As filed with the Securities and Exchange Commission on March 20, 1995
Registration No. 33-57259
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO. 1 TO
FORM S-2
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)
__________________
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)
___________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this registration statement.
____________________
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [x]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. [ ]
_______________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
AMERICAN ANNUITY GROUP, INC.
Cross Reference Sheet Showing Location in Prospectus of
Information Required by Items of Part I of Form S-2
1. Forepart of Registration Statement
and Outside Front Cover Page of Outside Front Cover Page
Prospectus . . . . . . . . . . . .
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . Inside Front Cover Page;
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Investment Considerations
Charges . . . . . . . . . . . . . .
4. Use of Proceeds . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . Not Applicable
6. Dilution . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . Not Applicable
8. Plan of Distribution . . . . . . . Outside Front Cover Page; The
Plan
9. Description of Securities to be Description of Common Stock
Registered . . . . . . . . . . . .
10. Interests of Named Experts and Legal Matters; Experts
Counsel . . . . . . . . . . . . . .
11. Information With Respect to the Information Regarding AAG
Registrant . . . . . . . . . . . .
12. Incorporation of Certain
Information by Available Information;
Reference . . . . . . . . . . . . . Documents Incorporated by
Reference
13. Disclosure of Commission Position
on Not Applicable
Indemnification for Securities Act
Liabilities . . . . . . . . . . . .
<PAGE>
PROSPECTUS
AMERICAN ANNUITY GROUP, INC.
1,000,000 SHARES OF COMMON STOCK, $1 PAR VALUE
1994 GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
Shares of Common Stock, par value $1 per share (the "Common Stock"), of
American Annuity Group, Inc. ("AAG") are hereby offered to agents of Great
American Life Insurance Company ("GALIC") pursuant to AAG's 1994 Great
American Life Insurance Company Agent Stock Purchase Plan (the "Plan"). The
price to be paid for Common Stock pursuant to the Plan is equal to 92.5% of
the fair market value of such shares. See "Summary of Plan--Purchase
Price".
AAG's principal executive office is located at 250 East Fifth Street,
Cincinnati, Ohio 45202 and its telephone number is (513) 333-5300.
See "Investment Considerations" for a discussion of certain factors that
prospective investors should consider prior to a purchase of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or the
documents incorporated by reference herein and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the securities
offered by this Prospectus or an offer to sell or a solicitation of an offer
to buy such securities in any jurisdiction to any person to whom it is
unlawful to make such offer solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of AAG since the date of this Prospectus, or that the information
herein is correct as of any time since such date.
The date of this Prospectus is March ___, 1995.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . 1
INFORMATION REGARDING AAG . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 6
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
AVAILABLE INFORMATION
AAG is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by AAG with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Regional Offices of the Commission at 7 World Trade Center,
New York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information concerning AAG may also be
inspected at the offices of the New York Stock Exchange. Additional
updating information with respect to the Plan and the shares of Common Stock
offered hereby may be provided in the future to participants in the Plan by
means of appendices to this Prospectus.
AAG has filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
The information so omitted may be obtained from the Commission's principal
office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
DOCUMENTS INCORPORATED BY REFERENCE
AAG's Annual Report for the year ended December 31, 1994
filed with the Commission (File No. 1-11632) is incorporated by reference
into this Prospectus.
<PAGE>
INFORMATION REGARDING AAG
AAG is a holding company whose only material asset is the capital stock of
GALIC. GALIC is engaged principally in the sale of tax-deferred annuities
to employees of qualified, not-for-profit organizations under Section 403(b)
of the Internal Revenue Code.
Accompanying this Prospectus is AAG's most recent annual report on Form
10-K. Recipients of this Prospectus are urged to read the accompanying
documents carefully.
USE OF PROCEEDS
To the extent that Common Stock acquired pursuant to the Plan is purchased
on the open market, AAG will not receive any proceeds. Pursuant to the
Plan, AAG may issue shares directly to agents participating in the Plan. In
that event, AAG will use the proceeds from the sale of such shares of Common
Stock for general corporate purposes.
