As filed with the Securities and Exchange Commission on October 29, 1996.
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Annuity Group Capital Trust I
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(Exact name of registrant as specified in its charter)
Delaware 31-6538556
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
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(Address of principal executive offices)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and
securities and is effective upon is to become effective simultaneously
filing pursuant to General with the effectiveness of a concurrent
Instruction A(c)(1) please registration statement under the
check the following box. [ ] Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
on which each class
Title of each class is to be registered
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___% Trust Originated Preferred Securities(sm) New York Stock
("TOPrS(sm)") (Liquidation amount $25 per Exchange
Preferred Security) (together with the
rights of holders of the Preferred
Securities under the Trust Guarantee and
backup undertakings, consisting of obliga
tions of AAG Holding Company, Inc. as set
forth in the Declaration of Trust, as
amended (including the obligation to pay
expenses of American Annuity Group Capital
Trust I), the Indenture and the __% Subordi
nated Debentures due 2026 issued to American
Annuity Group Capital Trust I)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See "DESCRIPTION OF THE PREFERRED SECURITIES" included on page 27 in
the Preliminary Prospectus filed with the Commission as part of Amendment No. 1
to Registration Statement (Registration Statement No. 333-12535) on October 29,
1996, which description is incorporated herein by this reference.
Item 2. Exhibits
The securities described herein are to be registered on the New York
Stock Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part II to the
Instructions as to the exhibits on Form 8-A, have been duly filed with the New
York Stock Exchange:
(a) Registrant's Registration Statement No. 333-12535 on Form S-3 as
filed on September 24, 1996, and incorporated herein by this
reference.
(b) Registrant's Amended and Restated Certificate of Trust filed as
Exhibit 4.3 to Amendment No. 1 to Registrant's Registration
Statement No.333-12535 and incorporated herein by reference.
(c) Registrant's Declaration of Trust as filed as Exhibit 4.3 to
Registrant's Registration Statement No.333-12535 and incorporated
herein by this reference.
(d) Form of Preferred Security filed as Exhibit 4.6 to Registrant's
Registration Statement No.333-12535 and incorporated herein by
this reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN ANNUITY GROUP
CAPITAL TRUST I
BY:______________________________
Mark F. Muething, as Regular
Trustee
BY:______________________________
Christopher P. Miliano, as
Regular Trustee
Date: October 29, 1996
(sm) "Trust Originated Preferred Securities" and "TOPrS" are service
marks of Merrill Lynch & Co. Inc.
