As filed with the Securities and Exchange Commission on August 23, 1994
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMERICAN ANNUITY GROUP, INC.
Delaware 06-1356481
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 333-5300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
AAG Employee Stock Purchase Plan
(Full title of the plan)
Mark F. Muething
Senior Vice President, General Counsel and Secretary
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 333-5515
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Security Offering Price PerAggregate
Offering
to be Registered Amount to be Registered SharePriceAmount
of Registration Fee
<S> <C>
<C> <C> <C>
Common Stock, $1
par value per share... 1,000,000 shares $9.50*
$9,500,000* $2,969
<FN>
*Fee calculated pursuant to Rule 457(c).
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
3. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994.
4. The Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 1994.
5. The description of the Common Stock contained in a Form 10
filed by the Registrant with the Securities and Exchange
Commission on May 22, 1987.
6. All other documents filed by the Registrant with the
Securities and Exchange Commission after the date hereof pursuant
to Sections 13(a), 13(c), 14 and 15(d), prior to the filing of a
post-effective amendment hereto which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock offered hereby has been
passed on for the Registrant by Mark F. Muething, Esq., Senior Vice
President, General Counsel and Secretary of the Registrant. Mr. Muething is
a full-time employee of the Registrant and owns 3,000 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL")
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believe to be in, or not opposed to, the best interest of the corporation,
and in connection with any criminal suit or proceeding, if in connection
with the matters in issue, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them if, in connection
<PAGE>
with the matters in issue, they acted in good faith, in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and without negligence or misconduct in the performance of
their duties to the corporation. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article VII of the Registrant's By-Laws provides for
indemnification of directors and officers similar to that provided in
Section 145 of DGCL.
Reference is made to Section 102(b)(7) of the DGCL, which enables
a corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the liability of directors to the extent permitted by Section 102(b)(7) of
the DGCL.
The Registrant also maintains directors' and officers'
reimbursement and liability insurance and has entered into agreements with
its directors and officers providing for indemnification in certain events.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 AAG Employee Stock Purchase Plan
5.1 Opinion of Mark F. Muething, Esq.
23.1 Consent of Deloitte & Touche
23.2 Consent of Ernst & Young
23.3 Consent of Mark F. Muething, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney (contained in, and incorporated herein by
reference to, the signature page of the Registration Statement)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
<PAGE>
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liability (other
than payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Cincinnati, State of Ohio, on August
22, 1994.
AMERICAN ANNUITY GROUP, INC.
By:__________________________________
Name: Robert A. Adams
Title: Executive Vice President
and Chief Operating Officer
We, the undersigned officers and directors of American Annuity
Group, Inc. hereby severally constitute and appoint Mark F. Muething, our
true and lawful attorney with full power to him, to sign for us and in our
names in the capacities indicated below, any and all amendments, including
post-effective amendments, to this Registration Statement, and generally do
all such things in our name and on our behalf in such capacities to enable
American Annuity Group, Inc. to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, and we hereby ratify and confirm our signatures as
they may be signed by our said attorney to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
_____________________ Chairman of the August 22, 1994
Carl H. Lindner Board and Chief
Executive Officer
(Principal
Executive Officer)
and a Director
_____________________ President and August 22, 1994
S. Craig Lindner Director
____________________ Director August 22, 1994
Robert A. Adams
____________________ Director August 22, 1994
A. Leon Fergenson
____________________ Director August 22, 1994
Ronald G. Joseph
<PAGE>
Signature Title Date
____________________ Director August 22, 1994
John T. Lawrence III
____________________ Director August 22, 1994
William R. Martin
____________________ Director August 22, 1994
Alfred W. Martinelli
____________________ Director August 22, 1994
Ronald F. Walker
____________________ Senior Vice August 22, 1994
William J. Maney President, Treasurer
and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
<PAGE>
Exhibit 4.1
AMERICAN ANNUITY GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Adopted June 13, 1994)
(1) PURPOSE
The purpose of American Annuity Group, Inc. Employee Stock
Purchase Plan (the "Plan") is to enable employees of American Annuity Group,
Inc. (the "Company") and its Subsidiaries to acquire or increase ownership
interests in the Company on a basis that will encourage them to perform at
increasing levels of effectiveness and use their best efforts to promote the
growth and profitability of the Company and its Subsidiaries. This is to be
done by providing employees a continued opportunity to purchase shares of
the Company's Common Stock, One Dollar ($1.00) par value ("Shares"), from
the Company through periodic offerings commencing June 1, 1990 or as soon as
practicable thereafter (the "Effective Date"). For this purpose, except as
otherwise provided in Section (18), the maximum aggregate number of Shares
which Participating Employees (defined in Section (4) below) may purchase
under the Plan is One Million (1,000,000).
