AMERICAN ANNUITY GROUP INC
10-Q, 1994-05-13
INSURANCE CARRIERS, NEC
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                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549


                                    FORM 10-Q


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


   For the Quarterly Period Ended                              Commission File
   March 31, 1994                                              No. 1-11632



                           AMERICAN ANNUITY GROUP, INC.



   Incorporated under                                          IRS Employer
   I.D.
   the Laws of Delaware                                        No. 06-1356481



                  250 East Fifth Street, Cincinnati, Ohio  45202
                                  (513) 333-5300





   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, and (2) has been subject to such
   filing requirements for the past 90 days.  Yes   X       No      




   As of May 1, 1994, there were 39,141,080 shares of the Registrant's Common
   Stock outstanding.  

   <PAGE>






                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                      PART I
                              FINANCIAL INFORMATION

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET
                              (Dollars in millions)

   <TABLE>
   <CAPTION>

                                                  March 31,
                                                          December 31,
                                                      1994 
                                                                 1993 
   <S>                                         <C>          <C>       
   ASSETS
     Investments:
       Fixed maturities:
         Held to maturity - at amortized cost 
          (market - $2,865.3 and $2,751.9)        $2,880.2   $2,633.2 
         Available for sale - at market
          (amortized cost - $1,494.8 and $1,667.0) 1,524.6    1,754.5 
       Equity securities - at market (cost - $12.3
         and $12.8)                                   23.8       25.9 
       Investment in affiliate                        25.6       25.2 
       Mortgage loans on real estate                  44.2       52.1 
       Real estate, net of accumulated depreciation
         of $4.4 and $4.6                             27.8       26.1 
       Policy loans                                  168.3      166.6 
       Short-term investments                         15.5       57.0 
         Total investments                         4,710.0    4,740.6 

     Cash                                              6.1       15.0 
     Marketable securities, restricted in use          3.7        4.4 
     Accrued investment income                        75.6       66.9 
     Deferred policy acquisition costs, net           45.3       39.2 
     Other assets                                     65.2       47.7 

         Total assets                             $4,905.9   $4,913.8 


   LIABILITIES AND STOCKHOLDERS' EQUITY
     Annuity policyholders' funds accumulated     $4,315.6   $4,256.7 
     Long-term debt                                  221.8      225.9 
     Payable for securities purchased                 44.3       68.0 
     Payable to affiliates, net                       16.0       28.3 
     Accounts payable, accrued expenses and other
       liabilities                                    74.7       84.6 
         Total liabilities                         4,672.4    4,663.5 

     Series A Preferred Stock                           -        29.9 
     Common Stock, $1 par value
       -100,000,000 shares authorized
       -39,141,080 and 35,097,447 shares outstanding  39.1       35.1 
     Capital surplus                                 333.1      301.0 
     Retained earnings (deficit)                    (163.4)    (172.6)
     Unrealized gain on marketable securities, net of
       deferred income taxes and insurance adjustments
                                                      24.7       56.9 
         Total stockholders' equity                  233.5      250.3 

         Total liabilities and stockholders' equity
                                                  $4,905.9   $4,913.8 

   </TABLE>
   <PAGE>





                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED INCOME STATEMENT
                     (In millions, except per share amounts)


                                                           
                                                   Three months ended 
                                                           
                                                        March 31,     
                                                      1994        1993
   Revenues:
     Net investment income                          $ 90.4      $ 86.4
     Realized gains on sales of investments            0.6        13.5
     Equity in net earnings of affiliate               1.6         1.3
     Other income                                      0.3         0.2
                                                      92.9       101.4
   Costs and Expenses:
     Benefits to annuity policyholders                59.2        59.2
     Interest on borrowings and other debt expenses    6.3         5.3
     Amortization of deferred policy acquisition costs 1.7         4.1
     Provision for GALIC relocation expenses            -          8.0
     Other operating and general expenses              9.0         7.4
                                                      76.2        84.0
   Income before taxes, extraordinary items
     and accounting change                            16.7        17.4
   Provision for income taxes                          5.9         5.9

   Income before extraordinary items
     and accounting change                            10.8        11.5

   Extraordinary items, net of tax                    (1.1)         - 
   Cumulative effect of accounting change             (0.5)         - 

