AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1997-07-16
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 March 31, 1997

        Commission file numbers: 33-62791, 33-62953, 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 April 30, 1997, 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 -
                 March 31, 1997 (unaudited)
                 and December 31, 1996                                       4

             Consolidated Statements of Operations (unaudited) -
                 Three months ended March 31, 1997
                 and March 31, 1996                                          5

             Consolidated Statements of Cash Flows (unaudited) -
                 Three months ended March 31, 1997
                 and March 31, 1996                                          6

             Notes to Unaudited Consolidated Financial Statements            7



    Item 2.

             Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations - Three months ended
                 March 31, 1997                                             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>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

<S>                                                             <C>                    <C>
                                                                    MARCH 31,           DECEMBER 31,
                                                                      1997                 1996
                                                                ----------------      ---------------
                                                                   (unaudited)
ASSETS

Investments:
   Fixed maturities - at amortized cost                         $     9,582,613       $    10,090,369
   Fixed maturities - at market value                                85,520,736            87,369,724
   Investment in mutual funds - at market value                       3,859,138             2,637,731
   Short-term investments - at amortized cost                        22,986,075            18,100,000
                                                                  -------------         -------------

Total investments                                                   121,948,562           118,197,824

Cash and cash equivalents                                            14,385,617            14,199,412
Accrued investment income                                             1,682,759             1,958,546
Fixed assets                                                            241,635               229,780
Deferred acquisition costs                                          488,155,985           438,640,918
Reinsurance receivable                                                3,637,067             2,167,818
Receivable from affiliates                                              975,373               691,532
Deferred income taxes                                                18,190,845            17,217,582
State insurance licenses                                              4,675,000             4,712,500
Other assets                                                          2,518,421             2,207,171
Separate account assets                                           8,335,701,439         7,734,439,793
                                                                  -------------         -------------

                    Total Assets                                $ 8,992,112,703       $ 8,334,662,876
                                                                  =============         =============

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                       $    34,571,374       $    36,245,936
Annuity policy reserves                                              23,707,939            21,238,749
Income taxes payable                                                  4,638,536             1,124,151
Accounts payable and accrued expenses                                55,965,044            65,198,965
Payable to affiliates                                                53,025,080               685,724
Future fees payable to parent                                        44,842,187            47,111,936
Payable to reinsurer                                                 82,340,890            79,000,262
Short-term borrowing                                                 10,000,000            10,000,000
Surplus notes                                                       213,000,000           213,000,000
Deferred contract charges                                               272,329               272,329
Separate account liabilities                                      8,335,701,439         7,734,439,793
                                                                  -------------         -------------

                  Total Liabilities                               8,858,064,818         8,208,317,845
                                                                  -------------         -------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                  2,000,000             2,000,000
Additional paid-in capital                                          122,380,117           122,250,117
Unrealized investment gains and losses, net                          (1,767,713)             (319,631)
Foreign currency translation, net                                      (238,745)             (263,706)
Retained earnings                                                    11,674,226             2,678,251
                                                                  --------------        -------------

                   Total Shareholder's Equity                       134,047,885           126,345,031
                                                                  --------------        -------------

                   Total Liabilities and Shareholder's Equity   $ 8,992,112,703       $ 8,334,662,876
                                                                  =============         =============
</TABLE>

            See notes to unaudited consolidated financial statements.

                                      (4)



<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>


<S>                                                             <C>                   <C>
                                                                  THREE MONTHS          THREE MONTHS
                                                                     ENDED                 ENDED
                                                                 MARCH 31, 1997        MARCH 31, 1996
                                                                ----------------      ----------------
REVENUES:
 
Annuity charges & fees                                          $    24,368,624       $    13,429,275
Fee income                                                            5,524,257             3,162,040
Net investment income                                                 1,368,683               455,022
Net realized capital gains                                               20,604                92,072
Annuity premium income                                                  275,000                     0
Other                                                                    17,939                14,450
                                                                 --------------         -------------
 
     Total Revenues                                                  31,575,107            17,152,859
                                                                 --------------         -------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                      144,687               117,986
  Increase in annuity policy reserves                                   783,550               173,873
  Cost of minimum death benefit reinsurance                             876,078               643,610
  Return credited to contractowners                                  (6,745,574)            1,004,430
                                                                 --------------         -------------

