<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
FILE NOS. 333-67685
811-7727
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
/X/
PRE-EFFECTIVE AMENDMENT NO. 3 /X/
POST-EFFECTIVE AMENDMENT NO. / /
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
AMENDMENT NO. 4
(CHECK APPROPRIATE BOX OR BOXES)
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VARIABLE ANNUITY ACCOUNT FIVE
(Exact Name of Registrant)
ANCHOR NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
1 SUNAMERICA CENTER
LOS ANGELES, CALIFORNIA 90067-6022
(Address of Depositor's Principal Offices) (Zip Code)
Depositor's Telephone Number, including Area Code
(310) 772-6000
SUSAN L. HARRIS, ESQ.
ANCHOR NATIONAL LIFE INSURANCE COMPANY
1 SUNAMERICA CENTER
LOS ANGELES, CALIFORNIA 90067-6022
(Name and Address of Agent for Service)
Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.
Title of securities being registered:
Interests in a Separate Account under group and individual flexible payment
deferred annuity contracts.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
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<PAGE>
VARIABLE ANNUITY ACCOUNT FIVE
CROSS REFERENCE SHEET
PART A -- PROSPECTUS
(Incorporated herein by reference to Pre-Effective Amendment Nos.: 2 under the
Securities Act of 1933 (the 33 Act) and 3 under the Investment Company Act of
1940 (the 40 Act), to this registration statement 333-67685 and 811-7727)
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[LOGO]
PROFILE
(Incorporated by reference to Pre-Effective Amendment Nos.: 2 under the 33 Act
and 3 under the 40 Act, to this registration statement (333-67685 and 811-7727))
<PAGE>
[LOGO]
PROSPECTUS
(Incorporated by reference to Pre-Effective Amendment Nos.: 2 under the 33 Act
and 3 under the 40 Act, to the registration statement (333-67685 and 811-7727))
<PAGE>
PART B -- STATEMENT OF ADDITIONAL INFORMATION
(Incorporated herein by reference to Pre-Effective Amendment Nos.: 2 under the
33 Act and 3 under the 40 Act to this registration statement (333-67685 and
811-7727))
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Incorporated herein by reference to Pre-Effective Amendment
Nos.: 2 under the 33 Act and 3 under the 40 Act to this
registration statement (333-67685 and 811-7727))
<PAGE>
PART C -- OTHER INFORMATION
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The following financial statements are included in Part A of the
Registration Statement:
Consolidated financial statements of Anchor National Life Insurance
Company to be filed by amendment
The following financial statements are included in Part B of the
Registration Statement:
None
(b) Exhibits
<TABLE>
<C> <S> <C>
(1) Resolutions Establishing Separate Account.................... ****
(2) Custody Agreements........................................... **
(3) (a) Form of Distribution Contract............................ +
(b) Form of Selling Agreement................................ ****
(4) (a) Variable Annuity Group Certificate....................... +
(b) Individual Variable Annuity Contract..................... +
(5) (a) Enrollment Form for Group Annuity Certificate............ +
(b) Application for Individual Contract...................... +
(6) Depositor -- Corporate Documents
(a) Certificate of Incorporation............................. ****
(b) By-Laws.................................................. ****
(7) Reinsurance Contract......................................... **
(8) Form of Fund Participation Agreement......................... ****
(9) Opinion and Consent of Counsel............................... +
(10) Consent of Independent Accountants........................... *
(11) Financial Statements Omitted from Item 23.................... **
(12) Initial Capitalization Agreement............................. **
(13) Performance Computations..................................... **
(14) Diagram and Listing of All Persons Directly or Indirectly
Controlled By or Under Common Control with Anchor National
Life Insurance Company, the Depositor of Registrant......... +
(15) Powers of Attorney........................................... ***
</TABLE>
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*Herewith
**Not Applicable
***Previously filed in the initial Registration Statement of Variable Annuity
Account Five (811-7727) and Anchor National Life Insurance Company
(333-67685)
****Previously filed in the Registration Statement of Variable Annuity Account
Five (811-7727) and Anchor National Life Insurance Company (333-08859),
Pre-Effective Amendment No. 1 & 2
+Previously filed in Pre-Effective Amendment Nos.: 2 and 3 to this
registration statement (333-67689 and 811-7727)
II-1
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ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The officers and directors of Anchor National Life Insurance Company are listed
below. Their principal business address is 1 SunAmerica Center, Los Angeles,
California 90067-6022, unless otherwise noted.
