As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 33-57259
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-2
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
AMERICAN ANNUITY GROUP, INC.
DELAWARE 06-1356481
- -------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5300
---------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
------------------
MARK F. MUETHING
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN ANNUITY GROUP, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5515
-------------------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
-------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
-------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend and interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ---------------
THIS POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(C) OF THE
SECURITIES ACT OF 1933, AS AMENDED, MAY DETERMINE.
<PAGE>
PROSPECTUS
AMERICAN ANNUITY GROUP, INC.
1,000,000 SHARES OF COMMON STOCK, $1 PAR VALUE
1994 GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
Shares of Common Stock, par value $1 per share (the "Common Stock"), of
American Annuity Group, Inc. ("AAG") are hereby offered to agents of Great
American Life Insurance Company and certain of its subsidiaries (collectively,
"GALIC") pursuant to the 1994 Great American Life Insurance Company Agent Stock
Purchase Plan (the "Plan"). The price to be paid for Common Stock pursuant to
the Plan is equal to 92.5% of the fair market value of such shares. See "Summary
of Plan--Purchase Price". The Common Stock is listed on the New York Stock
Exchange under the symbol "AAG". On September 17, 1998, the last reported sale
price of the Common Stock on the New York Stock Exchange Composite Tape was
$22.56 per share.
AAG's principal executive office is located at 250 East Fifth Street,
Cincinnati, Ohio 45202 and its telephone number is (513) 333-5300.
SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO A PURCHASE OF COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or the documents
incorporated by reference herein and, if given or made, such information or
representation must not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the securities offered by this Prospectus or an
offer to sell or a solicitation of an offer to buy such securities in any
jurisdiction to any person to whom it is unlawful to make such offer
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of AAG since the date of this
Prospectus, or that the information herein is correct as of any time since such
date.
The date of this Prospectus is September __, 1998
<PAGE>
AVAILABLE INFORMATION
AAG is subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by AAG with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission at 7 World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information concerning AAG may also be inspected at the offices of the New
York Stock Exchange. AAG is an electronic filer, and the Commission maintains a
Web site (located at http://www.sec.gov) that contains reports, proxy statements
and other information regarding registrants that file electronically. Additional
updating information with respect to the Plan and the shares of Common Stock
offered hereby may be provided in the future to participants in the Plan by
means of appendices to this Prospectus.
AAG has filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain portions of which have been omitted
pursuant to the rules and regulations of the Commission. The information so
omitted may be obtained from the Commission's principal office in Washington,
D.C. upon payment of the fees prescribed by the Commission.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 encourages
corporations to provide investors with information about the Company's
anticipated performance and provides protection from liability if future results
are not the same as management's expectations. This Prospectus and the documents
incorporated by reference in this Prospectus contain certain forward- looking
statements that are based on assumptions which management believes are
reasonable, but, by their nature, inherently uncertain. Future results could
differ materially from those projected. Factors that could cause such
differences include, but are not limited to: changes in economic conditions,
regulatory actions and competitive pressures. AAG undertakes no obligation to
update any forward-looking statements.
<PAGE>
- 2 -
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by AAG with the Commission (File No. 1-11632)
are incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1997.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998.
(3) Current Report on Form 8-K dated May 27, 1998.
(4) The description of AAG's Common Stock contained in the Registration
Statement on Form 10 filed on May 22, 1987 under the Securities
Exchange Act of 1934.
All documents subsequently filed by AAG pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby, shall be deemed to
be incorporated by reference into this Prospectus and to be part hereof.
Statements contained in the documents incorporated by reference shall be
deemed to be modified and superseded to the extent that statements contained
herein modify or supersede such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
MARK F. MUETHING, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, AMERICAN
ANNUITY GROUP, INC. 250 EAST FIFTH STREET, CINCINNATI, OHIO 45202, TELEPHONE
(513) 333-5300.
INFORMATION REGARDING AAG
AAG is a holding company which, through its subsidiaries, is engaged
principally in the sale of tax-deferred annuities and life and health insurance.
AAG's primary operating subsidiary is GALIC which sells annuities to employees
of qualified not-for-profit organizations under Section 403(b) of the Internal
Revenue Code. GALIC also sells annuities in the non-qualified market. AAG
acquired GALIC in December 1992. At June 30, 1998, GALIC had statutory assets in
excess of $5.9 billion, representing a 27% compounded annual growth in assets
since 1976.
