purchase of Common Stock for treasury.......................      (2,126)      (822)      (931)
                                                                --------    -------    -------
     NET CASH PROVIDED BY FINANCING ACTIVITIES..............      12,726      1,245      2,966
INVESTING ACTIVITIES
Investments, net............................................         197        653     (1,309)
Surplus debenture contributed to Standard Life..............     (13,000)        --         --
Capital contribution to Standard Life.......................          --     (3,000)    (1,225)
Capital contribution to Standard Management International...          --       (170)       (90)
Capital contribution to Standard Advertising, Inc...........          --       (173)        --
Capital contribution to Standard Reinsurance................          --         (6)        --
Purchase of Standard Management International...............          --         --        (67)
Proceeds from sale of property and equipment under sales
  leaseback.................................................          --      1,396         --
Purchase of property and equipment, net.....................        (246)      (475)    (1,448)
                                                                --------    -------    -------
     NET CASH USED BY INVESTING ACTIVITIES..................     (13,049)    (1,775)    (4,139)
                                                                --------    -------    -------
Net increase (decrease) in cash.............................         646       (138)      (850)
Cash at beginning of year...................................         254        392      1,242
                                                                --------    -------    -------
Cash at end of year.........................................    $    900    $   254    $   392
                                                                ========    =======    =======
</TABLE>
 
           See accompanying notes to condensed financial statements.
 
                                      F-36
<PAGE>   92
 
    SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
                        STANDARD MANAGEMENT CORPORATION
                                (PARENT COMPANY)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                               DECEMBER 31, 1996
 
1. BASIS OF PRESENTATION
 
     For purposes of these condensed financial statements Standard Management
Corporation ("SMC") carries its investments in subsidiaries at cost plus equity
in undistributed earnings of subsidiaries since date of acquisition. Net income
of its subsidiaries is included in income using the equity method. These
condensed financial statements should be read in conjunction with SMC's
consolidated financial statements included elsewhere in this document.
 
2. DIVIDENDS FROM SUBSIDIARIES
 
     SMC received a cash dividend from subsidiaries of $1,000 in 1996. There
were no cash dividends paid to SMC from its subsidiaries in 1995 and 1994.
 
3. NOTES PAYABLE
 
     SMC has outstanding borrowings at December 31, 1996 pursuant to an Amended
Revolving Line of Credit Agreement with a bank (the "Amended Credit Agreement")
that provides for it to borrow up to $16,000 in the form of a seven-year
reducing revolving loan arrangement. SMC has agreed to pay a non-use fee of .50%
per annum on the unused portion of the commitment. In connection with the
original and Amended Credit Agreement, SMC issued warrants to the bank to
purchase 60,000 shares of Common Stock. Borrowings under the Amended Credit
Agreement may be used for contributions to surplus of insurance subsidiaries,
acquisition financing, and repurchases of Class S Cumulative Convertible
Redeemable Preferred Stock ("Class S Preferred Stock") and Common Stock. The
debt is secured by a Pledge Agreement of all of the issued and outstanding
shares of common stock of Standard Life and Standard Marketing. Interest on the
borrowings under the Amended Credit Agreement is determined, at the option of
SMC, to be: (i) a fluctuating rate of interest to the corporate base rate
announced by the bank from time to time plus 1% per annum, or (ii) a rate at
LIBOR plus 3.25%. Annual principal repayments of $2,667 begin in November 1998
and conclude in November 2003. Indebtedness incurred under the Amended Credit
Agreement is subject to certain restrictions and covenants including, among
other things, certain minimum financial ratios, minimum consolidated equity
requirements for SMC, positive net income, minimum statutory surplus
requirements for the Company's insurance subsidiaries and certain limitations on
acquisitions, additional indebtedness, investments, mergers, consolidations and
sales of assets. At December 31, 1996, SMC had borrowed $16,000 under this
Amended Credit Agreement at a weighted average interest rate of 8.849%.
 
     In connection with the acquisition of Shelby Life, SMC borrowed $4,000 from
an insurance company pursuant to a subordinated convertible debt agreement which
is due in December 2003 and requires interest payments in cash at 12% per annum,
or, if SMC chooses, in non-cash additional subordinated convertible debt notes
at 14% per annum until December 31, 2000. The subordinated convertible notes are
convertible into Common Stock at the rate of $6.00 per share through November
1997, and $5.75 per share thereafter. SMC may prepay the subordinated
convertible debt with not less than thirty days notice at any time. The
subordinated convertible debt agreement contains terms and financial covenants
substantially similar to those in the Amended Credit Agreement.
 
