AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-K, 1997-03-25
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 12/31/96           Commission file numbers 33-62791,
                                              33-62953, 33-89676, 33-89678,
                                              33-88360, 333-00941, 333-00995,
                                              333-01021, 33-91400 and 333-02867


                   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 15, 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  all of  which  were  owned by  American  Skandia
Investment Holding Corporation,  a wholly-owned  subsidiary of Skandia Insurance
Company Ltd., a Swedish corporation.




<PAGE>


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 ASLAC 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  contractual  obligations  at their
               maturities  if death  occurs  in  accordance  with the  mortality
               tables employed.  In the accompanying  financial statements these
               reserves for contractual 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,  1996,  the  Company had 310 direct  salaried
               employees.

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 such material claims.

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

               None

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 1996, 1995 and 1994.

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,
 
<S>                                            <C>              <C>            <C>             <C>            <C> 
                                                 1996             1995            1994            1993            1992
                                              -----------     -----------      -----------     -----------     ----------
               Income Statement Data:
               Revenues:
               Annuity charges and fees*      $69,779,522     $38,837,358      $24,779,785     $11,752,984     $4,846,134
               Fee income                      16,419,690       6,205,719        2,111,801         938,336        125,179
               Net investment income            1,585,819       1,600,674        1,300,217         692,758        892,053
               Annuity premium income             125,000               0           70,000         101,643      1,304,629
               Net realized capital
                gains/(losses)                    134,463          36,774           (1,942)        330,024        195,848
               Other income                        34,154          64,882           24,550           1,269         15,119
                                              -----------     -----------      -----------     -----------     ----------
               Total revenues                 $88,078,648     $46,745,407      $28,284,411     $13,817,014     $7,378,962
                                              ===========     ===========      ===========     ===========     ==========
               Benefits and Expenses:
               Annuity benefits                   613,594         555,421          369,652         383,515        276,997
               Increase/(decrease) in annuity
                 policy reserves                  634,540      (6,778,756)       5,766,003       1,208,454      1,331,278
               Cost of minimum death benefit
                 reinsurance                    2,866,835       2,056,606                0               0              0
               Return credited
                 to contractowners                672,635      10,612,858         (516,730)        252,132        560,243
               Underwriting, acquisition and
                 other insurance expenses      49,915,661      35,970,524       18,942,720       9,547,951     11,338,765
               Interest expense                10,790,716       6,499,414        3,615,845         187,156              0
                                              -----------     -----------      -----------     -----------    -----------
               Total benefits and expenses    $65,493,981     $48,916,067      $28,177,490     $11,579,208    $13,507,283
                                              ===========     ===========      ===========     ===========    ===========
               Income tax (benefit) expense   $(4,038,357)    $   397,360      $   247,429     $   182,965    $         0
                                              ===========     ===========      ===========     ===========    ===========

               Net income (loss)              $26,623,024     $(2,568,020)     $  (140,508)    $ 2,054,841    $(6,128,321)
                                              ===========     ===========      ===========     ===========    ===========
               Balance Sheet Data:
               Total Assets                $8,334,662,876  $5,021,012,890   $2,864,416,329  $1,558,548,537   $552,345,206
                                           ==============  ==============   ==============  ==============   ============
               Future fees payable
                 to parent                 $  47,111,936   $            0   $            0  $            0    $         0
                                           =============   ==============   ==============  ==============    ===========

               Surplus Notes               $ 213,000,000   $  103,000,000   $   69,000,000  $   20,000,000    $         0
                                           =============   ==============   ==============  ==============    ===========
               Shareholder's  Equity       $ 126,345,031   $   59,713,000   $   52,205,524  $   52,387,687    $46,332,846
                                           =============   ==============   ==============  ==============    ===========
</TABLE>

               *   On   annuity   sales   of   $2,795,114,000,   $1,628,486,000,
                   $1,372,874,000,  $890,640,000  and  $287,596,000  during  the
                   years ended December 31, 1996,  1995,  1994,  1993, and 1992,
                   respectively,  with contractowner  assets under management of
                   $7,764,891,000,        $4,704,044,000,        $2,661,161,000,
                   $1,437,554,000  and  $495,176,000  as of December  31,  1996,
                   1995, 1994, 1993 and 1992, respectively.




<PAGE>




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 products within Mexico.  The Company's investment in 
               Skandia Vida, S.A. de C.V. is $1,398,285 at December 31,1996.


               RESULTS OF OPERATIONS

               The Company's  long term  business plan was developed  reflecting
               the current sales and marketing approach. Annuity sales increased
               72%,  19% and 54% in  1996,  1995  and  1994,  respectively.  The
               Company continues to show significant  growth in sales volume and
               increased market share within the variable annuity industry. This
               growth is a result of innovative product development  activities,
               expansion  of  distribution  channels  and a  focused  effort  on
               customer orientation.

               The Company  primarily  offers and sells a wide range of deferred
               annuities  through  three  focused  marketing,  sales and service
               teams,  each  of  which  specializes  in  addressing  one  of the
               Company's primary distribution  channels:  (a) financial planning
               firms; (b)  broker-dealers  that generally are members of the New
               York  Stock   Exchange,   including   "wirehouse"   and  regional
               broker-dealer firms; and (c) broker-dealers affiliated with banks
               or which specialize in marketing to customers of banks.  Starting
               in 1994,  the Company  expanded  these  teams,  adding more field
               marketing and internal sales support personnel.  The Company also
               offers a number of  specialized  products  distributed by select,
               large distributors. In 1995 and 1996 the Company restructured its
               internal support operations to support the specialized marketing,
               sales and service needs of the primary distribution  channels and
               of the select  distributors  of specialized  products.  There has
               been  continued  growth and  success in  expanding  the number of
               selling agreements in the primary  distribution  channels.  There
               has also been  increased  success in enhancing the  relationships
               with the  registered  representative/insurance  agents of all the
               selling firms.