                                                                     (4,941,259)            1,939,899
                                                                 --------------         -------------

Expenses:
  Underwriting, acquisition and other insurance expenses             17,683,466             8,516,327
  Amortization of state insurance licenses                               37,500                37,500
  Interest expense                                                    5,539,574             2,231,685
                                                                 --------------         -------------

                                                                     23,260,540            10,785,512
                                                                 --------------         -------------

     Total Benefits and Expenses                                     18,319,281            12,725,411
                                                                 --------------         -------------

Income from operation
     before income taxes                                             13,255,826             4,427,448

     Income taxes                                                     4,259,851             1,768,507
                                                                 --------------         -------------

Net income                                                     $      8,995,975       $     2,658,941
                                                                 ==============         =============
</TABLE>

            See notes to unaudited consolidated financial statements.
   
                                    (5)
<PAGE>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
           (wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                
<S>                                                            <C>                   <C> 
                                                                 THREE MONTHS          THREE MONTHS
                                                                     ENDED                 ENDED
                                                                MARCH 31, 1997        MARCH 31, 1996
CASH FLOW FROM OPERATING ACTIVITIES:                            
                                
  Net income                                                   $      8,995,975       $     2,658,941
  Adjustments to reconcile net income (loss) to net cash           
    used in operating activities:                               
      Increase in annuity policy reserves                             2,469,190               480,579
      Amortization of bond discount                                      18,153                 4,769
      Amortization of insurance licenses                                 37,500                37,500
      Change in due to/due from affiliates                           52,055,515              (369,261)
      Change in income tax payable/receivable                         3,514,385             1,756,351
      Increase in other assets                                         (323,105)               (2,888)
      Change in accrued investment income                               275,787               (46,063)
      Increase in reinsurance receivable                             (1,469,249)             (120,547)
      Decrease in accounts payable and accrued expenses              (9,233,922)             (287,155)
      Increase in deferred acquisition cost                         (49,515,067)          (33,500,335)
      Decrease in deferred contract charges                                   0               (20,047)
      Decrease in foreign currency translation, net                      26,822                19,514
      Deferred income taxes                                            (228,711)                    0
      Realized gain on sale of investments                              (20,604)              (92,072)
                                                                  -------------         ------------- 
                               
  Net cash provided by (used in) operating activities                 6,602,669           (29,480,714)
                                                                  -------------         -------------
                                
CASH FLOW FROM INVESTING ACTIVITIES:                            
                                
  Proceeds from maturity of fixed maturity investments                  200,000                     0
  Purchase of shares in mutual funds                                 (1,434,810)             (937,792)
  Proceeds from sale of mutual funds                                    178,104               834,949
  Purchase of short-term investments                                 (4,886,075)          (78,000,000)
  Proceeds from sale of short-term investments                                0            93,700,000
  Change in investments of separate account assets                 (867,715,012)         (562,205,959)
                                                                  -------------         ------------- 

  Net cash used in investing activities                            (873,657,793)         (546,608,802)
                                                                  -------------         ------------- 

CASH FLOW FROM FINANCING ACTIVITIES:                            
                                
  Capital contributions from parent                                     130,000                74,212
  Decrease in future payable fees to parent                          (2,269,749)                    0
  Increase in payable to reinsurer                                    3,340,628             4,753,077
  Proceeds from annuity sales                                       866,040,450           561,231,341
                                                                  -------------         -------------
                            
  Net cash provided by financing activities                         867,241,329           566,058,630
                                                                  -------------         ------------- 

Net decrease in cash and cash equivalents                               186,205           (10,030,886)
                                                                  -------------         -------------

Cash and cash equivalents at beginning of period                     14,199,412            13,146,384
                                                                  -------------         -------------

Cash and cash equivalents at end of period                      $    14,385,617       $     3,115,498
                                                                  =============         =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:                              
  Income taxes paid                                             $        43,000       $        12,156
                                                                  =============         =============

  Interest paid                                                 $     3,180,309       $       341,250
                                                                  =============         =============
</TABLE>

            See notes to unaudited consolidated financial statements.
                                
