AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-K, 1996-03-29
INSURANCE CARRIERS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the fiscal year ended 12/31/95             Commission file numbers 33-89564,
                                                   33-89674, 33-59955, 33-89676,
                                                   33-89566, 33-88360, 33-89678,
                                                   33-91400 and 33-91402


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
             (Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------

               Connecticut                             06-1241288
               -----------                             ----------
    (State or other jurisdiction of                   IRS Employer
     incorporation or organization)                 Identification No.)


                 One Corporate Drive, Shelton, Connecticut 06484
                 -----------------------------------------------
               (Address of Principal Executive Offices, Zip Code)


Registrant's telephone number, including area code: (203) 926-1888
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:  NONE


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____

As of March 25, 1996, there were 25,000 shares of outstanding  common stock, par
value $80 per share, of the  registrant,  consisting of 100 shares of voting and
24,900  shares  of  non-voting  all of  which  were  owned by  American  Skandia
Investment Holding Corporation,  a wholly-owned  subsidiary of Skandia Insurance
Company Ltd., a Swedish corporation.





PART I

Item 1.        Business

               American  Skandia  Life  Assurance  Corporation  ("ASLAC" or "the
               Company") is a Connecticut corporation with its principal offices
               in Shelton, Connecticut.

               American Skandia  Investment  Holding  Corporation (the "Parent")
               owns all of the issued and  outstanding  shares of the  Company's
               common stock. The Parent is a wholly-owned ultimate subsidiary of
               Skandia Insurance Company Ltd., a Swedish corporation.

               The Company currently  develops and offers annuity products.  All
               annuity products requiring registration as securities are offered
               through its affiliated  broker-dealer  company,  American Skandia
               Marketing,   Incorporated.   ASLAC  currently  offers  single  or
               flexible  premium  variable  and  guaranteed   maturity  deferred
               annuities  and  immediate  annuities.  The  Company  may,  in the
               future, offer other forms of life and health insurance.

               Annuity  contracts  represent a  contractual  obligation  to make
               payments over a given period of time (often  measured by the life
               of the  recipient),  undertaken  by the insurer in return for the
               payment of either a single  premium or a series of  scheduled  or
               flexible premiums.  The insurer's  obligation to pay may commence
               immediately  or be deferred.  The amount to be paid may be either
               fixed or  variable.  The  product  is sold to  pension  plans and
               individuals, primarily for the management of financial assets and
               for  retirement.  Income  earned  by or  credited  to a  deferred
               annuity contract  generally is not taxed until  distributed.  For
               immediate annuities,  or annuitized deferred annuities, a portion
               of each annuity distribution received is taxed as ordinary income
               to the policyholder,  based on the ratio of the investment in the
               contract to the total distribution expected to be received.

               The  Company is  obligated  to carry in its  statutory  financial
               statements,  as  liabilities,  actuarial  reserves  to  meet  its
               obligations on outstanding  annuity or life insurance  contracts.
               This is required by the life  insurance  laws and  regulations in
               the  jurisdictions  in which it does business.  Such reserves are
               based on mortality  and/or morbidity tables in general use in the
               United States.  In general,  reserves are computed  amounts that,
               with additions from premiums to be received, and with interest on
               such reserves  compounded at certain assumed rates,  are expected
               to be  sufficient  to meet  our  contract  obligations  at  their
               maturities  if death  occurs  in  accordance  with the  mortality
               tables employed.  In the accompanying  financial statements these
               reserves for contract  obligations  are  determined in accordance
               with generally accepted accounting principles and are included in
               the   separate   account   liabilities,    reserve   for   future
               contractowner benefits and annuity policy reserves.

               ASLAC is engaged in a business that is highly  competitive due to
               the  large  number of  insurance  companies  and  other  entities
               competing in the marketing and sale of insurance products.  There
               are  approximately  2,300  stock,  mutual,  and  other  types  of
               insurance  companies in the life insurance business in the United
               States.

               As of December 31, 1995,  the Company  had  201  direct  salaried
               employees.

                                        2


Item 2.        Properties

               The Company  occupies  office  space  leased  from an  affiliate,
               American Skandia Information Services and Technology Corporation,
               and believes that the current facilities are satisfactory for its
               near term needs.

Item 3.        Legal Proceedings

               As of the date of this filing, the Company is not involved in any
               litigation outside of the ordinary course of business,  and knows
               of no material claims.

Item 4.        Submission of Matters to a Vote of Security Holders

               None


                                        3

PART II

     Item 5.   Market for the Registrant's  Common Equity and Related
               Stockholder Matters

               All of ASLAC's  outstanding  shares are owned by American Skandia
               Investment  Holding  Corporation,  a  wholly-owned  subsidiary of
               Skandia  Insurance  Company  Ltd.  The  Company  did  not pay any
               dividends to its Parent in 1995, 1994 and 1993.

Item 6.        Selected Financial Data

               The following table  summarizes  information  with respect to the
               operation of the Company.  The selected  financial data should be
               read in conjunction  with the financial  statements and the notes
               thereto  and Item 7 -  Management's  Discussion  and  Analysis of
               Financial Condition and Results of Operation.

<TABLE>
<CAPTION>
                                                            FOR THE YEAR ENDED DECEMBER 31,
                                                   1995            1994            1993           1992         1991
                                                   ----            ----            ----           ----         ----
               Income Statement Data:
               Revenues:
<S>                                         <C>             <C>              <C>             <C>           <C>
               Net investment income        $    1,600,674  $    1,300,217   $      692,758  $    892,053  $    723,253
               Annuity premium income                    0          70,000          101,643     1,304,629     2,068,452
               Annuity charges and fees*        38,837,358      24,779,785       11,752,984     4,846,134     1,335,079
               Net realized capital
                gains/(losses)                      36,774          (1,942)         330,024       195,848         4,278
               Fee income                        6,205,719       2,111,801          938,336       125,179             0
               Other income                         64,882          24,550            1,269        15,119        45,010
                                            --------------  --------------   --------------  ------------  ------------

               Total revenues               $   46,745,407  $   28,284,411   $   13,817,014  $  7,378,962  $  4,176,072
                                            ==============  ==============   ==============  ============  ============

               Benefits and Expenses:
               Return credited
                 to contractowners              10,612,858        (516,730)         252,132       560,243       235,470
               Cost of minimum death benefit
                 reinsurance                     2,056,606               0                0             0             0
               Annuity benefits                    555,421         369,652          383,515       276,997       107,536
               Increase/(decrease) in annuity
                 policy reserves                (6,778,756)      5,766,003        1,208,454     1,331,278     2,045,722
               Underwriting, acquisition and
                 other insurance expenses       35,970,524      18,942,720        9,547,951    11,338,765     7,294,400

               Interest expense                  6,499,414       3,615,845          187,156             0             0
                                            --------------  --------------   --------------  ------------  ------------

               Total benefits and expenses  $   48,916,067  $   28,177,490   $   11,579,208  $ 13,507,283  $  9,683,128
                                            ==============  ==============   ==============  ============  ============

               Income tax                   $      397,360  $      247,429   $      182,965  $          0  $          0
                                            ==============  ==============   ==============  ============  ============

               Net income (loss)            $   (2,568,020) $     (140,508)  $    2,054,841  $ (6,128,321) $ (5,507,056)
                                            ==============  ==============   ==============  ============  ============

               Balance Sheet Data:
               Total Assets                 $5,021,012,890  $2,864,416,329   $1,558,548,537  $552,345,206  $239,435,675
                                            ==============  ==============   ==============  ============  ============

               Surplus Notes                $  103,000,000  $    69,000,000  $   20,000,000  $          0  $          0
                                            --------------  ===============  ==============  ============  ============

               Shareholder's  Equity        $   59,713,000  $    52,205,524  $   52,387,687  $ 46,332,846  $ 14,292,772
                                            ==============  ===============  ==============  ============  ============
</TABLE>

               *On   annuity    sales   of    $1,628,486,000,    $1,372,874,000,
                $890,640,000,  $287,596,000  and  $141,017,000  during the years
                ended   December  31,  1995,   1994,   1993,   1992,  and  1991,
                respectively,  with  contractowner  assets under  management  of
                $4,704,044,001, $2,661,161,000, $1,437,554,000, $495,176,000 and
                $217,425,000 as of December 31, 1995, 1994, 1993, 1992 and 1991,
                respectively.

