<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF
VARIABLE ANNUITY CONTRACT OWNERS
OF AMERICAN FIDELITY VARIABLE
ANNUITY FUND A
2000 CLASSEN CENTER
OKLAHOMA CITY, OKLAHOMA
April 23, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of owners of variable annuity
contracts of American Fidelity Variable Annuity Fund A (the "Fund"), a separate
account of American Fidelity Assurance Company ("American Fidelity"), will be
held in the office of American Fidelity at 2000 Classen Center, Oklahoma City,
Oklahoma on June 7, 1996 at 9:00 A.M., Central Daylight Savings Time, for the
following purposes:
1. To elect members of the Board of Managers of the Fund to hold
office until the next annual meeting of Contract Owners and until their
successors are duly elected and qualified;
2. To ratify or reject the selection of KPMG Peat Marwick LLP as the
independent certified public accountants for the Fund for the year ending
December 31, 1996; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Those persons who were owners of variable annuity contracts on March 29,
1996 are entitled to receive notice of and to vote at the meeting. The number of
votes which each owner is entitled to cast at the meeting was also determined as
of March 29, 1996.
All owners and participants in variable annuity contracts as of March 29,
1996 are invited to attend the meeting and, whether or not planning to attend,
are requested to complete the accompanying form and forward it as promptly as
possible in the enclosed self-addressed envelope which requires no postage.
Please be sure to date and sign your form.
By Order of the Board of Managers of the Fund
/s/ JOHN W. REX
JOHN W. REX
Chairman
<PAGE> 3
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
2000 CLASSEN CENTER
OKLAHOMA CITY, OKLAHOMA 73106
ANNUAL MEETING OF
VARIABLE ANNUITY CONTRACT OWNERS
JUNE 7, 1996
PROXY STATEMENT
This Proxy Statement is furnished to Contract Owners and participants of
American Fidelity Variable Annuity Fund A (the "Fund") in connection with the
solicitation of proxies on behalf of the Fund's Board of Managers to be used at
the Annual Meeting of owners of variable annuity contracts to be held June 7,
1996, for the purposes set forth in the accompanying Notice.
The Fund is a separate account of American Fidelity Assurance Company
("American Fidelity"), which is also the Fund's investment advisor and
administrator. American Fidelity has retained Lawrence W. Kelly & Associates,
Inc., 200 South Los Robles Avenue, Suite 510, Pasadena, California 91101, and
Todd Investment Advisors, Inc., 3160 First National Tower, Louisville, Kentucky
40202, as sub-advisors, and its wholly owned subsidiary, American Fidelity
Securities, Inc. ("AFS"), is the Fund's principal underwriter. American Fidelity
and AFS are located at the same address as the Fund.
Each participant instruction notice may be revoked at any time by written
notice to the Secretary of the Board of Managers of the Fund before the
participant's vote is certified in writing by the Secretary to the owner of the
group variable annuity contract. A Contract Owner may revoke a proxy at any time
before it is voted by filing with the Secretary of the Board of Managers a
written revocation or a duly executed proxy bearing a later date or by voting in
person at the Annual Meeting. This solicitation is being made by use of the
mails, but also may be made by telephone, facsimile transmission, telegraph, or
personal interview, and the cost will be borne by American Fidelity.
The record date for Contract Owners entitled to vote at the Annual Meeting
is the close of business on March 29, 1996, at which time there were 5,994,752
votes eligible to be cast by the owners of variable annuity contracts. Each
owner of a variable annuity contract on March 29, 1996 is entitled to one vote
for each Accumulation Unit in force under the contract for participants in the
accumulation period. There are no retired participants and there are thus no
annuity units in force. Votes for which participants have not instructed a
Contract Owner must be cast by the Contract Owner in the same proportion as
votes for which instructions have been received.
A majority of the votes available to Contract Owners represented in person
or by proxy will constitute a quorum for the transaction of business at the
Annual Meeting. Abstentions will be counted for purposes of determining the
presence of a quorum at the Annual Meeting but will be treated as voting against
a proposal. The Fund's Rules and Regulations do not address the treatment and
effect of abstentions, nor does Oklahoma law. Because all variable annuity
contracts at the record date were held directly by their owners, there can be no
broker non-votes.