               Total  assets  grew  66%,  75% and 84% in 1996,  1995  and  1994,
               respectively.  These  increases  were  a  direct  result  of  the
               substantial sales volume  increasing  separate account assets and
               deferred acquisition costs. Liabilities grew 65%, 76%, and 87% in
               1996,  1995 and 1994,  respectively,  as a result of the reserves
               required for the increased  sales  activity  along with borrowing
               during 1996,  1995 and 1994.  The borrowing is needed to fund the
               acquisition costs of the Company's variable annuity business.

               The  Company  experienced  a net gain after tax in 1996 and a net
               loss after tax in 1995 and 1994.  The 1996  result was related to
               the  strong  sales  volume,  favorable  market  climate,  expense
               savings  relative to sales volume and  recognition of certain tax
               benefits.


<PAGE>



               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,  which was in part responsible for this
               strong sales and financial performance in 1996.

               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.

               REVENUES

               Increasing volume of annuity sales results in higher assets under
               management.  The fees  realized on assets under  management  have
               resulted in annuity charges and fees increasing 80%, 57% and 111%
               in 1996, 1995 and 1994, respectively.

               Net investment  income decreased 1% in 1996 and increased 23% and
               88% in 1995 and  1994  respectively.  The  level  net  investment
               income in 1996 is a result of the consistent  investment holdings
               throughout  most of the year. The increase in 1995 and 1994 was a
               result of a higher  average level of Company bonds and short-term
               investments.

               Fee income has increased  165%,  194% and 125% in 1996,  1995 and
               1994,  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/(decrease)  in annuity policy reserves represents 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 1996 and 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 one of the Company's  products which was further
               enhanced as a result of poor market  conditions which resulted in
               lower  returns in  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. The 1996 return credited to  contractowners  in
               the amount of $0.7  million  represents  a  favorable  investment
               return on the market  value  adjusted  contracts  relating to the
               benefits  and  required  reserves,  offset by the  effect of bond
               market  fluctuations  on December  31, 1996 in the amount of $1.8
               million.  While the assets  relating to the market value adjusted
               contracts  relfect the market  interest rate  fluctuations  which
               occurred on December 31, 1996, the  liabilities  are based on the
               interest rates set for new contracts which are generally based on
               the prior day's interest rates.  During the first week of January
               1997 interest rates were  established for new contracts,  thereby
               bringing the  liaiblities  relating to the market value  adjusted
               contracts in line with the related assets.



<PAGE>


               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.

               EXPENSES

               Underwriting,  acquisition and other insurance  expenses for 1996
               is made up of $133.9 million of commissions  and $19.8 million of
               general  expenses  offset by the net  capitalization  of deferred
               acquisition  costs totaling $153.9 million.  This compares to the
               same period last year 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.

               Underwriting,  acquisition and other  insurance  expenses in 1994
               were made up 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.

               Interest  expense  increased $4.3 million,  $2.9 million and $3.4
               million  in 1996,  1995 and  1994,  respectively,  as a result of
               Surplus  Notes  totaling  $213  million,  $103  million  and  $69
               million, at December 31, 1996, 1995 and 1994, respectively.

               Income tax reflected a benefit of  $4,038,357  for the year ended
               December 31, 1996, compared with expense of $397,360 and $247,429
               for the years ended December 31, 1995 and 1994, respectively. The
               1996 benefit is related to  management's  release of the deferred
               tax valuation allowance of $9,324,853 established at December 31,
               1995.  Management  believes  that  based  on the  taxable  income
               produced in the current year and the continued  growth in annuity
               products,  the Company will produce  sufficient taxable income in
               the future to realize its deferred tax assets. Income tax expense
               in 1995 and 1994 relates principally to increases in the deferred
               tax valuation  allowance of $1,680,339 and $365,288 for the years
               ended  December 31, 1995 and 1994,  respectively,  as well as the
               Company  being in an  Alternative  Minimum Tax  position for both
               years.

               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
               1996.   The  sales  volume  of  $2.795   billion  was   primarily
               (approximately  96%) 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  1996,  the
               Company  borrowed an  additional  $110 million from its parent in
               the form of Surplus Notes and extended its reinsurance agreements
               (which were 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.

               In addition, 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
               through a trust in a private  placement  which are secured by the
               rights to receive  future  fees and  charges  purchased  from the
               Company.



<PAGE>


               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.

               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 the coming years' sales volume.

               The tremendous growth of this young  organization has depended on
               capital  support  from its parent.  On  December  19,  1996,  the
               company  received  $39  million  from its parent to  support  the
               capital needs of its anticipated 1997 growth in business.

               As of December  31, 1996 and  December  31,  1995,  shareholder's
               equity  was  $126,345,031  and  $59,713,000  respectively,  which
               includes the carrying  value of state  insurance  licenses in the
               amount of $4,712,500 and $4,862,500, 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.

Item 8.        Financial Statements and Supplementary Data


                              FINANCIAL STATEMENTS

                                      INDEX
                                                                        Page(s)

               Independent Auditors' Report                                8

               Consolidated Statements of Financial Condition
                 as of December 31, 1996 and 1995                          9

               Consolidated Statements of Operations for the
                 Years Ended December 31, 1996, 1995 and 1994             10

               Consolidated Statements of Shareholder's Equity for the
                 Years Ended December 31, 1996, 1995 and 1994             11

               Consolidated Statements of Cash Flows for the
                 Years Ended December 31, 1996, 1995 and 1994             12

               Notes to Consolidated Financial Statements                13-26

               Schedules are omitted  because they are either not  applicable or
               because the information required therein is included in the Notes
               to Consolidated Financial Statements.


