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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    --------------------------------------

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1999 or

             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from _______________ to _______________

                     Commission file number: 33-64820

                             AMERICO LIFE, INC.
          (Exact Name of Registrant as Specified in its Charter)

        Missouri                                      No. 43-1627599
(State of Incorporation)                   (I.R.S. Employer Identification No.)

             1055 Broadway                                64105
          Kansas City, Missouri                         (Zip Code)
 (Address of Principal Executive Offices)

        Registrant's telephone number including area code: (816) 391-2000

        Securities Registered Pursuant to Section 12(b) of the Act: None

        Securities Registered Pursuant to Section 12(g) of the Act: None

   Indicated 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.

           Shares of common stock outstanding as of March 24, 2000:
                10,000, none of which is held by non-affiliates.

                    Documents Incorporated by Reference: None

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<PAGE>

                                TABLE OF CONTENTS

  Item
                                     PART I

   1.     Business                                                       2
   2.     Properties                                                    12
   3.     Legal Proceedings                                             12
   4.     Submission of Matters to a Vote of Security Holders           13

                                     PART II

   5.     Market for Registrant's Common Equity and Related
          Stockholder Matters                                            14
   6.     Selected Consolidated Financial Data                           14
   7.     Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      15
  7A.     Quantitative and Qualitative Disclosure about Market Risk      25
   8.     Financial Statements and Supplementary Data                    25
   9.     Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                       25

                                    PART III

  10.     Directors and Executive Officers of the Registrant             26
  11.     Executive Compensation                                         27
  12.     Security Ownership of Certain Beneficial Owners and Management 28
  13.     Certain Relationships and Related Transactions                 28

                                     PART IV

  14.     Exhibits, Financial Statement Schedules and Reports on
          Form 8-K                                                       30



<PAGE>


                                     PART I

ITEM 1.     BUSINESS

General

     Americo Life,  Inc.  ("Americo" or the  "Company") is a financial  services
holding company whose  subsidiaries  are engaged in providing life insurance and
annuity  products  through its life insurance and asset  accumulation  operating
segments.  At December 31, 1999, the Company had  approximately  $3.6 billion of
invested  assets under  management and $44.5 billion of life insurance in force.
Americo  is   wholly-owned  by  Financial   Holding   Corporation   ("FHC"),   a
privately-owned corporation.

     The Company's  wholly-owned insurance subsidiaries are: Great Southern Life
Insurance  Company ("Great  Southern"),  United Fidelity Life Insurance  Company
("United  Fidelity"),  The College Life Insurance  Company of America  ("College
Life"),  National  Farmers  Union  Life  Insurance  Company  ("National  Farmers
Union"),  The Ohio State Life  Insurance  Company  ("Ohio  State") and Financial
Assurance Life Insurance Company ("Financial Assurance" or "FAL").

     In  addition,  the  Company  owns 100% of NAP  Partners,  Inc.  and Pension
Consultants and Administrators,  Inc., which are the marketing operations of the
Company's Americo Retirement Services ("ARS") operation.

     Historically,   the  Company's  focus  was  to  grow  principally   through
acquisitions.  This strategy has proven  successful,  providing the Company with
critical mass and a large, stable block of in force business. While acquisitions
have not been  abandoned  as a growth  strategy,  the Company has more  recently
focused on growth through new sales.  The Company's new business  strategy is to
develop innovative and competitive  products and expand distribution  sources in
its  existing   markets.   Additionally,   the  Company   intends  to  look  for
opportunities to expand into new markets.

     Presently,  the  Company's  new sales  activities  are  divided  into three
divisions,  Americo Individual Sales,  Americo  Retirement  Services and Americo
Preneed.  The first two are more  fully  described  in the "Life  Insurance  and
Annuity  Business"  section.  In 1999, the Company  created the Americo  Preneed
division to offer life  insurance  products  focused on  providing  benefits for
funeral  expenses of the  insured.  These  products  are sold through a group of
independent agents who have existing relationships with funeral homes in several
states.  Sales through the Americo Preneed division began in October and totaled
$2.2 million during 1999.

     In addition to the operations  described  above,  the Company  occasionally
makes financial investments in other businesses.  The Company has an investment,
in the form of a 50% interest, in Argus Health Systems, Inc. ("Argus"), which is
engaged in  prescription  drug claim  processing.  The Company also  wholly-owns
several real estate ventures.

     Acquisitions and Reinsurance Transactions

         As described  above,  acquisitions  and reinsurance  transactions  have
added  significantly  to the  Company's  growth.  Since  1988,  the  Company has
acquired  seven  companies  or blocks of  insurance  policies  and  continues to
investigate  acquisition  opportunities in the insurance industry. The principal
additions  were  College  Life in 1988,  Great  Southern in 1989,  Loyalty  Life
Insurance  Company  ("Loyalty  Life") and National  Farmers  Union in 1991,  The
Victory  Life  Insurance  Company  ("Victory  Life")  in 1995,  Ohio  State  and
Investors  Guaranty Life Insurance Company  ("Investors  Guaranty") in 1997, and
two  significant  reinsurance  transactions  in 1996 and 1995.  Victory Life was
merged into United Fidelity during 1998.


<PAGE>


     In October  1998,  the Company  entered  into a series of  transactions  to
acquire the 50% interest in College Insurance Group, Inc. ("CIG") not previously
owned by the Company.  Through the formation of CIG in 1993, the Company entered
into a joint  venture with an unrelated  individual  to promote the sale of life
insurance and annuity products in tax-qualified  markets. By acquiring the other
50%  of  the  joint  venture  and  the  related  marketing  entities  previously
wholly-owned by the individual,  the Company believes it can expand its presence
in the asset accumulation market, particularly the tax-qualified market.

     In certain transactions more fully described below, the Company has used an
unaffiliated  reinsurer  ("the  Reinsurer")  to reinsure  substantial  blocks of
insurance business that it has acquired.  Such transactions result in the policy
liabilities  and related  assets being  transferred to the Reinsurer in exchange
for a ceding  commission and  subsequently  being  reinsured to the Company on a
modified  coinsurance  basis. In these  transactions,  the assets supporting the
insurance liabilities are held in trust for the benefit of the Company.

     In 1995 and 1996,  the Company  entered into separate  agreements  with The
Ohio Casualty Insurance Company ("Ohio Casualty"),  Fremont General  Corporation
and the Reinsurer under which the direct  liabilities of The Ohio Life Insurance
Company  ("Ohio  Life") and Fremont Life  Insurance  Company  ("Fremont  Life"),
respectively,   were  reinsured  on  a  coinsurance  basis.  Pursuant  to  these
agreements, the Company services the life insurance and annuity policies of Ohio
Life and Fremont Life. At December 31, 1999,  these  agreements  covered  67,802
policies with associated liabilities totaling $507.8 million.

     On April 15, 1997,  the Company  acquired all of the  outstanding  stock of
Ohio State and Investors  Guaranty from Farmers Group, Inc. for a purchase price
of $345.4 million.  On April 16, 1997, Ohio State and Investors Guaranty entered
into  coinsurance  agreements to reinsure all of their insurance  liabilities to
the Reinsurer while retaining the administration of these policies.  At December
31,  1999,  the  policy   liabilities   associated  with  the  234,219  policies
administered totaled $638.3 million.

     The Company and the Reinsurer entered into modified coinsurance  agreements
to  reinsure  certain  risks on the Ohio  Life,  Fremont  Life,  Ohio  State and
Investors Guaranty insurance  policies.  The risks associated with the Ohio Life
and Fremont Life policies are  reinsured on a 100% quota share basis.  The risks
associated with the Ohio State and Investors  Guaranty policies are reinsured on
a 70% quota share basis. The modified  coinsurance  agreements  provide that the
assets  related to the reinsured  policies are to be retained by the  Reinsurer.
The Company  began  directly  assuming  certain of the policies of Fremont Life,
Ohio Life and Investors Guaranty in 1996, 1997 and 1999, respectively.

     In August  1997,  Great  Southern  sold the stock of Loyalty Life for $12.2
million  resulting  in a $4.8 million gain before  income  taxes.  Prior to this
sale, several of the Company's  insurance  subsidiaries  entered into agreements
with Loyalty Life for the assumption of Loyalty Life's insurance liabilities. As
of the  date of sale,  Loyalty  Life  had  assets  totaling  $32.4  million  and
liabilities totaling $20.0 million.

     In May 1998, Great Southern sold the stock of Investors  Guaranty for $14.8
million,  resulting in a $4.9 million gain before income taxes.  The reinsurance
agreements  with the  Reinsurer  are  unaffected  by the sale. As of the date of
sale,  Investors  Guaranty had assets  totaling  $10.3  million and  liabilities
totaling $0.4 million.

Life Insurance and Annuity Business

     The  Company's  insurance  business  is  divided  into two  segments:  life
insurance  operations  and asset  accumulation  operations.  The life  insurance
operations  consist  primarily of insurance and annuity business acquired by the
Company and is  supplemented  by new life  insurance  business  sold through its
Americo  Individual  Sales ("AIS")  division and Americo Preneed sales division.
The life insurance  operations  generated $396.0 million of revenues,  or 86% of
total Company  revenues,  in 1999. The Company's asset  accumulation  operations
consist of annuity  products sold through the Company's ARS division.  The asset
accumulation  operations  generated  $42.6  million,  or  9%  of  total  Company
revenues,  in 1999 and have grown at a compound annual growth rate of 84.3% over
the last three years.  Policy liabilities and the number of policies in force as
of December 31, 1999 for the Company's segments are summarized below.

<PAGE>

<TABLE>

                                                                        Asset Accumulation
                                                     Life Insurance         Operations
                                                       Operations                                   Total
                                                                      (Dollars in thousands)
<S>                                                   <C>                  <C>                  <C>
Policyholder account balances:
     Universal life                                    $   1,445,899        $      31,328        $   1,477,227
     Annuities                                               588,679              533,721            1,122,400
                                                       -------------        -------------        -------------
                                                       $   2,034,578        $     565,049        $   2,599,627
                                                       =============        =============        =============

Reserves for future policy benefits                    $     822,940        $           -        $     822,940
                                                       =============        =============        =============

Policies in force                                            860,800               88,649              949,449
                                                       =============        =============        =============
</TABLE>

     Information  concerning  reported  revenues and income before provision for
income taxes from the Company's  operating segments is set forth in Item 7 under
"Results of Operations-Segment Results" and in Note 12 of the Company's Notes to
Consolidated Financial Statements.

     The following  table shows the Company's  collected  premiums  during 1999,
1998 and 1997 by product category.

<TABLE>
                                                                 Premiums Collected
                                                                for periods indicated

                                 ------------------------------------------------------------------------------------
                                       Life Insurance Operations                   Asset Accumulation Operations
                                 --------------------------------------        --------------------------------------

                                  First Year     Renewal        Total       First Year     Renewal         Total
                                 ------------- ------------- ------------- ------------- ------------- --------------

                                                              (in thousands of dollars)
<S>                             <C>           <C>            <C>          <C>            <C>           <C>
Year ended
December 31, 1999
Traditional                           14,370        81,444        95,814         1,672             -         1,672
Interest-sensitive                    26,603       176,313       202,916         5,034        12,751        17,785
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Total life                         40,973       257,757       298,730         6,706        12,751        19,457
Annuities                             27,471         6,028        33,499       156,814        43,901       200,715
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums        68,444       263,785       332,229       163,520        56,652       220,172
                                 -----------   -----------                 -----------   -----------
   Less ceded premiums                                           (64,504)                                      (51)
                                                             -----------                                ----------
   Total                                                         267,725                                   220,121
                                                             ===========                               ===========

Year ended
December 31, 1998
Traditional                           13,411        84,929        98,340           915             -           915
Interest-sensitive                    36,455       185,374       221,829         6,152         6,840        15,992
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Total life                         49,866       270,303       320,169         7,067         9,840        16,907
Annuities                             18,979         6,377        25,356        40,491        45,975        86,466
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums        68,845       276,680       345,525        47,558        55,815       103,373
                                 -----------   -----------                 -----------   -----------
   Less ceded premiums                                           (73,786)                                  (52,752)
                                                             -----------                                ----------
   Total                                                         271,739                                    50,621
                                                             ===========                               ===========

Year ended
December 31, 1997
Traditional                           10,608        87,607        98,215           576             -           576
Interest-sensitive                    39,601       166,917       206,518         4,923         6,467        11,390
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Total life                         50,209       254,524       304,733         5,499         6,467        11,966
Annuities                             18,654         6,068        24,722        57,846        38,625        96,471
                                 -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums        68,863       260,592       329,455        63,345        45,092       108,437
                                 -----------   -----------                 -----------   -----------
   Less ceded premiums                                           (61,556)                                  (75,603)
                                                             -----------                                ----------
   Total                                                         267,899                                    32,834
                                                             ===========                               ===========
</TABLE>



<PAGE>


Americo Individual Sales

     The Company's principal  distribution channels for AIS products are through
independent agents. Although the Company does not employ these agents, each is a
party to a general  agency  agreement  which  governs  the terms of the  agent's
relationship  with the Company.  The Company manages these agents either through
its Regional Vice President  (RVP)  operation or through  Independent  Marketing
Organizations  (IMO's).  The Company  has a Career  Partners(TM)  program  which
builds  long-term  relationships  between the Company and  individual  agents by
providing benefits in addition to commissions to reward production and longevity
in the  program.  This program  includes  agents in both the RVP  operation  and
IMO's.

     The RVP operation  uses  independent  agents  recruited and managed by five
Regional Vice Presidents who are Company employees.  Approximately 275 producing
agents are licensed with the Company  through this  operation.  Sales  generated
through the RVP  operation in 1999  amounted to $9.3  million,  or 31%, of total
individual  sales. The Company intends to expand its RVP operation by recruiting
additional agents.

     The Company's IMO operation  consists of approximately 20 large independent
organizations  that sell the Company's  products  through  agents  recruited and
managed by the IMO. Total sales through IMO's amounted to $18.1 million in 1999,
or 61%, of total  individual  sales.  Ten IMO's  accounted  for 63% of the sales
generated  from the IMO  operation.  The  Company's  strategy  is to enter  into
additional IMO relationships to expand its sales in this operation.

     The Company's AIS division  offers a variety of life  insurance and annuity
products  primarily  focused on life insurance sold to individuals.  The Company
offers a portfolio of  interest-sensitive  whole life,  universal  life and term
products.  The Company  also  offers  equity-indexed  annuities  and some single
premium and flexible premium annuities. In 1999, the Company revised its product
portfolio to improve  competitiveness  in the  marketplace  with respect to both
consumers and agents with a new view toward generating additional sales growth.

Americo Retirement Services

     Recognizing  the  growth  potential  in  the  sale  of  asset  accumulation
products, the Company increased its presence in this market with the acquisition
of the  remaining 50% interest in its CIG joint  venture  described  above under
"Acquisition  and  Reinsurance  Transactions".  Following the  acquisition,  the
Company created the ARS division.  The ARS division focuses on the sale of asset
accumulation products,  principally tax-qualified life and annuity products sold
under Section 403(b) of the Internal  Revenue Code.  These products are marketed
to public school teachers and  administrators  through a specialized field force
of "managed  agents" and  independent  producers.  The ARS operation also offers
annuity products to individuals in the senior market through  independent  sales
organizations.  The senior market,  generally  considered to include individuals
over age 55, is expected to experience double digit annual growth resulting from
a number of factors,  including  consumer  concerns  over the adequacy of Social
Security and pension plans and the aging of the consumer population.

     In 1999,  the Company  introduced  its Managed  Agent Program (MAP) whereby
previously  independent agents became employees of the Company compensated on an
incentive  basis.  The Company believes this change allows it to better recruit,
retain and train its sales  force.  Sales from MAP totaled  $19 million  (12% of
total ARS sales) in 1999. Sales through the independent  producers amounted $143
million  in 1999 (88% of total ARS  sales).  Total  sales  generated  by the ARS
operation has increased from $15 million in 1993 to $162 million in 1999.

     The Company offers a variety of life and annuity  products  through the ARS
division.  The Company's life insurance  products consist of  interest-sensitive
whole life and universal life products.  The Company's  annuity products consist
of equity-indexed,  single premium and flexible premium annuities.  In 1999, the
Company introduced a series of equity-indexed  products which accounted for $120
million of sales through the ARS operation in 1999. The equity-indexed  products
include an interest credit component which is based on changes in the Standard &
Poor's 500 Index.


<PAGE>



Operations

     An integral part of the Company's philosophy is to improve profitability by
operating at the lowest  achievable  cost level  consistent  with providing good
service.  Over the  years,  the  Company  has made  decisions  to (i)  invest in
technology,   (ii)  centralize   certain  functions  and  (iii)  outsource  data
processing.

     The Company has made  significant  investments  in  technology to lower its
operating  costs.  Its  use of  digital  imaging  technology  has  substantially
eliminated the typical  paper-intensive  life insurance  processing  procedures,
resulting in lower operating  costs,  improved  customer service and an improved
working environment. As part of the imaging technology, the Company uses a third
party system called  Automated Work  Distributor to control workflow and perform
other  functions  designed to increase  efficiency.  As the  investment  in this
technology  is  relatively  fixed,  the Company  has been able to leverage  this
investment by increasing the number of policies administered.

     In order to more effectively manage its various insurance  operations,  the
Company has consolidated certain common functions into its Kansas City, Missouri
offices.  These centralized  functions include product  development,  marketing,
finance,  investment  management,  data  processing,  personnel  and  regulatory
compliance.   The  Company  believes  that  this  approach  allows  it  to  more
effectively manage the business and, by eliminating duplicate functions,  reduce
operating  costs and improve returns on acquired  business.  In order to provide
capital for anticipated  expenses associated with expanding sales in the ARS and
Preneed markets,  the Company has reviewed the levels of general expenses in all
of its operating and corporate  departments.  The Company has identified sources
of expense  savings  through  increased  cost controls  which should benefit the
Company beginning in 2000.

     The Company  has  outsourced  its data  processing  requirements,  with the
exception of local area  networks,  through  contracts  entered into by FHC. The
principal such contract is with Computer  Sciences  Corporation  ("CSC"),  which
provides all of the  Company's  data  processing  needs.  By  outsourcing  these
functions,  the Company  believes it has reduced  operating costs by eliminating
the fixed costs  associated  with a data  processing  function  and improved its
ability to increase its policyholder  base without  significant  investment.  In
addition, the use of a vendor such as CSC provides the Company access to current
technology  and a higher caliber of staff than it might be able to employ on its
own.

Investments

     A significant  factor  contributing to the Company's  profitability  is its
ability  to earn  investment  income  sufficient  to provide  for its  insurance
liabilities  and  generate  a  profit.  A  portfolio  composed   principally  of
fixed-rate  investments  that  generate  predictable  yields backs the Company's
insurance  liabilities.  The yields on the Company's  investments vary over time
depending  on the  current  interest  rate  environment,  the  spread  at  which
fixed-rate  investments  are priced over the yield curve and other factors.  FHC
manages the Company's invested assets as described under the heading "Agreements
with FHC" in Item 13  appearing  elsewhere  in this  Form  10-K.  The  Company's
investment  philosophy is conservative  with an emphasis on balancing credit and
interest  rate  risk  and  is  influenced   by   regulatory   requirements   and
asset-liability management principles.

     The Company's insurance subsidiaries are governed by insurance statutes and
regulations  which restrict the type of  investments  they are permitted to make
and the  amount  of funds  that may be used for any one type of  investment.  In
compliance with these  regulations and consistent with the Company's  investment
philosophy,  the Company invests  principally in investment grade securities (as
rated by  nationally  recognized  rating  organizations).  At December 31, 1999,
98.1% of the Company's fixed-rate  investments were investment grade. There were
no securities which were in default as to principal or interest.

     A goal of the Company's investment strategy is to provide liquidity for its
insurance  liabilities.  Through  computer-based  models,  the Company  conducts
studies  of the cash flow  characteristics  of its  liabilities  using  numerous
interest  rate  scenarios.  The Company  uses this  information  to assist it in
managing  the  duration of its asset  portfolio  so that it  corresponds  to the
duration of its liabilities.


<PAGE>



     The  Company's  general   investment   philosophy  is  to  hold  fixed-rate
securities for long-term  investment.  Thus, the Company does not have a trading
portfolio.  However,  its fixed-rate  portfolio is divided into those securities
being held to maturity and those  available for sale.  The primary  factor which
influences the Company's  decision to  characterize  its  investments as held to
maturity is the cash flow requirements of the Company's liabilities.  Securities
have been categorized as available for sale except for those securities that the
Company  has the intent  and the  ability  to hold  until  maturity.  Securities
designated  as available  for sale include those that may be sold in response to
changes  in  interest  rates,  changes  in  prepayment  risk,  liquidity  needs,
management of taxable income and similar economic factors.

    The carrying amounts of the Company's  investments at December 31, 1999 were
as follows:
<TABLE>

                                                                                            Total
                                                               Held to      Available     Carrying
                    Investment Category                      Maturity (1)  for Sale (2)     Amount      Percentage
                    -------------------                      ------------     ---------     ------      ----------
                                                                                 (in thousands)
<S>                                                         <C>           <C>           <C>                <C>
Fixed maturities:
   U.S. Treasury and government securities                   $     2,366   $    27,529   $    29,895        1.2
   Mortgage-backed securities:
     Collateralized mortgage obligations                         226,353       105,717       332,070       13.4
     Pass-through certificates:
       GNMA                                                       19,380        58,337        77,717        3.1
       FHLMC                                                       1,407           265         1,672        0.1
       FNMA                                                          738        14,232        14,970        0.6
       Other agency                                                4,938         9,483        14,421        0.6
   Other asset-backed securities                                  29,305        83,897       113,202        4.5
   Corporate bonds                                               568,421       626,537     1,194,958       48.1
                                                             -----------   -----------   -----------   --------

       Total fixed maturities                                $   852,908   $   925,997   $ 1,778,905       71.6
                                                             ===========   ===========   -----------

Equity securities                                                                             73,448        3.0
Investment in equity subsidiaries                                                             12,141        0.5
Mortgage loans on real estate                                                                227,601        9.2
Investment real estate                                                                        28,516        1.1
Policy loans                                                                                 209,979        8.4
Cash and cash equivalents                                                                    122,788        4.9
Other invested assets                                                                         30,429        1.3
                                                                                         -----------   --------

       Total cash and invested assets                                                    $2,483,807       100.0
                                                                                         ==========    ========

------------------------------------------------------------

(1)     Carrying  amount is amortized  cost.  The market value of held to maturity  securities at December 31, 1999
       was $821.3 million.
(2)     Carrying  amount is market value.  The amortized cost of available for sale securities at December 31, 1999
       was $985.9 million.
</TABLE>

     See  Note 4 of the  Notes to  Consolidated  Financial  Statements,  and the
discussion  under  the  heading  "Investment  Portfolio"  in  Item  7  appearing
elsewhere  in  this  Form  10-K  for  information   about  the  composition  and
performance of the Company's investment portfolio and the risks inherent in such
investments.

     In addition to the  investments  owned by the Company  which are  described
above,  certain investments  supporting the Company's insurance  liabilities are
held by the  Reinsurer.  These  investments  are  managed by FHC.  The  carrying
amounts of these investments at December 31, 1999 were as follows:


<PAGE>


<TABLE>

                                                                     Total Carrying
                                                                         Amount                  Percentage
<S>                                                                 <C>                          <C>
Fixed maturities:
     U.S. Treasury and government securities                         $       67,292                   7.0
     Mortgage-backed securities                                             144,195                  15.0
     Other asset-backed securities                                          110,551                  11.5
     Corporate bonds                                                        581,794                  60.5
                                                                     --------------               -------

         Total fixed maturities                                      $      903,832                  94.0
                                                                     --------------               -------

Cash                                                                         57,478                   6.0
                                                                     --------------               -------

         Total cash and invested assets                              $      961,310                 100.0
                                                                     ==============               =======
</TABLE>

Non-Insurance Operations

     From time to time,  the Company makes  selective  investments in businesses
outside of the life insurance  industry.  The primary investments of this nature
owned at December 31, 1999 were the investments in Argus, which is accounted for
using the equity method, and in real estate ventures.  The Company's investments
in Argus  and the real  estate  ventures  collectively  comprise  the  Company's
non-insurance operations segment.

     Argus:  The  Company  and an  unrelated  third  party each own a 50% equity
interest  in  Argus.   Argus  is   principally   engaged  in  the   business  of
electronically processing prescription drug claims, including providing services
in connection  with the  point-of-sale  adjudication,  processing and payment of
these  claims.   Argus'   principal   customers   include   health   maintenance
organizations,  preferred provider organizations, health insurance companies and
managed health  companies.  For 1999, Argus generated  revenues of $37.1 million
and processed over 150 million claims compared with 134 million claims processed
in 1998, an increase of 12%. At December 31, 1999, Argus had  approximately  261
full-time  employees and maintains  its corporate  headquarters  in Kansas City,
Missouri.  Currently,  there are less than 15 prescription drug claim processors
in the managed care business. Argus faces increasing competition from other drug
claim  processors  and  customers  choosing  to  perform  their  own drug  claim
processing.

     Real Estate Ventures:  The Company manages ten investment properties with a
carrying  value of $25.0  million  including  office  space,  retail  space  and
apartments  principally  located in Texas and  Missouri.  In 1998 and 1997,  the
Company disposed of several of the properties for gains of $3.1 million and $5.1
million,  respectively.  There were no such sales during 1999. The proceeds from
these sales have been reinvested in similar properties.

Reinsurance

     In keeping with industry  practices,  the Company reinsures portions of its
life  insurance   exposure  with   unaffiliated   reinsurance   companies  under
traditional indemnity reinsurance agreements. Generally, the Company enters into
indemnity  reinsurance  arrangements  to  diversify  its risk  and to limit  its
maximum  loss on risks  that  exceed  the  Company's  policy  retention  limits,
currently ranging from $50,000 to $350,000 per life.  Additionally,  the Company
has  certain  products  on which  it  reinsures  a  significant  quota  share to
unaffiliated reinsurers in order to improve the profitability of these products.
Indemnity  reinsurance does not fully discharge the Company's  obligation to pay
policy claims on the reinsured  business.  The Company  remains  responsible for
policy claims to the extent the reinsurer fails to pay such claims.  At December
31, 1999, the Company had ceded to reinsurers  approximately  $6.4 billion (19%)
of life insurance in force, of which 97% was reinsured with insurance  companies
rated "A (Excellent)" or better by A.M. Best.  Approximately $2.4 billion of the
insurance in force was ceded to a single reinsurer, which was rated "A+" by A.M.
Best.  The Company  evaluates  the  financial  strength of its  reinsurers  upon
inception of a reinsurance treaty and on an annual basis thereafter.


<PAGE>


     The Company has entered into several  coinsurance and modified  coinsurance
agreements with the Reinsurer with related insurance  liabilities  totaling $1.1
billion at December 31, 1999.The Reinsurer is rated "AAA" by Standard and Poor's
and  "A++"  by  A.M.   Best.  See  "Business:   Acquisitions   and   Reinsurance
Transactions" described above.