                                        4


Item 7.        Management's Discussion and Analysis of Financial Condition and
               Results of Operation

               American  Skandia Life Assurance  Corporation  (ASLAC) is a stock
               insurance  company  domiciled in Connecticut with licenses in all
               50 states.  It is a wholly-owned  subsidiary of American  Skandia
               Investment Holding Corporation (ASIHC),  whose ultimate parent is
               Skandia Insurance Company Ltd., a Swedish company.

               The Company is in the business of issuing annuity  policies,  and
               has been so since its  business  inception  in 1988.  The Company
               currently  offers  the  following  annuity  products:  a) certain
               deferred  annuities that are  registered  with the Securities and
               Exchange  Commission,  including  variable  annuities  and  fixed
               interest rate  annuities  that include a market value  adjustment
               feature;  b) certain other fixed deferred  annuities that are not
               registered  with the Securities and Exchange  Commission;  and c)
               fixed and adjustable immediate annuities.

               The Company markets its products to broker-dealers  and financial
               planners  through an internal field marketing staff. In addition,
               the Company  markets  through and in  conjunction  with financial
               institutions  such as  banks  that  are  permitted  directly,  or
               through affiliates, to sell annuities.

               During 1995,  Skandia Vida,  S.A. de C.V. was formed by the
               ultimate parent Skandia Insurance Company Ltd. The Company owns
               99.9% ownership in Skandia Vida, S.A. de C.V. which is a life
               insurance company domiciled in Mexico. This Mexican life  insurer
               is a start up company  with  expectations  of  selling  long term
               savings product within Mexico.  Total shareholders' equity of
               Skandia Vida, S.A. de C.V. is $881,648 at December 31, 1995.


               RESULTS OF OPERATIONS

               The Company's  long term  business plan was developed  reflecting
               the current sales and marketing approach. Annuity sales increased
               19%,  54% and 210% in  1995,  1994 and  1993,  respectively.  The
               Company continues to show significant  growth in sales volume and
               increased  market  share within the  variable  annuity  industry.
               Total  assets  grew  75%,  84% and 182% in 1995,  1994 and  1993,
               respectively.  These  increases  were  a  direct  result  of  the
               substantial sales volume  increasing  separate account assets and
               deferred  acquisition costs.  Liabilities grew 76%, 87%, and 198%
               in 1995, 1994 and 1993, respectively, as a result of the reserves
               required for the increased  sales  activity and borrowing  during
               1995,  1994  and  1993.  The  borrowing  is  needed  to fund  the
               acquisition costs of the Company's variable annuity business.

               The  Company  experienced  a net loss after tax in 1995 and 1994,
               which was in excess  of plan.  The 1995  result  was  related  to
               higher than anticipated  expense levels and additional  reserving
               requirements on our market value adjusted annuities. The increase
               in expenses was primarily  attributable  to improving our service
               infrastructure and marketing related costs.

               The  1994  loss  is  a  result   of   additional   reserving   of
               approximately  $4.6  million to cover the minimum  death  benefit
               exposure in the  Company's  annuity  contracts  along with higher
               than expected  general  expenses  relative to sales  volume.  The
               additional  reserve may be required from time to time, within the
               variable  annuity market place,  and is a result of volatility in
               the financial  markets as it relates to the  underlying  separate
               account  investments.  The Company achieved profits in 1993 of $2
               million which was expected.

                                        5

               REVENUES

               Increasing volume of annuity sales results in higher assets under
               management.  The fees  realized on assets  under  management  has
               resulted in annuity  charges and fees to increase  57%,  111% and
               143% in 1995, 1994 and 1993, respectively.

               Net  investment  income  increased  23% and 88% in 1995  and 1994
               respectively,  and decreased 22% in 1993. The increase in 1995 is
               a  result  of  a  higher  average  level  of  Company  bonds  and
               short-term  investments.  The  increase in 1994 is a result of an
               increase in the Company's bonds and short-term investments, which
               were $33.6  million and $29.1  million at  December  31, 1994 and
               1993, respectively.  The decrease in 1993 is a result of the need
               to liquidate  investments  to support the cash needs  required to
               fund the acquisition costs on the variable annuity business.

               Fee income has increased  194%,  125% and 650% in 1995,  1994 and
               1993,  respectively,  as a result of income from transfer  agency
               type activities.


               BENEFITS

               Annuity  benefits  represent  payments on annuity  contracts with
               mortality  risks,  this  being the  immediate  annuity  with life
               contingencies    and    supplementary    contracts    with   life
               contingencies.

               Increase in annuity policy reserves  represent change in reserves
               for the immediate annuity with life contingencies,  supplementary
               contracts  with life  contingencies  and minimum  death  benefit.
               During 1995 the Company entered into an agreement to reinsure the
               guaranteed minimum death benefit exposure on most of the variable
               annuity  contracts.  The costs  associated  with  reinsuring  the
               minimum  death  benefit  reserve  approximates  the change in the
               minimum  death benefit  reserve  during 1995,  thereby  having no
               significant   effect  on  the   statement  of   operations.   The
               significant  increase in 1994  reflects the required  increase in
               the minimum death benefit reserve on variable annuity  contracts.
               This increase covers the escalating  death benefit in the product
               which was further enhanced as a result of poor performance of the
               underlying mutual funds within the variable annuity contract.

               Return  credited  to  contractowners  represents  revenues on the
               variable  and  market  value  adjusted  annuities  offset  by the
               benefit  payments  and  change  in  reserves   required  on  this
               business.  Also  included are the benefit  payments and change in
               reserves  on  immediate  annuity  contracts  without  significant
               mortality  risks.  In  1995,  the  Company  earned  a lower  than
               anticipated  separate  account  investment  return on the  market
               value adjusted  contracts in support of the benefits and required
               reserves.  In addition,  the 1995 result  includes an increase in
               the required reserves associated with this product.

               The result for 1994 was better than  anticipated  due to separate
               account  investment return on the market value adjusted contracts
               being in excess of the benefits and required reserves.

                                        6

               EXPENSES

               Underwriting,  acquisition and other insurance  expenses for 1995
               is made up of $62.8 million of  commissions  and $42.2 million of
               general  expenses  offset by the net  capitalization  of deferred
               acquisition  costs totaling  $69.2 million.  This compares to the
               same period last year of $46.2 million of  commissions  and $26.2
               million of general expenses offset by the net  capitalization  of
               deferred acquisition costs totaling $53.7 million.

               Underwriting,  acquisition and other  insurance  expenses in 1993
               were made up of $36.7 million of commissions and $19.3 million of
               general  expenses  offset by the net  capitalization  of deferred
               acquisition costs totaling $46.3 million.

               Interest expense  increased $2.9 million and $3.4 million in 1995
               and 1994  respectively as a result of Surplus Notes totaling $103
               million and $69 million, at 1995 and 1994, respectively.


               LIQUIDITY AND CAPITAL RESOURCES

               The liquidity requirement of ASLAC was met by cash from insurance
               operations, investment activities and borrowings from its parent.