<PAGE>
SUMMARY OF PLAN
Introduction
The Plan was adopted by the AAG Board of Directors on October 11, 1994.
The Plan will provide agents of GALIC ("Eligible Agents"), the ability to
acquire or increase ownership interests in AAG. The purpose of the Plan is
to assist GALIC in attracting and retaining qualified agents and providing
additional incentives to Eligible Agents.
The following summary of the principal provisions of the Plan does not
purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Plan, which is included in this
Prospectus as Attachment No. 1.
Administration
The Plan will be administered by a committee of the AAG Board of Directors
consisting of at least three members (the "Committee"). Subject to the
provisions of the Plan, the Committee has 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,
interpretations and decisions. All actions of the Committee 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 thereunder.
The AAG Board of Directors has designated the Organization and Policy
Committee to administer the Plan. As of the date hereof, the members of the
Committee were Ronald F. Walker (Chairman), Ronald G. Joseph and Alfred W.
Martinelli. Each member of the Committee serves at the pleasure of the AAG
Board of Directors.
Participation in the Plan
Each Eligible Agent may participate in the Plan by filing with GALIC an
election to purchase form (the "Form") (such Eligible Agents who elect to
participate in the Plan are hereinafter referred to as "Participating
Agents"). The Form must specify the date on which participation is to
commence, which may not be retroactive. The Form may authorize specified
annuity commission deductions. In addition, Participating Agents may make
lump-sum payments to be used to purchase shares of Common Stock pursuant to
the Plan. All regular commission deductions and lump-sum contributions
shall be recorded in a non-interest bearing account which AAG shall
establish for Participating Agents (the "Share Purchase Account").
<PAGE>
Calculation of Shares Purchased
Each Participating Agent having funds in his or her Share Purchase Account
on a Purchase Date (as defined in the Plan) shall be deemed, without any
further action, to have been granted and exercised on such Purchase Date,
the option to purchase the number of whole and fractional shares of Common
Stock which the funds in his or her Share Purchase Account would purchase at
the Purchase Price (as hereafter defined), subject to certain limitations,
on such Purchase Date.
Purchase Price
The Purchase Price for each whole or fractional share shall be 92.5% of
the fair market value of such whole or fractional share on the Purchase
Date. GALIC will pay the remaining 7.5% of the fair market value.
Fair market value shall be the mean of the high and low sales prices of
the Common Stock on the Purchase Date on the New York Stock Exchange
Composite Tape (or the principal market in which the shares are traded, if
the Common Stock is not listed on the New York Stock Exchange on such date),
or, if the Common Stock is not traded on such Date, the mean of the high and
low sales prices of the Common Stock on the next preceding day on which
sales were made. If the Common Stock is purchased in market transactions,
fair market value means the actual purchase price of the Common Stock
acquired, plus commissions and other acquisition expenses.
<PAGE>
Restrictions on Transfer
No Participating Agent shall be entitled to sell or withdraw any Common
Stock purchased under the Plan during the two (2) calendar years following
the date of purchase of such Common Stock.
Limitation on Purchase of Shares
No Participating Agent may purchase in excess of ten thousand (10,000)
shares under this Plan in any calendar year.
Summary of Federal Income Tax Consequences
The following is a summary of the principal anticipated Federal income tax
consequences of transactions under the Plan based on current Federal income
tax laws and interpretations thereof. This summary does not take into
account possible changes in such laws or interpretations, including
amendments to applicable statutes or regulations or changes in judicial or
administrative rulings, some of which may have retroactive effect. The
summary does not purport to address all aspects of the possible Federal
income tax consequences of transactions under the Plan and is not intended
as tax advice to any person. This summary is not intended to be exhaustive
and does not describe state or local tax consequences. PARTICIPANTS ARE
URGED TO CONSULT THEIR TAX ADVISORS REGARDING POTENTIAL STATE AND LOCAL TAX
CONSEQUENCES, AS WELL AS FEDERAL INCOME TAX CONSEQUENCES THAT MAY BE
PERTINENT TO THEIR INDIVIDUAL TAX SITUATIONS.
