Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 ss.240.14a-11(c) or ss.240.14a-12
AUL AMERICAN SERIES FUND, INC.
(Name of Registrant as Specified In Its Charter)
N.A.
(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N.A.
2) Aggregate number of securities to which transaction applies:
N.A.
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):
N.A.
4) Proposed maximum aggregate value of transaction:
N.A.
5) Total fee paid:
N.A.
[ ] 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:
N.A.
2) Form, Schedule or Registration Statement No.:
N.A.
3) Filing Party:
N.A.
4) Date Filed:
N.A.
[Cover Page to Schedule 14A amended in Release No. 34-37692 (P. 85,845),
effective October 7, 1996, 61 F.R. 49957.]
<PAGE>
AUL AMERICAN SERIES FUND, INC.
ONE AMERICAN SQUARE
INDIANAPOLIS, INDIANA 46204
NOTICE OF MEETING OF SHAREHOLDERS
AUGUST 4, 1997
To the Shareholders of AUL American Series Fund, Inc.:
Notice is hereby given that the Meeting of Shareholders of AUL American
Series Fund, Inc. (the "Fund"), a Maryland corporation, will be held at 2:30
p.m. (EST) on Monday, August 4, 1997 at One American Square, Indianapolis,
Indiana 46282, for the following purposes:
I. To elect five (5) Directors to serve until the next Meeting of Shareholders
called for that purpose and until their successors are duly elected and
qualified;
II. To consider and vote on ratification of the selection of Coopers & Lybrand
LLP as the independent accountants of the Fund for the fiscal year ending
December 31, 1997; and
III. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on Friday, May 23,
1997 as the record date for determining shareholders entitled to notice of and
to vote at the Meeting, and any adjournment thereof.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting are requested to complete, sign, and return the
enclosed proxy promptly. The enclosed proxy is being solicited by the Board of
Directors of the Fund.
PLEASE RESPOND -- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THIS MEETING, PLEASE FILL IN, SIGN, AND MAIL THE PROXY IN THE ENVELOPE PROVIDED.
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS SOON AS POSSIBLE TO ASSURE THAT
YOUR PROXY WILL BE VOTED.
By Order of the Board of Directors
/s/ Richard A. Wacker
By: Richard A. Wacker
Secretary
Indianapolis, Indiana
June 10, 1997
<PAGE>
PROXY STATEMENT
AUL American Series Fund, Inc.
One American Square
Indianapolis, Indiana 46204
Meeting of Shareholders -- August 4, 1997
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of AUL American Series Fund, Inc. (the "Fund"), a
Maryland corporation, for use at a Meeting of Shareholders of the Fund to be
held at 2:30 p.m. (EST) on Monday, August 4, 1997 at One American Square,
Indianapolis, Indiana 46282, and any adjournment thereof.
The date of the first mailing of this Proxy Statement was on or about June
15, 1997. Shares represented by timely and properly executed proxies will be
voted as specified. Executed proxies that are unmarked will be voted for the
election of the nominees for Director and in favor of the proposals set forth in
the attached Notice of Meeting. A proxy may be revoked at any time prior to its
exercise by written notice, by execution of a subsequent proxy, or by voting in
person by attending the Meeting.
The shares of the Portfolios of the Fund are sold to one or more separate
accounts of American United Life Insurance Company(R) ("AUL") to serve as the
investment medium for variable annuity contracts issued by AUL (the
"Contracts"). Although AUL is the legal owner of the shares of the Portfolios of
the Fund, in accordance with its view of applicable law, AUL will request voting
instructions from persons having the voting interest under a Contract and will
exercise the voting rights attributable to the shares of the each Portfolio of
the Fund in proportion to the voting instructions received. As of the close of
business on the record date, AUL, Dean Investment Associates, AUL American Unit
Trust, and AUL American Individual Unit Trust, registered separate accounts of
AUL, as well as Group Retirement Annuity Separate Account II, an unregistered
separate account of AUL, were the sole shareholders of the Fund, although other
separate accounts of AUL or other affiliated or unaffiliated insurance companies
and their separate accounts may become shareholders in the future. AUL is
required to vote shares attributable to Contracts or Participant Accounts for
which it has not received timely voting instructions in the same proportion as
it votes shares attributable to Contracts and Participant Accounts for which it
has received voting instructions in a timely manner. AUL will vote the shares
that it has purchased directly and holds in its general account in its own
discretion. The persons permitted to give instructions for each Portfolio of the
Fund and the number of shares for which such instructions may be given for
purposes of voting at the Meeting and any adjournment thereof will be determined
as of the close of business on Friday, May 23, 1997, the record date for the
Meeting of Shareholders.
