SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1994 No. 1-11632
AMERICAN ANNUITY GROUP, INC.
Incorporated under IRS Employer I.D.
the Laws of Delaware No. 06-1356481
250 East Fifth Street, Cincinnati, Ohio 45202
(513) 333-5300
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
Common Stock, Par Value $1.00 Per Share New York
9-1/2% Senior Notes due August 15, 2001 New York
11-1/8% Senior Subordinated Notes due February 1, 2003New York
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this
Form 10-K. [X]
As of February 28, 1995, there were 39,141,080 shares of the
Registrant's Common Stock outstanding. The aggregate market value of Common
Stock held by non-affiliates at that date was approximately $75.4 million
based upon non-affiliate holdings of 7,268,359 shares and a market price of
$10.38 per share.
Documents Incorporated by Reference:
Proxy Statement for the 1995 Annual Meeting of Shareholders (portions of
which are incorporated by reference into Part III hereof).
Discontinued Manufacturing Operations
Prior to 1993, the Company sold nearly all of its manufacturing operations.
At December 31, 1994, the Company owned a small foreign electronic
components manufacturer which is being held for sale.
Certain manufacturing facilities are still owned by the Company. See
"Properties" below.
Employees
As of December 31, 1994, AAG and its subsidiaries employed approximately 440
persons. None of the employees are represented by a labor union. AAG
believes that its employee relations are excellent.
ITEM 2
Properties
Location
In 1993, AAG and GALIC moved their offices to Cincinnati from Stamford,
Connecticut and Los Angeles, California, respectively.
AAG and GALIC rent office space in Cincinnati totaling approximately 90,000
square feet under leases expiring in 1996 through 1999. Management believes
that its corporate offices are generally well maintained and adequate for
the Company's present needs.
The material properties of the Company's former manufacturing operations are
listed below.
Lease
Interior Expiration
Location Square Feet Use (if leased)
Discontinued operations:
North Adams, MA 154,000 Manufacturing facility Owned
Hudson, NH 121,400 Manufacturing facility March 2003
Concord, NH 113,000 Manufacturing facility Owned
Hillsville, VA 102,000 Manufacturing facility Owned
Ronse, Belgium 85,000 Manufacturing facility Owned
Longwood, FL 60,000 Manufacturing facility Owned
North Adams, MA 44,000 R & D facility Owned
North Adams, MA 22,000 Manufacturing facility January 1998
Most of the manufacturing facilities are still owned and are currently being
leased to companies using them for manufacturing operations. The Company is
attempting to sell or extend leases on these facilities. In addition to the
facilities listed above, the Company has agreed to contribute a facility in
North Adams, Massachusetts which has been vacant for several years to a not-
for-profit entity which intends to develop the property into a multi-
discipline art center.
11
Environmental Matters
See "Item 3: Legal Proceedings" for a discussion concerning certain
environmental claims and litigation against the Company.
ITEM 3
Legal Proceedings
Federal and state laws and regulations, including the federal Comprehensive
Environmental Response, Compensation, and Liability Act and similar state
laws, impose liability on the Company (as the successor to Sprague) for the
investigation and cleanup of hazardous substances disposed of or spilled by
its discontinued manufacturing operations, at facilities still owned by the
Company and facilities transferred in connection with the sales of certain
operations, as well as at disposal sites operated by third parties. In
addition, the Company has indemnified the purchasers of its former
operations for the cost of such activities. At several sites, the Company
is conducting cleanup activities of soil and ground water contamination in
accordance with consent agreements between the Company and state
environmental agencies. The Company has also conducted or is aware of
investigations at a number of other locations of its former operations that
have disclosed environmental contamination that could cause the Company to
incur additional investigative, remedial and legal costs. The Company has
also been identified by state and federal regulators as a potentially
responsible party at a number of other disposal sites.
Based on the costs incurred by the Company over the past several years and
discussions with its independent environmental consultants, management
believes that reserves recorded are sufficient in all material respects to
satisfy the known liabilities. However, the regulatory standards for clean-
up are continually evolving toward more stringent requirements. In
addition, many of the environmental investigations at the Company's former
operating locations and third-party sites are still preliminary, and where
clean-up plans have been proposed, they have not yet received full approval
from the relevant regulatory agencies. Further, the presence of Company-
generated wastes at third-party disposal sites exposes the Company to joint
and several liability for the potential additional costs of cleaning up
wastes generated by others. Accordingly, there can be no assurance that the
costs of environmental clean-up for the Company may not be significantly
higher in future years, possibly necessitating additional charges.
