As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-17475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
IS BEING FILED SOLELY TO DEREGISTER
75,759 SHARES OF COMMON STOCK WHICH MAY BE ISSUED
UNDER THE AMERICAN ANNUITY GROUP, INC.
1993 STOCK APPRECIATION RIGHTS PLAN
American Annuity Group, Inc., a Delaware corporation, (the
"Company") is filing this Post-Effective Amendment No. 1 to Form
S-8 Registration Statement solely for the purpose of
deregistering 75,759 shares of Common Stock, $1 par value,
issuable pursuant to American Annuity Group, Inc. 1993 Stock
Appreciation Rights Plan (the "Plan"). The Company originally
registered 250,000 shares of Common Stock for issuance under the
Plan, of which 174,241 shares have been issued pursuant to the
terms of the Plan. The Company terminated the Plan, and no
additional shares of Common Stock will be issued under the Plan.
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 Post-Effective Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cincinnati, Ohio, on
February 26, 1997.
AMERICAN ANNUITY GROUP, INC.
By: Mark F. Muething
Senior Vice President,
General Counsel and Secretary
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.
Signature Capacity Date
* Chairman of the February ___, 1997
Carl H. Lindner Board and Chief
Executive Officer
(Principal
Executive Officer)
* Director February ___, 1997
S. Craig Lindner
* Director February ___, 1997
Robert A. Adams
* Director February ___, 1997
A. Leon Fergenson
* Director February ___, 1997
Ronald G. Joseph
* Director February ___, 1997
John T. Lawrence III
* Director February ___, 1997
William R. Martin
* Director February ___, 1997
Ronald F. Walker
* Senior Vice February ___, 1997
William J. Maney President, Treasurer
and Chief Financial
Officer (Principal
Accounting Officer
and Principal
Financial Officer)
*By: Mark F. Muething Attorney-in-Fact February 26, 1997