In connection with the solicitation of such instructions from persons
having the voting interest under a Contract, it is expected that AUL will
furnish a copy of this Proxy Statement to persons having the voting interest
under a <PAGE>
Contract. The person having the voting interest under a Contract is the Owner or
Participant, depending on the type of retirement plan under which the Contract
is issued. Generally, a Participant will have a voting interest under a Contract
to the extent of the vested portion of his or her Account Value. In the case of
a Contract acquired in connection with an Employee Benefit Plan or an Employer
Sponsored 403(b) Program, AUL may furnish the Owner with sufficient copies of
this Proxy Statement for all Participants under a Contract with any voting
interest. Defined terms in this Proxy Statement generally correspond to like
terms in the Prospectus for AUL American Unit Trust and the AUL American
Individual Unit Trust.
The following shares of each Portfolio of the Fund, $0.001 par value, were
outstanding at the close of business on the record date:
Name of Portfolio Number of Shares
- ----------------- ----------------
AUL American Equity Portfolio 3,316,851.849
AUL American Bond Portfolio 2,800,641.282
AUL American Managed Portfolio 3,456,889.431
AUL American Money Market Portfolio 46,018,435.720
AUL American Tactical Asset Allocation Portfolio 269,345.411
As of the record date, the shares owned directly by AUL and held in its
general account are as follows: 309,609.005 shares of AUL American Equity
Portfolio and 50,017.713 shares of AUL American Tactical Asset Allocation
Portfolio.
Shares of each Portfolio have equal rights and privileges with all other
shares of that Portfolio. Shares of each Portfolio entitle their holders to one
vote per share, with proportional voting for fractional shares.
The shares of all Portfolios are voted together on Proposals I and II, with
one vote per share of each Portfolio. The vote of a majority of the outstanding
shares of the Fund represented at a meeting at which a quorum is present is
necessary for the election of Directors (Proposal I) and for the ratification of
the selection of independent accountants (Proposal II).
The costs of the Meeting including the preparation of proxies will be paid
by the Fund. The solicitation of proxies will be by mail.
The Annual Report for the Fund for the fiscal year ended December 31, 1996,
including financial statements, either has been mailed to all persons who are
shareholders of record on the record date for the Meeting or, if not previously
mailed, accompanies this Proxy Statement. The Annual Report is not incorporated
herein. If a copy of the Annual Report is not included in this Proxy Statement
and has not been previously received, the Fund will provide a copy of the Annual
Report upon request and without charge by calling (317) 263-1877 or by writing
to AUL at P.O. Box 368, Indianapolis, Indiana 46206.
<PAGE>
As a general matter, the Fund does not hold regular annual or other
meetings of Shareholders. Any Shareholder who wishes to submit proposals to be
considered at a future meeting of Fund Shareholders should send the proposals to
the Fund at P.O. Box 368, Indianapolis, Indiana 46206, so as to be received a
reasonable time before a proxy solicitation for the next meeting is made.
Shareholder proposals that are submitted in a timely manner will not necessarily
be included in the proxy materials. Inclusion of such proposals is subject to
limitations under federal securities laws.
