As filed with the Securities and Exchange Commission on November 26, 1997
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.
1997 BONUS 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
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)
Common Stock, 100,000 $21.81 $2,181,000 $661
par Shares
value $1.00 per
share
(1) This Registration Statement is filed for up to 100,000 shares issuable
pursuant to the American Annuity Group, Inc. 1997 Bonus 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 sales prices of the Common Stock as
reported on the New York Stock Exchange on November 21, 1997 of $21.81
per share.
<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, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997.
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 pursu-
ant 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 Registra-
tion 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 29,612 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 corpora-
tion may indemnify its directors and officers against expenses,
judgments, fines, and settlements actually and reasonably in-
curred 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 unlaw-
ful. 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 corpora-
tion 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 incorpora-
tion or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiducia-
ry 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 miscon-
duct 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 direc-
tors 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 indemni-
fication 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. 1997 Bonus Plan
23.1 Consent of Mark F. Muething, Esq. (contained on
Exhibit 5).
23.2 Consent of Independent Auditors.
24 Power of Attorney (contained on the signature page).
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 Registra-
tion 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 State-
ment. 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 estimat-
ed maximum offering range may be reflected in the
form of prospectus filed with the Commission pur-
suant 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 Registra-
tion Fee" table in the effective registration
statement.
3. to include any material information with respect
to the plan of distribution not previously dis-
closed in the Registration Statement or any mate-
rial change to such information in the Registra-
tion 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 Ex-
change 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Regis-
trant 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 of 1933 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 November 25, 1997.
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 desig-
nate Mark F. Muething or William J. Maney as their attorney-in-
fact to sign all amendments, including any post-effective amend-
ments, to this Registration Statement.
Signature Capacity Date
*Carl H. Lindner Chairman of the Board November 25, 1997
and Chief Executive
Officer (Principal
Executive Officer)
*S. Craig Lindner Director November 25, 1997
*Robert A. Adams Director November 25, 1997
*A. Leon Fergenson Director November 25, 1997
*Ronald G. Joseph Director November 25, 1997
*John T. Lawrence III Director November 25, 1997
*William R. Martin Director November 25, 1997
*William J. Maney Senior Vice November 25, 1997
President, Treasurer
and Chief Financial
Officer (Principal
Accounting Officer
and Principal
Financial Officer)
<PAGE>
EXHIBIT 5
AMERICAN ANNUITY GROUP, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
November 25, 1997
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. 1997 Bonus 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 Securities Act of
1933 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
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the
American Annuity Group, Inc. 1997 Bonus Plan for the registration
of 100,000 shares of its common stock of our report dated
February 28, 1997, 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,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
November 25, 1997
<PAGE>
EXHIBIT 10
AMERICAN ANNUITY GROUP, INC.
1997 BONUS PLAN
1. Establishment and Purpose.
The 1997 Bonus Plan (the "Plan") shall be effective for calendar year
1997. Its purpose is to motivate key employees by basing a portion of
their compensation on the attainment of specified financial and
operational goals.
2. Eligibility.
Employees of American Annuity Group, Inc. (the "Company") and its
subsidiaries selected by the Organization and Policy Committee (the
"Committee") of the Company's Board of Directors, are eligible to
participate in the Plan.
3. Bonus Base.
For each person eligible to participate in the Plan, the Committee
will determine a bonus base amount after considering relevant factors
including such person's (i) responsibilities with the Company, (ii) tenure
and experience with the Company, and (iii) total compensation.
4. Financial and Operational Goals.
After consultation with management, the Committee will specify
financial and operational goals for the Company and each participant in
the Plan. The Committee will also assign a weighing factor to each goal
or group of goals.
5. Determination of Bonus Payments.
At such time as the Committee believes it is in possession of
sufficient information, it will evaluate the performance of each
participant in the Plan as compared to the previously established goals.
Based on this evaluation and the bonus base previously established, the
Committee will determine the bonus earned by each participant.
6. Bonus Payment.
After bonus amounts are determined, such amounts (less all required
withholdings) shall be paid to the participants. Each participant shall
be required to take payment of twenty five percent (25%) OF such bonus
amount in the form of Common Stock of the Company. The number of shares
of Common Stock to be received will be based on the closing market price
on the date bonus amounts are determined. Participants may be given the
opportunity to defer receipt of all or part of the cash or Common stock
portions of the bonus payment.
7. No Right to Continued Employment.
Nothing in this Plan or the fact that an employee is selected to
participate in the Plan shall confer upon a participant any right to
continued employment nor interfere in any way the right of the Company
or a subsidiary to terminate such person's employment at any time for any
reason.
8. Right of Committee.
The Committee has complete discretion of whether to make payment of a
bonus to participants. Nothing contained herein shall obligate the
Committee to pay a bonus to any participant. Moreover, the Committee's
determination as to the amount of any bonus payment shall be final and
conclusive.
9. Governing Law.
This Plan and its operation shall be governed by Ohio law.
10. Amendments and Termination.
This Plan may be amended or terminated at any time by the Committee
without the consent of any participant. No participant shall have any
right under this Plan until the Committee has determined the amount of
a bonus to be paid to such person.