The Maine Department of Environmental Protection has issued a proposed
Administrative Consent Agreement and Enforcement Order calling for a
$328,000 fine based on alleged 1991 violations of certain reporting
regulations. The Company is working with the Department of Environmental
Protection to resolve this matter and is negotiating the amount of the fine.
There are certain other claims involving the Company, including claims
relating to the generation, disposal or release into the environment of
allegedly hazardous substances. In management's opinion, the outcome of
these claims will not, individually or in the aggregate, have a material
adverse effect on the Company's financial condition or results of
operations.
AAG and GALIC are subject to other litigation and arbitration in the normal
course of business. GALIC is not a party to any material pending litigation
or arbitration.
12
ITEM 6
Selected Financial Data of AAG
The following financial data have been summarized from, and should be read
in conjunction with, the Company's consolidated financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". The data reflects the purchase of GALIC as of December 31,
1992 (in millions, except per share amounts).
Operations Statement Data: 1994 1993 1992 1991 1990
Total revenues $371.2 $387.2 $3.6 $1.9 $0.4
Income (loss) from continuing
operations 40.9 53.0 (9.0) (4.7) (6.0)
Loss from discontinued operations (2.6) (9.6) (16.8) (47.8) (43.3)
Extraordinary items (1.7) (3.4) - - -
Changes in accounting principle (0.5) - (3.1) - -
Net income (loss) $ 36.1 $ 40.0 ($28.9) ($52.5) ($49.3)
Earnings (loss) per common share:
Continuing operations $1.05 $1.41 ($0.50) ($0.26) ($0.33)
Discontinued operations (.07) (.27) (.94) (2.66) (2.37)
Extraordinary items (.05) (.10) - - -
Changes in accounting principle (.01) - (.17) - -
Net income (loss) $0.92 $1.04 ($1.61) ($2.92) ($2.70)
Cash dividends per common share $0.06 $0.05 $0.05 $0.05 $0.05
Balance Sheet Data:
Total assets $5,089.9$4,913.8$4,480.4 $170.1 $294.8
Notes payable 183.3 225.9 230.9 27.9 30.6
Net unrealized gains (losses)
included in stockholders' equity (29.0) 56.9 28.4 - -
Total stockholders' equity 204.4 250.3 186.6 108.5 171.8
Selected Financial Data of GALIC Prior to its Acquisition by AAG
(in millions)
Operations Statement Data:
Total revenues * * $342.5 $402.6 $290.2
Income from continuing operations * * 49.2 103.0 8.9
Net income * * 42.5 64.3 3.8
Balance Sheet Data:
Total assets * * * 4,685.5 3,847.0
Net unrealized gains (losses)
included in stockholder's equity * * * (5.5) (20.2)
Total stockholder's equity * * * 358.2 355.3
[FN]
* Included in the AAG data above.
14
ITEM 7
Management's Discussion and Analysis
of Financial Condition and Results of Operations
General
Following is a discussion and analysis of the financial statements and other
statistical data that management believes will enhance the understanding of
AAG's financial condition and results of operations. This discussion should
be read in conjunction with the financial statements beginning on page F-1.
AAG is organized as a holding company with nearly all of its operations
being conducted by Great American Life Insurance Company ("GALIC"). The
parent corporation, however, has continuing expenditures for administrative
expenses, corporate services, liabilities in connection with discontinued
operations and, most importantly, for the payment of interest and principal
on borrowings. Since its continuing business is financial in nature, AAG
does not prepare its consolidated financial statements using a current-
noncurrent format. Consequently, certain traditional ratios and financial
analysis tests are not meaningful.
Liquidity and Capital Resources
Ratios AAG's ratio of earnings to fixed charges was 4.0 in 1994 and 4.7 in
1993. The ratio of AAG's consolidated debt to equity excluding the effects
of unrealized gains and losses on stockholders' equity was .79, 1.17 and
1.46 at December 31, 1994, 1993 and 1992, respectively. These same ratios
including the effects of unrealized gains and losses were .90, .90 and 1.24,
respectively.