<PAGE>
- 3 -
Great American Life Insurance Company has several life insurance
subsidiaries including (i) Annuity Investors Life Insurance Company, which
markets group and individual variable annuities and (ii) Loyal American Life
Insurance Company, which specializes in supplemental life and health insurance
sold through payroll deduction plans and credit unions.
American Financial Group, Inc. and its subsidiaries collectively own
approximately 82% of AAG's outstanding Common Stock. AAG's principal executive
offices are located at 250 East Fifth Street, Cincinnati, Ohio 45202, telephone
number (513) 333-5300.
USE OF PROCEEDS
To the extent that Common Stock acquired pursuant to the Plan is purchased
on the open market, AAG will not receive any proceeds. Pursuant to the Plan, AAG
may issue shares directly to agents participating in the Plan. In that event,
AAG will use the proceeds from the sale of such shares of Common Stock for
general corporate purposes.
SUMMARY OF PLAN
Introduction
- ------------
The Plan was adopted by the AAG Board of Directors on October 11, 1994. The
Plan will provide agents of GALIC and certain of its subsidiaries ("Eligible
Agents"), the ability to acquire or increase ownership interests in AAG. The
purpose of the Plan is to assist GALIC in attracting and retaining qualified
agents and providing additional incentives to Eligible Agents.
The following summary of the principal provisions of the Plan does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the full text of the Plan, which is included in this Prospectus as
Attachment No. 1.
Administration
- --------------
The Plan will be administered by a committee of the AAG Board of Directors
(the "Committee"). Subject to the provisions of the Plan, the Committee has full
discretionary authority to interpret the Plan, to issue rules for administering
the Plan, to change, alter, amend or rescind such rules, and to make all other
determinations, interpretations and decisions. All actions of the Committee
shall be final and conclusive. No member of the Board of Directors or the
Committee shall be liable for any action, determination or omission taken or
made in good faith with respect to the Plan or any right granted thereunder.
The AAG Board of Directors has designated the Organization and Policy
Committee to administer the Plan. As of the date hereof, the members of the
Committee were John T. Lawrence III and Ronald G. Joseph. Each member of the
Committee serves at the pleasure of the AAG Board of Directors.
<PAGE>
- 4 -
Participation in the Plan
- -------------------------
Each Eligible Agent may participate in the Plan by filing with GALIC an
election to purchase form (the "Form") (such Eligible Agents who elect to
participate in the Plan are hereinafter referred to as "Participating Agents").
The Form must specify the date on which participation is to commence, which may
not be retroactive. The Form may authorize specified annuity commission
deductions. In addition, Participating Agents may make lump-sum payments to be
used to purchase shares of Common Stock pursuant to the Plan. All regular
commission deductions and lump-sum contributions shall be recorded in a
non-interest bearing account which AAG shall establish for Participating Agents
(the "Share Purchase Account").
Calculation of Shares Purchased
- -------------------------------
Each Participating Agent having funds in his or her Share Purchase Account
on a Purchase Date (as defined in the Plan) shall be deemed, without any further
action, to have been granted and exercised on such Purchase Date, the option to
purchase the number of whole and fractional shares of Common Stock which the
funds in his or her Share Purchase Account would purchase at the Purchase Price
(as hereafter defined), subject to certain limitations, on such Purchase Date.
Purchase Price
- --------------
The Purchase Price for each whole or fractional share shall be 92.5% of the
fair market value of such whole or fractional share on the Purchase Date. GALIC,
or the relevant subsidiary, as the case may be, will pay the remaining 7.5% of
the fair market value.
If the Common Stock is purchased from AAG, fair market value shall be the
mean of the high and low sales prices of the Common Stock on the Purchase Date
on the New York Stock Exchange Composite Tape (or the principal market in which
the shares are traded, if the Common Stock is not listed on the New York Stock
Exchange on such date), or, if the Common Stock is not traded on such Date, the
mean of the high and low sales prices of the Common Stock on the next preceding
day on which sales were made. If the Common Stock is purchased in market
transactions, fair market value means the actual purchase price of the Common
Stock acquired, plus commissions and other acquisition expenses.