     Certain of the insurance  subsidiaries  of the Company have ceded blocks of
insurance  under  financial  reinsurance  treaties  which  have  the  effect  of
increasing the statutory surplus of the Company. As a result of such reinsurance
transactions,  the Company has increased its statutory  surplus after the effect
of income taxes by  approximately  $14.0 million;  however,  the effect of these
reinsurance  treaties  is not  included in  stockholder's  equity of the Company
presented in accordance with generally accepted accounting  principles ("GAAP").
Financial  reinsurance increases the ceding insurer's statutory surplus with the
expectation that such increased surplus will be returned to the reinsurer out of
future  earnings,  if any,  and  guarantees  the  reinsured  against  any future
statutory losses, if any, on the policies reinsured. The ability of an insurance
subsidiary  to pay  dividends  to  Americo  may  be  adversely  affected  by the
reduction in statutory  earnings caused by reductions in the outstanding  levels
of  financial  reinsurance.  The risk fees paid to the  reinsurers  under  these
financial  reinsurance  treaties  totaled  $0.6 million and $0.5 million for the
years ended December 31, 1999 and 1998, respectively. See Note 6 of the Notes to
the  Consolidated  Financial  Statements  of  the  Company  included  in  Item 8
appearing elsewhere in this Form 10-K.

Competition and Ratings

     The  financial  services  industry in which the Company  operates is highly
competitive.  The Company competes with a large number of other insurers as well
as  non-insurance  financial  services  companies,  such  as  banks,  investment
advisors, mutual fund companies and other financial institutions,  some of which
have greater financial  resources,  offer alternative products and, with respect
to other insurers,  have higher ratings than the Company.  National banks,  with
their  preexisting  customer  bases for financial  services  products,  may pose
increasing  competition in the future to insurers who sell annuities,  including
the  Company,  as a  result  of  the  U.S.  Supreme  Court's  1994  decision  in
NationsBank of North Carolina v. Variable Annuity Life Insurance  Company.  That
decision  permits  national  banks to sell  annuity  products of life  insurance
companies in certain circumstances.

     On   November   12,   1999,   President   Clinton   signed   into  law  the
Gramm-Leach-Bliley  Act  of  1999,  implementing   fundamental  changes  in  the
regulation  of the  financial  services  industry  in the U.S.  The Act  permits
mergers that combine  commercial banks,  insurers and securities firms under one
holding company.  Under the Act, national banks retain their existing ability to
sell  insurance  products  in some  circumstances.  In  addition,  bank  holding
companies that qualify and elect to be treated as "financial  holding companies"
may engage in activities, and acquire companies engaged in activities,  that are
"financial"  in nature or  "incidental"  or  "complementary"  to such  financial
activities,  including  acting as  principal,  agent or broker in selling  life,
property and casualty and other forms of insurance and annuities. Under the Act,
no state may prevent or interfere with affiliations  between banks and insurers,
insurance  agents or brokers,  or the  licensing  of a bank or  affiliate  as an
insurer or agent or broker.  Until  passage of the  Gramm-Leach-Bliley  Act, the
Bank Holding  Company Act of 1956, as amended,  had restricted  banks from being
affiliated with insurers.  With the passage of the Gramm-Leach-Bliley Act, among
other things, bank holding companies may acquire insurers, and insurance holding
companies may acquire banks. The ability of banks to affiliate with insurers may
materially  adversely affect all of the Company's product lines by substantially
increasing the number, size and financial strength of potential competitors.

     The Company believes that the principal  competitive factors in the sale of
life insurance and asset  accumulation  products are product  features,  product
flexibility,  product pricing and crediting rates,  commission  structure,  high
credit standing and perceived stability of insurer,  and service provided to the
policyholder.  The  Company  believes  that its  ability to  compete  with other
insurance  companies is dependent  upon its ability to attract and retain agents
to market its insurance products and its ability to develop competitive products
that are also  profitable.  Nationally,  the  number  of  licensed  agents is in
decline;  however,  the Company has implemented its Career Partners(TM)  program
and MAP to secure its relationships with existing agents and attract new agents.
The Company  also  competes  with other  entities in  acquiring  life  insurance
companies  and  blocks of  insurance  business.  The  acquisition  of  insurance
companies or blocks of business is extremely competitive.  Many of the companies
with which the  Company  competes  have a stronger  capital  position as well as
better access to the capital markets.


<PAGE>



     A primary  factor in a  company's  ability  to compete in the sales of life
insurance  business  and the  acquisition  of life  insurance  companies  is the
ratings it receives from various rating agencies.  Two of the Company's  primary
marketing   subsidiaries,   Great  Southern  and  College  Life,  are  rated  "A
(Excellent)"  by A.M. Best and have a claims paying ability rating of "A (Good)"
from  Standard  and  Poor's  Corporation  ("S&P").   Ohio  State  is  rated  "A-
(Excellent)"  by A.M.  Best and has a claims  paying  ability  rating  of "BBBpi
(Good)" from S&P. National Farmers Union is rated "B+ (Very Good)" by A.M. Best.
While  ratings  do not  constitute  recommendations  to buy or sell a  company's
insurance  products,  and are subject to change or withdrawal at any time,  they
are considered an important measurement in some markets.

Regulation

     All of the Company's life insurance  company  subsidiaries are domiciled in
Texas.  One or more of the  life  insurance  subsidiaries  is  licensed  to sell
insurance in the District of Columbia and all states, except New York.

     General Regulation.  The Company is subject to comprehensive  regulation in
the various  states in which it is authorized to conduct  business.  The laws of
these states establish  supervisory agencies with broad regulatory authority to,
among  other  matters,  grant and  revoke  licenses  for  transacting  business,
regulate trade practices, establish reserve requirements,  regulate the form and
content of policies, and prescribe the type and amount of investments permitted.
These supervisory agencies periodically examine the business and accounts of the
Company's  insurance  subsidiaries  and  require  them to file  detailed  annual
statements prepared in accordance with statutory accounting practices.

     Increased scrutiny has been placed upon the insurance regulatory framework,
and a number  of state  legislatures  have  considered  or  enacted  legislative
proposals that alter,  and in many cases  increase,  state authority to regulate
insurance companies and their holding company systems. In addition, although the
federal government  generally does not directly regulate the insurance business,
federal  initiatives  often have an impact on the business in a variety of ways.
Current  and  proposed  federal  measures  that  may  significantly  affect  the
insurance  business  include  limitations  on  antitrust  immunity  and  minimum
solvency  requirements.  For a discussion of the Gramm-Leach-Bliley Act of 1999,
permitting  affiliations between banks and insurers,  see  "Business-Competition
and Ratings".  The NAIC has also taken  initiatives to reduce insurance  company
insolvencies and market conduct violations.  Most recently, the NAIC has adopted
the Codification of Statutory Accounting Principles for life insurers,  which is
to become effective on January 1, 2001. A detailed  analysis has determined that
the adoption of  Codification  will not have a materially  adverse impact on the
statutory results of operations and statutory financial position of the Company.
Also,  the NAIC has  adopted  a  revision  to the  Valuation  of Life  Insurance
Policies Model Regulation (known as XXX Regulation). This model regulation would
establish new minimum statutory reserve requirements for certain individual life
insurance  policies written in the future.  Before the new reserve standards can
become  effective,  individual  states must adopt the  regulation.  The State of
Texas adopted XXX Resolution effective January 1, 2000. The Company modified
certain of its products during 1999 in response to XXX Regulation.  It is not
possible to predict  the future  impact of  changing  state and  federal
regulation  on the operations of the Company and its insurance subsidiaries.

     Under  applicable  state  insurance  laws,  all of the Company's  insurance
subsidiaries  are  required  to  maintain  minimum  levels of capital  stock and
statutory  surplus.  The capital and surplus of each of the Company's  insurance
subsidiaries  exceeds  the  minimum  requirements.  In  addition,  each  of  the
Company's insurance subsidiaries is subject to the supervision of the regulators
of each state in which it is licensed.  Such regulators  have the  discretionary
authority, in connection with the continual licensing of any such subsidiary, to
limit or  prohibit  new  issuances  of business to  policyholders  within  their
jurisdiction  when, in their  judgement,  such  regulators  determine  that such
subsidiary is not maintaining adequate statutory surplus or capital. The Company
does not believe the current or anticipated  levels of statutory  surplus of its
insurance  subsidiaries  present a material risk that any such  regulator  would
limit the amount of new insurance business that an insurance  subsidiary intends
to issue.


<PAGE>



     Holding Company Regulations. Substantially all states also regulate members
of insurance  holding  company  systems.  FHC is registered as a holding company
system  pursuant to such  legislation in Texas.  The insurance  holding  company
statutes regulate certain  transactions among affiliates,  including the payment
of  dividends  by an  insurance  company to its parent.  Generally,  without the
consent of the domiciliary state's insurance commissioner,  an insurance company
may  not pay  dividends  to its  parent  in  excess  of the  greater  of (i) the
insurer's  prior year  statutory  net gain from  operations,  or (ii) 10% of its
prior year ending statutory capital and surplus. Dividends may be paid only from
statutory  earned  surplus as determined  by the Texas  Department of Insurance.
Generally,   state  laws  require  an  insurance  company  to  file  a  dividend
notification prior to payment of ordinary dividends.

     Under Texas  regulations,  interest and principal on surplus debentures may
be paid only with prior approval of the Texas  Department of Insurance.  Surplus
debentures  issued by United Fidelity contain payment  schedules which have been
approved by the Texas Department of Insurance.  Therefore,  United Fidelity does
not require  approval from the Texas Department of Insurance for each payment of
principal and interest unless such payments differ from the approved schedule.

     Risk-Based  Capital  Requirements.  The NAIC's  risk-based  capital ("RBC")
rules are used to  evaluate  the  adequacy of  statutory  capital and surplus in
relation to a company's  investment and insurance risks. The RBC formula is used
by the states as an early warning tool to identify  under-capitalized  companies
for the  purpose of  initiating  regulatory  action.  Generally,  action will be
triggered when the ratio of a company's total adjusted  capital  (defined as the
total of its statutory capital,  surplus and asset valuation reserve ("AVR")) to
its Authorized  Control Level RBC (the "RBC Ratio") falls below 200%. Based upon
the Company's  calculations,  all of its insurance  subsidiaries  had RBC ratios
exceeding 200% at December 31, 1999.

     Texas  has its own RBC  requirements,  the  stated  purpose  of which is to
require a  minimum  level of  capital  and  surplus  to  absorb  the  financial,
underwriting and investment risks assumed by an insurer. The Commissioner of the
Texas  Department of Insurance has the power to take corrective  actions similar
to those in the NAIC's  model act if a company  does not  maintain  the required
minimum  level of capital and  surplus.  At December  31,  1999,  the  Company's
insurance subsidiaries' exceeded these requirements.

     There can be no assurance that  insurance-related laws and regulations will
not become more  restrictive  in the future and thereby have a material  adverse
effect on the  operations  of the  Company or on the  ability  of the  Company's
subsidiaries to make payments on the surplus  debentures or to pay dividends and
thus on the Company's ability to service its debt.

Employees

     At  March 1,  2000,  Americo  and its  wholly-owned  subsidiaries  employed
approximately 661 persons.


<PAGE>


ITEM 2.    PROPERTIES

     The  principal  executive  offices  of the  Company  are  located  at  1055
Broadway,  Kansas City,  Missouri  64105 and the Company's  telephone  number is
(816) 391-2000.

     The principal  operations of the insurance  subsidiaries are conducted from
Kansas City,  Missouri and Dallas,  and Austin,  Texas. The Company's  locations
include  leased office space  located at 1055  Broadway,  Kansas City,  Missouri
64105 and 333 West 11th Street,  Kansas City,  Missouri 64105.  These properties
are leased from Broadway Square  Partners,  a Missouri limited  partnership,  of
which a  corporation  controlled by a related party is a partner as described in
the "Certain  Relationships and Related Transactions" section included elsewhere
in this Form 10-K.  The leases  expire on August 31,  2010 and August 31,  2013,
respectively.

     The Company occupies leased office space located at 500 N. Akard, Dallas,
Texas 75221. The lease expires in June 2007.

     The Company also  occupies  leased  office space located at 3755 Capitol of
Texas Highway South,  Austin, Texas 78704. The two leases related to this office
space expire in May 2001 and 2003.

ITEM 3.    LEGAL PROCEEDINGS

      Great Southern is a defendant in four purported class action lawsuits that
were consolidated in May 1998 for multidistrict  litigation pretrial proceedings
in the U.S.  District  Court  for the  Northern  District  of Texas (In re Great
Southern Life  Insurance  Company Sales  Practice  Litigation).  These  lawsuits
allege deceptive sales practices in the marketing of Great Southern's whole life
and  universal  life  insurance  policies  and  seek  unspecified  compensatory,
punitive  and/or  treble  damages.  On March 14, 2000,  the court filed an order
certifying a class of all current and former  owners of "excess  interest  whole
life and/or  universal  life"  policies  issued from 1982  through  1997.  Great
Southern has petitioned the Fifth Circuit Court of Appeals for immediate  review
of this ruling. Additionally, on August 13, 1998, a fifth purported class action
lawsuit also alleging deceptive sales practices was filed against Great Southern
in state court in Dallas,  Texas (Ebling v. Great  Southern Life  Insurance Co.,
68th District  Court,  Dallas County,  Texas.) This case has been stayed pending
final resolution of the class certification  issue in the federal  multidistrict
litigation case mentioned above.

      On July 16,  1998,  Great  Southern,  Fremont Life  Insurance  Company and
Fremont General Corporation (collectively "Fremont") were named as defendants in
a purported  class action lawsuit  arising out of the sale of, and imposition of
surrender  charges under,  deferred annuity  contracts  (Gularte v. Fremont Life
Ins. Co., et al., Los Angeles Superior Court, Los Angeles, California). On April
2, 1999, the court entered judgment dismissing with prejudice the action against
Great Southern and all other defendants.  On September 15, 1999, plaintiff filed
a notice of appeal from the judgment to the California Court of Appeals.

      Great  Southern and the  Company,  together  with one of Great  Southern's
general  agents,  Great  American  Life  Underwriters   ("GALU"),   Entrepreneur
Corporation,  Mercantile Life Insurance Company,  American Planning  Corporation
and various  individuals,  including  certain officers of Great Southern and the
Company,  are named defendants in an action that was certified as a class action
on April 28, 1998 (Thibodeau et al. v. Great American Life Underwriters, et al.,
District Court, Dallas County,  Texas). The certification ruling was affirmed by
the Texas Court of Appeals on or about April 30, 1999.  The class  members,  who
were life  insurance  agents  for GALU,  allege  that  they  were  defrauded  by
defendants into  surrendering  renewal  commissions in return for the promise of
stock ownership in an unrelated company (Entrepreneur Corporation) to be made
public at some point in the future. Plaintiffs' petition seeks monetary damages
from the defendants in an unspecified amount.  However, in mediation and
discovery,  the plaintiffs  have  stated  that  their  actual  damages  claimed
will  be in the multimillion  dollar range.  Plaintiffs  also seek exemplary
and treble damages. The case is currently set for trial during the week of
May 22, 2000.

      On October 20, 1998, a purported  class action  lawsuit was filed  against
Great Southern, Credit Card Services, Inc., First Madison Bank and certain other
defendants  (McCulley v. Great  Southern Life  Insurance  Company,  et al., U.S.
District  Court  for  the  Northern   District  of  Texas),   alleging   various
misrepresentations  in connection  with the marketing of credit cards secured by
universal  life  insurance  policies  issued by Great  Southern.  The suit seeks
actual,  exemplary and treble damages in an unspecified amount. The parties have
agreed to a settlement  under which Great Southern will pay the class  counsel's
fees and  expenses  in an amount to be set by the  court and will  provide  free
insurance for one year to class members who timely submit an  application  for a
new   universal   life  policy  and  satisfy   Great   Southern's   underwriting
requirements.  A hearing on the proposed  settlement,  which is subject to court
approval,  is  scheduled  for April 18,  2000.  The cost of the  settlement,  if
approved, cannot be determined at this time.

      On July 2, 1999, a purported  class action lawsuit  (Notzon v. The College
Life Insurance  Company of America,  et al., 111th District Court,  Webb County,
Texas) was filed  against the  Company,  The College Life  Insurance  Company of
America and several of its  officers,  directors and other  affiliated  parties,
several  other  subsidiaries  of  the  Company  and  several  other  defendants.
Plaintiff's claims against the various defendants include allegations of various
misrepresentations,  deceptive  trade  practices  and  statutory  violations  in
connection with the marketing and  administration  of deferred  annuity and life
insurance  products sold to school  teachers and others.  The suit seeks actual,
rescissory,  treble and punitive damages,  as well as injunctive and declaratory
relief.  The suit  initially  was removed to federal  court but was  remanded to
state court.

      On October 21, 1999, a purported  class action  lawsuit was filed  against
Great Southern in Orange County Superior Court, California (Alexander v. Fremont
General  Corporation,  Fremont  Life  Insurance  Co.  and  Great  Southern  Life
Insurance Co.). Plaintiff alleges  misrepresentations and other wrongful conduct
in connection  with the imposition of increased cost of insurance  charges under
certain  universal  life  policies  assumed or issued by Fremont Life  Insurance
Company, and which were subsequently  assumed by Great Southern.  The suit seeks
actual and punitive damages, as well as injunctive and restitutionary relief and
an accounting.

      On August 16, 1999,  a purported  class  action  lawsuit  (Pritzker v. The
College Life Insurance Company of America,  and Loyalty Life Insurance  Company,
U.S.  District  Court for the District of  Massachusetts)  was filed against the
Company's subsidiary, The College Life Insurance Company of America,
and  former  subsidiary,  Loyalty  Life  Insurance  Company.  Plaintiff  alleges
misrepresentations, breach of contract, and other wrongful conduct in connection
with the  imposition  of  increased  cost of  insurance  charges  under  certain
universal life policies assumed by defendants. Plaintiff also alleges defendants
paid less than the minimum guaranteed interest due under such policies. The suit
seeks actual and punitive damages,  restitutionary  and injunctive relief and an
accounting.

      On November  22, 1999, a purported  class action  lawsuit  (Knauer v. Ohio
State  Life  Insurance  Company)  was filed in the Court of Common  Pleas,  Erie
County,  Ohio, and  subsequently  was removed by defendant to the U.S.  District
Court for the  Northern  District of Ohio,  Western  Division.  The suit alleges
misrepresentations  and  other  wrongful  conduct  wherein  defendant  allegedly
collected  premiums for life insurance  policies prior to being bound to provide
coverage and allegedly  misrepresented  that  premiums  would  "vanish"  after a
certain  time  period.   The  suit  seeks  actual  and  punitive  damages,   and
declaratory, restitutionary and injunctive relief.

      The Company and its  subsidiaries  named in the above pending actions deny
any  allegations  of  wrongdoing  and intend to defend the  actions  vigorously.
Although  plaintiffs  in  these  actions  generally  are  seeking  indeterminate
amounts,  including  punitive and treble  damages,  such amounts could be large.
Although  there can be no  assurances,  at the present time the Company does not
anticipate  that the ultimate  liability  arising from such pending  litigation,
after   consideration  of  amounts   provided  in  the  consolidated   financial
statements,  will have a material  adverse effect on the financial  condition of
the  Company.  However,  in light of the  indeterminate  amounts  sought in such
matters and the inherent  unpredictability of legal proceedings,  it is possible
that  an  adverse  outcome  in any one or more of  these  matters  could  have a
material  adverse  effect on the Company's  operating  results and cash flows in
particular quarterly or annual periods.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.



<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     All of the outstanding  shares of capital stock of the Company are owned by
FHC.  There is no established  public  trading market for the Company's  capital
stock.

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

     The historical financial  information for the five years ended December 31,
1999 and at December 31, 1999,  1998,  1997, 1996 and 1995 has been derived from
the audited  Consolidated  Financial  Statements  of the  Company.  The selected
consolidated  financial  data set forth below is  qualified  in its  entirety by
reference to and should be read in conjunction with "Management's Discussion and
Analysis of Financial  Condition and Results of  Operations,"  and the Company's
Consolidated  Financial  Statements and the Notes thereto included  elsewhere in
this Form 10-K. <TABLE>

                                                                    Year Ended December 31,
                                             ----------------------------------------------------------------------
                                                                    (Dollars in thousands)

                                                 1999        1998 (3)      1997 (2)        1996        1995 (1)
                                                 ----        --------      --------        ----        --------

<S>                                         <C>           <C>           <C>           <C>           <C>
Statement of Income Data:
Premiums and policy revenues                 $   224,896   $   218,582   $   203,729   $   165,602   $   140,130
Net investment income                            227,622       226,534       219,267       186,725       152,047
Net realized investment gains (losses)             4,174         8,284         2,950          (120)         (282)
Gain on disposition of partnership interest            -             -             -        15,825             -
Other income                                       6,147        12,163        12,331         3,567         2,168
                                             -----------   -----------    ----------    ----------    ----------
    Total income                                 462,839       465,563       438,277       371,599       294,063
Policyholder benefits                            261,342       251,506       262,940       218,659       169,162
Commissions                                       13,771        13,390        11,230        13,473         9,662
Amortization expense                              73,643        87,189        43,694        29,714        26,666
Interest expense                                  11,704        12,057        12,089        12,263        10,593
Other operating expenses                          86,161        89,394        77,038        56,703        47,124
                                             -----------   -----------    ----------    ----------    ----------
Income before provision for income taxes          16,218        12,027        31,286        40,787        30,856
Provision for income taxes                         4,744         3,235         9,230        13,513        11,126
                                             -----------   -----------    ----------    ----------    ----------
Net income                                   $    11,474   $     8,792   $    22,056   $    27,274   $    19,730
                                             ===========   ===========   ===========   ===========   ===========

Net income applicable to common stock per
 common share                                $  1,147.40   $    879.20   $  2,205.60   $  2,727.40   $  1,973.00
                                             ===========   ===========   ===========   ===========   ===========

Average common shares outstanding                     10            10            10            10            10
                                                      ==            ==            ==            ==            ==

Balance Sheet Data:
Total investments                            $ 2,361,019   $ 2,346,395   $ 2,125,813   $ 2,018,852   $ 2,014,634
Total assets                                   4,188,162     4,105,814     4,061,236     2,769,583     2,459,805
Total debt                                       111,165       132,533       132,884       133,312       133,451
Total liabilities                              3,962,848     3,848,634     3,814,374     2,562,561     2,269,042
Stockholder's equity                             225,314       257,180       246,862       207,022       190,763

---------------------------

(1)     On July 10, 1995, the Company acquired all of the outstanding common stock of Victory Life.

(2)     On April 15, 1997,  the Company  acquired all of the  outstanding  common stock of Ohio State and Investors
       Guaranty.

(3)     On October 1, 1998, the Company acquired the 50% of College  Insurance Group,  Inc. not previously owned by
       the Company.
</TABLE>


<PAGE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

     The following  discussion analyzes  significant items affecting the results
of operations and the financial condition of the Company. In connection with the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995, the Company cautions readers regarding certain forward-looking  statements
contained in this report and in any other  statements  made by, or on behalf of,
the Company,  whether or not in future  filings with the Securities and Exchange
Commission (the "SEC").  Forward-looking  statements are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial results, or other developments. Statements using verbs such as "plan",
"anticipate",   "believe"  or  words  of  similar   import   generally   involve
forward-looking  statements.  Without  limiting the  foregoing,  forward-looking
statements  include  statements which represent the Company's beliefs concerning
future  levels of sales and  surrenders of the  Company's  products,  investment
spreads  and  yields,  or  the  earnings  and  profitability  of  the  Company's
activities.

     Forward-looking   statements  are   necessarily   based  on  estimates  and
assumptions that are inherently  subject to significant  business,  economic and
competitive  uncertainties  and  contingencies,  many of which  are  beyond  the
Company's control and many of which are subject to change.  These  uncertainties
and  contingencies  could cause actual results to differ  materially  from those
expressed  in any  forward-looking  statements  made by,  or on behalf  of,  the
Company.  Whether or not actual results differ  materially from  forward-looking
statements may depend on numerous  foreseeable and  unforeseeable  developments.
Some may be national in scope, such as general economic  conditions,  changes in
tax law and  changes in  interest  rates.  Some may be related to the  insurance
industry generally,  such as pricing  competition,  regulatory  developments and
industry consolidation.  Others may relate to the Company specifically,  such as
credit,  volatility  and other risks  associated  with the Company's  investment
portfolio. Investors are also directed to consider other risks and uncertainties
discussed in documents filed by the Company with the SEC. The Company  disclaims
any obligation to update forward-looking information.  This discussion should be
read in conjunction with the accompanying  consolidated financial statements and
the notes thereto.

General

     The volume of the Company's life insurance in force has increased 141% from
$18.5 billion in 1989 to $44.5 billion in 1999.  This growth has been the result
of a combination of acquisitions,  reinsurance assumed and new business written.
Changes in the  Company's  volume of life  insurance in force for the last three
years is summarized in the following table. <TABLE>

                                                               1999             1998              1997
                                                               ----             ----              ----
                                                                            (in billions)

<S>                                                          <C>               <C>              <C>
Beginning of year balance                                    $  46.9           $  47.2          $  27.6
Insurance business acquired or assumed                           -                 1.6             18.9
New business written                                             2.3               3.4              2.6
Terminations and other                                          (4.7)             (5.3)            (1.9)
                                                             -------           -------          -------
End of year balance                                          $  44.5           $  46.9          $  47.2
                                                             =======           =======          =======

     The following  table  summarizes the Company's  sales in terms of collected
first year premiums over the three-year period ended December 31, 1999.

                                                               1999             1998              1997
                                                               ----             ----              ----
                                                                            (in millions)

Life insurance premiums                                      $  31.6           $  42.6          $  44.5
Annuity premiums                                               184.3              59.5             76.5
                                                             -------           -------          -------
                                                             $ 215.9           $ 102.1          $ 121.0
                                                             =======           =======          =======
</TABLE>

     The Company intends to continue its focus on the sale of life insurance and
annuity products through its marketing and distribution  systems.  Specifically,
the Company will continue its efforts in the ARS  operations  which  resulted in
significant  sales growth during 1999. In addition,  the Company may also pursue
selected  acquisitions  of blocks of life insurance  policies and life insurance
companies.



<PAGE>


Segment Results

     Revenues  and  income  before  income  taxes  for the  Company's  operating
segments,  as defined by Statement of Financial Accounting Standard ("SFAS") No.
131, "Financial Reporting for Segments of a Business Enterprise",  is summarized
as follows (in millions) :
<TABLE>
                                Life                        Asset Accumulation                      Non-Life
                             Insurance                           Products                          Insurance
                             Operations                         Operations                        Investments
                   -------------------------------    -------------------------------    -------------------------------

                     1999      1998       1997          1999       1998      1997          1999       1998      1997
                     ----      ----       ----          ----       ----      ----          ----       ----      ----

<S>                  <C>       <C>        <C>            <C>        <C>        <C>           <C>        <C>      <C>
Revenues             $398.4    $417.5     $414.6         $42.6      $21.8      $7.7          $6.0       $8.0     $11.6
Income (loss)
  before income
   taxes               43.9      54.4       53.7           0.6        3.9      (3.0)          4.0        6.8      10.6
</TABLE>

     Life  insurance  operations.  Income  before income taxes  decreased $10.5
million from 1998 to 1999.  This  decrease in profits is primarily due to a $9.6
million  increase in death  benefits.  Income before income taxes increased only
slightly from 1998 and 1997.