The National Association of Insurance Commissioners ("NAIC") has adopted a
model law enacting risk-based capital ("RBC") formulas and setting
thresholds for regulatory action. At December 31, 1994 and 1993, GALIC's
capital ratios significantly exceeded RBC requirements.
Sources and Uses of Funds AAG's ability to make payments of interest and
principal on its debt and other holding company costs is dependent on
payments from GALIC in the form of capital distributions and income tax
payments. In 1994, AAG received $26.6 million in tax allocation payments
and $44.0 million in capital distributions from GALIC.
The amount of capital distributions which can be paid by GALIC is subject to
restrictions relating to capital and surplus and statutory net income. In
addition, any dividend or distribution paid from other than earned surplus
is considered an extraordinary dividend and may be paid only after prior
regulatory approval. (See Note K to the financial statements.) The maximum
amount of dividends payable by GALIC in 1995 without prior regulatory
approval is approximately $49.7 million. In January 1995, GALIC paid a
capital distribution of $16.8 million to AAG.
In connection with the acquisition of GALIC on December 31, 1992, AAG sold
Common and Preferred Stock to GALIC's parent for $156 million in cash. The
proceeds of those stock sales together with $230 million in new borrowings
and most of the accumulated cash funds of the Company were used to purchase
GALIC. The total cost to acquire GALIC was approximately $486 million,
including transaction costs and fees of $17.4 million.
The borrowings used to fund the GALIC acquisition were repaid during 1993
from the sales of $125 million of 11-1/8% Senior Subordinated Notes due 2003
and $100 million of 9-1/2% Senior Notes due 2001.
15
In 1994, AAG (i) issued 4.0 million shares of Common Stock in exchange for
all of its Preferred Stock and $7.1 million principal amount of its notes
and (ii) repurchased $70.0 million principal amount of its notes (including
$14 million purchased by GALIC).
AAG has a $50 million revolving bank line under which $30.0 million was
outstanding at December 31, 1994 and $25.5 million at March 1, 1995.
Amounts outstanding under this agreement bear interest at variable rates
tied to either Prime or LIBOR, at the discretion of the Company. Borrowings
thereunder may be used for general corporate purposes. AAG has used the
amounts borrowed under the bank line primarily to repurchase its outstanding
debt.
AAG's revolving line of credit matures in 1998. The Company has no other
scheduled principal maturities until 2001. Assuming no further prepayments
of its debt, AAG's annual interest payments will be approximately $17.8
million in 1995, $17.7 million in 1996, 1997, 1998 and $15.5 million in
1999.
Based upon the current level of operations and anticipated growth, AAG
believes that it will have sufficient resources to meet its liquidity
requirements.
Investments The Ohio Insurance Code contains rules restricting the types
and amounts of investments which are permissible for Ohio life insurers.
These rules are designed to ensure the safety and liquidity of insurers'
investment portfolios. The NAIC is considering the formulation of a model
investment law which, if adopted, would have to be considered by Ohio for
adoption. The formulation is in the preliminary stages and management
believes its impact on AAG's operations will not be material.
The NAIC assigns quality ratings to publicly traded as well as privately
placed securities. At December 31, 1994, 94% of AAG's fixed maturity
portfolio was comprised of investment grade bonds (NAIC rating of "1" or
"2"). Management believes that the high credit quality of AAG's investment
portfolio should generate a stable and predictable investment return.
AAG invests primarily in fixed income investments which, including loans and
short-term investments, comprised over 98% of its investment portfolio at
December 31, 1994. AAG generally invests in securities with intermediate-
term maturities with an objective of optimizing interest yields while
maintaining an appropriate relationship of maturities between AAG's assets
and expected liabilities. AAG's fixed maturity portfolio is classified into
two categories: "held to maturity" and "available for sale". (See Note A
to the financial statements.) At December 31, 1994, AAG had approximately
$279 million in net unrealized losses on its fixed maturity portfolio
compared to net unrealized gains of $206 million at December 31, 1993. This
decrease, representing approximately 11% of the carrying value of AAG's bond
portfolio, resulted from an increase in the general level of interest rates.
During 1994, none of the Company's fixed maturity investments were non-
performing. In addition, AAG has little exposure to mortgage loans and real
estate, which represented only 1.5% of total assets at December 31, 1994.
The majority of mortgage loans and real estate was purchased within the last
two years.
