AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1996-11-15
INSURANCE CARRIERS, NEC
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



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


                For the Quarterly Period Ended September 30, 1996

             Commission file numbers: 33-62791, 33-88360, 33-89566,
                          33-89676, 33-89678, 33-91400,
            333-00941, 333-00995, 333-01021, 333-02867 and 333-08743

                   American Skandia Life Assurance Corporation

               Incorporated in the State of Connecticut 06-1241288
                        (IRS Employer Identification No.)

                               One Corporate Drive
                           Shelton, Connecticut 06484

                         Telephone Number (203) 926-1888




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


As of October 31, 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  common  stock,  all of which  were  owned by
American Skandia Investment Holding  Corporation,  a wholly-owned  subsidiary of
Skandia Insurance Company Ltd., a Swedish corporation.




<PAGE>





                   American Skandia Life Assurance Corporation

                                Table of Contents


                                      Page
PART I.  FINANCIAL INFORMATION:

    Item 1.  Financial Statements:

                  Consolidated Statements of Financial Condition -
                      September 30, 1996 (unaudited)
                      and December 31, 1995                               4

                  Consolidated Statements of Operations (unaudited) -
                      Nine months ended September 30, 1996
                      and September 30, 1995                              5

                  Consolidated Statements of Operations (unaudited) -
                      Three months ended September 30, 1996
                      and September 30, 1995                              6

                  Consolidated Statements of Cash Flows (unaudited) -
                      Nine months ended September 30, 1996
                      and September 30, 1995                              7

                  Notes to Unaudited Consolidated Financial Statements    8



    Item 2.

                  Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations - Nine months ended
                      September 30, 1996                                 11


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                 15

    Item 6.  Exhibits and Reports on Form 8-K                            15

                  Signature                                              16

                  Exhibit Index                                          17




                                       (2)


<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1.

                              FINANCIAL STATEMENTS















































                                       (3)
<PAGE>
<TABLE>
<CAPTION>

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<S>                                                             <C>                  <C>
                                                                 SEPTEMBER 30,         DECEMBER 31,
                                                                     1996                  1995
                                                               ----------------      ---------------
                                                                  (unaudited)
ASSETS

Investments:
   Fixed maturities - at amortized cost                        $    10,100,653       $   10,112,705
   Investment in mutual funds - at market value                      2,476,388            1,728,875
   Short-term investments - at amortized cost                        5,000,000           15,700,000
                                                               ----------------      ---------------

Total investments                                                   17,577,041           27,541,580

Cash and cash equivalents                                            6,660,911           13,146,384
Accrued investment income                                              339,977              194,074
Fixed assets
  (net of accumulated depreciation of $9,711 and $3,749)               236,547               82,434
Deferred acquisition costs                                         389,999,796          270,222,383
Reinsurance receivable                                               2,410,968            1,988,042
Receivable from affiliates                                             325,513              860,991
Income tax receivable                                                        0              563,850
State insurance licenses                                             4,750,000            4,862,500
Other assets                                                         1,822,331            1,589,006
Separate account assets                                          6,785,682,348        4,699,961,646
                                                               ----------------     ----------------

                    Total Assets                               $ 7,209,805,432      $ 5,021,012,890
                                                               ================     ================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                      $    31,616,661      $    30,493,018
Annuity policy reserves                                             19,930,723           19,386,490
Income tax payable                                                     675,787                    0
Accounts payable and accrued expenses                               48,195,291           32,816,517
Payable to affiliates                                               20,240,025              314,699
Payable to reinsurer                                                76,363,882           64,995,470
Short-term borrowing-affiliate                                      10,000,000           10,000,000
Surplus notes                                                      143,000,000          103,000,000
Deferred contract charges                                              275,486              332,050
Separate account liabilities                                     6,785,682,348        4,699,961,646
                                                               ----------------     ----------------

                  Total Liabilities                              7,135,980,203        4,961,299,890
                                                               ----------------     ----------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                 2,000,000            2,000,000
Additional paid-in capital                                          83,067,222           81,874,666
Unrealized investment gains and losses                                 129,267              111,359
Foreign currency translation                                          (319,431)            (328,252)
Accumulated deficit                                                (11,051,829)         (23,944,773)
                                                               ----------------     ----------------

                   Total Shareholder's Equity                       73,825,229           59,713,000
                                                               ----------------     ----------------

                   Total Liabilities and Shareholder's Equity  $ 7,209,805,432      $ 5,021,012,890
                                                               ================     ================
</TABLE>

            See notes to unaudited consolidated financial statements

                                      (4)