     Asset  accumulation   products  operations.   Income  before  income  taxes
decreased $3.3 million from 1998 to 1999.  The primary  reasons for the decrease
were (i)  adjustments  to  deferred  policy  acquisition  costs  resulting  from
revisions  made to the  Company's  estimate  of future  gross  profits  from its
interest  sensitive  and  annuity  products  in both  1999  and  1998,  and (ii)
increased  mortality in 1999.  Income before income taxes increased $6.9 million
from 1997 to 1998. The primary  reasons for the increase were (i) adjustments to
deferred policy acquisition costs resulting from revisions made to the Company's
estimate  of future  gross  profits  from its  interest  sensitive  and  annuity
products,  and (ii) the  addition  in 1998 of the  results  of  operations  from
business  which was  previously  ceded to an  affiliated  insurance  company and
recaptured in 1998 in conjunction with the Company's  consolidation of its asset
accumulation operations.

     Non-life insurance  investments.  Income before income taxes decreased $2.8
million from 1998 to 1999. The primary reason for the decrease is a $3.1 million
decrease in net realized  investment gains on the sale of investment  properties
in 1999 compared to 1998. Income before income taxes decreased $3.8 million from
1997 to 1998. The primary reasons for the decrease were (i) a decrease in income
from Argus and (ii) a decrease in net realized  investment  gains on the sale of
investment properties in 1998 compared to 1997.

     The difference  between the segment revenues and income before income taxes
shown above and the amounts  reported in the  Company's  consolidated  financial
statements appearing elsewhere in this Form 10-K result from items not allocated
to specific segments. The significant reconciling items are interest expense and
a portion of (i) net  investment  income,  (ii)  operating  expenses,  (iii) net
realized investment gains (losses) and (iv) certain  non-recurring  transactions
such as gains from the sale of  subsidiaries.  These  reconciling  items had the
effect of increasing income before income taxes $20.7 million from 1998 to 1999.
The primary  reasons for the increase were (i) a $14.8  million  increase in net
realized  investment  gains  not  allocated  to  segments,  (ii) a $3.7  million
increase in net  investment  income  related to a reduction  in the  unrecovered
ceding  commission  due to the  Reinsurer,  (iii)  a $5.9  million  decrease  in
advisory and data processing fees paid to FHC, and (iv) a $6.8 million  decrease
in expenses  not  allocated to specific  segments,  offset by (v) a $4.9 million
gain from the sale of a subsidiary  in 1998 and (vi)  expenses  related to costs
associated with litigation in 1999.

     Similar reconciling items had the effect of decreasing income before income
taxes $23.0 million from 1997 to 1998. The primary reasons for the decrease were
(i) a $11.4 million increase in net realized  investment losses in 1998 and (ii)
an increase in operating expenses not allocated to segments in 1998.

Consolidated Year to Year Comparisons

     Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

     Income before income taxes increased $4.2 million to $16.2 million in 1999.
The primary reasons for the increase were (i) lower advisory and data processing
fees paid to FHC and (ii) an increase in net realized  gains,  offset by (iii) a
gain on the sale of Investors  Guaranty in 1998,  and (vi) higher death benefits
in 1999.  These items and  significant  changes in individual  income  statement
components are discussed in more detail below.


<PAGE>



     Premiums and policy  revenues.  Premiums and policy revenues totaled $224.9
million in 1999 compared to $218.5  million in 1998.  Premiums from  traditional
life insurance  business for the year ended December 31, 1999 were comparable to
the year ended December 31, 1998.  Policy  revenues  increased $6.3 million from
asset accumulation  business acquired in October of 1998 in conjunction with the
Company acquiring the 50% of CIG. Inc. not previously owned and the recapture of
business which was previously  ceded to an unaffiliated  insurance  company.  In
addition,  administrative  charges on the  Company's  universal  life  insurance
business  increased  $3.1  million.  This  increase was offset by a $2.3 million
decrease in surrender charges from a closed block of annuity business.

     Net investment income. Net investment income totaled $227.6 million in 1999
compared to $226.5 million in 1998. Net investment  income  increased due to (i)
an increase in net  investment  income on the Company's bond  portfolio,  (ii) a
$1.3 million increase in mortgage loan net investment  income,  and (iii) a $3.7
million  increase  in  net  investment  income  related  to a  reduction  in the
unrecovered  ceding commission due to the Reinsurer,  offset by an $10.3 million
decrease in net investment income on investments held by the Reinsurer.

     The increased  investment income related to the Company's bond portfolio is
primarily due to an increase in assets owned  resulting from assets  acquired as
part of the  acquisition  of the asset  accumulation  business  in 1998.  Assets
related to the asset  accumulation  business also  increased due to sales in the
ARS division.

     The increase related to the Company's  mortgage loan portfolio is due to an
increase in the average  mortgage  loan balance  from $189.8  million in 1998 to
$218.1 million in 1999.  This increase is partially  offset by a decrease in the
average yield of the portfolio from 1998 to 1999.

     The decrease  related to investments held by the Reinsurer is due primarily
to a $8.5 million decrease in net investment income on a closed block of annuity
business resulting from lower fund values.  The associated  interest credited on
policyholder fund values decreased $6.2 million.

     Net realized  investment gains. Net realized  investment gains totaled $4.2
million in 1999  compared with $8.3 million in 1998.  The Company  reported $0.9
million  and $16.7  million of  realized  gains from the sale of fixed  maturity
investments held by the Reinsurer in 1999 and 1998,  respectively.  As described
below, the sale of fixed maturity  investments held by the Reinsurer resulted in
increased  amortization  of cost of  business  acquired  assets.  Excluding  the
effects of these gains,  the Company  realized gains of $3.3 million in 1999 and
realized  losses of $8.4 million in 1998;  this change in realized  gains can be
attributed  to a $16.5 million  increase in gains on common  stock,  offset by a
$1.4 million decrease in gains on fixed maturity investments and $3.3 million of
gains in 1998 related to real estate ventures.

     Included  in 1998  realized  losses of $8.4  million  was $6.0  million  of
realized  losses on short  positions held on common stocks owned by the Company.
There was a like amount of increase in market value on the related long position
of the common  stocks which was included in  unrealized  gains in  stockholders'
equity.  In 1999, the Company  realized gains of $0.6 million on short positions
held on common stocks.

     Other income.  Other income  totaled $6.1 million in 1999 compared to $12.2
million in 1998. In May 1998,  the Company  realized a gain of $4.9 million from
the sale of Investors Guaranty.

     Policyholder benefits. Policyholder benefits totaled $261.3 million in 1999
compared with $251.5 million in 1998.  This increase  resulted  primarily from a
$10.2 million  increase in death benefits.  Interest  credited on universal life
and annuity funds balances remained  comparable  between periods:  however,  (i)
interest  credited on the Company's closed block of annuity  business  decreased
$6.2  million  due to reduced  fund  values,  (ii)  interest  credited  on asset
accumulation  business  increased $12.8 million,  and (iii) interest credited on
other interest-sensitive  products decreased due to a reduction in rates made in
response to market conditions.


<PAGE>



     Amortization  expense.  Amortization  expense totaled $73.6 million in 1999
compared with $87.2 million in 1998.  Amortization expense included $0.9 million
and $16.7  million  in 1999 and  1998,  respectively,  as a result  of  realized
investment  gains  on  the  sale  of  fixed  maturity  investments  held  by the
Reinsurer.  The sale of these fixed  maturity  investments at a gain will reduce
future investment income,  requiring the recognition of additional  amortization
expense in the year of the realized gains.  Excluding the effects of the sale of
fixed maturity  investments,  amortization  increased $2.2 million due to (i) an
increase  in  amortization  expense  related  to the  Company's  universal  life
insurance business, offset by (ii) a decrease in amortization expense related to
a closed block of annuity business due to lower surrender charges in 1999.

     Included  in  amortization  expense  are  adjustments  to  deferred  policy
acquisition  costs and the cost of business  acquired asset which  increased the
assets by $0.5 million in 1999 and decreased the assets by $0.9 million in 1998.
These adjustments result from revisions made to the Company's estimate of future
gross profits from its interest-sensitive life and annuity policies. Under GAAP,
deferred  policy  acquisition  costs and the cost of business  acquired asset on
interest-sensitive  life  products are amortized  based on the estimated  future
gross profits of the related policies.

     Other operating expenses. Other operating expenses totaled $86.2 million in
1999 compared with $89.4 million in 1998. Other operating expenses decreased due
to the Company amending its advisory and data processing  agreements with FHC in
June 1999.  The effect of these  amendments was to lower the fees paid to FHC by
$5.9 million.  Also, other operating  expenses decreased $2.8 million related to
the  relocation  of the  Company's  Columbus,  Ohio  operations to other Company
locations during 1998. In addition,  other operating  expenses increased in 1999
principally due to costs associated with litigation.

     Year Ended December 31, 1998 Compared with Year Ended December 31, 1997

     During 1997,  the Company  entered into a  transaction  which  impacted its
results of operations.  On April 15, 1997,  Great  Southern  acquired all of the
outstanding  common  stock of Ohio State and  Investors  Guaranty  ("Ohio  State
Acquisition")  from Farmers Group,  Inc. On the acquisition date, Ohio State and
Investors   Guaranty  had  combined   assets  of  $1,039  million  and  combined
liabilities of $694 million. The acquisition was accounted for as a purchase. On
April 16,  1997,  Ohio  State  and  Investors  Guaranty  entered  into  separate
coinsurance  agreements to reinsure 100% of their  insurance  liabilities to the
Reinsurer in exchange for a ceding  commission of $145.7 million.  Concurrently,
the Reinsurer and Great Southern entered into a modified  coinsurance  agreement
under which the Reinsurer  ceded certain risks on a 70% quota share basis on the
same insurance liabilities to Great Southern. The results of operations of these
acquired policies,  less the net 30% coinsurance,  are included in the Company's
results of operations after the date of acquisition.  The Reinsurer will receive
100% of the statutory  profits from the reinsured  policies  until the Reinsurer
has recovered the initial ceding commission.

     In the above transaction with the Reinsurer, the invested assets related to
the reinsured  business are owned by the  Reinsurer.  At December 31, 1999,  the
insurance  liabilities  associated  with this  reinsurance  transaction  totaled
$630.0  million.  Results  from the Ohio State  Acquisition  are included in the
Company's results of operations from the date of the transaction.

     The effect of the above  transaction  on the  individual  income  statement
components are set forth in the table below (in millions).
<TABLE>

                                                    1997 Acquisition Effect
                                                        on 1998 and 1997
                                                            Results
                                                    -------------------------

                                                       1998         1997

<S>                                                  <C>          <C>
Premiums and policy revenues                         $  53.6      $  42.0
Net investment income                                   27.2         18.9
Net realized investment gains                            6.7            -
Other income                                             3.8          3.4
Policyholder benefits                                   49.4         37.5
Commissions                                              2.5          1.3
Amortization expense                                    25.1         11.1
</TABLE>



<PAGE>



     Income  before  income taxes  decreased  $19.3  million to $12.0 million in
1998. The primary reasons for the decrease were (i) realized  investment losses,
(ii) an  increase  in  amortization  expense  and  (iii)  an  increase  in other
operating expenses,  partially offset by (iv) lower death benefits.  The Company
recorded  $2.8  million of expense  for the  relocation  of its  Columbus,  Ohio
operations during 1998. These items and significant changes in individual income
statement components are discussed in more detail below.

     Premiums and policy  revenues.  Premiums and policy revenues totaled $218.6
million in 1998 compared to $203.7 million in 1997.  Excluding the Acquisitions,
premiums  and  policy  revenues  increased  $3.3  million  from  1997  to  1998.
Traditional life insurance premiums decreased $5.1 million because lapses of the
Company's  traditional  policies  exceeded the premium volume from  newly-issued
traditional policies. This decrease was offset by an increase in policy revenues
of $4.0 million  resulting from policy  charges on increased  interest-sensitive
life and  annuity  policy fund values and  increased  surrender  charges of $2.7
million from a closed block of annuity business.

     Net investment income. Net investment income totaled $226.5 million in 1998
compared to $219.3  million in 1997.  Excluding the effect of the  Acquisitions,
net investment  income decreased $1.1 million.  Net investment  income increased
due to (i) an increase in net investment income on the Company's bond portfolio,
(ii) a $2.3 million increase in net investment  income related to a reduction in
the unrecovered  ceding commission due to the Reinsurer,  offset by (iii) a $9.4
million  decrease in net investment  income on investments held by the Reinsurer
and (iv) a $1.6 million decrease in income from equity subsidiaries.

     The increase  related to the Company's  bond  portfolio is due to increased
assets owned resulting from the acquisition of the asset  accumulation  business
in 1998.

     The decrease  related to investments held by the Reinsurer is due primarily
to a decrease in net  investment  income on a closed  block of annuity  business
resulting  from  lower  fund  values.   The  associated   interest  credited  on
policyholder fund values decreased $8.8 million.

     Net realized  investment gains. Net realized  investment gains totaled $8.3
million in 1998 compared with $3.0 million in 1997.  Excluding the effect of the
Acquisitions, net realized investment gains decreased $1.4 million. In 1998, the
Company reported $8.3 million of realized gains including $16.7 million of gains
from the sale of fixed maturity investments held by the Reinsurer.  As described
below, the sale of fixed maturity  investments held by the Reinsurer resulted in
increased  amortization of the cost of business  acquired  asset.  Excluding the
$16.7 million of gains  described  above,  the Company  realized  losses of $8.4
million in 1998  compared to gains of $3.0 million in 1997.  There were no sales
of investments held by the Reinsurer in 1997 and no impact on amortization  from
other gains realized in 1997. The difference between realized losses in 1998 and
realized  gains in 1997 resulted in an $11.4 million  reduction in income before
provision for income taxes in 1998 compared with 1997.

     Included  in 1998  realized  losses  of $8.4  million  is $6.0  million  of
realized  losses on short  positions held on common stocks owned by the Company.
There was a like amount of increase in market value on the related long position
of the common  stocks  which is included in  unrealized  gains in  stockholder's
equity.

     Other income.  Other income totaled $12.2 million in 1998 compared to $12.3
million in 1997. Other income includes an administrative service fee paid to the
Company  associated  with the reinsurance of 30% of the Ohio State and Investors
Guaranty   policies,   which   amounts  are  included  in  the  effects  of  the
Acquisitions.  Excluding these amounts, other income decreased $0.5 million from
1997 to 1998.  The  Company  recorded  a gain of $4.9  million  from the sale of
Investors  Guaranty  in May  1998  and a gain of $4.8  million  from the sale of
Loyalty Life in 1997.


<PAGE>



     Policyholder benefits. Policyholder benefits totaled $251.5 million in 1998
compared with $262.9 million in 1997.  Excluding the effect of the Acquisitions,
policyholder  benefits  decreased $23.3 million from 1997 to 1998. This decrease
resulted  primarily from (i) an $8.9 million decrease in death benefits,  (ii) a
$4.3 million  decrease in interest  credited on universal  life and annuity fund
balances,  and (iii) a $5.5 million  increase in the amount of benefit  reserves
released  from  1997 to 1998  associated  with the  lower  traditional  premiums
referred to above.  The  decrease in interest  credited is  comprised of an $8.8
million decrease resulting from reduced fund values in a closed block of annuity
business,  offset by a $5.9 million increase related to increased fund values of
the Company's asset accumulation  products.  The balance of the decrease results
from a reduction, made in response to market conditions, in the rate of interest
credited on interest-sensitive products.

     Amortization  expense.  Amortization  expense totaled $87.2 million in 1998
compared  with $43.7  million in 1997.  Amortization  expense in 1998  increased
$16.7  million  as a result of  realized  investment  gains on the sale of fixed
maturity  investments,  including $6.7 million related to the Acquisitions.  The
sale of these fixed maturity investments at a gain will reduce future investment
income,  requiring the recognition of additional  amortization  expense in 1998.
Excluding the  Acquisitions,  amortization  expense increased $29.5 million from
1997 to  1998.  This  increase  resulted  from (i)  $10.0  million  of  realized
investment gains as discussed above, (ii) increased surrenders in a closed block
of  annuity  business  and  (iii)  increased  amortization  of  deferred  policy
acquisition costs on Great Southern's universal life insurance business.

     Included in  amortization  expense  are  adjustments  to decrease  deferred
policy acquisition costs and the cost of business acquired asset of $0.9 million
in 1998 and $2.5 million in 1997. These  adjustments  result from revisions made
to the Company's  estimate of future gross  profits from its  interest-sensitive
life and annuity policies. Under GAAP, deferred policy acquisition costs and the
cost  of  business  acquired  asset  on  interest-sensitive  life  products  are
amortized based on the estimated future gross profits of the related policies.

     Other operating expenses. Other operating expenses totaled $89.4 million in
1998  compared  with $77.0  million in 1997.  The  increase  in other  operating
expenses resulted from (i) the inclusion of twelve months of operating  expenses
related to Ohio State and  Investors  Guaranty in 1998 compared with nine months
of operating  expenses  for these  entities in 1997  following  their April 1997
acquisition  by the  Company,  (ii) $2.8  million  of  expenses  related  to the
relocation of the Company's Columbus, Ohio operations to other Company locations
during 1998, (iii) the operating expenses of marketing  operations  purchased by
the Company in October  1998 and (iv)  increased  expenses  associated  with the
continued  development  and  expansion of the  Company's  product  offerings and
marketing  capabilities.   Increased  expenses  in  these  areas  included  both
development  expenses  and  expenses  incurred on the  Company's  administrative
systems.

Financial Condition and Liquidity

     Liquidity.  The  liquidity  needs of Americo,  whose  principal  assets are
investments  in its  insurance  subsidiaries,  are  dependent  upon  receipt  of
sufficient funds from its subsidiaries. The cash requirements of Americo consist
of debt service requirements on notes payable, amounts due to FHC under advisory
and data  processing  agreements  and its own  operating  expenses.  These  cash
requirements are met by payments of principal and interest on surplus debentures
that Americo holds which are issued by United Fidelity and dividends from United
Fidelity.  Americo also receives  payments  under  investment  advisory and data
processing  agreements with the insurance  subsidiaries  which permit Americo to
recover a portion of the amounts paid by it under similar  agreements  with FHC.
On a stand-alone  basis, at December 31, 1999, Americo had $24.3 million of cash
and marketable equity securities  available for debt service and other corporate
requirements.   During  1999,  the  Company  repaid  $21.0  million  of  amounts
outstanding  under a credit  facility using  available cash of Americo and $12.3
million of dividends received by Americo from the life insurance subsidiaries.
This credit facility was terminated during 1999.

     Americo has outstanding $100.0 million aggregate principal amount of senior
subordinated notes that it issued in 1993. These senior  subordinated notes bear
interest at 9.25% and mature in May 2005.  They became  redeemable at the option
of Americo  beginning in 1998. The redemption  prices are at par in May 2000 and
thereafter.


<PAGE>



     In connection with the acquisition of The Victory Life Insurance Company in
July  1995,  Americo  issued  notes  payable  to the  seller  with face  amounts
aggregating $17 million.  Of the $17 million face amount of notes payable issued
to the seller, $5 million mature in 2015 and the remaining $12 million mature in
24 equal semi-annual installments, the first of which was due in 1995. The notes
are  recorded  in the  Company's  Consolidated  Financial  Statements  at  their
discounted value, which assumes an average effective rate of 11.5%.

     At December  31, 1999,  United  Fidelity  had  outstanding  to Americo four
surplus debentures with an aggregate unpaid balance of $121.9 million. The terms
of the surplus  debentures  have been  established to provide for the payment of
principal and interest to Americo in amounts  sufficient to make payments on the
Company's  external debt obligations in accordance with their payment schedules.
The surplus  debentures  and their payment  schedules  have been approved by the
Texas Department of Insurance;  therefore, no scheduled payment will require the
approval of the Texas Department of Insurance.

     The surplus debentures  contain  restrictions which prevent United Fidelity
from making  principal  and interest  payments if such  payments  reduce  United
Fidelity's  statutory  capital  and  surplus  below an amount  specified  in the
surplus debenture  agreements.  The most restrictive minimum surplus requirement
contained in the surplus debentures is $37.5 million;  United Fidelity's capital
and  surplus at  December  31,  1999 was $87.2  million.  Any future  payment of
principal or interest on such surplus  debentures will be limited by the ability
of the  subsidiaries  of United Fidelity to pay dividends to United Fidelity and
may be further  limited by United  Fidelity's RBC  requirements.  See "Business:
Regulation".  The Company  does not believe that United  Fidelity  will have any
difficulty  in meeting its  obligations  under these  surplus  debentures in the
foreseeable future.

     In order to meet its  obligations  under  the  surplus  debentures,  United
Fidelity uses funds generated by its insurance operations and dividends from its
insurance  subsidiaries.  The  ability  of  the  insurance  subsidiaries  to pay
dividends is subject to regulatory  restrictions.  The insurance holding company
statues of Texas, in which the Company's  insurance  subsidiaries are domiciled,
regulate payment of dividends by an insurance company to its parent.  Generally,
without the consent of the state's insurance commissioner,  an insurance company
may  not pay  dividends  to its  parent  in  excess  of the  greater  of (i) the
insurer's  prior year  statutory  net gain from  operations,  or (ii) 10% of its
prior year  ending  statutory  capital  and  surplus,  subject in either case to
sufficient  earned  statutory  surplus  from which such  dividends  may be paid.
Additionally,  an  insurance  company  is  required  to  notify  the  respective
insurance department prior to the payment of ordinary dividends.

     The ability of life  insurance  subsidiaries  to pay dividends  also may be
affected by reinsurance  treaties.  Under reinsurance treaties with an unrelated
reinsurer,  National  Farmers Union is restricted  from  declaring  dividends if
adjusted  surplus is less than $7.5 million.  Adjusted surplus is defined in the
treaties as statutory  capital and surplus,  plus AVR,  less the admitted  asset
value of all  affiliated  investments.  At December 31, 1999,  National  Farmers
Union had adjusted surplus of $50.5 million.

     The principal sources of liquidity for the Company's insurance subsidiaries
are premium  receipts,  net  investment  income  received and net proceeds  from
investments that have been sold or matured or from mortgage loans that have been
repaid.  Cash flows from premiums  received and investment  income are generally
sufficient to meet the subsidiaries'  obligations,  which consist of the payment
of claims and benefits on insurance  policies,  purchases of investments and the
payment  of  operating  expenses.  Although  there is no  intent to  dispose  of
investments at this time, the Company's investments are substantially in readily
marketable securities.

     The Company believes that its investment portfolio will allow it to satisfy
all existing contractual obligations to policyholders. At December 31, 1999, the
Company's investment portfolio included cash and short-term investments totaling
$122.8 million,  marketable equity securities  totaling $73.4 million as well as
$339.9  million in U.S.  Treasury  and  government  securities,  mortgage-backed
securities and  asset-backed  securities  and $586.0 million of corporate  bonds
classified  as available for sale,  all of which  management  believes  could be
readily converted to cash.

     Financial  condition.  Stockholder's  equity decreased to $228.6 million at
December 31, 1999 from $257.2 million at December 31, 1998. The decrease was the
result of net income of $14.7 million,  a decrease in net unrealized  investment
gains of $41.0  million,  and a $2.0  million  dividend to FHC.  Net  unrealized
investment losses in 1999 were recorded due to a decrease in the market value of
the Company's  available for sale fixed maturities.  See Note 4 to the Company's
Consolidated  Financial  Statements  included  elsewhere  in this  Form 10-K for
further discussion of the components of the change in net unrealized  investment
gains.


<PAGE>



     The changes occurring in the Company's  consolidated  balance sheet between
December 31, 1999 and December 31, 1998 primarily  reflect the normal operations
of the Company's life insurance subsidiaries.

     Statutory  capital and surplus of the Company's  insurance  subsidiaries at
December 31, 1999  includes  $14.0  million  relating to  financial  reinsurance
agreements  which is not  included  in  stockholder's  equity  on a GAAP  basis.
Financial  reinsurance  treaties  between  National  Farmers Union and unrelated
parties contain minimum  statutory  surplus  requirements  and require  National
Farmers  Union to place  securities  in an  escrow  account  ($71.4  million  at
December 31, 1999) to secure National  Farmers Union's  obligations to the third
party reinsurer.

     Investment Portfolio. The Company has what it believes to be a conservative
investment philosophy.  The credit quality of its portfolio is high with minimal
amounts of securities below investment  grade. The Company's policy is to have a
substantial portion of its investment  portfolio in fixed income securities with
call protection.

     The  following  table sets forth the  composition  of the  Company's  fixed
maturity  securities  according to NAIC designations and S&P and Moody's ratings
at December 31, 1999: <TABLE>

                                                  Equivalent                  Available        Total
            S&P                    Moody's           NAIC        Held to         for          Carrying
         Rating (1)               Rating (1)        Rating(1)  Maturity(2)      Sale(3)        Amount    Percentage
--       -----------         --   -----------     ---------    -----------    ----------     ----------   ----------
                                                                                   (in thousands)
<S>                            <C>                    <C>     <C>           <C>           <C>                <C>
Investment grade:
AAA                                  Aaa               1       $   287,399   $   304,274   $   591,674        33.3%
AA                              Aa1,Aa2, Aa3           1            60,691        84,857       145,548         8.2
A                                A1, A2, A3            1           330,490       317,372       647,862        36.4
BBB                           Baa1, Baa2, Baa3         2           162,239       197,486       359,724        20.2
                                                               -----------   -----------   -----------   ---------
Subtotal                                                           840,819       903,989     1,744,808        98.1

Non-investment grade:
BB or below                     Ba1 or below         3, 4           12,089        22,008        34,097         1.9
                                                               -----------   -----------   -----------   ---------

Total fixed maturity
  investments                                                  $   852,908   $   925,997   $1,778,905        100.0%
                                                               ===========   ===========   ==========    =========
</TABLE>


(1)  The ratings  set forth  above are based on the ratings  assigned by S&P and
     Moody's  Investors  Service,  Inc.  ("Moody's").   If  S&P's  ratings  were
     unavailable, ratings assigned by Moody's were used. If ratings assigned S&P
     and Moody's were not equivalent,  securities were categorized in this table
     based upon the rating  assigned  by S&P.  Bonds not rated by S&P or Moody's
     are  classified  for the  purpose  of the  table  according  to the  rating
     assigned  to them by the NAIC as  follows:  NAIC class 1 is included in the
     "A" rating; class 2 in "BBB" and class 3, "BB or below".

(2)  Carrying  amount is  amortized  cost.  The market value of held to maturity
     securities at December 31, 1999 was $821.3 million.

(3)  Carrying  amount is market value.  The amortized cost of available for sale
     securities at December 31, 1999 was $985.9 million.

     The Company  continually  reviews its non-investment  grade debt securities
(NAIC  designations  3 through 6) for  evidence  of  declines in value which are
other than temporary.  The Company does not anticipate any material  increase in
its investments in non-investment  grade debt securities.  At December 31, 1999,
the Company's investment portfolio contained no securities which were in default
as to principal or interest.

     The Company maintains a mortgage-backed securities ("MBS") portfolio, which
consists of "pass-through"  obligations and collateralized  mortgage obligations
("CMOs"). Approximately 90% of the MBS portfolio consists of securities or pools
of securities either guaranteed by the U.S.  government  (including those issued
by  Government  National  Mortgage  Association),  or those  issued  by  Federal
National Mortgage Association and Federal Home Loan Mortgage Corporation.


<PAGE>



     The  primary  risk  associated  with MBS is that a changing  interest  rate
environment  might  cause  prepayment  of the  underlying  mortgages  at  speeds
different than anticipated at the time of their purchase.  The degree to which a
security is at risk to either  increases or reductions in yield is influenced by
the  difference   between  its  carrying  value  and  par  value,  the  relative
sensitivity  of the  underlying  mortgages to prepayment in a changing  interest
rate  environment  and  the  repayment   priority  of  the  securities  in  each
securitization structure.