ELECTION OF MEMBERS OF THE BOARD OF MANAGERS OF THE FUND
Proxies not specified to the contrary will be voted for the election as
members of the Board of Managers of the Fund for the coming year of all persons
named below. Approval of the nominees requires the affirmative vote of a
majority of the votes available to the Contract Owners present, represented in
person or by proxy, at the Annual Meeting. The term of office for which each
person is a nominee will expire at the next Annual Meeting or when his or her
successor shall have been elected and qualified. Should any nominee for the
office of manager become unavailable for any reason, the person or persons
acting under the proxy will vote for the election of such other person as
management may recommend. All nominees are currently serving as managers and
have agreed to serve if elected. Management has no reason to believe that any of
the nominees will be unable to serve if elected, and to the knowledge of
management, the nominees intend to serve the entire term for which election is
sought. Proxies solicited for the upcoming Annual Meeting may not be voted for a
greater number of persons than the number of nominees named.
Date Mailed April 23, 1996
<PAGE> 4
<TABLE>
<CAPTION>
DATE FIRST
BECAME PRINCIPAL OCCUPATION
MANAGER DURING PAST FIVE YEARS
NAME AND POSITION WITH FUND AGE OF FUND AND DIRECTORSHIPS
--- ---------- -----------------------------------
<S> <C> <C> <C>
John W. Rex* 62 1991 Director (1982 to present),
Chairman of Board of Managers President and Chief Operating
Officer (1992 to present),
Executive Vice President
(1990-1992) and Treasurer (1972 to
1995) of American Fidelity;
Director (1982 to present),
Executive Vice President (1990 to
present) and Treasurer (1972 to
1995) of American Fidelity
Corporation; Director, Boatmen's
Trust Company, an Oklahoma Trust
Company
Daniel D. Adams, Jr.* 53 1991 Vice President and Investment
Secretary of Board of Managers Officer of American Fidelity and
American Fidelity Corporation
Jean G. Gumerson 73 1995 President, Presbyterian Health
Member of Board of Managers Foundation
Edward C. Joullian, III* 65 1987 Chairman of the Board of Directors
Member of Board of Managers and Chief Executive Officer,
Mustang Fuel Corporation; Director
of American Fidelity and American
Fidelity Corporation; Director,
Fleming Companies, Inc.; Director,
The LTV Corporation
Gregory M. Love 33 1992 President and Chief Operating
Member of Board of Managers Officer (1995 to present), Vice
President -- Real Estate and
Development (1990 to 1995) of
Love's Country Stores, Inc.;
Director, Affiliated Food Stores,
Inc.
J. Dean Robertson, D.D.S., M.Ed. 78 1968 Private practice in pediatric
Member of Board of Managers dentistry; Professor Emeritus,
University of Oklahoma, College of
Dentistry
G. Rainey Williams, Jr. 35 1992 Managing Partner, Marco Investment
Member of Board of Managers Company; Director, Mustang Fuel
Corporation
</TABLE>
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* "Interested Person" as defined in Section 2(a)(19) of the Investment Company
Act of 1940 (the "Investment Company Act").
During the year ended December 31, 1995, the Board of Managers held two
meetings. All managers were in attendance at each meeting except Mr. Joullian,
who attended one meeting. The Investment Committee, composed of Messrs. Rex and
Adams, meets monthly to review market conditions, Fund performance and
investment strategy employed by the sub-advisors. The Fund does not have a
standing audit, nominating or compensation committee or committees performing
similar functions.
Compensation of the members of the Board of Managers is paid by American
Fidelity. Members other than employees of American Fidelity receive a fee of
$500 for each meeting attended. Managers' fees totaling $4,500 were paid during
the year ended December 31, 1995.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table reflects the beneficial ownership of any Contract Owner
known by the Fund to be the beneficial owner of more than 5% of the Accumulation
Units outstanding at March 29, 1996 and the beneficial ownership of each member
of the Board of Managers at such date.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ----------------------------- ----------------------------- ----------------------- --------
<S> <C> <C> <C>
Variable Annuity Accumulation American Fidelity Companies 795,933 13.3%
Unit Employee Savings Plan Trust
2000 Classen Center
Oklahoma City, OK 73106
Variable Annuity Accumulation John W. Rex 4,481(1) .07%
Unit
</TABLE>
- ---------------
(1) Indirect ownership as a participant in the American Fidelity Companies
Employee Savings Plan Trust.