               As previously  stated,  the Company had significant growth during
               1995.   The  sales  volume  of  $1.628   billion  was   primarily
               (approximately  80%) variable  annuities which carry a contingent
               deferred  sales charge.  This type of product  causes a temporary
               cash strain in that 100% of the proceeds are invested in separate
               accounts  supporting the product leaving a cash (but not capital)
               strain caused by the acquisition cost for the new business.  This
               cash strain  required  the  Company to look beyond the  insurance
               operations  and  investments  of the Company.  During  1995,  the
               Company borrowed an additional $34 million from its parent in the
               form of Surplus  Notes and  extended  the  reinsurance  agreement
               (which was initiated in 1993 and 1994) along with entering into a
               third reinsurance  agreement with a large reinsurer in support of
               its  cash  needs.   The   reinsurance   agreements  are  modified
               coinsurance  arrangements  where  the  reinsurer  shares  in  the
               experience of a specific book of business. The income and expense
               items presented above are net of reinsurance.

               The Company is reviewing  various options to fund the cash strain
               anticipated from the acquisition costs on the coming years' sales
               volume.

               The tremendous growth of this young  organization has depended on
               capital support from its parent.

               As of December  31, 1995 and  December  31,  1994,  shareholder's
               equity  was  $59,713,000  and  $52,205,524  respectively,   which
               includes the carrying  value of the state  insurance  licenses in
               the amount of $4,862,500 and $5,012,500 respectively.

               ASLAC has long term  surplus  notes  with its  parent and a short
               term borrowing with an affiliate.  No dividends have been paid to
               its parent company.

                                        7

Item 8.        Financial Statements and Supplementary Data


<TABLE>
<CAPTION>
                                               FINANCIAL STATEMENTS

                                                       INDEX
                                                                                     Page(s)

               <S>                                                                      <C>
               Independent Auditors' Report                                              9

               Statements of Consolidated Financial Condition
                 as of December 31, 1995 and 1994                                       10

               Statements of Consolidated Operations for the
                 Years Ended December 31, 1995, 1994 and 1993                           11

               Statements of Consolidated Shareholder's Equity for the
                 Years Ended December 31, 1995, 1994 and 1993                           12

               Statements of Consolidated Cash Flows for the
                 Years Ended December 31, 1995, 1994 and 1993                           13

               Notes to Consolidated Financial Statements                            14-26
</TABLE>
               Schedules are omitted  because they are either not  applicable or
               because the information required therein is included in the Notes
               to Financial Statements.


                                        8


INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Shareholder of
     American Skandia Life Assurance Corporation
Shelton, Connecticut


We have audited the accompanying  consolidated statements of financial condition
of American  Skandia Life Assurance  Corporation (a  wholly-owned  subsidiary of
Skandia  Insurance  Company  Ltd.) as of  December  31,  1995 and 1994,  and the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for each of the three years in the period ended  December 31, 1995.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  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.  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 audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated financial position of American Skandia Life
Assurance  Corporation  as of December 31, 1995 and 1994, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.





DELOITTE & TOUCHE LLP
New York, New York
March 14, 1996
                                        9


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                          AS OF DECEMBER 31,
                                                                                   1995                       1994
                                                                           ---------------------      ----------------------

ASSETS

Investments:
<S>                                                                      <C>                        <C>
   Fixed maturities - at amortized cost                                  $           10,112,705     $             9,621,865
   Investment in mutual funds - at market value                                       1,728,875                     840,637
   Short-term investments - at amortized cost                                        15,700,000                  24,000,000
                                                                           ---------------------      ----------------------

Total investments                                                                    27,541,580                  34,462,502

Cash and cash equivalents                                                            13,146,384                  23,909,463
Accrued investment income                                                               194,074                     173,654
Fixed assets                                                                             82,434                           0
Deferred acquisition costs                                                          270,222,383                 174,009,609
Reinsurance receivable                                                                1,988,042                           0
Receivable from affiliates                                                              860,991                     459,960
Income tax receivable                                                                   563,850                           0
State insurance licenses                                                              4,862,500                   5,012,500
Other assets                                                                          1,589,006                   1,261,513
Separate account assets                                                           4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Assets                                               $        5,021,012,890     $         2,864,416,329
                                                                           =====================      ======================


LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                                $           30,493,018     $            11,422,381
Annuity policy reserves                                                              19,386,490                  24,054,255
Income tax payable                                                                            0                      36,999
Accounts payable and accrued expenses                                                32,816,517                  31,753,380
Payable to affiliates                                                                   314,699                     261,552
Payable to reinsurer                                                                 64,995,470                  40,105,406
Short-term borrowing-affiliate                                                       10,000,000                  10,000,000
Surplus notes                                                                       103,000,000                  69,000,000
Deferred contract charges                                                               332,050                     449,704
Separate account liabilities                                                      4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Liabilities                                                   4,961,299,890               2,812,210,805
                                                                           ---------------------      ----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                                  2,000,000                   2,000,000
Additional paid-in capital                                                           81,874,666                  71,623,932
Unrealized investment gains and losses                                                  111,359                    (41,655)
Foreign currency translation                                                          (328,252)                           0
Accumulated deficit                                                                (23,944,773)                (21,376,753)
                                                                           ---------------------      ----------------------

              Total Shareholder's Equity                                             59,713,000                  52,205,524
                                                                           ---------------------      ----------------------

              Total Liabilities and Shareholder's                        $        5,021,012,890     $         2,864,416,329
Equity
                                                                           =====================      ======================
</TABLE>
                 See notes to consolidated financial statements

                                       10


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                1994                 1993
                                                                       ----------------    ----------------     ---------------

REVENUES:
<S>                                                                  <C>                 <C>                  <C>
Annuity charges and fees                                             $      38,837,358   $      24,779,785    $     11,752,984
Fee Income                                                                   6,205,719           2,111,801             938,336
Net investment income                                                        1,600,674           1,300,217             692,758
Annuity premium income                                                               0              70,000             101,643
Net realized capital gains/(losses)                                             36,774             (1,942)             330,024
Other                                                                           64,882              24,550               1,269
                                                                       ----------------    ----------------     ---------------

     Total Revenues                                                         46,745,407          28,284,411          13,817,014
                                                                       ----------------    ----------------     ---------------


BENEFITS AND EXPENSES:
Benefits:
  Annuity benefits                                                             555,421             369,652             383,515
  Increase/(decrease) in annuity policy reserves                           (6,778,756)           5,766,003           1,208,454
  Cost of minimum death benefit reinsurance                                  2,056,606                   0                   0
  Return credited to contractowners                                         10,612,858           (516,730)             252,132
                                                                       ----------------    ----------------     ---------------

                                                                             6,446,129           5,618,925           1,844,101
                                                                       ----------------    ----------------     ---------------

Expenses:
  Underwriting, acquisition and other insurance expenses                    35,820,524          18,792,720           9,397,951
  Amortization of state insurance licenses                                     150,000             150,000             150,000
  Interest expense                                                           6,499,414           3,615,845             187,156
                                                                       ----------------    ----------------     ---------------

                                                                            42,469,938          22,558,565           9,735,107
                                                                       ----------------    ----------------     ---------------

     Total Benefits and Expenses                                            48,916,067          28,177,490          11,579,208
                                                                       ----------------    ----------------     ---------------

Income (loss) from operations before federal income taxes                  (2,170,660)             106,921           2,237,806

     Income tax                                                                397,360             247,429             182,965
                                                                       ----------------    ----------------     ---------------

Net income (loss)                                                    $     (2,568,020)   $       (140,508)    $      2,054,841
                                                                       ================    ================     ===============

</TABLE>
                 See notes to consolidated financial statements

                                       11


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED DECEMBER 31,
                                                                         1995               1994                1993
                                                                  -----------------    ---------------     ---------------

<S>                                                             <C>                  <C>                 <C>
Common stock, balance at beginning and end of year              $        2,000,000   $      2,000,000    $      2,000,000
                                                                  -----------------    ---------------     ---------------

Additional paid-in capital:
  Balance at beginning of year                                          71,623,932         71,623,932          67,623,932
  Additional contributions                                              10,250,734                  0           4,000,000
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                81,874,666         71,623,932          71,623,932
                                                                  -----------------    ---------------     ---------------

Unrealized investment gains and losses:
  Balance at beginning of year                                            (41,655)                  0                   0
  Change in unrealized investment gains and losses                         153,014           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                   111,359           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

Foreign currency translation:
  Balance at beginning of year                                                   0                  0                   0
  Change in foreign currency translation                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

Accumulated deficit:
  Balance at beginning of year                                        (21,376,753)       (21,236,245)        (23,291,086)
  Net income (loss)                                                    (2,568,020)          (140,508)           2,054,841
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                              (23,944,773)       (21,376,753)        (21,236,245)
                                                                  -----------------    ---------------     ---------------


      TOTAL SHAREHOLDER'S EQUITY                                $       59,713,000   $     52,205,524    $     52,387,687
                                                                  =================    ===============     ===============

</TABLE>
                 See notes to consolidated financial statements

                                       12
<PAGE>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                 1994                 1993
                                                                      ------------------  -------------------   -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

<S>                                                                 <C>                   <C>                   <C>
  Net income (loss)                                                 $       (2,568,020)   $        (140,508)    $      2,054,841
  Adjustments  to  reconcile  net  income  (loss) to net cash
    used in  operating activities:
      (Decrease)/increase in annuity policy reserves                        (4,667,765)            6,004,603           4,223,289
      Decrease in policy and contract claims                                          0                    0            (52,400)
      Amortization of bond discount                                              23,449               21,964               6,754
      Amortization of state insurance licenses                                  150,000              150,000             150,000
      (Decrease)/increase in due to/from affiliates                           (347,884)              256,779           (397,125)
      Change in income tax payable/receivable                                 (600,849)               36,999                   0
      Increase in other assets                                                (409,927)            (742,041)           (220,172)
      (Increase)/decrease in accrued investment income                         (20,420)             (44,847)             154,902
      Change in reinsurance receivable                                      (1,988,042)                    0                   0
      Increase in accounts payables and accrued expenses                      1,063,137           13,396,502          14,005,962
      Change in deferred acquisition costs                                 (96,212,774)         (83,986,073)        (57,387,042)
      Change in deferred contract charges                                     (117,654)             (71,117)              13,898
      Change in foreign currency translation                                  (328,252)                    0                   0
      Realized (gain)/loss on sale of investments                              (36,774)                1,942           (330,024)
                                                                      ------------------  -------------------   -----------------

  Net cash used in operating activities                                   (106,061,775)         (65,115,797)        (37,777,117)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                      (614,289)          (1,989,120)         (6,847,630)
  Proceeds from the maturity of fixed maturity investments                      100,000            2,010,000                   0
  Proceeds from the sale of fixed maturity investments                                0                    0          10,971,574
  Purchase of shares in mutual funds                                        (1,566,194)            (922,822)                   0
  Proceeds from sale of shares in mutual funds                                  867,744               38,588                   0
  Purchase of short-term investments                                      (202,700,000)        (513,100,000)     (1,207,575,307)
  Sale of short-term investments                                            211,000,000          508,500,000       1,202,333,907
  Investments in separate accounts                                      (1,609,415,439)      (1,365,775,177)       (890,125,018)
                                                                      ------------------  -------------------   -----------------

  Net cash used in investing activities                                 (1,602,328,178)      (1,371,238,531)       (891,242,474)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          10,250,734                    0           4,000,000
  Surplus notes                                                              34,000,000           49,000,000          20,000,000
  Short-term borrowing                                                                0                    0          10,000,000
  Increase in payable to reinsurer                                           24,890,064           28,555,190          11,550,216
  Proceeds from annuity sales                                             1,628,486,076        1,372,873,747         890,639,947
                                                                      ------------------  -------------------   -----------------

  Net cash provided by financing activities                               1,697,626,874        1,450,428,937         936,190,163
                                                                      ------------------  -------------------   -----------------

Net increase/(decrease) in cash and cash equivalents                       (10,763,079)           14,074,609           7,170,572

Cash and cash equivalents at beginning of year                               23,909,463            9,834,854           2,664,282
                                                                      ------------------  -------------------   -----------------

Cash and cash equivalents at end of year                            $        13,146,384 $         23,909,463  $        9,834,854
                                                                      ==================  ===================   =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                   $           995,496 $            161,398  $          169,339
                                                                      ==================  ===================   =================

Interest paid                                                       $           540,319 $            557,639  $          111,667
                                                                      ==================  ===================   =================
</TABLE>

                 See notes to consolidated financial statements

                                       13

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

                   Notes to Consolidated Financial Statements


1.       BUSINESS OPERATIONS

         American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
         wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
         Corporation (the "Parent"),  which in turn is a wholly-owned subsidiary
         of Skandia Insurance Company Ltd., a Swedish corporation.

         The Company  develops  annuity products and issues its products through
         its  affiliated  broker/dealer  company,  American  Skandia  Marketing,
         Incorporated.  The Company  currently  issues variable,  fixed,  market
         value adjusted and immediate annuities.

         During 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
         parent Skandia Insurance Company Ltd.  The Company owns 99.9% ownership
         in Skandia Vida, S.A. de C.V. which is a life insurance company
         domiciled in Mexico.  This Mexican life insurer is a start up company
         with expectations of selling long term savings product within Mexico.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         A.       Basis of Reporting
                  ------------------

                  The accompanying  consolidated  financial statements have been
                  prepared in  conformity  with  generally  accepted  accounting
                  principles.  Intercompany  transactions and balances have been
                  eliminated in consolidation.

         B.       Investments
                  -----------

                  The Company has classified  its fixed maturity  investments as
                  held to  maturity as the Company has the ability and intent to
                  hold those  investments  to  maturity.  Such  investments  are
                  carried at amortized cost.

                  The Company has  classified  its mutual  fund  investments  as
                  available  for sale.  Such  investments  are carried at market
                  value and changes in unrealized  gains and losses are reported
                  as a component of shareholder's equity.

                  Short-term investments are reported at cost which approximates
                  market value.

                  Realized  gains and  losses on  disposal  of  investments  are
                  determined  by the  specific  identification  method  and  are
                  included in revenues.

                  The Company adopted Statement of Financial Accounting
                  Standards (SFAS) No. 115, "Accounting for Certain Investments
                  in Debt and Equity Securities", effective January 1, 1994. The
                  adoption of SFAS No. 115 had no impact on the Company's
                  financial statements.

                                       14

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)


         C.       Cash Equivalents
                  ----------------

                  The  Company   considers   all  highly  liquid  time  deposits
                  purchased  with a maturity of three  months or less to be cash
                  equivalents.

         D.       State Insurance Licenses
                  ------------------------

                  Licenses to do  business  in all states have been  capitalized
                  and  reflected  at  the  purchase  price  of $6  million  less
                  accumulated  amortization.  The cost of the  licenses is being
                  amortized over 40 years.

         E.       Fixed Assets
                  ------------

                  Fixed Assets consisting of furniture,  equipment and leasehold
                  improvements are carried at cost and depreciated on a straight
                  line basis over a period of three to five  years.  Accumulated
                  depreciation  at December  31,  1995 and related  depreciation
                  expense for the year ended December 31, 1995 was $3,749.

