SBL VARIABLE ANNUITY ACCOUNT III
N-30D, 1997-06-12
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<PAGE>

                              VARIABLE ANNUITY III

                               1996 ANNUAL REPORT



[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies

<PAGE>

A LETTER FROM THE PRESIDENT

Security  Benefit is one  company  dedicated  to the  successful  mastery of our
mission:  MAINTAINING A STRONG FINANCIAL  POSITION AND CONSISTENT GROWTH FOR THE
PROTECTION AND SECURITY OF ALL OF OUR POLICYHOLDERS AND CUSTOMERS.  All of us at
Security  Benefit renew our  commitment to this mission every day. We want to be
the best and do our best for you. As a member of the Security Benefit team, I am
especially proud that mastering successful growth is an achievement we have come
to expect as a team.

It is my pleasure  to report  that 1996 was again a record  year of  outstanding
achievements for Security Benefit.

*  Sales surpassed 1995 results by 48%

*  Profits are up 18% over last year

*  Revenues and deposit funds exceeded 1995 results by 28%

*  Company assets rose 17% over 1995 figures

These  accomplishments  would just be facts on paper  without the efforts of the
people who work at Security Benefit. They are the heart of our company, and I am
proud to be part of their team.

My wish for 1997 is to have  another  record year for our  company.  Last year's
accomplishments  will be difficult to top but all of us at Security Benefit have
our  sights  and goals  set  high.  We are well  positioned  with new,  creative
products  designed in response to our customers'  changing  investment goals and
lifestyle  requirements.  We know  true  mastery  does  not  come  easily.  With
perseverance  and attention to constantly  improving  what we do best, I know we
can do it.

HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board
President and Chief Executive Officer

                                       1
<PAGE>

                               BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Security Benefit Life Insurance Company
Topeka, Kansas

THOMAS R. CLEVENGER
Wichita, Kansas

SISTER LORETTO MARIE COLWELL
PRESIDENT
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
CHAIRMAN OF THE BOARD
Capitol Federal Savings & Loan Association
Topeka, Kansas

MELANIE S. FANNIN
PRESIDENT
Kansas - Southwestern Bell Telephone
Topeka, Kansas

WILLIAM W. HANNA
PRESIDENT & CHIEF OPERATING OFFICER
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Western Resources, Inc.
Topeka, Kansas

LAIRD G. NOLLER
PRESIDENT
Noller Enterprises
Topeka, Kansas

FRANK SABATINI
CHAIRMAN OF THE BOARD AND PRESIDENT
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
PRESIDENT
Hill's Pet Nutrition, Inc.
Topeka, Kansas


                        NOTICE OF POLICYOWNERS' MEETING

We  encourage  you to attend the annual  meeting of  policyowners  to be held on
Tuesday,  June 3, 1997 at Security  Benefit Life,  700 SW Harrison St.,  Topeka,
Kansas,  at 2:00 p.m. Each policyowner is entitled to vote,  either in person or
by proxy,  on all matters coming before the meeting.  Proxies are available from
the  corporate  secretary  and must be  returned  at least 30 days  prior to the
annual meeting.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com

                                       2
<PAGE>

                         Report of Independent Auditors

The Contractowners of SBL Variable
Annuity Account III and The Board of Directors
of Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of SBL Variable Annuity Account
III (the  Company)  as of  December  31,  1996,  and the  related  statement  of
operations  and changes in net assets for the year then ended.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of SBL Variable Annuity Account
III at December 31, 1996,  and the results of its  operations and changes in its
net  assets  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

                                                               Ernst & Young LLP

February 7, 1997

                                       3
<PAGE>

                        SBL VARIABLE ANNUITY ACCOUNT III

                                  BALANCE SHEET

                                DECEMBER 31, 1996

                             (DOLLARS IN THOUSANDS)


ASSETS

Investments:
   SBL Fund:

     Series A (Growth  Series) - 345,897 shares at net asset
       value of $24.31 per share (cost, $7,011) ................        $ 8,409

     Series B (Growth-Income Series) - 76,701 shares at net
       asset value of $35.40 per share (cost, $2,513)...........          2,715

     Series C (Money Market Series) - 182,637 shares at net
       asset value of $12.56 per share (cost, $2,293)...........          2,294

     Series D (Worldwide Equity Series) - 64,954 shares at net
       asset value of $6.14 per share (cost, $359)..............            399

     Series E (High Grade Income Series) - 45,995 shares at net
       asset value of $12.00 per share (cost, $588).............            552