     The  Company  manages  the  yield  and  cash  flow  variability  of its MBS
portfolio  by  (i)  purchasing   securities  backed  by  collateral  with  lower
prepayment  sensitivity  (such as mortgages  priced at a discount to par value),
(ii)  avoiding  securities  whose  values are heavily  influenced  by changes in
prepayments  (such as  interest-only  and  principal-only  securities) and (iii)
concentrating  on  securities  with  prepayment  protected  structures  (such as
planned  amortization  class CMO's).  See Note 4 to the  Company's  Consolidated
Financial  Statements  included elsewhere in this Form 10-K for a summary of the
Company's investments in CMO's.

     At December 31, 1999, approximately $210.0 million in carrying value of the
Company's   investment   portfolio  consisted  of  mortgage  loans,  which  were
collateralized primarily by multi-family apartments, office buildings and retail
properties  located  in 30  states.  Approximately  34%  of  the  portfolio  was
multi-family apartments,  16% was office buildings, 22% was retail space and 28%
was other types of properties.  At December 31, 1999,  approximately  19% of the
mortgage loan portfolio was secured by properties in Texas,  13% in Missouri and
13% in  Kansas.  No more than 10% of the  remaining  portfolio  was  secured  by
properties in any one state.

     At December 31,  1999,  6.9% of the mortgage  loan  portfolio  consisted of
loans with balloon  payments that mature before January 1, 2001. At December 31,
1999,  mortgage  loans  delinquent  by more  than 90 days,  as  determined  on a
contract   delinquency  basis,   totaled   approximately  $0.4  million,   which
constituted  0.2% of mortgage  loans and was 0.02% of cash and invested  assets.
There were no loans  foreclosed upon and transferred to real estate owned in the
Company's  consolidated  balance at December 31,  1999.  The  favorable  default
experience  is  principally  attributed  to  the  Company's  selectivity  in the
purchase of mortgages in  connection  with  acquisitions  of its life  insurance
subsidiaries  and its origination of new mortgage loans. In light of the current
market interest rate environment,  the Company may experience prepayments on its
mortgage loan portfolio,  thus reducing its yield on such portfolio. The Company
plans to continue  applying  its  historical  underwriting  standards  to future
investments in mortgage loans.

     Real estate investments made up 1.5% of the carrying value of the Company's
cash and invested assets at December 31, 1999.

     During 1999,  the Company began selling  equity-indexed  life insurance and
annuity  products.  These products include an interest credit component which is
based on changes in the Standard and Poor's 500 Index ("S&P Index"). In order to
hedge its  exposure to changes in the S&P index,  the Company  purchased  option
contracts on the S&P Index.  The impact of these  transactions are currently not
material to the Company's consolidated financial statements.

      Litigation. The Company and its subsidiaries are named in numerous pending
actions as more fully described in "Legal  Proceedings".  Although plaintiffs in
these actions generally are seeking  indeterminate  amounts,  including punitive
and  treble  damages,  such  amounts  could be large.  Although  there can be no
assurances,  at the  present  time  the  Company  does not  anticipate  that the
ultimate  liability arising from such pending  litigation,after consideration of
amounts provided in the consolidated financial statements,  will have a material
adverse effect on the financial  condition of the Company.  However, in light of
the   indeterminate   amounts   sought  in  such   matters   and  the   inherent
unpredictability of legal proceedings, it is possible that an adverse outcome in
any one or more of these  matters  could have a material  adverse  effect on the
Company's  operating  results and cash flows in  particular  quarterly or annual
periods.

      Because of the restrictions described above under "Financial Condition and
Liquidity-Liquidity" in surplus  debentures and holding company  statutes,  an
adverse outcome in the litigation  referred to above could affect the ability of
one or more of the Company's insurance  subsidiaries to pay dividends or, in the
case of United  Fidelity,  make  payments  under its surplus  debentures  to the
Company.  Further,  were a subsidiary to suffer an adverse outcome,  the Company
might need to contribute capital to such subsidiary so that it could continue to
maintain applicable statutory surplus and risk-based capital  requirements.  See
"Business-Regulation-General  Regulation and Risk-Based  Capital  Requirements".
Because the Company is a holding company whose own cash and cash equivalents are
limited,  the  Company  might  have to dispose of some of its assets in order to
address a significant judgment suffered by it or one of its subsidiaries.  Also,
an adverse outcome could affect ratings which the Company's subsidiaries receive
from rating agencies, which could affect their ability to compete. See "Business
-Competition and Ratings".

Asset-Liability Management

     Management is aware that prevailing  interest rates may shift significantly
and has strategies in place to manage either an increase or decrease in interest
rates. In a rising interest rate environment,  the Company's cost of funds would
increase  over time as it prices  its new and  existing  interest-sensitive  and
investment products to maintain generally  competitive market rates.  Management
would seek to invest new and  renewal  premiums  in  investments  which are high
yielding and generally correspond to the duration of its liabilities. Management
believes  that  liquidity  to fund  withdrawals  would be  available  through  a
combination  of incoming  cash flow,  the sale of  short-term  or floating  rate
instruments,  and maturing  short-duration  assets thereby  avoiding the sale of
significant  amounts of longer duration fixed-rate assets in an unfavorable bond
market.  In a declining  rate  environment,  the  Company's  cost of funds would
decrease over time,  reflecting lower interest crediting rates on its fixed-rate
liabilities. Should increased liquidity be required for withdrawals,  management
believes that a  significant  portion of its  investments  could be sold without
adverse  consequences  in  light of the  general  strengthening  which  would be
expected in the bond market.

     Asset-liability  management  is utilized by the Company to reduce the risks
to the Company for interest rate fluctuations and disintermediation. The Company
believes  that its  fixed-rate  liabilities  should  be  backed  by a  portfolio
principally  composed of fixed-rate  investments that generate predictable rates
of return in a variety of interest rate environments.  The Company does not have
a specific  target rate of return.  Instead,  its rates of return vary over time
depending  on the  current  interest  rate  environment,  the slope of the yield
curve,  the spread at which  fixed-rate  investments  are priced  over the yield
curve,  and general economic  conditions.  The Company's  portfolio  strategy is
constructed with a view to achieving adequate  risk-adjusted  returns consistent
with  its  investment  objectives  of  effective   asset-liability   management,
liquidity and safety.  The Company has structured  its  investment  portfolio to
reduce  changes in the value of the assets under various rate  environments.  In
that regard,  the percentage of the Company's  fixed-rate  investment  portfolio
which  is  non-callable  has  increased  from  44% in  1995 to 75% in  1999.  In
addition, the portfolio's concentration in mortgage-backed securities, which are
subject to cash flow  variability in changing  interest rate  environments,  has
decreased from 38% in 1995 to 18% in 1999. See  "Investment  Portfolio"  section
included  elsewhere  in  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations  for additional  information  related to the
Company's investments.

     In order to reduce the  probability  of  unexpected  increases in policy or
contract  surrenders,  which would create a need for  increased  liquidity,  the
Company  has  structured  its  interest-sensitive  life  insurance  and  annuity
products  to include  substantial  surrender  charges.  At  December  31,  1999,
approximately 87% and 93% of the reserves for interest-sensitive  life insurance
and annuity products,  respectively, were for policies with surrender charges or
otherwise not subject to discretionary  withdrawal by the policyholder.  Also at
December  31,  1999,  the  aggregate  cash  surrender  values  of the  Company's
interest-sensitive  life insurance and annuity products were  approximately  87%
and 91%, respectively, of the aggregate policyholder fund value.

     As part of its  asset-liability  management,  the Company conducts detailed
computer  simulations  that model its fixed-rate  assets and  liabilities  under
commonly-used  interest  rate  scenarios.  With the  results  of these  computer
simulations, the Company can measure the potential gain or loss in fair value of
its interest-rate  sensitive  instruments and seek to protect its economic value
and achieve a predictable  spread  between what it earns on its invested  assets
and what it pays on its liabilities.  At December 31, 1999, the Company's assets
had an effective  duration of 5.2 and its liabilities had an effective  duration
of 5.5. If interest  rates were to decrease  10% from  December 31, 1999 levels,
the increase in the value of the Company's liabilities would exceed the increase
in the value of the Company's assets by approximately  $19 million.  Because the
Company actively manages its assets and liabilities and has developed strategies
to reduce its exposure to loss as interest rate changes  occur,  it expects that
actual losses would be less than the estimated potential loss.

Effects of Accounting Pronouncements

     In December 1997, the American  Institute of Certified  Public  Accountants
("AICPA") approved Statement of Position ("SOP") 97-3,  "Accounting by Insurance
and Other  Enterprises  for  Insurance-Related  Assessments."  SOP 97-3 provides
guidance  for  determining  when an entity  should  recognize  a  liability  for
guaranty fund and other  insurance-related  assessments  and a related asset for
assessments which may be recovered  through future premium tax offsets.  The SOP
is effective for financial  statements for fiscal years beginning after December
15,  1998.  The  adoption of this  accounting  standard  did not have a material
impact on the consolidated financial statements.

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard  ("SFAS") No. 133,  "Accounting  for
Derivative Instruments and Hedging  Activities".  SFAS No. 133 provides guidance
related to the accounting for derivative instruments and hedging activities
focusing on the recognition  and  measurement  of  derivative  instruments.
This  statement  is effective for all fiscal  quarters of all fiscal years
beginning after June 15, 2000. Adoption of this statement is not expected to
have a significant impact on the consolidated financial statements of the
Company.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The  quantitative  and  qualitative   disclosures  about  market  risk  are
contained in the "Asset-Liability Management" section of Management's Discussion
and Analysis of Financial Condition and Results of Operations included elsewhere
in this Form 10-K.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's audited consolidated financial statements for the three years
ended  December  31,  1999 and the  related  report of  independent  accountants
thereon are set forth at pages F-2 to F-29 hereof and are incorporated herein by
reference.  Reference is made to the Index to Financial  Statements  on page F-1
herein.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

     None.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company's Directors and Executive Officers are as follows:
<TABLE>

  Name                 Age   Position

<S>                   <C>
Michael A. Merriman    42    Chairman of the Board and Director

Gary L. Muller         53    President, Chief Executive Officer and Director

Timothy S. Sotos       51    Director

Mark K. Fallon         45    Senior Vice President and Assistant
                             Secretary-Investments

David F. Hill          44    Senior Vice President and Chief Marketing Officer

Gary E. Jenkins        42    Senior Vice President, Chief Financial Officer
                             and Treasurer

Donna H. Kinnaird      48    Senior Vice President, Chief Operating Officer
                             - Kansas City and Dallas

</TABLE>
     Americo's  current  Board of  Directors  consists of three  directors.  The
executive officers of Americo are elected by the Board of Directors from time to
time as it deems  necessary  or  advisable,  and are  subject  to removal by the
Board.

     All executive  decisions,  including decisions concerning executive officer
compensation,  are made by the  Board  of  Directors.  No  member  of the  Board
receives any compensation,  other than  reimbursement  for travel expenses,  for
services as such.

Certain Information About Officers

     Michael A. Merriman was elected Chairman of the Board,  effective  November
1, 1995,  of Americo,  FHC and  several of its  subsidiaries,  including  all of
Americo's insurance subsidiaries.  Previously, Mr. Merriman served as a director
and officer of all these same entities.

     Gary L. Muller is  President  and Chief  Executive  Officer and a director
of Americo.  Mr.  Muller is also a director and officer of FHC and of several of
its subsidiaries, including all of Americo's insurance subsidiaries.

     Timothy S. Sotos was  elected as a director of Americo on November 1, 1995.
He also serves as a director  of all of the  insurance  subsidiaries.  He is the
Chairman  of the  Board and  Executive  Vice  President  of  Clinical  Reference
Laboratory,  which is 80% owned by the Merriman family. He is the brother-in-law
of Michael A. Merriman.

     Mark K.  Fallon  became  Senior  Vice  President  and  Assistant  Secretary
Investments  of Americo  and all of the life  subsidiaries  on November 1, 1995.
Previously,  he  served  as  Vice  President  of  Americo  and  all of the  life
subsidiaries since 1993.

     David F. Hill became Senior Vice President and Chief  Marketing  Officer of
Americo and all of the life insurance  subsidiaries on July 1, 1996. Previously,
he was Senior Vice President of ReliaStar  Financial  Corporation from September
1993 to March 1996.

     Gary E.  Jenkins has served as Senior Vice  President  and Chief  Financial
Officer of  Americo  since July 1994.  He became  Treasurer  of Americo  and the
insurance subsidiaries on November 1, 1995.

     Donna H. Kinnaird is Senior Vice President and Chief  Operating  Officer of
Americo and has been Senior Vice President of its insurance  subsidiaries  since
August 1989. In 1994, she assumed the position of Chief Operating Officer of the
Kansas  City-based  insurance  companies.  In 1998,  she assumed the position of
Chief Operating Officer of the Dallas-based insurance companies.



<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

     The  following  table  sets  forth all  compensation  paid to (i) the Chief
Executive Officer of the Company and (ii) the other four most highly compensated
Executive Officers of the Company for the three years ended December 31, 1999.
                                           Summary Compensation Table


<TABLE>
                     Name and
                Principal Occupation                                  Annual Compensation           All Other
                                                         Year        Salary          Bonus      Compensation (1)

<S>                                                      <C>       <C>             <C>            <C>
Gary L. Muller                                           1999      $  462,000      $   350,000    $    4,990
President, Chief Executive Officer and                   1998         462,000          350,000         4,887
  Director                                               1997         462,000          350,000         3,220

Michael A. Merriman                                      1999         363,000               --         4,990
Chairman of the Board                                    1998         363,000               --         4,887
                                                         1997         363,000               --         3,220

Donna H. Kinnaird                                        1999         200,000          175,000         4,990
Senior Vice President and                                1998         200,000          175,000         4,923
  Chief Operating Officer-Kansas City and Dallas         1997         200,000          175,000         3,168

Gary E. Jenkins                                          1999         200,000          175,000         4,992
Senior Vice President and,                               1998         200,000          175,000         4,925
  Chief Financial Officer and Treasurer                  1997         200,000          175,000         3,165

David F. Hill                                            1999         200,000          150,000         4,991
Senior Vice President and                                1998         200,000          175,000         4,927
  Chief Marketing Officer                                1997         200,000          175,000       103,308

------------------------------------------------------

(1)   Includes  amounts  contributed  by the Company for the benefit of the person  identified  under the Company's
     Saving Plan (as hereinafter defined) and Supplemental  Accidental Death and Dismemberment  coverage.  Includes
     relocation and tax reimbursement in 1997 for David F. Hill.
</TABLE>

     Supplemental  Accidental Death and Dismemberment  coverage in the amount of
$500,000 is  provided  for all senior  officers of Americo and its  subsidiaries
that hold the following named positions: Vice President,  Senior Vice President,
Executive Vice President, President, Chief Executive Officer and Chairman of the
Board.  Currently,  this policy covers approximately 35 employees of Americo and
its subsidiaries.

     Executive  officers hold no  outstanding  options to purchase the Company's
stock.




<PAGE>



ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company has 10,000 shares of Common Stock outstanding at March 24, 2000
all of which were beneficially  owned by FHC, whose principal  executive offices
are located at 300 West 11th Street, Kansas City, Missouri 64105 and whose phone
number is (816) 391-2000. The Company has no other outstanding shares of capital
stock.

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership by Directors and Executive  Officers of Americo,  named in
Item 11 "Summary Compensation Table" above, of FHC's Common Stock.

<TABLE>

                                                                           Amount and Nature
                                                                             of Beneficial
                                                                               Ownership          Actual Percent
   Title of Class                 Names of Beneficial Owners                                         of Class
                                                                           ------------------     ---------------

<S>                                                                             <C>     <C>           <C>
Common Stock          Michael A. Merriman                                       112,000 (1)           30.6%
                      Gary L. Muller                                             43,500 (2)           11.9%
                      Timothy S. Sotos                                           49,800 (3)           13.6%
                      All directors and executive officers as a group           205,300               56.1%
</TABLE>

-----------------------------

(1)    Includes  (i)  40,000  shares  held in  irrevocable  trust of  Elaine  A.
       Merriman for the benefit of Michael A.  Merriman  and  Marybeth  Merriman
       Sotos (the wife of Timothy S. Sotos),  of which trust Michael A. Merriman
       is the sole Trustee with sole voting and investment  power and (ii) 9,000
       shares held as  Custodian  for Jack D.  Merriman,  II, over which  shares
       Michael A. Merriman has sole voting and investment power.

(2)     FHC has an option to acquire 17,301 of these shares at a per share
        price of $188.

(3)    Includes  (i) 40,500  shares  owned by Marybeth  Merriman  Sotos and (ii)
       9,300 shares held as Custodian for Maryelaine Sotos, Timothy J. Sotos and
       James P. Sotos,  over which  shares  Timothy S. Sotos has sole voting and
       investment power.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with FHC

     Americo or one of its subsidiaries  have the following  agreements with FHC
or its  affiliates,  none of which may be  deemed  the  result  of arm's  length
negotiations between independent parties.

     Advisory Agreement.  The Company appointed FHC to act as investment advisor
on  a  non-exclusive  basis  to  the  Company  and  its  wholly-owned  insurance
subsidiaries  pursuant  to an  advisory  agreement  between  the Company and FHC
("Advisory  Agreement").  Under the Advisory Agreement,  as amended in 1999, FHC
supervises  and directs the  composition  of the  investment  portfolios  of the
Company and its  insurance  subsidiaries  in  accordance  with their  respective
objectives and policies.  For its services  under the Advisory  Agreement FHC is
paid in advance a quarterly fee based on the aggregate  statutory  book value of
the investable  assets of the Company and its  subsidiaries as of the end of the
prior  fiscal  quarter.  Under  this  formula  the fee paid  for the year  ended
December  31,  1999  was  $5.0   million.   FHC  also  is  entitled  to  receive
reimbursement for certain commissions,  brokerage and other expenses incurred by
it in the performance of its duties.  The Company  recovers  amounts paid to FHC
under  the  Advisory  Agreement  from the  insurance  subsidiaries,  subject  to
regulatory  limitations.  The Advisory  Agreement provides that FHC shall not be
liable for any losses except for those resulting from willful  misfeasance,  bad
faith or gross negligence, or from reckless disregard by FHC of its duties.


<PAGE>


     Data Processing Agreement. Pursuant to a data processing services agreement
("Data Processing  Agreement")  between FHC and the Company, as amended in 1999,
FHC  provides the Company and its  insurance  subsidiaries  with  record-keeping
services for certain life  insurance  and annuity  products.  FHC is party to an
agreement with CSC, a third-party  vendor,  which provides these  services.  The
Company  pays FHC an amount  equal to (i) the  amount  FHC pays to CSC plus (ii)
amortization  of FHC's  development  costs.  The aggregate fee paid for the year
ended December 31, 1999 under the Data  Processing  Agreement was $11.4 million.
FHC also is entitled to reimbursement for its reasonable  out-of-pocket expenses
incurred in  performing  the Data  Processing  Agreement.  The Company is also a
party to a separate data  processing  services  agreement with its  wholly-owned
insurance  subsidiaries  wherein the subsidiaries agree to use such services and
to pay for them pursuant to a separate data processing  services  agreement (the
"Subsidiary Data Processing  Agreement").  Under the Data Processing  Agreement,
Americo agrees to indemnify FHC against  liabilities arising out of, among other
matters,  actions  taken  by FHC  under  the  agreement  in good  faith  and due
diligence.  Americo's subsidiaries have similar indemnification  agreements with
Americo under the Subsidiary Data Processing Agreement.

     Reimbursement of Expense  Agreement.  The Company and its subsidiaries have
entered into a cost sharing  agreement with FHC  respecting  air  transportation
expenses arising from the use of an airplane owned by a subsidiary of FHC. Under
this  agreement,  each  party pays the cost of any air  transportation  expenses
which can be  identified  as incurred for its sole  benefit and  expenses  which
cannot be so identified  are  allocated  based on  utilization.  Americo and its
subsidiaries incurred approximately $0.4 million of expense under this agreement
for the year ended December 31, 1999.

     FHC Lease. The Company's  subsidiary,  United Fidelity,  owns a building in
Kansas  City  which is leased  to and  occupied  by FHC.  Under the terms of the
lease,  FHC pays  $8,500  per month in rent and has an option  to  purchase  the
building for $1.2 million, an amount equal to its statutory book value and which
approximates  its current fair market  value.  The exercise  price of the option
will be revised  annually  to the  greater  of fair  market  value or  statutory
carrying  value.  Management  believes  that the  rentals  under  the  lease are
comparable to market rental values for comparable space and footage in the local
market.

Other Transactions

     FHC and  certain of its  non-life  insurance  subsidiaries,  including  the
Company,  are parties to a tax sharing agreement under which (i) tax savings and
tax  detriments  inure to the benefit or detriment,  respectively,  of the party
contributing the expense or other item that reduces or increases,  respectively,
the  consolidated  group's  taxes from what they would have been had each member
filed  separately,  and (ii) losses arising from filing the consolidated  return
and rights to average  income by  carryforwards  and  carrybacks  are  equitably
divided  among the parties in the same manner that they  benefited  from savings
caused by filing a consolidated return.

     The  Company  leases  office  space (and  related  parking  facilities)  in
buildings owned by Broadway Square Partners,  a general partnership in which one
of the partners is SCOL, Inc. ("SCOL"), a Missouri corporation, owned by members
of the Merriman family. The aggregate amount paid (including rentals and expense
reimbursement)  under  the  lease  to  Broadway  Square  Partners  in  1999  was
approximately $1,396,000. The terms of the lease are as favorable to the Company
as those offered other unaffiliated tenants of the building.

     Subsidiaries of the Company paid an aggregate of approximately  $406,000 in
1999 to Clinical Reference Laboratory,  Inc., a Kansas corporation ("Clinical"),
which is 80% owned by the  Merriman  family  and of which  Timothy  S.  Sotos is
Chairman  of the Board.  The  amounts  paid were for  medical  testing  services
performed for the Company's  subsidiaries.  The rates paid were competitive with
those charged by Clinical to similarly situated unaffiliated insurance companies
for similar services.


<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Financial Statements and Financial Statement Schedules:

     Reference  is made to the  indexes  set  forth on pages F-1 and S-1 of this
report.

     Financial  statements  of the Company's  50% owned  subsidiaries  have been
omitted because the Company's  proportionate share of the income from continuing
operations  before  income  taxes  of  such  subsidiaries  is less  than  20% of
consolidated  income from  continuing  operations  before income taxes,  and the
Company's  investment in and advances to such  subsidiaries  is less than 20% of
consolidated total assets of the Company.

     (b)  Exhibits:

2.1(a)(1)        Stock Purchase  Agreement  dated January 21, 1997 between Great
                 Southern  Life  Insurance   Company  and  Farmers  Group,  Inc.
                 (incorporated  by reference from Exhibit 2.3(a) to Registrant's
                 Form 10-K (File No.  33-64820) for the year ended  December 31,
                 1996).

2.1(a)(2)        Amendment  No.  1  dated  April  15,  1997  to  Stock  Purchase
                 Agreement by and between Farmers Group, Inc. and Great Southern
                 Life Insurance Company  (incorporated by reference from Exhibit
                 2.1(b) to  Registrant's  Form 10-Q (File No.  33-64820) for the
                 quarter ended March 31, 1997).

2.1(b)           Automatic Coinsurance Reinsurance Agreement entered into
                 between The Ohio State Life Insurance Company and Employers
                 Reassurance  Corporation  (incorporated by reference from
                 Exhibit 2.3(b) to Registrant's Form 10-K (File No. 33-64820)
                 for the year ended December 31, 1996).

2.1(c)           Automatic   Coinsurance   Reinsurance  Agreement  entered  into
                 between Investors Guaranty Life Insurance Company and Employers
                 Reassurance Corporation (incorporated by reference from Exhibit
                 2.3(c) to  Registrant's  Form 10-K (File No.  33-64820) for the
                 year ended December 31, 1996).

2.1(d)           Modified  Coinsurance  Retrocession  Agreement (Ohio State Life
                 Business)  entered into between Great  Southern Life  Insurance
                 Company and Employers Reassurance Corporation  (incorporated by
                 reference from Exhibit 2.3(d) to  Registrant's  Form 10-K (File
                 No. 33-64820) for the year ended December 31, 1996).

2.1(e)           Modified Coinsurance Retrocession Agreement (Investors Guaranty
                 Life  Business) to be entered into between Great  Southern Life
                 Insurance   Company  and  Employers   Reassurance   Corporation
                 (incorporated  by reference from Exhibit 2.3(e) to Registrant's
                 Form 10-K (File No.  33-64820) for the year ended  December 31,
                 1996).

2.1(f)           Escrow  Agreement (Ohio State Life/Investors Guaranty Life
                 Business)  entered into between Great Southern Life Insurance
                 Company and Employers Reassurance  Corporation  (incorporated
                 by reference from Exhibit 2.3(f) to Registrant's Form 10-K
                 (File No. 33-64820) for the year ended December 31,1996).

2.1(g)           Investment  Management  Agreement  (Ohio  State Life  Business)
                 entered  into  between   Americo   Life,   Inc.  and  Employers
                 Reassurance Corporation (incorporated by reference from Exhibit
                 2.3(g) to  Registrant's  Form 10-K (File No.  33-64820) for the
                 year ended December 31, 1996).

2.1(h)           Investment   Management   Agreement  (Investors  Guaranty  Life
                 Business) entered into between Americo Life, Inc. and Employers
                 Reassurance Corporation (incorporated by reference from Exhibit
                 2.3(h) to  Registrant's  Form 10-K (File No.  33-64820) for the
                 year ended December 31, 1996).

2.2              Stock Purchase  Agreement dated February 27, 1998 between Great
                 Southern Life  Insurance  Company and John Hancock  Mutual Life
                 Insurance  Company  related to the sale of  Investors  Guaranty
                 Life Insurance Company  (incorporated by reference from Exhibit
                 2.4 to  Registrant's  Form  10-Q  (File  No.33-64820)  for  the
                 quarter ended March 31, 1998).

2.3              Purchase   Agreement   dated   October  1,  1998   between  the
                 Registrant,   Robert  L.  Myer,  Great  Southern  Group,  Inc.,
                 Marketing Services Group, Inc., NAP Partners, Inc., and Pension
                 Consultants & Administrators,  Inc.  (incorporated by reference
                 from Exhibit 25 to Registrant's  Form 10-Q (File No.  33-64820)
                 for the quarter ended September 30, 1998).

3.1              Restated  Articles  of  Incorporation,   as  amended,   of  the
                 Registrant  (incorporated  by  reference  from  Exhibit  3.1 to
                 Registrant's Form S-4 (File No. 33-64820) filed June 22, 1993).

3.2              Bylaws,  as  amended,   of  the  Registrant   (incorporated  by
                 reference from Exhibit 3.2 to Registrant's Form S-4 (File No.
                 33-64820) filed June 22, 1993).

4.1(a)           Conformed copy of Indenture, dated as of May 25, 1993, between
                 Registrant and Commerce Bank of Kansas City, N.A., as trustee
                 (incorporated  by reference from Exhibit 4.1 to Registrant's
                 Form S-4 (File No. 33-64820) filed June 22, 1993).

4.1(b)           Form of 9 1/4% Senior  Subordinated  Note Due 2005 (included in
                 the Indenture filed as Exhibit 4.1(a) hereto)  (incorporated by
                 reference from Exhibit 4.2 to Registrant's Form S-4 (File No.
                 33-64820) filed June 22, 1993).

