SBL VARIABLE ANNUITY ACCOUNT III
N-30D, 1998-05-27
Previous: SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC, N-30D, 1998-05-27
Next: INTERSTATE ENERGY CORP, DEF 14A, 1998-05-27




<PAGE>
                              VARIABLE ANNUITY III

                               1997 ANNUAL REPORT


[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies
<PAGE>
A LETTER FROM THE PRESIDENT

At  Security  Benefit  we  strive  for  the  optimum  in  financial   integrity,
operational  excellence  and core values.  Our  dedication to providing  quality
products and services is a never-ending  quest.  It's through these  commitments
that we  maintain a strong  financial  position  and  consistent  growth for the
protection and security of our policyholders and customers.

Capitalizing on opportunities and challenges,  1997 was a year of milestones for
Security Benefit.

*  Sales were up 5%
*  Profits were up 17%
*  Company assets rose 11%
*  Statutory equity rose 29%

We have long been positioned to meet the demand for flexible  annuities.  And we
took that one step  further in 1997 by  unveiling  Variflex  Signature.  Our new
variable annuity offers  opportunities for investors tired of low interest rates
and lack of control over their insurance investments.

Another  milestone for 1997 was FORTUNE magazine citing Security Benefit as "One
of the Best 100 Companies To Work for in America."  FORTUNE has discovered  what
our associates  already  know--that  Security  Benefit is a quality,  caring and
well-managed  place to work and grow. We understand  that  satisfied  people are
more  productive  people,  and that  translates to higher quality service to our
customers.

When it comes to quality service, 1997 was a banner season for Security Benefit.
DALBAR,  an  independent  research  firm that  rates the  service  standards  of
financial  services  organizations,  awarded us the first Quality Tested Service
Seal.  The award places  Security  Benefit at the pinnacle of superior  customer
service in the variable annuity industry.

As we move  forward,  our  sights  are set high to  continue  as a leader in the
financial  services  industry.  By  anticipating  evolving  needs and developing
appropriate solutions, we anticipate a prosperous and successful 1998.


HOWARD R. FRICKE

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

                                       1
<PAGE>
BOARD OF DIRECTORS

Howard R. Fricke
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

Thomas R. Clevenger
Wichita, Kansas

Sister Loretto Marie Colwell
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

John C. Dicus
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

Stephen J. Douglass
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

William W. Hanna
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

John E. Hayes, Jr.
Chairman of the Board and CEO
Western Resources, Inc.
Topeka, Kansas

Laird G. Noller
President
Noller Enterprises
Topeka, Kansas

Frank Sabatini
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

Robert C. Wheeler
Chairman and CEO
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 2, 1998 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  Account)  as of  December  31,  1997,  and the  related  statement  of
operations  and changes in net assets for the year then ended.  These  financial
statements   are  the   responsibility   of  the   Account'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, 1997 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, 1997,  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 6, 1998
                                       3
<PAGE>
SBL VARIABLE ANNUITY ACCOUNT III
================================================================================
BALANCE SHEET                                                  DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


Investments:

  SBL Fund:

    Series A (Growth Series) - 311,928 shares at net asset value
      of $29.39 per share (cost, $8,114)..............................   $ 9,168

    Series B (Growth-Income Series) - 79,717 shares at net asset
      value of $41.60 per share (cost, $2,951)........................     3,316

    Series C (Money Market Series) - 139,944 shares at net asset
      value of $12.53 per share (cost, $1,780)........................     1,754

    Series D (Worldwide Equity Series) - 65,964 shares at net asset
      value of $6.14 per share (cost, $393)...........................       405

    Series E (High Grade Income Series) - 52,453 shares at net
      asset value of $12.25 per share (cost, $648)....................       643

    Series J (Emerging Growth Series) - 30,591 shares at net asset
      value of $21.33 per share (cost, $582)..........................       653

    Series K (Global Aggressive Bond Series) - 623 shares at net
      asset value of $10.07 per share (cost, $8)......................         6

    Series M (Specialized Asset Allocation Series) - 1,564 shares
      at net asset value of $12.29 per share (cost, $18)..............        19

    Series N (Managed Asset Allocation Series) - 952 shares at net
      asset value of $13.88 per share (cost, $12).....................        13