     Series J (Emerging Growth Series) - 16,097 shares at net
       asset value of $18.25 per share (cost, $276).............            294

     Series K (Global Aggressive Bond Series) - 55,207 shares at
       net asset value of $10.72 per share (cost, $558).........            592

     Series M (Specialized Asset Allocation Series) - 2,092 shares
       at net asset value of $12.05 per share (cost, $24).......             25

     Series N (Managed Asset Allocation Series) - 116,554 shares
       at net asset value of $12.02 per share (cost, $1,167)....          1,401

     Series O (Equity Income Series) - 678 shares at net asset
       value of $14.01 per share (cost, $7).....................              9

     Series S (Social Awareness Series) - 2,270 shares at net asset
       value of $19.08 per share (cost, $32)....................             43

Mortality guarantee receivable..................................              1

                                                                        -------
Total assets....................................................        $16,734
                                                                        =======

                            See accompanying notes.

                                       4
<PAGE>

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

NET ASSETS

Net assets are represented by (Note 3):


                                       NUMBER      UNIT
                                       OF UNITS    VALUE     AMOUNT
                                       ----------------------------
Growth Series:
  Accumulation units................   112,588     $73.43    $8,267
  Annuity reserves..................     1,927      73.43       142      $ 8,409
                                                              -----
Growth-Income Series:
  Accumulation units................    38,183       69.95    2,671
  Annuity reserves..................       640       69.95       45        2,716
                                                              -----
Money Market Series:
    Accumulation units..............    82,640       26.91    2,224
    Annuity reserves................     2,616       26.91       70        2,294
                                                              -----
Worldwide Equity Series:
  Accumulation units................    21,833       16.96      370
  Annuity reserves..................     1,685       16.96       29          399
                                                                ---
High Grade Income Series:
  Accumulation units................    22,003       24.96      549
  Annuity reserves..................       110       24.96        3          552
                                                                ---
Emerging Growth Series:
  Accumulation units................    14,656       18.96      278
  Annuity reserves..................       839       18.96       16          294
                                                                ---
Global Aggressive Bond Series:
  Accumulation units................    48,373       12.23                   592

Specialized Asset Allocation Series:
    Accumulation units..............     2,060       12.23                    25

Managed Asset Allocation Series:
    Accumulation units..............   115,753       12.10                 1,401

Equity Income Series:
    Accumulation units..............       676       14.04                     9

Social Awareness Series:
    Accumulation units..............     2,160       20.05                    43
                                                                         -------
Total net assets....................                                     $16,734
                                                                         =======

                                       5
<PAGE>

                        SBL Variable Annuity Account III

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996

                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                HIGH
                                                             GROWTH-    MONEY      WORLDWIDE    GRADE      EMERGING
                                                  GROWTH     INCOME     MARKET     EQUITY       INCOME      GROWTH
                                                  SERIES     SERIES     SERIES     SERIES       SERIES      SERIES
                                                -------------------------------------------------------------------

<S>                                              <C>         <C>       <C>         <C>         <C>          <C>  
Dividend distributions.......................    $     43    $   55    $  158      $  16       $  33        $   1

Expenses (Note 2):
    Mortality and expense risk fee...........         (61)      (31)      (33)         -          (5)           -
    Administrative fee.......................          (4)       (2)       (2)         -           -            -
                                                -------------------------------------------------------------------
Net investment income (loss).................         (22)       22       123         16          28            1

Capital gains distribution...................         264       266         -         16           -           16

Realized gain (loss) on investments..........         860       264        20         44          (7)          65

Unrealized appreciation (depreciation) on
    investments..............................         100      (163)       13          -         (30)          (7)
                                                -------------------------------------------------------------------
Net realized and unrealized gain (loss) on
    investments..............................       1,224       367        33         60         (37)          74
                                                -------------------------------------------------------------------

Net increase (decrease) in net assets
    resulting from operations................       1,202       389       156         76          (9)         75

Net assets at beginning of year..............       7,763     2,276     2,553        420         561         170

Variable annuity deposits (Notes 2 and 3)....       3,390     1,321     5,419        142          55         414

Terminations and withdrawals (Notes 2 and 3).      (3,941)   (1,267)   (5,776)      (235)        (55)       (364)

Annuity payments (Notes 2 and 3).............          (5)       (4)      (58)        (3)          -          (1)

Net mortality guarantee transfer.............           -         1         -         (1)          -           -
                                                -------------------------------------------------------------------
Net assets at end of year....................      $8,409    $2,716    $2,294       $399        $522        $294
                                                ===================================================================
</TABLE>

                            See accompanying notes.