4.3(a)           Form of  Registrant's  $5,000,000  5 1/2%  Senior  Subordinated
                 Set-off Note due 2015.  (Incorporated by reference from Exhibit
                 4.1 (c) to  Registrant's  From 8-K report  (File No.  33-64820)
                 dated as of July 10, 1995).

4.3(b)           Form of  Registrant's  $6,000,000,  6 1/2% Senior  Subordinated
                 Note (No.  VNO-1-R) due 2010. (Two identical notes (No. VNO-1-R
                 and No. VNO-2-R) were issued in 1998 as replacements  for notes
                 originally  issued on July 10, 1995.  Pursuant to instruction 2
                 to Item 601 of Regulation S-K, only VNO-1-R is filed).

4.4              Amended and Restated Surplus  Debenture No. 004, dated December
                 31,  1993,  as amended,  in the amount of  $57,760,000  made by
                 United Fidelity Life Insurance Company  (successor by merger to
                 FHC Life Insurance Company) to the Registrant  (incorporated by
                 reference from Exhibit 4.3 to Registrant's  Form 10-Q (File No.
                 33-64820) for the quarter ended March 31, 1994).

4.5*             Amended and Restated Surplus Debenture No. 005, dated December
                 1, 1999,  in the amount of $18,000,000  made by United
                 Fidelity  Life  Insurance  Company  (successor  by merger to
                 FHC Life Insurance Company) to the Registrant.

4.6              Amended and Restated Surplus  Debenture No. 006, dated December
                 1,  1995,  as  amended,  in the amount of  $16,125,753  made by
                 United   Fidelity   Life   Insurance   Company  to   Registrant
                 (incorporated  by reference  from  Exhibit 4.6 to  Registrant's
                 Form 10-K (File No. 33-64820) for the year ended December 31,
                 1995).

4.7              Amended and Restated Surplus Debenture No. 007 dated January 1,
                 1999 in the amount of $38,000,000  made by United Fidelity Life
                 Insurance  Company payable to the Registrant  (incorporated  by
                 reference  from  Exhibit 4.7 to  Registrant's  Form 10-Q report
                 (File No. 33-64820) for the quarter ended June 30, 1999).

4.8              In accordance with Item  601(b)(4)(iii)(A) of Regulation S-K,
                 certain instruments  respecting long term debt of the
                 Registrant and its  subsidiaries  have been omitted but will
                 be furnished to the Commission upon request.

10.1             Senior Officer Accidental Death and Dismemberment  Policy
                 (incorporated by reference from Exhibit 10.1 to Registrant's
                 Form S-4 (File No. 33-64820) filed June 22, 1993).

10.2(a)          Tax Sharing  Agreement dated as of December 1, 1994,  among the
                 Registrant,   Financial  Holding  Corporation,  Cidat  Aviation
                 Incorporated,  Assured Leasing  Corporation,  Landmark Mortgage
                 Company,  First  Consulting  &  Administration,  Inc.,  Hanover
                 Financial Corporation,  United Fidelity Life Insurance Company,
                 PFS Holding Company, Premium Finance Specialists, Inc., Premium
                 Financing   Specialists   of   California   and  PFS  Financing
                 Corporation  (incorporated  by  reference  from Exhibit 10.2 to
                 Registrant's  Form 10-K (File No.  33-64820) for the year ended
                 December 31, 1994).

10.2(b)          Amendment, effective as of January 1, 1996, to Tax Sharing
                 Agreement,  adding the Victory Life Insurance Company as a
                 party  (incorporated by reference from Exhibit 10.2(b) to
                 Registrant's Form 10-K (File No. 33-64820) for the year ended
                 December 31, 1997).

10.3(a)          Reimbursement of Expense Agreement dated January 1, 1993, among
                 the Registrant,  Financial Holding Corporation, United Fidelity
                 Life Insurance  Company,  The College Life Insurance Company of
                 America, Loyalty Life Insurance Company, National Farmers Union
                 Life Insurance Company,  Great Southern Life Insurance Company,
                 PFS Holding  Company and Premium  Financing  Specialists,  Inc.
                 (incorporated  by reference  from Exhibit 10.5 to  Registrant's
                 Form S-4 (File No. 33-64820) filed June 22, 1993).

10.3(b)          Amendment  dated August 29, 1997, to  Reimbursement of Expense
                 Agreement  removing  Loyalty Life Insurance Company as a party
                 (incorporated by reference from Exhibit 10.3(b) to Registrant's
                 Form 10-K (File No. 33-64820) for the year ended December
                 31, 1997).

10.3(c)          Amendment  dated October 1, 1997, to  Reimbursement  of Expense
                 Agreement adding Americo Services, Inc. and The Ohio State Life
                 Insurance Company as parties and removing Argus Health Systems,
                 Inc. as a party (incorporated by reference from Exhibit 10.3(c)
                 to  Registrant's  Form 10-K  (File No.  33-64820)  for the year
                 ended December 31, 1997).

10.4(a)          Cost Sharing  Agreement dated as of January 1, 1993,  among the
                 Registrant, United Fidelity Life Insurance Company, The College
                 Life   Insurance   Company  of   America,   Premium   Financing
                 Specialists,  Inc., PFS Holding  Company,  Financial  Assurance
                 Marketing  Corporation,  Great Southern Life Insurance Company,
                 Loyalty Life Insurance  Company and National Farmers Union Life
                 Insurance Company  (incorporated by reference from Exhibit 10.8
                 to  Registrant's  Form S-4 (File No.  33-64820)  filed June 22,
                 1993).

10.4(b)          Amendment  dated  August 29, 1997,  to Cost Sharing  Agreement,
                 removing   Loyalty   Life   Insurance   Company   as  a   party
                 (incorporated by reference from Exhibit 10.4(b) to Registrant's
                 Form 10-K (File No.  33-64820) for the year ended  December 31,
                 1997).

10.4(c)          Amendment  dated  October 1, 1997,  to Cost  Sharing  Agreement
                 adding Americo Services, Inc. and The Ohio State Life Insurance
                 Company as parties and removing PFS Holding Company and Premium
                 Financing   Specialists,   Inc.  as  parties  (incorporated  by
                 reference from Exhibit 10.4(c) to Registrant's  Form 10-K (File
                 No. 33-64820) for the year ended December 31, 1997).

10.5             Data Processing Services Agreement dated as of January 1, 1993,
                 between  the  Registrant  and  Financial  Holding   Corporation
                 (incorporated  by reference  from Exhibit 10.9 to  Registrant's
                 Form S-4 (File No. 33-64820) filed June 22, 1993).


10.5(a)          Amendment,  effective  January 1, 1999, to the Data  Processing
                 Agreement  dated January 1, 1993,  between the  Registrant  and
                 Financial Holding  Corporation  (incorporated by reference from
                 Exhibit 10.5(a) to Registrant's  Form 10-Q (File No.  33-64820)
                 for the quarter ended September 30, 1999).


10.6(a)          Subsidiary  Data  Processing  Services  Agreement  dated  as of
                 January  1,  1993,  among the  Registrant,  FHC Life  Insurance
                 Company, United Fidelity Life Insurance Company, Great Southern
                 Life Insurance  Company,  The College Life Insurance Company of
                 America,  Loyalty Life Insurance  Company and National  Farmers
                 Union Life Insurance  Company  (incorporated  by reference from
                 Exhibit  10.10 to  Registrant's  Form S-4 (File  No.  33-64820)
                 filed June 22, 1993).

10.6(b)          Amendment  dated August 29, 1997,  to  Subsidiary  Data
                 Processing  Services  Agreement  removing Loyalty Life as a
                 party (incorporated by reference from Exhibit 10.6(b) to
                 Registrant's Form 10-K (File No. 33-64820) for the year ended
                 December 31, 1997).

10.6(c)          Amendment  dated October 1, 1997, to Subsidiary Data Processing
                 Services  Agreement adding Americo Services,  Inc. and The Ohio
                 State  Life  Insurance  Company  as  parties  (incorporated  by
                 reference from Exhibit 10.6(c) to Registrant's  Form 10-K (File
                 No. 33-64820) for the year ended December 31, 1997).

10.7(a)          Advisory  Agreement  dated as of January 1, 1993,  between  the
                 Registrant and Financial Holding  Corporation  (incorporated by
                 reference from Exhibit 10.11 to Registrant's Form S-4 (File No.
                 33-64820) filed June 22, 1993).

10.7(b)          First Amendment to Advisory  Agreement dated September 17, 1993
                 by and between the Registrant and Financial Holding Corporation
                (incorporated by reference from Exhibit 10.8(b) to Registrant's
                 Form 10-Q (File No. 33-64820) for the quarter ended
                 March 31, 1994).


10.7(c)          Third  Amendment,  effective  January 1, 1999,  to the Advisory
                 Agreement   dated   September  17,  1993  by  and  between  the
                 Registrant and Financial Holding  Corporation  (incorporated by
                 reference from Exhibit 10.7(c) to Registrant's  Form 10-Q (File
                 No. 33-64820) for the quarter ended September 30, 1999).

10.8             Office  Building  Lease  dated as of January  1, 1993,  between
                 Financial   Holding   Corporation   and  United  Fidelity  Life
                 Insurance Company (incorporated by reference from Exhibit 10.12
                 to  Registrant's  Form S-4 (File No.  33-64820)  filed June 22,
                 1993).

10.9             Lease  Agreement  dated  February  24, 1988,  between  Broadway
                 Square  Partners and United  Fidelity  Life  Insurance  Company
                 (incorporated  by reference from Exhibit 10.13 to  Registrant's
                 Form S-4 (File No.33-64820) filed June 22, 1993).

10.9(a)          First  Amendment  to Lease  Agreement  dated  October 10, 1998,
                 between  Broadway  Square  Partners  and United  Fidelity  Life
                 Insurance  Company  (incorporated  by  reference  from  Exhibit
                 10.9(a) to Registrant's  Form 10-K (File No.  33-64820) for the
                 year ended December 31, 1998).

10.10            Lease dated  November 1, 1990,  between  United  Fidelity  Life
                 Insurance Company and First Consulting & Administration,  Inc.,
                 a subsidiary  of  Financial  Holding  Corporation  (included as
                 Exhibit A to Exhibit  10.11)  (incorporated  by reference  from
                 Exhibit 10.14 to Registrant's Form S-4 (File No.
                 33-64820) filed June 22, 1993).

10.11            Assignment of Lease dated as of April 1, 1993 between United
                 Fidelity Life Insurance  Company and Finance Holding
                 Corporation  respecting the First Consulting & Administration
                 Lease described in Exhibit 10.10 (incorporated  by reference
                 from Exhibit 10.15 to  Registrant's  Form S-4 (File No.
                 33-64820) filed June 22, 1993).

10.12            Office Lease Agreement dated February 19, 1997,  between
                 Metropolitan  Life Insurance Company and Great Southern Life
                 Insurance (incorporated by reference from Exhibit 10.12 to
                 Registrant's  Form 10-K (File No. 33-64820) for the year
                 ended December 31, 1997).

10.13            Stock Transfer  Restriction and Option Agreement dated June 30,
                 1989 among DST Systems,  Inc.,  Argus Health Systems,  Inc. and
                 Financial Holding  Corporation  (incorporated by reference from
                 Exhibit  10.22 to  Registrant's  Form S-4 (File  No.  33-64820)
                 filed June 22, 1993).

10.14            Supplemental  Tax Sharing  Agreements  dated  December 31, 1993
                 among Financial Holding Corporation,  the Registrant and United
                 Fidelity Life Insurance Company (incorporated by reference from
                 Exhibit 10.20 to Registrant's Form 10-Q (File No. 33-64820) for
                 the quarter ended March 31, 1994).

10.15(a)(1)      Master Agreement dated as of July 31, 1995, among The Ohio Life
                 Insurance Company,  The Ohio Casualty  Insurance  Company,  the
                 Registrant   and  Great   Southern   Life   Insurance   Company
                 (incorporated  by reference from Exhibit 10.21 to  Registrant's
                 Form 10-Q (File No.  33-64820)  for the quarter  ended June 30,
                 1995).

10.15(a)(2)      First  Amendment  to  Master  Agreement  between  The Ohio Life
                 Insurance  Company,  The Ohio  Casualty  Insurance  Company and
                 Great  Southern Life  Insurance  Company dated as of October 2,
                 1995  (incorporated  by  reference  from  Exhibit  10.21(b)  to
                 Registrant's  Form 10-Q  (File No.  33-64820)  for the  quarter
                 ended September 30, 1995).

10.15(a)(3)      Second  Amendment  to Master  Agreement  between  The Ohio Life
                 Insurance  Company,  The Ohio  Casualty  Insurance  Company and
                 Great Southern Life Insurance  Company dated as of November 17,
                 1997  (incorporated  by reference  from Exhibit  10.20(a)(3) to
                 Registrant's  Form 10-K (File No.  33-64820) for the year ended
                 December 31, 1997).

10.15(b)         Assignment  and  Assumption  Agreement  between  The Ohio  Life
                 Insurance  Company and Great  Southern Life  Insurance  Company
                 dated as of October 2, 1995  (incorporated  by  reference  from
                 Exhibit 10.21(c) to Registrant's  Form 10-Q (File No. 33-64820)
                 for the quarter ended September 30, 1995).

10.15(c)*        Custodian Agreement between State Street Bank and Trust Company
                 of Boston, Massachusetts,  Employers Reassurance Corporation of
                 Overland Park, Kansas and Great Southern Life Insurance Company
                 dated as of January 14, 2000.

10.15(e)         Investment  Management  Agreement  between the  Registrant  and
                 Employers  Reassurance  Corporation  of Overland  Park,  Kansas
                 dated as of October 2, 1995  (incorporated  by  reference  from
                 Exhibit 10.21(g) to Registrant's  Form 10-Q (File No. 33-64820)
                 for the quarter ended September 30, 1995).

10.15(f)         Assumption   Reinsurance   Agreement   between  The  Ohio  Life
                 Insurance  Company and Great  Southern Life  Insurance  Company
                 dated as of October 2, 1995  (incorporated  by  reference  from
                 Exhibit 10.21(i) to Registrant's  Form 10-Q (File No. 33-64820)
                 for the quarter ended September 30, 1995).

10.15(g)(1)      Reinsurance  Agreement between Employers Reassurance Company of
                 Overland  Park,  Kansas  and The Ohio Life  Insurance  Company,
                 effective  January 1, 1995  (transfer date October 2, 1995) and
                 amendments  thereto  (incorporated  by  reference  from Exhibit
                 10.21(k) to Registrant's  Form 10-Q (File No. 33-64820) for the
                 quarter ended September 30, 1995).

10.15(g)(2)      Amendment No. 4 to the Reinsurance  Agreement  between
                 Employers  Reassurance  Company of Overland Park,  Kansas
                 and The Ohio  Life  Insurance  Company  effective  April 1,
                 1996  (incorporated  by reference from Exhibit  10.20(g)(2)
                 to  Registrant's  Form 10-K (File No.  33-64820) for the year
                 ended December 31, 1997).

10.15(h)         Retrocession  Agreement  between Great  Southern Life Insurance
                 Company and  Employers  Reassurance  Company of Overland  Park,
                 Kansas,  effective  January  1,  1995  and  amendments  thereto
                 (incorporated   by   reference   from   Exhibit   10.21(l)   to
                 Registrant's  Form 10-Q  (File No.  33-64820)  for the  quarter
                 ended September 30, 1995).

10.15(i)(1)      Services  Agreement  between  the  Registrant,  The  Ohio  Life
                 Insurance Company and The Ohio Casualty Insurance Company dated
                 as of October 2, 1995  (incorporated  by reference from Exhibit
                 10.21(m) to Registrant's  Form 10-Q (File No. 33-64820) for the
                 quarter ended September 30, 1995).

10.15(i)(2)      First Amendment to Services  Agreement  between the Registrant,
                 The Ohio Life Insurance Company and The Ohio Casualty Insurance
                 Company dated as of March 27, 1997  (incorporated  by reference
                 from Exhibit  10.20(i)(2) to  Registrant's  Form 10-K (File No.
                 33-64820) for the year ended December 31, 1997).

10.15(i)(3)      Amendment to Services  Agreement  between the  Registrant,  The
                 Ohio Life  Insurance  Company and The Ohio  Casualty  Insurance
                 Company  dated  as  of  November  17,  1997   (incorporated  by
                 reference from Exhibit  10.20(i)(3) to  Registrant's  Form 10-K
                 (File No. 33-64820) for the year ended December 31, 1997).

10.16(a)         Master  Agreement  dated  February 26, 1996 among  Fremont Life
                 Insurance  Company,  Fremont General Corp.,  the Registrant and
                 Great  Southern  Life  Insurance   Company   (incorporated   by
                 reference from Exhibit 10 to  Registrant's  Form 10-Q (File No.
                 33-64820) for the quarter ended March 31, 1996).

10.16(b)         First  Amendment to Master  Agreement dated as of July 1, 1996,
                 among Fremont Life Insurance  Company,  Fremont  General Corp.,
                 Registrant   and  Great   Southern   Life   Insurance   Company
                 (incorporated by reference from Exhibit 10.1(b) to Registrant's
                 Form 10-Q (File No.  33-64820)  for the quarter  ended June 30,
                 1996).

10.16(c)         Letter  Agreement  dated  as of July  1,  1996,  among  Fremont
                 General Corp.,  Fremont Life Insurance Company,  Registrant and
                 Great  Southern  Life  Insurance   Company   (incorporated   by
                 reference from Exhibit 10.1(c) to Registrant's  Form 10-Q (File
                 No. 33-64820) for the quarter ended June 30, 1996).

10.16(d)         Services Agreement dated as of July 1, 1996, between Registrant
                 and Fremont Life Insurance  Company  (incorporated by reference
                 from  Exhibit  10.1(d)  to  Registrant's  Form  10-Q  (File No.
                 33-64820) for the quarter ended June 30, 1996).

10.16(e)         Assumption  Reinsurance  and Coinsurance  Agreement  (Universal
                 Life) dated as of July 1, 1996,  between Fremont Life Insurance
                 Company and Great Southern Life Insurance Company (incorporated
                 by reference  from Exhibit  10.1(e) to  Registrant's  Form 10-Q
                 (File No. 33-64820) for the quarter ended June 30, 1996).

10.16(f)         Assumption  Reinsurance and Coinsurance  Agreement  (Annuities)
                 dated  as of July  1,  1996,  between  Fremont  Life  Insurance
                 Company and Great Southern Life Insurance Company (incorporated
                 by reference  from Exhibit  10.1(f) to  Registrant's  Form 10-Q
                 (File No. 33-64820) for the quarter ended June 30, 1996).

10.16(g)         Assignment and Assumption  Agreement  dated as of July 1, 1996,
                 between Fremont Life Insurance  Company and Great Southern Life
                 Insurance  Company  (incorporated  by  reference  from  Exhibit
                 10.1(g) to Registrant's  Form 10-Q (File No.  33-64820) for the
                 quarter ended June 30, 1996).

10.16(h)         Automatic  Coinsurance  Universal  Life  Reinsurance  Agreement
                 dated as of December 31, 1995,  between  Fremont Life Insurance
                 Company and Employers Reassurance Corporation  (incorporated by
                 reference from Exhibit 10.1(h) to Registrant's  Form 10-Q (File
                 No. 33-64820) for the quarter ended June 30, 1996).

10.16(i)         Amendment No. 1 to the  Automatic  Coinsurance  Universal  Life
                 Reinsurance  Agreement  dated as of December 31, 1995,  between
                 Employers  Reassurance  Corporation  and Fremont Life Insurance
                 Company  (incorporated  by reference  from  Exhibit  10.1(i) to
                 Registrant's  Form 10-Q  (File No.  33-64820)  for the  quarter
                 ended June 30, 1996).

10.16(j)         Automatic Coinsurance Annuity Reinsurance Agreement dated as of
                 January 1, 1996, between Employers Reassurance  Corporation and
                 Fremont Life Insurance Company  (incorporated by reference from
                 Exhibit 10.1(j) to Registrant's  Form 10-Q (File No.  33-64820)
                 for the quarter ended June 30, 1996).

10.16(k)         Amendment   No.  1  to  the   Automatic   Coinsurance   Annuity
                 Reinsurance  Agreement  dated as of January  1,  1996,  between
                 Employers  Reassurance  Corporation  and Fremont Life Insurance
                 Company  (incorporated  by reference  from  Exhibit  10.1(k) to
                 Registrant's  Form 10-Q  (File No.  33-64820)  for the  quarter
                 ended June 30, 1996).

10.16(l)*        Custodian  Agreement dated as of January 14, 2000,  among State
                 Street   Bank  and   Trust   Company,   Employers   Reassurance
                 Corporation and Great Southern Life Insurance Company .

10.16(m)         Modified Coinsurance Annuity Retrocession Agreement dated as of
                 January 1, 1996, between Employers Reassurance  Corporation and
                 Great  Southern  Life  Insurance   Company   (incorporated   by
                 reference from Exhibit 10.1(m) to Registrant's  Form 10-Q (File
                 No. 33-64820) for the quarter ended June 30, 1996).

10.16(n)         Modified  Coinsurance  Universal Life and Annuity  Retrocession
                 Agreement  dated as of December  31,  1995,  between  Employers
                 Reassurance  Corporation  and  Great  Southern  Life  Insurance
                 Company  (incorporated  by reference  from  Exhibit  10.1(n) to
                 Registrant's  Form 10-Q  (File No.  33-64820)  for the  quarter
                 ended June 30, 1996).

10.16(o)         Amendment No. 1 to the Investment Management Agreement dated as
                 of  December  31,  1995,   between   Registrant  and  Employers
                 Reassurance Corporation (incorporated by reference from Exhibit
                 10.1(o) to Registrant's  Form 10-Q (File No.  33-64820) for the
                 quarter ended June 30, 1996).

*21.             Subsidiaries of the Registrant

*27.             Financial Data Schedule
----------------------------

         (c) Reports on Form 8-K.

              There were no reports on Form 8-K filed for the three months ended
December 31, 1999.



<PAGE>





                                   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, in the City of Kansas
City and the State of Missouri, on the 27th day of March, 2000.


             AMERICO LIFE, INC.


             By:    /s/ Gary L. Muller
             -----------------------------------------------------

             Name:  Gary L. Muller
             Title:  President and Chief Executive Officer



     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>


                                                                       Title                          Date

<S>                                                     <C>                                    <C>

              /s/ Michael A. Merriman                    Chairman of the Board of               March 27, 2000
-----------------------------------------------------         Directors
                Michael A. Merriman


                 /s/ Gary L. Muller                      President, Chief Executive             March 27, 2000
-----------------------------------------------------     Officer and Director
                   Gary L. Muller


                /s/ Gary E. Jenkins                      Senior Vice President, Chief           March 27, 2000
-----------------------------------------------------    Financial Officer and Treasurer
                                                         (Principal Financial Officer and
                                                         Principal Accounting Officer)
                  Gary E. Jenkins
</TABLE>






<PAGE>



                                       F-2
                       AMERICO LIFE, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


Audited Financial Statements for the Three Years Ended December 31, 1999:

  Report of Independent Accountants                                         F-2

  Consolidated Balance Sheet at December 31, 1999 and 1998                  F-3

  Consolidated Statement of Income for the Years Ended
   December 31, 1999, 1998 and 1997                                         F-4

  Consolidated Statement of Stockholder's Equity for the Years Ended
   December 31, 1999, 1998 and 1997                                         F-5

  Consolidated Statement of Cash Flows for the Years Ended December
   31, 1999, 1998 and 1997                                                  F-6

  Notes to Consolidated Financial Statements                                F-8




<PAGE>



                        Report of Independent Accountants


To the Board of Directors and
Stockholder of Americo Life, Inc.

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated  statements of income, of stockholder's equity and of cash
flows present  fairly,  in all  materials  respects,  the financial  position of
Americo Life,  Inc. and its  subsidiaries at December 31, 1999 and 1998, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  These  financial  statements are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United  States which  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,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.




PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
March 27, 2000


<PAGE>


          See accompanying notes to consolidated financial statements

                       Americo Life, Inc. and Subsidiaries

                           Consolidated Balance Sheet
                             (Dollars in thousands)
                           December 31, 1999 and 1998

<TABLE>
                                                                                           1999              1998
                                                                                           ----              ----
                                      Assets
<S>                                                                                 <C>               <C>
Investments:
   Fixed Maturities:
     Held to maturity, at amortized cost (market: $821,335 and $914,672)             $     852,908     $     876,594
     Available for sale, at market (amortized cost: $985,854 and $893,664)                 925,997           925,191
   Equity securities, at market (cost: $33,467 and $42,201)                                 73,448            89,022
   Investment in equity subsidiaries                                                        12,141             9,669
   Mortgage loans on real estate, net                                                      227,601           190,074
   Investment real estate, net                                                              28,516            28,606
   Policy loans                                                                            209,979           210,173
   Other invested assets                                                                    30,429            17,066
                                                                                     -------------     -------------

     Total investments                                                                   2,361,019         2,346,395

Cash and cash equivalents                                                                  122,788            68,219
Accrued investment income                                                                   31,764            31,862
Amounts receivable from reinsurers                                                       1,140,206         1,207,197
Other receivables                                                                           42,596            36,529
Deferred policy acquisition costs                                                          212,860           131,574
Cost of business acquired                                                                  219,490           247,125
Amounts due from affiliates                                                                  7,710                 -
Other assets                                                                                49,729            36,913
                                                                                     -------------     -------------
     Total assets                                                                    $   4,188,162     $   4,105,814
                                                                                     =============     =============

                       Liabilities and Stockholder's Equity
Policyholder account balances                                                        $   2,599,627     $   2,501,113
Reserves for future policy benefits                                                        822,940           833,917
Unearned policy revenues                                                                    60,279            36,332
Policy and contract claims                                                                  37,821            45,467
Other policyholder funds                                                                   119,664           106,241
Notes payable                                                                              111,165           132,533
Amounts payable to reinsurers                                                               48,749            28,199
Deferred income taxes                                                                       40,531            63,600
Due to broker                                                                               53,810            36,275
Amounts due to affiliates                                                                        -             3,085
Other liabilities                                                                           68,262            61,872
                                                                                     -------------     -------------

     Total liabilities                                                                   3,962,848         3,848,634

Stockholder's equity:
   Common stock ($1 par value,  30,000 shares  authorized,  10,000 shares issued
and ..
outstanding)                                                                                    10                10
   Additional paid-in capital                                                                3,745             3,745
   Accumulated other comprehensive income                                                   19,159            60,499
   Retained earnings                                                                       202,400           192,926
                                                                                     -------------     -------------

     Total stockholder's equity                                                            225,314           257,180
                                                                                     -------------     -------------

Commitments and contingencies

     Total liabilities and stockholder's equity                                      $   4,188,162     $   4,105,814
                                                                                     =============     =============
</TABLE>

                       Americo Life, Inc. and Subsidiaries

                        Consolidated Statement of Income
                (Dollars in thousands, except per share amounts)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>


                                                                      1999              1998             1997
                                                                      ----              ----             ----

<S>                                                            <C>               <C>               <C>
Income
   Premiums and policy revenues                                 $    224,896      $    218,582      $    203,729
   Net investment income                                             227,622           226,534           219,267
   Net realized investment gains                                       4,174             8,284             2,950
   Other income                                                        6,147            12,163            12,331
                                                                ------------      ------------      ------------
     Total income                                                    462,839           465,563           438,277
                                                                ------------      ------------      ------------

Benefits and expenses
   Policyholder benefits:
     Death benefits                                                  123,644           113,552           116,196
     Interest credited on universal life and annuity products        108,088           108,664           109,392
     Other policyholder benefits                                      52,675            53,135            55,790
     Change in reserves for future policy benefits                   (23,065)          (23,845)          (18,438)
   Commissions                                                        13,771            13,390            11,230
   Amortization expense                                               73,643            87,189            43,694
   Interest expense                                                   11,704            12,057            12,089
   Other operating expenses                                           86,161            89,394            77,038
                                                                ------------      ------------      ------------
     Total benefits and expenses                                     446,621           453,536           406,991
                                                                ------------      ------------      ------------

     Income before provision for income taxes                         16,218            12,027            31,286

Provision for income taxes                                             4,744             3,235             9,230
                                                                ------------      ------------      ------------
     Net income                                                 $     11,474      $      8,792      $     22,056
                                                                ============      ============      ============

Net income per common share                                      $  1,147.40       $    879.20       $  2,205.60
                                                                 ===========       ===========       ===========
</TABLE>



<PAGE>


                       Americo Life, Inc. and Subsidiaries

                 Consolidated Statement of Stockholder's Equity
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>

                                                     1999                     1998                    1997
                                                     ----                     ----                    ----

<S>                                        <C>                      <C>                     <C>            <C>
Common stock
   Balance at beginning and end of year     $      10                $      10               $      10
                                            ---------                ---------               ---------

Additional paid-in capital
   Balance at beginning and end of year         3,745                    3,745                   3,745
                                            ---------                ---------               ---------

Accumulated other comprehensive income
   Balance at beginning of year                60,499                   56,973                  37,189
   Change during year                         (41,340)  $ (41,340)       3,526    $  3,526      19,784     $19,784
                                            ---------   ---------    ---------               ---------
   Balance at end of year                      19,159                   60,499                  56,973
                                            ---------                ---------               ---------

Retained earnings
   Balance at beginning of year               192,926                  186,134                 166,078
   Net income                                  11,474      11,474        8,792       8,792      22,056       22,056
                                                        ---------                ---------                ---------
   Comprehensive income (loss)                          $ (29,866)               $  12,318                $  41,840
                                                        =========                =========                =========
   Dividends                                   (2,000)                  (2,000)                 (2,000)
                                            ---------                ---------               ---------
   Balance at end of year                     202,400                  192,926                 186,134
                                            ---------                ---------               ---------

     Total stockholder's equity             $ 225,314                $ 257,180               $ 246,862
                                            =========                =========               =========
</TABLE>




<PAGE>


                       Americo Life, Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>
                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                       <C>           <C>           <C>
Cash flows from operating activities
Net income                                                                 $    11,474   $     8,792   $   22,056
                                                                           -----------   -----------   ----------
Adjustments to  reconcile  net income to net cash  provided  (used) by operating
  activities:
   Depreciation and amortization                                                79,033        86,679       47,305
   Deferred policy acquisition costs                                           (63,511)      (61,179)     (34,220)
   Undistributed earnings of equity subsidiaries                                (2,728)       (2,581)      (3,622)
   Distributed earnings of equity subsidiaries                                     240         9,943            -
   Amortization of unrealized investment gains                                  (2,826)      (14,407)      (6,973)
   (Increase) decrease in assets net of effects from business acquisitions:
     Accrued investment income                                                      99        (3,277)        (797)
     Other invested assets                                                                        -             -
     Amounts receivable from reinsurers                                         60,215        64,438    (162,334)
     Other receivables                                                           1,057       (14,483)      (9,824)
     Other assets, net of amortization                                         (17,615)        6,586       10,462
   Increase (decrease) in liabilities net of effects from business acquisitions:
     Reserves for future policy benefits and unearned policy revenues          (12,124)     (49,315)          371
     Policyholder account balances                                             (90,370)        5,747       72,899
     Policy and contract claims                                                 (7,646)        8,857       (2,258)
     Other policyholder funds                                                   13,424        30,279       (5,482)
     Amounts payable to reinsurers                                              20,550        15,999       (2,053)
     Federal income taxes payable                                                   -           (164)         164
     Provision for deferred income taxes                                        (1,002)       3,757         4,277
     Other liabilities                                                           6,388         1,104        7,207
     Amounts due to/due from affiliates                                        (10,795)       (3,362)      (4,100)
   Net realized gains on investments                                            (4,174)       (8,284)      (2,950)
   Gain on sale of subsidiary                                                       -         (4,855)      (4,848)
   Amortization on bonds and mortgage loans                                      1,351         3,425        1,722
   Other changes                                                                (1,347)       (4,902)      (4,564)
                                                                           -----------   ------------  ----------
   Total adjustments                                                           (31,781)       70,005      (99,618)
                                                                           -----------   -----------   ----------
       Net cash provided (used) by operating activities                        (20,307)       78,797      (77,562)
                                                                           -----------   -----------   ----------
</TABLE>


                                                                   (Continued)



<PAGE>


                       Americo Life, Inc. and Subsidiaries

                Consolidated Statement of Cash Flows (Continued)
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                       <C>           <C>           <C>
Cash flows from investing activities
   Purchases of fixed maturity investments                                 $  (425,122)  $  (338,645)  $  (421,408)
   Purchases of equity securities                                             (106,290)     (107,983)      (67,815)
   Purchases of other investments                                              (13,766)       (7,972)      (21,944)
   Mortgage loans originated                                                   (58,299)      (51,461)      (24,777)
   Maturities or redemptions of fixed maturity investments                      10,319        32,110        89,206
   Sales of fixed maturity investments                                         346,488       257,910       380,251
   Sales of equity securities                                                  125,627       108,383       173,455
   Sales of other investments                                                        -        11,494        13,257
   Sale of subsidiary, net of cash sold                                              -        13,779        10,911
   Payment for subsidiaries acquired, net of cash acquired                           -       (15,377)     (248,581)
   Repayments from mortgage loans                                               20,892        27,818        45,287
   Change in due to broker                                                       1,608         3,151       (18,662)
   Change in policy loans                                                          193         4,723         4,470
                                                                           -----------   -----------   -----------
     Net cash used by investing activities                                     (98,350)      (62,070)      (86,350)
                                                                           -----------   -----------   -----------

Cash flows from financing activities
   Repayments of notes payable                                                 (21,318)         (283)         (542)
   Receipts credited to policyholder account balances                          454,864       284,251       192,648
   Return of policyholder account balances                                    (258,320)     (267,335)      (85,404)
   Dividends paid                                                               (2,000)       (2,000)       (2,000)
                                                                           ------------  ------------  -----------
     Net cash provided by financing activities                                 173,226        14,633       104,702
                                                                           -----------   -----------   -----------
Net increase (decrease) in cash and cash equivalents                            54,569        31,360       (59,210)
Cash and cash equivalents at beginning of year                                  68,219        36,859        96,069
                                                                           -----------   -----------   -----------
Cash and cash equivalents at end of year                                   $   122,788   $    68,219   $    36,859
                                                                           ===========   ===========   ===========

Supplemental disclosures of cash flow information Cash paid during year for:
Interest                                                                   $    11,647   $    12,084   $    12,095
Income taxes                                                                     3,515          (359)        4,789

Supplemental schedule of non-cash investing and financing activities Acquisition
   of subsidiaries:
     Fair value of assets acquired, net of cash acquired                   $        -    $ 19,733      $   948,724
     Liabilities                                                                    -          (4,356)    (700,143)
                                                                           ----------    ------------  ------------
     Payment for subsidiaries acquired, net of cash acquired               $        -    $ 15,377      $   248,581
                                                                           ==========    ========      ===========
</TABLE>





<PAGE>



                                      F-29

                       Americo Life, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                (Dollars in thousands, except per share amounts)

1.    Organization and Summary of Significant Accounting Policies

     Americo Life,  Inc. ("the  Company") is a holding company for the following
stock life insurance  companies,  all of which are 100% owned:  United  Fidelity
Life  Insurance  Company  ("United  Fidelity"),  Great  Southern Life  Insurance
Company  ("Great  Southern"),  The  College  Life  Insurance  Company of America
("College  Life"),  National  Farmers Union Life  Insurance  Company  ("National
Farmers"),  Financial Assurance Life Insurance Company  ("Financial  Assurance")
and The Ohio State Life Insurance Company ("Ohio State"),  collectively referred
to as the Insurance Companies.  In May 1998, the Company sold Investors Guaranty
Life  Insurance  Company  ("Investors  Guaranty") to an unrelated  party and, in
August 1997, the Company sold Loyalty Life Insurance Company ("Loyalty Life") to
an unrelated  party.  College Life owns 100% of NAP  Partners,  Inc. and Pension
Consultants and  Administrators,  Inc. which are agency operations.  The Company
also has a 50% interest in Argus Health Systems, Inc. ("Argus"), which processes
prescription drug claims. The Company is a wholly-owned  subsidiary of Financial
Holding Corporation ("FHC").

     All of the Insurance  Companies are domiciled in Texas.  One or more of the
Insurance  Companies  is  licensed in the  District  of Columbia  and all states
except New York. The above companies comprise an Insurance Company Holding Group
as  defined  by the  laws of the  State  of  Texas  and  are  bound  by  certain
regulations thereof in the conduct of their business.

Principles of consolidation and basis of presentation

     The consolidated  financial  statements include the accounts of the Company
and its direct and indirect wholly-owned  subsidiaries.  The Insurance Companies
maintain their accounts in conformity  with accounting  practices  prescribed or
permitted  by  state  insurance  regulatory  authorities.  In  the  accompanying
financial statements, such accounts have been adjusted to conform with generally
accepted accounting principles ("GAAP").  All significant  intercompany accounts
and transactions have been eliminated in consolidation.

     The  preparation  of  financial  statements  requires  management  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Investments

     Fixed  maturity  investments  classified  as  held  to  maturity  are  debt
securities for which the Company has the positive  intent and ability to hold to
maturity and are stated at amortized cost with premiums  amortized to call dates
and discounts  amortized to maturity  dates.  Marketable  equity  securities and
fixed  maturities  available  for sale are  reported  at  market  value  and the
resulting  unrealized  gains or losses,  net of  applicable  income  taxes,  are
credited or charged to stockholder's equity. If a decline in the market value of
an individual  investment is considered to be other than temporary,  the loss is
recorded as a realized  investment  loss. Gains or losses on sales of securities
are computed using the specific identification method.


<PAGE>


                       Americo Life, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)

     When the  Company  recognizes  changes  in  conditions  that  cause a fixed
maturity  investment to be  transferred to a different  category  (e.g.  held to
maturity or available for sale), the security is transferred at market value. If
the security is  transferred  from  available for sale to held to maturity,  the
related  unrealized  gain or loss is  amortized  to  investment  income over the
remaining  life of the  security.  If the security is  transferred  from held to
maturity  to  available  for sale,  the  unrealized  gain or loss is included in
stockholder's equity.

     For  mortgage-backed   securities,   the  Company  anticipates  prepayments
utilizing published data when applying the interest method. Periodic adjustments
to securities'  carrying values as a result of changes in actual and anticipated
prepayments are credited or charged to net investment income.

     Equity  securities,  consisting  of  marketable  common  and  nonredeemable
preferred  stocks,  are carried at market value. The Company's 50% or less owned
subsidiaries  are  accounted  for  using  the  equity  method,  under  which the
Company's  proportionate  share of earnings  is  recorded as a component  of net
investment income.

     Mortgage  loans on real  estate are stated at  aggregate  unpaid  principal
balances,  net of unamortized purchase premiums or discounts and less allowances
for estimated losses.  Unamortized  purchase premiums or discounts are amortized
using the effective yield method over the life of the related loan.

     Policy loans are stated at aggregate unpaid principal balances.

     Investment real estate is stated at cost, less allowances for  depreciation
and, as appropriate, provisions for possible losses.

     The Company utilizes futures contracts to manage risks related to its fixed
maturities and equity  securities  portfolio.  For those contracts which qualify
for hedge  accounting,  gains or losses on open  contracts  are  recorded  as an
adjustment to the basis of the assets hedged and are included in net  unrealized
investment  gains.  Deferred  gains or  losses  on  terminated  hedges  on fixed
maturities  are  amortized  into  income over the  remaining  life of the asset.
Deferred gains or losses on terminated  hedges on equity securities remain until
the equity  security is sold. For those contracts which do not qualify for hedge
accounting, gains or losses are recorded as realized investment gains or losses.

New Pronouncements

     In December 1997, the American  Institute of Certified  Public  Accountants
("AICPA") approved Statement of Position ("SOP") 97-3,  "Accounting by Insurance
and Other  Enterprises  for  Insurance-Related  Assessments."  SOP 97-3 provides
guidance  for  determining  when an entity  should  recognize  a  liability  for
guaranty-fund  and other  insurance-related  assessments and a related asset for
assessments which may be recovered  through future premium tax offsets.  The SOP
is effective for financial  statements for fiscal years beginning after December
15, 1998.  The adoption of this  accounting  standard did not have a significant
impact on the consolidated financial statements of the Company.

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging Activities".  SFAS No. 133 provides guidance
related to the  accounting  for derivative  instruments  and hedging  activities
focusing on the  recognition  and  measurement of derivative  instruments.  This
statement is  effective  for all fiscal  quarters of all fiscal years  beginning
after June 15,  2000.  Adoption of this  accounting  standard is not expected to
have a  significant  impact  on the  consolidated  financial  statements  of the
Company.

Cash equivalents

     The Company  considers  all highly  liquid  financial  instruments  with an
original maturity of three months or less to be cash equivalents.


Deferred policy acquisition costs and cost of business acquired

     The costs of new business produced, principally commissions, certain policy
issue and  underwriting  expenses  and certain  variable  agency  expenses,  are
deferred.  The cost of business acquired represents the amount of purchase price
assigned  to the value of the  policies  at  acquisition.  The cost of  business
acquired asset is no greater than the  actuarially  determined  present value of
future profits of the policies purchased.  For traditional life products,  these
costs are amortized in proportion  to premium  revenues over the  premium-paying
period of  related  policies  using  assumptions  consistent  with those used in
computing  benefit  reserves.   For  universal  life,   interest-sensitive   and
investment products, these costs are amortized in relation to the present value,
using the  current and  projected  credited  interest  rate,  of expected  gross
profits of the policies over the anticipated coverage period.

     Retrospective  adjustment  of  these  amounts  are made  annually  upon the
revision of estimates of current or future gross profits on universal  life-type
and annuity products to be realized from a group of policies.  Recoverability of
deferred policy acquisition costs and the cost of business acquired is evaluated
annually by comparing the current  estimate of future profits to the unamortized
asset  balances.  The revision of estimates  of future gross  profits  increased
(decreased) income related to deferred policy acquisition costs before provision
for income taxes by $985,  $6,203 and $(4,131) for the years ended  December 31,
1999,  1998 and 1997,  respectively.  The  revision of estimates of future gross
profits  increased  (decreased)  income related to the cost of business acquired
before  provision for income taxes by $(457),  $(7,105) and $1,617 for the years
ended December 31, 1999, 1998 and 1997, respectively.

     Anticipated  investment returns,  including realized gains and losses, from
the  investment  of  policyholder  balances are  considered in  determining  the
amortization of deferred policy acquisition costs, the cost of business acquired
and unearned policy  revenues.  When fixed maturities are stated at market value
an  adjustment is made to the deferred  policy  acquisition  costs,  the cost of
business   acquired  and  unearned  policy  revenues  equal  to  the  change  in
amortization  that would have been recorded if those fixed  maturities  had been
sold at their fair value and the proceeds  reinvested  at current  yields.  This
adjustment  is  recorded  net of income tax  directly to the  accumulated  other
comprehensive income component of stockholder's equity.

Universal life-type and annuity products

     Policyholder  account balances of universal  life-type,  interest-sensitive
and annuity products represent  accumulated  contract values,  without reduction
for potential  surrender charges and deferred  front-end  contract charges which
are amortized over the term of the policies. Revenue for universal life-type and
other  interest-sensitive  products is  principally  comprised of insurance  and
policy  administration  fees and surrender  charges,  as well as amortization of
deferred front-end contract charges.  Benefits and claims are charged to expense
in the period  incurred,  net of related  accumulated  contract values released.
Interest on  accumulated  contract  values is credited to  contracts  as earned.
Crediting rates for universal  life-type and annuity  products ranged from 3% to
6% at December 31, 1999.

Traditional life insurance products

     Traditional  life insurance  products include whole life insurance and term
life  insurance.  Reserves for future policy  benefits are estimated using a net
level premium  method based upon  historical  experience  of investment  yields,
mortality and withdrawals  including  provisions for possible adverse deviation.
Investment yield  assumptions are based on historical rates ranging from 7.0% to
9.0%. Mortality assumptions are based on the 1975-1980 Select and Ultimate Basic
Table with certain modifications including underwriting classifications and year
of issue.  Withdrawal  assumptions  for all products are estimated  based on the
Insurance Companies'  experience.  Additions to these reserves are required when
their  balances,  in  addition  to future  net cash flows  including  investment
income,  are  insufficient to cover future  benefits and expenses.  Premiums for
these  products are recognized as revenue when due.  Traditional  life insurance
benefits and claims are charged to expense in the period incurred.


<PAGE>



Reinsurance

     Premiums and expenses  include amounts  related to reinsurance  assumed and
are stated net of amounts ceded. Reinsurance receivables and prepaid reinsurance
premiums are reported as assets and are recognized in a manner  consistent  with
the liabilities related to the underlying reinsured contracts.

Participating policies

     Participating life insurance policies  represent  approximately  1.2%, 1.3%
and 1.7% of the ordinary life insurance in force at December 31, 1999,  1998 and
1997,  respectively.  Premium  income  related to  participating  life insurance
policies  represents 3.8%, 3.3% and 3.3% of premiums and policy revenues for the
years 1999,  1998 and 1997,  respectively.  The  dividends  paid and accrued are
calculated in accordance with the terms of the individual  policy provisions and
the  dividend  schedule  as  reviewed  and  approved  annually  by the  Board of
Directors.

Property and equipment

     Company-occupied  property,  data  processing  equipment  and furniture and
office equipment,  included in other assets, are stated at cost less accumulated
depreciation of $10,814 and $12,434 at December 31, 1999 and 1998, respectively.
Depreciation  is  computed  on a  straight-line  basis for  financial  reporting
purposes using estimated useful lives of three to 30 years. Depreciation expense
was $5,358,  $5,492 and $3,436 for the years ended  December 31, 1999,  1998 and
1997, respectively.

Income taxes

     Provision for income taxes  includes  deferred taxes arising from temporary
differences  between  the  tax and  financial  reporting  basis  of  assets  and
liabilities.  This liability method of accounting for income taxes also requires
the Company to reflect the effect of a tax rate change on  accumulated  deferred
income taxes in income for the period in which the change is enacted.

Net income per common share

     Net income per common  share is  calculated  by  dividing  the  appropriate
income item by the average number of shares of common stock  outstanding  during
the period. There were no common share equivalents outstanding during 1999, 1998
or 1997.

Reclassifications

     Previously  reported  amounts for prior years have in some  instances  been
reclassified to conform to the current year presentation.

2.    Fair values of financial instruments

     The  following   estimated  fair  value  disclosures  are  limited  to  the
reasonable  estimates  of  the  fair  value  of  only  the  Company's  financial
instruments. The Company does not anticipate that any significant assets will be
disposed  of or that  any  significant  liabilities  would be  settled  at these
estimated fair values.

     Investment  securities:   The  estimated  fair  values  of  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.  In the case of private  placements,  fair
values  are  determined  using  market  values  of  comparable  securities.  The
estimated fair values of equity securities are based on quoted market prices.

     Mortgage  loans:  The fair values of  mortgage  loans are  estimated  using
discounted cash flow analyses and interest rates being offered for similar loans
to borrowers with similar credit ratings.

     Policy  loans:  Policy loans are  generally  issued with coupon rates below
market rates and are considered early payment of the life benefit.  As such, the
carrying amount of these financial instruments is a reasonable estimate of their
fair value.

     Other  invested  assets:  The fair  value of the note  receivable  from PFS
Holding  Company  ("PFSH"),  a  wholly-owned  subsidiary of FHC, is estimated by
discounting future cash flows at current market rates.

     Cash  and  cash  equivalents:  The  carrying  value  of  these  instruments
approximates fair value.

     Annuities:  The fair values of the Company's  annuities are estimated
using the current cash surrender  value for the Company's annuity contracts.

     Notes payable:  The fair value of the Company's senior  subordinated  notes
equals the quoted  market  price at the  reporting  date.  The fair value of the
Company's  other notes payable was calculated  using a discounted  interest rate
which reflects prevailing market rates.

     The  estimated  fair  values  of the  Company's  financial  instruments  at
December 31, are as follows:
<TABLE>

                                                               1999                               1998
                                                  -------------------------------    -------------------------------

                                                     Carrying          Fair             Carrying          Fair
                                                      Amount          Value              Amount          Value
<S>                                                <C>             <C>                <C>             <C>
Financial assets:
   Fixed maturities held to maturity                $   852,908     $   821,335        $   876,594     $   914,672
   Fixed maturities available for sale                  925,997         925,997            925,191         925,191
   Equity securities                                     73,448          73,448             89,022          89,022
   Mortgage loans                                       227,601         229,538            190,074         203,135
   Policy loans                                         209,979         209,979            210,173         210,173
   Other invested assets                                 10,000           9,775             10,000          10,515
   Cash and cash equivalents                            122,788         122,788             68,219          68,219
Financial liabilities:
   Annuities                                          1,122,400       1,021,384          1,042,622         963,911
   Notes payable                                        111,165         111,165            132,533         134,283
</TABLE>



<PAGE>



3.    Changes in Subsidiaries

     On April 15, 1997, the Company acquired all of the outstanding common stock
of Ohio State and Investors  Guaranty  from Farmers  Group,  Inc.  pursuant to a
stock  purchase  agreement  dated  January  21,  1997.  The  purchase  price was
$345,387. The acquisition of Ohio State and Investors Guaranty was accounted for
using the purchase method of accounting. The operating results of Ohio State and
Investors  Guaranty are included in the Company's  statement of income after the
date of acquisition.

     The assets acquired and  liabilities  assumed related to the acquisition of
Ohio State and Investors Guaranty were as follows:
<TABLE>

<S>                                                  <C>
Assets acquired:
         Fixed maturities                             $   623,790
         Equity securities                                123,418
         Cash and cash equivalents                         90,219
         Cost of business acquired                        141,919
         Other assets                                      59,597
                                                    -------------
                                                    $   1,038,943
Liabilities assumed:
         Policyholder account balances              $     521,355
         Reserves for future policy benefits              153,482
         Other liabilities                                 18,719
                                                     ------------
                                                    $     693,556
</TABLE>

     On April 16, 1997, Ohio State and Investors  Guaranty entered into separate
coinsurance  agreements to reinsure 100% of their  insurance  liabilities  to an
unaffiliated  insurance  company  (the  "Reinsurer")  in  exchange  for a ceding
commission  of  approximately  $146,000.  On the same day, the Reinsurer and the
Company entered into a modified coinsurance  agreement under which the Reinsurer
ceded certain risks on a 70% quota share basis on the same insurance liabilities
to the Company.  The reinsurance  agreements have the net effect of transferring
30% of the  profits on the Ohio State and  Investors  Guaranty  policies  to the
Reinsurer.  Under the coinsurance  treaty,  the assets  supporting the insurance
liabilities  are retained by the Reinsurer in an escrow  account for the benefit
and protection of the Company.  The Reinsurer will receive 100% of the statutory
profits from the  reinsured  policies  until the  Reinsurer  has  recovered  the
initial ceding commission.

     Ohio State and Investors Guaranty transferred bonds and policy loans to the
Reinsurer equal to the statutory reserve liabilities less the ceding commission.
The policy liabilities are included in the Company's consolidated balance sheet.
The assets retained by the Reinsurer are included on the Company's  consolidated
balance sheet as a receivable from the Reinsurer.  The cost of business acquired
asset  related to the acquired  business has been reduced to reflect the net 30%
coinsurance.

     The acquisition of Ohio State and Investors Guaranty was funded by internal
funds and the proceeds of a $240,000 repurchase  agreement.  Upon receipt of the
$146,000 ceding commission from the Reinsurer, Ohio State and Investors Guaranty
paid dividends  totaling $200,000 to the Company.  The repurchase  agreement was
closed out in 1997.



<PAGE>



     Summarized  unaudited pro forma consolidated  financial  information of the
Company is set forth in the  following  table.  This  financial  information  is
presented assuming the acquisition of Ohio State and Investors Guaranty occurred
on January 1, 1997. <TABLE>

                                                                 1997

<S>                                                            <C>
      Total revenue                                            $  458,203
      Net income                                                   21,701
      Net income per common share                                2,170.10
</TABLE>

     On May 8, 1998, Great Southern sold all of the outstanding  common stock of
Investors Guaranty, a wholly-owned subsidiary,  for $14,793, resulting in a gain
included in other income of $4,855.  All of the insurance  business of Investors
Guaranty is reinsured to an unaffiliated  insurance  company under a coinsurance
agreement  and  subsequently  reinsured  to  Great  Southern  under  a  modified
coinsurance  agreement on a 70% quota share basis. These reinsurance  agreements
are  unaffected  by the sale.  As of the date of sale,  Investors  Guaranty  had
assets totaling $10.3 million and liabilities totaling $0.4 million.

     In October 1998, the Company entered into a series of transactions with the
individual  owning the 50% of College Insurance Group, Inc. ("CIG") not owned by
the  Company.  The purpose of the  transactions  was to  consolidate  all of the
activities in the asset accumulation markets conducted by CIG and other entities
owned  100% by the  individual  with  those of the  Company.  Specifically,  the
Company  acquired  the other 50% of CIG for  $6,236  and  acquired  the stock or
assets of various marketing  entities  wholly-owned by the individual for $9,518
plus  contingent  consideration  of up to an  additional  $5.0 million  based on
achieving certain sales production  levels. In addition,  the Company recaptured
all of the insurance  liabilities  that were previously ceded to an entity owned
by the  individual.  The  Company  paid  $2,624  and  $3,945  in 1999 and  1998,
respectively and will pay $2,580 in 2000 to recapture these liabilities.

     In  1997,  Great  Southern  sold  the  stock of  Loyalty  Life for  $12,280
resulting  in a  $4,848  gain.  Prior to this  sale,  several  of the  Company's
insurance  subsidiaries  entered  into  agreements  with  Loyalty  Life  for the
assumption  of  Loyalty  Life  insurance  liabilities.  As of the  date of sale,
Loyalty Life had assets  totaling $32.4 million and  liabilities  totaling $20.0
million.


