SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 31, 1994
_________________
American Annuity Group, Inc.
__________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11632 06-1356481
_________________________________________________________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 East Fifth Street, Cincinnati, OH 45202
__________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (513) 333-5300
________________
__________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On March 31, 1994, American Annuity Group, Inc. concurrently
consummated two exchange transactions involving its securities. These
transactions are more fully described in the press release attached hereto
as Exhibit 7(c)(99).
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits.
(c)(99) Press Release dated March 31, 1994
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ANNUITY GROUP, INC.
April 5, 1994 BY:s/ Mark F. Muething
_______________________________
Mark F. Muething
Senior Vice President,
General Counsel and Secretary
<PAGE>
Exhibit (c)(99)
AMERICAN ANNUITY GROUP, INC.
CONSUMMATES CAPITAL TRANSACTIONS
FOR IMMEDIATE RELEASE
(Cincinnati, Ohio -- March 31, 1994) - American Annuity Group, Inc.
(NYSE: AAG) announced today that it simultaneously consummated two exchange
transactions involving its securities.
The Company issued approximately 3.2 million shares of its Common Stock
to a subsidiary of American Financial Corporation ("AFC"), its majority
shareholder, in exchange for all 450,000 outstanding shares of the Company's
Series A Preferred Stock. The Preferred Stock, which has a liquidation
value of $45 million and an annual dividend rate of $7.00 per share had been
issued in connection with the Company's acquisition of Great American Life
Insurance Company. The Preferred Stock is being acquired at a total price
of $29.9 million, which is the Company's carrying value for these securities
based on an imputed dividend rate of 12%. The Common Stock was issued based
on a price of $9.25 per share. A Special Committee of the Board of
Directors has determined, based in part on preliminary advice received from
an investment banking firm, that the transaction is fair to the Company's
minority shareholders. However, the consideration paid by the Company is
subject to adjustment based on the final opinion of the investment banking
firm.
In a concurrent transaction, American Annuity issued approximately
810,000 shares of its Common Stock to entities affiliated with Fidelity
Investments in exchange for $7.1 million principal amount of the Company's
11-1/8% Senior Subordinated Notes due 2003.
After giving effect to these transactions, the Company has
approximately 39.1 million shares of Common Stock outstanding. AFC's
ownership percentage of American Annuity was not affected by these
transactions and remains at 80%.
S. Craig Lindner, President of American Annuity, commented, "Coupled
with our strong 1993 results, these transactions further improve American
Annuity's capital structure by increasing common stockholders' equity $37
million while reducing long-term debt by $7 million. In addition, American
Annuity's preferred dividend and interest obligations will be reduced by
nearly $4 million a year. As a result, we believe these transactions are
beneficial to stockholders and significant to the Company as we continue to
strengthen and expand our operations."
American Annuity, through Great American Life Insurance Company, is
engaged in the sale of tax-deferred annuities primarily to employees of
educational and not-for-profit institutions.
# # #
For further information, please contact:
S. Craig Lindner, (513) 579-2529
<PAGE>