<PAGE>









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  and subsidiary (a wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1996 and 1995,
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, 1996.
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  and subsidiary as of December 31, 1996 and 1995, and the
results of their  operations and their cash flows for each of the three years in
the period  ended  December  31,  1996 in  conformity  with  generally  accepted
accounting principles.




March 10, 1997

<PAGE>
                                
                   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,      
<S>                                                             <C>                   <C> 
                                                                         1996                  1995
                              
ASSETS                          
                                
Investments:                            
   Fixed maturities - at amortized cost                         $     10,090,369      $     10,112,705
   Fixed maturities - at market value                                 87,369,724                     0 
   Investment in mutual funds - at market value                        2,637,731             1,728,875
   Short-term investments - at amortized cost                         18,100,000            15,700,000
                                
Total investments                                                    118,197,824            27,541,580
                                
Cash and cash equivalents                                             14,199,412            13,146,384
Accrued investment income                                              1,958,546               194,074
Fixed assets                                                             229,780                82,434
Deferred acquisition costs                                           438,640,918           270,222,383
Reinsurance receivable                                                 2,167,818             1,988,042
Receivable from affiliates                                               691,532               860,991
Income tax receivable - current                                                0               563,850
Income tax receivable - deferred                                      17,217,582                     0
State insurance licenses                                               4,712,500             4,862,500
Other assets                                                           2,207,171             1,589,006
Separate account assets                                            7,734,439,793         4,699,961,646
                                
                    Total Assets                                $  8,334,662,876      $  5,021,012,890
                                
LIABILITIES AND SHAREHOLDER'S EQUITY                            
                                
LIABILITIES:                            
Reserve for future contractowner benefits                       $     36,245,936      $     30,493,018
Annuity policy reserves                                               21,238,749            19,386,490
Income tax payable                                                     1,124,151                     0
Accounts payable and accrued expenses                                 65,198,965            32,816,517
Payable to affiliates                                                    685,724               314,699
Future fees payable to parent                                         47,111,936                     0
Payable to reinsurer                                                  79,000,262            64,995,470
Short-term borrowing-affiliate                                        10,000,000            10,000,000
Surplus notes                                                        213,000,000           103,000,000
Deferred contract charges                                                272,329               332,050
Separate account liabilities                                       7,734,439,793         4,699,961,646
                                
                  Total Liabilities                                8,208,317,845         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                                           122,250,117            81,874,666
Unrealized investment gains and losses, net                             (319,631)              111,359
Foreign currency translation, net                                       (263,706)             (328,252)
Retained earnings (deficit)                                            2,678,251           (23,944,773)
                                
                   Total Shareholder's Equity                        126,345,031            59,713,000
                                
                   Total Liabilities and Shareholder's Equity   $  8,334,662,876      $  5,021,012,890
</TABLE>
                                
                 See notes to consolidated financial statements.




                                            
<PAGE>
                   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, 
<S>                                                                <C>                <C>                 <C> 
                                                                        1996                1995               1994
                                                                    ------------       ------------       ------------
                                                        
REVENUES:                                                       
Annuity charges and fees                                           $  69,779,522      $  38,837,358      $  24,779,785
Fee income                                                            16,419,690          6,205,719          2,111,801
Net investment income                                                  1,585,819          1,600,674          1,300,217
Annuity premium income                                                   125,000                  0             70,000
Net realized capital gains/(losses)                                      134,463             36,774             (1,942)
Other                                                                     34,154             64,882             24,550
                                                                    ------------       ------------       ------------        
     Total Revenues                                                   88,078,648         46,745,407         28,284,411
                                                                    ------------       ------------       ------------
                                                        
BENEFITS AND EXPENSES:                                                  
Benefits:                                                       
  Annuity benefits                                                       613,594            555,421            369,652
  Increase/(decrease) in annuity policy reserves                         634,540         (6,778,756)         5,766,003
  Cost of minimum death benefit reinsurance                            2,866,835          2,056,606                  0
  Return credited to contractowners                                      672,635         10,612,858           (516,730)
                                                                    ------------       ------------       ------------          
                                                                       4,787,604          6,446,129          5,618,925
                                                                    ------------       ------------       ------------        
Expenses:                                                       
  Underwriting, acquisition and other insurance expenses              49,765,661         35,820,524         18,792,720
  Amortization of state insurance licenses                               150,000            150,000            150,000
  Interest expense                                                    10,790,716          6,499,414          3,615,845
                                                                    ------------       ------------       ------------
                                                        
                                                                      60,706,377         42,469,938         22,558,565
                                                                    ------------       ------------       ------------
                                                        
     Total Benefits and Expenses                                      65,493,981         48,916,067         28,177,490
                                                                    ------------       ------------       ------------
                                                        
Income (loss) from operations before federal income taxes             22,584,667         (2,170,660)           106,921
                                                        
     Income tax (benefit) expense                                     (4,038,357)           397,360            247,429
                                                                    ------------       ------------       ------------
                                                        
Net income (loss)                                                  $  26,623,024       $ (2,568,020)      $   (140,508)
                                                                    ============        ===========        ===========
</TABLE>
                                                        
                                                        
                 See notes to consolidated financial statements.
                                                        
<PAGE>
                                                
                                                
                   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,
<S>                                                                 <C>                <C>                <C> 
                                                                         1996               1995               1994
                                                
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                                        81,874,666         71,623,932         71,623,932
  Additional contributions                                            40,375,451         10,250,734                  0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                             122,250,117         81,874,666         71,623,932
                                                                     -----------        -----------        -----------
                                                