         F.       Recognition of Revenue and Contract Benefits
                  --------------------------------------------

                  Annuity  contracts  without  significant  mortality  risk,  as
                  defined  by   Financial   Accounting   Standard  No.  97,  are
                  classified as  investment  contracts  (variable,  market value
                  adjusted  and  certain  immediate  annuities)  and those  with
                  mortality risk  (immediate  annuities) as insurance  products.
                  The policy of revenue  and  contract  benefit  recognition  is
                  described below.

                  Revenues for  variable  annuity  contracts  consist of charges
                  against contractowner account values for mortality and expense
                  risks and  administration  fees and an annual  maintenance fee
                  per contract.  Benefit reserves for variable annuity contracts
                  represent the account value of the contracts, and are included
                  in the separate account liabilities.

                  Revenues for market value adjusted annuity  contracts  consist
                  of  separate  account  investment  income  reduced  by benefit
                  payments  and change in reserves  in support of  contractowner
                  obligations,  all of which is included  in return  credited to
                  contractowners. Benefit reserves for these contracts represent
                  the account  value of the  contracts,  and are included in the
                  general account liability for future contractowner benefits to
                  the extent in excess of the separate account liabilities.

                  Revenues  for  immediate   annuity   contracts   without  life
                  contingencies  consist of net investment income.  Revenues for
                  immediate annuity contracts with life contingencies consist of
                  single premium payments  recognized as annuity  considerations
                  when received.  Benefit reserves for these contracts are based
                  on the  Society  of  Actuaries  1983 - a Table with an assumed
                  interest rate of 8.25%.

                  Annuity   sales  were   $1,628,486,000,   $1,372,874,000   and
                  $890,640,000  for 1995, 1994 and 1993,  respectively.  Annuity
                  contract   assets  under   management   were   $4,704,044,000,
                  $2,661,161,000  and  $1,437,554,000 at December 31, 1995, 1994
                  and 1993, respectively.

                                       15

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

         G.       Deferred Acquisition Costs
                  --------------------------

                  The costs of acquiring new  business,  which vary with and are
                  primarily related to the production of new business, are being
                  amortized in relation to the present value of estimated  gross
                  profits.  These costs  include  commissions,  cost of contract
                  issuance,   and  certain  selling   expenses  that  vary  with
                  production.  Details of the deferred acquisition costs for the
                  years ended December 31 follow:

<TABLE>
<CAPTION>

                                                              1995             1994              1993
                                                              ----             ----              ----

<S>                                                        <C>             <C>                 <C>
                  Balance at beginning of year             $174,009,609    $ 90,023,536        $32,636,494

                  Acquisition costs deferred
                  during the year                           106,063,698      85,801,180         59,676,296

                  Acquisition costs amortized
                  during the year                             9,850,924       1,815,107          2,289,254
                                                          -------------  ---------------     -------------

                  Balance at end of year                   $270,222,383    $174,009,609        $90,023,536
                                                           ============    =============       ===========
</TABLE>

         H.       Deferred Contract Charges
                  -------------------------

                  Certain  contracts are assessed a front-end fee at the time of
                  issue.  These fees are  deferred and  recognized  in income in
                  relation to the present  value of estimated  gross  profits of
                  the  related  contracts.  Details  of  the  deferred  contract
                  charges for the years ended December 31 follow:
<TABLE>
<CAPTION>

                                                               1995              1994             1993
                                                               ----              ----             ----

<S>                                                            <C>              <C>               <C>
                  Balance at beginning of year                 $449,704         $520,821          $506,923

                  Contract charges deferred
                  during the year                                21,513           87,114           144,537

                  Contract charges amortized
                  during the year                               139,167          158,231           130,639
                                                              ---------        ---------         ---------

                  Balance at end of year                       $332,050         $449,704          $520,821
                                                               ========         ========          ========

</TABLE>
                                       16


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)


         I.       Separate Accounts
                  -----------------

                  Assets  and  liabilities  in  Separate  Account  are  shown as
                  separate  captions in the consolidated  statement of financial
                  condition.  The assets consist of long-term bonds, investments
                  in mutual funds and  short-term  securities,  all of which are
                  carried at market value.

                  Included in Separate  Account  liabilities is $586,233,752 and
                  $259,556,863  at  December  31,  1995 and 1994,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $588,835,051  and  $269,488,557 at December 31, 1995 and 1994,
                  respectively,  consisting  of  long  term  bonds,  short  term
                  securities, transfers due from general account and cash are in
                  support  of these  annuity  contracts,  as  pursuant  to state
                  regulation.

         J.       Income taxes
                  ------------

                  The Company is included in the consolidated federal income tax
                  return with all Skandia Insurance Company Ltd. subsidiaries in
                  the U.S.  The  federal  and  state  income  tax  provision  is
                  computed on a separate  return  basis in  accordance  with the
                  provisions of the Internal Revenue Code, as amended.  Prior to
                  1995, the Company filed a separate federal income tax return.

         K.       Translation of Foreign Currency
                  -------------------------------

                  The  financial  position  and  results  of  operations  of the
                  Company's foreign operations are measured using local currency
                  as the  functional  currency.  Assets and  liabilities  of the
                  operations  are  translated  at the exchange rate in effect at
                  each  year-end.  Statements  of operations  and  shareholder's
                  equity  accounts are translated at the average rate prevailing
                  during the year. Translation  adjustments arising from the use
                  of differing exchange rates from period to period are included
                  in shareholder's equity.

         L.       Estimates
                  ---------

                  The  preparation  of financial  statements in conformity  with
                  generally  accepted   accounting   principles   requires  that
                  management  make  estimates  and  assumptions  that affect the
                  reported  amount of assets and  liabilities at the date of the
                  financial  statements and the reported amounts of revenues and
                  expenses  during the reporting  period.  The more  significant
                  estimates and assumptions are related to deferred  acquisition
                  costs  and  involve  policy  lapses,   investment  return  and
                  maintenance  expenses.  Actual results could differ from those
                  estimates.

                                       17


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

         M.       Reinsurance
                  -----------

                  The Company  cedes  reinsurance  under  modified  co-insurance
                  arrangements. The reinsurance arrangements provides additional
                  capacity  for growth in  supporting  the cash flow strain from
                  the Company's  variable annuity  business.  The reinsurance is
                  effected under quota share contracts.

                  Effective  January  1, 1995,  the  Company  reinsured  certain
                  mortality  risks.  These  risks  result  from  the  guaranteed
                  minimum  death  benefit   feature  in  the  variable   annuity
                  products.

3.       INVESTMENTS

         The carrying value (amortized cost), gross unrealized gains (losses) 
         and estimated market value of investments in fixed maturities by 
         category as of December 31, 1995 and 1994 are shown below.  All 
         securities held at December 31, 1995 are publicly traded.

         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>  
                                                            Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                   $ 4,304,731         $183,201              $1,778             $4,486,154

         Obligations of
         State and Political
         Subdivisions                      256,095                0               3,165                252,930

         Corporate
         Securities                      5,551,879           13,252                 346              5,564,785
                                     -------------       ----------            --------           ------------

         Totals                        $10,112,705         $196,453              $5,289            $10,303,869
                                       ===========         ========              ======            ===========
</TABLE>

         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1995 are shown below.
<TABLE>
<CAPTION>
         <S>                                         <C>                             <C>   
                                                        Amortized                        Market
                                                          Cost                            Value

         Due in one year or less                     $    379,319                    $    393,745

         Due after one through five years               6,358,955                       6,519,880

         Due after five through ten years               3,374,431                       3,390,244
                                                     ------------                   -------------

                                                      $10,112,705                     $10,303,869
                                                      ===========                     ===========
</TABLE>
                                       18


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)


         Investments in fixed  maturities as of December 31, 1994 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>
                                                           Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                    $3,796,390           $2,119            $156,759             $3,641,750

         Obligations of
         State and Political
         Subdivisions                      261,852                0               9,156                252,696

         Corporate
         Securities                      5,563,623                0             547,023              5,016,600
                                       -----------       ----------           ---------            -----------

         Totals                         $9,621,865           $2,119            $712,938             $8,911,046
                                        ==========           ======            ========             ==========
</TABLE>
         Proceeds from maturities and sales of fixed maturity investments during
         1995,  1994  and  1993,  were  $100,000,  $2,010,000  and  $10,971,574,
         respectively.