<PAGE>



4.   Investments

Fixed Maturities

     The amortized cost of investments in fixed  maturities,  the cost of equity
securities  and the estimated  market values of such  investments by category of
securities, are as follows: <TABLE>

                                                                              December 31, 1999
                                                      ------------------------------------------------------------------

                                                                          Gross              Gross         Estimated
                                                        Amortized      Unrealized          Unrealized        Market
                                                           Cost           Gains              Losses          Value
<S>                                                   <C>             <C>                <C>             <C>
Held to maturity:
   U.S. Treasury and government securities             $      2,366    $         29       $        (95)   $      2,300
   Public utility securities                                 52,323             521             (2,336)         50,508
   Corporate securities                                     516,098           3,609            (25,661)        494,046
   Asset-backed securities                                   29,305               -             (1,674)         27,631
   Mortgage-backed pass-through securities                   26,463             419               (606)         26,276
   Collateralized mortgage obligations                      226,353             643             (6,422)        220,574
                                                      -------------   -------------      -------------   -------------
                                                            852,908           5,221            (36,794)        821,335
                                                      -------------   -------------      -------------   -------------
Available for sale:
   U.S. Treasury and government securities                   27,360             277               (108)         27,529
   Public utility securities                                 42,300              32             (1,861)         40,471
   Corporate securities                                     636,371             373            (50,677)        586,067
   Asset-backed securities                                   88,857             182             (5,142)         83,897
   Mortgage-backed pass-through securities                   83,560             238             (1,482)         82,316
   Collateralized mortgage obligations                      107,406           1,234             (2,923)        105,717
                                                      -------------   -------------      -------------   -------------
                                                            985,854           2,336            (62,193)        925,997
                                                      -------------   -------------      -------------   -------------
     Subtotal, all fixed maturities                       1,838,762           7,557            (98,987)      1,747,332
                                                      -------------   -------------      -------------   -------------
Equity securities                                            33,467          41,319             (1,338)         73,448
                                                      -------------   -------------      --------------  -------------
     Total fixed maturities and equity securities      $  1,872,229    $     48,876       $   (100,325)   $  1,820,780
                                                      =============   =============      =============-  =============

                                                                              December 31, 1998
                                                      ------------------------------------------------------------------

                                                                          Gross              Gross         Estimated
                                                        Amortized      Unrealized          Unrealized        Market
                                                           Cost           Gains              Losses          Value
Held to maturity:
   U.S. Treasury and government securities             $      3,402    $        191       $          -    $      3,593
   Public utility securities                                 47,290           2,871                 (1)         50,160
   Corporate securities                                     511,028          28,672             (1,316)        538,384
   Asset-backed securities                                   29,961             991                (24)         30,928
   Mortgage-backed pass-through securities                   28,963           1,185                 (8)         30,140
   Collateralized mortgage obligations                      255,950           6,146               (629)        261,467
                                                       ------------    ------------       ------------    ------------
                                                            876,594          40,056             (1,978)        914,672
                                                       ------------    ------------       ------------    ------------
Available for sale:
   U.S. Treasury and government securities                   40,858           2,063                 (1)         42,920
   Public utility securities                                 33,338           1,695                  -          35,033
   Corporate securities                                     546,654          25,081             (5,762)        565,973
   Asset-backed securities                                   78,778           3,469               (115)         82,132
   Mortgage-backed pass-through securities                  109,375           2,673                (62)        111,986
   Collateralized mortgage obligations                       84,661           2,713               (227)         87,147
                                                       ------------    ------------       -------------   ------------
                                                            893,664          37,694             (6,167)        925,191
                                                       ------------    ------------       -------------   ------------
     Subtotal, all fixed maturities                       1,770,258          77,750             (8,145)      1,839,863
                                                       ------------    ------------       ------------    ------------
Equity securities                                            42,201          47,043               (222)         89,022
                                                       ------------    ------------       ------------    ------------
     Total fixed maturities and equity  securities     $  1,812,459    $    124,793       $     (8,367)   $  1,928,885
                                                       ============    ============       ============    ============
</TABLE>


     The amortized cost and estimated market value of mortgage-backed securities
by category at December 31, 1999 are as follows:
<TABLE>

                                                              Held to Maturity               Available for Sale
                                                         ---------------------------     ---------------------------

                                                                        Estimated                       Estimated
                                                          Amortized    Market Value       Amortized    Market Value
                                                             Cost                            Cost

<S>                                                       <C>           <C>               <C>           <C>
Pass-through agency securities                            $   26,463    $   26,276        $   83,560    $   82,316

Collateralized mortgage obligations:
   Sequential class                                           57,206        55,556            84,846        83,772
   Planned amortization class                                 60,989        58,895             4,249         4,264
   Very accurately defined maturity                           95,458        93,683             7,198         6,669
   Other                                                      12,700        12,440            11,113        11,012
                                                          ----------    ----------        ----------    ----------
                                                             226,353       220,574           107,406       105,717
                                                          ----------    ----------        ----------    ----------
     Total securities                                     $  252,816    $  246,850        $  190,966    $  188,033
                                                          ==========    ==========        ==========    ==========
</TABLE>


     The amortized cost and estimated market value of fixed maturities which are
held to maturity and  available  for sale at December 31, 1999,  by  contractual
maturity,  are shown below.  Expected  maturities  will differ from  contractual
maturities  because  borrowers may have the right to call or prepay  obligations
with or without penalties. <TABLE>

                                                              Fixed Maturities                Fixed Maturities
                                                              Held to Maturity               Available for Sale
                                                         ---------------------------     ---------------------------

                                                                        Estimated                       Estimated
                                                          Amortized    Market Value       Amortized    Market Value
                                                             Cost                            Cost

<S>                                                       <C>           <C>               <C>           <C>
Due in one year or less                                   $    7,680    $    7,334        $   16,613    $   16,701
Due after one year through five years                        172,112       167,574           100,550        97,857
Due after five years through ten years                       219,743       208,142           238,822       225,001
Due after ten years                                          171,252       163,804           350,044       314,508
Mortgage-backed securities                                   282,121       274,481           279,825       271,930
                                                          ----------    ----------        ----------    ----------
                                                          $  852,908    $  821,335        $  985,854    $  925,997
                                                          ==========    ==========        ==========    ==========
</TABLE>

     At December 31, 1999, the Company held below  investment  grade (S&P rating
below BBB-)  corporate  debt  securities  with an  aggregate  carrying  value of
$34,097 and market  value of $33,045.  At December  31,  1998,  the Company held
below  investment  grade corporate debt  securities  with an aggregate  carrying
value of $14,941 and market value of $14,950.  These  holdings  amounted to 0.8%
and  0.4%  of the  Company's  total  assets  at  December  31,  1999  and  1998,
respectively.


<PAGE>



     Fixed  maturities  with an amortized book value of $30,198 and $29,223 were
on deposit with insurance  regulatory agencies of certain states at December 31,
1999 and 1998, respectively.

     The Company  owns a $10,000,  9.25% senior  subordinated  note ("the note")
issued by PFSH which  matures in September  2004.  The note is included in other
invested assets on the Company's consolidated balance sheet.

Mortgage loans on real estate

     At December 31, mortgage loans on real estate consisted of:
<TABLE>
                                                                                       1999              1998
                                                                                       ----              ----

<S>                                                                                 <C>              <C>
      Mortgage loan principal                                                       $  227,976       $  190,838
      Net unamortized purchase discount                                                    (75)            (464)
      Allowance for losses                                                                (300)            (300)
                                                                                  -------------    ------------
         Net mortgage loans                                                         $  227,601       $  190,074
                                                                                  ============     ============
</TABLE>

     The Company's  mortgage  loans on real estate are  diversified  by property
type,  location and loan size and are collateralized by the related  properties.
At December 31, 1999,  mortgage  loans on real estate were  concentrated  in the
following property types:
<TABLE>

                                                                                                        % 0f
                                                                                       1999           Portfolio
<S>                                                                                <C>                   <C>
      Property type:
         Commercial
           Multi-family apartments                                                  $   77,376            34.0%
           Retail space                                                                 49,582            21.8
           Industrial/Warehouses                                                        63,718            28.0
           Office buildings                                                             35,278            15.5
         Residential                                                                     1,647             0.7
                                                                                    ----------         -------
           Total                                                                    $  227,601           100.0%
                                                                                    ==========           =====
</TABLE>

     At December 31, 1999, the following  states had a concentration of mortgage
loans  aggregating  more  than  10% of the  Company's  mortgage  loans:  Texas -
$43,236; Missouri - $29,431; and Kansas - $30,680.

Investment in equity subsidiaries

     The following table presents summarized financial information on a combined
proportionate  basis  of the  Company's  equity  affiliates.  Amounts  presented
included the accounts of the Company's equity subsidiaries, CIG, Argus, Hereford
LLP and a hotel joint venture.  The Company acquired the remaining 50% of CIG in
1998. Subsequent to the acquisition date, the operations of CIG are consolidated
in the Company's financial statements. <TABLE>

                                                                           1999          1998           1997
                                                                           ----          ----           ----

<S>                                                                    <C>           <C>            <C>
      Current assets                                                   $     7,382   $     5,471    $    16,630
      Noncurrent assets                                                     17,466        17,547         96,494
      Current liabilities                                                    3,324         3,353          4,883
      Noncurrent liabilities                                                 9,383         9,996         86,571
      Net revenues                                                          27,864        32,124         28,910
      Expenses applicable to net revenues                                   23,688        26,560         23,521
      Income from continuing operations                                      4,176         3,740          5,083
      Net income                                                             2,776         2,581          3,244
</TABLE>

     In 1999,  the Company  received a cash  distribution  from  Hereford LLP of
$240. In 1998,  the Company  received cash dividends from Argus and Hereford LLP
of $9,500 and $443, respectively.

Net investment income

     Net investment  income for the years ended December 31, is comprised of the
following:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----

<S>                                                                         <C>           <C>          <C>
Fixed maturities                                                            $  126,739    $  124,157   $   117,197
Equity securities                                                                1,328         1,484         1,437
Equity in earnings of equity subsidiaries                                        2,776         2,581         3,622
Mortgage loans on real estate                                                   16,883        16,518        16,712
Policy loans                                                                    12,572        12,671        12,420
Reinsurance funds held by reinsurer                                             60,342        66,895        65,747
Cash, short-term investments and other                                          12,431         8,005         8,770
                                                                           -----------   -----------   -----------
         Total investment income                                               233,071       232,311       225,905
Less investment expenses                                                        (5,449)       (5,777)       (6,638)
                                                                           -----------   -----------   -----------
         Net investment income                                              $  227,622   $   226,534   $   219,267
                                                                           ===========   ===========   ===========
</TABLE>

Realized gains and losses

     Realized  gains  and  losses  from  the  sales  and  other  redemptions  of
investments for the years ended December 31, are as follows:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                       <C>            <C>          <C>
Fixed maturity securities:
   Held to maturity:
     Realized gains                                                        $         -   $         -   $         -
     Realized losses                                                                 -             -             -
   Available for sale:
     Realized gains                                                              3,199        23,193         4,688
     Realized losses                                                              (592)       (1,212)       (4,097)
Equity securities:
   Realized gains                                                               14,391         6,018         4,582
   Realized losses                                                             (13,032)      (21,642)       (5,349)
Other investments:
   Realized gains                                                                  276         4,929         5,339
   Realized losses                                                                 (68)       (3,002)       (2,213)
                                                                           -----------   -----------   -----------
Total net realized investment gains                                         $    4,174   $     8,284   $     2,950
                                                                           ===========   ===========   ===========
</TABLE>



<PAGE>



     Following  are the  components  of net  unrealized  investment  gains as of
December 31:
<TABLE>

                                                                                             1999          1998
                                                                                             ----          ----
<S>                                                                                     <C>           <C>
Investments carried at amortized cost:
   Fixed maturities available for sale                                                   $   (62,186)  $    29,200
   Fixed maturities reclassified from available for sale to held to maturity                  33,482        36,509
Investments carried at estimated fair value:
   Equity securities                                                                          39,981        47,172
Effect on other balance sheet accounts                                                        16,984       (21,019)
Deferred income taxes                                                                         (9,102)      (31,363)
                                                                                         -----------   -----------
     Net unrealized investment gains                                                     $    19,159   $    60,499
                                                                                         ===========   ===========
</TABLE>

     In November 1995, the FASB issued "A Guide to  Implementation  of Statement
115 on Accounting for Certain  Investments in Debt and Equity  Securities" ("the
Guide") which, among other things, provided entities with a one-time opportunity
to transfer some or all securities from held to maturity.  In December 1995, the
Company  transferred  fixed maturity  securities with an amortized book value of
$195,207  and a market  value of $198,329  out of the held to maturity  category
into the  available for sale  category.  Additionally,  the Company  transferred
fixed maturity  securities with an amortized book value of $169,439 and a market
value  of  $178,883  out of the  available  for sale  category  into the held to
maturity  category.  In  1993,  the  Company  transferred  securities  from  the
available for sale category to the held to maturity category. The net unrealized
gains of  $33,482  and  $36,509 at  December  31,  1999 and 1998,  respectively,
relating  to  these  investments  transferred  to held  to  maturity  are  being
amortized  into income  using the  effective  yield method over the lives of the
related securities.

The components of other comprehensive income are as follows:
<TABLE>


                                                                    Amounts            Income       Amounts Net of
                                                                   Before Tax          Taxes              Tax

1999

<S>                                                               <C>               <C>               <C>
Unrealized holding losses arising during period                   $   (60,535)      $    21,188       $   (39,347)
Reclassification adjustments for gains realized
  in net income                                                        (3,066)            1,073            (1,993)
                                                                  -----------       -----------       -----------
Other comprehensive income                                        $   (63,601)      $    22,261       $   (41,340)
                                                                  ===========       ===========       ===========

1998

Unrealized holding gains arising during period                    $    15,689       $    (5,470)      $    10,219
Reclassification adjustments for gains realized
  in net income                                                       (10,297)            3,604            (6,693)
                                                                  -----------       -----------       -----------
Other comprehensive income                                        $     5,392       $    (1,866)      $     3,526
                                                                  ===========       ===========       ===========

1997

Unrealized holding gains arising during period                    $    30,939       $   (11,041)      $    19,898
Reclassification adjustments for gains realized
  in net income                                                          (176)               62              (114)
                                                                  -----------       -----------       -----------
Other comprehensive income                                        $    30,763       $   (10,979)      $    19,784
                                                                  ===========       ===========       ===========
</TABLE>



<PAGE>



     The carrying value of investments that were non-income producing during the
three year period  ended  December  31, 1999 was not  material to the  Company's
consolidated financial position.

5.    Deferred Policy Acquisition Costs and Cost of Business Acquired

     The balances of and changes in deferred  policy  acquisition  costs and the
cost of business  acquired as of and for the three years ended  December 31, are
as follows:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----

<S>                                                                       <C>           <C>           <C>
Deferred policy acquisition costs:
  Balance, beginning of year                                               $   131,574   $    87,840   $    72,438
  Capitalization of expenses                                                    64,813        44,548        34,220
  Other additions                                                                    -        30,645             -
  Interest accretion                                                             9,290         7,286         5,802
  Amortization                                                                 (44,667)      (19,868)      (27,207)
  Amounts related to fair value adjustment of fixed maturity securities         51,850       (18,877)        2,587
                                                                           -----------   -----------   -----------
  Balance, end of year                                                     $   212,860   $   131,574   $    87,840
                                                                           ===========   ===========   ===========

Cost of business acquired:
  Balance, beginning of year                                               $   247,125   $   300,180   $   200,710
  Additions                                                                        425         9,497       124,052
  Interest accretion                                                            12,356        15,453        18,157
  Amortization                                                                 (50,283)      (77,524)      (46,904)
  Amounts related to fair value adjustment of fixed maturity securities          9,867          (481)        4,165
                                                                           -----------   -----------   -----------
  Balance, end of year                                                     $   219,490   $   247,125   $   300,180
                                                                           ===========   ===========   ===========
</TABLE>


     The estimated  amortization and interest  accretion of the cost of business
acquired for the five years ending December 31, 2004 are as follows:
<TABLE>

                                                 Interest           Estimated
                           Amortization          Accretion        Net Decrease

         <S>               <C>                <C>                 <C>
         2000               $   43,257         $   10,409           $   32,848
         2001                   36,855              9,036               27,819
         2002                   30,668              7,865               22,803
         2003                   25,684              6,872               18,812
         2004                   21,084              6,041               15,043
</TABLE>



<PAGE>



6.    Insurance Liabilities and Reinsurance

     Insurance liabilities at December 31, consist of the following:
<TABLE>

                                                                                          1999            1998
                                                                                          ----            ----
<S>                                                                                 <C>             <C>
Policyholder account balances:
   Universal life                                                                    $  1,477,227    $  1,458,491
   Annuities                                                                            1,122,400       1,042,622
                                                                                     ------------    ------------
                                                                                     $  2,599,627    $  2,501,113
                                                                                     ============    ============

Reserves for future policy benefits:
   Traditional life                                                                  $    807,391    $    818,312
   Accident and health                                                                      2,524           2,458
   Supplementary contracts                                                                 13,025          13,147
                                                                                     ------------    ------------
                                                                                     $    822,940    $    833,917
                                                                                     ============    ============
</TABLE>

     At December 31, 1999,  approximately 92% of the annuity account balances of
the Insurance Companies are subject to surrender charges upon early withdrawal.

     The  Insurance  Companies  cede and assume  reinsurance  with  unaffiliated
companies.  The  maximum  portion  of  the  risk  retained  on the  life  of any
individual is $350.

     As more  fully  described  in Note 3, the  Company  entered  into  separate
coinsurance agreements during 1997 to reinsure 100% of the insurance liabilities
of Ohio State and  Investors  Guaranty to the  Reinsurer.  On the same day,  the
Reinsurer  and Great  Southern  entered into a modified  coinsurance  agreement.
These  agreements  effectively  transfer  30% of the  profits  of Ohio State and
Investors Guaranty policies to the Reinsurer.

     In October  1995,  the Company  entered  into  several  agreements  with an
unaffiliated  insurance  company and the Reinsurer.  One of the agreements calls
for the direct insurer to reinsure  substantially all of its insurance  policies
and  contracts  to the  Reinsurer on a  coinsurance  basis.  The direct  insurer
transferred  approximately  $348,000 of assets to the  Reinsurer  and received a
ceding commission of $37,328.  On July 2, 1996, the Company entered into similar
agreements  with another  unaffiliated  insurance  company.  The direct  insurer
transferred  approximately  $405,000 of assets to the  Reinsurer  and received a
ceding commission of $34,745.  The Reinsurer  entered into modified  coinsurance
agreements  to reinsure  certain risks on the same  insurance  policies to Great
Southern.  The  modified  coinsurance  agreements  provide  that the  assets and
insurance  liabilities  related to the reinsured  policies are to be retained by
the  Reinsurer.  The  assets  retained  by the  Reinsurer  are held in an escrow
account for the benefit of Great Southern.

     Great  Southern also entered into  reinsurance  agreements  with the direct
insurers  which  provide  for Great  Southern  to  reinsure  the life  insurance
policies and  contracts  of the direct  insurers on either a  coinsurance  or an
assumption  basis  subject  to the  existing  coinsurance  agreements  with  the
Reinsurers.  The completion of the assumption of the policies will be subject to
necessary insurance department and policyholder approvals.

     These various  agreements are collectively  referred to as the "Reinsurance
Agreements".  The Company  accounts for the Reinsurance  Agreements by recording
the direct  and  assumed  insurance  liabilities  and  amounts  receivable  from
Reinsurer  equal  to the  assets  held by the  Reinsurer.  Premiums  and  policy
revenues  and  policyholder  benefits  assumed  under the  modified  coinsurance
agreements are included in the Company's  statement of income.  Interest  income
earned on the assets held by the Reinsurer is recorded as investment income.

     At  December  31,  the  amounts  receivable  from  reinsurers,  the cost of
business  acquired  and the  insurance  liabilities  related to the  Reinsurance
Agreements included on the Company's consolidated balance sheet are as follows:


<PAGE>

<TABLE>

                                                                                        1999              1998
                                                                                        ----              ----

<S>                                                                                 <C>              <C>
Amounts receivable from reinsurers                                                  $  1,029,780     $  1,101,255
Cost of business acquired                                                                127,397          151,234
Insurance liabilities                                                                  1,143,645        1,249,689
</TABLE>

     The  Reinsurer  will  receive  all  statutory  profits  from the  reinsured
policies until the Reinsurer has recovered the initial ceding  commission.  Upon
termination of the modified coinsurance  agreements,  Great Southern is required
to reimburse the Reinsurer for the amount of the unrecovered ceding commission.

    Amounts receivable from reinsurers consists of the following at December 31:
<TABLE>

                                                                                        1999              1998
                                                                                        ----              ----

<S>                                                                                <C>              <C>
Amounts recoverable for ceded future policy benefits                               $   1,172,898    $   1,274,931
Unrecovered ceding commission                                                           (113,865)        (148,435)
Amounts recoverable on ceded policy and contract claims                                   16,277           17,996
Amounts recoverable on paid losses                                                         6,110            3,901
Other                                                                                     58,786           58,804
                                                                                   -------------    -------------
                                                                                   $   1,140,206    $   1,207,197
                                                                                   =============    =============
</TABLE>

     Amounts  receivable from reinsurers  include $13,221 and $13,721 from
another unrelated insurance company at December 31, 1999 and 1998, respectively.

     Reinsurance  contracts  do not relieve the Company from its  obligation  to
policyholders.  Failure of reinsurers to honor their obligations would result in
losses to the Company.  The Company  evaluates  the  financial  condition of its
reinsurers and monitors concentrations of credit risk arising from activities or
economic   characteristics  of  the  reinsurers  to  minimize  its  exposure  to
significant  losses from  reinsurer  insolvencies.  At  December  31,  1999,  no
allowance has been established as all amounts are deemed collectible.

     Premiums  ceded under  reinsurance  agreements  were  $49,905,  $50,283 and
$48,279 for the years ended  December  31,  1999,  1998 and 1997,  respectively.
Reinsurance  recoveries  netted  against  other  policyholder  benefits  totaled
$55,494,  $52,738 and $55,825 for the years ended  December 31,  1999,  1998 and
1997, respectively.  The Insurance Companies are liable for reinsurance ceded to
other  companies in the event the  reinsurers are unable to pay their portion of
the policy benefits.

     Certain of the  Insurance  Companies  have ceded blocks of insurance  under
financial  reinsurance  treaties  to provide  funds for  acquisitions  and other
purposes.  These reinsurance transactions represent financial arrangements under
generally accepted accounting principles, and accordingly,  are not reflected in
the accompanying financial statements,  except for the associated risk fees. For
statutory accounting purposes,  these financial reinsurance transactions provide
a reserve credit which increases statutory surplus.

     Certain  financial  reinsurance  treaties  entered  into  by the  Insurance
Companies  contain  minimum  statutory  surplus  requirements  and  require  the
Insurance  Companies  to place  securities  in an  escrow  account  ($71,454  at
December  31,  1999) to  secure  obligations  to the  reinsurer.  The  Insurance
Companies are in compliance with all requirements at December 31, 1999.



<PAGE>



7.    Notes Payable

     Notes payable at December 31, are comprised of the following:
<TABLE>

                                                                                             1999          1998
                                                                                             ----          ----

<S>                                                                                      <C>          <C>
Senior subordinated notes bearing interest at 9.25%, due 2005                            $   100,000   $   100,000
Borrowing under $70,000 amended and restated credit agreement, bearing interest at
7/8% over LIBOR rate                                                                               -        21,000
Unsecured discounted $12,000 notes, bearing interest at an effective interest rate of
11.5%, payable in semi-annual equal installments due 2010                                      7,616         7,976
Unsecured discounted $5,000 note, bearing interest at an effective interest rate of
12.0% due 2015                                                                                 3,094         3,053
Other                                                                                            455           504
                                                                                         -----------   -----------
                                                                                         $   111,165   $   132,533
                                                                                         ===========   ===========
</TABLE>

     The senior  subordinated  notes (the Notes) are redeemable at the option of
the Company,  in whole or in part, at 100% of the principal amount on January 1,
2000 and thereafter.

     In 1995,  the Company  entered into a $70,000  Credit  Agreement  which was
provided  by a  syndicate  of  lenders  with  The  Chase  Manhattan  Bank as the
administrative  agent. The Credit Agreement was amended and restated in December
1996 and  subsequently  amended in 1997 and 1998. The Company repaid all amounts
outstanding  under the  Credit  Agreement  during  1999.  The  Credit  Agreement
operated as a revolving  credit  facility until December 31, 1999, at which time
it was  terminated.  Amounts  outstanding  under the  Credit  Agreement  accrued
interest at a variable rate or the prime rate. The Company paid 0.2% per year on
the unused portion of the Credit Agreement.

     The  unsecured  discounted  notes bear  interest at 6.5% per annum  payable
semi-annually and rank pari passu with the Notes. The Company recorded the notes
at their fair value at the date of issuance  using  effective  interest rates of
11.5% and 12.0%. The unamortized  discount at December 31, 1999 was $3,804.  The
$5,000 note is subject to contractual  set-off rights and is held under a pledge
and  escrow  agreement  to secure  certain  indemnification  obligations  to the
Company.

     The  Notes  contain  certain  covenants  including,  but  not  limited  to,
limitations on indebtedness,  liens securing  indebtedness,  sale or issuance of
capital stock of the Company's  subsidiaries,  restricted payments,  issuance of
other subordinated indebtedness,  investments, dividends and other distributions
by the Company's subsidiaries and transactions with affiliates.  The Company was
in compliance with all debt covenants at December 31, 1999.

     The aggregate principal payments due during each of the next five years are
as follows:
<TABLE>

           <S>             <C>
           2000             $      377
           2001                    396
           2002                    443
           2003                    496
           2004                    551
           Later years         108,902
                            ----------
                            $  111,165

</TABLE>


<PAGE>



8.    Stockholder's Equity and Statutory Surplus

     The Insurance  Companies are required by the applicable  state's department
of insurance to maintain  minimum levels of statutory  capital and surplus.  The
reported statutory capital and surplus of each company at December 31, 1999 was:
<TABLE>

                                                           Reported Statutory
                Company                                    Capital and Surplus

<S>                                                         <C>
                United Fidelity                             $    87,190
                Great Southern                                  150,981
                College Life                                     32,393
                National Farmers                                 44,867
                Ohio State                                      125,314
                Financial Assuranc                                5,766
</TABLE>

     Dividend  distributions  of the  Insurance  Companies  to their  respective
stockholder  exceeding the greater of statutory net gain from operations  during
the  preceding  year or 10% of capital and  surplus at the end of the  preceding
year are subject to the prior  approval of the Texas  Department  of  Insurance.
Dividends from the Insurance  Companies may be paid only from  statutory  earned
surplus as determined  in accordance  with  accounting  practices  prescribed or
permitted  by the Texas  Department  of  Insurance.  In  addition,  the National
Association  of  Insurance  Commissioners  ("NAIC")  and Texas each have minimum
risk-based  capital  requirements  which  effectively  restrict  the  payment of
dividends  by the  Insurance  Companies.  At  December  31,  1999 the  Insurance
Companies had statutory  capital and surplus in excess of the levels required by
the NAIC and Texas risk-based capital guidelines.

     SOP 94-5  "Disclosure  of Certain  Matters in the  Financial  Statements of
Insurance  Enterprises"  requires  insurance  enterprises to disclose  permitted
statutory  accounting  practices  which  have a material  effect on capital  and
surplus or RBC. Permitted  practices encompass those practices not prescribed by
state  laws,   regulations  and   administrative   rules  or  by  existing  NAIC
authoritative  literature.  The Company does not have any  statutory  accounting
practices which are required to be disclosed under SOP 94-5.