    Series O (Equity Income Series) - 4,221 shares at net asset
      value of $17.62 per share (cost, $71)...........................        74

    Series S (Social Awareness Series) - 3,617 shares at net asset
      value of $22.25 per share (cost, $61)...........................        80
                                                                          ------
Total assets..........................................................   $16,131
                                                                          ======

                            See accompanying notes.
                                       4
<PAGE>
- --------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS

Actuarial risk fees payable...............                               $   140
Net assets are represented by (Note 3):
                                             NUMBER    UNIT
                                            OF UNITS   VALUE    AMOUNT
                                            --------   -----    ------
Growth Series:
   Accumulation units.....................   93,572    $93.80   $8,777
   Annuity reserves.......................    3,421     93.80      321     9,098
                                                                 -----
Growth-Income Series:
   Accumulation units.....................   37,087     87.67    3,251
   Annuity reserves.......................      397     87.67       35     3,286
                                                                 -----
Money Market Series:
   Accumulation units.....................   61,020     28.09    1,714
   Annuity reserves.......................      924     28.09       26     1,740
                                                                 -----
Worldwide Equity Series:
   Accumulation units.....................   21,381     17.91      383
   Annuity reserves.......................    1,056     17.91       19       402
                                                                 -----
High Grade Income Series:
   Accumulation units.....................   23,394     27.26                638

Emerging Growth Series:
   Accumulation units.....................   27,930     22.56      630
   Annuity reserves.......................      759     22.56       17       647
                                                                 -----
Global Aggressive Bond Series:
   Accumulation units.....................      483     11.62                  6

Specialized Asset Allocation Series:
   Accumulation units.....................    1,480     11.32                 17

Managed Asset Allocation Series:
   Accumulation units.....................      876     13.03                 11

Equity Income Series:
   Accumulation units.....................    4,125     16.03                 66

Social Awareness Series:
   Accumulation units.....................    3,272     24.43                 80
                                                                          ------
Total liabilities and net assets..........                               $16,131
                                                                          ======

                            See accompanying notes.
                                       5
<PAGE>
SBL VARIABLE ANNUITY ACCOUNT III
================================================================================
STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS                               YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
                                                                  (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                             GROWTH-     MONEY     WORLDWIDE   HIGH GRADE   EMERGING
                                                                   GROWTH    INCOME      MARKET     EQUITY       INCOME      GROWTH
                                                                   SERIES    SERIES      SERIES     SERIES       SERIES      SERIES
                                                                  ------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>         <C>          <C>         <C>  
Dividend distributions.........................................   $    53    $    64    $   103     $   9        $ 39        $   1
Expenses (Note 2):
  Mortality and expense risk fee...............................       (75)       (32)       (18)       (3)         (6)          (5)
                                                                  ------------------------------------------------------------------
Net investment income (loss)...................................       (22)        32         85         6          33           (4)

Capital gain distributions.....................................       495        160        ---        19         ---           11
Realized gain (loss) on investments............................     1,411        295         67        32         (17)          65
Unrealized appreciation (depreciation) on investments..........      (344)       163        (27)      (28)         31           53
                                                                  ------------------------------------------------------------------
Net realized and unrealized gain on investments................     1,562        618         40        23          14          129
                                                                  ------------------------------------------------------------------

Net increase in net assets resulting from operations...........     1,540        650        125        29          47          125
Net assets at beginning of year................................     8,409      2,716      2,294       399         552          294
Variable annuity deposits (Notes 2 and 3)......................     3,460      1,090      5,077        91         136          789
Terminations and withdrawals (Notes 2 and 3)...................    (4,286)    (1,152)    (5,690)     (106)        (95)        (534)
Annuity payments (Notes 2 and 3)...............................       (25)       (18)       (66)      (11)         (2)         (27)
                                                                  ------------------------------------------------------------------
Net assets at end of year......................................   $ 9,098    $ 3,286    $ 1,740     $ 402        $638        $ 647
                                                                  ==================================================================
</TABLE>