Restrictions on Transfer
- ------------------------
No Participating Agent shall be entitled to sell or withdraw any Common
Stock purchased under the Plan during the two (2) calendar years following the
date of purchase of such Common Stock.
<PAGE>
- 5 -
Limitation on Purchase of Shares
- --------------------------------
No Participating Agent may purchase in excess of ten thousand (10,000)
shares under the Plan in any calendar year.
Summary of Federal Income Tax Consequences
- ------------------------------------------
The following is a summary of the principal anticipated Federal income tax
consequences of transactions under the Plan based on current Federal income tax
laws and interpretations thereof. This summary does not take into account
possible changes in such laws or interpretations, including amendments to
applicable statutes or regulations or changes in judicial or administrative
rulings, some of which may have retroactive effect. The summary does not purport
to address all aspects of the possible Federal income tax consequences of
transactions under the Plan and is not intended as tax advice to any person.
This summary is not intended to be exhaustive and does not describe state or
local tax consequences. PARTICIPANTS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING POTENTIAL STATE AND LOCAL TAX CONSEQUENCES, AS WELL AS FEDERAL INCOME
TAX CONSEQUENCES THAT MAY BE PERTINENT TO THEIR INDIVIDUAL TAX SITUATIONS.
Section 83 of the Internal Revenue Code of 1986, as amended ("the Code")
and the regulations thereunder govern the tax consequences of purchases of
Common Stock pursuant to the Plan. Code Section 83 establishes: (1) whether a
transfer results in income to the recipient, (2) the time at which the recipient
recognizes income; (3) the amount of the income recognized by the recipient; and
(4) the timing and amount of the transferor's deduction.
THE CODE PROVIDES THAT INCLUSION IN INCOME, AND THEREFORE THE INCIDENCE OF
TAXATION, IS DELAYED WHEN STOCK IS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE
AND RESTRICTIONS ON TRANSFERABILITY. AT SUCH TIME WHEN A SUBSTANTIAL RISK OF
FORFEITURE IS NO LONGER PRESENT, OR WHEN STOCK IS FREELY TRANSFERABLE, INCLUSION
IN INCOME AND THE INCIDENCE OF TAXATION WILL BE TRIGGERED. AS DESCRIBED BELOW,
COMMON STOCK ACQUIRED PURSUANT TO THE PLAN IS NOT SUBJECT TO A SUBSTANTIAL RISK
OF FORFEITURE. COMMON STOCK ACQUIRED BY A PARTICIPATING AGENT UNDER THE PLAN IS
SUBJECT TO A RESTRICTION ON TRANSFER FOR TWO (2) YEARS. HOWEVER, OWNERSHIP OF
SUCH COMMON STOCK BECOMES FULLY VESTED ON THE RELEVANT PURCHASE DATE. THUS, IT
CAN BE EXPECTED THAT RECIPIENTS OF COMMON STOCK UNDER THE PLAN WILL INCLUDE IN
INCOME THE AMOUNT BY WHICH THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE
PURCHASE DATE EXCEEDS THE PURCHASE PRICE TO THE PARTICIPATING AGENT. THIS INCOME
WILL BE RECOGNIZED BY THE PARTICIPATING AGENT IN THE TAXABLE YEAR IN WHICH THE
PURCHASE OCCURS.
The basis in the stock to the Participating Agent is the Purchase Price of
the Common Stock plus the amount recognized as ordinary income by the
Participating Agent. The holding period begins on the Purchase Date. If the
Participating Agent subsequently disposes of the stock, the recipient will
recognize capital gain or loss, provided that the stock is a capital asset in
the Participating Agent's hands, which is usually the case.
<PAGE>
- 6 -
Deduction to Company
- --------------------
GALIC or the relevant subsidiary, as the case may be, will be entitled to
deduct the exact amount that a Participating Agent includes in income upon
purchase of Common Stock. GALIC or the relevant subsidiary, as the case may be,
will be entitled to this deduction in the taxable year in which the
Participating Agent recognizes income.
RISK FACTORS
The following factors and other information described herein should be
carefully considered prior to purchasing the Common Stock offered hereby.
Restrictions on Transfer
- ------------------------
Shares of Common Stock purchased pursuant to the Plan may not be
transferred for two (2) years following the date of purchase. See "Summary of
Plan--Restrictions on Transfer".