I. ELECTION OF DIRECTORS
The Fund is not required to hold an annual meeting of shareholders for the
election of Directors. However, in accordance with the Fund's Articles of
Incorporation and Bylaws, as well as applicable federal securities laws, the
Fund is required to call a Meeting of Shareholders whenever less than a majority
of the Directors of the Fund have been elected by the Participants and to fill
vacancies if, immediately after the appointment of a Director by the Board of
Directors to fill a vacancy, less than 2/3 of the Directors then holding office
have been elected by the Shareholders. Therefore, an election of Directors is
being held at this meeting to fill vacancies caused by resignations of two
Directors. Mr. Leonard Schutt resigned from the Board of Directors, effective
March 1, 1997 and Dr. H. Raymond Swenson resigned from the Board of Directors
effective March 1, 1996.
The Board currently consists of 4 Directors: Dr. Ronald D. Anderson, Dr.
Leslie Lenkowsky, James W. Murphy, and James P. Shanahan. Dr. Anderson, Mr.
Murphy and Mr. Shanahan were elected to the Board of Directors at the Annual
Meeting of the Shareholders held on May 10, 1991. All three of these individuals
are submitted for re-election to the Board. Dr. Lenkowsky was appointed to the
Board on March 6, 1996 to fill the vacancy created by the resignation of Dr. H.
Raymond Swenson. Dr. Swenson was not an "interested person" as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act") and,
similarly, Dr. Lenkowsky is not an interested person as defined by the 1940 Act.
Dr. Lenkowsky is being submitted as a new nominee for election by Shareholders.
The other new nominee, Mr. R. Stephen Radcliffe, is being submitted as a nominee
to fill the vacancy on the Board created by the resignation of Mr. Leonard
Schutt from the Board of Directors, effective March 1, 1997. Mr. Schutt was an
interested person as defined by the 1940 Act and his replacement, Mr. Radcliffe,
would also be considered an interested person as defined by the 1940 Act. As an
interested person, Mr. Radcliffe will receive no compensation from the Fund as a
Director. Mr. Radcliffe would become a member of the Board of Directors on the
day following his election, if he is so elected to the Board by the
Shareholders. Each nominee has consented to serve as a Director if elected;
however, should any nominee become unavailable to accept election, an event not
now anticipated, the persons named in the proxy will vote at their discretion
for another person or persons who may be nominated as a Director.
Unless otherwise instructed by a shareholder, the persons named in the
accompanying form of proxy intend to vote at the Meeting for the election of the
five nominees named below as Directors of the Fund to serve until the next such
Meeting of Shareholders and until their successors are elected and qualified. If
a proxy card is properly executed but unmarked, it will be voted in favor of all
the nominees.
<PAGE>
The following table sets forth the names of the nominees and certain
additional information. Unless otherwise indicated, each individual's business
address is One American Square, Indianapolis, Indiana 46282.
Principal Occupation
Director During the Past Five
Name and Position Since Years and Age in 1997
- ----------------- ----- ---------------------
James W. Murphy,* Chairman 1990 Senior Vice President,
of the Board and President Corporate Finance, AUL,
Age 61
James P. Shanahan,* 1990 Senior Vice President,
Director, Vice President Pension Operations, AUL,
and Treasurer Age 64
Dr. Ronald D. Anderson, 1990 Professor, School of
Director Business, Indiana
Indiana University, University, Indianapolis,
Indianapolis IN
801 West Michigan St., Age 58
Indianapolis, IN
Dr. Leslie Lenkowsky, 1996 President, Hudson Institute,
Director 8/90 to present;
Hudson Institute Indianapolis, IN
5395 Emerson Way Age 51
Indianapolis, IN 46226
R. Stephen Radcliffe* N.A. Director and Executive Vice
proposed nominee President, AUL, 8/94 to present;
Sr. V.P., Chief Actuary, AUL,
5/83 - 8/94;
Age 52
*Because of their current positions with AUL as set forth above, Mr.
Murphy, and Mr. Shanahan are "interested persons" of the Fund and AUL, as
defined in the Investment Company Act of 1940. Mr. Radcliffe, if elected by the
Shareholders to a position on the Board of Directors, would also be an
interested person, as defined in the Investment Company Act of 1940.