The Plan is intended to comply with the provisions of Section 423
of the Internal Revenue Code of 1986, as amended (the "Code"), and the Plan
shall be administered, interpreted and construed accordingly.
(2) ADMINISTRATION
(a) The Plan shall be administered by a committee of the Board of
Directors designated by the Board of Directors (the "Committee"), consisting
of at least Three (3) members, each of whom shall not have been eligible,
during the One (1) year period prior to the later of the Effective Date or
such member's appointment to the Committee, to receive a right to purchase
Shares under this Plan, or to receive stock or an option to purchase stock
of the Company or a Subsidiary under any other plan maintained by the
Company or a Subsidiary under which such member has been eligible for
selection on a discretionary basis. Any member of the Committee who does
not satisfy the foregoing requirement shall not serve in his or her capacity
as a Committee member for purposes of administration of the Plan until One
(1) year has elapsed from the date he or she was last eligible to receive
such stock or such an option under the Plan or such other plan. If, at any
time, there are fewer than Three (3) members of the Committee eligible to
serve in such capacity for purposes of administration of the Plan as a
result of the preceding sentence or otherwise, the Board of Directors shall
appoint One (1) or more members of the Board of Directors, who shall qualify
hereunder, to serve as members of the Committee solely for purposes of
administration of the Plan. All Committee members shall serve, and may be
removed, at the pleasure of the Board of Directors.
<PAGE>
(b) For purposes of administration of the Plan, a majority of the
members of the Committee (but not less than Two (2)) eligible to serve as
such shall constitute a quorum, and any action taken by a majority of such
members of the Committee present at any meeting at which a quorum is
present, or acts approved in writing by a majority of such members of the
Committee, shall be the acts of the Committee.
(c) Subject to the express provisions of the Plan, the Committee
shall have full discretionary authority to interpret the Plan, to issue
rules for administering the Plan, to change, alter, amend or rescind such
rules, and to make all other determinations necessary or appropriate for the
administration of the Plan. All determinations, interpretations and
constructions made by the Committee pursuant to this Section shall be final
and conclusive. No member of the Board of Directors or the Committee shall
be liable for any action, determination or omission taken or made in good
faith with respect to the Plan or any right granted hereunder.
(d) The Committee will engage a bank trust department or other
financial institution as agent (the "Agent") to perform custodial and
record-keeping functions for the Plan, such as holding record title to the
participating employees' Share certificates, maintaining an individual
investment account for each such employee and providing periodic account
status reports to such employees.
(e) The Committee shall have full discretionary authority to
delegate ministerial functions to management of the Company.
(3) ELIGIBLE EMPLOYEES
All employees of the Company, and of such of its Subsidiaries as
may be designated for such purpose from time to time by the Committee, shall
be eligible to participate in the Plan, provided each of such employees:
(a) has been employed by the Company or any of its Subsidiaries
for at least Three (3) months;
(b) is customarily employed for more than Twenty (20) hours per
week;
(c) is customarily employed for more than Five (5) months per
calendar year; and
(d) does not own, immediately after the right to purchase Shares
under the Plan is granted, stock possessing Five Percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company,
a Subsidiary or a Parent. In determining stock ownership for purposes of
the preceding sentence, the rules of Section 425(d) of the Code shall apply
and stock which the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
<PAGE>
The term "Subsidiary" as used in the Plan shall mean any
corporation in an unbroken chain of corporations beginning with the Company
if each of the corporations other than the last corporation in the unbroken
chain owns stock possessing Fifty Percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain. The term "Parent" as used in the Plan shall
mean any corporation (other than the Company) in any unbroken chain of
corporations ending with the Company if each of the corporations other than
the Company owns stock possessing Fifty Percent (50%) or more of the total
combined voting power of all classes of stock of one of the other
corporations in such chain.