4. SURPLUS DEBENTURE
 
     From the funds borrowed by SMC pursuant to the Amended Credit Agreement and
the subordinated convertible debt agreement, $13,000 was loaned to Standard Life
pursuant to an Unsecured Surplus Debenture Agreement ("Surplus Debenture") which
requires Standard Life to make quarterly interest
 
                                      F-37
<PAGE>   93
 
    SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
                        STANDARD MANAGEMENT CORPORATION
                                (PARENT COMPANY)
 
              NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 
4. SURPLUS DEBENTURE (CONTINUED)
payments to SMC at a variable corporate base rate plus 2% per annum, and annual
principal payments of $1,000 per year beginning in 2007 and concluding in 2019.
As required by state regulatory authorities, the balance of the surplus
debenture at December 31, 1996 of $13,000 is classified as a part of capital and
surplus of Standard Life. The interest and principal payments are subject to
quarterly approval by the Indiana Department of Insurance, depending upon
satisfaction of certain financial tests relating to levels of Standard Life's
capital and surplus and general approval of the Commissioner of the Indiana
Department of Insurance.
 
5. REDEEMABLE PREFERRED STOCK
 
     In connection with the class action lawsuit settlement in March 1995,
300,000 of these shares designated as Class S Preferred Stock, $10.00 per share
par value, were issued February 8, 1996. The Class S Preferred Stock is
redeemable in February 2003, has an 11% annual cumulative dividend payable in
February 2003, and is convertible into Common Stock at $7.62 per share until
February 1998 and $10.00 per share thereafter, subject to adjustment under a
formula intended to protect against dilution.
 
     SMC may voluntarily redeem the Class S Preferred Stock prior to February
2003 at par value plus accumulated and unpaid dividends. In February 1996, SMC
instituted a program to repurchase from time to time up to 300,000 shares of its
Class S Preferred Stock in the open market or privately negotiated transactions.
As of December 31, 1996, SMC had repurchased and retired 140,111 shares of its
Class S Preferred Stock for $949, primarily paid through additional borrowings
under the Amended Credit Agreement. This repurchase resulted in an extraordinary
gain on early redemption of redeemable preferred stock of $502 for the year
ended December 31, 1996.
 
6. STOCK DIVIDEND
 
     SMC declared a 5% stock dividend on shares of its common stock for
shareholders of record on May 17, 1996 which was distributed on June 21, 1996.
All applicable number of shares and per share amounts included in the
accompanying condensed financial statements and notes have been retroactively
adjusted to reflect this stock dividend for all periods presented.
 
                                      F-38
<PAGE>   94
 
                           SCHEDULE IV -- REINSURANCE
 
                        STANDARD MANAGEMENT CORPORATION
 
                  YEARS ENDED DECEMBER 31, 1996, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                  PERCENTAGE
                                                         CEDED TO      ASSUMED                    OF AMOUNT
                                            GROSS         OTHER       FROM OTHER       NET         ASSUMED
                                            AMOUNT      COMPANIES     COMPANIES       AMOUNT        TO NET
                                            ------      ---------     ----------      ------      ----------
<S>                                       <C>           <C>           <C>           <C>           <C>
YEAR ENDED DECEMBER 31, 1996:
Life insurance in force...............    $3,000,763    $1,633,340       $252       $1,367,675      .02%
                                          ==========    ==========       ====       ==========       ===
Premiums
  Life insurance and annuities........    $   11,862    $    2,152       $ --       $    9,710
  Accident and health insurance.......            21            --         --               21
  Supplementary contract and other
     funds on deposit.................           737            --         --              737
                                          ----------    ----------       ----       ----------
     Total premiums...................    $   12,620    $    2,152       $ --       $   10,468
                                          ==========    ==========       ====       ==========
YEAR ENDED DECEMBER 31, 1995:
Life insurance in force...............    $2,316,826    $1,490,812       $282       $  826,296      .03%
                                          ==========    ==========       ====       ==========       ===
Premiums
  Life insurance and annuities........    $    9,574    $    4,312       $ --       $    5,262
  Accident and health insurance.......            22            --         --               22
  Supplementary contract and other
     funds on deposit.................           220            --         --              220
                                          ----------    ----------       ----       ----------
     Total premiums...................    $    9,816    $    4,312       $ --       $    5,504
                                          ==========    ==========       ====       ==========
YEAR ENDED DECEMBER 31, 1994:
Life insurance in force...............    $2,561,412    $1,774,308       $310       $  787,414      .04%
                                          ==========    ==========       ====       ==========       ===
Premiums
  Life insurance and annuities........    $    9,670    $    5,534       $ --       $    4,136
  Accident and health insurance.......            27            --         --               27
  Supplementary contracts and other
     funds on deposit.................           402            --         --              402
                                          ----------    ----------       ----       ----------
     Total premiums...................    $   10,099    $    5,534       $ --       $    4,565
                                          ==========    ==========       ====       ==========
</TABLE>
 