Unrealized investment gains and losses:                                         
  Balance at beginning of year                                           111,359            (41,655)                 0
  Change in unrealized investment gains and losses, net                 (430,990)           153,014            (41,655)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (319,631)           111,359            (41,655)
                                                
Foreign currency translation:                                           
  Balance at beginning of year                                          (328,252)                 0                  0
  Change in foreign currency translation, net                             64,546           (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (263,706)          (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
Retained earnings (deficit):                                            
  Balance at beginning of year                                       (23,944,773)       (21,376,753)       (21,236,245)
  Net income (loss)                                                   26,623,024         (2,568,020)          (140,508)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                               2,678,251        (23,944,773)       (21,376,753)
                                                                     -----------        -----------        -----------
                                                
                                                
      TOTAL SHAREHOLDER'S EQUITY                                   $ 126,345,031      $  59,713,000      $  52,205,524
                                                                    ============       ============       ============
                                                
</TABLE>
                                             
                 See notes to consolidated financial statements.
    
<PAGE>
<TABLE>
<CAPTION>

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

                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                         <C>                  <C>                  <C> 
                                                                                1996                  1995                 1994
                                                                           ---------------       ---------------     ---------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income (loss)                                                        $    26,623,024       $   (2,568,020)     $     (140,508)
  Adjustments to reconcile net income (loss) to net cash used
    in operating activities:
       Increase/decrease) in annuity policy reserves                             1,852,259           (4,667,765)          6,004,603
       Increase/(decrease) in policy contract claims
      Amortization of bond discount                                                 27,340               23,449              21,964
      Amortization of state insurance licenses                                     150,000              150,000             150,000
      Change in due to/from affiliates                                             540,484             (347,884)            256,779
      Change in income tax payable/receivable                                    1,688,001             (600,849)             36,999
      Increase in other assets                                                    (765,511)            (409,927)           (742,041)
      Increase in accrued investment income                                     (1,764,472)             (20,420)            (44,847)
      Increase in reinsurance receivable                                          (179,776)          (1,988,042)                  0
      Increase in accounts payables and accrued expenses                        32,382,448            1,063,137          13,396,502
      Increase in deferred acquisition costs                                  (168,418,535)         (96,212,774)        (83,986,073)
      Decrease in deferred contract charges                                        (59,721)            (117,654)            (71,117)
      Increase in foreign currency translation, net                                (77,450)            (328,252)                  0
      Deferred income taxes                                                    (16,903,477)                   0                   0
      Realized (gain)/loss on sale of investments                                 (134,463)             (36,774)              1,942
                                                                             -------------        --------------       -------------

  Net cash used in operating activities                                       (125,039,849)        (106,061,775)        (65,115,797)
                                                                             -------------        -------------        -------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturities                                                 (96,812,903)            (614,289)         (1,989,120)
  Proceeds from sales and maturities of available-for-sale fixed maturities      8,732,390                    0                   0
  Proceeds from maturities of held-to-maturity fixed maturities                    215,000              100,000           2,010,000
  Purchase of shares in mutual funds                                            (2,160,347)          (1,566,194)           (922,822)
  Proceeds from sale of shares in mutual funds                                   1,273,640              867,744              38,588
  Net sale (purchase) of short-term investments                                 (2,400,000)           8,300,000          (4,600,000)
  Investments in separate accounts                                          (2,789,361,685)      (1,609,415,439)     (1,365,775,177)
                                                                             -------------        -------------       -------------

  Net cash used in investing activities                                     (2,880,513,905)      (1,602,328,178)     (1,371,238,531)
                                                                             -------------        -------------       -------------

CASH FLOW FROM FINANCING ACTIVITIES:

   Capital contributions from parent                                            40,375,451           10,250,734                   0
   Surplus notes                                                               110,000,000           34,000,000          49,000,000
   Increase in future fees payable to parent                                    47,111,936                    0                   0
   Short-term borrowing
   Increase in payable to reinsurer                                             14,004,792           24,890,064          28,555,190
   Proceeds from annuity sales                                               2,795,114,603        1,628,486,076       1,372,873,747
                                                                             -------------        -------------       -------------

  Net cash provided by financing activities                                  3,006,606,782        1,697,626,874       1,450,428,937
                                                                             -------------        -------------       -------------

Net increase/(decrease) in cash and cash equivalents                             1,053,028          (10,763,079)         14,074,609

Cash and cash equivalents at beginning of year                                  13,146,384           23,909,463           9,834,854
                                                                             -------------        -------------       -------------

Cash and cash equivalents at end of year                                   $    14,199,412       $   13,146,384      $   23,909,463
                                                                             =============        =============       =============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                          $    11,177,120       $      995,496      $      161,398
                                                                             =============        =============       =============

Interest paid                                                              $     7,094,767       $      540,319      $      557,639
                                                                             =============        =============       =============


                                                      See notes to consolidated financial statements.

</TABLE>



<PAGE>

                   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.

         The Company's consolidated financial statements include the accounts of
         Skandia Vida, S.A. de C.V.  ("Skandia  Vida"), a life insurance company
         domiciled in Mexico,  which was formed in 1995 by the  ultimate  parent
         Skandia  Insurance  Company  Ltd.  The  Company  has a 99.9%  ownership
         interest in Skandia Vida, which is a start up company with expectations
         of selling long term savings products 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
                  either  held-to-maturity  or  available-for-sale.  Investments
                  classified  as  held-to-maturity   are  investments  that  the
                  Company has the ability and intent to hold to  maturity.  Such
                  investments are carried at amortized cost.  Those  investments
                  which are  classified  as  available-for-sale  are  carried at
                  market  value and changes in  unrealized  gains and losses are
                  reported as a component of shareholder's equity.