For purposes of this Section, "employment" shall be defined in
accordance with the provisions of Section 1.421-7(h) of the Treasury
Regulations (or any successor regulations). Employees eligible to
participate in the Plan pursuant to the provisions of this Section are
hereinafter referred to as "Eligible Employees".
(4) ELECTION TO PARTICIPATE
Each Eligible Employee may participate in the Plan by filing with
the Company an election to purchase form (the "Form") authorizing specified
regular payroll deductions. Eligible Employees who so elect to participate
in the Plan are hereinafter referred to as "Participating Employees". The
Form must specify the date on which such deduction is to commence, which may
not be retroactive. Payroll deductions may be in any amount, but not less
than Ten Dollars ($10.00) per payroll period, specified by the Participating
Employee up to Twenty-Five Percent (25%) (or such lower percentage as may be
specified by the Committee and made applicable to all Participating
Employees on a uniform basis) of the Participating Employee's annual rate of
base compensation (as defined by the Committee) in effect at the time of his
filing of the Form. All regular payroll deductions shall be recorded in a
non-interest bearing account which the Company (or the Subsidiary which
employs the Participating Employee) shall establish for Participating
Employees (the "Payroll Deduction Account").
All funds recorded in Payroll Deduction Accounts may be used by
the Company and its Subsidiaries for any corporate purpose, subject to the
right of a Participating Employee to withdraw at any time an amount equal to
the balance accumulated in his or her Payroll Deduction Account upon
withdrawal from participation in the Plan as described in Section (7) below.
Funds recorded in payroll Deduction Accounts shall not be required to be
segregated from any funds of the Company or any of its Subsidiaries.
(5) DEDUCTION CHANGES
A Participating Employee may at any time increase or decrease his
or her payroll deduction by filing a new Form. The change may not become
effective sooner than the next pay period after receipt of the Form. A
payroll deduction change (which shall include any increase or decrease) may
not be made more than twice during any calendar year.
<PAGE>
(6) LIMITATION ON PURCHASE OF SHARES
No employee may be granted a right to purchase Shares under this
Plan, and any other stock purchase plan of the Company and its Subsidiaries
and Parent under Section 423 of the Code, at a rate which exceeds Twenty-
Five Thousand Dollars ($25,000.00) of the fair market value of such Shares
(determined on the date of purchase of the Shares) for each calendar year in
which such right is outstanding at any time.
The foregoing limitation shall be interpreted by the Committee in
accordance with applicable rules and regulations issued under the Code.
(7) WITHDRAWAL OF FUNDS
A Participating Employee may at any time prior to a Purchase Date
(defined in Section (8) below) and for any reason withdraw from
participation in the Plan, in which case the entire balance accumulated in
his or her Payroll Deduction Account shall be paid to him or her as soon as
practicable thereafter. Partial withdrawals will not be permitted.
(8) METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
The term "Payroll Deduction Period" shall mean a period of One
(1), Two (2) or Three (3) calendar months, as determined by the Committee.
The term "Purchase Date" as used in the Plan shall mean the last business
day of each Payroll Deduction Period (or as soon as practicable thereafter)
commencing after the Effective Date. Each Participating Employee having
funds in his or her Payroll Deduction Account on a Purchase Date shall be
deemed, without any further action, to have been granted on such Purchase
Date, and to have exercised on such Purchase Date, the option to purchase
from the Company the number of whole and fractional Shares which the funds
in his or her Payroll Deduction Account would purchase at the Purchase Price
(as hereinafter defined) on such Purchase Date, subject to the Share
limitation in Section (1) and the restrictions set forth in Section (6).