Environmental Matters Involving AAG
- -----------------------------------
AAG has certain continuing obligations with respect to the investigation
and cleanup of hazardous substances disposed of or spilled by AAG's former
electronic component manufacturing operations, at facilities still owned by AAG
and facilities transferred in connection with sales of certain operations, as
well as at disposal sites operated by third parties. In addition, AAG has
indemnified the purchasers of its former operations for the cost of such
activities. Based on the annual costs incurred by AAG over the past several
years and discussions with its independent environmental consultants, management
believes that reserves for such cleanup activities are sufficient in all
material respects to satisfy the known liabilities. See "Information Regarding
AAG".
DESCRIPTION OF COMMON STOCK
AAG has 100,000,000 shares of $1 par value Common Stock authorized. Holders
of Common Stock are entitled to one vote per share. As of September 15, 1998,
there were 42,925,683 shares outstanding.
Holders of Common Stock are entitled to receive dividends out of funds
legally available therefor if, when and as declared by the AAG Board of
Directors in its discretion; and upon liquidation, dissolution or winding up of
AAG to share ratably in assets of AAG lawfully available for distribution to
holders of Common Stock. Holders of Common Stock do not have any preemptive
rights.
The shares of Common Stock offered hereby, when issued in accordance with
the Plan, will be fully paid and non-assessable and listed on the New York Stock
Exchange.
<PAGE>
- 7 -
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
on for AAG by Mark F. Muething, Esq., Senior Vice President, General Counsel and
Secretary of AAG. Mr. Muething is a full-time employee of AAG and owns Common
Stock and options to purchase Common Stock.
EXPERTS
The consolidated financial statements of AAG appearing in AAG's annual
report (Form 10-K) for the year ended December 31, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
Attachment No. 1
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(ADOPTED OCTOBER 11, 1994)
<PAGE>
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(ADOPTED OCTOBER 11, 1994)
(1) PURPOSE
The purpose of the Great American Life Insurance Company Agent Stock
Purchase Plan (the "Plan") is to enable agents of Great American Life Insurance
Company (the "Company") to acquire or increase ownership interests in American
Annuity Group, Inc. ("Parent"), the parent of the Company, on a basis that will
encourage them to perform at increasing levels of effectiveness and use their
best efforts to promote the growth and profitability of the Company and Parent.
This is to be done by providing agents a continued opportunity to purchase
shares of the Parent's Common Stock, One Dollar ($1.00) par value ("Shares"),
from the Parent through periodic offerings commencing January 1, 1995 or as soon
as practicable thereafter (the "Effective Date"). For this purpose, except as
otherwise provided in Section (18), the maximum aggregate number of Shares which
Participating Agents (defined in Section (4) below) may purchase under the Plan
is One Million (1,000,000).
(2) ADMINISTRATION
(a) The Plan shall be administered by a committee of the Board of Directors
of the Parent designated by the Board of Directors (the "Committee"), consisting
of at least Three (3) members. All Committee members shall serve, and may be
removed, at the pleasure of the Board of Directors.
(b) For purposes of administration of the Plan, a majority of the members
of the Committee (but not less than Two (2)) eligible to serve as such shall
constitute a quorum, and any action taken by a majority of such members of the
Committee present at any meeting at which a quorum is present, or acts approved
in writing by a majority of such members of the Committee, shall be the acts of
the Committee.
(c) Subject to the provisions of the Plan, the Committee shall have full
discretionary authority to interpret the Plan, to issue rules for administering
the Plan, to change, alter, amend or rescind such rules, and to make all other
determinations necessary or appropriate for the administration of the Plan. All
determinations, interpretations and constructions made by the Committee pursuant
to this Section shall be final and conclusive. No member of the Board of
Directors or the Committee shall be liable for any action, determination or
omission taken or made in good faith with respect to the Plan or any right
granted hereunder.
(d) The Committee will engage a bank trust department or other financial
institution as agent (the "Plan Agent") to perform custodial and record-keeping
functions for the Plan, such as holding record title to the participating
agents' Share certificates, maintaining an individual investment account for
each such agent and providing periodic account status reports to such agents.
(e) The Committee shall have full discretionary authority to delegate
ministerial functions to management of the Company or the Parent.
A-2
<PAGE>
(3) ELIGIBLE AGENTS
All agents of the Company, and of such of its Subsidiaries as may be
designated for such purpose from time to time by the Committee, shall be
eligible to participate in the Plan ("Eligible Agents").