                  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.
<PAGE>


                   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  amounted to $32,641  and $3,749 at December  31,
                  1996 and  1995,  respectively.  Depreciation  expense  for the
                  years ended  December 31, 1996 and 1995 was $28,892 and $3,749
                  respectively.

         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 Table-a with assumed interest
                  rates that vary by issue year.  Assumed  interest rates ranged
                  from 6.5% to 8.25% at both December 31, 1996 and 1995.

                  Annuity   sales  were   $2,795,114,000,   $1,628,486,000   and
                  $1,372,874,000 for the years ended December 31, 1996, 1995 and
                  1994,  respectively.  Annuity contract assets under management
                  were  $7,764,891,000,  $4,704,044,000  and  $2,661,161,000  at
                  December 31, 1996, 1995 and 1994, respectively.



<PAGE>


                   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
                  deferred  and  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>

<S>                                                          <C>                    <C>                   <C> 
                                                                 1996                   1995                 1994
                                                                 ----                   ----                 ----

                  Balance at beginning of year               $270,222,383          $174,009,609         $ 90,023,536

                  Acquisition costs deferred
                  during the year                             190,995,588           106,063,698           85,801,180

                  Acquisition costs amortized
                  during the year                              22,577,053             9,850,924            1,815,107
                                                             ------------          ------------         ------------

                  Balance at end of year                     $438,640,918          $270,222,383         $174,009,609
                                                             ============          ============         ============
</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>

<S>                                                              <C>                  <C>                  <C> 
                                                                 1996                   1995                  1994
                                                                 ----                   ----                 ----

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

                  Contract charges deferred
                  during the year                                42,740                 21,513               87,114

                  Contract charges amortized
                  during the year                               102,461                139,167              158,231
                                                               --------               --------             --------

                  Balance at end of year                       $272,329               $332,050             $449,704
                                                               ========               ========             ========

</TABLE>








<PAGE>


                   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. Separate Account 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 $644,233,883 and
                  $586,233,752  at  December  31,  1996 and 1995,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $644,233,883  and  $588,835,051 at December 31, 1996 and 1995,
                  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  as  adjusted   for
                  consolidated  items  such as net  operating  losses  which are
                  utilized  in the  consolidated  federal  income  tax return in
                  accordance  with the provisions of the Internal  Revenue Code,
                  as amended. Prior to 1995, the Company filed a separate 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.

         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.

                  The Company  reinsures  certain  mortality risks.  These risks
                  result from the  guaranteed  minimum death benefit  feature in
                  the variable annuity products.





<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




3.       INVESTMENTS

         The  amortized  cost,  gross  unrealized  gains  (losses) and estimated
         market  value  of   available-for-sale   and   held-to-maturity   fixed
         maturities  and equity  securities  by category as of December 31, 1996
         and 1995 are shown below.  All securities held at December 31, 1996 are
         publicly traded.

         Investments in fixed  maturities as of December 31, 1996 consist of the
         following:

                                                            Held-to-Maturity
<TABLE>
<CAPTION>
         <S>                           <C>                   <C>                 <C>                <C>     
                                                                Gross               Gross
                                       Amortized             Unrealized          Unrealized            Market
                                         Cost                   Gains              Losses               Value
           
         U.S. Government
         Obligations                  $ 4,299,803             $88,268             $22,937           $ 4,365,134

         Obligations of
         State and Political
         Subdivisions                     250,119                 229                   0               250,348

         Corporate
         Securities                     5,540,447                   0              62,660             5,477,787
                                      -----------             -------             -------           -----------

         Totals                       $10,090,369             $88,497             $85,597           $10,093,269
                                      ===========             =======             =======           ===========
</TABLE>

<TABLE>
<CAPTION>

                                                    Available-for-Sale

         <S>                             <C>                 <C>                 <C>                <C>                      
                                           Gross               Gross
                                         Amortized           Unrealized          Unrealized           Market
                                           Cost                 Gains              Losses              Value
         U.S. Government
         Obligations                    $14,508,780                  0           $ 79,745           $14,429,035

         Obligations of
         State and Political
         Subdivisions                       202,516                 26                  0               202,542

         Other Government
         Obligations                      5,047,790                  0              7,440             5,040,350

         Corporate
         Securities                      68,101,413             83,312            486,928            67,697,797
                                        -----------            -------           --------           -----------

         Totals                         $87,860,499            $83,338           $574,113           $87,369,724
                                        ===========            =======           ========           ===========
</TABLE>







<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1996 are shown below.

<TABLE>
<CAPTION>
                                                        Held-to-Maturity                  Available-for-Sale

         <S>                                        <C>             <C>              <C>               <C>  
                                                    Amortized          Market          Amortized          Market
                                                      Cost              Value            Cost              Value

         Due in one year or less                   $   697,626       $   699,861      $ 5,047,790       $ 5,040,350

         Due after one through five years            9,138,036         9,143,290       29,864,609        29,756,002

         Due after five through ten years              254,707           250,118       52,948,100        52,573,372
                                                   -----------       -----------      -----------       -----------

                          Total                    $10,090,369       $10,093,269      $87,857,499       $87,369,724
                                                   ===========       ===========      ===========       ===========
</TABLE>


         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>

                                              Held-to-Maturity

          <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>


         Proceeds from sales and maturities of fixed maturity investments during
         1996,  1995  and  1994,  were  $8,947,390,   $100,000  and  $2,010,000,
         respectively.

         There were no gross  gains and losses  realized  during the years ended
         December 31, 1996, 1995 and 1994.