Such option will be deemed exercised if the Participating Employee does not
withdraw such funds prior to the Purchase Date. All Shares so purchased
(including fractional Shares) shall be credited to a separate Investment
Account established by the Agent for each Participating Employee. The Agent
shall hold in its name or the name of its nominee all certificates for
Shares purchased until Shares are withdrawn by a Participating Employee
pursuant to Section (10) below.
All cash dividends paid with respect to the whole and fractional
Shares in a Participating Employee's Investment Account shall, unless
otherwise directed by the Committee, be credited to his or her Investment
Account and used, in the same manner as payroll deductions, to purchase
additional Shares under the Plan on the next Purchase Date, subject to the
Share limitation in Section (1) and the restrictions set forth in Section
(6). Shares so purchased shall be added to the Shares held for the
Participating Employee in his or her Investment Account.
<PAGE>
(9) PURCHASE PRICE
The Purchase Price for each whole or fractional Share shall be
Eighty-Five Percent (85%) of the fair market value of such whole or
fractional Share on the Purchase Date (as defined in Section (8) above),
provided that the Purchase Price shall in no event be less than the par
value of such Share.
Fair market value shall be the mean of the high and low sales
prices of such Shares on the Purchase Date on the New York Stock Exchange
Composite Tape (or the principal market in which the Shares are traded, if
the Shares are not listed on the New York Stock Exchange on such Date), or,
if the Shares shall not have been traded on such Date, the mean of the high
and low sales prices of such Shares on the next preceding day on which sales
were made.
(10) WITHDRAWAL OF CERTIFICATES
Subject to Sections (13) and (21) below, a Participating Employee
shall have the right at any time to withdraw a certificate or certificates
for all or a portion of the Shares credited to his or her Investment Account
by giving written notice to the Agent, provided, however, that (a) no
Participating Employee shall be entitled to receive a certificate for any
Share prior to one calendar year after the date that Share was purchased
under the Plan, (b) no such request may be made more frequently than once
per calendar year and (c) no Participating Employee shall be entitled to
receive a certificate for any fractional Share. The Company will pay any
stamp taxes imposed in connection with the issuance of any certificate under
the Plan.
(11) REGISTRATION OF CERTIFICATES
Each certificate withdrawn by a Participating Employee may be
registered only in the name of the Participating Employee, or, if the
Participating Employee so indicated on the Participating Employee's Form, in
the Participating Employee's name jointly with another person, with right of
survivorship. A Participating Employee who is a resident of a jurisdiction
which does not recognize such a joint tenancy may have certificates
registered in the Participating Employee's name as tenant in common or as
community property with another person, without right of survivorship.
(12) VOTING
The Agent shall vote all Shares held in an Investment Account in
accordance with the Participating Employee's instructions. To the extent
the Agent does not receive instructions with respect to the voting of any
Shares held in the Investment Account such Shares shall be voted in the same
proportion as the Shares as to which the Agent has received instructions.
<PAGE>
(13) LIMITATION ON RESALE
Notwithstanding anything in the Plan to the contrary, no
Participating Employee shall be entitled to sell any Share purchased under
the Plan (or withdraw any certificate representing any such Share) during
the first year following the date of purchase of such Share.
(14) RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF EMPLOYMENT
In the event of a Participating Employee's retirement, death or
other termination of employment, or in the event that a Participating
Employee otherwise ceases to be an Eligible Employee, (a) no payroll
deduction shall be taken from any pay due and owing to the Participating
Employee thereafter, and the balance in the Participating Employee's Payroll
Deduction Account shall be paid to the Participating Employee, or in the
event of the Participating Employee's death, to his or her designated
beneficiary under the Plan (and, if none, then to his or her estate), and
(b) a certificate for the full Shares credited to the Participating
Employee's Investment Account will be forwarded to the Participating
Employee (or, in the case of his or her death, such beneficiary or estate)
and any fractional Share interest held in such Investment Account will be
disposed of and the proceeds, less any selling expenses, will be remitted to
the Participating Employee (or, in the case of his or her death, such
beneficiary or estate).