<TABLE>
<CAPTION>

         Gross gains and gross losses realized were as follows:

         <S>               <C>                     <C>   
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------
                                  
         1995              $           0           $         0

         1994              $           0           $         0

         1993                   $329,000           $         0

</TABLE>
                                       19


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

         The  cost,   gross  unrealized  gains  (losses)  and  market  value  of
         investments  in mutual  funds at  December  31, 1995 and 1994 are shown
         below:
<TABLE>
<CAPTION>
        <S>                          <C>                 <C>                 <C>                <C>   
                                                            Gross               Gross
                                                         Unrealized          Unrealized          Market
                                         Cost               Gains              Losses             Value

         1995                        $1,617,516            $111,686           $     327         $1,728,875
                                     ==========            ========           =========         ==========

         1994                        $  882,292            $  4,483           $  46,138         $  840,637
                                     ==========            ========           =========         ==========
</TABLE>

         Proceeds from sales of investments in mutual funds during 1995 and 1994
were $867,744 and $38,588.

         Mutual fund gross gains and gross losses were as follows:
<TABLE>
<CAPTION>
         <S>                     <C>                   <C>
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------

         1995                    $65,236               $28,462
                                 =======               =======

         1994                   $    510               $ 2,452
                                ========               =======
</TABLE>

4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                       1995                    1994                    1993
                                                       ----                    ----                    ----
<S>                                                <C>                     <C>                       <C>     
         Fixed Maturities                          $   629,743             $   616,987               $409,552
         Mutual Funds                                   59,895                  12,049                      0
         Short-Term Investments                        256,351                 142,421                394,545
         Cash and Cash Equivalents                     730,581                 633,298                 15,034
         Interest on Policy Loans                        4,025                   1,275                  1,015
                                                 -------------           -------------             ----------

         Total Investment Income                     1,680,595               1,406,030                820,146

         Investment Expenses                            79,921                 105,813                127,388
                                                  ------------             -----------              ---------

         Net investment income                      $1,600,674              $1,300,217               $692,758
                                                    ==========              ==========               ========
</TABLE>
                                       20

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         Deferred  income  taxes  reflect the net tax  effects of (a)  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes, and (b) operating loss and tax credit carryforwards.  The tax
         effects of  significant  items  comprising  the Company's  deferred tax
         balance as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
                                                                    1995                  1994
                                                                    ----                  ----
         Deferred Tax (Liabilities):
<S>                                                             <C>                   <C>          
             Deferred acquisition costs                         ($57,399,960)         ($37,885,053)
             Payable to reinsurer                                (19,802,861)          (12,754,591)
             Unrealized investment gains and losses                  (38,976)               14,579
             Other                                                  (308,304)             (214,505)
                                                              --------------        --------------

             Total                                              ($77,550,101)         ($50,839,570)
                                                                ------------          ------------

         Deferred Tax Assets:
             Deferred contract charge                          $     116,218         $     157,396
             Net separate account liabilities                     72,024,094            51,637,155
             Reserve for future contractowner benefits            10,672,556             3,997,833
             Net operating loss carryforward                               0             1,813,670
             AMT credit carryforward                                 286,094                     0
             Foreign exchange translation                            114,888                     0
             Other                                                 3,661,104               878,030
                                                                ------------         -------------

             Total                                               $86,874,954           $58,484,084
                                                                 -----------           -----------

             Net before valuation allowance                     $  9,324,853          $  7,644,514

             Valuation allowance                                  (9,324,853)           (7,644,514)
                                                                ------------          ------------

             Net deferred tax balance                      $               0     $               0
                                                           -----------------     -----------------
</TABLE>

         The significant components of federal tax expense are as follows:
<TABLE>
<CAPTION>
                                                              1995               1994               1993
                                                              ----               ----               ----

<S>                                                       <C>                  <C>                <C>     
         Current tax expense                              $   394,648          $184,771           $182,965

         Deferred tax benefit:
             (exclusive of the effects of
             the change in valuation allowance)            (1,680,339)         (365,288)          (404,480)

         Change in valuation allowance                      1,680,339           365,288            404,480
                                                          -----------        ----------          ---------

         Total deferred tax expense                                 0                 0                  0
                                                         ------------        ----------          ---------

         Total income tax expense                        $    394,648          $184,771           $182,965

                                                         ============          ========           ========
</TABLE>
                                       21

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

         The state income tax expense was $2,712 and $62,658 for the years ended
         1995 and 1994, respectively.

         The federal income tax expense was different  from the amount  computed
         by applying  the federal  statutory  tax rate of 35% to pre-tax  income
         from continuing operations as follows:
<TABLE>
<CAPTION>
                                                               1995              1994               1993
                                                               ----              ----               ----
<S>                                                        <C>                 <C>              <C>       
         Income (loss) before taxes                        ($2,170,660)        $106,921         $2,237,806
             Income tax rate                                        35%              35%                35%
                                                           ------------       ----------        -----------

         Tax expense at federal
             statutory income tax rate                        (759,731)          37,422            783,232

         Tax effect of:

             Permanent tax differences                        (253,101)         (82,188)            63,535

             Difference between financial
                statement and taxable income                 2,986,464        3,161,331          2,414,254

             Utilization of net operating
                loss carryforwards                          (1,487,144)      (3,116,565)        (3,261,021)

             Utilization of AMT credits                        (91,840)               0                  0

         Alternative minimum tax                                     0          184,771            182,965
                                                        --------------      -----------        -----------

         Income tax expense                                $   394,648       $  184,771         $  182,965
                                                           ===========       ==========         ==========
</TABLE>

6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment) and investment expenses have been charged to
         the  Company  at cost by  American  Skandia  Information  Services  and
         Technology  Corporation,  an  affiliated  company;  and  likewise,  the
         Company has charged  operating  costs to  American  Skandia  Investment
         Services,  Incorporated,  an affiliated  company.  Income  received for
         these items was  $396,573,  $248,799  and  $146,134 for the years ended
         December 31, 1995, 1994 and 1993,  respectively.  The total cost to the
         Company for these items was $12,687,337,  $8,524,840 and $3,537,566 for
         the years ended December 31, 1995, 1994 and 1993, respectively. Amounts
         receivable from  affiliates  under this  arrangement  were $857,156 and
         $317,285  as of  December  31,  1995 and  1994,  respectively.  Amounts
         payable to affiliates under this arrangement were $304,525 and $261,552
         as of December 31, 1995 and 1994, respectively.

                                       22

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

7.       LEASES

         The Company leases office space under a lease agreement  established in
         1989 with an  affiliate  (American  Skandia  Information  Services  and
         Technology Corporation).  The lease expense for 1995, 1994 and 1993 was
         $1,265,771, $961,080 and $280,363,  respectively.  Future minimum lease
         payments  per year and in  aggregate  as of  December  31,  1995 are as
         follows:

                           1996                               1,178,550
                           1997                               1,178,550
                           1998                               1,178,550
                           1999                               1,178,550
                           2000 and thereafter                6,831,312
                                                            -----------

                           Total                            $11,545,512
                                                            ===========

8.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements, the Company maintains bonds/notes on deposit with various
         states. The carrying value of these deposits amounted to $3,267,357 and
         $3,410,135  as of December  31,  1995,  and 1994,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

9.       RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $132,493,899,  $95,001,971 and
         $60,666,243 at December 31, 1995, 1994 and 1993, respectively.