   Net Income                                       $  9.2      $ 11.5


     Preferred dividend requirement                    0.9         0.9

     Net income applicable to Common Stock          $  8.3      $ 10.6

     Average Common Shares outstanding                35.1        35.1


   Earnings (loss) per share:
     Income from operations                          $0.28       $0.30
     Extraordinary items                             (0.03)         - 
     Cumulative effect of accounting change          (0.01)         - 
     Net income                                      $0.24       $0.30



   <PAGE>
















                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (In millions)

                                                           
                                                  Three months ended  
                                                           
                                                       March 31,      
                                                      1994       1993 
   Preferred Stock:
     Balance at beginning of period                 $ 29.9     $ 29.4 
     Exchanged for Common Stock                      (30.0)        -  
     Accretion of discount                             0.1        0.1 
       Balance at end of period                     $   -      $ 29.5 


   Common Stock:
     Balance at beginning of period                 $ 35.1     $ 35.1 
     Issued during the period                          4.0         -  
       Balance at end of period                     $ 39.1     $ 35.1 


   Capital Surplus:
     Balance at beginning of period                 $301.0     $306.3 
     Common Stock issuance                            33.0         -  
     Preferred dividends declared                     (0.8)        -  
     Accretion of preferred stock discount            (0.1)      (0.1)
       Balance at end of period                     $333.1     $306.2 


   Retained Earnings (Deficit):
     Balance at beginning of period                ($172.6)   ($212.6)
     Net Income                                        9.2       11.5 
       Balance at end of period                    ($163.4)   ($201.1)


   Unrealized Gains, Net:
     Balance at beginning of period                 $ 56.9     $ 28.4 
     Change during period                            (32.2)      21.2 
       Balance at end of period                     $ 24.7     $ 49.6 



   <PAGE>
























                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)
   <TABLE>
   <CAPTION>
                                                           
                                                  Three months ended  
                                                           
                                                       March 31,      
                                                      1994       1993 
   <S>                                            <C>          <C>    
   Operating activities:
     Net income                                     $  9.2     $ 11.5 
     Adjustments:
       Extraordinary losses on retirement of debt      1.1         -  
       Cumulative effect of accounting change          0.5         -  
       Benefits to annuity policyholders              59.2       59.2 
       Provision for GALIC relocation expenses          -         8.0 
       Amortization of deferred policy acquisition costs
                                                       1.7        4.1 
       Equity in net earnings of affiliate            (1.6)      (1.3)
       Depreciation and amortization                  (2.2)       1.3 
       Realized gains on investing activities         (0.6)     (13.5)
       Increase in accrued investment income          (8.7)     (15.4)
       Increase in deferred policy acquisition costs  (6.4)      (3.5)
       Decrease in accounts payable, accrued expenses
         and other liabilities                        (6.0)      (6.1)
       Other, net                                     (0.5)      (2.1)
                                                      45.7       42.2 

   Investing activities:
     Purchases of:
       Fixed maturity investments                   (408.7)    (695.9)
       Real estate, mortgage loans and other assets   (3.1)      (0.2)
     Maturities and paydowns of fixed maturity investments       53.6 67.8 
     Sales of:
       Fixed maturity investments                    241.8      304.1 
       Equity securities                               0.5       15.6 
       Real estate, mortgage loans and other assets    9.9        0.4 
     Increase in policy loans                         (1.6)      (3.0)
                                                    (107.6)    (311.2)

   Financing activities:
     Annuity receipts                                 94.9      106.8 
     Annuity benefits and withdrawals                (86.4)     (71.0)
     Additions to long-term debt                       3.0      125.0 
     Reductions of long-term debt                       -      (120.5)
                                                      11.5       40.3 

   Net decrease in cash and short-term investments   (50.4)    (228.7)

   Cash and short-term investments at beginning of period
                                                      72.0      256.5 
   Cash and short-term investments at end of period $ 21.6     $ 27.8 

   </TABLE>
   <PAGE>













                        AMERICAN ANNUITY GROUP, INC. 10-Q

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   A. Accounting Policies

      Basis of Presentation  The accompanying consolidated financial
      statements for American Annuity Group, Inc. ("AAG" or the "Company") and
      subsidiaries are unaudited, but management believes that all adjustments
      (consisting only of normal recurring accruals unless otherwise disclosed
      herein) necessary for fair presentation have been made.  The results of
      operations for interim periods are not necessarily indicative of results
      to be expected for the year.  The financial statements have been
      prepared in accordance with the instructions to Form 10-Q and therefore
      do not include all information and footnotes necessary to be in
      conformity with generally accepted accounting principles.  Certain
      reclassifications have been made to prior periods to conform to the
      current year's presentation.

