As filed with the Securities and Exchange Commission on October 9, 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.
DIRECTORS' COMPENSATION 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, 100,000 $13.50 $1,350,000 $410
par Shares
value $1.00 per
share
<FN>
(1) This Registration Statement is filed for up to 100,000 shares
issuable pursuant to the American Annuity Group, Inc. Directors'
Compensation 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 October 8, 1996 of $13.50
per share.
</TABLE>
Page 1 of 6 Pages
Exhibit Index on Page 3
<PAGE>
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 and June 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 6,966
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 Directors' Compensation Plan
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).
[FN]
* All exhibits filed herewith.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, on October 9, 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
*Carl H. Lindner Chairman of the Board October 9, 1996
and Chief Executive
Officer (Principal
Executive Officer)
*S. Craig Lindner Director October 9, 1996
*Robert A. Adams Director October 9, 1996
*William R. Martin Director October 9, 1996
*Ronald F. Walker Director October 9, 1996
*William J. Maney Senior Vice President, October 9, 1996
Treasurer and Chief
Financial Officer
(Principal Accounting
Officer and Principal
Financial Officer)
EXHIBIT 5
AMERICAN ANNUITY GROUP, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
October 9, 1996
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Gentlemen:
RE: Registration Statement on Form S-8
Relating to 100,000 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 Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission. The
Registration Statement relates to the issuance and sale of up to
100,000 shares of Common Stock, $1.00 par value, of the Company
pursuant to the American Annuity Group, Inc. Directors'
Compensation Plan (the "Plan").
In connection with this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identi-
fied to my satisfaction, of such documents as I have deemed
necessary or appropriate as a basis for the opinions set forth
below including (i) the Registration Statement (together with the
form of preliminary prospectus forming a part thereof), (ii) the
Certificate of Incorporation and By-Laws of the Company, each as
amended to the date hereof, and (iii) resolutions of the Board of
Directors of the Company relating to the approval of the Plan,
issuance of shares of Common Stock pursuant to the Plan and the
filing of the Registration Statement.
Based upon and subject to the foregoing, I am of the opinion
that, when (i) the Registration Statement has become effective
under the Act and (ii) the shares of Common Stock have been
issued as contemplated by the Plan, such shares of Common Stock
will constitute duly issued, fully paid and non-assessable shares
of Common Stock of the Company.
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 10
AMERICAN ANNUITY GROUP, INC.
DIRECTORS COMPENSATION PLAN
PREAMBLE
This Directors Compensation Plan ("Plan") has been adopted by the
Board of Directors of American Annuity Group, Inc. (the
"Company") in order to align further the interests of the
Company's non-employee directors with the interests of
stockholders by providing that a minimum of 50% of such
directors' annual retainers are paid through the issuance of
shares of common stock of the Company.
Directors who are not officers or employees of the Company
are paid an annual retainer ("Board Retainer"), an additional
annual Board Committee Chairmanship retainer ("Committee
Retainer") and an attendance fee for each Board or Committee
meeting attended ("Meeting Fees"), in amounts which shall be set
by the Board of Directors. The initial amounts established by
the Board of Directors for the retainers and fees are set forth
on the attached Schedule 1. These amounts may be changed by the
Board of Directors from time to time without shareholder
approval.
1. PAYMENT OF COMPENSATION TO NON-EMPLOYEE DIRECTORS.
The Board Retainer and Committee Retainer shall be paid by
the Company quarterly, in arrears, as soon as practicable
following the end of each quarter. The quarterly portion of the
Board Retainer and Committee Retainer (if applicable) shall be
paid 50% in cash and 50%, or in such percentage as an eligible
director may elect pursuant to Section 2 below, in the form of
shares of the Company's common stock, par value $1.00 per share
("Common Stock").
The number of shares of Common Stock to be issued pursuant
to this Plan shall be determined by dividing the amount of the
retainers payable in Common Stock by the average of the per share
Fair Market Value of the Common Stock (as defined in Section 3
below) for the ten trading days immediately prior to the end of
each quarter; the resulting number shall then be rounded up to
the nearest share.
The Meeting Fees accrued during any quarter, if any, shall
be paid by the Company at the end of such quarter in cash, along
with the cash portion of the applicable quarterly retainers.
2. ELECTION BY NON-EMPLOYEE DIRECTORS TO RECEIVE CASH PORTION
OF THEIR COMPENSATION IN ADDITIONAL COMPANY COMMON STOCK.
Each non-employee director may elect to receive all or a
portion (in 20% increments) of the quarterly cash portion of
their applicable retainers for Board services in shares of Common
Stock. Such election shall be irrevocable for each quarter and
shall be made at least six months in advance of the date the non-
employee director is to receive the quarterly payment.