                                      F-39
<PAGE>   95
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
EXHIBIT                                                                       PAGE
NUMBER                       DESCRIPTION OF DOCUMENT                         NUMBER
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<S>        <C>                                                             <C>
</TABLE>
 
 2.1       Agreement and Plan of Merger dated as of December 19, 1996
           by and among SMC and Savers Life. (incorporated by reference
           to SMC's Form 8-K (File No. 0-20882) as filed with the
           Commission on January 24, 1997.
 2.2       Amendment to Agreement and Plan of Merger dated as of
           February 17, 1997 by and among SMC and Savers Life
           (incorporated by reference to SMC's Form 8-K (File No.
           0-20882) as filed with the Commission on February 19, 1997).
 3(i)      Amended and Restated Articles of Incorporation, as amended
           (incorporated by reference to SMC's Annual Report on Form
           10-K (File No. 0-20882) for the year ended December 31,
           1995).
 3(ii)     Amended and Restated Bylaws of SMC as amended (incorporated
           by reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993 and to Exhibit 3 of SMC's Quarterly Report
           on Form 10-Q (File No. 0-20882) for the quarter ended
           September 30, 1994).
 4.1       Form of Senior Note Agreement Warrant (incorporated by
           reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993).
 4.2       Form of Oppbridge Partners Warrant (incorporated by
           reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993).
 4.3       Registration Rights Agreement, dated as of May 3, 1990 among
           SMC, Howard T. Cohn and Joseph J. Piazza and the first
           amendment thereto, dated June 4, 1990 (incorporated by
           reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993).
 4.4       Amended and Restated Registration Rights Agreement dated as
           of November 8, 1996 by and between SMC and Fleet National
           Bank (incorporated by reference to SMC's Quarterly Report on
           Form 10-Q (File No. 0-20882) for the quarter ended September
           30, 1996).
 4.5       Form of Fleet National Bank Warrant (incorporated by
           reference to SMC's Quarterly Report on Form 10-Q (File No.
           0-20882) for the quarter ended September 30, 1996).
 4.6       Form of President's Club Warrant (incorporated by reference
           to SMC's Annual Report on Form 10-K (File No. 0-20882) for
           the year ended December 31, 1995).
 4.7       Registration Rights Agreement dated as of November 8, 1996
           by and between SMC and Great American Reserve Insurance
           Company ("Great American Reserve") (incorporated by
           reference to SMC's Quarterly Report on Form 10-Q (File No.
           0-20882) for the quarter ended September 30, 1996).
 4.8       Form of Sand Brothers & Company, Ltd. Warrant (incorporated
           by reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1996).
10.1       Amended Advisory Agreement, dated as of August 1, 1991,
           between SMC and Conseco Capital Management, Inc., as
           amended, April 17, 1995 (incorporated by reference to SMC's
           Annual Report on Form 10-K (File No. 0-20882) for the year
           ended December 31, 1995).
<PAGE>   96
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                                                                           SEQUENTIAL
EXHIBIT                                                                       PAGE
NUMBER                       DESCRIPTION OF DOCUMENT                         NUMBER
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<S>        <C>                                                             <C>
10.2       Second Amended and Restated Employment Contract by and
           between SMC and Ronald D. Hunter, dated and effective, as
           amended, April 3, 1995 (incorporated by reference to SMC's
           Quarterly Report on Form 10-Q (File No. 0-20882) for the
           quarter ended June 30, 1995).
10.3       Second Amended and Restated Employment Contract by and
           between SMC and Edward T. Stahl, dated and effective, as
           amended, April 3, 1995 (incorporated by reference to SMC's
           Quarterly Report on Form 10-Q (File No. 0-20882) for the
           quarter ended June 30, 1995).
10.4       Second Amended and Restated Employment contract by and
           between SMC and Raymond J. Ohlson, dated and effective, as
           amended, April 3, 1995 (incorporated by reference to SMC's