      American Financial Corporation and subsidiaries ("AFC") owned 31,319,629
      shares (80%) of AAG's Common Stock at March 31, 1994.

      Investments  When available, fair values for investments are based on
      prices quoted in the most active market for each security.  If quoted
      prices are not available, fair value is estimated based on present
      values, fair values of comparable securities, or similar methods.

      AAG implemented Statement of Financial Accounting Standards ("SFAS") No.
      115, "Accounting for Certain Investments in Debt and Equity Securities",
      beginning December 31, 1993.  This standard requires that (i) debt
      securities be classified as "held to maturity" and reported at amortized
      cost if AAG has the positive intent and ability to hold them to
      maturity, (ii) debt and equity securities be classified as "trading" and
      reported at fair value, with unrealized gains and losses included in
      earnings, if they are bought and held principally for selling in the
      near term and (iii) debt and equity securities not classified as held to
      maturity or trading be classified as "available for sale" and reported
      at fair value, with unrealized gains and losses reported as a separate
      component of stockholders' equity.  Only in certain limited
      circumstances, such as significant issuer credit deterioration or if
      required by insurance or other regulators, may a company change its
      intent to hold a certain security to maturity without calling into
      question its intent to hold other debt securities to maturity in the
      future.

      Short-term investments are carried at cost; mortgage loans on real
      estate are generally carried at amortized cost; policy loans are stated
      at the aggregate unpaid balance.  Carrying amounts of these investments
      approximate their fair value.

      Gains or losses on sales of securities are recognized at the time of
      disposition with the amount of gain or loss determined on the specific
      identification basis.  When a decline in the value of a specific
      investment is considered to be other than temporary, a provision for
      impairment is charged to earnings and the carrying value of that
      investment is reduced.  Premiums and discounts on CMOs are amortized
      over their expected average lives using the interest method.

      Investment in Affiliates  AAG's investments in equity securities of
      companies that are 20% to 50% owned by AFC and its subsidiaries are
      carried at cost, adjusted for a proportionate share of their
      undistributed earnings or losses.  





   <PAGE>



































































                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      Deferred Policy Acquisition Costs ("DPAC")  DPAC (principally new
      commissions, advertising, underwriting, policy issuance and sales
      expenses that vary with and are primarily related to the production of
      new business) are deferred and amortized, with interest, in relation to
      the present value of expected gross profits on the policies.  These
      gross profits consist principally of net investment income and future
      surrender charges, less interest on policyholders' funds and future
      policy administration expenses.  DPAC is reported net of unearned
      revenue relating to certain policy charges that represent compensation
      for future services.  These unearned revenues are recognized as income
      using the same assumptions and factors used to amortize DPAC.

      Beginning with the implementation of SFAS No. 115 in 1993, to the extent
      that unrealized gains from securities classified as "available for sale"
      would result in adjustments to DPAC, unearned revenues and policyholder
      liabilities had those gains actually been realized, such balance sheet
      amounts are adjusted, net of deferred taxes.

      Annuity Policyholders' Funds Accumulated  Annuity premium deposits and
      benefit payments are generally recorded as increases or decreases in
      "annuity policyholders' funds accumulated" rather than as revenue and
      expense.  Increases in this liability for interest credited are charged
      to expense and decreases for surrender charges are credited to other
      income.

      The fair value of the liability for annuities in the payout phase is
      assumed to be the present value of the anticipated cash flows,
      discounted at current interest rates.  Fair value of annuities in the
      accumulation phase is assumed to be the policyholders' cash surrender
      amount.

      Income Taxes  As of December 31, 1992, AAG and its 80%-owned
      subsidiaries were  consolidated with AFC for federal income tax
      purposes.

      AAG and GALIC have separate tax allocation agreements with AFC which
      designate how tax payments are shared by members of the tax group.  In
      general, both companies compute taxes on a separate return basis.  GALIC
      is obligated to make payments to (or receive benefits from) AFC based on
      taxable income without regard to temporary differences.  In accordance
      with terms of AAG's indentures, AAG receives GALIC's tax allocation
      payments for the benefit of AAG's deductions arising from current
      operations.  If GALIC's taxable income (computed on a statutory
      accounting basis) exceeds a current period net operating loss of AAG,
      the taxes payable by GALIC associated with the excess are payable to
      AFC.  If the AFC tax group utilizes any of AAG's net operating losses or
      deductions that originated prior to 1993, AFC will pay to AAG an amount
      equal to the benefit received.