(4) ELECTION TO PARTICIPATE
Each Eligible Agent may participate in the Plan by filing with the Company
an election to purchase form (the "Form"). Eligible Agents who so elect to
participate in the Plan are hereinafter referred to as "Participating Agents".
The Form must specify the date on which participation is to commence, which may
not be retroactive. The Form may authorize specified commission deductions. In
addition, Participating Agents may make lump-sum payments to be used to purchase
Shares pursuant to the Plan. All regular commission deductions and lump-sum
contributions shall be recorded in a non-interest bearing account which the
Parent shall establish for Participating Agents (the "Share Purchase Account").
All funds recorded in the Share Purchase Account may be used by the Parent
for any corporate purpose, subject to the right of a Participating Agent to
withdraw at any time an amount equal to the balance accumulated in his or her
Share Purchase Account upon withdrawal from participation in the Plan as
described in Section (7) below. Funds recorded in Share Purchase Accounts shall
not be required to be segregated from any funds of the Parent.
(5) DEDUCTION CHANGES
A Participating Agent may at any time increase or decrease his or her
commission deduction by filing a new Form. The change will become effective as
soon as practicable after receipt of the Form. A commission deduction change
(which shall include any increase or decrease) may not be made more than twice
during any calendar year.
(6) LIMITATION ON PURCHASE OF SHARES
No Participating Agent may be granted a right to purchase in excess of Ten
Thousand (10,000) Shares under this Plan in any calendar year.
(7) WITHDRAWAL OF FUNDS
A Participating Agent may at any time prior to a Purchase Date (defined in
Section (8) below) and for any reason withdraw from participation in the Plan,
in which case the entire balance accumulated in his or her Share Purchase
Account shall be paid to him or her as soon as practicable thereafter. Partial
withdrawals will not be permitted.
(8) METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
The term "Share Purchase Period" shall mean a period of One (1), Two (2) or
Three (3) calendar months, as determined by the Committee. The term "Purchase
Date" as used in the Plan shall mean the last business day of each Share
Purchase Period (or as soon as practicable thereafter) commencing after the
Effective Date. Each Participating Agent having funds in his or her Share
Purchase Account on a Purchase Date shall be deemed, without any further action,
to have been granted on such Purchase Date, and to have exercised on such
Purchase Date, the option to purchase the number of whole and fractional Shares
A-3
<PAGE>
which the funds in his or her Share Purchase Account would purchase at the
Purchase Price (as hereinafter defined) on such Purchase Date, subject to the
Share limitation in Section (1) and the restrictions set forth in Section (6).
Such option will be deemed exercised if the Participating Agent does not
withdraw such funds prior to the Purchase Date. All Shares so purchased
(including fractional Shares) shall be immediately credited to a separate
Investment Account established by the Plan Agent for each Participating Agent.
At no time will AAG or GALIC be considered to be the owner of any Shares
acquired pursuant to the Plan. The Plan Agent shall hold in its name or the name
of its nominee all certificates for Shares purchased until Shares are withdrawn
by a Participating Agent pursuant to Section (10) below. No risk of forfeiture
to the Participating Agent exists once the shares are purchased and credited to
the Investment Account.
All cash dividends paid with respect to the whole and fractional Shares in
a Participating Agent's Investment Account shall, unless otherwise directed by
the Committee, be credited to his or her Investment Account and used, in the
same manner as commission deductions, to purchase additional Shares under the
Plan on the next Purchase Date, subject to the Share limitation in Section (1)
and the restrictions set forth in Section (6). Shares so purchased shall be
added to the Shares held for the Participating Agent in his or her Investment
Account.
(9) PURCHASE PRICE
The Purchase Price for each whole or fractional Share shall be Ninety-Two
and One-Half Percent (92.5%) of the fair market value of such whole or
fractional Share on the Purchase Date (as defined in Section (8) above),
provided that the Purchase Price shall in no event be less than the par value of
such Share.
Fair market value shall be the mean of the high and low sales prices of
such Shares on the Purchase Date on the New York Stock Exchange Composite Tape
(or the principal market in which the Shares are traded, if the Shares are not
listed on the New York Stock Exchange on such Date), or, if the Shares shall not
have been traded on such Date, the mean of the high and low sales prices of such
Shares on the next preceding day on which sales were made. If Shares are
purchased in market transactions, fair market value means the actual purchase
price of the Share acquired, plus commissions and other acquisition expenses.