Accounting   practices  used  to  prepare  statutory  financial  statements  for
regulatory  filings of stock life  insurance  companies  differ  from GAAP.  The
following  table  summarizes  capital  stock and  surplus  and net income of the
Insurance   Companies   determined  in  accordance  with  accounting   practices
prescribed or permitted by the state  insurance  departments.  Included in these
amounts  are  amounts  recorded  in  accordance  with  GAAP  for   non-insurance
subsidiaries. <TABLE>

                                               1999              1998              1997
                                               ----              ----              ----

<S>                                         <C>             <C>               <C>
           Capital and common stock         $ 128,370       $  129,204        $  124,600
           Net income (loss)                   16,573          (13,422)          163,927
</TABLE>

9.    Income Taxes

     Americo  Life,  Inc.  will file a  consolidated  federal  life and non-life
income tax return with FHC and FHC's eligible life and non-life subsidiaries for
1999.  As  Financial  Assurance  is  ineligible  to  join in the  filing  of the
consolidated  return, it will file separately.  The Company and its subsidiaries
are charged or  credited  an amount of federal  income tax equal to the tax that
would have been due for each  entity on a separate  return  basis in  accordance
with a written tax allocation agreement. Net operating losses of members in each
consolidated return are utilized on a first-in, first-out basis.


<PAGE>



The provision for U.S. federal income taxes for the years ended December 31,
is comprised of the following:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----

<S>                                                                        <C>           <C>           <C>
Current tax provision                                                      $     5,746   $      (522)  $     4,953
Deferred tax provision                                                          (1,002)        3,757         4,277
                                                                           -----------   -----------   -----------
   Provision for income taxes                                              $     4,744   $     3,235   $     9,230
                                                                           ===========   ===========   ===========
</TABLE>

     The  provision  for income  taxes  differed  from the  amounts  computed by
applying the applicable U.S.  statutory federal income tax rate of 35% to pretax
income from continuing operations as a result of the following differences:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                       <C>           <C>           <C>
Computed tax at statutory rate                                             $     5,676   $     4,209   $    10,950
Decrease in tax resulting from:
   Availability of dividends received deduction to offset taxable
temporary differences                                                             (725)         (785)       (1,376)
   Other                                                                          (207)         (189)         (344)
                                                                           -----------   -----------   -----------
     Provision for income taxes                                            $     4,744   $     3,235   $     9,230
                                                                           ===========   ===========   ===========
</TABLE>

     The Company's net deferred federal tax liabilities are comprised of the tax
cost or benefit associated with the following items based on the 35% tax rate in
effect:
<TABLE>

                                                                                             1999          1998
                                                                                             ----          ----
<S>                                                                                     <C>           <C>
Deferred tax liability:
    Agent balances                                                                       $     7,387   $     7,572
    Cost of business acquired                                                                137,881       140,683
    Investments                                                                                5,290         4,423
    Net unrealized investment gains                                                           10,430        32,689
    Other                                                                                          -         1,121
                                                                                         -----------   -----------
         Total deferred tax liability                                                        160,988       186,488
                                                                                         -----------   -----------
Deferred tax asset:
    Policy reserves                                                                           75,706        82,546
    Deferred policy acquisition costs                                                         26,613        24,904
    Utilization of net operating losses                                                        1,289         1,686
    Unearned policy revenues                                                                  16,733        16,734
    Other                                                                                      3,098             -
                                                                                         -----------   -----------
Deferred income tax assets before valuation allowances                                       123,439       125,870
    Less: valuation allowance                                                                 (2,982)       (2,982)
                                                                                         -----------   -----------
         Total deferred tax asset                                                            120,457       122,888
                                                                                         -----------   -----------
Net deferred tax liability                                                               $    40,531   $    63,600
                                                                                         ===========   ===========
</TABLE>

     A valuation  allowance is provided at December 31, 1999 and 1998 related to
the tax benefit of loss carryovers and deductible differences because it is more
likely than not that such benefits will not be realized.

     Under the  provision  of the pre-1984  life  insurance  company  income tax
regulations, a portion of "gain from operations" of a life insurance company was
not subject to current  taxation but was  accumulated,  for tax  purposes,  in a
special tax memorandum account  designated as  "Policyholders'  Surplus Account"
(PSA).  Federal  income  taxes will become  payable on this  account at the then
current tax rate when and to the extent the account exceeds a specific  maximum,
or when and if  distributions  to  stockholders,  other than stock dividends and
other limited exceptions, are made in excess of the accumulated previously-taxed
income. At December 31, 1999, the Insurance  Companies had aggregate balances in
their PSA of approximately $11,549. Federal income tax of $4,043 would be due if
the entire  balance is  distributed  at the  current  income tax rate of 35%. No
provision has been recorded relating to any potential distributions from the PSA
subsequent to 1999.


     At December 31, 1999,  the Insurance  Companies  with balances in their PSA
had aggregate  balances in their  Shareholder  Surplus Accounts of approximately
$90,955 from which distributions could be made without incurring any federal tax
liability with respect to the PSA accounts.

     Certain   subsidiaries   have  net  operating  loss   carryovers   totaling
approximately  $3,683  which  will  begin  to  expire  in  2009  if  unutilized.
Utilization of these losses is limited to income  generated on a separate return
basis.

10.   Commitments and Contingencies

     The Company leases certain data processing equipment and office space, some
of which are leased from related parties under operating leases.  Rental expense
was  $4,835,  $3,678 and  $3,216 in 1999,  1998 and 1997,  respectively,  and is
included  in  other  operating   expenses.   Approximate  future  minimum  lease
commitments  for leases  whose terms are greater  than one year at December  31,
1999 are as follows: <TABLE>

<S>                <C>                                              <C>
                   2000                                             $    3,833
                   2001                                                  3,379
                   2002                                                  3,049
                   2003                                                  2,761
                   2004 and thereafter                                  14,239
                                                                    ----------
                                                                    $   27,261
</TABLE>

      Great Southern is a defendant in four purported class action lawsuits that
were consolidated in May 1998 for multidistrict  litigation pretrial proceedings
in the U.S.  District  Court  for the  Northern  District  of Texas (In re Great
Southern Life  Insurance  Company Sales  Practice  Litigation).  These  lawsuits
allege deceptive sales practices in the marketing of Great Southern's whole life
and  universal  life  insurance  policies  and  seek  unspecified  compensatory,
punitive  and/or  treble  damages.  On March 14, 2000,  the court filed an order
certifying a class of all current and former  owners of "excess  interest  whole
life and/or  universal  life"  policies  issued from 1982  through  1997.  Great
Southern has petitioned the Fifth Circuit Court of Appeals for immediate  review
of this ruling. Additionally, on August 13, 1998, a fifth purported class action
lawsuit also alleging deceptive sales practices was filed against Great Southern
in state court in Dallas,  Texas (Ebling v. Great  Southern Life  Insurance Co.,
68th District  Court,  Dallas County,  Texas.) This case has been stayed pending
final resolution of the class certification  issue in the federal  multidistrict
litigation case mentioned above.

      On July 16,  1998,  Great  Southern,  Fremont Life  Insurance  Company and
Fremont General Corporation (collectively "Fremont") were named as defendants in
a purported  class action lawsuit  arising out of the sale of, and imposition of
surrender  charges under,  deferred annuity  contracts  (Gularte v. Fremont Life
Ins. Co., et al., Los Angeles Superior Court, Los Angeles, California). On April
2, 1999, the court entered judgment dismissing with prejudice the action against
Great Southern and all other defendants.  On September 15, 1999, plaintiff filed
a notice of appeal from the judgment to the California Court of Appeals.

      Great  Southern and the  Company,  together  with one of Great  Southern's
general  agents,  Great  American  Life  Underwriters   ("GALU"),   Entrepreneur
Corporation,  Mercantile Life Insurance Company,  American Planning  Corporation
and various  individuals,  including  certain officers of Great Southern and the
Company,  are named defendants in an action that was certified as a class action
on April 28, 1998 (Thibodeau et al. v. Great American Life Underwriters, et al.,
District Court, Dallas County,  Texas). The certification ruling was affirmed by
the Texas Court of Appeals on or about April 30, 1999.  The class  members,  who
were life  insurance  agents  for GALU,  allege  that  they  were  defrauded  by
defendants into  surrendering  renewal  commissions in return for the promise of
stock  ownership in a company  (Entrepreneur  Corporation)  to be made public at
some point in the future.  Plaintiffs'  petition seeks monetary damages from the
defendants in an unspecified amount.  However,  in mediation and discovery,  the
plaintiffs  have  stated  that  their  actual  damages  claimed  will  be in the
multimillion  dollar range.  Plaintiffs  also seek exemplary and treble damages.
The case is currently set for trial during the week of May 22, 2000.


      On October 20, 1998, a purported  class action  lawsuit was filed  against
Great Southern, Credit Card Services, Inc., First Madison Bank and certain other
defendants  (McCulley v. Great  Southern Life  Insurance  Company,  et al., U.S.
District  Court  for  the  Northern   District  of  Texas),   alleging   various
misrepresentations  in connection  with the marketing of credit cards secured by
universal  life  insurance  policies  issued by Great  Southern.  The suit seeks
actual,  exemplary and treble damages in an unspecified amount. The parties have
agreed to a settlement  under which Great Southern will pay the class  counsel's
fees and  expenses  in an amount to be set by the  court and will  provide  free
insurance for one year to class members who timely submit an  application  for a
new   universal   life  policy  and  satisfy   Great   Southern's   underwriting
requirements.  A hearing on the proposed  settlement,  which is subject to court
approval,  is  scheduled  for April 18,  2000.  The cost of the  settlement,  if
approved, cannot be determined at this time.

      On July 2, 1999, a purported  class action lawsuit  (Notzon v. The College
Life Insurance  Company of America,  et al., 111th District Court,  Webb County,
Texas) was filed  against the  Company,  The College Life  Insurance  Company of
America and several of its  officers,  directors and other  affiliated  parties,
several  other  subsidiaries  of  the  Company  and  several  other  defendants.
Plaintiff's claims against the various defendants include allegations of various
misrepresentations,  deceptive  trade  practices  and  statutory  violations  in
connection with the marketing and  administration  of deferred  annuity and life
insurance  products sold to school  teachers and others.  The suit seeks actual,
rescissory,  treble and punitive damages,  as well as injunctive and declaratory
relief.  The suit  initially  was removed to federal  court but was  remanded to
state court.

      On October 21, 1999, a purported  class action  lawsuit was filed  against
Great Southern in Orange County Superior Court, California (Alexander v. Fremont
General  Corporation,  Fremont  Life  Insurance  Co.  and  Great  Southern  Life
Insurance Co.). Plaintiff alleges  misrepresentations and other wrongful conduct
in connection  with the imposition of increased cost of insurance  charges under
certain  universal  life  policies  assumed or issued by Fremont Life  Insurance
Company, and which were subsequently  assumed by Great Southern.  The suit seeks
actual and punitive damages, as well as injunctive and restitutionary relief and
an accounting.

      On August 16, 1999,  a purported  class  action  lawsuit  (Pritzker v. The
College Life Insurance Company of America,  and Loyalty Life Insurance  Company,
U.S.  District  Court for the District of  Massachusetts)  was filed against the
Company's subsidiary, The College Life Insurance Company of America ("College"),
and  former  subsidiary,  Loyalty  Life  Insurance  Company.  Plaintiff  alleges
misrepresentations, breach of contract, and other wrongful conduct in connection
with the  imposition  of  increased  cost of  insurance  charges  under  certain
universal life policies assumed by defendants. Plaintiff also alleges defendants
paid less than the minimum guaranteed interest due under such policies. The suit
seeks actual and punitive damages,  restitutionary  and injunctive relief and an
accounting.

      On November  22, 1999, a purported  class action  lawsuit  (Knauer v. Ohio
State  Life  Insurance  Company)  was filed in the Court of Common  Pleas,  Erie
County,  Ohio, and  subsequently  was removed by defendant to the U.S.  District
Court for the  Northern  District of Ohio,  Western  Division.  The suit alleges
misrepresentations  and  other  wrongful  conduct  wherein  defendant  allegedly
collected  premiums for life insurance  policies prior to being bound to provide
coverage and allegedly  misrepresented  that  premiums  would  "vanish"  after a
certain  time  period.   The  suit  seeks  actual  and  punitive  damages,   and
declaratory, restitutionary and injunctive relief.

      The Company and its  subsidiaries  named in the above pending actions deny
any  allegations  of  wrongdoing  and intend to defend the  actions  vigorously.
Although  plaintiffs  in  these  actions  generally  are  seeking  indeterminate
amounts,  including  punitive and treble  damages,  such amounts could be large.
Although  there can be no  assurances,  at the present time the Company does not
anticipate  that the ultimate  liability  arising from such pending  litigation,
after   consideration  of  amounts   provided  in  the  consolidated   financial
statements,  will have a material  adverse effect on the financial  condition of
the  Company.


      The  Company  is also  named as  defendant  in a number of other  lawsuits
arising from the normal course of business,  however, management does not expect
that these will result in a material loss to the Company.

11.   Employee Benefit Plans

     Great Southern is a sponsor of several contributory  postretirement benefit
plans  which  provide  life  and  medical  insurance  to  participating  retired
employees and agents. Great Southern's former parent assumed  responsibility for
employees  and agents who retired on or after  August 1, 1984.  Future  costs of
benefits for employees  and agents who retired prior to August 1, 1984,  are the
responsibility of the Company. A liability for these postretirement  benefits of
$1,180 and $2,680 is included  in other  liabilities  at  December  31, 1999 and
1998, respectively.

12.   Segment Information

     The Company has determined that its reportable  segments are those that are
based on the Company's method of internal  reporting,  which  disaggregates  its
business by product type. The Company's  reportable segments are: life insurance
operations,  asset  accumulation  products  operations  and  non-life  insurance
operations.  The life insurance  segment includes  traditional  term, whole life
insurance, universal-life insurance and annuity products. This segment primarily
consists  of  insurance  business  acquired  by the  Company.  The  accumulation
products  segment  includes  primarily  annuity  products  sold to public school
teachers and  administrators  and to the senior market.  The non-life  insurance
segment  includes the Company's 50%  investment in Argus and its  investments in
real estate. The Company's business is conducted primarily in the United States.

     The  financial  results of the  Company's  segments are presented on a GAAP
basis.  Net investment  income and operating  expenses are allocated to its life
insurance and  accumulation  products  segments based on the Company's  internal
projections. The Company evaluates the performance of its segments and allocates
resources  to them  based on income  before  provision  for  income  taxes.  All
intersegment revenues have been eliminated.

     The table below presents information about the reported revenues and income
before provision for income taxes.  Asset  information by reportable  segment is
not reported, since the Company does not produce such information internally.
<TABLE>

                                                Accumulation        Non-Life
                              Life Insurance      Products         Insurance        Reconciling      Consolidated
                                Operations       Operations        Operations          Items            Totals

<S>                          <C>               <C>              <C>               <C>               <C>
Revenues
     1999                     $    398,423      $     42,568     $      6,019      $     15,829      $    462,839
     1998                          417,586            21,762            8,053            18,162           465,563
     1997                          414,673             7,742           11,642             4,220           438,277

Amortization expense
     1999                           67,364             3,179                -             3,100            73,643
     1998                           73,874            (1,582)               -            14,897            87,189
     1997                           40,238             2,292                -             1,164            43,694

Income (loss) before provision
  for income taxes
     1999                           43,950               642            4,034           (32,408)           16,218
     1998                           54,421             3,887            6,837           (53,118)           12,027
     1997                           53,716            (3,025)          10,694           (30,099)           31,286
</TABLE>



<PAGE>



     Significant   reconciling  items  to  amounts  reported  in  the  Company's
consolidated  financial  statements which are not allocated to specific segments
include  interest  expense  and a portion  of (i) net  investment  income,  (ii)
operating expenses (iii) net realized investment gains (losses) and (iv) certain
non-recurring transactions such as gains from the sale of subsidiaries.

13.   Related Parties

     The Company and FHC are parties to advisory  and data  processing  services
agreements.  Under the  advisory  agreement,  FHC  supervises  and  directs  the
composition of the investment  portfolios of the Company and its subsidiaries in
accordance with their  respective  objectives and policies.  For these services,
FHC  is  compensated  based  on  the  aggregate  statutory  book  value  of  the
investments of the Insurance Companies. Under the data processing agreement, FHC
provides  the Company and its  subsidiaries  with  record-keeping  services  for
certain  life  insurance  and annuity  products.  The Company pays FHC an amount
equal  to (i)  the  amount  FHC  pays  its  data  processing  vendor  plus  (ii)
amortization of FHC's  development  costs.  The Company and its subsidiaries are
also involved in a cost-sharing agreement with FHC respecting air transportation
expenses arising from the use of an airplane owned by FHC.

     United  Fidelity  leases office space from a partnership in which a related
party has a 50% interest. The Company leases to FHC a building which is occupied
by FHC. In addition, the Company utilizes a laboratory for underwriting purposes
which is partially-owned by several stockholders of FHC.

     Amounts due from  affiliates  at December 31, 1999 and 1998 include  $1,611
and $3,707, respectively, due from FHC arising from intercompany tax allocation.

     The following table summarizes the related party transactions for the three
years ended December 31:
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----

<S>                                                                        <C>           <C>           <C>
Data processing agreement between the Company and FHC                      $  11,413     $  14,536     $  11,802
Advisory agreement between the Company and FHC                                 5,035         8,066         7,180
Air transportation cost sharing agreement                                        343           321           667
Rental expense                                                                 1,396         1,051           906
Laboratory services                                                              406           343           312

</TABLE>


<PAGE>



                       AMERICO LIFE, INC. AND SUBSIDIARIES

                     INDEX TO FINANCIAL STATEMENT SCHEDULES



                                                                        Page
Report of Independent Accountants on Financial Statement Schedules      S-2
Schedule II       Condensed Financial Information of Registrant         S-3
Schedule IV       Reinsurance                                           S-7
Schedule V        Valuation and Qualifying Accounts                     S-8


         All other financial  statement schedules for which provision is made in
the applicable  accounting  regulation of the Securities and Exchange Commission
are not  required  under  the  related  instructions  or are  inapplicable,  and
therefore have been omitted.




<PAGE>



                      Report of Independent Accountants on
                          Financial Statement Schedules

To the Board of Directors and
Stockholder of Americo Life, Inc.


     Our audits of the  consolidated  financial  statements  referred  to in our
report  dated  March  27,  2000,  appearing  on page F-2 of this  Form 10-K also
included an audit of the Financial  Statement  Schedules listed in Item 14(a) of
this Form 10-K. In our opinion,  these  Financial  Statement  Schedules  present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.




PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
March 27, 2000



<PAGE>


                                                                 Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                                  Balance Sheet
                             (Dollars in thousands)
                           December 31, 1999 and 1998
<TABLE>


                                                                                             1999          1998
                                                                                             ----          ----
                                        Assets
<S>                                                                                     <C>           <C>
Equity securities, at market (cost: $9,821 and $11,566)                                  $    20,712   $    24,763
Investment in subsidiaries                                                                   197,622       233,747
Cash and cash equivalents                                                                      3,569         8,432
Surplus debentures receivable                                                                122,571       123,498
Amounts due from affiliates                                                                        -         1,651
Property and equipment, net                                                                    1,345         1,764
Federal income taxes receivable                                                                    -         1,597
Other assets                                                                                  14,207         6,933
                                                                                         -----------   -----------
   Total assets                                                                          $   360,026   $   402,385
                                                                                         ===========   ===========

                         Liabilities and Stockholder's Equity
Notes payable                                                                            $   110,712   $   132,029
Accrued interest payable                                                                         980           881
Amounts due to affiliates                                                                      4,785             -
Deferred income taxes                                                                          5,423         8,113
Other liabilities                                                                             12,812         4,182
                                                                                         -----------   -----------
   Total liabilities                                                                         134,712       145,205
                                                                                         -----------   -----------

Stockholder's equity:
Common stock ($1 par value, 30,000 shares authorized, 10,000 issued and
outstanding)                                                                                      10            10
Additional paid-in capital                                                                     3,745         3,745
Accumulated other comprehensive income                                                        19,159        60,499
Retained earnings                                                                            202,400       192,926
                                                                                         -----------   -----------
   Total stockholder's equity                                                                225,314       257,180
                                                                                         -----------   -----------
   Total liabilities and stockholder's equity                                            $   360,026   $   402,385
                                                                                         ===========   ===========
</TABLE>




                  See notes to condensed financial information
                                                                  Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                               Statement of Income
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                       <C>           <C>           <C>
Income
   Management and data processing fees from subsidiaries                   $    14,840   $    16,570   $    13,602
   Interest income on surplus debentures receivable                             11,427        12,237        12,757
   Net investment income                                                           624           686           428
   Net realized investment losses                                                 (196)         (264)         (430)
   Other income                                                                  1,978         2,149         4,936
                                                                           -----------   -----------   -----------
     Total income                                                               28,673        31,378        31,293
                                                                           -----------   -----------   -----------

Expenses
   Management and advisory fees to parent                                       14,937        20,379        18,982
   Interest expense                                                             11,647        12,057        12,089
   Other operating expenses                                                      8,074         3,984         2,092
   Amortization expense                                                          1,193           850           941
                                                                           -----------   -----------   -----------
     Total expenses                                                             35,851        37,270        34,104
                                                                           -----------   -----------   -----------
     Loss before provision for income taxes and equity in income of
       subsidiaries                                                             (7,178)       (5,892)       (2,811)
Provision for income taxes                                                      (2,341)       (1,461)          614
                                                                           -----------   -----------   -----------
     Loss before equity in income of subsidiaries                               (4,837)       (4,431)       (3,425)
Equity in income of subsidiaries                                                16,311        13,223        25,481
                                                                           -----------   -----------   -----------
     Net income                                                            $    11,474   $     8,792   $    22,056
                                                                           ===========   ===========   ===========
</TABLE>
                  See notes to condensed financial information


<PAGE>


                                                                  Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                             Statement of Cash Flows
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                                                                               1999          1998          1997
                                                                               ----          ----          ----

<S>                                                                       <C>           <C>           <C>
Cash flows from operating activities
  Net income                                                               $   11,474    $    8,792    $   22,056
  Adjustments to reconcile net income to net cash provided (used) by
operating activities:
    Depreciation and amortization                                               1,866         1,575         1,572
    Undistributed equity in earnings of subsidiaries                          (16,311)      (13,223)      (25,481)
    Dividends received from subsidiaries                                       12,616         9,943             -
    (Increase) decrease in other assets, net of amortization                   (4,459)       (1,711)         (313)
    (Increase) decrease in other liabilities                                    7,387        (2,033)          (96)
    Provision for current income taxes                                          1,597        (1,597)            -
    Provision for deferred income taxes                                        (1,883)          136         1,564
    Increase (decrease) in amounts due to/from affiliates                       6,436        (1,983)       (1,183)
    Net realized losses on investments                                            196           264           430
    Other changes                                                                 338           273           183
                                                                           ----------    ----------    ----------
    Total adjustments                                                           7,783        (3,356)      (23,324)
                                                                           ----------    ----------    ----------
    Net cash provided (used) by operating activities                           19,257           436        (1,268)
                                                                           ----------    ----------    ----------

Cash flows from investing activities
  Purchases of equity securities                                               (2,991)      (10,218)       (5,393)
  Sales of equity securities                                                    5,881         5,733         3,507
  Principal collected on surplus debentures receivable                            866        13,828           524
  Change in other invested assets                                              (4,007)        1,496           641
  Purchases of property and equipment, net                                       (254)         (362)         (633)
                                                                           ----------    ----------    ----------
    Net cash provided (used) by investing activities                             (505)       10,477        (1,354)
                                                                           ----------    ----------    ----------

Cash flows from financing activities
  Repayments of notes payable                                                 (21,615)         (577)         (541)
  Dividends paid                                                               (2,000)       (2,000)       (2,000)
                                                                           ----------    ----------    ----------
  Net cash used by financing activities                                       (23,615)       (2,577)       (2,541)
                                                                           ----------    ----------    ----------

Net increase (decrease) in cash and cash equivalents                           (4,863)        8,336        (5,163)
Cash and cash equivalents at beginning of year                                  8,432            96         5,259
                                                                           ----------    ----------    ----------
Cash and cash equivalents at end of year                                   $    3,569    $    8,432    $       96
                                                                           ==========    ==========    ==========

Supplemental disclosure of cash flow information
  Cash paid during year for interest                                       $   11,647    $   12,057    $   12,089
</TABLE>


                  See notes to condensed financial information
                                                                   Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                    Notes to Condensed Financial Information
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997

     In 1999,  the  Company  received  dividends  totaling  $12,376  from United
Fidelity and cash  distributions  totaling $240 from Hereford LLP. In 1998,  the
Company   received  cash   dividends   totaling   $9,500  from  Argus  and  cash
distributions totaling $443 from Hereford LLP.

     The  accompanying   condensed  financial  information  should  be  read  in
conjunction  with the  Consolidated  Financial  Statements and the  accompanying
notes thereto in this Form 10-K.



<PAGE>


                                                                    Schedule IV
                       Americo Life, Inc. and Subsidiaries

                                   Reinsurance
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                                                                                                      Percentage
                                                                      Assumed                         of Amount

         Year Ended                 Gross        Ceded to Other      From Other           Net          Assumed
        December 31,                Amount          Companies        Companies          Amount         to Net

<S>                           <C>               <C>              <C>               <C>                    <C>
1999
Insurance in force             $   43,802,144    $   11,134,535   $      602,028    $   33,269,637         1.8%
                               ==============    ==============   ==============    ==============         ====

Premiums                       $      265,134    $       49,905   $        9,667    $      224,896         4.3%
                               ==============    ==============   ==============    ==============         ====

1998
Insurance in force             $   45,695,670    $   12,612,790   $    1,179,946    $   34,262,826         3.4%
                               ==============    ==============   ==============    ==============         ====

Premiums                       $      252,133    $       50,283   $       16,732    $      218,582         7.6%
                               ==============    ==============   ==============    ==============         ====

1997
Insurance in force             $   44,310,608    $   13,844,254   $    5,283,041    $   35,749,395        14.7%
                               ==============    ==============   ==============    ==============        =====

Premiums                       $      244,647    $       48,279   $        7,361    $      203,729         3.6%
                               ==============    ==============   ==============    ==============         ====
</TABLE>




<PAGE>



                                                                    Schedule V
                       Americo Life, Inc. and Subsidiaries

                        Valuation and Qualifying Accounts
                             (Dollars in thousands)
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                                                                     Additions
                                                             ---------------------------
                                                Balance at    Charged to    Charged to                  Balance at

         Year Ended                             Beginning      Cost and       Other                       End of
         December 31,                           of Period      Expenses     Accounts      Deductions      Period
                                                                               (1)
<S>                                           <C>          <C>            <C>           <C>           <C>
1999
Reserve for impairment of mortgage loans
on real estate                                 $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate               107             -             -            39            68
Allowance for receivables from agents                3,580           662             -             -         4,242
                                               -----------   -----------   -----------   -----------   -----------
   Total                                       $     3,987   $       662   $         -   $        39   $     4,610
                                               ===========   ===========   ===========   ===========   ===========

1998
Reserve for impairment of mortgage loans
on real estate                                 $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate               107             -             -             -           107
Allowance for receivables from agents                3,468           112             -             -         3,580
                                               -----------   -----------   -----------   -----------   -----------
   Total                                       $     3,875   $       112   $         -   $         -   $     3,987
                                               ===========   ===========   ===========   ===========   ===========

1997
Reserve for impairment of mortgage loans
on real estate                                 $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate               107             -             -             -           107
Allowance for receivables from agents                2,123         1,345             -             -         3,468
                                               -----------   -----------   -----------   -----------   -----------
   Total                                       $     2,530   $     1,345   $         -   $         -   $     3,875
                                               ===========   ===========   ===========   ===========   ===========
</TABLE>


(1) Amounts transferred from other allowance accounts.




<PAGE>