At December 31, 1994, AAG's mortgage-backed securities portfolio consisted
primarily of collateralized mortgage obligations ("CMOs"), which represented
approximately 28% of fixed maturity investments compared to 35% at December
31, 1993. As of December 31, 1994, interest only (I/O), principal only
(P/O) and other "high risk" CMOs represented less than two-tenths of one
percent of total assets. AAG invests primarily in CMOs which are structured
to minimize prepayment risk. In addition,
16
the majority of CMOs held by AAG were purchased at a discount to par value.
Management believes that the structure and discounted nature of the CMOs
will minimize the effect of prepayments on earnings over the anticipated
life of the CMO portfolio.
Substantially all of AAG's CMOs are AAA-rated by Standard & Poor's
Corporation and are collateralized primarily by GNMA, FNMA and FHLMC single-
family residential pass-through certificates. The market in which these
securities trade is highly liquid. Aside from interest rate risk, AAG does
not believe a material risk (relative to earnings or liquidity) is inherent
in holding such investments.
Results of Operations
General GALIC was acquired by AAG on December 31, 1992; accordingly, its
results are not included in the Company's statement of operations prior to
1993. Following is a condensed statement of operating earnings, excluding
realized gains and losses and the 1993 provision for relocation expense (in
millions):
AAG (Consolidated): 1994 1993
Operating revenues $371.3 $351.7
Operating expenses:
Benefits to annuity policyholders (241.9) (228.6)
Interest and other debt expenses (21.4) (22.6)
Amortization of DPAC (7.1) (14.7)
Other expenses (37.6) (33.3)
(308.0) (299.2)
Operating earnings before taxes 63.3 52.5
Income tax expense 22.3 17.4
Net operating earnings $ 41.0 $ 35.1
Net operating earnings for 1994 were up 17% from 1993. Increases in
interest margins and growth in invested assets contributed to the
improvement. While net operating earnings is not considered an alternative
to net income as an indication of AAG's overall performance, management
believes that it is helpful in comparing the operating performance of AAG
and other similar companies.
The following table provides a comparison of certain amounts for GALIC (in
millions):
GALIC: 1994 1993 1992*
Annuity Receipts:
Flexible Premium Deferred Annuities:
First Year $ 39 $ 47 $ 48
Renewal 208 223 232
247 270 280
Single Premium Deferred Annuities 196 130 80
Total annuity receipts $443 $400 $360
Net investment income $372 $353 $329
Realized gains - 35 25
Benefits to annuity policyholders $242 $229 $242
Pretax income from continuing operations $ 92 $115 $ 49
[FN]
* Amounts for 1992 reflect GALIC's operations prior to being acquired by
AAG; accordingly, these amounts are not reflected in AAG's results of
operations.
17
GALIC's annuity receipts in 1994 and 1993 increased on the strength of sales
of single premium products introduced in the second half of 1992.
All of GALIC's products are fixed rate annuities which permit GALIC to
change the crediting rate at any time (subject to minimum interest rate
guarantees of 3% to 4% per annum). As a result, management has been able to
react to changes in interest rates and maintain a desired interest rate
spread with little or no effect on persistency.
Net Investment Income GALIC's net investment income increased 5% in 1994
over 1993 due primarily to an increase in the Company's average invested
asset base. Investment income is reflected net of investment expenses of
$4.9 million in 1994 and 1993.
GALIC's net investment income increased 7% in 1993 over the comparable 1992
period. An increase in average fixed maturity investments more than offset
a decrease in interest rates available in the marketplace.
Realized Gains Individual securities are sold from time to time as market
opportunities appear to present optimal situations under AAG's investment
strategies.
Equity in Net Loss of Affiliate Equity in net loss of affiliate represents
AAG's proportionate share of Chiquita's losses. Chiquita reported a loss
before extraordinary item for 1994 of $49 million compared to a loss of $51
million for 1993. The loss in 1994 reflected higher costs and charges
related to (i) farm closings and write-downs of banana cultivations
following an unusually severe strike in Honduras, and (ii) a substantial
reduction of Chiquita's banana trading operations in Japan. These charges
were partially offset by improved results from Chiquita's meat operations as
well as a higher average worldwide price for bananas. Chiquita's loss in
1993 was attributed primarily to a multi-year investment spending program
and the ongoing impact of its restructuring and cost reduction efforts.