         The statutory  basis net income (loss) was  ($7,183,003),  ($9,789,297)
         and  $387,695 for the years ended  December  31,  1995,  1994 and 1993,
         respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid  shareholders  without  prior  approval  of  the  state  insurance
         departments is subject to  restrictions  relating to statutory  surplus
         and net gain from  operations.  At December 31, 1995, no amounts may be
         distributed without prior approval.

10.      EMPLOYEE BENEFITS

         In 1989, the Company  established a 401(k) plan for which substantially
         all  employees  are  eligible.  Company  contributions  to this plan on
         behalf of the participants were $627,161, $431,559 and $250,039 for the
         years ended December 31, 1995, 1994 and 1993, respectively.

         The Company has a long-term  incentive  plan where units are awarded to
         executive  officers  and  other  personnel.  The  program  consists  of
         multiple  plans.  A  new  plan  is  instituted  each  year.  Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the plan. The accrued  liability  representing the value of these units
         is  $4,600,831  and  $1,564,407  as of  December  31,  1995  and  1994,
         respectively.
                                       23

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

         In 1994, the Company established a deferred  compensation plan which is
         available to the internal field marketing  staff and certain  officers.
         Company  contributions to this plan on behalf of the participants  were
         $139,209 in 1995 and $106,882 in 1994.

11.      REINSURANCE

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity charges and fee income, death benefit expense and
         policy reserves. The effect of reinsurance for the years ended December
         31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                     1995
- ----------------------------------------------------------------------------------------------
         <S>               <C>                     <C>                      <C> 
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------         ---------------         -----------------

         Gross                $50,334,280            ($4,790,714)             $10,945,831
         Ceded                 11,496,922               1,988,042                 332,973
                            -------------            -------------          -------------
         Net                  $38,837,358            ($6,778,756)             $10,612,858
                              ===========            ===========              ===========
</TABLE>

                                1994                      1993
                           ----------------        ----------------
                                Annuity                 Annuity
                           Charges and Fees        Charges and Fees
                           ----------------        ----------------

         Gross                $30,116,166             $12,446,277
         Ceded                  5,336,381                  693,293
                            -------------            -------------
         Net                  $24,779,785             $11,752,984
                              ===========             ===========


         Such  ceded   reinsurance   does  not  relieve  the  Company  from  its
         obligations  to  policyholders.  The  Company  remains  liable  to  its
         policyholders  for  the  portion  reinsured  to  the  extent  that  any
         reinsurer does not meet the  obligations  assumed under the reinsurance
         agreements.

                                       24


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

12.      SURPLUS NOTES

         During 1995, the Company received $34 million from its parent in 
         exchange for three surplus notes.  The amounts were $10 million, $15
         million and $9 million, at interest rates of 7.52%, 7.49% and 7.47%, 
         respectively.  Interest expense for these notes was $83,281 for the 
         year ended December 31, 1995.

         During  1994,  the  Company  received  $49  million  from its parent in
         exchange for four surplus notes, two in the amount of $10 million,  one
         in the amount of $15 million and one in the amount of $14  million,  at
         interest rates of 7.28%, 7.90%, 9.13% and 9.78%, respectively. Interest
         expense for these notes was  $4,319,612  and  $1,618,504  for the years
         ended December 31, 1995 and 1994, respectively.

         During  1993,  the  Company  received  $20  million  from its parent in
         exchange  for a surplus  note in the  amount of $20  million at a 6.84%
         interest  rate.   Interest   expense  for  this  note  was  $1,387,000,
         $1,387,000 and $11,400 for the years ended December 31, 1995,  1994 and
         1993, respectively.

         Payment of interest and repayment of principal for these notes requires
         approval  by the  Commissioner  of the State of  Connecticut.  In 1995,
         approval was granted for the payment of surplus note  interest with the
         stipulation that it be funded through a capital  contribution  from the
         Parent.

13.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate. Upon the last renewal the loan became payable to the
         Parent  rather than  Skandia AB. The loan  matures on March 6, 1996 and
         bears interest at 6.75.%. The total interest expense to the Company was
         $709,521,  $569,618 and $149,861 for the years ended December 31, 1995,
         1994 and 1993, respectively,  of which $219,375 and $50,174 was payable
         as of December 31, 1995 and 1994, respectively.

14.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  98% of the Company's  separate  account  liabilities are
         subject to  discretionary  withdrawal  with market value  adjustment by
         contractholders.  Separate  account  assets which are carried at market
         value are adequate to pay such withdrawals  which are generally subject
         to surrender  charges  ranging from 7.5% to 1% for contracts  held less
         than 7 years.

                                       25


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

15.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes   information  with  respect  to  the
         operations of the Company.
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                             ------------------
                1995                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------

         Premiums and other insurance
<S>                                             <C>                   <C>              <C>               <C>        
            revenues                            $  8,891,903          $10,066,478      $11,960,530       $14,189,048
         Net investment income                       551,690              434,273          293,335           321,376
         Net realized capital gains (losses)         (16,082)                (370)          44,644             8,582
                                               -------------     ----------------   --------------   ---------------
         Total revenues                         $  9,427,511          $10,500,381      $12,298,509       $14,519,006
                                                ============          ===========      ===========       ===========

         Benefits and expenses                   $11,438,798         $  9,968,595      $11,600,587       $15,908,087
                                                 ===========         ============      ===========       ===========

         Net income (loss)                      ($ 2,026,688)       $     531,486    $     678,312       ($1,751,130)
                                                 ============       =============    =============       ===========

                                                                             Three Months Ended
                1994                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------
         Premiums and other insurance
            revenues                              $5,594,065           $6,348,777       $7,411,686        $7,631,608
         Net investment income                       252,914              336,149          264,605           446,549
         Net realized capital gains (losses)               0              (30,829)          25,914             2,973
                                            -----------------       -------------    --------------    -------------
         Total revenues                           $5,846,979           $6,654,097       $7,702,205        $8,081,130
                                                  ==========           ==========       ==========        ==========

         Benefits and expenses                    $5,701,460           $7,883,829       $8,157,535        $6,434,666
                                                  ==========           ==========       ==========        ==========

         Net income (loss)                       $   104,636          ($1,257,768)       ($503,793)       $1,516,417
                                                 ============         ===========        =========        ==========
</TABLE>

                                                    o o o o o o


                                       26



PART III

Item 9.        Changes in and Disagreements with Accountants on Accounting and 
               Financial Disclosure

               None


Item 10.       Directors and Executive Officers of the Registrant

               Information  contained in  "Executive  Officers and  Directors" 
               of the Company's  registration  statement on Form S-1, 
               (Reg. #333-00941) is incorporated herein by reference.


Item 11.       Executive Compensation

               Summary  Compensation  Table:  The summary table below summarizes
               the  compensation  payable to the Chief Executive  Officer and to
               the most  highly  compensated  of our  executive  officers  whose
               compensation exceeded $100,000 in 1995.
<TABLE>
<CAPTION>
               <S>                               <C>             <C>             <C>           <C>   
               Name and Principal                                 Annual         Annual        Other Annual
               Position                          Year             Salary          Bonus        Compensation

               Jan R. Carendi                    1995            $200,315
               Chief Executive Officer           1994             170,569
                                                 1993             214,121

               Gordon C. Boronow                 1995            $157,620
               President & Chief                 1994             129,121
                 Operating Officer               1993             123,788

               Lincoln R. Collins                1995            $156,550
               Senior Vice President             1994              92,700
                 Product Management              1993              72,100

               N. David Kuperstock               1995            $133,120
               Vice President, Product           1994             103,000
                 Development                     1993              88,864

               Bayard F. Tracy                   1995            $168,052
               Senior Vice President             1994             127,050
                 Institutional Sales             1993             123,363
</TABLE>

               Long-Term  Incentive  Plans - Awards in the last fiscal year: The
               following  table  provides  information  regarding  our long-term
               incentive plan. Units are awarded to executive officers and other
               personnel.  The table shows units awarded to our Chief  Executive
               Officer and the most highly compensated of our executive officers
               whose   compensation   exceeded   $100,000  in  the  fiscal  year
               immediately  preceding the date of this submission.  This program
               is  designed  to induce  participants  to remain with the Company
               over  long  periods  of  time  and  to  tie a  portion  of  their
               compensation to the fortunes of the Company.