Section 83 of the Internal Revenue Code of 1986, as amended ("the Code")
and the regulations thereunder govern the tax consequences of purchases of
Common Stock pursuant to the Plan. Code Section 83 establishes: (1)
whether a transfer results in income to the recipient, (2) the time at which
the recipient recognizes income; (3) the amount of the income recognized by
the recipient; and (4) the timing and amount of the transferor's deduction.
The Code provides that inclusion in income, and therefore the incidence of
taxation, is delayed when stock is subject to a substantial risk of
forfeiture and restrictions on transferability. At such time when a
substantial risk of forfeiture is no longer present, or when stock is freely
transferable, inclusion in income and the incidence of taxation will be
triggered. As described below, Common Stock acquired pursuant to the Plan
is not subject to a substantial risk of forfeiture. Common Stock acquired
by a Participating Agent under the Plan is subject to a restriction on
transfer for two (2) years. However, ownership of such Common Stock becomes
fully vested on the relevant Purchase Date. Thus, it can be expected that
recipients of Common Stock under the Plan will include in income the amount
by which the fair market value of
<PAGE>
the Common Stock on the Purchase Date exceeds the purchase price to the
Participating Agent. This income will be recognized by the Participating
Agent in the taxable year in which the purchase occurs.
The basis in the stock to the Participating Agent is the Purchase Price of
the Common Stock plus the amount recognized as ordinary income by the
Participating Agent. The holding period begins on the Purchase Date. If
the Participating Agent subsequently disposes of the stock, the recipient
will recognize capital gain or loss, provided that the stock is a capital
asset in the Participating Agent's hands, which is usually the case.
Deduction to Company
GALIC will be entitled to deduct the exact amount that a Participating
Agent includes in income upon purchase of Common Stock. GALIC will be
entitled to this deduction in the taxable year in which the Participating
Agent recognizes income.
INVESTMENT CONSIDERATIONS
The following factors and other information described herein should be
carefully considered prior to purchasing the Common Stock offered hereby.
Restrictions on Transfer
Shares of Common Stock purchased pursuant to the Plan may not be
transferred for two (2) years following the date of purchase. See "Summary
of Plan--Restrictions on Transfer".
Environmental Matters Involving AAG
AAG has certain continuing obligations with respect to the investigation
and cleanup of hazardous substances disposed of or spilled by AAG's former
electronic component manufacturing operations, at facilities still owned by
AAG and facilities transferred in connection with sales of certain
operations, as well as at disposal sites operated by third parties. In
addition, AAG has indemnified the purchasers of its former operations for
the cost of such activities. Based on the annual costs incurred by AAG over
the past several years and discussions with its independent environmental
consultants, management believes that reserves for such cleanup activities
are sufficient in all material respects to satisfy the known liabilities.
See "Information Regarding AAG".
<PAGE>
DESCRIPTION OF COMMON STOCK
AAG has 100,000,000 shares of $1 par value Common Stock authorized.
Holders of Common Stock are entitled to one vote per share. As of March 1,
1995, there were 39,141,080 shares outstanding.
Holders of Common Stock are entitled to receive dividends out of funds
legally available therefor if, when and as declared by the AAG Board of
Directors in its discretion; and upon liquidation, dissolution or winding up
of AAG to share ratably in assets of AAG lawfully available for distribution
to holders of Common Stock. Holders of Common Stock do not have any
preemptive rights.
The shares of Common Stock offered hereby, when issued in accordance with
the Plan, will be fully paid and non-assessable and listed on the New York
Stock Exchange.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
on for AAG by Mark F. Muething, Esq., Senior Vice President, General Counsel
and Secretary of AAG. Mr. Muething is a full-time employee of AAG and as of
March 1, 1995 owned 3,279 shares of Common Stock.