Benefits to Annuity Policyholders Benefits to annuity policyholders
increased 6% in 1994 over 1993 primarily due to an increase in average
annuity policyholder funds accumulated. The rate at which GALIC credits
interest on annuity policyholders' funds is subject to change based on
management's judgment of market conditions.
Benefits to policyholders decreased 5% in 1993 from 1992 reflecting a
decline in the average crediting rate on funds held by GALIC which more than
offset an increase in average annuity policyholders' funds.
Interest on Borrowings and Other Debt Expenses Interest on borrowings
decreased 5% in 1994 from 1993 due to repurchases of debt during 1994. (See
Note E to the financial statements.)
Amortization of Deferred Policy Acquisition Costs ("DPAC") DPAC
(principally commissions, advertising, underwriting, policy issuance and
sales expenses that vary with and are primarily related to the production of
new business) amortization in 1994 decreased 52% from 1993. This decrease
reflects evaluations during 1993 and 1994 of DPAC assumptions, which
resulted in updating certain factors, primarily the time frame over which
DPAC is amortized. The time frame was extended to more accurately reflect
the estimated lives of policies and the expected gross profits resulting
from these policies. The overall effect of the evaluations was to increase
the estimated effective lives of the policies from approximately five years
to approximately ten years. Estimates of lives and expected gross profits
were refined based on actual experience of the Company.
18
Provision for Relocation Expenses In 1993, GALIC relocated its corporate
offices from Los Angeles to Cincinnati; the estimated pretax cost of this
move ($8.0 million) was included in 1993 continuing operations.
Also in 1993, AAG relocated its corporate offices from Stamford, Connecticut
to Cincinnati; the estimated cost of this relocation and related shutdown
and severance costs ($5.0 million) was provided for in discontinued
operations in 1992.
Other Operating and General Expenses Other operating and general expenses
increased 13% in 1994 compared to 1993. Additional costs for information
systems, communications, rent and new distribution networks were partially
offset by lower employee costs. The 1993 employee costs were unusually high
due to the temporary staff required for the relocation of operations from
Los Angeles to Cincinnati.
Discontinued Operations The Company has sold virtually all of its former
manufacturing businesses. A small Belgium based subsidiary continues to be
held for sale along with certain properties, many of which are currently
leased to companies using them for manufacturing operations.
The Company has certain obligations related to its former business
activities. Among these obligations are the funding of pension plans,
environmental costs, settlement of government claims, lease payments for two
former plant sites, certain retiree medical benefits, and certain
obligations associated with the sales of the Company's manufacturing
operations. (See Note G to the financial statements.)
18A
While it is difficult to estimate future environmental investigative,
remedial and legal costs accurately, management believes the remaining
aggregate cost at all sites for which it has responsibility will range from
$8.6 million to $14.0 million at December 31, 1994. Management's estimate
of this range at year end 1993 was $10 million to $15 million. The reserve
for environmental related costs was $11.7 million at December 31, 1994 and
$10.6 million at December 31, 1993.
Regulatory standards for clean-up are continuously evolving toward more
stringent requirements. Changes in regulatory standards and further
investigations (many of which are still preliminary) at the Company's former
operating locations and third-party sites could affect estimated costs in
the future. Management believes, based on the costs incurred by the Company
over the past several years and discussions with its independent
environmental consultants, that reserves recorded are sufficient to satisfy
the known liabilities and that the ultimate cost will not, individually or
in the aggregate, have a material adverse effect on the financial condition
or results of operations of AAG.
In 1991, the Company identified possible deficiencies in procedures for
reporting quality assurance information to the Defense Electronics Supply
Center ("DESC") with respect to the Company's former manufacturing
operations. Over the last several years, the Company has been engaged in
negotiations with the United States Government with respect to the
settlement of claims the Government might have arising out of the reporting
deficiencies. Based on these negotiations, the Company believed it had
sufficient reserves to cover the estimated settlement amount. In March
1995, the Company received notification from the Government indicating
additional reporting deficiencies. The Company is in the process of
evaluating this information and is unable to ascertain the validity of these
new claims or the amounts involved. It is impossible to determine the
impact, if any, of these alleged claims on the Company and its financial
condition.
Extraordinary Items In 1994, AAG repurchased $77.1 million principal amount
of its notes, realizing a pretax loss of $1.5 million ($1.0 million net of
tax). In addition, AAG recorded a pretax charge of $1.1 million ($700,000
net of tax), representing AAG's proportionate share of Chiquita's
extraordinary loss on the retirement of certain of its debt in the first
quarter of 1994.