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                     GLOBAL     SPECIALIZED     MANAGED
                                                   AGGRESSIVE      ASSET         ASSET       EQUITY      SOCIAL
                                                      BOND       ALLOCATION   ALLOCATION     INCOME     AWARENESS
                                                     SERIES        SERIES       SERIES       SERIES      SERIES
                                                  ---------------------------------------------------------------

<S>                                                  <C>         <C>           <C>          <C>           <C> 
Dividend distributions.......................        $  40       $    -        $    8       $   -         $  -

Expenses (Note 2):
    Mortality and expense risk fee...........          (21)          (1)            -           -            -
    Administrative fee.......................            -            -             -           -            -
                                                  ---------------------------------------------------------------
Net investment income (loss).................           19           (1)            8           -            -

Capital gains distributions..................            7            -             1           -            1

Realized gain on investments.................            3           56             -          60            -

Unrealized appreciation (depreciation) on
    investments..............................           23          (34)          150         (41)           5
                                                  ---------------------------------------------------------------
Net realized and unrealized gain on
    investments..............................           33           22           151          19            6
                                                  ---------------------------------------------------------------

Net increase in net assets
    resulting from operations................           52           21           159          19            6

Net assets at beginning of year..............          526          536         1,234         292           37

Variable annuity deposits (Notes 2 and 3)....           24           25             8           8            -

Terminations and withdrawals (Notes 2 and 3).          (10)        (557)            -        (310)           -

Annuity payments (Notes 2 and 3).............            -            -             -           -            -

Net mortality guarantee transfer.............            -            -             -           -            -
                                                  ---------------------------------------------------------------
Net assets at end of year....................         $592        $  25        $1,401       $   9          $43
                                                  ===============================================================
</TABLE>

                                       7
<PAGE>

                        SBL Variable Annuity Account III

                         Notes to Financial Statements

                               December 31, 1996


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION  - SBL  Variable  Annuity  Account III (the  Account) is a separate
account of  Security  Benefit  Life  Insurance  Company  (SBL).  The  Account is
registered as a unit investment trust under the Investment  Company Act of 1940,
as amended.  Deposits  received by the Account are  invested in the SBL Fund,  a
mutual fund not  otherwise  available to the public.  As directed by the owners,
amounts  deposited  may be  invested  in shares  of  Series A  (Growth  Series -
emphasis on capital  appreciation),  Series B (Growth-Income  Series emphasis on
capital appreciation with secondary emphasis on income),  Series C (Money Market
Series - emphasis on capital  preservation  while generating  interest  income),
Series D (Worldwide Equity Series - emphasis on long-term capital growth through
investment  in foreign and domestic  common  stocks and  equivalents),  Series E
(High  Grade  Income  Series -  emphasis  on current  income  with  security  of
principal),   Series  J   (Emerging   Growth   Series  -  emphasis   on  capital
appreciation),  Series K  (Global  Aggressive  Bond  Series -  emphasis  on high
current  income  with  secondary  emphasis  on capital  appreciation),  Series M
(Specialized  Asset Allocation Series - emphasis on high total return consisting
of capital appreciation and current income),  Series N (Managed Asset Allocation
Series - emphasis on high level of total return), Series O (Equity Income Series
- - emphasis on substantial dividend income and capital appreciation) and Series S
(Social Awareness Series - emphasis on high total return).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is owned 50% by SBL and 50% by  Security  Benefit  Group,  Inc.  (SBG),  a
wholly-owned subsidiary of SBL. SMC has engaged Lexington Management Corporation
to provide  sub-advisory  services for the  Worldwide  Equity  Series and Global
Aggressive Bond Series and has engaged T. Rowe Price Associates, Inc. to provide
sub-advisory  services for the Managed  Asset  Allocation  Series and the Equity
Income Series. SMC has also entered into agreements with Templeton  Quantitative
Advisors, Inc. and Meridian Investment Management Corporation to provide certain
quantitative  research services with respect to the Specialized Asset Allocation
Series.

INVESTMENT  VALUATION  -  Investments  in mutual  fund shares are carried in the
balance sheet at market value (net asset value of the  underlying  mutual fund).
The  first-in,  first-out  cost  method is used to  determine  gains and losses.
Security transactions are accounted for on the trade date.

