VARIFLEX LS
N-30D, 1997-06-12
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<PAGE>

                                  VARIFLEX LS

                                  ANNUITY VIII

                               1996 ANNUAL REPORT


[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies

<PAGE>

A LETTER FROM THE PRESIDENT

Security  Benefit is one  company  dedicated  to the  successful  mastery of our
mission:  MAINTAINING A STRONG FINANCIAL  POSITION AND CONSISTENT GROWTH FOR THE
PROTECTION AND SECURITY OF ALL OF OUR POLICYHOLDERS AND CUSTOMERS.  All of us at
Security  Benefit renew our  commitment to this mission every day. We want to be
the best and do our best for you. As a member of the Security Benefit team, I am
especially proud that mastering successful growth is an achievement we have come
to expect as a team.

It is my pleasure  to report  that 1996 was again a record  year of  outstanding
achievements for Security Benefit.

*  Sales surpassed 1995 results by 48%

*  Profits are up 18% over last year

*  Revenues and deposit funds exceeded 1995 results by 28%

*  Company assets rose 17% over 1995 figures

These  accomplishments  would just be facts on paper  without the efforts of the
people who work at Security Benefit. They are the heart of our company, and I am
proud to be part of their team.

My wish for 1997 is to have  another  record year for our  company.  Last year's
accomplishments  will be difficult to top but all of us at Security Benefit have
our  sights  and goals  set  high.  We are well  positioned  with new,  creative
products  designed in response to our customers'  changing  investment goals and
lifestyle  requirements.  We know  true  mastery  does  not  come  easily.  With
perseverance  and attention to constantly  improving  what we do best, I know we
can do it.

HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board
President and Chief Executive Officer

                                       1
<PAGE>


BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Security Benefit Life Insurance Company
Topeka, Kansas

THOMAS R. CLEVENGER
Wichita, Kansas

SISTER LORETTO MARIE COLWELL
PRESIDENT
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
CHAIRMAN OF THE BOARD
Capitol Federal Savings & Loan Association
Topeka, Kansas

MELANIE S. FANNIN
PRESIDENT
Kansas - Southwestern Bell Telephone
Topeka, Kansas

WILLIAM W. HANNA
PRESIDENT & CHIEF OPERATING OFFICER
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Western Resources, Inc.
Topeka, Kansas

LAIRD G. NOLLER
PRESIDENT
Noller Enterprises
Topeka, Kansas

FRANK SABATINI
CHAIRMAN OF THE BOARD AND PRESIDENT
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
PRESIDENT
Hill's Pet Nutrition, Inc.
Topeka, Kansas


NOTICE OF POLICYOWNERS' MEETING

We  encourage  you to attend the annual  meeting of  policyowners  to be held on
Tuesday,  June 3, 1997 at Security  Benefit Life,  700 SW Harrison St.,  Topeka,
Kansas,  at 2:00 p.m. Each policyowner is entitled to vote,  either in person or
by proxy,  on all matters coming before the meeting.  Proxies are available from
the  corporate  secretary  and must be  returned  at least 30 days  prior to the
annual meeting.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com

                                       2
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Contractowners of SBL Variable Annuity Account VIII and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of SBL Variable Annuity Account
VIII (the  Company) as of  December  31,  1996,  and the  related  statement  of
operations  and changes in net assets for the year then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Variable Annuity Account VIII
at December 31, 1996,  and the results of its  operations and changes in its net
assets for the year then ended in conformity with generally accepted  accounting
principles.

                                                             Ernst & Young LLP

February 7, 1997

                                       3
<PAGE>

                 SBL VARIABLE ANNUITY ACCOUNT VIII (VARIFLEX LS)

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:

   SBL Fund:

     Series A (Growth Series) - 1,304,751 shares at net asset value
       of $24.31 per share (cost, $30,692)..........................  $  31,719

     Series B (Growth-Income Series) - 580,561 shares at net asset
       value of $35.40 per share (cost, $20,771)....................     20,552

     Series C (Money Market Series) - 1,297,710 shares at net asset
       value of $12.56 per share (cost, $16,204)....................     16,299

     Series D (Worldwide Equity Series) - 2,545,572 shares at net
       asset value of $6.14 per share (cost, $15,488)...............     15,630