           Quarterly Report on Form 10-Q (File No. 0-20882) for the
           quarter ended June 30, 1995).
10.5       First Amended and Restated Employment Contract by and
           between SMC and Stephen M. Coons dated and effective, April
           3, 1995 (incorporated by reference to SMC's Quarterly Report
           on Form 10-Q (File No. 0-20882) for the quarter ended June
           30, 1995).
10.8       Indemnification Agreement between SMC and Stephen M. Coons
           and Coons & Saint, dated August 1, 1991 (incorporated by
           reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993).
10.9       Second Amended and Restated 1992 Stock Option Plan, as
           amended (incorporated by reference to SMC's Quarterly Report
           on Form 10-Q for the quarter ended September 30, 1993 and as
           amended by SMC's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1994).
10.10      Lease by and between Standard Life and WRC Properties, Inc.,
           dated February 27, 1991 (incorporated by reference to SMC's
           Registration Statement on Form S-1 (Registration No.
           33-53370) as filed with the Commission on January 27, 1993).
10.11      Management Service Agreement between Standard Life and SMC
           dated August 1, 1992, as amended on January 1, 1997
           (incorporated by reference to SMC's Annual Report on Form
           10-K (File No. 0-20882) for the year ended December 31,
           1996).
10.12      Agreement for Assumption Reinsurance between the National
           Organization Of Life and Health Insurance Guaranty
           Associations and Standard Life, concerning, The Midwest Life
           Insurance Company In Liquidation effective June 1, 1992
           (incorporated by reference to SMC's Registration Statement
           on Form S-1 (Registration No. 33-53370) as filed with the
           Commission on January 27, 1993).
10.13      Reinsurance Agreement between Standard Life and The
           Mercantile and General Reinsurance Company Limited effective
           May 1, 1975 (incorporated by reference to SMC's Registration
           Statement on Form S-1 (Registration No. 33-53370) as filed
           with the Commission on January 27, 1993).
10.14      Reinsurance Agreement between Firstmark Standard Life
           Insurance Company and The Mercantile and General Reinsurance
           Company of America effective February 1, 1984 (incorporated
           by reference to SMC's Registration Statement on Form S-1
           (Registration No. 33-53370) as filed with the Commission on
           January 27, 1993).
10.15      Reinsurance Contract between First International and
           Standard Life dated July 10, 1992 (incorporated by reference
           to SMC's Registration Statement on Form S-1 (Registration
           No. 33-53370) as filed with the Commission on January 27,
           1993).
</TABLE>
<PAGE>   97
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EXHIBIT                                                                       PAGE
NUMBER                       DESCRIPTION OF DOCUMENT                         NUMBER
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<S>        <C>                                                             <C>
10.19      Renewal Promissory Note from Ronald D. Hunter to SMC in the
           amount of $337,854 executed December 31, 1996 and due
           December 31, 2001 (incorporated by reference to SMC's Annual
           Report on Form 10-K (File No. 0-20882) for the year ended
           December 31, 1996).
10.20      Amended Reinsurance Agreement between Standard Life and
           Winterthur Life Re Insurance Company effective January 1,
           1995 (incorporated by reference to SMC's Annual Report on
           Form 10-K (File No. 0-20882) for the year ended December 31,
           1995).
10.21      Management Service Agreement between Premier Life
           (Luxembourg) and SMC dated September 30, 1994 (incorporated
           by reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1994).
10.22      Assignment of Management Contract dated October 2, 1995 of
           Management Contract dated January 1, 1987 between DNC and
           Dixie National Life to Standard Life (incorporated by
           reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1995).
10.23      Indemnity Reinsurance Agreement between Dixie National Life
           and Crown Life Insurance Company dated and effective
           September 30, 1992, and Amendment No. 1 as amended October
           29, 1992; Amendment No. 2 as amended December 9, 1992;