3. FAIR MARKET VALUE OF COMPANY COMMON STOCK.
"Fair Market Value" means the last sale price reported on
any stock exchange or over-the-counter trading system on which
the Common Stock is trading on the last trading day prior to a
specified date or, if no last sales price is reported, the
average of the closing bid and asked prices for a share of Common
Stock on a specified date. If no sale has been made on any date,
then prices on the last preceding day on which any such sale
shall have been made will be used in determining Fair Market
Value under either method prescribed in the previous sentence.
4. RESTRICTIVE LEGEND; HOLDING PERIOD FOR SHARES OF COMMON
STOCK.
In order to comply with certain provisions of the Federal
securities laws, all certificates representing shares of Common
Stock issued pursuant to this Plan shall bear the following
restrictive legend which will prevent the recipient from
disposing of such shares for six months from the date of
issuance:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE ASSIGNED UNTIL THE EXPIRATION OF THE SIX MONTH
PERIOD BEGINNING ON THE DATE OF ORIGINAL ISSUANCE OF THIS
CERTIFICATE BY AMERICAN ANNUITY GROUP, INC. (THE "COMPANY")
AS PROVIDED BY SECTION 4 OF THE COMPANY'S DIRECTORS'
COMPENSATION PLAN EFFECTIVE AS OF MAY 23, 1996. A COMPLETE
AND CORRECT COPY OF THE FORM OF WHICH WILL BE FURNISHED BY
THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.
When the legend requirement imposed by this Section shall
terminate, the holder of shares of Common Stock for which such
legend requirements have terminated may request that the Company
(at its expense) promptly issue replacement certificates
representing such shares without such legend.
5. NO RIGHT TO CONTINUANCE AS A DIRECTOR.
Neither the action of the company in establishing this Plan,
nor the issuance of Common Stock shall be deemed to create any
obligation on the part of the Board to nominate any non-employee
director for re-election by the Company's stockholders or to be
evidence of any agreement or understanding, express or implied,
that the non-employee director has a right to continue as a
director for any period of time or at any particular rate of
compensation.
6. SHARES SUBJECT TO THE PLAN.
One Hundred Thousand shares of Common are authorized for
issuance under this Plan in accordance with the provisions
hereof. The Company shall at all times during the term of the
Plan retain as authorized and unissued Common Stock at least the
number of shares from time to time required under the provisions
of the Plan, or otherwise assure itself of its ability to perform
its obligations hereunder through the acquisition of outstanding
shares.
7. EFFECTIVE DATE AND EXPIRATION OF PLAN.
This Plan shall be effective as of the date of adoption by
the Board of Directors ("Effective Date"). The Plan is subject
to approval by the affirmative vote of the holders of a majority
of the shares of Common Stock present, or represented, and
entitled to vote at the next Annual Meeting of Stockholders held
after the Effective Date. Any issuance of shares pursuant to
this Plan is conditioned upon stockholder approval at such
meeting. Any shares issued pursuant to this Plan prior to
stockholder approval may not be sold or transferred prior to
receipt of such approval. If the Plan is not approved at such
meeting, the Plan shall terminate immediately as of such date and
any shares issued shall be cancelled as of that date and the
directors as to whom such shares were issued shall be paid in
cash, without interest, the amount of Board Retainer and
Committee Retainer which was originally paid in Common Stock.
Unless earlier terminated by the Board pursuant to Section 9,
this Plan shall terminate on the tenth anniversary of the
Effective Date. No shares of Common Stock shall be issued
pursuant to this Plan after its termination date.
8. PAYMENT IN EVENT OF DEATH.
If a non-employee director dies (before or after his or her
retirement), any portion of his or her compensation pursuant to
this Plan (whether or not deferred) then unpaid shall be paid to
the beneficiaries named in the most recent beneficiary
designation filed with the Secretary of the Company. In the
absence of such a designation, such compensation shall be paid
to, or as directed by, his or her personal representative.
9. AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN.
The amount, pricing and timing of Company Common Stock
issuances pursuant to this Plan shall not be amended more than
once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder.
The Board may suspend or terminate this Plan or any portion
of it at any time, and may amend it, subject only to the
preceding paragraph, from time to time in such respects as the
Board may deem advisable in order that any awards hereunder shall
conform to any change in applicable laws or regulations or in any
other respect the Board may deem to be in the best interests of
the Company; provided, however, that no such amendment shall,
without stockholder approval, increase the number of shares of
Common Stock which may be issued under the Plan, materially
modify the requirements as to eligibility for participating in
the Plan, or extend the termination date of the Plan.
SCHEDULE 1
Annual Board Retainer $25,000
Annual Board Committee Chairmanship Retainer $ 5,000
Attendance Fee per Board Meeting $ 1,500
Attendance Fee per Committee Meeting $ 750
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. Directors' Compensation Plan for the
registration of 100,000 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
October 9, 1996