Richard A. Wacker serves as Secretary of the Fund and has held that office
from March 7, 1990 to the present. Mr. Wacker also serves as Associate General
Counsel of AUL.
None of the Directors or Executive Officers of the Fund directly own shares
of the Fund. In addition, none of the Directors or Executive Officers own or
participate in any Contracts for which the Fund serves as the investment medium.
During the Fund's fiscal year ended December 31, 1996, the Board of
Directors held four meetings. Except for Mr. Shanahan, who attended two of the
meetings, all of the other current
<PAGE>
Directors attended all four meetings. The Fund has no standing audit,
compensation or nominating committees.
During the calendar year ended December 31, 1996, the Fund paid to all
Directors who are not "interested persons" of the Fund fees aggregating $17,560.
For calendar year 1997, the Fund shall pay each such Director $4,500 per year,
plus $450.00 for each Board of Directors meeting attended and shall reimburse
each such Director for any expenses incurred in attending such meetings or
otherwise in carrying out his responsibilities as a Director of the Fund. AUL
pays all salaries, fees, and expenses of any Officer or Director of the Fund who
is an officer, director, or employee of AUL.
The Board of Directors recommends that Shareholders vote in favor of the
election of the five nominees as Directors of the Fund.
II. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting of the Board of Directors held on January 30, 1991, the
Directors, including those who are not interested persons of the Fund, selected
Coopers & Lybrand LLP to act as independent certified public accountants for the
Fund for the Fund's fiscal year ending December 31, 1991. This selection was
subsequently ratified by the Shareholders of the Fund at the Annual Meeting of
the Shareholders held on May 10, 1991, and Coopers and Lybrand LLP has acted as
the Fund's independent certified public accountant since such Shareholder
ratification. Maryland law provides that at each Annual Meeting of Shareholders,
the issue of ratification of the independent certified public accountant shall
be presented to the Shareholders for their approval and ratification. Coopers &
Lybrand LLP were selected as the independent certified public accountants for
the Fund for the year ending December 31, 1997 at the Board of Directors meeting
held on March 27, 1997, subject to ratification of the Shareholders of the Fund
at the Shareholder Meeting to be held on August 4, 1997. Coopers & Lybrand LLP
have advised the Fund that they have no direct financial or material indirect
financial interest in the Fund.
In connection with its audit services, Coopers & Lybrand LLP will examine
and certify financial statements for the Fund and may provide assistance and
consultation in connection with filings with the Securities and Exchange
Commission (the "SEC"). The Fund's financial statements for the fiscal year
ended December 31, 1996, were examined by Coopers & Lybrand LLP. A
representative of Coopers & Lybrand LLP will not be present at the Meeting.
An affirmative vote of a majority of the shares of the Fund represented at
the Meeting (shares of the Fund's five Portfolios voting as a single class) is
required to ratify this appointment.
The Board of Directors recommends that shareholders vote in favor of
ratifying the selection of Coopers & Lybrand LLP as independent public
accountants for the Fund for the year ending December 31, 1997.
<PAGE>
III. OTHER MATTERS
The Directors know of no business to be brought before the Meeting other
than as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
INFORMATION ABOUT AUL
AUL conducts a conventional life insurance, health insurance, reinsurance,
and annuity business, and manages pension and other accounts. At December 31,
1996, AUL had admitted assets of $7,852,292,848 and had a policyowners' surplus
of $572,825,650. AUL is registered with the SEC as an investment adviser. Such
registration does not involve supervision by the SEC over investment advice.
The Board of Directors of AUL is elected by its policyowners. As a mutual
insurance company, AUL has no shareholders, and therefore no one individual
controls as much as 10% of AUL.