      The Company recognizes deferred tax assets if it is more likely than not
      that a benefit will be realized.  Deferred income tax assets and
      liabilities are determined based on differences between financial
      reporting and tax bases and are measured using enacted tax rates. 
      Current and deferred tax assets and liabilities are aggregated with
      other amounts receivable or payable to affiliates.

   <PAGE>






                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      Debt Issuance Costs  Debt expenses are amortized over the terms of the
      respective borrowings on the interest method.

      Statement of Cash Flows  For cash flow purposes, "investing activities"
      are defined as making and collecting loans and acquiring and disposing
      of debt or equity instruments and property and equipment.  "Financing
      activities" include annuity receipts, surrenders and withdrawals and
      obtaining resources from owners and providing them with a return on
      their investments.  All other activities are considered "operating". 
      For purposes of the Statement of Cash Flows, all unrestricted, highly
      liquid investments with a maturity of three months or less at time of
      purchase are classified as short-term investments.

      Benefit Plans  AAG and certain of its subsidiaries provide certain
      benefits to former employees.  Effective January 1, 1994, AAG
      implemented SFAS No. 112, "Employers' Accounting for Postemployment
      Benefits".

      AAG participates in an Employee Stock Ownership Retirement Plan
      ("ESORP") covering all employees who are qualified as to age and length
      of service.  The ESORP is a trusteed, noncontributory plan which invests
      in securities of AAG for the benefit of the employees of AAG and its
      subsidiaries.  Contributions are discretionary by the directors of AAG
      and are charged against earnings in the year for which they are
      declared.  Qualified employees having vested rights in the plan are
      entitled to benefit payments at age 60.  

   B. Investments

      The carrying value of AAG's fixed maturity portfolio was comprised of
      the following at March 31, 1994:

                                            Held to Available
                                           Maturity  for Sale  Total 
         U. S. Government and government
           agencies and authorities             0%        1%      1% 
         Public utilities                      10         2      12  
         Collateralized mortgage obligations   12        21      33  
         All other corporate                   43        11      54  
                                               65%       35%    100% 


       The carrying values of investments were determined after deducting
       cumulative provisions for impairment aggregating $13.2 million and
       $14.4 million at March 31, 1994 and December 31, 1993, respectively.

       "Investing activities" related to fixed maturity investments during
       1994 in AAG's Statement of Cash Flows consisted of the following:

                                            Held to Available
                                           Maturity  For Sale  Total 

         Purchases                         ($235.9)  ($172.8)($408.7)
         Maturities and paydowns              14.7      38.9    53.6 
         Sales                                 5.4     236.4   241.8 
   <PAGE>







                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   C.  Investment in Affiliates

       Investment in affiliates represents AAG's 5% ownership of the common
       stock of Chiquita Brands International, which is accounted for under
       the equity method.  AFC and its other subsidiaries own an additional
       41% interest in the common stock of Chiquita.  Chiquita is a leading
       international marketer, processor and producer of quality food
       products.  The market value of AAG's investment in Chiquita was
       approximately $45 million at March 31, 1994 and $37 million at
       May 6, 1994, compared to $31 million at December 31, 1993.  

       In the first quarter of 1994, AAG recorded a pretax extraordinary
       charge of $1.1 million, representing its proportionate share of
       Chiquita's loss on the retirement of debt.

   D.  Deferred Policy Acquisition Costs

       The DPAC balances at March 31, 1994 and December 31, 1993 are shown net
       of unearned revenues of $149.3 million and $146.2 million,
       respectively.

   E.  Long-Term Debt

   <TABLE>
       Long-term debt consisted of the following (in millions):
   <CAPTION>                                       
                                                 March 31, December 31,
                                                     1994         1993 
           <S>                                   <C>          <C>      
           11-1/8% Senior Subordinated Notes due 2003
                                                   $117.9       $125.0 
           9-1/2% Senior Notes due 2001             100.0        100.0 
           Other                                      3.9          0.9 
                Total                              $221.8       $225.9 
   </TABLE>

       On March 31, 1994, AAG retired $7.1 million principal amount of 11-1/8%
       notes in exchange for approximately 810,000 shares of Common Stock,
       realizing a pretax loss of approximately $570,000.