<PAGE>

<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<S>                                                               <C>                     <C>

                                                                       NINE MONTHS               NINE MONTHS
                                                                          ENDED                     ENDED
                                                                   SEPTEMBER 30, 1996       SEPTEMBER 30, 1995
                                                                  --------------------     --------------------
REVENUES:
 
Annuity charges & fees                                            $       47,915,563       $      27,438,534
Fee income                                                                11,382,138                3,411,409
Net investment income                                                      1,008,040                1,279,298
Net realized/unrealized capital gains                                        110,784                   28,192
Annuity premium income                                                       100,000                   27,480
Other                                                                         26,963                   41,488
                                                                  -------------------       ------------------
 
     Total Revenues                                                       60,543,488               32,226,401
                                                                  -------------------       ------------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                           490,771                  347,115
  Increase/(decrease) in annuity policy reserves                             389,033               (5,705,857)
  Cost of minimum death benefit reinsurance                                2,060,736                        0
  Return credited to contractowners                                       (2,175,208)               9,167,943
                                                                  -------------------       ------------------
                                                                            
                                                                             765,332                3,809,201
                                                                  ------------------        ------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                  30,684,238               24,257,570
  Amortization of state insurance licenses                                   112,500                  112,500
  Interest expense                                                         7,600,213                4,828,709
                                                                  -------------------       ------------------

                                                                          38,396,951               29,198,779
                                                                  -------------------       ------------------

     Total Benefits and Expenses                                          39,162,283               33,007,980
                                                                  -------------------       ------------------

Income (loss) from operations
     before income taxes                                                  21,381,205                 (781,579)

     Income taxes                                                          8,488,261                   35,311
                                                                  -------------------       ------------------

Net income (loss)                                                 $       12,892,944        $        (816,890)
                                                                  ===================       ==================
</TABLE>

            See notes to unaudited consolidated financial statements.
 
                                      (5)
<PAGE>
<TABLE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<CAPTION>
<S>                                                               <C>      <C>               <C>     <C>
                                                                      THREE MONTHS               THREE MONTHS
                                                                          ENDED                      ENDED
                                                                   SEPTEMBER 30, 1996         SEPTEMBER 30, 1995
                                                                  --------------------       --------------------
REVENUES:
 
Annuity charges & fees                                             $      18,019,812                 10,564,222 
Fee income                                                                 4,340,025                  1,379,998
Net investment income                                                        270,092                    293,335
Net realized/unrealized capital gains                                          5,606                     44,644
Other                                                                          6,329                     16,310
                                                                   ------------------         ------------------
 
     Total Revenues                                                       22,641,864                 12,298,509
                                                                   ------------------         ------------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                           274,779                     94,534
  Decrease in annuity policy reserves                                       (145,897)                (2,104,559)
  Cost of minimum death benefit reinsurance                                  727,974                          0
  Return credited to contractowners                                         (929,214)                 4,745,061
                                                                   ------------------         ------------------

                                                                             (72,358)                 2,735,036
                                                                   ------------------         ------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                  13,921,268                  7,208,417
  Amortization of state insurance licenses                                    37,500                     37,500
  Interest expense                                                         3,120,727                  1,619,634
                                                                   ------------------         ------------------

                                                                          17,079,495                  8,865,551
                                                                   ------------------         ------------------

     Total Benefits and Expenses                                          17,007,137                 11,600,587
                                                                   ------------------         ------------------

  Income from operations
     before income taxes                                                   5,634,727                    697,922

     Income taxes                                                          3,096,214                     19,610
                                                                   ------------------         ------------------

  Net income                                                       $       2,538,513          $         678,312 
                                                                   ==================         ==================
</TABLE>

            See notes to unaudited consolidated financial statements.

                                       (6)
<PAGE>
<TABLE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<CAPTION>
<S>                                                                             <C>    <C>                      <C>  <C> 
                                                                                 NINE MONTHS                    NINE MONTHS
                                                                                   ENDED                          ENDED
                                                                                SEPT 30, 1996                  SEPT 30, 1995
                                                                             -------------------             -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income (loss)                                                          $       12,892,944              $       (816,890)
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
      Increase/(decrease) in annuity policy reserves                                    544,233                    (7,541,437)
      Change in policy and contract claims                                                    0                             0
      Amortization of bond discount                                                      16,486                        17,895
      Amortization of insurance licenses                                                112,500                       112,500
      Increase in due to/due from affiliates                                         20,460,804                     4,675,008
      Change in income tax payable/receivable                                         1,239,637                             0
      Increase in other assets                                                         (387,438)                   (1,097,829)
      Increase in accrued investment income                                            (145,903)                      (47,399)
      Increase in reinsurance receivable                                               (422,926)                            0
      Increase/(decrease) in accounts payable and accrued expenses                   15,378,774                    (3,536,056)
      Increase in deferred acquisition cost                                        (119,777,413)                  (62,924,764)
      Decrease in deferred contract charges                                             (56,564)                      (93,648)
      Decrease in foreign currency translation                                            8,821                             0
      Realized gain on sale of investments                                             (110,784)                      (28,192)
      Unrealized gain on mutual funds                                                         0                             0
                                                                              ------------------             -----------------