In 1993, AAG prepaid its bank term loan and wrote off $5.2 million ($3.4
million net of tax) of related unamortized debt issuance costs.
Accounting Changes Effective January 1, 1994, AAG implemented Statement of
Financial Accounting Standards ("SFAS") No. 112, "Employers' Accounting for
Postemployment Benefits", and recorded a pretax charge of $740,000
($481,000, net of tax) for the projected future costs of providing certain
benefits to employees of GALIC.
Effective January 1, 1992, AAG implemented SFAS No. 106, "Accounting for
Postretirement Benefits Other Than Pensions", and recorded a provision of
$3.1 million for the projected future costs of providing postretirement
benefits to retirees in its discontinued manufacturing operations.
New Accounting Standard to be Implemented The Financial Accounting
Standards Board ("FASB") has issued SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan", which is scheduled to become effective in 1995.
Implementation of this standard is not expected to have a material effect on
AAG.
19
AMERICAN ANNUITY GROUP, INC.
INDEX TO EXHIBITS
Number Exhibit Description
3.1* Certificate of Incorporation of Registrant
3.2* By-laws of Registrant
4.1* Indenture dated as of February 2, 1993, between the Registrant and
Star Bank, National Association, as Trustee, relating to the
Registrant's 11-1/8% Senior Subordinated Notes due 2003,
incorporated herein by reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K, dated February 5, 1993.
4.2* Indenture dated as of August 18, 1993, between the Registrant and
NationsBank, National Association, as Trustee, relating to the
Registrant's 9-1/2% Senior Notes due 2001, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement
on Form S-2 dated August 11, 1993.
10.1* Agreement of Allocation of Payment of Federal Income Taxes ("American
Annuity Tax Allocation Agreement"), dated December 31, 1992, between
American Financial Corporation and the Registrant incorporated herein
by reference to Exhibit 10.12 to the Registrant's Registration
Statement on Form S-2 dated January 7, 1993.
10.2* Assignment of Tax Allocation Payments dated December 31, 1992,
between American Financial Corporation and the Registrant
incorporated herein by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-2 dated January 7, 1993.
10.3* Agreement for the Allocation of Federal Income Taxes dated May 13,
1974, between American Financial Corporation and Great American Life
Insurance Company, as supplemented on January 1, 1987 incorporated
herein by reference to Exhibit 10.16 to the Registrant's Registration
Statement on Form S-2 dated January 7, 1993.
10.4* Investment Services Agreement, dated December 31, 1992, between Great
American Life Insurance Company and American Money Management
Corporation incorporated herein by reference to Exhibit 10.17 to the
Registrant's Registration Statement on Form S-2 dated January 7,
1993.
10.5* Common Stock Registration Agreement, dated December 31, 1992, between
the Registrant and American Financial Corporation and its wholly
owned subsidiary Great American Insurance Company incorporated herein
by reference to Exhibit 10.22 to the Registrant's Registration
Statement on Form S-2 dated January 7, 1993.
10.6* Common Stock Registration Agreement, dated December 31, 1992 between
Chiquita Brands International, Inc. and Great American Life Insurance
Company incorporated herein by reference to Exhibit 10.24 to the
Registrant's Registration Statement on Form S-2 dated January 7,
1993.
10.7* American Annuity Group's 1993 Stock Appreciation Rights Plan,
incorporated herein by reference to Exhibit 10.8 to the Registrant's
Form 10-K for 1993.
24.1 Consents of Ernst & Young
27.0* Financial Data Schedule - included in Report filed electronically
with the Securities and Exchange Commission.
E-1
AMERICAN ANNUITY GROUP, INC.
INDEX TO EXHIBITS - CONTINUED
Number Exhibit Description
99.1* Credit Agreement dated as of January 31, 1994 amended and restated as
of December 7, 1994.
99.2 Great American Life Insurance Company's Audited Financial Statements
for the Year Ended December 31, 1992.
__________________
* Previously filed
E-2
AMERICAN ANNUITY GROUP, INC.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned, duly authorized.
AMERICAN ANNUITY GROUP, INC.
BY:________________________________
William J. Maney
Senior Vice President, Treasurer
and Chief Financial Officer