(10) WITHDRAWAL OF CERTIFICATES
Subject to Sections (13) and (21) below, a Participating Agent shall have
the right at any time to withdraw a certificate or certificates for all or a
portion of the Shares credited to his or her Investment Account by giving
written notice to the Plan Agent, provided, however, that (a) no Participating
Agent shall be entitled to receive a certificate for any Share prior to two (2)
calendar years after the date that Share was purchased under the Plan, (b) no
such request may be made more frequently than once each calendar year and (c) no
Participating Agent shall be entitled to receive a certificate for any
fractional Share. The Parent will pay any stamp taxes imposed in connection with
the issuance of any certificate under the Plan.
(11) REGISTRATION OF CERTIFICATES
Each certificate withdrawn by a Participating Agent may be registered only
in the name of the Participating Agent, or, if the Participating Agent so
indicated on the Participating Agent's Form, in the Participating Agent's name
jointly with another person, with right of survivorship. A Participating Agent
who is a resident of a jurisdiction which does not recognize such a joint
A-4
<PAGE>
tenancy may have certificates registered in the Participating Agent's name as
tenant in common or as community property with another person, without right of
survivorship.
(12) VOTING
The Plan Agent shall vote all Shares held in an Investment Account in
accordance with the Participating Agent's instructions. To the extent the Plan
Agent does not receive instructions with respect to the voting of any Shares
held in the Investment Account such Shares shall be voted in the same proportion
as the Shares as to which the Plan Agent has received instructions.
(13) LIMITATION ON RESALE
Notwithstanding anything in the Plan to the contrary, no Participating
Agent shall be entitled to sell any Share purchased under the Plan (or withdraw
any certificate representing any such Share) during the two (2) calendar years
following the date of purchase of such Share.
(14) RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF AGENCY
RELATIONSHIP
In the event of a Participating Agent's retirement, death or other
termination of the Participating Agent's status as an agent of the Company, or
in the event that a Participating Agent otherwise ceases to be an Eligible
Agent, no commission deduction shall be taken from any amount due and owing to
the Participating Agent thereafter, and the balance in the Participating Agent's
Share Purchase Account shall be paid to the Participating Agent, or in the event
of the Participating Agent's death, to his or her designated beneficiary under
the Plan (and, if none, then to his or her estate).
(15) RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating Agent other
than by will or the laws of descent and distribution, and are exercisable during
the agent's lifetime only by the agent.
(16) NO RIGHT TO CONTINUED RELATIONSHIP WITH THE COMPANY
Neither the Plan nor any right granted under the Plan shall confer upon any
Participating Agent any right to continuance of an agent or any other
relationship with the Company, or interfere in any way with the right of the
Company to terminate the agency relationship of such Participating Agent.
(17) APPLICATION OF FUNDS
All funds received or held by the Parent under this Plan may be used for
any corporate purpose.
(18) ADJUSTMENT IN CASE OF CHANGES AFFECTING SHARES
In the event of a subdivision of outstanding Shares, or the payment of a
stock dividend, the Share limitation set forth in Section (1) shall be adjusted
proportionately, and such other adjustments shall be made as may be deemed
equitable by the Committee.
A-5
<PAGE>
(19) AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from time to time, amend this
Plan in any respect, but no such amendment shall be effective with respect to
shares purchased pursuant to the Plan prior to the date of such amendment.
(20) TERMINATION OF THE PLAN
The Plan and, except as provided below, all rights of Eligible Agents under
any offering hereunder shall terminate on the earliest of:
(a) The date that Participating Agents become entitled to purchase a number
of Shares greater than the number of Shares remaining available for purchase in
accordance with Section (1), as adjusted by Section (18), in which case if the
number of Shares so purchasable is greater than the Shares remaining available,
the available Shares shall be allocated by the Committee among such
Participating Agents on a pro rata basis;
(b) Any date selected by the Board of Directors in its discretion; or
(c) The date set forth in Section 25(b) of this Plan.
Upon termination of this Plan, all amounts in the Share Purchase Accounts
of Participating Agents shall be carried forward into the Participating Agent's
Share Purchase Account under a successor plan, if any, or promptly refunded.