EXPERTS
The consolidated financial statements of AAG appearing in AAG's annual
report (Form 10-K) for the year ended December 31, 1994, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
<PAGE>
Attachment No. 1
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
<PAGE>
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
(1) PURPOSE
The purpose of the Great American Life Insurance Company Agent Stock
Purchase Plan (the "Plan") is to enable agents of Great American Life
Insurance Company (the "Company") to acquire or increase ownership interests
in American Annuity Group, Inc. ("Parent"), the parent of 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 Parent. This is to be done by providing
agents a continued opportunity to purchase shares of the Parent's Common
Stock, One Dollar ($1.00) par value ("Shares"), from the Parent through
periodic offerings commencing January 1, 1995 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 Agents (defined in Section (4) below) may purchase under the
Plan is One Million (1,000,000).
(2) ADMINISTRATION
(a) The Plan shall be administered by a committee of the Board of
Directors of the Parent designated by the Board of Directors (the
"Committee"), consisting of at least Three (3) members. All Committee
members shall serve, and may be removed, at the pleasure of the Board of
Directors.
(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 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 "Plan Agent") to perform custodial and record-
keeping functions for the Plan, such as holding record title to the
participating agents' Share certificates, maintaining an individual
investment account for each such agent and providing periodic account status
reports to such agents.
(e) The Committee shall have full discretionary authority to delegate
ministerial functions to management of the Company or the Parent.
<PAGE>
(3) ELIGIBLE AGENTS
All agents 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 ("Eligible Agents").
(4) ELECTION TO PARTICIPATE
Each Eligible Agent may participate in the Plan by filing with the Company
an election to purchase form (the "Form"). Eligible Agents who so elect to
participate in the Plan are hereinafter referred to as "Participating
Agents". The Form must specify the date on which participation is to
commence, which may not be retroactive. The Form may authorize specified
commission deductions. In addition, Participating Agents may make lump-sum
payments to be used to purchase Shares pursuant to the Plan. All regular
commission deductions and lump-sum contributions shall be recorded in a non-
interest bearing account which the Parent shall establish for Participating
Agents (the "Share Purchase Account").
All funds recorded in the Share Purchase Account may be used by the Parent
for any corporate purpose, subject to the right of a Participating Agent to
withdraw at any time an amount equal to the balance accumulated in his or
her Share Purchase Account upon withdrawal from participation in the Plan as
described in Section (7) below. Funds recorded in Share Purchase Accounts
shall not be required to be segregated from any funds of the Parent.
(5) DEDUCTION CHANGES
A Participating Agent may at any time increase or decrease his or her
commission deduction by filing a new Form. The change will become effective
as soon as practicable after receipt of the Form. A commission deduction
change (which shall include any increase or decrease) may not be made more
than twice during any calendar year.
(6) LIMITATION ON PURCHASE OF SHARES
No Participating Agent may be granted a right to purchase in excess of
Ten Thousand (10,000) Shares under this Plan in any calendar year.
(7) WITHDRAWAL OF FUNDS
A Participating Agent 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 Share
Purchase Account shall be paid to him or her as soon as practicable
thereafter. Partial withdrawals will not be permitted.
<PAGE>
(8) METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
The term "Share Purchase 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
Share Purchase Period (or as soon as practicable thereafter) commencing
after the Effective Date. Each Participating Agent having funds in his or
her Share Purchase 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 the number of whole
and fractional Shares which the funds in his or her Share Purchase 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 Agent does not withdraw such funds prior to the
Purchase Date. All Shares so purchased (including fractional Shares) shall
be immediately credited to a separate Investment Account established by the
Plan Agent for each Participating Agent. At no time will AAG or GALIC be
considered to be the owner of any Shares acquired pursuant to the Plan. The
Plan Agent shall hold in its name or the name of its nominee all
certificates for Shares purchased until Shares are withdrawn by a
Participating Agent pursuant to Section (10) below. No risk of forfeiture
to the Participating Agent exists once the shares are purchased and credited
to the Investment Account.