     Series E (High Grade Income Series) - 1,538,241 shares at net
       asset value of $12.00 per share (cost, $18,684)..............     18,459

     Series J (Emerging Growth Series) - 585,572 shares at net
       asset value of $18.25 per share (cost, $10,498)..............     10,687

     Series K (Global Aggressive Bond Series) - 366,144 shares at net
       asset value of $10.72 per share (cost, $4,032)...............      3,925

     Series M (Specialized Asset Allocation Series) - 1,351,411 shares
       at net asset value of $12.05 per share (cost, $15,180).......     16,285

     Series N (Managed Asset Allocation Series) - 704,076 shares at net
       asset value of $12.02 per share (cost, $7,861)................     8,463

     Series O (Equity Income Series) - 1,728,336 shares at net
       asset value of $14.01 per share (cost, $21,854)...............    24,214

     Series S (Social Awareness Series) - 169,763 shares at net
       asset value of $19.08 per share (cost, $3,169)................     3,239
                                                                  -------------
Total assets.........................................................  $169,472
                                                                  ==============

                            See accompanying notes.
                                       4
<PAGE>

NET ASSETS
Net assets are represented by (Note 3):

                                                 NUMBER      UNIT
                                                OF UNITS     VALUE     AMOUNT
                                               -------------------------------
   Growth Series:
     Accumulation units......................  1,987,463     $15.96   $31,719

   Growth-Income Series:
     Accumulation units......................  1,388,519      14.80    20,552

   Money Market Series:
     Accumulation units......................  1,520,180      10.72    16,299

   Worldwide Equity Series:
     Accumulation units......................  1,183,160      13.21    15,630

   High Grade Income Series:
     Accumulation units......................  1,631,708      11.31    18,459

   Emerging Growth Series:
     Accumulation units......................    772,390      13.84    10,687

   Global Aggressive Bond Series:
     Accumulation units......................    328,077      11.96     3,925

   Specialized Asset Allocation Series:
     Accumulation units......................  1,361,078      11.96    16,285

   Managed Asset Allocation Series:
     Accumulation units......................    715,033      11.84     8,463

   Equity Income Series:
     Accumulation units......................  1,764,015      13.73    24,214

   Social Awareness Series:
     Accumulation units......................    220,549      14.69     3,239
                                                                     ----------
Total net assets.............................                        $169,472
                                                                     ==========

See accompanying notes.

                                       5
<PAGE>

                 SBL VARIABLE ANNUITY ACCOUNT VIII (VARIFLEX LS)

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                          YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                   HIGH
                                                                GROWTH-    MONEY      WORLDWIDE    GRADE     EMERGING
                                                      GROWTH    INCOME     MARKET       EQUITY     INCOME     GROWTH
                                                      SERIES    SERIES     SERIES       SERIES     SERIES     SERIES
                                                   ----------------------------------------------------------------
<S>                                                  <C>       <C>        <C>        <C>        <C>       <C>
Dividend distributions..........................        $167      $299       $619       $328       $651       $13  
Expenses (Note 2):
   Mortality and expense risk fee...............        (202)     (144)      (198)      (100)      (110)      (76) 
   Administrative fee...........................         (24)      (17)       (23)       (12)       (13)       (9) 
                                                   ----------------------------------------------------------------
Net investment income (loss)....................         (59)      138        398        216        528       (72) 

Capital gains distributions.....................       1,038     1,447          -        309          -       297  
Realized gain (loss) on investments.............         861       338         62        270       (215)      138  
Unrealized appreciation (depreciation) on                899      (325)       117        105       (298)      182  
   investments..................................
                                                   ----------------------------------------------------------------
Net realized and unrealized gain (loss) on             2,798     1,460        179        684       (513)      617  
   investments..................................
                                                   ----------------------------------------------------------------

Net increase in net assets resulting from              2,739     1,598        577        900         15       545  
   operations...................................

Net assets at beginning of year.................       3,825     3,162      2,991      1,441      2,777     1,589  
Variable annuity deposits (Notes 2 and 3).......      36,931    19,038     52,927     16,001     20,763    13,962  
Terminations and withdrawals (Notes 2 and 3)....     (11,776)   (3,246)   (40,196)    (2,712)    (5,096)   (5,409) 
                                                   ================================================================
Net assets at end of year.......................     $31,719   $20,552    $16,299    $15,630    $18,459   $10,687  
                                                   ================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                               SPECIALIZED    MANAGED
                                                     GLOBAL       ASSET         ASSET      EQUITY    SOCIAL
                                                   AGGRESSIVE   ALLOCATION   ALLOCATION    INCOME   AWARENESS
                                                   OND SERIES     SERIES       SERIES      SERIES    SERIES
                                                   ----------------------------------------------------------
<S>                                                  <C>         <C>          <C>        <C>         <C>
Dividend distributions..........................       $260         $144         $39         $42        $8
Expenses (Note 2):
   Mortality and expense risk fee...............        (30)        (145)        (72)       (189)      (20)
   Administrative fee...........................         (4)         (18)         (8)        (22)       (3)
                                                   ----------------------------------------------------------
Net investment income (loss)....................        226          (19)        (41)       (169)      (15)

Capital gains distributions.....................         44           67           8           3        41
Realized gain (loss) on investments.............        156          285         155         622        78
Unrealized appreciation (depreciation) on              (114)         998         536       2,141        53
   investments..................................
                                                   ----------------------------------------------------------
Net realized and unrealized gain on
   investments..................................         86        1,350         699       2,766       172
                                                   ----------------------------------------------------------

Net increase in net assets resulting from               312        1,331         658       2,597       157
   operations...................................

Net assets at beginning of year.................        923        5,004       2,468       3,102       467
Variable annuity deposits (Notes 2 and 3).......      4,266       12,169       6,890      21,963     3,033
Terminations and withdrawals (Notes 2 and 3)....     (1,576)      (2,219)     (1,553)     (3,448)     (418)
                                                   ==========================================================
Net assets at end of year.......................     $3,925      $16,285      $8,463     $24,214    $3,239
                                                   ==========================================================
</TABLE>

                                        7
<PAGE>

                        SBL VARIABLE ANNUITY ACCOUNT VIII

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - Variable Annuity Account VIII (the Account) is a separate account
of Security Benefit Life Insurance Company (SBL). The Account is registered as a
unit  investment  trust under the  Investment  Company Act of 1940,  as amended.
Deposits received by the Account are invested in the SBL Fund, a mutual fund not
otherwise available to the public. As directed by the owners,  amounts deposited
may be  invested  in shares of Series A (Growth  Series -  emphasis  on  capital
appreciation),  Series B (Growth-Income  Series emphasis on capital appreciation
with secondary emphasis on income),  Series C (Money Market Series - emphasis on
capital  preservation  while generating  interest  income),  Series D (Worldwide
Equity  Series - emphasis on long-term  capital  growth  through  investment  in
foreign and domestic common stocks and equivalents), Series E (High Grade Income
Series - emphasis  on current  income  with  security  of  principal),  Series J
(Emerging  Growth Series - emphasis on capital  appreciation),  Series K (Global
Aggressive Bond Series - emphasis on high current income with secondary emphasis
on  capital  appreciation),  Series M  (Specialized  Asset  Allocation  Series -
emphasis on high total return  consisting  of capital  appreciation  and current
income),  Series N (Managed Asset Allocation  Series - emphasis on high level of
total return), Series O (Equity Income Series - emphasis on substantial dividend
income  and  capital  appreciation)  and  Series S  (Social  Awareness  Series -
emphasis on high total return).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is owned 50% by SBL and 50% by  Security  Benefit  Group,  Inc.  (SBG),  a
wholly-owned subsidiary of SBL. SMC has engaged Lexington Management Corporation
to provide  sub-advisory  services for the  Worldwide  Equity  Series and Global
Aggressive Bond Series and has engaged T. Rowe Price Associates, Inc. to provide
sub-advisory  services for the Managed  Asset  Allocation  Series and the Equity
Income Series. SMC has also entered into agreements with Templeton  Quantitative
Advisors, Inc. and Meridian Investment Management Corporation to provide certain
quantitative  research services with respect to the Specialized Asset Allocation
Series.

INVESTMENT  VALUATION  -  Investments  in mutual  fund shares are carried in the
balance sheet at market value (net asset value of the  underlying  mutual fund).
The  first-in,  first-out  cost  method is used to  determine  gains and losses.
Security transactions are accounted for on the trade date.

                                       8
<PAGE>

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of investments purchased and proceeds from investments sold during 1996
were as follows (In Thousands):

                                                 -------------------------------
                                                     COST OF        PROCEEDS    
                                                    PURCHASES      FROM SALES   
                                                 -------------------------------

Growth Series..................................      $40,767         $14,633
Growth-Income Series...........................       22,294           4,917
Money Market Series............................       57,357          44,228
Worldwide Equity Series........................       17,845           4,031
High Grade Income Series.......................       23,119           6,924
Emerging Growth Series.........................       15,884           7,106
Global Aggressive Bond Series..................        5,138           2,178
Specialized Asset Allocation Series............       13,727           3,729
Managed Asset Allocation Series................        7,768           2,464
Equity Income Series...........................       23,567           5,218
Social Awareness Series........................        3,333             692

SBG's  investment in the subaccounts  represented the following  number of units
and contract  value of SBL Variable  Annuity  Account  VIII  contracts  owned at
December 31, 1996 (DOLLARS IN THOUSANDS):

                                                    NUMBER     CONTRACT
                                                   OF UNITS     VALUE
                                                 ------------------------

Global Aggressive Bond Series................       50,000       $598
Managed Asset Allocation Series..............       40,000        474

ANNUITY  RESERVES - As of  December  31,  1996  annuity  reserves  have not been
established  because  there are no  contracts  that have  matured and are in the
payout  stage.  Such  reserves  would be  computed  on the  basis  of  published
mortality  tables using  assumed  interest  rates that will provide  reserves as
prescribed by law. In cases where the payout option selected is life contingent,
SBL periodically  recalculates the required annuity reserves,  and any resulting
adjustment is either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS - Dividend and capital gains distributions paid by the
mutual  fund  to the  Account  are  reinvested  in  additional  shares  of  each
respective Series.  Dividend income and capital gains distributions are recorded
as income on the ex-dividend date.

FEDERAL  INCOME TAXES - Under  current law, no federal  income taxes are payable
with respect to the Account.

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                       9
<PAGE>

                        SBL VARIABLE ANNUITY ACCOUNT VIII

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an  administrative  fee equivalent to an annual rate of 0.15% of the
average  daily net asset value of each  account.  Mortality  and  expense  risks
assumed by SBL are  compensated  for by a fee  equivalent  to an annual  rate of
1.25%  of the  asset  value of each  contract,  of  which  0.7% is for  assuming
mortality risks and the remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent  state  law,  either  from the  purchase  payments  or from the amount
applied to effect an annuity at the time annuity payments commence.

3.  SUMMARY OF UNIT TRANSACTIONS (In Thousands)

                                                       UNITS
                                                     ---------
Growth Series:
   Variable annuity deposits......................    2,499
   Terminations and withdrawals...................      802
Growth-Income Series:
   Variable annuity deposits......................    1,372
   Terminations and withdrawals...................      232
Money Market Series:
   Variable annuity deposits......................    5,023
   Terminations and withdrawals...................    3,792
Worldwide Equity Series:
   Variable annuity deposits......................    1,273
   Terminations and withdrawals...................      216
High Grade Income Series:
   Variable annuity deposits......................    1,846
   Terminations and withdrawals...................      454
Emerging Growth Series:
   Variable annuity deposits......................    1,048
   Terminations and withdrawals...................      410
Global Aggressive Bond Series:
   Variable annuity deposits......................      380
   Terminations and withdrawals...................      138
Specialized Asset Allocation Series:
   Variable annuity deposits......................    1,089
   Terminations and withdrawals...................      199
Managed Asset Allocation Series:
   Variable annuity deposits......................      625
   Terminations and withdrawals...................      142
Equity Income Series:
   Variable annuity deposits......................    1,772
   Terminations and withdrawals...................      275
Social Awareness Series:
   Variable annuity deposits......................      215
   Terminations and withdrawals...................       32

                                       10
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[SBG LOGO]                                                       BULK RATE
The Security Benefit Group of Companies                      U.S. POSTAGE PAID
700 SW Harrison St.,                                             TOPEKA, KS
Topeka, Kansas 66636-0001                                      PERMIT NO. 428



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