The Board of Directors shall have the right to suspend the Plan at any
time.
(21) GOVERNMENTAL REGULATIONS
(a) Anything contained in this Plan to the contrary notwithstanding, the
Parent shall not be obligated to sell or deliver any Shares or certificates
under this Plan unless and until the Parent is satisfied that such sale or
delivery complies with (i) all applicable requirements of the New York Stock
Exchange (or the governing body of the principal market in which such Shares are
traded, if such Shares are not then listed on that Exchange), (ii) all
applicable provisions of the Securities Act of 1933 and (iii) all other laws or
regulations by which the Company or Parent is bound or to which the Company or
Parent is subject.
(b) The Company or the Parent may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with any Shares.
The obligation of the Parent to deliver certificates under this Plan is
conditioned upon the satisfaction of the provisions set forth in the preceding
sentence.
A-6
<PAGE>
(22) SOURCE OF SHARES
Shares to be purchased from the Parent under the Plan shall be (a)
previously acquired treasury Shares or (b) authorized but unissued Shares.
Notwithstanding anything to the contrary in this Plan, if and to the extent
authorized by the Committee, the Plan Agent may make purchases of Shares on
behalf of Participating Agents under the Plan through market transactions rather
than purchases from the Company.
(23) REPURCHASE OF SHARES
The Company shall not be required to repurchase from any Participating
Agent any Shares which such Participating Agent acquires under the Plan.
(24) EXPENSES OF MAINTAINING PLAN
Except as provided in this Section, the Company shall be responsible for
all expenses of operating the Plan. If Shares are purchased through market
transactions as permitted by Section 22, all commissions and other expenses of
purchasing such shares shall be included in the calculation of fair market value
of the Shares so purchased and shall be paid by the Participating Agent
purchasing the shares. All commissions and other expenses of selling any Shares
acquired pursuant to the Plan shall be paid by the Participating Agent whose
shares are sold.
(25) EFFECTIVE DATE; DURATION
(a) Effective Date. The Plan shall become effective upon the date of its
adoption by the Board.
(b) Duration. Unless earlier terminated by the Board or the Committee
pursuant to the provisions of the Plan, the Plan shall terminate on the tenth
anniversary of its effective date as hereinbefore specified. No Shares shall be
purchased under the Plan after such termination date.
A-7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by American Annuity Group, Inc. (the
"Registrant") in connection with the registration of the securities offered
hereby are as follows:
SEC filing fee........................................... $3,000
Printing and engraving expenses........................... 2,000
Legal fees and expenses................................... 1,500
Accounting fees and expenses.............................. 1,500
Miscellaneous............................................. -
------
Total.............................................. $8,000
======
ITEM 15. 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 officer 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
*5.1 Opinion of Mark F. Muething, Esq.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Mark F. Muething, Esq. (included in Exhibit 5.1).
*24.1 Powers of Attorney (contained in, and incorporated herein by reference
to, the signature page of the Registration Statement).
*99.1 1994 Great American Life Insurance Company Agent Stock Purchase Plan
--------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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.
(iii)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.
(2) 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.
(3) 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.
II-2
<PAGE>
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 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than 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 Securities Act and will be governed by the final
adjudication of such issue.
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
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<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-3 and has duly caused this Post-Effective
Amendment No. 3 to Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Cincinnati, State of Ohio,
on September 18, 1998.
AMERICAN ANNUITY GROUP, INC.
By: /s/Mark F. Muething
----------------------------
Name: Mark F. Muething
Title: Senior Vice President,
General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
------------------------ Chairman of the Board September __, 1998
Carl H. Lindner and Chief Executive
Officer (Principal
Executive Officer)
and Director
*
------------------------- President and Director September __, 1998
S. Craig Lindner
*
------------------------- Director September __, 1998
Robert A. Adams
*
------------------------- Director September __, 1998
A. Leon Fergenson
*
------------------------- Director September __, 1998
Ronald G. Joseph
II-4
<PAGE>
*
-------------------------- Director September __, 1998
John T. Lawrence III
*
-------------------------- Director September __, 1998
William R. Martin
*
-------------------------- Senior Vice President, September __, 1998
William J. Maney Treasurer and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*By: /s/Mark F. Muething
----------------------- Attorney-in-Fact September 18, 1998
Mark F. Muething