       In 1994, AAG entered into a four-year, $30 million revolving line of
       credit agreement with two banks.  Loans under the line of credit bear
       interest at rates approximating prime and are collateralized by 15% of
       the Common Stock of GALIC.  No amounts have been borrowed under this
       line.

       AAG has no scheduled principal payments on its debt until the year 2001.

   F.  Stockholders' Equity

       The Company is authorized to issue 25,000,000 shares of Preferred Stock,
       par value $1.00 per share.  In connection with the acquisition of GALIC,
       AAG issued 450,000 shares of Series A Cumulative Preferred Stock to a
       subsidiary of AFC.   The Series A Preferred Stock had a redemption value
       of $100 per share and paid dividends at the rate of $7.00 per share per
       annum.  The preferred shares issued were recorded at $29.4 million
       (imputed dividend rate of 12% through 2007) with the excess paid of
       $15.6 million credited to capital surplus.  On March 31, 1994, AAG
       issued approximately 3.2 million shares of Common Stock in exchange for





       the Series A Preferred shares. 
   <PAGE>


































































                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   G.  Contingencies

       The Company is presently conducting investigations or clean-up
       activities relating to the discontinued operations in accordance with
       consent agreements with state environmental agencies.  Based on the
       costs incurred over the past several years and discussions with
       independent environmental consultants, management does not believe that
       these clean-up activities will have a material effect upon the Company's
       financial position, results of operations or cash flows.

       "Marketable securities, restricted in use" consists primarily of amounts
       held in escrow with respect to certain clean-up activities due to sales
       of various discontinued operations.

   H.  Statutory Information

       GALIC is required to file financial statements with state insurance
       regulatory authorities prepared on an accounting basis prescribed or
       permitted by such authorities (statutory basis).  For the three months
       ended March 31, 1994, GALIC's statutory net income was $14.7 million
       compared to $3.4 million for the same period in 1993.  Certain statutory
       balance sheet amounts were as follows (in millions):

                                            March 31, December 31,
                                                1994         1993 
               Policyholders' surplus         $259.1       $251.3 
               Asset valuation reserve          81.1         70.3 
               Interest maintenance reserve     33.9         35.7 

       The amount of dividends which can be paid by GALIC without prior
       approval of regulatory authorities is subject to restrictions relating
       to capital and surplus and statutory net income.  Without prior
       approval, GALIC may pay approximately $44.0 million in dividends in
       1994, based on statutory net income for the year ended December 31,
       1993.
   <PAGE>



























                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
                 of Financial Condition and Results of Operations


   GENERAL

   AAG is organized as a holding company with nearly all of its operations
   being conducted by its subsidiary, 100% owned Great American Life Insurance
   Company ("GALIC").  The parent corporation, however, has continuing
   expenditures for administrative expenses, corporate services, liabilities in
   connection with discontinued operations and, most importantly, for the
   payment of interest on borrowings.  Since its business is financial in
   nature, AAG does not prepare its consolidated financial statements using a
   current-noncurrent format.  Consequently, certain traditional ratios and
   financial analysis tests are not meaningful.

   LIQUIDITY AND CAPITAL RESOURCES  

   Ratios  The ratio of AAG's long-term debt to equity was 0.95 at March 31,
   1994, compared to 0.90 at December 31, 1993 and 1.24 at December 31, 1992. 
   AAG's ratio of earnings to fixed charges was 3.4 for the first three months
   of 1994.

   Sources and Uses of Funds  On March 31, 1994, AAG issued 4.0 million shares
   of Common Stock in exchange for all of its Preferred Stock and $7.1 million
   principal amount of its 11-1/8% Notes (see Notes E and F).  As a result,
   AAG's preferred dividend requirements have been eliminated and annual
   interest payments on AAG's debt are approximately $22.6 million.  AAG's
   ability to make payments for interest and other holding company costs is
   dependent primarily on cash payments from GALIC.  In the first quarter of
   1994, AAG received $1.0 million in tax allocation payments and $10.0 million
   in dividends from GALIC.