AUL serves as the investment adviser of the Fund pursuant to an Investment
Advisory Agreement ("Agreement") between AUL and the Fund. For further
information regarding the Agreement, the investment management services provided
by AUL, portfolio brokerage and portfolio transactions, please refer to the
Prospectus and Statement of Additional Information for the AUL American Unit
Trust or the AUL American Individual Unit Trust. To request a copy of the AUL
American Unit Trust or the AUL American Individual Unit Trust Prospectus and
Statement of Additional Information, please call AUL at (317) 263-1877. Copies
may also be obtained by writing AUL at P.O. Box 368, Indianapolis, Indiana 46206
and requesting these documents.
<PAGE>
MISCELLANEOUS -- 5% OWNERS
There are no Participants or Contract Owners who are entitled to give
voting instructions with respect to 5% or more of the shares of the Fund.
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund, their ages, business affiliations and
principal occupations during the past five years are shown below.
NAME, AGE AND BUSINESS AFFILIATIONS
POSITION WITH POSITION AND
THE FUND WITH AUL PRINCIPAL OCCUPATIONS
- ------------- -------- ---------------------
James W. Murphy,* Chairman Senior Vice President, Same
of the Board and President Corporate Finance, 8/69 to
Age 61 present
James P. Shanahan,* Senior Vice President, Same
Director, Vice President Pension Division, 1/83 to
and Treasurer present
Age 64
Richard A. Wacker,* Associate General Counsel, Same
Secretary 10/92 to present; Senior
Age 48 Counsel, 11/89 to 10/92
YOU ARE URGED TO FILL-IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors
/s/ Richard A. Wacker
By: Richard A. Wacker
Secretary
June 10, 1997
<PAGE>
[FRONT OF PROXY CARD]
VOTING INSTRUCTION/PROXY
AUL AMERICAN SERIES FUND, INC.
MEETING OF SHAREHOLDERS
August 4, 1997, 2:30 p.m. (EST)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE FUND'S BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE FOLLOWING PROPOSALS.
The undersigned Contract Owner or Participant of an AUL American Series
Variable Annuity Contract ("Contract") hereby instructs Richard A. Wacker,
Secretary to the Board of Directors and American United Life Insurance
Company(R) ("AUL") on behalf of the AUL American Unit Trust, the AUL American
Individual Unit Trust and the Group Retirement Annuity Separate Account II to
vote the Shares of AUL American Series Fund, Inc. (the "Fund") attributable to
his or her Contract at the Meeting of Shareholders of the Fund to be held on
August 4, 1997 at One American Square, Indianapolis, Indiana, 46282 at 2:30 p.m.
(EST), or at any adjournment thereof, in the manner directed below with respect
to the matters referred to in the Notice of Meeting and Proxy Statement for the
Meeting, receipt of which is hereby acknowledged, and in the Secretary's or
AUL's discretion, upon such other matters as may properly come before the
meetings or any adjournment thereof.
Dated: ________________________, 1997
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, OR IF YOU DO
PLAN TO ATTEND, BUT WISH TO VOTE BY PROXY, PLEASE DATE, SIGN AND MAIL THIS
VOTING INSTRUCTION/PROXY PROMPTLY.
Signature(s):______________________________
[BACK OF CARD]
THIS VOTING INSTRUCTION/PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER (OR NOT VOTED) AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS
VOTING INSTRUCTION/PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR LISTED IN
ITEM 1 AND IN FAVOR OF ITEMS 2 AND 3. IF THIS VOTING INSTRUCTION/PROXY IS NOT
RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES WILL BE CAST BY AUL IN
THE SAME PROPORTION AS THOSE FOR WHICH PROPERLY EXECUTED INSTRUCTIONS HAVE BEEN
RECEIVED.
Please vote by filling in the boxes below.
1. To elect the following persons to serve as Directors: Dr. Ronald D. Anderson,
Dr. Leslie Lenkowsky, Mr. James W. Murphy, Mr. R. Stephen Radcliffe, and Mr.
James P. Shanahan.
[ ] VOTE FOR [ ] WITHHOLD AUTHORITY
all nominees. to vote for all
nominees.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
that nominee(s) name on the line below.)
________________________________________________________________________________
2. To ratify the selection of Coopers & Lybrand LLP as independent public
accountants for the Fund for the fiscal year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
