SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 1995
AMERICAN ANNUITY GROUP, INC.
Commission File No.: 1-11632
Incorporated in the IRS Employer
State of Delaware Identification No.
06-1356481
250 East Fifth Street
Cincinnati, Ohio 45202
Registrant's Telephone Number
Including Area Code: 513/333-5300
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Item 5. Other Events.
On May 26, 1995, the Registrant announced that it had
entered into an agreement to acquire all of the outstanding
common stock of Laurentian Capital Corporation for approximately
$106 million and, in connection with the acquisition, to repay
$45 million of outstanding indebtedness. The acquisition of the
common stock will be financed with funds available for
investment. The Registrant intends to obtain the remainder of
the funds necessary for the acquisition from various other
sources.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
(i) Press Release dated May 26, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMERICAN ANNUITY GROUP, INC.
BY: /s/ William J. Maney
William J. Maney
Senior Vice President, Treasurer
and Chief Financial Officer
June 5, 1995
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FOR IMMEDIATE RELEASE
AMERICAN ANNUITY GROUP AGREES TO
ACQUIRE LAURENTIAN CAPITAL CORPORATION
CINCINNATI, OH, May 26, 1995 - American Annuity Group, Inc.
(NYSE:AAG) headquartered in Cincinnati and Laurentian Capital
Corporation (AMEX:LQ) headquartered in Philadelphia, jointly
announced today that they have executed a definitive agreement by
which American Annuity Group will acquire all of the common stock
of Laurentian Capital Corporation for an aggregate price of
approximately $105.6 million in cash, and will repay
approximately $45 million of Laurentian Capital's long-term debt.
The companies said that Desjardins Laurentian Financial
Corporation (DLFC), which beneficially owns over 80% of the
outstanding stock of Laurentian Capital, has granted to AAG an
option to purchase the Laurentian Capital stock owned by DLFC at
a price of $13.875 per share, and that under the merger
agreement, AAG would pay $13.875 per share for the shares
beneficially owned by DLFC and $14.125 for all other Laurentian
Capital shares. The outstanding Series A Preferred Stock of
Laurentian Capital is to be redeemed prior to closing of the
transaction.
The acquisition is to be accomplished by means of a merger of a
newly formed American Annuity Group subsidiary with Laurentian
Capital. Completion of the acquisition is subject to certain
conditions, including approval by the stockholders of Laurentian
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Capital and receipt of all necessary regulatory approvals. It is
anticipated that the transaction will be completed in the fourth
quarter 1995.
Laurentian Capital had announced in November 1994 its retention
of Oppenheimer & Co., Inc. to evaluate various strategies for
maximizing shareholder value, including possible business
combinations or other transactions. Today's agreement reflects
the culmination of that process.
The acquisition will be an important strategic benefit to both
companies. American Annuity will provide financial strength and
other important resources to Laurentian Capital and will gain
immediate access to additional markets and distribution channels.
Laurentian Capital's position will be enhanced by becoming part
of a financially larger group which will provide the resources to
fully realize its growth opportunities.
At March 31, 1995, American Annuity Group and its subsidiaries
had approximately $5.3 billion in assets and $4.7 billion of
reserves for annuities. American Annuity Group markets
individual and group annuities nationwide to the savings and
retirement markets through its wholly-owned subsidiaries, Great
American Life Insurance Company, Lifestyle Financial Investments,
Inc. and Retirement Resources Group, Inc. Great American Life
Insurance Company is
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licensed in 49 states, the District of Columbia and the Virgin
Islands.
Laurentian Capital Corporation with assets of $1.0 billion and
total life insurance in force in excess of $2.6 billion sells
life and health insurance to the pre-need, financial institution
and payroll deduction markets through its wholly-owned
subsidiaries, Loyal American Life Insurance Company and Prairie
States Life Insurance Company.
For: American Annuity Group, Inc. Contact: S. Craig Lindner
250 E. Fifth Street President, AAG
Cincinnati, OH 45202 513-579-2529
For: Laurentian Capital Corporation Contact: Robert T. Rakich
640 Lee Road, Suite 303 President, LCC
Wayne, PA 19087 610-889-7400
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