   Capital distributions by GALIC are subject to various laws and regulations
   which limit the amount of dividends that can be paid without regulatory
   approval.  The maximum amount of dividends payable by GALIC in 1994 without
   approval is approximately $44.0 million.

   AAG has a four-year, $30 million revolving line of credit agreement with two
   banks.  Borrowings thereunder may be used for general corporate purposes. 
   AAG has not made any cash draws under this agreement.  Based upon the
   current level of GALIC's operations and anticipated growth, AAG believes
   that it will have sufficient resources from GALIC's dividends and tax
   allocation payments to meet its liquidity requirements.

   <PAGE>




















                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Investments  The Ohio Insurance Code contains rules restricting the types
   and amounts of investments which are permissible for an Ohio life insurer,
   including GALIC.  These rules are designed to ensure the safety and
   liquidity of the insurer's investment portfolio.  The NAIC is considering
   the formulation of a model investment law which, if adopted, would have to
   be considered by Ohio for adoption.  The formulation is in the preliminary
   stages and management believes its impact on GALIC's operations will not be
   material. 
    
   The National Association of Insurance Commissioners ("NAIC") assigns quality
   ratings to publicly traded as well as privately placed securities.  These
   ratings range from Class 1 (highest quality) to Class 6 (lowest quality). 
   The following table shows GALIC's fixed maturity portfolio by NAIC
   designation (and comparable Standard & Poor's Corporation rating) as of
   March 31, 1994.

         NAIC                                       % of Total 
         Rating  Comparable S&P Rating             Market Value
            1    AAA, AA, A                              56%   
            2    BBB                                     38    
                      Total investment grade             94    
            3    BB                                       4    
            4    B                                        2    
            5    CCC, CC, C                               *    
            6    D                                        -    
                      Total non-investment grade          6    
                      Total fixed maturities            100%   
                         
   [FN]
         * less than 1%

   Management believes that the high credit quality of GALIC's investment
   portfolio should generate a stable and predictable overall investment
   return.

   AAG invests primarily in fixed income investments which approximated 98% of
   its investment portfolio at March 31, 1994.  GALIC generally invests in
   securities with intermediate-term maturities with an objective of optimizing
   interest yields while maintaining an appropriate relationship of maturities
   between GALIC's assets and expected liabilities.  GALIC's fixed maturity
   portfolio is classified into two categories:  "held to maturity" and
   "available for sale" (see Note A to the unaudited financial statements).

   As of March 31, 1994, the unrealized gains on GALIC's fixed maturity
   portfolio had decreased $191 million since year end 1993.  This decrease,
   representing approximately 4% of the carrying value of GALIC's bond
   portfolio, resulted primarily from an increase in the general level of
   interest rates.

   At March 31, 1994, none of the Company's fixed maturity investments were
   non-performing.  In addition, AAG's mortgage loans and real estate
   represented only 1.5% of total assets.  The majority of mortgage loans and
   real estate was purchased in the latter half of 1993.

   <PAGE>







                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   At March 31, 1994, collateralized mortgage obligations ("CMOs") represented
   approximately one-third of fixed maturity investments.  As of March 31,
   1994, interest only (I/O), principal only (P/O) and other "high risk" CMOs
   were less than 0.1% of total assets.  GALIC invests primarily in CMOs which
   are structured to minimize prepayment risk.  In addition, the majority of
   CMOs held by GALIC were purchased at a discount to par value.  Management
   believes that the structure and discounted nature of the CMOs will minimize
   the effect of prepayments on earnings over the anticipated life of the CMO
   portfolio.

   Substantially all of GALIC's CMOs are AAA-rated by Standard & Poor's
   Corporation and are collateralized by GNMA, FNMA and FHLMC single-family
   residential pass-through certificates.  The market in which these securities
   trade is highly liquid.  Aside from interest rate risk, AAG does not believe
   a material risk (relative to earnings or liquidity) is inherent in holding
   such investments.

   RESULTS OF OPERATIONS  

   Pretax Earnings and General  Pretax earnings from operations (before
   realized gains and one-time charges) were $16.1 million in the first quarter
   of 1994 compared to $11.9 million for the same period in 1993.  This
   improvement can be attributed primarily to the increased interest rate
   spreads achieved in the first quarter of 1994.