<TABLE>
<CAPTION>
NAME POSITION
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
Eli Broad Chairman, President and Chief Executive Officer
Jay S. Wintrob Director and Executive Vice President
Jana W. Greer Director and Senior Vice President
Peter McMillan Director
James R. Belardi Director and Senior Vice President
Susan L. Harris Director, Senior Vice President and Secretary
Scott L. Robinson Director and Senior Vice President
N. Scott Gillis Senior Vice President and Controller
Edwin R. Reoliquio Senior Vice President and Chief Actuary
James W. Rowan Senior Vice President
Victor E. Akin Senior Vice President
J. Franklin Grey Vice President
Keith B. Jones Vice President
Michael L. Lindquist Vice President
Edward P. Nolan* Vice President
Gregory M. Outcalt Vice President
Scott H. Richland Vice President
David R. Bechtel Vice President and Treasurer
</TABLE>
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*88 Bradley Road, P.O. Box 4005, Woodbridge, Connecticut 06525
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT
The Registrant is a Separate Account of Anchor National Life Insurance Company
(Depositor). For a complete listing and diagram of all persons directly or
indirectly controlled by or under common control with the Depositor or
Registrant, see Exhibit 14 of the Registration Statement of Anchor National Life
Insurance Company and Variable Annuity Account Five (333-08859, 811-7727) which
is incorporated herein by reference. As of January 4, 1999, Anchor National
became an indirect wholly-owned subsidiary of American International Group, Inc.
("AIG"). An organizational chart for AIG can be found in Form 10K, SEC file
number 001-08787 filed March 30, 1998.
ITEM 27. NUMBER OF CONTRACT OWNERS
None.
ITEM 28. INDEMNIFICATION
None.
II-2
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ITEM 29. PRINCIPAL UNDERWRITER
SunAmerica Capital Services, Inc. serves as distributor to the Registrant.
Its principal business address is 733 Third Avenue, 4th Floor, New York, New
York 10017. The following are the directors and officers of SunAmerica Capital
Services, Inc.
<TABLE>
<CAPTION>
NAME POSITION WITH DISTRIBUTOR
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
Peter A. Harbeck President
Robert M. Zakem Executive Vice President, General Counsel &
Assistant Secretary
Steven Rothstein Treasurer
Susan L. Harris Secretary
J. Steven Neamtz President
</TABLE>
<TABLE>
<CAPTION>
NET DISTRIBUTION COMPENSATION OR
DISCOUNTS AND REDEMPTION OR BROKERAGE
NAME OF DISTRIBUTOR COMMISSIONS ANNUITIZATION COMMISSIONS COMMISSIONS*
- ------------------------------------------------- ----------------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C>
SunAmerica Capital Services, Inc. None None None None
</TABLE>
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*Distribution fee is paid by Anchor National Life Insurance Company.
SunAmerica Capital Services, Inc. also acts as the principal underwriter to the
following:
- Variable Separate Account
- Presidential Variable Account One
- FS Variable Separate Account
- Variable Annuity Account One
- Variable Annuity Account Four
- Variable Annuity Account Seven
- SunAmerica Income Funds
- SunAmerica Equity Funds
- SunAmerica Money Market Funds, Inc.
