<PAGE>
As filed with the Securities and Exchange Registration No. 333-56297
Commission on December 13, 2000 Registration No. 811-2512
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
-------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 21 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
-------------------------------------------------------------------------------
Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
-------------------------------------------------------------------------------
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on December 14, 2000 pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
SEPTEMBER 20, 2000, AS AMENDED
BY ONE SUPPLEMENT DATED
SEPTEMBER 20, 2000,
FORM N-4 THREE SUPPLEMENTS EACH
ITEM NO. PART A (PROSPECTUS) DATED DECEMBER 14, 2000 AND ONE
SUPPLEMENT DATED MARCH 1, 2001
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Not Applicable
3 Synopsis............................................. Contract Overview; Fee Table, as amended
4 Condensed Financial Information...................... Condensed Financial Information; Appendix V
- Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. Other Topics - The Company, as amended;
Variable Annuity Account B; Appendix IV -
Description of Underlying Funds, as amended
6 Deductions and Expenses.............................. Fee Table, as amended; Fees, as amended
7 General Description of Variable Annuity
Contracts............................................ Contract Overview
8 Annuity Period....................................... The Income Phase
9 Death Benefit........................................ Death Benefit
10 Purchases and Contract Value......................... Purchase and Rights; Your Account Value
11 Redemptions.......................................... Your Right to Cancel; Systematic Distribution
Options, as amended
12 Taxes................................................ Taxation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
SEPTEMBER 20, 2000, AS AMENDED
BY ONE SUPPLEMENT DATED
SEPTEMBER 20, 2000,
FORM N-4 THREE SUPPLEMENTS EACH
ITEM NO. PART A (PROSPECTUS) DATED DECEMBER 14, 2000 AND ONE
SUPPLEMENT DATED MARCH 1, 2001
<S> <C> <C>
13 Legal Proceedings.................................... Other Topics - Legal Matters and Proceedings
14 Table of Contents of the Statement of Additional
Information.......................................... Contents of the Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF
ADDITIONAL INFORMATION
DATED SEPTEMBER 20, 2000, AND
AS AMENDED BY ONE
FORM N-4 PART B (STATEMENT OF SUPPLEMENT DATED
ITEM NO. ADDITIONAL INFORMATION) DECEMBER 14, 2000
<S> <C> <C>
15 Cover Page........................................... Cover Page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History, as
amended
18 Services............................................. General Information and History, as
amended; Independent Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contracts, as
amended
20 Underwriters......................................... Offering and Purchase of Contracts, as
amended
21 Calculation of Performance Data...................... Performance Data; Average Annual Total
Return Quotations
22 Annuity Payments..................................... Income Phase Payments
23 Financial Statements................................. Financial Statements
</TABLE>
PART C (OTHER INFORMATION)
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus dated September 20, 2000, as amended by Supplements dated
August 21, 2000, September 20, 2000 and December 14, 2000 is incorporated
into Part A of this Post-Effective Amendment No. 21 by reference to
Registrant's filings under Rules 497(c) and 497(e), each as filed on
September 20, 2000 (File No. 333-56297), by reference to Post-Effective
Amendment No. 19 to Registration Statement as filed on September 6, 2000, and
by reference to Post-Effective Amendment No. 20 to Registration Statement as
filed on December 13, 2000 and declared effective on December 14, 2000.
The Statement of Additional Information dated September 20, 2000, as amended
by Supplement dated August 21, 2000, is incorporated into Part B of this
Post-Effective Amendment No. 21 by reference to Registrant's filing under
Rule 485(b), as filed on September 20, 2000 (File No. 333-56297).
One Supplement dated December 14, 2000 to the Prospectus and Statement of
Additional Information is included in Parts A and B, respectively, of this
Post-Effective Amendment.
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT B
VARIABLE ANNUITY ACCOUNT C
VARIABLE ANNUITY ACCOUNT G
AETNA INSURANCE COMPANY OF AMERICA
VARIABLE ANNUITY ACCOUNT I
SUPPLEMENT DATED DECEMBER 14, 2000
The information in this Supplement updates and amends certain information
contained in the Prospectuses, Statements of Additional Information and Contract
Prospectus Summaries and replaces the Supplement dated August 21, 2000. You
should read this Supplement along with the applicable Prospectus, Statement of
Additional Information and Contract Prospectus Summary.