           Amendment No. 3 as amended February 11, 1993; Amendment No.
           4 as amended June 29, 1993; Amendment No. 5 as amended
           November 17, 1994; Amendment No. 6 as amended December 31,
           1996 (incorporated by reference to SMC's Annual Report on
           Form 10-K (File No. 0-20882) for the year ended December 31,
           1996).
10.24      Automatic Indemnity Reinsurance Agreement between the First
           International and The Guardian Insurance & Annuity Company,
           Inc. dated and effective January 1, 1996 (incorporated by
           reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1995).
10.25      Indemnity Retrocession Agreement between The Guardian
           Insurance & Annuity Company, Inc. and the Standard Life
           dated and effective January 1, 1996 (incorporated by
           reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1995).
10.26      Automatic Indemnity Reinsurance Agreement between The
           Guardian Insurance & Annuity Company, Inc. and the Standard
           Life dated and effective January 1, 1996 (incorporated by
           reference to SMC's Annual Report on Form 10-K (File No.
           0-20882) for the year ended December 31, 1995).
10.27      Administrative Services Agreement between First
           International and Standard Life dated and effective March
           18, 1996 (incorporated by reference to SMC's Annual Report
           on Form 10-K (File No. 0-20882) for the year ended December
           31, 1995).
10.28      Amended and Restated Revolving Line of Credit Agreement
           dated as of November 8, 1996 between SMC and Fleet National
           Bank (incorporated by reference to SMC's Quarterly Report on
           Form 10-Q (File No. 0-20882) for the quarter ended September
           30, 1996).
10.29      Note Agreement dated as of November 8, 1996 between SMC and
           Fleet National Bank in the amount of $16,000,000
           (incorporated by reference to SMC's Quarterly Report on Form
           10-Q (File No. 0-20882) for the quarter ended September 30,
           1996).
10.30      Amended and Restated Pledge Agreement dated as of November
           8, 1996 between SMC and Fleet National Bank (incorporated by
           reference to SMC's Quarterly Report on Form 10-Q (File No.
           0-20882) for the quarter ended September 30, 1996).
</TABLE>
<PAGE>   98
<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
EXHIBIT                                                                       PAGE
NUMBER                       DESCRIPTION OF DOCUMENT                         NUMBER
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<S>        <C>                                                             <C>
10.31      Revised Service Contract Agreement dated as of October 16,
           1995 and effective January 1, 1995 between Standard Life and
           Standard Marketing (incorporated by reference to SMC's
           Annual Report on Form 10-K (File No. 0-20882) for the year
           ended December 31, 1995).
10.32      Note Agreement dated as of November 8, 1996 by and between
           SMC and Great American Reserve in the amount of $4,000,000
           (incorporated by reference to SMC's Quarterly Report on Form
           10-Q (File No. 0-20882) for the quarter ended September 30,
           1996).
10.33      Senior Subordinated Convertible Note dated as of November 8,
           1996 by and between SMC and Great American Reserve in the
           amount of $4,000,000 (incorporated by reference to SMC's
           Quarterly Report on Form 10-Q (File No. 0-20882) for the
           quarter ended September 30, 1996).
10.34      Surplus Debenture dated as of November 8, 1996 by and
           between SMC and Standard Life in the amount of $13,000,000
           (incorporated by reference to SMC's Quarterly Report on Form
           10-Q (File No. 0-20882) for the quarter ended September 30,
           1996).
10.35      Portfolio Indemnify Reinsurance Agreement between Dixie
           National Life and Cologne Life Reinsurance Company dated and
           effective December 31, 1996 (incorporated by reference to
           SMC's Annual Report on Form 10-K (File No. 0-20882) for the
           year ended December 31, 1996).
11         Statement regarding computation of per share earnings
21.1       List of Subsidiaries of SMC
23.1       Consent of Ernst & Young LLP
23.2       Consent of KPMG Audit
24         Power of Attorney
27         Financial Data Schedule, which is submitted electronically
           pursuant to Regulation S-K to the Securities and Exchange
           Commission for information only and not filed.
</TABLE>