VARIFLEX LS
N-30D, 1998-05-27
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<PAGE>
                       VARIFLEX LS AND VARIFLEX SIGNATURE

                                  ANNUITY VIII

                               1997 ANNUAL REPORT


[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies
<PAGE>
A LETTER FROM THE PRESIDENT

At  Security  Benefit  we  strive  for  the  optimum  in  financial   integrity,
operational  excellence  and core values.  Our  dedication to providing  quality
products and services is a never-ending  quest.  It's through these  commitments
that we  maintain a strong  financial  position  and  consistent  growth for the
protection and security of our policyholders and customers.

Capitalizing on opportunities and challenges,  1997 was a year of milestones for
Security Benefit.

*  Sales were up 5%

*  Profits were up 17%

*  Company assets rose 11%

*  Statutory equity rose 29%

We have long been positioned to meet the demand for flexible  annuities.  And we
took that one step  further in 1997 by  unveiling  Variflex  Signature.  Our new
variable annuity offers  opportunities for investors tired of low interest rates
and lack of control over their insurance investments.

Another  milestone for 1997 was FORTUNE magazine citing Security Benefit as "One
of the Best 100 Companies To Work for in America."  FORTUNE has discovered  what
our associates  already  know--that  Security  Benefit is a quality,  caring and
well-managed  place to work and grow. We understand  that  satisfied  people are
more  productive  people,  and that  translates to higher quality service to our
customers.

When it comes to quality service, 1997 was a banner season for Security Benefit.
DALBAR,  an  independent  research  firm that  rates the  service  standards  of
financial  services  organizations,  awarded us the first Quality Tested Service
Seal.  The award places  Security  Benefit at the pinnacle of superior  customer
service in the variable annuity industry.

As we move  forward,  our  sights  are set high to  continue  as a leader in the
financial  services  industry.  By  anticipating  evolving  needs and developing
appropriate solutions, we anticipate a prosperous and successful 1998.


HOWARD R. FRICKE

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

                                       1
<PAGE>
BOARD OF DIRECTORS

Howard R. Fricke
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

Thomas R. Clevenger
Wichita, Kansas

Sister Loretto Marie Colwell
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

John C. Dicus
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

Stephen J. Douglass
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

William W. Hanna
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

John E. Hayes, Jr.
Chairman of the Board and CEO
Western Resources, Inc.
Topeka, Kansas

Laird G. Noller
President
Noller Enterprises
Topeka, Kansas

Frank Sabatini
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

Robert C. Wheeler
Chairman and CEO
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 2, 1998 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 Contract Owners of Variable Annuity Account VIII and
The Board of Directors of Security Benefit Life Insurance Company


We have audited the accompanying  balance sheet of Variable Annuity Account VIII
(the Account) as of December 31, 1997,  and the related  statement of operations
and changes in net assets for the year then ended.  These  financial  statements
are the  responsibility of the Account'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, 1997, 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, 1997,  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 6, 1998

                                       3
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
Balance Sheet                                                  December 31, 1997
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)

  Investments:

    SBL Fund:

      Series A (Growth Series) - 2,378,259 shares at net asset
        value of $29.39 per share (cost, $66,101) ...................   $ 69,897

      Series B (Growth-Income Series) - 1,141,243 shares at net
        asset value of $41.60 per share (cost, $43,680) .............     47,476

      Series C (Money Market Series) - 1,556,165 shares at net
        asset value of $12.53 per share (cost, $19,383) .............     19,499

      Series D (Worldwide Equity Series) - 4,146,884 shares at
        net asset value of $6.14 per share (cost, $26,708) ..........     25,462

      Series E (High Grade Income Series) - 1,609,075 shares at
        net asset value of $12.25 per share (cost, $19,487) .........     19,711

      Series J (Emerging Growth Series) - 947,036 shares at net
        asset value of $21.33 per share (cost, $18,758) .............     20,200

      Series K (Global Aggressive Bond Series) - 472,096 shares
        at net asset value of $10.07 per share (cost, $5,097) .......      4,754

      Series M (Specialized Asset Allocation Series) - 1,482,455
        shares at net asset value of $12.29 per share (cost, $17,690)     18,219

      Series N (Managed Asset Allocation Series) - 1,206,492 shares
        at net asset value of $13.88 per share (cost, $15,166) ......     16,746

      Series O (Equity Income Series) - 3,073,718 shares at net
        asset value of $17.62 per share (cost, $46,198) .............     54,159

      Series P (High Yield Series) - 212,877 shares at net asset
        value of $17.60 per share (cost, $3,704) ....................      3,747

      Series S (Social Awareness Series) - 432,410 shares at net
        asset value of $22.25 per share (cost, $8,931) ..............      9,621

      Series V (Value Series) - 369,212 shares at net asset value
        of $13.13 per share (cost, $4,730) ..........................      4,848

      Series X (Small Cap Series) - 25,109 shares at net asset
        value of $9.58 per share (cost, $238) .......................        241
                                                                         -------
Total net assets ....................................................   $314,580
                                                                         =======