All cash dividends paid with respect to the whole and fractional Shares in
a Participating Agent'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 commission 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 Agent in
his or her Investment Account.
(9) PURCHASE PRICE
The Purchase Price for each whole or fractional Share shall be Ninety-Two
and One-Half Percent (92.5%) 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. If Shares are purchased in market transactions, fair market value
means the actual purchase price of the Share acquired, plus commissions and
other acquisition expenses.
(10) WITHDRAWAL OF CERTIFICATES
Subject to Sections (13) and (21) below, a Participating Agent 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 Plan Agent, provided, however, that (a) no
Participating Agent shall be entitled to receive a certificate for any Share
prior to two (2) calendar years after the date that Share was purchased
under the Plan, (b) no such request may be made more frequently than once
each calendar year and (c) no Participating Agent shall be entitled to
receive a certificate for any fractional Share. The Parent will pay any
stamp taxes imposed in connection with the issuance of any certificate under
the Plan.
<PAGE>
(11) REGISTRATION OF CERTIFICATES
Each certificate withdrawn by a Participating Agent may be registered only
in the name of the Participating Agent, or, if the Participating Agent so
indicated on the Participating Agent's Form, in the Participating Agent's
name jointly with another person, with right of survivorship. A
Participating Agent who is a resident of a jurisdiction which does not
recognize such a joint tenancy may have certificates registered in the
Participating Agent's name as tenant in common or as community property with
another person, without right of survivorship.
(12) VOTING
The Plan Agent shall vote all Shares held in an Investment Account in
accordance with the Participating Agent's instructions. To the extent the
Plan 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 Plan Agent has received
instructions.
(13) LIMITATION ON RESALE
Notwithstanding anything in the Plan to the contrary, no Participating
Agent shall be entitled to sell any Share purchased under the Plan (or
withdraw any certificate representing any such Share) during the two (2)
calendar years following the date of purchase of such Share.
(14) RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF AGENCY
RELATIONSHIP
In the event of a Participating Agent's retirement, death or other
termination of the Participating Agent's status as an agent of the Company,
or in the event that a Participating Agent otherwise ceases to be an
Eligible Agent, no commission deduction shall be taken from any amount due
and owing to the Participating Agent thereafter, and the balance in the
Participating Agent's Share Purchase Account shall be paid to the
Participating Agent, or in the event of the Participating Agent's death, to
his or her designated beneficiary under the Plan (and, if none, then to his
or her estate).
(15) RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating Agent other
than by will or the laws of descent and distribution, and are exercisable
during the agent's lifetime only by the agent.
(16) NO RIGHT TO CONTINUED RELATIONSHIP WITH THE COMPANY
Neither the Plan nor any right granted under the Plan shall confer upon
any Participating Agent any right to continuance of an agent or any other
relationship with the Company, or interfere in any way with the right of the
Company to terminate the agency relationship of such Participating Agent.
(17) APPLICATION OF FUNDS
All funds received or held by the Parent 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.
(19) AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from time to time, amend this
Plan in any respect, but no such amendment shall be effective with respect
to shares purchased pursuant to the Plan prior to the date of such
amendment.
(20) TERMINATION OF THE PLAN
The Plan and, except as provided below, all rights of Eligible Agents
under any offering hereunder shall terminate on the earliest of:
(a) The date that Participating Agents 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 Agents 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, all amounts in the Share Purchase Accounts
of Participating Agents shall be carried forward into the Participating
Agent's Share Purchase Account under a successor plan, if any, or promptly
refunded.
The Board of Directors shall have the right to suspend the Plan at any
time.
(21) GOVERNMENTAL REGULATIONS
(a) Anything contained in this Plan to the contrary notwithstanding, the
Parent shall not be obligated to sell or deliver any Shares or certificates
under this Plan unless and until the Parent 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 or Parent is bound or to which the
Company or Parent is subject.