<PAGE>


                   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, 1996 and 1995 are shown
         below:

<TABLE>
<CAPTION>

         <S>                         <C>                 <C>                  <C>                 <C>    
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Market
                                       Cost                 Gains               Losses              Value

         1996                        $2,638,695            $ 59,278             $60,242           $2,637,731
                                     ==========            ========             =======           ==========

         1995                        $1,617,516            $111,686             $   327           $1,728,875
                                     ==========            ========             =======           ==========
</TABLE>


         Proceeds from sales of investments in mutual funds during 1996, 1995 
         and 1994 were $1,273,640,  $867,744 and $38,588, respectively.


         Mutual fund gross realized gains and losses were as follows:


                                        Gross               Gross
                                        Gains              Losses

         1996                          $139,814            $ 5,351
                                       ========            =======

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

         1994                          $    510            $ 2,452
                                       ========            =======


4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

         <S>                                           <C>                  <C>                  <C> 
                                                           1996                  1995                 1994
                                                           ----                  ----                 ----

         Fixed maturities                              $  836,591            $  629,743           $  616,987
         Mutual funds                                     143,737                59,895               12,049
         Short-term investments                            92,987               256,351              142,421
         Cash and cash equivalents                        591,666               730,581              633,298
         Interest on policy loans                           5,274                 4,025                1,275
                                                       ----------            ----------           ----------

         Total investment income                        1,670,255             1,680,595            1,406,030

         Investment expenses                               84,436                79,921              105,813
                                                       ----------            ----------           ----------

         Net investment income                         $1,585,819            $1,600,674           $1,300,217
                                                       ==========            ==========           ==========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         The significant components of income tax expense are as follows:
<TABLE>
<CAPTION>

         <S>                                                   <C>                    <C>                 <C> 
                                                                   1996                1995                1994
                                                                   ----                ----                ----

         Current tax expense                                   $12,865,120            $397,360            $247,429

         Deferred tax (benefit) expense                        (16,903,477)                  0                   0
                                                              -------------           --------            --------

         Total income tax (benefit) expense                   ($ 4,038,357)           $397,360            $247,429
                                                              =============           ========            ========
</TABLE>


         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, 1996 and 1995, are as follows:
<TABLE>

         <S>                                                       <C>                          <C> 
                                                                        1996                       1995
                                                                        ----                       ----
         Deferred Tax (Liabilities):
             Deferred acquisition costs                            ($103,072,477)               ($57,399,960)
             Payable to reinsurer                                    (23,025,326)                (19,802,861)
             Policy Fees                                                (491,640)                   (308,304)
             Unrealized investment gains                                       0                     (38,976)
                                                                    ------------                 -----------

             Total                                                  (126,589,443)                (77,550,101)
                                                                    ------------                 -----------

         Deferred Tax Assets:
             Net separate account liabilities                        121,092,798                  72,024,094
             Reserve for future contractowner benefits                12,686,078                  10,672,556
             Other reserve differences                                 4,527,886                   1,492,044
             Deferred compensation                                     4,392,526                   2,169,060
             Surplus notes blocked interest                              548,730                           0
             Unrealized investment losses                                172,109                           0
             Foreign exchange translation                                141,996                     114,888
             Deferred contract charge                                     95,315                     116,218
             AMT credit carryforward                                           0                     286,094
             Other                                                       149,587                           0
                                                                    ------------                 -----------

             Total                                                   143,807,025                  86,874,954
                                                                    ------------                 -----------


             Net before valuation allowance                           17,217,582                   9,324,853

             Valuation allowance                                               0                  (9,324,853)
                                                                    ------------                 -----------

             Net deferred tax balance                               $ 17,217,582                 $         0
                                                                    ============                 ===========
</TABLE>









<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will produce  sufficient  taxable  income in the furture to realize its
         deferred  tax assets.  As such,  the Company  released the deferred tax
         valuation allowance of $9,324,853 established as of December 31, 1995.

         The 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>
         <S>                                                  <C>                 <C>                  <C> 
                                                                  1996                1995                 1994
                                                                  ----                ----                 ----

         Income (loss) before taxes                           $22,584,667         ($2,170,660)           $106,921
             Income tax rate                                           35%                 35%                 35%
                                                              -----------          -----------           ---------

         Tax expense at federal
             statutory income tax rate                          7,904,633            (759,731)              37,422

         Tax effect of:

             Change in valuation allowance                     (9,324,853)          1,680,339              365,288

             Dividend received deduction                       (2,266,051)           (477,139)                   0

             Other                                               (352,086)            (46,109)            (155,281)
                                                              -----------          ----------             --------

         Income tax (benefit) expense                        ($ 4,038,357)         $  397,360             $247,429
                                                              ============         ==========             ========
</TABLE>


6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment)  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.  Operating costs for these items was  $11,581,114,
         $12,687,337  and $8,524,840 for the years ended December 31, 1996, 1995
         and 1994, respectively. Income received for these items was $1,148,364,
         $396,573 and $248,799 for the years ended  December 31, 1996,  1995 and
         1994,  respectively.  Amounts  receivable  from  affiliates  under this
         arrangement  were  $548,792  and  $857,156 as of December  31, 1996 and
         1995,   respectively.   Amounts   payable  to  affiliates   under  this
         arrangement  were  $619,089  and  $304,525 as of December  31, 1996 and
         1995, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



7.       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.

         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
         September 1, 1996 through  December 31, 1996 in the aggregate amount of
         $3,109,502, were made by the Company to the Parent. Interest expense of
         $42,260 has been included in the statement of operations.