                            See accompanying notes.
                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                SPECIALIZED
                                                                    GLOBAL         ASSET      MANAGED ASSET   EQUITY    SOCIAL
                                                                  AGGRESSIVE    ALLOCATION     ALLOCATION     INCOME   AWARENESS
                                                                  BOND SERIES     SERIES         SERIES       SERIES    SERIES
                                                                  --------------------------------------------------------------
<S>                                                                 <C>            <C>          <C>           <C>        <C> 
Dividend distributions.........................................     $   1          $---         $   ---       $   1      $---
Expenses (Note 2):
  Mortality and expense risk fee...............................        (5)           (2)             (2)         (8)       (1)
                                                                  --------------------------------------------------------------
Net investment income (loss)...................................        (4)           (2)             (2)         (7)       (1)

Capital gain distributions.....................................         2           ---             ---           1         4
Realized gain on investments...................................        59             1             262           4         3
Unrealized appreciation (depreciation) on investments..........       (36)          ---            (233)          1         8
                                                                  --------------------------------------------------------------
Net realized and unrealized gain on investments................        25             1              29           6        15
                                                                  --------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations        21            (1)             27          (1)       14
Net assets at beginning of year................................       592            25           1,401           9        43
Variable annuity deposits (Notes 2 and 3)......................        11             2              12         204        31
Terminations and withdrawals (Notes 2 and 3)...................      (618)           (9)         (1,429)       (146)       (8)
Annuity payments (Notes 2 and 3)...............................       ---           ---             ---         ---       ---
                                                                  --------------------------------------------------------------
Net assets at end of year......................................     $   6          $ 17         $    11       $  66      $ 80
                                                                  ==============================================================
</TABLE>
                                        7
<PAGE>
SBL VARIABLE ANNUITY ACCOUNT III
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997


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 capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and 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,  T. Rowe Price  Associates,  Inc. to
provide  sub-advisory  services for the Managed Asset Allocation  Series and the
Equity Income Series and Meridian Investment  Management  Corporation to provide
sub-advisory services for 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 were as
follows (In Thousands):

                                                  COST OF       PROCEEDS
                                                 PURCHASES     FROM SALES
                                                 ---------     ----------
      Growth Series...........................    $4,278         $4,586
      Growth-Income Series....................     1,348          1,205
      Money Market Series.....................     5,259          5,839
      Worldwide Equity Series.................       124            122
      High Grade Income Series................       181            104
      Emerging Growth Series..................       814            573
      Global Aggressive Bond Series...........        13            622
      Specialized Asset Allocation Series.....         4             11
      Managed Asset Allocation Series.........        12          1,429
      Equity Income Series....................       206            146
      Social Awareness Series.................        34              8

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, 1997


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 net 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  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 such surrender charges.

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                                           UNITS
                                                                           -----
Growth Series:
  Variable annuity deposits.............................................     39
  Terminations, withdrawals, annuity payments and expense charges.......     57
Growth-Income Series:
  Variable annuity deposits.............................................     14
  Terminations, withdrawals, annuity payments and expense charges.......     15
Money Market Series:
  Variable annuity deposits.............................................    185
  Terminations, withdrawals, annuity payments and expense charges.......    209
Worldwide Equity Series:
  Variable annuity deposits.............................................      5
  Terminations, withdrawals, annuity payments and expense charges.......      6
High Grade Income Series:
  Variable annuity deposits.............................................      5
  Terminations, withdrawals, annuity payments and expense charges.......      4
Emerging Growth Series:
  Variable annuity deposits.............................................     40
  Terminations, withdrawals, annuity payments and expense charges.......     27
Global Aggressive Bond Series:
  Variable annuity deposits.............................................      1
  Terminations, withdrawals, annuity payments and expense charges.......     49
Specialized Asset Allocation Series:
  Variable annuity deposits.............................................    ---
  Terminations, withdrawals, annuity payments and expense charges.......      1
Managed Asset Allocation Series:
  Variable annuity deposits.............................................      1
  Terminations, withdrawals, annuity payments and expense charges.......    116
Equity Income Series:
  Variable annuity deposits.............................................     12
  Terminations, withdrawals, annuity payments and expense charges.......      9
Social Awareness Series:
  Variable annuity deposits.............................................      1
  Terminations, withdrawals, annuity payments and expense charges.......    ---

                                       10
<PAGE>
[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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission