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SUPPLEMENT TO PROSPECTUS
AND STATEMENT OF ADDITIONAL INFORMATION
OF WESTERN-SOUTHERN LIFE ASSURANCE COMPANY
SEPARATE ACCOUNT 1 AND SEPARATE ACCOUNT 2
IN CONNECTION WITH THE GROWTH AND INCOME PORTFOLIO
OF SELECT ADVISORS PORTFOLIOS
THIS SUPPLEMENT IS DATED SEPTEMBER 19, 1997.
The Prospectuses and Statements of Additional Information of
Western-Southern Life Assurance Company Separate Account 1 and Separate Account
2, each dated May 1, 1997, are hereby amended and supplemented as follows:
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NEW PORTFOLIO ADVISOR
On August 15, 1997, the Board of Trustees of the SA Trust approved the
appointment of Scudder, Stevens & Clark, Inc. ("Scudder") as the Portfolio
Advisor to the Growth and Income Portfolio (the "Portfolio") effective September
1, 1997. On September 18, 1997, the shareholders of the Portfolio approved a
Portfolio Advisory Agreement with Scudder. Under the Portfolio Advisory
Agreement, the Portfolio's Advisor will pay Scudder a fee equal at an annual
rate to 0.50% of the first $150 million of the Portfolio's average net assets
and 0.45% of the Portfolio's average net assets in excess of $150 million.
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Robert T. Hoffman, Lori Ensinger, Deborah Chaplin, Benjamin W.
Thorndike, and Kathleen T. Millard are the individuals primarily responsible for
the day-to-day management of the Growth & Income Portfolio. Mr. Hoffman, Lead
Product Manager, joined Scudder in 1990. He has 13 years of experience in
the investment industry, including several years of pension fund management
experience.
Lori Ensinger, Lead Portfolio Manager focuses on stock selection and
investment strategy. She has worked as a portfolio manager since 1983, and
joined Scudder in 1993.
Deborah Chaplin, Portfolio Manager, also focuses on stock selection
and investment strategy. Ms. Chaplin, who joined Scudder in 1996, has over four
years of experience as a securities analyst and portfolio manager. Prior to
joining Scudder, Ms. Chaplin was a research fellow in the Faculty of Letters
at Kyoto University, Japan.
Benjamin W. Thorndike, Portfolio Manager, is the Growth & Income
Portfolio's chief analyst and strategist for convertible securities. Mr.
Thorndike, who has 18 years of investment experience, joined Scudder in 1983.
Kathleen T. Millard, Portfolio Manager, has been involved in the
investment industry since 1983 and has worked as a portfolio manager since 1986.
Ms. Millard, who joined Scudder in 1991, focuses on strategy and stock
selection.
All of the outstanding voting and nonvoting securities of Scudder are
held of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce, and Edmond
D. Villani in their capacity as the representatives of the beneficial owners of
such securities. Scudder has been registered as an investment advisor under the
Advisors Act since 1943. As of July 31,1997, Scudder had assets under management
in excess of $125 billion. Scudder's principal executive offices are located at
345 Park Avenue, New York, New York.
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ACQUISITION OF SCUDDER
On June 26, 1997, Scudder entered into a Transaction Agreement (the
"Transaction Agreement") with Zurich Insurance Company ("Zurich"). Under the
terms of the Transaction Agreement, Zurich will acquire a majority interest in
Scudder, and Zurich Kemper Investments, Inc. ("ZKI"), a Zurich subsidiary, will
become part of Scudder. Scudder's name will be changed to Scudder Kemper
Investments, Inc. ("Scudder Kemper"). The foregoing are referred to as the
"Transactions." The headquarters of Scudder Kemper will be in New York. Edmond
D. Villani, Scudder's CEO, will continue as CEO of Scudder Kemper and will
become a member of Zurich's Corporate Executive Board.
As required by the 1940 Act, the Portfolio Advisory Agreement with
Scudder will terminate upon consummation of the Transactions. At a meeting held
on August 15, 1997, the Board of Trustees of the SA approved the selection of
Scudder Kemper as portfolio advisor to the Portfolio subsequent to the
Transactions and approved a new Portfolio Advisory Agreement. At a meeting of
shareholders held on September 18, 1997, the shareholders of the Portfolio also
approved the new Portfolio Advisory Agreement with Scudder Kemper. The new
Portfolio Advisory Agreement will become effective upon the consummation of the
Transactions. The new Portfolio Advisory Agreement with Scudder Kemper will not
change any of the terms of the Portfolio Advisory Agreement with Scudder that
will then be in effect, except for the effective date and the change to
Scudder's name.
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INFORMATION ABOUT TRANSACTIONS AND SCUDDER KEMPER
Under the Transaction Agreement, Zurich will pay $866.7 million in cash
to acquire two-thirds of Scudder's outstanding shares and will contribute ZKI to
Scudder for additional shares, following which Zurich will have a 79.1% fully
diluted equity interest in the combined business. Zurich will then transfer a
9.6% fully diluted equity interest in Scudder Kemper to a compensation pool for
the benefit of Scudder and ZKI employees, as well as cash and warrants on Zurich
shares for award to Scudder employees, in each case subject to five-year vesting
schedules. After giving effect to the Transactions, current Scudder shareholders
will have a 29.6% fully diluted equity interest in Scudder Kemper and Zurich
will have a 69.5% fully diluted interest in Scudder Kemper.
The purchase price for Scudder or for ZKI in the Transactions is
subject to adjustment based on the impact to revenues of non-consenting clients,
and will be reduced if the annualized investment management fee revenues
(excluding the effect of market changes, but taking into account new assets
under management) from clients at the time of closing, as a percentage of
revenue run rates as of June 30, 1997 (the "Revenue Run Rate Percentage"), is
less than 90%.
The names, addresses and principal occupations of the initial directors
of Scudder Kemper are as follows: Lynn S. Birdsong, 345 Park Avenue, New York,
New York, Managing Director of Scudder; Cornelia M. Small, 345 Park Avenue, New
York, New York, Managing Director of Scudder; and Edmond D. Villani, 345 Park
Avenue, New York, New York, President and Chief Executive Officer of Scudder;
Lawrence W. Cheng, Mythenquai 2, Zurich, Switzerland, Chief Investment Officer
for Investments and Institutional Asset Management and the corporate functions
of Securities and Real Estate for Zurich; Steven M. Gluckstern, Mythenquai 2,
Zurich, Switzerland, responsible for Reinsurance, Structured Finance, Capital
Market Products and Strategic Investments, and a member of the Corporate
Executive Board of Zurich; Rolf Hueppi, Mythenquai 2, Zurich, Switzerland,
Chairman of the Board and Chief Executive Officer of Zurich; and Markus
Rohrbasser, Mythenquai 2, Zurich, Switzerland, Chief Financial Officer and
member of the Corporate Executive Board of Zurich. The initial Executive
Committee members will be Messrs. Birdsong and Villani (Chairman) and Messrs.
Cheng and Rohrbasser.
The Transactions are subject to a number of conditions, including
approval by Scudder shareholders; the Revenue Run Rate Percentages of Scudder
and ZKI being at least 75%; Scudder and ZKI having obtained director and
shareholder approvals from registered funds representing 90% of assets of such
funds under management as of June 30, 1997; the absence of any restraining order
or injunction preventing the Transactions, or any litigation challenging the
Transactions that is reasonably likely to result in an injunction or
invalidation of the Transactions; and the continued accuracy of the
representations and warranties contained in the Transaction Agreement. The
Transactions are expected to close during the fourth quarter of 1997.
Founded in 1872, Zurich is a multinational, public corporation
organized under the laws of Switzerland. Its home office is located at
Mythenquai 2, 8002 Zurich, Switzerland. Historically, Zurich's earnings have
resulted from its operations as an insurer as well as from its ownership of its
subsidiaries and affiliated companies (the "Zurich Insurance Group"). Zurich and
the Zurich Insurance Group provide an extensive range of insurance products and
services, and have branch offices and subsidiaries in more than 40 countries
throughout the world. Zurich Insurance Group is particularly strong in the
insurance of international companies and organizations. Over the past few years,
Zurich's global presence, particularly in the United States, has been
strengthened by means of selective acquisitions.
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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
In connection with the assumption by Scudder of the role of Portfolio
Advisor to the Portfolio, the Board of Trustees of the SA Trust, at a meeting
held on August 15, 1997, approved an amendment (the "Amendment") to the
investment advisory agreement (the "Investment Advisory Agreement"), dated
September 9, 1994, between the SA Trust, on behalf of the Portfolio, and the
Advisor. On September 18, 1997, the shareholders of the Portfolio also approved
the Amendment. The Amendment increased the fee paid by the SA Trust, on behalf
of the Portfolio, to the Advisor. The Amendment increased the fee on the first
$150 million of average daily net assets of the Portfolio, on an annual basis,
from 0.75% of such average daily net assets of the Portfolio, to 0.80% of such
average daily net assets of the Portfolio. The fee on average daily net assets
of the Portfolio in excess of $150 million remains 0.75% of such assets. The
Amendment does not change the Investment Advisory Agreement in any other
respect.
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INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
In connection with the assumption by Scudder of the role of Portfolio
Advisor to the Portfolio, the Board of Trustees of the SA Trust, at a meeting
held on August 15, 1997, approved certain changes and additions to the
investment objectives, policies and restrictions of the Portfolio. The text that
follows replaces or adds to the corresponding text in the Prospectus or
Statement of Additional Information. Unless otherwise specified, the following
changes will become effective on October 1, 1997.
AMENDMENT TO INVESTMENT OBJECTIVES AND POLICIES
PROSPECTUS, PART II - "INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS --
GROWTH & INCOME PORTFOLIO"
The investment objective of the Portfolio is long term capital
appreciation and dividend income by investing primarily in a diversified
portfolio of dividend-paying common stocks, preferred stock and securities
convertible into common stocks. The Fund may also purchase such securities which
do not pay current dividends but which offer prospects for growth of capital and
future income. Convertible securities (which may be current coupon or zero
coupon securities) are bonds, notes, debentures, preferred stocks and other
securities which may be converted or exchanged at a stated or determinable
exchange ratio into underlying shares of common stock. The Portfolio may also
invest in non-convertible preferred stocks consistent with the Portfolio's
objective. Under normal conditions, at least 80% of the Portfolio's total assets
will be invested in common stocks and at least 65% of the Portfolio's total
assets will be invested in common stocks that, at the time of investment, will
be expected to pay regular dividends.
The Portfolio will generally invest a majority of its assets in common
stocks of issuers with total market capitalization of $1 billion or greater at
the time of purchase, but may invest in securities of companies having various
levels of market capitalization, including smaller companies whose securities
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may be more volatile and less liquid than securities issued by larger companies
with higher levels of net worth. Investments will be in companies in various
industries.
The Portfolio may also invest up to 20% of its total assets in foreign
securities, including securities of foreign issuers in the form of ADRs. The
Portfolio may not invest more than 5% of its total assets in the securities of
companies based in an emerging market. See "Risk Factors, Restrictions and
Certain Investment Techniques -- Foreign Securities" and "--Risks Associated
with `Emerging Markets' Securities."
The Portfolio may invest under normal circumstances up to 20% of its
total assets in preferred stocks, convertible preferred stock, bonds,
convertible debentures and other fixed-income instruments (the "Fixed Income
Instruments"). Within this 20% limitation, the Portfolio may invest in any
combination of Fixed Income Instruments subject to the following additional
limitations: (1) the Portfolio may invest up to 20% of its total assets in
convertible preferred stock and convertible debentures rated at least Ba by
Moody's or BB by S&P, (2) the Portfolio may invest up to 20% of its total assets
in non-convertible fixed income instruments rated at least Baa by Moody's or BBB
by S&P and (3) the Portfolio may invest up to 5% of its total assets in
non-convertible debt rated below Baa by Moody's or BBB by S&P. See "Risk
Factors, Restrictions and Certain Investment Techniques -- Convertible
Securities" and "--Medium and Lower Rated (`Junk Bonds') and Unrated Debt
Securities."
The Fund may invest up to 10% of its total assets in real estate
investment trusts ("REITs"), which pool investors' funds for investment
primarily in income-producing real estate or real estate-related loans or
interests. See "Risk Factors, Restrictions and Certain Investment Techniques --
Real Estate Investment Trusts."
The Portfolio may also invest up to 5% of its total assets in Standard
& Poor's Depositary Receipts ("SPDRs") in order to invest uncommitted cash
balances, to maintain liquidity to meet shareholder redemptions, or to minimize
trading costs. SPDRs represent ownership in a unit investment trust that holds a
portfolio of stocks designed to track the performance of the S&P 500 Index.
SPDRs are traded on the American Stock Exchange. See "Risk Factors, Restrictions
and Certain Investment Techniques -- Standard & Poor's Depositary Receipts."
ADDITIONAL DISCLOSURE ABOUT CONVERTIBLE SECURITIES, REITS AND SPDRS AND
ASSOCIATED RISK FACTORS
PROSPECTUS, PART II - "RISK FACTORS, RESTRICTIONS AND CERTAIN INVESTMENT
TECHNIQUES"
Convertible Securities. Convertible securities may offer higher income
than the common stocks into which they are convertible and include fixed-income
or zero coupon debt securities, which may be converted or exchanged at a stated
or determinable exchange ratio into underlying shares of common stock. Prior to
their conversion, convertible securities may have characteristics similar to
both non-convertible debt securities and equity securities.
While convertible securities generally offer lower yields than
non-convertible debt securities of similar quality, their prices may reflect
changes in the value of the underlying common stock. Convertible securities
entail less credit risk than the issuer's common stock.
Real Estate Investment Trusts. REITs can generally be classified as
equity REITs, mortgage REITs and hybrid REITs. Equity REITs, which invest the
majority of their assets directly in real property, derive their income
primarily from rents. Equity REITs can also realize capital gains by
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selling properties that have appreciated in value. Mortgage REITs, which invest
the majority of their assets in real estate mortgages, derive their income
primarily from interest payments on real estate mortgages in which they are
invested. Hybrid REITs combine the characteristics of both equity REITs and
mortgage REITs.
Investment in REITs is subject to risks similar to those associated
with the direct ownership of real estate (in addition to securities markets
risks). REITs are sensitive to factors such as changes in real estate values and
property taxes, interest rates, cash flow of underlying real estate assets,
supply and demand, and the management skill and creditworthiness of the issuer.
REITs may also be affected by tax and regulatory requirements.
Standard & Poor's Depositary Receipts ("SPDRs"). The Growth & Income
Portfolio may invest in SPDRs. SPDRs typically trade like a share of common
stock and provide investment results that generally correspond to the price and
yield performance of the component common stocks of the S&P 500 Index. There can
be no assurance that this can be accomplished as it may not be possible for the
Portfolio to replicate and maintain exactly the composition and relative
weightings of the S&P 500 Index securities. SPDRs are subject to the risks of an
investment in a broadly based portfolio of common stocks, including the risk
that the general level of stock prices may decline, thereby adversely affecting
the value of such investment.
REVISIONS TO INVESTMENT RESTRICTION FOR GROWTH & INCOME PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION - "INVESTMENT OBJECTIVES, TECHNIQUES,
POLICIES AND RESTRICTIONS -- INVESTMENT RESTRICTIONS"
As of September 18, 1997, investment restriction number 4 relating to
investments in real estate no longer applies with respect to the Portfolio. The
following two investment restrictions replace investment restriction number 4
only with respect to the Portfolio:
"As a matter of fundamental policy, the Growth & Income Portfolio may
not:
4a) purchase or sell real estate except that (a) the Portfolio may
invest in (i) securities of entities that invest or deal in real
estate, mortgages, or interests therein and (ii) securities secured by
real estate or interests therein and (b) the Portfolio may hold and
sell real estate acquired as a result of the Portfolio's ownership of
securities;
4b) purchase or sell interests in oil, gas or mineral leases,
commodities or commodity contracts (except futures and option
contracts) in the ordinary course of business.
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