No member of the Board of Managers is a Contract Owner and no member of the
Board of Managers, other than Mr. Rex, is a beneficial owner of Accumulation
Units.
RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS
Subject to ratification by Contract Owners, the firm of KPMG Peat Marwick
LLP has been selected as independent certified public accountants for the Fund
for the year ending December 31, 1996. KPMG Peat Marwick LLP has performed the
audit functions for the Fund for the six years ended December 31, 1995.
KPMG Peat Marwick has no direct or indirect financial interest in the Fund.
Such firm is also the independent certified public accountants for American
Fidelity and it is the belief of management that the employment of the services
of KPMG Peat Marwick LLP for the current fiscal year will be in the best
interest of the Fund.
The Fund anticipates that a representative of KPMG Peat Marwick LLP will be
present at the Annual Meeting with the opportunity to make a statement and be
available to respond to appropriate questions. At the present time the Fund does
not have an audit committee composed of disinterested managers nor does it
anticipate the creation of such a committee.
THE BOARD OF MANAGERS RECOMMENDS A VOTE IN FAVOR OF RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP.
CONTRACT OWNER PROPOSALS
Under the regulations of the Securities and Exchange Commission, a Contract
Owner proposal intended for presentation at an annual meeting must be received
at the Fund's principal executive offices not less than 120 days in advance of
the date of the Fund's proxy statement released to Contract Owners in connection
with the previous year's annual meeting of Contract Owners. Accordingly,
Contract Owner proposals intended to be presented at the 1997 annual meeting
must be received by the Fund by December 24, 1996 in order to be considered for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting.
3
<PAGE> 6
OTHER BUSINESS
The Board of Managers knows of no other business which will be presented
for action at the meeting. If any other matter should properly come before the
meeting, it is the intention of the persons named in the form of proxy sent to
Contract Owners to vote the same in accordance with their best judgment.
The Fund's 1995 Annual Report and its most recent semi-annual report are
available upon request. Fund participants and Contract Owners may obtain such
reports by writing to the Fund's Annuity Services at 2000 Classen Center,
Oklahoma City, Oklahoma 73106, or by calling 1-800-662-1106.
PERSONS ENTITLED TO VOTE, WHETHER OR NOT EXPECTING TO ATTEND THE ANNUAL MEETING,
ARE REQUESTED TO COMPLETE THE ENCLOSED FORM AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE.
BY ORDER OF THE BOARD OF MANAGERS
/s/ JOHN W. REX
JOHN W. REX
Chairman, Board of Managers
4
<PAGE> 7
INSTRUCTIONS OF PARTICIPANT UNDER
GROUP VARIABLE ANNUITY CONTRACT CONCERNING
MATTERS TO BE VOTED UPON AT THE
ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
Name Billing Number
---------------------------------- --------------------------
Number of Votes Attributable to Participant's Individual Account
----------------
The undersigned participant under a group variable annuity contract of
American Fidelity Variable Annuity Fund A (the "Fund") hereby notifies the owner
of such contract of his instructions relative to the casting of votes
attributable to the participant's individual account upon the matters to be
voted upon at the Annual Meeting of Variable Annuity Contract Owners to be held
on June 7, 1996, or any adjournment thereof.
1. ELECTION OF MANAGERS:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees listed
contrary) below
John W. Rex, Daniel D. Adams, Jr., Jean G. Gumerson, Edward C. Joullian, III,
Gregory M. Love, J. Dean Robertson, G. Rainey Williams, Jr.
INSTRUCTIONS: To withhold authority to vote for an individual nominee write the
nominee's name on the space provided below:
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2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE FUND'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1996.
/ / FOR / / AGAINST / / ABSTAIN
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3. In their discretion, upon such other business as may properly come before
the meeting or any adjournment thereof.
Please complete this form and forward it, as promptly as possible, in
the enclosed self-addressed envelope which requires no postage.
UNLESS CONTRARY INSTRUCTIONS ARE GIVEN ABOVE, THE PARTICIPANT'S VOTE WILL BE
CAST FOR ALL NOMINEES AND FOR ALL PROPOSALS.