                                       27

               Currently, the program consists of multiple plans. A new plan may
               be instituted each year.  Participants  are  awarded  units  at 
               the  beginning  of a  plan.  Generally, participants  must remain
               employed by the Company or its  affiliates  at the time such  
               units are  payable in order to receive  any   payments   under  
               the  plan.   There  are  certain exceptions, such as in cases of
               retirement or death.

               Changes in the value of units  reflect  changes in the  "embedded
               value" of the Company. "Embedded value" is the net asset value of
               the Company (valued at market value and not including the present
               value  of  future  profits),   plus  the  present  value  of  the
               anticipated  future profits  (valued  pursuant to state insurance
               law) on its existing contracts. Units will not have any value for
               participants  if the embedded  value does not increase by certain
               target  percentages  during the first  four years of a plan.  The
               target  percentages  may differ  between  each plan.  Any amounts
               available  under a plan are paid out in the fifth through  eighth
               years of a plan.  Payments will be postponed if the payment would
               exceed 20% of any profit (as  determined  under  state  insurance
               law) earned by the company in the prior fiscal year or 30% of the
               individual's  current year salary. The amount to be received by a
               participant  at the  time  any  payment  is due  will be the then
               current  number of units  payable  multiplied by the then current
               value of such units.
<TABLE>
<CAPTION>
               <S>                        <C>         <C>                    <C>            <C>          <C> 
                                            Number    Period until                   Estimated Future Payouts
               Name                       of Units        Payout             Threshold      Target       Maximum

               Jan R. Carendi              120,000        Various                            $648,060

               Gordon C. Boronow           110,000        Various                            $561,558

               Lincoln R. Collins           36,750        Various                            $198,807

               N. David Kuperstock          32,000        Various                            $200,968

               Bayard E. Tracy              52,500        Various                            $286,263
</TABLE>
               The following directors were compensated as shown below in 1995:

                             Jan R. Carendi                               0

                             Gordon C. Boronow                            0

                             Malcolm M. Campbell                     $4,000

                             C. Henrik G. Danckwardt                 $4,000

                             Wade A. Dokken                               0

                             Thomas M. Mazzaferro                         0

                             Gunnar J. Moberg                           $2,500

                             Anders O. Soderstrom                         0

                             Amanda C. Sutyak                             0

                             Claes Ake Svensson                           0

                             Bayard F. Tracy                              0

                                       28


Item 12.       Security Ownership of Certain Beneficial Owners and Management

               None


Item 13.       Certain Relationships and Related Transactions

               None

                                       29


PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K
<TABLE>
<CAPTION>
<S>            <C>                                                              <C>                      
               (1)    Financial Statements                                      See Index to Financial
                                                                                Statements of Page 6

               (2)    Financial Statement Schedules                             None

               (3)    Exhibits

                      (3) Articles of Incorporation and By-Laws                 Incorporated by reference to
                                                                                the Company's Form N-4
                                                                                (Reg. #33-19363)

               (4)    Instruments defining the right of                         Incorporated by reference to
                      security holders including indentures                     the Company's Forms N-4
                                                                                (Reg. #33-19363, #33-44436,
                                                                                #33-56770, #33-47753,
                                                                                #33-71118 and #33-47976)

               (9)    Voting Trust Agreement                                    None

              (10)    Material Contracts                                        Incorporated by reference to
                                                                                the Company's Forms S-1
                                                                                (Reg. #33-26122 and
                                                                                #33-86918)

              (11)    Statement of Computation of per share
                      earnings                                                  Not required to be filed

              (12)    Statements of Computation of Ratios                       Not required to be filed

              (13)    Annual Report to security holders                         None

              (18)    Letter re change in accounting principles                 None

              (19)    Previously unfiled documents                              None

              (22)    Subsidiaries of the registrant                            None

              (23)    Published report regarding matters
                      submitted to vote of security holders                     None

              (25)    Powers of Attorney                                        Incorporated by reference to
                                                                                the Company's Forms N-4
                                                                                (Reg. #33-19363), S-1
                                                                                (Reg. #33-86918) and S-1
                                                                                (Reg. #33-88360)

              (28)    Additional exhibits                                       None
</TABLE>
                                       30


Item 14.       Exhibits, Financial Statement Schedules, and Reports on 
               Form 8-K (continued)
<TABLE>
<CAPTION>
<S>           <C>                                                               <C>
              (29)    Information from reports furnished
                      to state insurance regulatory authorities                 None

               (b)    Reports on Form 8-K                                       None

</TABLE>
                                       31

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 25, 1996.

                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


                           By: /s/Thomas M. Mazzaferro
                               -----------------------
                                  Thomas M. Mazzaferro
                                  Executive Vice President 
                                  and Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on March 25, 1996.


         *Jan R. Carendi
         ---------------
         Jan R. Carendi
         Chief Executive Officer
         Chairman of the Board, Director


Board of Directors

       *Gordon C. Boronow     *Nancy F. Brunetti     *Jan R. Carendi
       *Malcolm M. Campbell   *Lincoln R. Collins    *C. Henrik G. Danckwardt
       *Wade A. Dokken        *Thomas M. Mazzaferro  *Dianne B. Michael
       *Gunnar J. Moberg      *Anders O. Soderstrom  *Amanda C. Sutyak
               *Claes Ake Svensson        *Bayard F. Tracy

         By:     /s/ M. Patricia Paez
                 --------------------
                     M. Patricia Paez
                     Assistant Vice President and
                     Corporate Secretary

         *Pursuant to Powers of Attorney filed with the Registration Statement.

                                       32

<TABLE> <S> <C>

<ARTICLE>                                           7
<CIK>                         881453
<NAME>                        ASLAC1295
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           0
<DEBT-CARRYING-VALUE>                          10,112,705
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     1,728,875
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 27,541,580
<CASH>                                         13,146,384
<RECOVER-REINSURE>                             0
<DEFERRED-ACQUISITION>                         270,222,383
<TOTAL-ASSETS>                                 5,021,012,890 <F1>
<POLICY-LOSSES>                                49,879,508
<UNEARNED-PREMIUMS>                            0
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                                103,000,000
                          0
                                    0
<COMMON>                                       2,000,000
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   5,021,012,890 <F2>
                                     0
<INVESTMENT-INCOME>                            1,600,674
<INVESTMENT-GAINS>                             36,774
<OTHER-INCOME>                                 45,107,959
<BENEFITS>                                     6,446,129
<UNDERWRITING-AMORTIZATION>                    35,970,524
<UNDERWRITING-OTHER>                           0
<INCOME-PRETAX>                                (2,170,660)
<INCOME-TAX>                                   397,360
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (2,568,020)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<RESERVE-OPEN>                                 0
<PROVISION-CURRENT>                            0
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             0
<PAYMENTS-PRIOR>                               0
<RESERVE-CLOSE>                                0
<CUMULATIVE-DEFICIENCY>                        0
<FN>
     <F1>  Included  in Total  Assets are assets  held in  Separate  Accounts of
$4,699,961,646.
     <F2> Included in Total  Liabilities and Equity are  Liabilities  related to
Separate Acocunts of $4,699,961,646.
</FN>
        

</TABLE>


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