  Net cash used in operating activities                                             (70,246,829)                  (71,280,812)
                                                                              ------------------             -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                               (219,434)                     (614,289)
  Proceeds from maturity of fixed maturity investments                                  215,000                       100,000
  Purchase of shares in mutual funds                                                 (1,706,624)                   (1,368,059)
  Proceeds from sale of mutual funds                                                  1,087,803                       798,073
  Purchase of short-term investments                                               (104,000,000)                 (168,500,000)
  Proceeds from sale of short-term investments                                      114,700,000                   192,500,000
  Change in investments of separate account assets                               (1,957,479,048)               (1,082,573,172)
                                                                              ------------------             -----------------

  Net cash used in investing activities                                          (1,947,402,303)               (1,059,657,447)
                                                                              ------------------             -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                                   1,192,556                     1,172,942
  Short term borrowing                                                                        0                             0
  Surplus notes                                                                      40,000,000                             0
  Increase in payable to reinsurer                                                   11,368,412                    13,425,705
  Proceeds from annuity sales                                                     1,958,602,691                 1,098,691,637
                                                                              ------------------             -----------------

  Net cash provided by financing activities                                       2,011,163,659                 1,113,290,284
                                                                              ------------------             -----------------

Net decrease in cash & cash equivalents                                              (6,485,473)                  (17,647,975)
                                                                              ------------------             -----------------

Cash and cash equivalents at beginning of period                                     13,146,384                    23,909,463
                                                                              ------------------             -----------------

Cash and cash equivalents at end of period                                    $       6,660,911              $      6,261,488
                                                                              ==================             =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                                           $       7,235,276              $         72,310
                                                                              ==================             =================

  Interest paid                                                               $       2,528,697              $        540,319
                                                                              ==================             =================
</TABLE>

            See notes to unaudited consolidated financial statements.
   
                                       (7)
<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996


1.       BASIS OF PRESENTATION

         The  accompanying  unaudited  financial  statements of American Skandia
         Life  Assurance   Corporation  (the  Company)  have  been  prepared  in
         accordance with generally  accepted  accounting  principles for interim
         financial  information  and  with  the  instructions  to Form  10-Q and
         Article 10 of Regulation S-X.  Accordingly,  they do not include all of
         the information and footnotes required by generally accepted accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary  for a  fair  presentation  have  been  included.
         Operating  results for the nine month period ended  September  30, 1996
         are not necessarily  indicative of the results that may be expected for
         the year ending  December 31, 1996. For further  information,  refer to
         the financial statements and footnotes thereto in the Company's audited
         financial statements for the year ended December 31, 1995.


2.       FOREIGN ENTITY

          As of July 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
          parent Skandia Insurance Company, Ltd., a Swedish corporation.  The 
          Company has a 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 products  within Mexico.  Total  shareholder's  equity of  
          Skandia  Vida, S.A. de C.V. is $1,603,977 as of September 30, 1996.


3.       SURPLUS NOTES

         On June 28, 1996,  the Company  received $40 million from its parent in
         exchange for one surplus note at an interest rate of 8.41%.






                                      (8)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996



         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.

         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.

         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 payable on these notes is $5,235,106 at September 30, 1996.

         Payment of interest and  repayment of principal for these notes require
         approval of the  Commissioner of Insurance of the State of Connecticut.
         Effective  June 30,  1996 and  September  30,  1996,  the  Commissioner
         approved interest  payments of $1,872,797 and $4,566,070  respectively,
         in accordance with the terms of the surplus notes.


4.       REINSURANCE

         The Company cedes reinsurance under modified co-insurance arrangements.
         The reinsurance  arrangements provide 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.

         As of September 1995, the Company  reinsured  certain  mortality risks.
         These risks result from the Guaranteed Minimum Death Benefit feature in
         the variable annuity products.