(b) The Company or the Parent 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 Parent to deliver certificates under this
Plan is conditioned upon the satisfaction of the provisions set forth in the
preceding sentence.
<PAGE>
(22) SOURCE OF SHARES
Shares to be purchased from the Parent 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 Plan Agent may make purchases of Shares on
behalf of Participating Agents 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
Agent any Shares which such Participating Agent 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 included in the calculation of fair
market value of the Shares so purchased and shall be paid by the
Participating Agent purchasing the shares. All commissions and other
expenses of selling any Shares acquired pursuant to the Plan shall be paid
by the Participating Agent whose shares are sold.
(25) EFFECTIVE DATE; DURATION
(a) Effective Date. The Plan shall become effective upon the date of its
adoption by the Board.
(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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by American Annuity Group, Inc. (the
"Registrant") in connection with the registration of the securities offered
hereby are as follows:
SEC filing fee . . . . . . . . . . . . $3,000
Printing and engraving expenses . . . . . 2,000
Legal fees and expenses . . . . . . . . . 1,500
Accounting fees and expenses . . . . . . 1,500
Miscellaneous . . . . . . . . . . . . . . -
Total . . . . . . . . . . . . . . . $8,000
Item 15. 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 officer 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
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 16. Exhibits
5.1 Opinion of Mark F. Muething, Esq.
<PAGE>
13.1 The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
23.1 Consent of Ernst & Young LLP.
23.2 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).
99.1 1994 Great American Life Insurance Company Agent Stock Purchase Plan
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:
(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.
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-2 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Cincinnati, State of
Ohio, on March 20, 1995.
AMERICAN ANNUITY GROUP, INC.
By:
Name: Robert A. Adams
Title: Executive Vice President
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board March __, 1995
Carl H. Lindner and Chief Executive
Officer (Principal
Executive Officer)
and Director
* President and Director March __, 1995
S. Craig Lindner
* Director March __, 1995
Robert A. Adams
* Director March __, 1995
A. Leon Fergenson
* Director March __, 1995
Ronald G. Joseph
* Director March __, 1995
John T. Lawrence III
* Director March __, 1995
William R. Martin
* Director March __, 1995
Alfred W. Martinelli
* Director March __, 1995
Ronald F. Walker
* Senior Vice President, March __, 1995
William J. Maney Treasurer and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*By: Attorney-in-Fact March 20, 1995
Mark F. Muething
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5.1** Opinion of Mark F. Muething, Esq.
13.1* The Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1994
23.1 Consent of Ernst & Young LLP
23.2** Consent of Mark F. Muething, Esq.
24.1** Powers of Attorney
99.1** 1994 Great American Life
Insurance Company Agent Stock
Purchase Plan
____________________
* Incorporated by Reference
** Previously Filed
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement (Form
S-2 No. 33-57259) and related Prospectus of American Annuity
Group, Inc. and to the incorporation by reference therein of our
report dated March 13, 1995, with respect to the consolidated
financial statements and schedules of American Annuity Group,
Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
March 16, 1995
Exhibit 99.1
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
<PAGE>
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
(1) PURPOSE
The purpose of the Great American Life Insurance Company Agent Stock
Purchase Plan (the "Plan") is to enable agents of Great American Life
Insurance Company (the "Company") to acquire or increase ownership interests
in American Annuity Group, Inc. ("Parent"), the parent of the Company, on a
basis that will encourage them to perform at increasing levels of effective-
ness and use their best efforts to promote the growth and profitability of
the Company and Parent. This is to be done by providing agents a continued
opportunity to purchase shares of the Parent's Common Stock, One Dollar
($1.00) par value ("Shares"), from the Parent through periodic offerings
commencing January 1, 1995 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
Agents (defined in Section (4) below) may purchase under the Plan is One
Million (1,000,000).
(2) ADMINISTRATION
(a) The Plan shall be administered by a committee of the Board of
Directors of the Parent designated by the Board of Directors (the "Commit-
tee"), consisting of at least Three (3) members. All Committee members
shall serve, and may be removed, at the pleasure of the Board of Directors.
