<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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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 11, 1997
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 6, 1997 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, 1997; 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 28,
1997 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 28, 1997.
All owners and participants in variable annuity contracts as of March 28,
1997 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 6, 1997
PROXY STATEMENT
GENERAL INFORMATION
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 6,
1997 for the purposes set forth in the accompanying Notice. This Proxy Statement
is first being mailed on April 11, 1997.
The Fund's 1996 Annual Report is available upon request. Fund participants
and Contract Owners may obtain the report by writing to the Fund's Annuity
Services at 2000 Classen Center, Oklahoma City, Oklahoma 73106, or by calling
1-800-662-1106.
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.
The record date for Contract Owners entitled to vote at the Annual Meeting
is the close of business on March 28, 1997, at which time there were 6,588,954
votes eligible to be cast by the owners of variable annuity contracts. Each
owner of a variable annuity contract on March 28, 1997 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. Contract Owners must vote in accordance with any
instructions provided by their respective participants. 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.
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.
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.
Each proxy which is properly signed, dated and returned to the Fund in time
for the Annual Meeting, and not revoked, will be voted in accordance with
instructions contained therein. Proxies not specified to the contrary will be
voted FOR the election of all nominees as members of the Board of Managers and
FOR ratification of the independent certified public accountants. Approval of
the nominees and accountant
<PAGE> 4
ratification 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.
ELECTION OF MEMBERS OF THE BOARD OF MANAGERS OF THE FUND
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.
<TABLE>
<CAPTION>
DATE FIRST
BECAME PRINCIPAL OCCUPATION
MANAGER DURING PAST FIVE YEARS
AGE OF FUND AND DIRECTORSHIPS
NAME AND POSITION WITH FUND --- --------------- ----------------------
<S> <C> <C> <C>
John W. Rex* 63 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.* 54 1991 Vice President and Investment
Secretary of Board of Managers Officer of American Fidelity and
American Fidelity Corporation
Jean G. Gumerson 74 1995 President and Chief Executive
Member of Board of Managers Officer, Presbyterian Health
Foundation
Edward C. Joullian, III* 67 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 35 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. 79 1968 Private practice in pediatric
Member of Board of Managers dentistry; Professor Emeritus,
University of Oklahoma, College of
Dentistry
G. Rainey Williams, Jr. 36 1992 Managing Partner, Marco Capital
Member of Board of Managers Group; 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").
2
<PAGE> 5
During the year ended December 31, 1996, the Board of Managers held one
meeting. All managers were in attendance at such 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 $2,500 were paid during
the year ended December 31, 1996.
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 28, 1997 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 726,424 11.02%
Unit Employee Savings Plan Trust
2000 Classen Center
Oklahoma City, OK 73106
Variable Annuity Accumulation John W. Rex 2,856(1) .04%
Unit
</TABLE>
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(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, 1997. KPMG Peat Marwick LLP has performed the
audit functions for the Fund for the seven years ended December 31, 1996.
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.
3
<PAGE> 6
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 1998 annual meeting
must be received by the Fund by December 12, 1997 in order to be considered for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting.
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.
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 or her 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 6, 1997, 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 1997.
[ ] 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 6, 1997 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>
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 1997.
________________ 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 ____________________________ , 1997 ___________________________________
Contract Owner
by ________________________________
Name ____________________________
Title ___________________________
PLEASE SIGN THIS FORM AND FORWARD IT, NO LATER THAN JUNE 3, 1997, 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 as follows:
1. ELECTION OF MANAGERS:
<TABLE>
<S> <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 1997.
_________________ 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.
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Daniel D. Adams, Jr.,
Secretary of the Board of Managers