                                       (9)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996


         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity  charges and fee income,  death benefit  expense,
         and  reserve  exposure.  The effect of  reinsurance  is  summarized  as
         follows:

                     For the period ended September 30, 1996

<TABLE>
<CAPTION>
                           Annuity                Change in Annuity             Return Credited
                       Charges & Fees              Policy Reserves             to Contractowners

<S>                      <C>                          <C>                        <C>         
         Gross           $60,649,937                  $811,959                   ($2,077,777)
         Ceded            12,734,374                   422,926                        97,431
                        ------------                 ---------                    ----------
         Net             $47,915,563                  $389,033                   ($2,175,208)
                         ===========                  ========                    ===========
</TABLE>


                     For the period ended September 30, 1995

                                                     Annuity
                                                 Charges & Fees

                           Gross                   $35,351,011
                           Ceded                     4,754,725
                                                 -------------
                           Net                     $27,438,534
                                                   ===========

         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
         agreement.











                                      (10)


<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                      Nine months ended September 30, 1996


American  Skandia Life Assurance  Corporation (the Company) 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,
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 has a 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 products within Mexico.  Total shareholder's equity of Skandia 
Vida, S.A. de C.V. is $1,603,977 and $881,648 as of September 30, 1996 and 
December 31, 1995, respectively.


                              Results of Operations

The Company's long term business plan was developed reflecting the current sales
and  marketing  approach.  The sales  volume  for the nine  month  period  ended
September 30, 1996 and 1995 was $1.959 billion and $1.099 billion, respectively.
This  represents an increase of 78% compared to the same period last year.  This
increase is a direct result of the sales efforts by the Company  coupled with an
overall increase in the variable annuity marketplace. Assets grew $2.189 billion
or 44% since  December 31, 1995.  This  increase is a direct result of the sales
volume  increasing  separate  account  assets and  deferred  acquisition  costs.
Liabilities  grew $2.175  billion or 44% since  December 31, 1995 as a result of
the reserves  required  for the  increased  sales  activity as well as increased
reinsurance and surplus notes to support the acquisition  costs of the Company's
variable annuity business.


                                      (11)


<PAGE>



The Company  experienced  a net gain of $12.9  million after tax for the current
period  which was in excess of plan.  This gain is a result of the strong  sales
activity  for the  nine  months  ended  September  30,  1996,  combined  with an
increased asset base which generates additional fee revenue.

In the same period last year, the Company  experienced a net loss of $.8 million
after  tax.  This  loss was a result of the asset  performance  relative  to the
liability  structure for the market value adjusted  annuity product along with a
strengthening  of the reserves for this same business due to historically  lower
spreads in the corporate bond market. In addition,  the loss was attributable to
a higher level of general expense relative to sales volume.


Revenues:

Increasing  volume of annuity sales  results in higher assets under  management.
The fees realized on assets under  management has resulted in annuity  charges &
fees to increase 75% for the nine month period ended September 30, 1996. This is
compared to an increase of 55% for the nine month  period  ended  September  30,
1995.

Net investment  income  decreased 21% for the nine month period ended  September
30, 1996. This is compared to an increase of 50% for the nine month period ended
September  30,  1995.  The  current  period  decrease is a result of the need to
liquidate  short  term  investments  to support  cash  needs.  The prior  period
increase  is a result of an  increase  in the  Company's  bonds  and short  term
investments throughout the period.

Fee income is a result of income  earned for  transfer  agency type  activities.
This income  increased  234% for the nine month period ended  September 30, 1996
compared to an increase of 130% for the nine month  period ended  September  30,
1995.


Benefits:

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

Increase/(decrease) in annuity policy reserves represents the change in reserves
for the immediate annuity with life contingencies,  supplementary contracts with
life contingencies and guaranteed minimum death benefit.  In September 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  exceeded the change in the
minimum death benefit reserve by approximately $1.6 million.


                                      (12)


<PAGE>



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. The
result for the current period reflects a higher than expected  separate  account
investment  return on the  market  value  adjusted  contracts  in support of the
benefits and required reserves.


Expenses:

Underwriting, acquisition and other insurance expenses is made up of $96 million
of  commissions  and  $43.1  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs totaling  $108.5  million.  This
compares to the same period last year of $42.4 million of commissions  and $28.1
million  of  general  expenses  offset  by the net  capitalization  of  deferred
acquisition costs totaling $46.2 million.

Interest expense increased 57% over the same period last year as a result of the
increase in surplus notes.