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

                        Year Ending
                        December 31,                         Amount

                           1997                            $ 9,308,527
                           1998                              9,782,558
                           1999                             10,002,274
                           2000                             10,061,058
                           2001                              6,412,114
                           2002                              1,392,003
                           2003                                153,402
                                                           -----------

                          Total                            $47,111,936


         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.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)



8.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  American  Skandia   Information   Services  and  Technology
         Corporation.  The lease expense for 1996, 1995 and 1994 was $1,583,391,
         $1,218,806 and $961,080, respectively.  Future minimum lease payments 
         per year and in aggregate as of December 31, 1996 are as follows:

                      1997                                      1,413,180
                      1998                                      1,571,400
                      1999                                      1,571,400
                      2000                                      1,740,750
                      2001 and thereafter                       6,527,813
                                                              -----------

                      Total                                   $12,824,543


9.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements,  the Company  maintains cash,  bonds and notes on deposit
         with various states.  The carrying value of these deposits  amounted to
         $3,766,564   and   $3,267,357  as  of  December  31,  1996,  and  1995,
         respectively.  These  deposits  are required to be  maintained  for the
         protection of contractowners within the individual states.


10.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $275,835,076, $132,493,899 and
         $95,001,971 at December 31, 1996, 1995 and 1994, respectively.

         The statutory basis net loss was $5,405,179,  $7,183,003 and $9,789,297
         for the years ended December 31, 1996, 1995 and 1994, 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, 1996, no amounts may be
         distributed without prior approval.


11.      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 $850,111, $627,161 and $431,559 for the
         years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




         The Company and it's affiliate cooperatively have 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  $9,212,369  and  $4,600,831 as of December 31,
         1996 and 1995, respectively. Payments under this plan were $601,603 for
         the year ended December 31, 1996.

         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
         $244,601 in 1996 and $139,209 in 1995.


12.      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, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>

                                                        1996
                           ------------------------------------------------------------------
         <S>               <C>                     <C>                      <C>   
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners

         Gross                $87,369,693              $814,306                  $779,070
         Ceded                 17,590,171               179,766                   106,435
                              -----------              --------                  --------
         Net                  $69,779,522              $634,540                  $672,635
                              ===========              ========                  ========
</TABLE>


<TABLE>
<CAPTION>
                                                          1995                                                   1994
                           ------------------------------------------------------------------              ----------------
         <S>               <C>                     <C>                     <C>                             <C> 
                                Annuity            Change in Annuity         Return Credited                    Annuity
                           Charges and Fees         Policy Reserves         to Contractowners              Charges and Fees

         Gross                $50,334,280            ($4,790,714)              $10,945,831                    $30,116,166
         Ceded                 11,496,922              1,988,042                   332,973                      5,336,381
                              -----------             ----------               -----------                    -----------
         Net                  $38,837,358            ($6,778,756)              $10,612,858                    $24,779,785
                              ===========             ===========              ===========                    ===========
</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
         agreements.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


13.      SURPLUS NOTES

         The Company has issued surplus notes to its Parent in exchange for 
         cash.  Surplus notes outstanding as of December 31, 1996 were as 
         follows:

                   Issue                                         Interest
                   Date                           Amount           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 expense on surplus notes was $10,087,347, $5,789,893 and 
         $3,016,905 for the  years  ended  December  31,  1996,  1995 and  1994,
         respectively.  Interest approved and paid during 1996 was $6,438,867. 
         Interest accrued at December 31, 1996 amounted to  $3,648,480, of which
         $2,080,680 has been approved and paid in 1997. The remaining $1,567,800
         was not approved for payment.  The 1995 and 1994 amounts were approved 
         at December 31, 1995 with stipulation that they be funded  through a
         capital contribution from the parent.


14.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate.  Upon renewal during 1995 the loan became payable to
         the Parent  rather than  Skandia AB. The loan matures on March 10, 1997
         and bears interest at 6.46%.  The total interest expense to the Company
         was  $642,886,  $709,521 and $569,618 and for the years ended  December
         31, 1996, 1995 and 1994,  respectively,  of which $206,361 and $219,375
         was payable as of December 31, 1996 and 1995, respectively.


15.      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
         8.5% to 1% for contracts held less than 8 years.





<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes   information  with  respect  to  the
         operations of the Company on a quarterly basis:
<TABLE>
<CAPTION>

                                                                            Three Months Ended
         <S>                                       <C>                 <C>                <C>                <C>               
                1996                                  March 31            June 30          September 30       December 31
                ----                                 -----------        -----------        ------------       -----------

         Premiums and other insurance
            revenues                                 $16,605,765        $20,452,733         $22,366,166       $26,933,702
         Net investment income                           455,022            282,926             270,092           577,779
         Net realized capital gains                       92,072             13,106               5,606            23,679
                                                     -----------        -----------         -----------       -----------
         Total revenues                              $17,152,859        $20,748,765         $22,641,864       $27,535,160
                                                     ===========        ===========         ===========       ===========

         Benefits and expenses                       $12,725,411        $ 9,429,735         $17,007,137       $25,191,857
                                                     ===========        ===========         ===========       ===========

         Net income                                  $ 2,658,941        $ 7,695,490         $ 2,538,513       $14,470,976
                                                     ===========        ===========        ============       ===========
</TABLE>
<TABLE>
<CAPTION>


                                                                              Three Months Ended
         <S>                                       <C>                 <C>               <C>                 <C>
                1995                                  March 31            June 30          September 30       December 31
                ----                                -----------         -----------        ------------       -----------

         Premiums and other insurance
            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)
                                                    ===========         ===========         ===========       ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                              Three Months Ended
         <S>                                        <C>                 <C>                <C>                <C>
                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>

         As described in Note 5, the  valuation  allowance  relating to deferred
         income  taxes was released  during the three months ended  December 31,
         1996.




