AMERICAN ANNUITY GROUP INC
S-8 POS, 1998-02-26
INSURANCE CARRIERS, NEC
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    As filed with the Securities and Exchange Commission on February 26, 1998
                           Registration No. 333-41091
- --------------------------------------------------------------------------------

                       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. 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 of Process)



THIS POST-EFFECTIVE  AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT IS BEING
FILED SOLELY TO DEREGISTER  56,558 SHARES OF COMMON STOCK WHICH WERE  REGISTERED
IN CONNECTION WITH THE AMERICAN ANNUITY GROUP, INC. 1997 BONUS PLAN





<PAGE>



                                      - 2 -



        American   Annuity  Group,   Inc.,   (the   "Company")  is  filing  this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement solely for the
purpose of deregistering  56,558 shares of Common Stock, $1 par value,  issuable
pursuant to the American Annuity Group 1997 Bonus Plan (the "Plan").


<PAGE>



                                           - 3 -



                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, the Company
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 the City of Cincinnati, State of Ohio,
as of the 26th day of February, 1998.

                                         AMERICAN ANNUITY GROUP, INC.


                                         By:  /s/Mark F. Muething
                                            -----------------------------
                                                Mark F. Muething
                                                Senior Vice President, General
                                                Counsel and Secretary


               Pursuant to the  requirements of the Securities Act of 1933, this
Post-Effective  Amendment  to  Registration  Statement  has been  signed  by the
following persons in the capacities and on the dates indicated.


         Signature                      Capacity                  Date

                           
*                          
- ---------------------------     Chairman of the Board        February __, 1998
Carl H. Lindner                 of Directors (Principal
                                Executive Officer)


*                               Director                     February __, 1998
- ---------------------------
S. Craig Lindner


*                               Director                     February __, 1998
- ---------------------------
Robert A. Adams


*                               Director                     February __, 1998
- ---------------------------
A. Leon Fergenson



<PAGE>






*                               Director                     February __, 1998
- ---------------------------
Ronald G. Joseph


*                               Director                     February __, 1998
- ---------------------------
John T. Lawrence III


*                               Director                     February __, 1998
- ---------------------------
William R. Martin


*                          
- ---------------------------     Senior Vice President,       February __, 1998
William J. Maney                Treasurer and Chief 
                                Financial Officer 
                                (Principal Financial
                                Officer and Principal 
                                Accounting Officer)


*By:/s/Mark F. Muething         Attorney-in-Fact             February 26, 1998
    -----------------------
      Mark F. Muething


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