DATE SIGNATURE
------------------------- -----------------------------------------
<PAGE> 8
PROXY
The undersigned Contract Owner of American Fidelity Variable Annuity Fund A
does hereby constitute and appoint JOHN W. REX and DANIEL D. ADAMS, JR., or
either of them (with full power to act alone), as attorneys and agents for the
undersigned, to vote as proxies for the undersigned and with full power of
substitution to attend and represent the undersigned at the Annual Meeting of
Variable Annuity Contract Owners of AMERICAN FIDELITY VARIABLE ANNUITY FUND A,
to be held at the office of American Fidelity Assurance Company, 2000 Classen
Center, Oklahoma City, Oklahoma, on June 7, 1996 at 9:00 A.M., Central Daylight
Savings Time, and at any adjournments thereof, and for or on behalf of the
undersigned to vote upon propositions described below and upon any related or
other business which may properly come before the meeting according to the
number of votes attributable to the group contract owned by the undersigned,
which the undersigned would be entitled to vote if personally present, hereby
revoking any proxy or proxies heretofore given by the undersigned.
1. ELECTION OF MANAGERS:
<TABLE>
<S> <C> <C>
John W. Rex FOR WITHHOLD AUTHORITY
-------------- ---------------
Daniel D. Adams, Jr. FOR WITHHOLD AUTHORITY
-------------- ---------------
Jean G. Gumerson FOR WITHHOLD AUTHORITY
-------------- ---------------
Edward C. Joullian, III FOR WITHHOLD AUTHORITY
-------------- ---------------
Gregory M. Love FOR WITHHOLD AUTHORITY
-------------- ---------------
J. Dean Robertson FOR WITHHOLD AUTHORITY
-------------- ---------------
G. Rainey Williams, Jr. FOR WITHHOLD AUTHORITY
-------------- ---------------
</TABLE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE FUND'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1996.
FOR AGAINST ABSTAIN
---------- ---------- ----------
If any other business is to be presented at the meeting, this Proxy will be
voted in accordance with the recommendations of the Board of Managers.
THE BOARD OF MANAGERS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSITIONS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
Dated , 1996
--------------- -----------------------------------
Contract Owner
by
---------------------------------
Name
------------------------------
Title
-----------------------------
PLEASE SIGN THIS FORM AND FORWARD IT, NO LATER THAN JUNE 4, 1996, IN THE
ENCLOSED STAMPED, SELF-ADDRESSED ENVELOPE. THE ABSENCE OF A QUORUM WOULD REQUIRE
THE SCHEDULING OF ANOTHER MEETING.
CONTRACT NUMBER
---------------
<PAGE> 9
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
OKLAHOMA CITY, OKLAHOMA
THIS PROXY IS BEING SOLICITED BY THE BOARD OF MANAGERS
VOTE CERTIFICATION
Except as noted below, votes attributable to your group contract must be
cast in accordance with the instructions of Participants. Participants under
your contract have instructed you that the votes attributable to their accounts
be cast:
1. ELECTION OF MANAGERS:
<TABLE>
<S> <C> <C>
John W. Rex FOR WITHHOLD AUTHORITY
-------------- ---------------
Daniel D. Adams, Jr. FOR WITHHOLD AUTHORITY
-------------- ---------------
Jean G. Gumerson FOR WITHHOLD AUTHORITY
-------------- ---------------
Edward C. Joullian, III FOR WITHHOLD AUTHORITY
-------------- ---------------
Gregory M. Love FOR WITHHOLD AUTHORITY
-------------- ---------------
J. Dean Robertson FOR WITHHOLD AUTHORITY
-------------- ---------------
G. Rainey Williams, Jr. FOR WITHHOLD AUTHORITY
-------------- ---------------
</TABLE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE FUND'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1996.
FOR AGAINST ABSTAIN
---------- ---------- ----------
Instructions were NOT received for votes. Under Rules and Regulations
of the Fund, these votes must be cast in the same proportions as those for which
instructions were received.
I hereby certify that the totals stated herein are true to the best of my
knowledge and belief.
- --------------------------------------
Daniel D. Adams, Jr.,
Secretary of the Board of Managers