                            See accompanying notes.
                                       4
<PAGE>
NET ASSETS

Net assets are represented by (Note 3):
                                                NUMBER       UNIT
                                               OF UNITS      VALUE       AMOUNT
                                               --------      -----       ------
Growth Series:
   Accumulation units........................  3,449,970     $20.26     $ 69,897

Growth-Income Series:
   Accumulation units........................  2,571,374      18.46       47,476

Money Market Series:
   Accumulation units........................  1,754,200      11.12       19,499

Worldwide Equity Series:
   Accumulation units........................  1,835,594      13.87       25,462

High Grade Income Series:
   Accumulation units........................  1,607,065      12.27       19,711

Emerging Growth Series:
   Accumulation units........................  1,234,228      16.37       20,200

Global Aggressive Bond Series:
   Accumulation units........................    382,445      12.43        4,754

Specialized Asset Allocation Series:
   Accumulation units........................  1,454,825      12.52       18,219

Managed Asset Allocation Series:
   Accumulation units........................  1,213,323      13.82       16,746

Equity Income Series:
   Accumulation units........................  3,117,060      17.38       54,159

High Yield Series:
   Accumulation units........................    316,416      11.84        3,747

Social Awareness Series:
   Accumulation units........................    541,120      17.78        9,621

Value Series:
   Accumulation units........................    372,693      13.01        4,848

Small Cap Series:
   Accumulation units........................     25,182       9.55          241
                                                                         -------
Total net assets.............................                           $314,580
                                                                         =======

                            See accompanying notes.
                                       5
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS                               YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
                                                                  (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                            GLOBAL
                                                              GROWTH-     MONEY      WORLDWIDE   HIGH GRADE   EMERGING    AGGRESSIVE
                                                   GROWTH     INCOME      MARKET      EQUITY       INCOME      GROWTH        BOND
                                                   SERIES     SERIES      SERIES      SERIES       SERIES      SERIES       SERIES
                                                   ------     -------     ------     ---------   ----------   --------    ---------
<S>                                               <C>         <C>        <C>         <C>          <C>         <C>           <C>    
Dividend distributions ........................   $    331    $   759    $    893    $    466     $  1,148    $     49      $   376
Expenses (Note 2):
  Mortality and expense risk fee ..............       (609)      (410)       (228)       (278)        (210)       (194)         (56)
  Administrative fee ..........................        (75)       (49)        (27)        (33)         (25)        (23)          (7)
                                                  ---------------------------------------------------------------------------------
Net investment income (loss) ..................       (353)       300         638         155          913        (168)         313

Capital gains distributions ...................      3,092      1,883         ---       1,006          ---         424          113
Realized gain (loss) on investments ...........      5,030        745           3         769          (47)      1,118          (11)
Unrealized appreciation (depreciation) on
  investments .................................      2,769      4,015          21      (1,388)         449       1,253         (236)
                                                  ---------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
  investments .................................     10,891      6,643          24         387          402       2,795         (134)
                                                  ---------------------------------------------------------------------------------
Net increase in net assets resulting from
  operations ..................................     10,538      6,943         662         542        1,315       2,627          179
Net assets at beginning of year ...............     31,719     20,552      16,299      15,630       18,459      10,687        3,925
Variable annuity deposits (Notes 2 and 3) .....     58,190     28,181      62,829      20,102       15,897      19,212        5,137
Terminations and withdrawals (Notes 2 and 3) ..    (30,550)    (8,200)    (60,291)    (10,812)     (15,960)    (12,326)      (4,487)
                                                  ---------------------------------------------------------------------------------
Net assets at end of year .....................   $ 69,897    $47,476    $ 19,499    $ 25,462     $ 19,711    $ 20,200      $ 4,754
                                                  =================================================================================
</TABLE>
                            See accompanying notes.
                                       6
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  SPECIALIZED     MANAGED
                                                     ASSET         ASSET        EQUITY       HIGH       SOCIAL                SMALL
                                                  ALLOCATION     ALLOCATION     INCOME       YIELD     AWARENESS    VALUE      CAP
                                                    SERIES         SERIES       SERIES      SERIES      SERIES      SERIES    SERIES
                                                  -----------    ----------     ------      ------     ---------    ------    ------
<S>                                                <C>            <C>          <C>         <C>         <C>          <C>       <C>
Dividend distributions ........................    $   381        $   197      $   369     $    17     $    13      $  ---    $---
Expenses (Note 2):
  Mortality and expense risk fee ..............       (229)          (146)        (474)        (10)        (78)        (10)    ---
  Administrative fee ..........................        (27)           (18)         (57)         (1)         (9)         (1)    ---
                                                   -------------------------------------------------------------------------------
Net investment income (loss) ..................        125             33         (162)          6         (74)        (11)    ---