(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 provisions of the Plan, the Committee shall have full
discretionary authority to interpret the Plan, to issue rules for adminis-
tering 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 "Plan Agent") to perform custodial and record-
keeping functions for the Plan, such as holding record title to the partici-
pating agents' Share certificates, maintaining an individual investment
account for each such agent and providing periodic account status reports to
such agents.
(e) The Committee shall have full discretionary authority to delegate
ministerial functions to management of the Company or the Parent.
<PAGE>
(3) ELIGIBLE AGENTS
All agents 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 ("Eligible Agents").
(4) ELECTION TO PARTICIPATE
Each Eligible Agent may participate in the Plan by filing with the Company
an election to purchase form (the "Form"). Eligible Agents who so elect to
participate in the Plan are hereinafter referred to as "Participating
Agents". The Form must specify the date on which participation is to
commence, which may not be retroactive. The Form may authorize specified
commission deductions. In addition, Participating Agents may make lump-sum
payments to be used to purchase Shares pursuant to the Plan. All regular
commission deductions and lump-sum contributions shall be recorded in a non-
interest bearing account which the Parent shall establish for Participating
Agents (the "Share Purchase Account").
All funds recorded in the Share Purchase Account may be used by the Parent
for any corporate purpose, subject to the right of a Participating Agent to
withdraw at any time an amount equal to the balance accumulated in his or
her Share Purchase Account upon withdrawal from participation in the Plan as
described in Section (7) below. Funds recorded in Share Purchase Accounts
shall not be required to be segregated from any funds of the Parent.
(5) DEDUCTION CHANGES
A Participating Agent may at any time increase or decrease his or her
commission deduction by filing a new Form. The change will become effective
as soon as practicable after receipt of the Form. A commission deduction
change (which shall include any increase or decrease) may not be made more
than twice during any calendar year.
(6) LIMITATION ON PURCHASE OF SHARES
No Participating Agent may be granted a right to purchase in excess of
Ten Thousand (10,000) Shares under this Plan in any calendar year.
(7) WITHDRAWAL OF FUNDS
A Participating Agent 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 Share
Purchase Account shall be paid to him or her as soon as practicable thereaf-
ter. Partial withdrawals will not be permitted.
<PAGE>
(8) METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
The term "Share Purchase 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
Share Purchase Period (or as soon as practicable thereafter) commencing
after the Effective Date. Each Participating Agent having funds in his or
her Share Purchase 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 the number of whole
and fractional Shares which the funds in his or her Share Purchase 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 Agent does not withdraw such funds prior to the
Purchase Date. All Shares so purchased (including fractional Shares) shall
be immediately credited to a separate Investment Account established by the
Plan Agent for each Participating Agent. At no time will AAG or GALIC be
considered to be the owner of any Shares acquired pursuant to the Plan. The
Plan Agent shall hold in its name or the name of its nominee all certifi-
cates for Shares purchased until Shares are withdrawn by a Participating
Agent pursuant to Section (10) below. No risk of forfeiture to the Partici-
pating Agent exists once the shares are purchased and credited to the
Investment Account.
All cash dividends paid with respect to the whole and fractional Shares in
a Participating Agent'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 commission 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 Agent in
his or her Investment Account.
(9) PURCHASE PRICE
The Purchase Price for each whole or fractional Share shall be Ninety-Two
and One-Half Percent (92.5%) 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. If Shares are purchased in market transactions, fair market value
means the actual purchase price of the Share acquired, plus commissions and
other acquisition expenses.
(10) WITHDRAWAL OF CERTIFICATES
Subject to Sections (13) and (21) below, a Participating Agent 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 Plan Agent, provided, however, that (a) no Participat-
ing Agent shall be entitled to receive a certificate for any Share prior to
two (2) calendar years after the date that Share was purchased under the
Plan, (b) no such request may be made more frequently than once each
calendar year and (c) no Participating Agent shall be entitled to receive a
certificate for any fractional Share. The Parent will pay any stamp taxes
imposed in connection with the issuance of any certificate under the Plan.
