As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 33-57259
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
POST-EFFECTIVE 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 Identification
incorporation or organization) 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 state-
ment.
___________________
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. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 402(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
402(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_______________
This Post-Effective Amendment No. 1 to Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(c) of the Securities Act of 1933, as amended, may determine.
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
Prospectus . . . . . . . . . . . . . Outside Front Cover Page
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 Charges . . Investment Considerations
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
Registered . . . . . . . . . . . . . Description of Common Stock
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . Legal Matters; Experts
11. Information With Respect to the
Registrant . . . . . . . . . . . . . Information Regarding AAG
12. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . Available Information;
Documents Incorporated
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . Not Applicable
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 of-
fered to agents of Great American Life Insurance Company ("GALIC")
and American Memorial Life Insurance Company ("American Memorial")
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". The
Common Stock is listed on the New York Stock Exchange under the
symbol "AAG". On August 27, 1996, the last reported sale price of
the Common Stock on the New York Stock Exchange Composite Tape was
$13.13 per share.
AAG's principal executive office is located at 250 East
Fifth Street, Cincinnati, Ohio 45202 and its telephone number is
(513) 333-5300.
See "Risk Factors" on page 6 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 August 28, 1996.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . 1
INFORMATION REGARDING AAG . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF PLAN . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . 6
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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. AAG is
an electronic filer, and the Commission maintains a Web site
(located at http://www.sec.gov) that contains reports, proxy
statements and other information regarding registrants that file
electronically. 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
The following documents filed with the Commission (File No.
1-11632) are incorporated by reference into this Prospectus:
1) AAG's Annual Report on Form 10-K for the year ended
December 31, 1995.
2) AAG's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 and June 30, 1996.
INFORMATION REGARDING AAG
AAG markets individual and group annuities nationwide to the
savings and retirement markets through its wholly-owned subsidiar-
ies. GALIC, Annuity Investors Life Insurance Company, Lifestyle
Financial Investments, Inc. and Retirement Resource Group, Inc.
Through Loyal American Life Insurance Company, it markets various
forms of life, accident and health insurance and annuities through
payroll deduction plans and financial institutions. Through
American Memorial, AAG markets individual life insurance and
annuity policies with the sponsorship of state associations of
funeral directors as well as individual funeral directors across
the country. American Financial Group, Inc. owns 81% of AAG's
43.1 million outstanding common shares.
Accompanying this Prospectus is AAG's most recent annual
report on Form 10-K and quarterly report on Form 10-Q. 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.
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 and
American Memorial ("Eligible Agents"), the ability to acquire or
increase ownership interests in AAG. The purpose of the Plan is
to assist GALIC and American Memorial 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 (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 (Chair-
man) and Ronald G. Joseph. 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 or American Memorial, as the case may be, an election
to purchase form (the "Form") (such Eligible Agents who elect to
participate in the Plan are hereinafter referred to as "Partici-
pating Agents"). The Form must specify the date on which partici-
pation 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").
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 or American Memorial, as the
case may be, will pay the remaining 7.5% of the fair market value.
If the Common Stock is purchased from AAG, 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 Compos-
ite 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.
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 thou-
sand (10,000) shares under the 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 applica-
ble statutes or regulations or changes in judicial or administra-
tive 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 ADVI-
SORS 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 conse-
quences 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 transferabili-
ty. 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 de-
scribed below, Common Stock acquired pursuant to the Plan is not
subject to a substantial risk of forfeiture. Common Stock ac-
quired 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 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 subse-
quently disposes of the stock, the recipient will recognize capi-
tal 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 or American Memorial, as the case may be, will be
entitled to deduct the exact amount that a Participating Agent
includes in income upon purchase of Common Stock. GALIC or Ameri-
can Memorial, as the case may be, will be entitled to this deduc-
tion in the taxable year in which the Participating Agent recog-
nizes income.
RISK FACTORS
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 pur-
chase. 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 opera-
tions, 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".
Liability Related to Former Operations
In 1991, AAG identified possible deficiencies in procedures
for reporting quality assurance information to the Defense Elec-
tronics Supply Center ("DESC") with respect to AAG's former manu-
facturing operations. Over the last several years, AAG has been
engaged in negotiations with the United States Government with
respect to settlement of claims the Government might have arising
out of the reporting deficiencies. Based on these negotiations,
AAG believed it had sufficient reserves to cover the estimated
settlement amount. In March 1995, AAG received notification from
the Government indicating additional reporting deficiencies. AAG
is in the process of evaluating this information and is unable to
ascertain the validity of these new claims on the amounts in-
volved. It is impossible to determine the impact, if any, of
these alleged claims on AAG and its financial condition.
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 August 1, 1996, there were 43,077,301 shares out-
standing.
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 liquida-
tion, 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 August 15, 1996 beneficially
owned 7,530 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,
1995, have been audited by Ernst & Young LLP, independent audi-
tors, 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.
Attachment No. 1
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
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 pur-
pose, 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)) eligi-
ble 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 determina-
tions, 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 certifi-
cates, 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.
(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 here-
inafter 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 Ac-
count").
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.
(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 Partici-
pating 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 estab-
lished 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 pur-
chased until Shares are withdrawn by a Participating Agent pursu-
ant 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 frac-
tional 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 pur-
chased 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 ac-
quired, 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 enti-
tled 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.
(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 other-
wise 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 Participat-
ing Agent other than by will or the laws of descent and distribu-
tion, 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.
(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 Com-
mittee.
(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 Eligi-
ble 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 not-
withstanding, 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 pay-
ment of any taxes which it determines it may be required to with-
hold 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.
(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 purchas-
ing the shares. All commissions and other expenses of selling any
Shares acquired pursuant to the Plan shall be paid by the Partici-
pating 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.
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 corpora-
tion 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 ac-
tions 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 proceed-
ing, 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 indem-
nification 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 liabil-
ity 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 (pro-
viding for liability of directors for unlawful payment of divi-
dends 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 Incor-
poration 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 agree-
ments with its directors and officers providing for indemnifica-
tion in certain events.
Item 16. Exhibits
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, 1995, as amended.
13.2 The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
13.3 The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
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 State-
ment).
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; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commis-
sion pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 direc-
tors, 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 direc-
tor, 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 Regis-
trant 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 indem-
nification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudi-
cation of such issue.
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 Post-Effective Amendment No. 1 to Registra-
tion Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Cincinnati, State of Ohio,
on August 30, 1996.
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 Post-Effective 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 August __, 1996
Carl H. Lindner and Chief Executive
Officer (Principal
Executive Officer)
and Director
* President and Director August __, 1996
S. Craig Lindner
* Director August __, 1996
Robert A. Adams
* Director August __, 1996
A. Leon Fergenson
* Director August __, 1996
Ronald G. Joseph
* Director August __, 1996
John T. Lawrence III
* Director August __, 1996
William R. Martin
* Director August __, 1996
Ronald F. Walker
* Senior Vice President, August __, 1996
William J. Maney Treasurer and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*By: Attorney-in-Fact August 30, 1996
Mark F. Muething
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 De-
cember 31, 1995
13.2* The Registrant's Quarterly Report
on Form 10-Q for the quarter end-
ed March 31, 1996
13.3* The Registrant's Quarterly Report
on Form 10-Q for the quarter end-
ed June 30, 1996
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 Insur-
ance Company Agent Stock Purchase
Plan
____________________
* Incorporated by Reference
** Previously Filed