(15) RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating
Employee other than by will or the laws of descent and distribution, and are
exercisable during the employee's lifetime only by the employee.
(16) NO RIGHT TO CONTINUED EMPLOYMENT
Neither the Plan nor any right granted under the Plan shall confer
upon any Participating Employee any right to continuance of employment with
the Company or any Subsidiary, or interfere in any way with the right of the
Company or Subsidiary to terminate the employment of such Participating
Employee.
(17) APPLICATION OF FUNDS
All funds received or held by the Company under this Plan may be
used for any corporate purpose.
<PAGE>
(18) ADJUSTMENT IN CASE OF CHANGES AFFECTING SHARES
In the event of a subdivision of outstanding Shares, or the
payment of a stock dividend, the Share limitation set forth in Section (1)
shall be adjusted proportionately, and such other adjustments shall be made
as may be deemed equitable by the Committee. In the event of any other
change affecting Shares (including any event described in Section 424(a) of
the Code), such adjustment shall be made as may be deemed equitable by the
Committee to give proper effect to such event, subject to the limitations of
Section 424 of the Code.
(19) AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from time to time,
amend this Plan in any respect, except that, without approval by the
shareholders of the Company entitled to cast at least the majority of the
total number of votes represented (a quorum being present), no amendment
shall be made (i) increasing the maximum aggregate number of Shares which
may be purchased by Participating Employees under this Plan other than as
provided in Section (18) or (ii) changing the designation of employees
eligible to participate in the Plan.
(20) TERMINATION OF THE PLAN
The Plan and, except as provided below, all rights of employees
under any offering hereunder shall terminate on the earliest of:
(a) The date that Participating Employees become entitled to
purchase a number of Shares greater than the number of Shares remaining
available for purchase in accordance with Section (1), as adjusted by
Section (18), in which case if the number of Shares so purchasable is
greater than the Shares remaining available, the available Shares shall be
allocated by the Committee among such Participating Employees on a pro rata
basis;
(b) Any date selected by the Board of Directors in its discretion;
or
(c) The date set forth in Section 25(b) of this Plan.
Upon termination of this Plan (i) all amounts in the Payroll
Deduction Accounts of Participating Employees shall be carried forward into
the Participating Employee's Payroll Deduction Account under a successor
plan, if any, or promptly refunded, (ii) all certificates for the full
Shares credited to a Participating Employee's Investment Account shall be
forwarded to him or her and (iii) any fractional Share interest held in a
Participating Employee's Investment Account shall be disposed of and the
proceeds, less any selling expenses, shall be remitted to him or her.
The Board of Directors shall have the right to suspend the Plan at
any time.
<PAGE>
(21) GOVERNMENTAL REGULATIONS
(a) Anything contained in this Plan to the contrary
notwithstanding, the Company shall not be obligated to sell or deliver any
Shares or certificates under this Plan unless and until the Company is
satisfied that such sale or delivery complies with (i) all applicable
requirements of the New York Stock Exchange (or the governing body of the
principal market in which such Shares are traded, if such Shares are not
then listed on that Exchange), (ii) all applicable provisions of the
Securities Act of 1933 and (iii) all other laws or regulations by which the
Company is bound or to which the Company is subject.
(b) The Company (or a Subsidiary) may make such provisions as it
may deem appropriate for the withholding of any taxes or payment of any
taxes which it determines it may be required to withhold or pay in
connection with any Shares. The obligation of the Company to deliver
certificates under this Plan is conditioned upon the satisfaction of the
provisions set forth in the preceding sentence.
(22) SOURCE OF SHARES
Shares to be purchased from the Company under the Plan shall be
(a) previously acquired treasury Shares or (b) authorized but unissued
Shares. Notwithstanding anything to the contrary in this Plan, if and to
the extent authorized by the Committee, the Agent may make purchases of
Shares on behalf of Participating Employees under the Plan through market
transactions rather than purchases from the Company.