Capital gains distributions ...................        366            129          526           3         354         ---     ---
Realized gain on investments ..................        852            555        2,793          19         249          16     ---
Unrealized appreciation (depreciation) on
  investments .................................       (576)           978        5,601          43         620         118       3
                                                   -------------------------------------------------------------------------------
Net realized and unrealized gain on investments        642          1,662        8,920          65       1,223         134       3
                                                   -------------------------------------------------------------------------------
Net increase in net assets resulting from
  operations ..................................        767          1,695        8,758          71       1,149         123       3
Net assets at beginning of year ...............     16,285          8,463       24,214         ---       3,239         ---     ---
Variable annuity deposits (Notes 2 and 3) .....      7,004          9,515       30,843       5,058       7,085       4,871     239
Terminations and withdrawals (Notes 2 and 3) ..     (5,837)        (2,927)      (9,656)     (1,382)     (1,852)       (146)     (1)
                                                   -------------------------------------------------------------------------------
Net assets at end of year .....................    $18,219        $16,746      $54,159     $ 3,747     $ 9,621      $4,848    $241
                                                   ===============================================================================
</TABLE>
                                       7
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997


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), Series P (High Yield Series - emphasis on high
current  income  with  secondary  emphasis  on  capital   appreciation   through
investment in higher yielding,  higher risk debt  securities),  Series S (Social
Awareness Series - emphasis on capital  appreciation),  Series V (Value Series -
emphasis  on  long-term  growth of  capital)  and  Series X (Small  Cap Series -
emphasis on long-term growth of capital).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and 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,  T. Rowe Price  Associates,  Inc. to
provide  sub-advisory  services for the Managed Asset Allocation  Series and the
Equity Income Series and Meridian Investment  Management  Corporation to provide
sub-advisory  services for the Specialized Asset Allocation  Series,  and Strong
Capital  Management,  Inc.  to provide  sub-advisory  services  to the Small Cap
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 were as
follows (In Thousands):

                                                 COST OF       PROCEEDS
                                                PURCHASES     FROM SALES
                                                ---------     ----------
       Growth Series.........................    $68,072       $37,693
       Growth-Income Series..................     32,751        10,587
       Money Market Series...................     68,764        65,588
       Worldwide Equity Series...............     22,686        12,235
       High Grade Income Series..............     18,198        17,348
       Emerging Growth Series................     20,611        13,469
       Global Aggressive Bond Series.........      5,837         4,761
       Specialized Asset Allocation Series...      8,157         6,499
       Managed Asset Allocation Series.......     10,263         3,513
       Equity Income Series..................     32,959        11,408
       High Yield Series.....................      5,127         1,442
       Social Awareness Series...............      8,082         2,569
       Value Series..........................      5,281           567
       Small Cap Series......................        239             1

ANNUITY  RESERVES - As of December  31,  1997,  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 would 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>
VARIABLE ANNUITY ACCOUNT VIII
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997


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 net 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)

     Growth Series:
       Variable annuity deposits ..................................   3,142
       Terminations, withdrawals and expense charges ..............   1,679

     Growth-Income Series:
       Variable annuity deposits ..................................   1,672
       Terminations, withdrawals and expense charges ..............     489

     Money Market Series:
       Variable annuity deposits ..................................   5,746
       Terminations, withdrawals and expense charges ..............   5,512

     Worldwide Equity Series:
       Variable annuity deposits ..................................   1,411
       Terminations, withdrawals and expense charges ..............     758

     High Grade Income Series:
       Variable annuity deposits ..................................   1,362
       Terminations, withdrawals and expense charges ..............   1,386

     Emerging Growth Series:
       Variable annuity deposits ..................................   1,285
       Terminations, withdrawals and expense charges ..............     823

     Global Aggressive Bond Series:
       Variable annuity deposits ..................................     424
       Terminations, withdrawals and expense charges ..............     370

     Specialized Asset Allocation Series:
       Variable annuity deposits ..................................     560
       Terminations, withdrawals and expense charges ..............     466

     Managed Asset Allocation Series:
       Variable annuity deposits ..................................     727
       Terminations, withdrawals and expense charges ..............     229

     Equity Income Series:
       Variable annuity deposits ..................................   1,964
       Terminations, withdrawals and expense charges ..............     611

     High Yield Series:
       Variable annuity deposits ..................................     434
       Terminations, withdrawals and expense charges ..............     117

     Social Awareness Series:
       Variable annuity deposits ..................................     436
       Terminations, withdrawals and expense charges ..............     115

     Value Series:
       Variable annuity deposits ..................................     384
       Terminations, withdrawals and expense charges ..............      11

     Small Cap Series:
       Variable annuity deposits ..................................      25
       Terminations, withdrawals and expense charges ..............     ---

                                       10
<PAGE>
[SBG LOGO]                                                          BULK RATE
The Security Benefit Group of Companies                           U.S. POSTAGE
700 SW Harrison St.,                                                  PAID
Topeka, Kansas 66636-0001                                       SECURITY BENEFIT


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