As filed with the Securities and Exchange Commission on December 6, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated AMERICAN ANNUITY GROUP, INC. I.R.S. Employer
Under the Laws 250 EAST FIFTH STREET Identification No.
of Delaware CINCINNATI, OHIO 45202 06-1356481
(513) 333-5300
AMERICAN ANNUITY GROUP, INC.
1993 STOCK APPRECIATION RIGHTS PLAN
Mark F. Muething, Esq.
Senior Vice President,
General Counsel and Secretary
American Annuity Group, Inc.
Cincinnati, Ohio 45202
(513) 333-5300
(Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
<S> <C> <C> <C> <C>
Common Stock, 250,000 $13.9375 $3,484,375 $1,056
par value $1.00 Shares
per share
<FN>
(1) This Registration Statement is filed for up to 250,000 shares
issuable pursuant to the American Annuity Group, Inc. 1993 Stock
Appreciation Rights Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on
the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on December 3, 1996 of
$13.9375 per share.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by American Annuity Group, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed on May 22, 1987 under the
Securities Exchange Act of 1934.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all Common
Stock offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
the Company by Mark F. Muething, Esq., Senior Vice President, General
Counsel and Secretary of the Company. Mr. Muething beneficially owns 8,148
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") provides
generally and in pertinent part that a Delaware corporation may indemnify
its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believe to be in, or not opposed to, the best interest of the corporation,
and in connection with any criminal suit or proceeding, if in connection
with the matters in issue, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them if, in connection
with the matters in issue, they acted in good faith, in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and without negligence or misconduct in the performance of
their duties to the corporation. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article VII of the Registrant's By-laws provides for indemnification of
directors and officers similar to that provided in Section 145 of DGCL.
Reference is made to Section 102(b)(7) of the DGCL, which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the liability of directors to the extent permitted by Section 102(b)(7) of
the DGCL.
The Registrant also maintains directors' and officers' reimbursement and
liability insurance and has entered into agreements with its directors and
officers providing for indemnification in certain events.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Mark F. Muething, Esq.
*10 American Annuity Group, Inc. 1993 Stock Appreciation Rights Plan, as
amended and restated (incorporated by reference to Exhibit 10.8 of
the Registrant's Form 10-K for the year ended December 31, 1993)
23.1 Consent of Mark F. Muething, Esq. (contained on Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (contained on the signature page).
* Incorporated by reference as indicated.
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
1. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. 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 Commission
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.
3. 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;
Provided, however, that paragraphs (1) and (2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
9.2 The undersigned Registrant hereby undertakes 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
9.5 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the 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 Act and will be governed by the final
adjudication 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, on December 6, 1996.
AMERICAN ANNUITY GROUP, INC.
By:
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Persons whose names are marked with
an asterisk (*) below hereby designate Mark F. Muething or William J. Maney
as their attorney-in-fact to sign all amendments, including any post-
effective amendments, to this Registration Statement.
Signature Capacity Date
* Chairman of the Board December 6, 1996
Carl H. Lindner and Chief Executive
Officer (Principal
Executive Officer)
* Director December 6, 1996
S. Craig Lindner
* Director December 6, 1996
Robert A. Adams
* Director December 6, 1996
A. Leon Fergenson
* Director December 6, 1996
Ronald G. Joseph
* Director December 6, 1996
John T. Lawrence III
* Director December 6, 1996
William R. Martin
* Director December 6, 1996
Ronald F. Walker
* Senior Vice Presi- December 6, 1996
William J. Maney dent, Treasurer and
Chief Financial Offi-
cer (Principal Ac-
counting Officer and
Principal Financial
Officer)
AMERICAN ANNUITY GROUP, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
December 6, 1996
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Gentlemen:
RE: Registration Statement on Form S-8
Relating to 250,000 Shares of Common Stock
I have acted as counsel to American Annuity Group, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a Regis-
tration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission. The Registration Statement relates to the issuance and
sale of up to 250,000 shares of Common Stock, $1.00 par value, of the
Company pursuant to the American Annuity Group, Inc. 1993 Stock Appreciation
Rights Plan (the "Plan").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction,
of such documents as I have deemed necessary or appropriate as a basis for
the opinions set forth below including (i) the Registration Statement, (ii)
the Certificate of Incorporation and By-Laws of the Company, each as amended
to the date hereof, and (iii) resolutions of the Board of Directors of the
Company relating to the approval of the Plan, the issuance of shares of
Common Stock pursuant to the Plan and the filing of the Registration
Statement.
Based upon and subject to the foregoing, I am of the opinion that, when
(i) the Registration Statement has become effective under the Act and (ii)
the shares of Common Stock have been issued as contemplated by the Plan,
such shares of Common Stock will constitute duly issued, fully paid and non-
assessable shares of Common Stock of the Company.
I hereby consent to the reference to me under the heading "Legal Matters"
in the Prospectus and the filing of this opinion as Exhibit 5 to the
Registration Statement.
Mark F. Muething
Senior Vice President,
General Counsel and Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the American Annuity Group,
Inc. 1993 Stock Appreciation Rights Plan for the registration of 250,000
shares of its common stock of our report dated February 29, 1996, 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, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
December 6, 1996