                                      (6)
<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997



1.       BASIS OF PRESENTATION

         The  accompanying   unaudited   consolidated  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 three month period ended March 31,
         1997 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 1997. For further  information,  refer
         to the consolidated  financial  statements and footnotes thereto in the
         Company's audited consolidated  financial statements for the year ended
         December 31, 1996.


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 $1,358,906 as of March 31, 1997.











                                       (7)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


3.       SURPLUS NOTES

         The Company has issued  surplus  notes to American Skandia Investment 
         Holding Corporation (the "Parent") in exchange for cash. Surplus notes 
         outstanding as of March 31, 1997 were as follows.

             Issue Date                            Amount         Interest Rate

         December 29, 1993                    $  20,000,000           6.84%
         February 18, 1994                       10,000,000           7.28%
         March 28, 1994                          10,000,000           7.90%
         September 30, 1994                      15,000,000           9.13%
         December 28, 1994                       14,000,000           9.78%
         December 19, 1995                       10,000,000           7.52%
         December 20, 1995                       15,000,000           7.49%
         December 22, 1995                        9,000,000           7.47%
         June 28, 1996                           40,000,000           8.41%
         December 30, 1996                       70,000,000           8.03%
                                              -------------

         Total                                $ 213,000,000

         Payment of  interest  and  repayment  of  principal for these notes is
         subject to certain  conditions  and requires approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest  accrued  at March  31,  1997  amounted  to  $5,857,175,  of 
         which $774,107 has been approved for payment. The remaining $5,083,068
         has not been approved for payment.


4.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996  the  Company  sold to its  Parent,  effective
         September 1, 1996,  certain  rights to receive future fees and charges
         expected to be realized on the variable portion of a designated  block
         of deferred annuity contracts issued during the period January 1, 1994
         through June 30, 1996. In connection with this transaction, the Parent
         issued collateralized notes in a private placement which are secured 
         by the rights to  receive  future fees and charges purchased from the
         Company.


                                       (8)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred sales charges,  after reinsurance,  expected to be
         realized over the remaining  surrender  charge period of the designated
         contracts (generally, 6.5 years). The Company did not sell the right to
         receive  future fees and charges after the  expiration of the surrender
         charge period.

         The proceeds  from the sale have been  recorded as a liability  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value at
         September  1, 1996  (discounted  at 7.5%),  of future  fees and charges
         expected to be realized on the  designated  contracts was  $50,221,438.
         Payments representing fees and charges realized during the period ended
         March 31, 1997 in the aggregate amount of $2,269,749,  were made by the
         Company to the Parent. Interest expense of $1,087,232 has been included
         in the statement of operations.

         Expected payments of future fees payable to Parent are as follows:

                 Period Ending
                  December 31,                               Amount

                      1997                                 $ 7,038,778
                      1998                                   9,782,558
                      1999                                  10,002,274
                      2000                                  10,061,058
                      2001                                   6,412,114
                      2002                                   1,392,003
                      2003                                     153,402
                                                           -----------

                     Total                                 $44,842,187


         The  Commissioner  of the State of Connecticut has approved the sale of
         future fees and charges; however, in the event that the Company becomes
         subject to an order of liquidation or rehabilitation,  the Commissioner
         has the  ability  to stop the  payments  due to the  Parent  under  the
         Purchase Agreement, subject to certain terms and conditions.

                                       (9)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


5.       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.

         The  Company  reinsures  certain  mortality  risks  pertaining  to  the
         Guaranteed  Minimum  Death  Benefit  feature  in the  variable  annuity
         products.

         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:

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

         Period Ended March 31, 1997

         <S>                <C>                          <C>                             <C>         
         Gross              $29,686,298                  $2,252,799                      ($6,724,793)
         Ceded                5,317,674                   1,469,249                           20,781
                            -----------                 -----------                      ------------
         Net                $24,368,624                 $   783,550                      ($6,745,574)
                            ===========                 ===========                       ===========


         Period Ended March 31, 1996

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners

         Gross              $17,420,169                    $294,420                        $1,021,285
         Ceded                3,990,894                     120,547                            16,855
                            -----------                    --------                        ----------
         Net                $13,429,275                    $173,873                        $1,004,430
                            ===========                    ========                        ==========
</TABLE>

         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

                        Three months ended March 31, 1997


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  through an internal field  marketing staff to
broker-dealers,   financial   planners  and  in   conjunction   with   financial
institutions such as banks that are permitted  directly,  or through affiliates,
to sell annuities.