(23) REPURCHASE OF SHARES
The Company shall not be required to repurchase from any
Participating Employee any Shares which such Participating Employee acquires
under the Plan.
(24) EXPENSES OF MAINTAINING PLAN
Except as provided in this Section, the Company shall be
responsible for all expenses of operating the Plan. If Shares are purchased
through market transactions as permitted by Section 22, all commissions and
other expenses of purchasing such shares shall be paid by Participating
Employees and included in the Calculation of fair market value of the Shares
so purchased. All commissions and other expenses of selling any Shares
acquired pursuant to the Plan shall be paid by the Participating Employee
whose shares are sold.
<PAGE>
(25) EFFECTIVE DATE; DURATION
(a) Effective Date. The Plan shall become effective upon the date
of its adoption by the Board provided that the Plan is approved and adopted
by the holders of a majority of the outstanding shares of stock of the
Company entitled to vote thereon at the next annual meeting of stockholders
held after the date the Plan is adopted by the Board. If the Plan shall not
be subsequently approved and adopted by the shareholders of the Company as
specified herein, the Plan shall be null and void and any obligation
pursuant to the subsequent attempted purchase of Shares shall not be binding
upon the Company. In such event, all funds in any Payroll Deduction Account
shall be returned to the Participating Employees. To the extent a
Participating Employee has already purchased and paid for any Shares
received under the Plan, the Shares may retain the ownership of said Shares.
(b) Duration. Unless earlier terminated by the Board or the
Committee pursuant to the provisions of the Plan, the Plan shall terminate
on the tenth anniversary of its effective date as hereinbefore specified.
No Shares shall be purchased under the Plan after such termination date.
<PAGE>
Exhibit 5.1
August 22, 1994
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, OH 45202
Re: Registration Statement of Form S-8
Relating to 1,000,000 Shares of Common Stock
Gentlemen:
I have acted as counsel to American Annuity Group, Inc., a
Delaware corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-8 filed by the Company with the Securities
and Exchange Commission. The Registration Statement relates to the issuance
and sale of up to 1,000,000 shares of Common Stock, $1.00 par value, of the
Company pursuant to the American Annuity Group, Inc. Employee Stock Purchase
Plan (the "Plan").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of the Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my
satisfaction, of such documents as I have deemed necessary or appropriate as
a basis for the opinions set forth below including (i) the Registration
Statement (together with the form of preliminary prospectus forming a part
thereof), (ii) the Certificate of Incorporation and By-Laws of the Company,
each as amended to the date hereof, and (iii) resolutions of the Board of
Directors of the Company relating to the approval of the Plan, issuance of
shares of Common Stock pursuant to the Plan and the filing of the
Registration Statement.
Based upon and subject to the foregoing, I am of the opinion that,
when (i) the Registration Statement has become effective under the Act and
(ii) the shares of Common Stock have been issued as contemplated by the
Plan, such shares of Common Stock will constitute duly issued, fully paid
and non-assessable shares of Common Stock of the Company.
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American Annuity Group, Inc.
August 22, 1994
Page 2
I hereby consent to the reference to me under the heading "Legal
Matters" in the Prospectus and the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
Mark F. Muething
Senior Vice President,
General Counsel and Secretary
MFM/mrp
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of American Annuity Group, Inc. (formerly Sprague Technologies, Inc.) on
Form S-8 of the report of Deloitte & Touche dated March 24, 1992 relating to
American Annuity Group, Inc.'s 1991 consolidated financial statements
(before adjustments and reclassifications to conform with the presentation
for subsequent years), appearing in the Annual Report on Form 10-K of
American Annuity Group, Inc. for the year ended December 31, 1993.
Deloitte & Touche LLP
Stamford, Connecticut
August 22, 1994
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan of American
Annuity Group, Inc. for the registration of 1,000,000 shares of its common
stock of our report dated March 11, 1994, with respect to the consolidated
financial statements of American Annuity Group, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
August 15, 1994
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