   All of GALIC's products are fixed rate annuities which permit GALIC to
   change the crediting rate at any time (subject to minimum interest rate
   guarantees of 3% to 4% per annum).  As a result, management has been able to
   react to changes in interest rates and maintain a desired interest rate
   "spread" with little or no effect on persistency.

   The following table summarizes GALIC's annuity receipts (in millions):

                                                  
                                           Three months ended
                                                  
                                                March 31,    
                                              1994       1993
           FPDAs:
             First Year                       $ 11       $ 12
             Renewal                            55         61
                                                66         73
           SPDAs                                29         34
             Total Annuity Receipts           $ 95       $107

   Total annuity receipts decreased $12 million (11%) in the first three months
   of 1994 compared to the same period in 1993.  Management believes that this
   decrease was due in part to the earthquake in Southern California, which is
   a substantial premium production area for AAG.  Management's discussions
   with several agents also indicated that the severe winter weather in January
   and February 1994, along with other issues, had a negative impact on the
   first quarter premium production.  Annuity receipts in March and April of
   1994 slightly exceeded the comparable amounts in 1993.



   <PAGE>







                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Net Investment Income  GALIC's net investment income increased 5% over its
   comparable 1993 quarter.  An increase in average fixed maturity investments
   more than offset a decrease in interest rates available in the marketplace. 
   Investment income is reflected in the Income Statement net of investment
   expenses of $1.2 million in 1994 and 1993.

   Realized Gains  Individual securities are sold from time to time as market
   opportunities appear to present optimal situations under AAG's investment
   strategies.

   Equity in Net Earnings of Chiquita Brands International  Chiquita's
   quarterly results are subject to significant seasonal variations and are not
   necessarily indicative of its results of operations for a full fiscal year. 
   Seasonal pricing generally produces stronger earnings in the first six
   months of the year.

   Benefits to Annuity Policyholders  GALIC's first quarter 1994 benefits to
   annuity policyholders equalled GALIC's comparable 1993 quarter.  An increase
   in average annuity policyholders' funds accumulated was more than offset by
   a decrease in overall interest rates credited to policyholders' funds.  The
   average crediting rate on funds held by GALIC has decreased from 6.2% at
   December 31, 1992 to 5.3% at December 31, 1993 and March 31, 1994.  The rate
   at which GALIC credits interest on annuity policyholders' funds is subject
   to change based on management's judgment of market conditions.

   Amortization of Deferred Policy Acquisition Costs (DPAC)  DPAC amortization
   in the first quarter of 1994 was $1.7 million compared to $4.1 million
   during the first quarter of 1993.  The decrease resulted primarily from a
   year-end 1993 review of DPAC assumptions, which resulted in changes in
   certain factors, including (i) estimated future profits on deferred
   annuities that have suspended premium payments but have not lapsed, (ii) the
   time frame over which DPAC is amortized, and (iii) estimated future spreads
   on inforce annuity policies.

   Provision for GALIC Relocation Expenses  In 1993, GALIC relocated its
   corporate offices from Los Angeles to Cincinnati.  The estimated cost of
   this move ($8.0 million) was expensed in the first quarter of 1993.

   Extraordinary Items  On March 31, 1994, AAG retired approximately $7.1
   million principal amount of its 11-1/8% Senior Subordinated Notes realizing
   a pretax loss of approximately $570,000.

   In addition, AAG recorded a pretax charge of approximately $1.1 million,
   representing AAG's proportionate share of Chiquita's extraordinary loss on
   the retirement of certain of its debt in the first quarter of 1994.

   Accounting Change  Effective January 1, 1994, AAG implemented SFAS No. 112,
   "Employers' Accounting for Postemployment Benefits", and recorded a pretax
   charge of $740,000 for the projected future costs of providing certain
   benefits to former employees of GALIC.
   <PAGE>











                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                     PART II
                                OTHER INFORMATION


                                      ITEM 6

                         Exhibits and Reports of Form 8-K

       (a) Exhibits - None

       (b) Reports on Form 8-K's:

             Date of Report      Items Reported
             April 6, 1994       Common Stock issued in exchange for Preferred
                                 Stock and Senior Subordinated Notes.





                                    Signature



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   Registrant has duly caused this report to be signed on its behalf by the
   undersigned duly authorized.


                                      American Annuity Group, Inc.



   May 13, 1994                       BY:                                
                                         William J. Maney
                                         Senior Vice President, Treasurer
                                           and Chief Financial Officer














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