As filed with the Securities and Exchange Commission on December 3, 1998
Registration No. 333-
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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.
BONUS PLAN
Mark F. Muething, Esq.
Senior Vice President,
General Counsel and Secretary
American Annuity Group, Inc.
Cincinnati, Ohio 45202
(513) 333-5300
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(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)
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Common Stock,
par value $1.00
per share 500,000 Shares $23.13 $11,565,000 $3,216
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(1) This Registration Statement is filed for up to 500,000 shares issuable
pursuant to the American Annuity Group, Inc. 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 prices of the Common Stock as reported on the
New York Stock Exchange on December 1, 1998 of $23.13 per share.
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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,
1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998.
3. The Company's Current Reports on Form 8-K dated May 27, 1998 and September
30, 1998.
4. 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 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 administra
tive 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
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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 American Annuity Group, Inc. Bonus 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)
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:
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(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. Notwith standing 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
prospec tus 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 Registra tion 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
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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.
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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 December 2, 1998.
AMERICAN ANNUITY GROUP, INC.
By:/s/Carl H. Lindner
------------------------------
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
- -------------------------- ------------------------------ ----------------
*/s/Carl H. Lindner
- -------------------------- Chairman of the Board and December 2, 1998
Carl H. Lindner Chief Executive Officer
(Principal Executive Officer)
*/s/S. Craig Lindner
- -------------------------- Director December 2, 1998
S. Craig Lindner
*/s/Robert A. Adams
- -------------------------- Director December 2, 1998
Robert A. Adams
*/s/A. Leon Fergenson
- -------------------------- Director December 2, 1998
A. Leon Fergenson
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*/s/Ronald G. Joseph
- -------------------------- Director December 2, 1998
Ronald G. Joseph
*/s/John T. Lawrence III
- -------------------------- Director December 2, 1998
John T. Lawrence III
*/s/William R. Martin
- -------------------------- Director December 2, 1998
William R. Martin
*/s/William J. Maney
- -------------------------- Senior Vice President, December 2, 1998
William J. Maney 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
December 2, 1998
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Gentlemen:
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
500,000 shares of Common Stock, $1.00 par value, of the Company pursuant to the
American Annuity Group, Inc. 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 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 23.2
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. Bonus
Plan for the registration of 500,000 shares of its common stock of our report
dated March 2, 1998, 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, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
December 1, 1998
EXHIBIT 10
AMERICAN ANNUITY GROUP, INC.
BONUS PLAN
1. ESTABLISHMENT AND PURPOSE
The Bonus Plan (the "Plan") shall be effective beginning calendar year
1998. 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
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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. Eligible Employees who receive a bonus may be
given the opportunity to defer receipt of the cash and/or Common Stock
portion of such payment through participation in the Company's Deferred
Compensation Plan.
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.