                              Results of Operations

The Company's long term business plan was developed reflecting the current sales
and marketing approach.  The sales volume for the three month period ended March
31,  1997 and  1996  was $866  million  and  $561  million,  respectively.  This
represents  an  increase of 54%  compared  to the same  period  last year.  This
increase is a direct result of the marketing efforts by the Company coupled with
an overall  increase  in the  variable  annuity  marketplace.  Assets  grew $657
million or 8% since  December 31, 1996.  This increase is a direct result of the
sales volume increasing separate account assets and deferred  acquisition costs.
Liabilities  grew $650 million or 8% since  December 31, 1996 as a result of the
reserves required for the increased sales activity as well as an increase in the
amounts payable to affiliates and  reinsurance to support the acquisition  costs
of the Company's variable annuity business.













                                      (11)


<PAGE>


The Company  experienced  a net gain of $9.0  million  after tax for the current
period  which was $6.3 million  greater  than the same period last year,  and in
excess of plan. This gain is a result of the strong sales activity for the three
months ended March 31, 1997, favorable expense levels relative to sales activity
and an increased asset base, which generates additional fee revenue.

Revenues:

Increasing  annuity  sales volume  results in greater  assets under  management.
Growth in assets  under  management  has  resulted in an 81% increase in annuity
charges & fees for the three month period ended March 31, 1997. This is compared
to an increase of 72% for the three month period ended March 31, 1996.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 75% for the three month period ended March 31, 1997 compared to
an increase  of 202% for the three month  period  ended  March 31,  1996.  These
increases are driven by the continued increase in assets under management.

Net investment  income increased 201% for the three month period ended March 31,
1997.  This is compared to a decrease  of 18% for the three month  period  ended
March  31,  1996.  The  current  period  increase  is the  result  of  increased
investment  holdings for the quarter.  The prior period  decrease is a result of
the need to liquidate short term investments to support cash needs.

Annuity  premium  income  represents  sales of  immediate  annuities  with  life
contingencies.

Benefits:

Annuity benefits  represent  payments on annuity contracts with mortality risks:
immediate  annuities with life  contingencies and  supplementary  contracts with
life contingencies.

Increase  in annuity  policy  reserves  represents  the change in  reserves  for
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies and the guaranteed minimum death benefit on variable annuities. In
September 1995, the Company entered into an agreement to reinsure the guaranteed
minimum death benefit  exposure on most of its variable annuity  contracts.  The
change in the minimum death benefit reserve  exceeded the costs  associated with
reinsuring  the minimum death benefit by $0.6 million for the period ended March
31, 1997. For the same period last year, the costs  associated  with  reinsuring
the minimum  death  benefit  reserve  exceeded  the change in the minimum  death
benefit reserve by approximately $0.5 million.






                                      (12)


<PAGE>


Return  credited to  contractowners  represents  revenues on variable and market
value  adjusted  annuities  offset by benefit  payments  and change in  reserves
required on this  business.  Also  included  are benefit  payments and change in
reserves on immediate  annuities and supplemental  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  combined  with the
reversal of the effect of December 31, 1996 bond market  fluctuations  which had
adversely  impacted 1996 results by $1.8 million.  While the assets  relating to
the  market  value  adjusted  contracts   reflected  the  market  interest  rate
fluctuations  which occurred on December 31, 1996, the liabilities were based on
interest  rates set for new  contracts  which are  generally  based on the prior
day's  interest  rates.  During  the first  week of 1997,  interest  rates  were
established for new contracts,  thereby bringing the liabilities relating to the
market value adjusted contracts in line with the related assets.

Expenses:

Underwriting, acquisition and other insurance expenses consists of $42.9 million
of  commissions  and  $21.2  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs  totaling  $46.4  million.  This
compares to $25.7 million of commissions  and $11.9 million of general  expenses
offset by the net  capitalization  of deferred  acquisition costs totaling $29.1
million for the same period last year.