<PAGE>
(11) REGISTRATION OF CERTIFICATES
Each certificate withdrawn by a Participating Agent may be registered only
in the name of the Participating Agent, or, if the Participating Agent so
indicated on the Participating Agent's Form, in the Participating Agent's
name jointly with another person, with right of survivorship. A Participat-
ing Agent who is a resident of a jurisdiction which does not recognize such
a joint tenancy may have certificates registered in the Participating
Agent's name as tenant in common or as community property with another
person, without right of survivorship.
(12) VOTING
The Plan Agent shall vote all Shares held in an Investment Account in
accordance with the Participating Agent's instructions. To the extent the
Plan 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 Plan Agent has received instruc-
tions.
(13) LIMITATION ON RESALE
Notwithstanding anything in the Plan to the contrary, no Participating
Agent shall be entitled to sell any Share purchased under the Plan (or
withdraw any certificate representing any such Share) during the two (2)
calendar years following the date of purchase of such Share.
(14) RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF AGENCY RELATION-
SHIP
In the event of a Participating Agent's retirement, death or other
termination of the Participating Agent's status as an agent of the Company,
or in the event that a Participating Agent otherwise ceases to be an
Eligible Agent, no commission deduction shall be taken from any amount due
and owing to the Participating Agent thereafter, and the balance in the
Participating Agent's Share Purchase Account shall be paid to the Partici-
pating Agent, or in the event of the Participating Agent's death, to his or
her designated beneficiary under the Plan (and, if none, then to his or her
estate).
(15) RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating Agent other
than by will or the laws of descent and distribution, and are exercisable
during the agent's lifetime only by the agent.
(16) NO RIGHT TO CONTINUED RELATIONSHIP WITH THE COMPANY
Neither the Plan nor any right granted under the Plan shall confer upon
any Participating Agent any right to continuance of an agent or any other
relationship with the Company, or interfere in any way with the right of the
Company to terminate the agency relationship of such Participating Agent.
(17) APPLICATION OF FUNDS
All funds received or held by the Parent 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.
(19) AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from time to time, amend this
Plan in any respect, but no such amendment shall be effective with respect
to shares purchased pursuant to the Plan prior to the date of such amend-
ment.
(20) TERMINATION OF THE PLAN
The Plan and, except as provided below, all rights of Eligible Agents
under any offering hereunder shall terminate on the earliest of:
(a) The date that Participating Agents 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 Commit-
tee among such Participating Agents 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, all amounts in the Share Purchase Accounts
of Participating Agents shall be carried forward into the Participating
Agent's Share Purchase Account under a successor plan, if any, or promptly
refunded.
The Board of Directors shall have the right to suspend the Plan at any
time.
(21) GOVERNMENTAL REGULATIONS
(a) Anything contained in this Plan to the contrary notwithstanding, the
Parent shall not be obligated to sell or deliver any Shares or certificates
under this Plan unless and until the Parent 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 or Parent is bound or to which the
Company or Parent is subject.
(b) The Company or the Parent 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 Parent to deliver certificates under this
Plan is conditioned upon the satisfaction of the provisions set forth in the
preceding sentence.
<PAGE>
(22) SOURCE OF SHARES
Shares to be purchased from the Parent 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 Plan Agent may make purchases of Shares on
behalf of Participating Agents 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
Agent any Shares which such Participating Agent 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 included in the calculation of fair
market value of the Shares so purchased and shall be paid by the Participat-
ing Agent purchasing the shares. All commissions and other expenses of
selling any Shares acquired pursuant to the Plan shall be paid by the
Participating Agent whose shares are sold.
(25) EFFECTIVE DATE; DURATION
(a) Effective Date. The Plan shall become effective upon the date of its
adoption by the Board.
(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.