<PAGE>




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  prospectus 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 1996.

<TABLE>
<CAPTION>
               Name and Principal                               Annual          Other Annual            LTIP
               Position                            Year         Salary          Compensation           Payouts

               <S>                                 <C>          <C>                                   <C>     
               Jan R. Carendi                      1996         $505,694                              $114,993
               Chief Executive Officer             1995          200,315
                                                   1994          170,569

               Gordon C. Boronow                   1996         $179,426                             $  54,000
               President & Chief                   1995          157,620
               Operating Officer                   1994          129,121

               Nancy Brunetti                      1996         $155,123                            $    2,547
               Senior Vice President,              1995          110,725
               Customer Service                    1994           89,267

               Lincoln R. Collins                  1996         $208,346                             $  19,099
               Senior Vice President               1995          156,550
               Product Management                  1994           92,700

               Jeffrey Ulness                      1996         $174,333
               Vice President                      1995          136,372
               Product Management                  1994           60,453
</TABLE>


               Long-Term  Incentive  Plans  (LTIP) - 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.


               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 before tax 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>

                                            Number    Period until                   Estimated Future Payouts
               Name                       of Units        Payout             Threshold      Target       Maximum

               <S>                         <C>           <C>                               <C>  
               Jan R. Carendi              135,000        Various                          $1,203,604

               Gordon C. Boronow           135,000        Various                          $1,176,838

               Nancy F. Brunetti            40,000        Various                          $  227,290

               Lincoln R. Collins           49,250        Various                          $  424,182

               Jeffrey M. Ulness            25,000        Various                          $  113,088
</TABLE>


               The following directors compensation is shown below in 1996:

                             Jan R. Carendi                               0

                             Gordon C. Boronow                            0

                             *Nancy F. Brunetti                           0

                             Malcolm M. Campbell                          0

                             *Lincoln R. Collins                          0

                             C. Henrik G. Danckwardt                      0

                             Wade A. Dokken                               0

                             Thomas M. Mazzaferro                         0

                             Gunnar J. Moberg                             0

                             Anders O. Soderstrom                         0

                             Amanda C. Sutyak                             0

                             C. Ake Svensson                              0

                             Bayard F. Tracy                              0


Item 12.       Security Ownership of Certain Beneficial Owners and Management

               None

<PAGE>

Item 13.       Certain Relationships and Related Transactions

               None

PART IV
<TABLE>
<S>            <C>                                                              <C>

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K

               (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>





<PAGE>

<TABLE>
<S>            <C>                                                              <C>
Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K (continued)


              (29)    Information from reports furnished
                      to state insurance regulatory authorities                 None

               (b)    Reports on Form 8-K                                       None

</TABLE>


<PAGE>

                                   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 15, 1997.

                                      
                  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, 1997.



         *Jan R. Carendi
         Jan R. Carendi
         Chief Executive Officer,
         Chairman of the Board and 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        *Gunnar J. Moberg

       *Anders O. Soderstrom     *Amanda C. Sutyak           *C. Ake Svensson

         *Bayard F. Tracy




         By:     /s/M. Patricia Paez
                 -------------------
                    M. Patricia Paez
                    Corporate Secretary


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


<TABLE> <S> <C>
                  
<ARTICLE>               7       
<CIK>           881453  
<NAME>          ASLAC1996        
<MULTIPLIER>            1     
<CURRENCY>              U.S Dollars     
                                
<S>                     <C>             
<PERIOD-TYPE>           12-MOS
<FISCAL-YEAR-END>       Dec-31-1996       
<PERIOD-START>          Jan-01-1996       
<PERIOD-END>            Dec-31-1996       
<EXCHANGE-RATE>                 1       
<DEBT-HELD-FOR-SALE>              87,369,724      
<DEBT-CARRYING-VALUE>             97,950,868      
<DEBT-MARKET-VALUE>               97,462,993      
<EQUITIES>                         2,637,731       
<MORTGAGE>                                 0       
<REAL-ESTATE>                              0       
<TOTAL-INVEST>                   118,197,824     
<CASH>                            14,199,412      
<RECOVER-REINSURE>                 2,167,818       
<DEFERRED-ACQUISITION>           438,640,918     
<TOTAL-ASSETS>                 8,334,662,876 <F1>
<POLICY-LOSSES>                   57,484,685      
<UNEARNED-PREMIUMS>                        0       
<POLICY-OTHER>                             0       
<POLICY-HOLDER-FUNDS>                      0       
<NOTES-PAYABLE>                  213,000,000     
                      0       
                                0       
<COMMON>                           2,000,000       
<OTHER-SE>                       124,345,031     
<TOTAL-LIABILITY-AND-EQUITY>   8,334,662,876   <F2>
                           125,000 
<INVESTMENT-INCOME>                1,585,819       
<INVESTMENT-GAINS>                   134,463 
<OTHER-INCOME>                    86,233,366    <F3>
<BENEFITS>                         4,787,604       
<UNDERWRITING-AMORTIZATION>       22,577,053      
<UNDERWRITING-OTHER>              27,188,608      
<INCOME-PRETAX>                   22,584,667      
<INCOME-TAX>                      (4,038,357)     
<INCOME-CONTINUING>                        0       
<DISCONTINUED>                             0       
<EXTRAORDINARY>                            0  
<CHANGES>                                  0    
<NET-INCOME>                      26,623,024  
<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 
     $7,734,439,793.                   
<F2> Included in Total Liabilities and Equity are Liabilities Related to Separate Accounts of $7,734,439,793.                   
<F3> Other income includes annuity charges and fees of $69,779,522  and  fee income of $16,419,690.                     
</FN>
                                                            

</TABLE>


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