                         Liquidity and Capital Resources

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

The Company had  significant  growth  during the nine month period in 1996.  The
sales  volume  of  $1.959  billion  was made up of  approximately  95%  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 costs for the new business.  This cash strain required
the Company to look  beyond the  insurance  operations  and  investments  of the
Company.  To this end, the Company  borrowed an additional  $40 million from its
parent in the form of a surplus  note and extended  its  reinsurance  agreements
(initiated in 1993,  1994 and 1995).  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  currently  reviewing  various  options to fund the cash  strain
anticipated from the acquisition costs on expected future sales volume.

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




                                      (13)


<PAGE>




As of  September  30,  1996 and  December  31,  1995,  shareholder's  equity was
$73,825,229 and $59,713,000  respectively,  which includes the carrying value of
the state  insurance  licenses  in the  amount  of  $4,750,000  and  $4,862,500,
respectively.

The  Company  has long term  surplus  notes and short  term  borrowing  with its
parent. No dividends have been paid to its parent company.






































                                      (14)


<PAGE>



                           PART II. OTHER INFORMATION


ITEM 4.  ACTION TAKEN BY SHAREHOLDER

                  Not applicable for this quarter.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      See Exhibit Index
                  (b)      American  Skandia Life Assurance  Corporation did not
                           file  any  Report  on Form  8-K  during  the  quarter
                           covered by this report.










































                                      (15)


<PAGE>





                                    SIGNATURE


Pursuant  to the  requirements  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.


                              American Skandia Life
                              Assurance Corporation
                                  (Registrant)


                            by /s/Thomas M. Mazzaferro
                              Thomas M. Mazzaferro
                          Executive Vice President and
                             Chief Financial Officer





November 14, 1996






























                                      (16)


<PAGE>


                                  EXHIBIT INDEX




      Exhibit
      Number           Description                                    Location


        (2)            Plan of acquisition, reorganization,
                       arrangement, liquidation or succession             None

        (4)            Instruments defining the rights of
                       security holders, including indentures             None

       (10)            Material Contracts                                 None

       (11)            Statement re computation of per share
                       earnings                                           None

       (15)            Letter re unaudited interim financial
                       information                                        None

       (18)            Letter re change in accounting
                       principles                                         None

       (19)            Report furnished to security holders               None

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

       (23)            Consents of experts and counsel                    None

       (24)            Power of attorney                                  None

       (99)            Additional exhibits                                None




















                                      (17)

<TABLE> <S> <C>
                          
<ARTICLE>               7               
<CIK>                   881453          
<NAME>                  ASLAC996                
<MULTIPLIER>            1               
<CURRENCY>              U.S. Dollars            
                                        
<S>                          <C>                     
<PERIOD-TYPE>                9-MOS           
<FISCAL-YEAR-END>            Sep-30-1996               
<PERIOD-END>                 Sep-30-1996               
<EXCHANGE-RATE>              1             
<DEBT-HELD-FOR-SALE>                     0               
<DEBT-CARRYING-VALUE>           10,100,653              
<DEBT-MARKET-VALUE>             10,012,368              
<EQUITIES>                       2,476,388               
<MORTGAGE>                               0               
<REAL-ESTATE>                            0               
<TOTAL-INVEST>                  17,577,041              
<CASH>                           6,660,911               
<RECOVER-REINSURE>                       0               
<DEFERRED-ACQUISITION>         389,999,796             
<TOTAL-ASSETS>               7,209,805,432   <F1>    
<POLICY-LOSSES>                 51,547,384              
<UNEARNED-PREMIUMS>                      0               
<POLICY-OTHER>                           0               
<POLICY-HOLDER-FUNDS>                    0               
<NOTES-PAYABLE>                153,000,000             
                    0               
                              0      
<COMMON>                         2,000,000     
<OTHER-SE>                      71,825,229  
<TOTAL-LIABILITY-AND-EQUITY> 7,209,805,432   <F2>    
                         100,000         
<INVESTMENT-INCOME>              1,008,040               
<INVESTMENT-GAINS>                 110,784         
<OTHER-INCOME>                  59,324,664   <F3>    
<BENEFITS>                         765,332  
<UNDERWRITING-AMORTIZATION>     11,347,689              
<UNDERWRITING-OTHER>            19,449,049              
<INCOME-PRETAX>                 21,381,205              
<INCOME-TAX>                     8,488,261               
<INCOME-CONTINUING>             12,892,944              
<DISCONTINUED>                           0    
<EXTRAORDINARY>                          0 
<CHANGES>                                0  
<NET-INCOME>                    12,892,944    
<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 
$6,785,682,348.                           
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
Separate Accounts of $6,785,682,348.                              
<F3> Other income includes annuity charges and fees of $47,915,563 and fee 
income of $11,382,138.                                
</FN>
                                                

</TABLE>


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