- Style Select Series, Inc.
and will serve as principal underwriter for SunAmerica Strategic Investment
Series, Inc. which is currently in registration.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Anchor National Life Insurance Company, the Depositor for the Registrant, is
located at 1 SunAmerica Center, Los Angeles, California 90067-6022. SunAmerica
Capital Services, Inc., the distributor of the Contracts, is located at 733
Third Avenue, New York, New York 10017. Each maintains those accounts and
records required to be maintained by it pursuant to Section 31(a) of the
Investment Company Act and the rules promulgated thereunder.
II-3
<PAGE>
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02100, maintains certain accounts and records pursuant to the instructions of
the Registrant.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
Registrant undertakes to (1) file post-effective amendments to this Registration
Statement as frequently as is necessary to ensure that the audited financial
statements in the Registration Statement are never more than 16 months old for
so long as payments under the variable annuity Contracts may be accepted; (2)
include either (A) as part of any application to purchase a Contract offered by
the prospectus forming a part of the Registration Statement, a space that an
applicant can check to request a Statement of Additional Information, or (B) a
postcard or similar written communication affixed to or included in the
Prospectus that the Applicant can remove to send for a Statement of Additional
Information; and (3) deliver a Statement of Additional Information and any
financial statements required to be made available under this Form N-4 promptly
upon written or oral request.
ITEM 33. REPRESENTATION
a) The Company hereby represents that it is relying upon a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
concerning the redeemability of Section 403(b) annuity Contracts (Commission
ref. IP-6-88) and that the following provisions have been complied with:
1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including
the prospectus, used in connection with the offer of the contract;
2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection
with the offer of the contract;
3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment
alternatives available under the employer's Section 403(b) arrangement to
which the participant may elect to transfer his contract value.
b) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF
1940: The Company and Registrant represent that the fees and charges to be
deducted under the variable annuity contract described in the prospectus
contained in this registration statement are, in the aggregate, reasonable
in relation to the services rendered, the expenses expected to be incurred,
and the risks assumed in connection with the contract.
II-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Los Angeles, and the State of California, on this 5th day
of February, 1999.
VARIABLE ANNUITY ACCOUNT FIVE
(Registrant)
By: ANCHOR NATIONAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ JAY S. WINTROB
-------------------------------------------
Jay S. Wintrob
EXECUTIVE VICE PRESIDENT
ANCHOR NATIONAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ JAY S. WINTROB
-------------------------------------------
Jay S. Wintrob
EXECUTIVE VICE PRESIDENT
II-5
<PAGE>
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacity and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
ELI BROAD* Officer and Chairman of
- ------------------------------ the Board (Principal February 5, 1999
Eli Broad Executive Officer)
SCOTT L. ROBINSON* Senior Vice President and
- ------------------------------ Director (Principal
Scott L. Robinson Financial Officer)
N. SCOTT GILLIS* Senior Vice President and
- ------------------------------ Controller (Principal
N. Scott Gillis Accounting Officer)
JAMES R. BELARDI*
- ------------------------------ Director
James R. Belardi
JANA W. GREER*
- ------------------------------ Director
Jana W. Greer
/s/ SUSAN L. HARRIS
- ------------------------------ Director
Susan L. Harris
PETER MCMILLAN*
- ------------------------------ Director
Peter McMillan
JAMES W. ROWAN*
- ------------------------------ Director
James W. Rowan
JAY S. WINTROB*
- ------------------------------ Director
Jay S. Wintrob
/s/ SUSAN L. HARRIS
- ------------------------------ Attorney-in-Fact
Susan L. Harris
</TABLE>
*Attorney-in-Fact
February 5, 1999
II-6
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EXHIBIT 10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form N-4 for Variable Annuity Account Five (Portion
Relating to the Seasons Select Variable Annuity) of Anchor National Life
Insurance Company of our report dated November 9, 1998, which appears in such
Prospectus. We also consent to the reference to us under the heading
"Independent Accountants" in such Prospectus.
PricewaterhouseCoopers LLP
Los Angeles, California
January 27, 1999