Interest  expense  increased  148% over the same period last year as a result of
the 1996 increase in surplus notes of $110 million.

Income tax expense  was $4.3  million  for the  quarter  ended  March 31,  1997,
compared with $1.8 million for the same period last year. The effective  Federal
income  tax  rates  for the  periods  were  32% and 40%  respectively.  The 1997
effective  rate was lower  than the  Federal  statutory  income  tax rate  (35%)
primarily due to permanent differences.  The 1996 effective rate was higher than
the Federal  statutory  income tax rate due to an increase in the  deferred  tax
valuation  allowance.   Such  allowance  was  released  at  December  31,  1996.
Management  believes that based on the taxable  income  produced in 1996 and the
first quarter of 1997 as well as the continued growth in annuity  products,  the
Company  will  produce  sufficient  taxable  income in the future to realize its
deferred tax assets.


                         Liquidity and Capital Resources

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







                                      (13)


<PAGE>


The Company had  significant  growth during the three month period in 1997.  The
sales  volume  of  $866  million  was  made  up of  approximately  94%  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 extended its reinsurance agreements (initiated
in 1993,  1994 and 1995) and was  advanced  $52  million  by the  parent.  It is
anticipated  that during 1997 this advance will be repaid with the proceeds from
additional sales of future fee revenues, similar to the transaction which closed
on December 17, 1996 (as  described in footnote 4). 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  expects to use  borrowing,  reinsurance  and the sale of future fee
revenues  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.

As of March 31,  1997 and 1996,  shareholder's  equity  was $134.0  million  and
$126.3  million,  respectively,  which  includes the carrying value of the state
insurance licenses in the amount of $4.7 million.

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





May 14, 1997






























                                      (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>                  ASLAC397 
<MULTIPLIER>            1
<CURRENCY>              U.S Dollars
                                
<S>                     <C>
<PERIOD-TYPE>           3-MOS
<FISCAL-YEAR-END>       Mar-31-1997       
<PERIOD-START>          Jan-01-1997
<PERIOD-END>            Mar-31-1997       
<EXCHANGE-RATE>         1       
<DEBT-HELD-FOR-SALE>            85,520,736      
<DEBT-CARRYING-VALUE>           97,732,715      
<DEBT-MARKET-VALUE>             95,103,349      
<EQUITIES>                       3,859,138       
<MORTGAGE>                               0       
<REAL-ESTATE>                            0       
<TOTAL-INVEST>                 121,948,562     
<CASH>                          14,385,617      
<RECOVER-REINSURE>               3,637,067       
<DEFERRED-ACQUISITION>         488,155,985     
<TOTAL-ASSETS>               8,992,112,703   <F1>
<POLICY-LOSSES>                 58,279,313      
<UNEARNED-PREMIUMS>                      0       
<POLICY-OTHER>                           0       
<POLICY-HOLDER-FUNDS>                    0       
<NOTES-PAYABLE>                213,000,000     
<COMMON>                         2,000,000       
                    0
                              0
<OTHER-SE>                     132,047,885     
<TOTAL-LIABILITY-AND-EQUITY> 8,992,112,703   <F2>
                         275,000 
<INVESTMENT-INCOME>              1,368,683       
<INVESTMENT-GAINS>                  20,604  
<OTHER-INCOME>                  29,910,820   <F3>
<BENEFITS>                      (4,941,259)     
<UNDERWRITING-AMORTIZATION>      5,602,764       
<UNDERWRITING-OTHER>            12,080,702      
<INCOME-PRETAX>                 13,255,826      
<INCOME-TAX>                     4,259,851       
<INCOME-CONTINUING>                      0       
<DISCONTINUED>                           0       
<EXTRAORDINARY>                          0       
<CHANGES>                                0       
<NET-INCOME>                     8,995,975       
<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 $8,335,701,439.                   
<F2> Included in Total Liabilities and Equity are Liabilities Related to Separate Accounts of $8,335,701,439.                   
<F3> Other income includes annuity charges and fees of $24,368,624  and  fee income of $5,524,257.                      
</FN>
        

</TABLE>


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