FORM 8-B
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
AAG HOLDING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1475936
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
250 East Fifth Street
Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
which Each Class is to be
Title of Each Class Registered
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9-1/2% Senior Notes due August 15, 2001 New York Stock Exchange
11-1/8% Senior Subordinated Notes New York Stock Exchange
due February 1, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION
(a) The Registrant was incorporated under the laws of Ohio on September
11, 1996.
(b) December 31
ITEM 2. TRANSACTION OF SUCCESSION
(a) American Annuity Group, Inc.
(b) The 9-1/2% Senior Notes due August 15, 2001 were issued pursuant to an
Indenture between American Annuity Group, Inc. and The Bank of New
York, Trustee, dated as of August 18, 1993. Article 7 permits the
Company to sell all or substantially all of its assets to a
corporation duly organized and validly existing under any state of the
United States which expressly assumes, by Supplemental Indenture, all
of the obligations of the Company under the Senior Notes and the
Indenture. On November 1, 1996, American Annuity Group, Inc.
transferred substantially all of its assets to a new wholly-owned
subsidiary AAG Holding Company, Inc. and those parties, together with
the Trustee, executed a Supplemental Indenture. Under the Supplemental
Indenture AAG Holding Company, Inc. expressly assumed all of the
obligations of American Annuity Group under the Senior Notes and the
Indenture.
The 11-1/8% Senior Subordinated Notes due February 1, 2003 were issued
pursuant to an Indenture between American Annuity Group, Inc. and Star
Bank, National Association, Trustee, dated as of February 2, 1993.
Article 7 permits the Company to sell all or substantially all of its
assets to a corporation duly organized and validly existing under any
state of the United States which expressly assumes, by Supple mental
Indenture, all of the obligations of the Company under the Senior
Subordi nated Notes and the Indenture. On November 1, 1996, American
Annuity Group, Inc. transferred substantially all of its assets to a
new wholly-owned subsidiary AAG Holding Company, Inc. and those
parties, together with the Trustee, executed a Supplemental Indenture.
Under the Supplemental Indenture AAG Holding Company, Inc. expressly
assumed all of the obligations of American Annuity Group under the
Senior Subordinated Notes and the Indenture.
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ITEM 3. SECURITIES TO BE REGISTERED
9-1/2% Senior Notes due August 15, 2001:
(1) Presently authorized $100,000,000
(2) Presently issued $ 51,845,000
(3) Presently issued and held by the Registrant $ 11,000,000
11-1/8% Senior Subordinated Notes due February 1, 2003
(1) Presently authorized $125,000,000
(2) Presently issued $ 48,405,000
(3) Presently issued and held by the Registrant $ 24,325,000
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the 9-1/2% Senior Notes due August 15, 2001 is
incorporated by reference to Registration Statement No. 33-64650.
The description of the 11-1/8% Senior Subordinated Notes due
February 1, 2003 is incorporated by reference to Registration Statement
No. 33-55718.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None. The capital structure and balance sheet of
the Registrant, AAG Holding Company, Inc. immediately after the
succession were substantially the same as those of American Annuity
Group, Inc.
(b) Exhibits.
(1) Supplemental Indenture entered into November 1, 1996 as to the
9-1/2% Senior Notes Due August 15, 2001.
(2) Supplemental Indenture entered into November 1, 1996 as to the
11-1/8% Senior Subordinated Notes due February 1, 2003.
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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.
AAG HOLDING COMPANY, INC.
Date: November 4, 1996 BY: Mark F. Muething
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Mark F. Muething
Title:Senior Vice President