                                       8
<PAGE>

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of investments purchased and proceeds from investments sold during 1996
were as follows (In Thousands):

                                                       COST OF         PROCEEDS
                                                      PURCHASES       FROM SALES

Growth Series.................................         $3,799           $4,113
Growth-Income Series..........................          1,644            1,311
Money Market Series...........................          5,652            5,944
Worldwide Equity Series.......................            175              242
High Grade Income Series......................             89               61
Emerging Growth Series........................            431              365
Global Aggressive Bond Series.................             71               31
Specialized Asset Allocation Series...........             25              558
Managed Asset Allocation Series...............             17                -
Equity Income Series..........................              8              310
Social Awareness Series.......................              1                -

SBG's  Investment in the subaccounts  represented the following  number of units
and  contract  value of SBL  Variable  Annuity  Account III  contracts  owned at
December 31, 1996 (DOLLARS IN THOUSANDS):

                                                        NUMBER         CONTRACT
                                                       OF UNITS          VALUE

Global Aggressive Bond Series....................       47,195          $  577
Managed Asset Allocation Series..................      115,000           1,392

ANNUITY  RESERVES - Annuity  reserves  relate to contracts that have matured and
are in the payout  stage.  Such  reserves are computed on the basis of published
mortality  tables, using assumed  interest  rates that will provide  reserves as
prescribed by law. In cases where the payout option selected is life contingent,
SBL periodically  recalculates the required annuity reserves,  and any resulting
adjustment is either charged or credited to SBL and not to the Account.

REINVESTMENT  OF DIVIDENDS - Dividends and capital gains  distributions  paid by
the mutual fund to the  Account  are  reinvested  in  additional  shares of each
respective Series.  Dividend income and capital gains distributions are recorded
as income on the ex-dividend date.

FEDERAL  INCOME TAXES - Under  current law, no federal  income taxes are payable
with respect to the Account.

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                       9
<PAGE>

                        SBL Variable Annuity Account III

                          Notes to Financial Statements

                               December 31, 1996


2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an administrative fee of $30 per year for each contract,  except for
certain  contracts  based on a minimum  account value and the period of time the
contract  has been in force.  Mortality  and  expense  risks  assumed by SBL are
compensated for by a fee equivalent to an annual rate ranging from 0.85% to 1.2%
of the asset value of each  contract,  of which 0.7% is for  assuming  mortality
risks and the remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent state law, either from purchase payments or from the amount applied to
effect an annuity at the time annuity payments commence.

A  contingent   deferred  sales  charge  is  assessed  by  SBL  against  certain
withdrawals  during the first eight years of the contract,  declining from 8% in
the first year to 1% in the eighth  year.  There  were no  surrender  charges in
1996.

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                                         UNITS
                                                                         -----
Growth Series:
    Variable annuity deposits...........................................   48 
    Terminations, withdrawals and annuity payments .....................   63 

Growth-Income Series:
    Variable annuity deposits...........................................   21 
    Terminations, withdrawals and annuity payments......................   20 

Money Market Series:
    Variable annuity deposits...........................................  207 
    Terminations, withdrawals and annuity payments......................  222 

Worldwide Equity Series:
    Variable annuity deposits...........................................    9 
    Terminations, withdrawals and annuity payments......................   15 

High Grade Income Series:
    Variable annuity deposits...........................................    2 
    Terminations, withdrawals and annuity payments......................    2 

Emerging Growth Series:
    Variable annuity deposits...........................................   25 
    Terminations, withdrawals and annuity payments......................   20 

Global Aggressive Bond Series:
    Variable annuity deposits...........................................    2 
    Terminations, withdrawals and annuity payments......................    3 

Specialized Asset Allocation Series:
    Variable annuity deposits...........................................    2 
    Terminations, withdrawals and annuity payments......................   50 

Managed Asset Allocation Series:
    Variable annuity deposits...........................................    1 
    Terminations, withdrawals and annuity payment.......................    - 

Equity Income Series:
    Variable annuity deposits...........................................    1 
    Terminations, withdrawals and annuity payments......................   25 

Social Awareness Series:
    Variable annuity deposits...........................................    - 
    Terminations, withdrawals and annuity payments......................    - 

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[SBG LOGO]                                                       BULK RATE
The Security Benefit Group of Companies                      U.S. POSTAGE PAID
700 SW Harrison St.,                                             TOPEKA, KS
Topeka, Kansas 66636-0001                                      PERMIT NO. 428



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