Effective November 17, 2000, Aetna Life Insurance and Annuity Company's
("ALIAC") broker-dealer subsidiary, Aetna Investment Services, Inc. (which was
subsequently converted to Aetna Investment Services, LLC) ("AIS"), became the
principal underwriter for the securities sold under the prospectus. AIS, a
Delaware limited liability company, is registered as a broker-dealer with the
Securities and Exchange Commission. AIS is also a member of the National
Association of Securities Dealers, Inc. and the Securities Investor Protection
Corporation. AIS' principal office is located at 151 Farmington Avenue,
Hartford, Connecticut 06156. ALIAC is no longer a registered broker-dealer.
On December 13, 2000, ALIAC and Aetna Insurance Company of America ("AICA")
became indirect wholly-owned subsidiaries of ING Groep N.V. ("ING"). ING is a
global financial institution active in the fields of insurance, banking and
asset management. The terms of your contract will not be affected by this change
in ownership. In the future, you may begin to see the use of the ING lion logo
on our printed materials.
X.ING-00A
COO-1128-009 December 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account B:
- Statement of Assets and Liabilities as of December 31, 1999
- Statement of Operations for the year ended December 31, 1999
- Statements of Changes in Net Assets for the years ended
December 31, 1999 and 1998
- Condensed Financial Information for the year ended
December 31, 1999
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997
- Consolidated Balance Sheets as of December 31, 1999 and 1998
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1999, 1998 and 1997
- Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
- Notes to Consolidated Financial Statements
(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Life Insurance
and Annuity Company establishing Variable Annuity Account B(1)
(2) Not applicable
(3.1) Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(3)
(3.3) Broker-Dealer Agreement dated June 7, 2000 between Aetna Life
Insurance and Annuity Company and Aetna Investment Services,
Inc. (AISI) and Letter of Assignment to AISI (4)
(3.4) Underwriting Agreement dated November 17, 2000 between Aetna
Life Insurance and Annuity Company and Aetna Investment
Services, LLC (4)
(4.1) Variable Annuity Contract (GM-VA-98)(2)
(4.2) Variable Annuity Contract Certificate (GMC-VA-98)(2)
(4.3) Variable Annuity Contract (GM-VA-98(NY))(5)
(4.4) Variable Annuity Contract Certificate (GMC-VA-98(NY))(5)
<PAGE>
(4.5) Endorsement (EVAGET98) to Variable Annuity Contract GM-VA-98
and Variable Annuity Contract Certificate GMC-VA-98(6)
(4.6) Endorsement (EGET-99) to Variable Annuity Contract GM-VA-98 and
Variable Annuity Contract Certificate GMC-VA-98(7)
(4.7) Endorsement (EVA-PB-00) to Variable Annuity Contract GM-VA-98
and Variable Annuity Contract Certificate GMC-VA-98(8)
(4.8) Endorsement (EVA-PB-00 (NY)) to Variable Annuity Contract
GM-VA-98(NY) and Variable Annuity Contract Certificate
GMC-VA-98(NY)
(5) Variable Annuity Contract Application (9.5.89-6(9/98))(9)
(6.1) Certificate of Incorporation of Aetna Life Insurance and
Annuity Company(10)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(11)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(12)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(9)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(9)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Alliance Capital dated March 1, 2000(13)
(8.4) Service Agreement between Aetna Life Insurance and Annuity
Company and Alliance Capital dated March 1, 2000(13)
(8.5) Fund Participation Agreement by and among Aetna Life Insurance
and Annuity Company and Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund on behalf of each of its series, Aetna
Generation Portfolios, Inc. on behalf of each of its series,
Aetna Variable Portfolios, Inc. on behalf of each of its
series, and Aeltus Investment Management, Inc. dated as of
May 1, 1998(2)
(8.6) Amendment dated November 9, 1998 to Fund Participation
Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation Portfolios,
Inc. on behalf of each of its series, Aetna Variable
Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998(14)
(8.7) Second Amendment dated December 31, 1999 to Fund Participation
Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation Portfolios,
Inc. on behalf of each of its series, Aetna Variable
Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998 and
amended on November 9, 1998(15)
<PAGE>
(8.8) Third Amendment dated February 11, 2000 to Fund Participation
Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation Portfolios,
Inc. on behalf of each of its series, Aetna Variable
Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998 and
amended on November 9, 1998 and December 31, 1999(16)
(8.9) Fourth Amendment dated May 1, 2000 to Fund Participation
Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation
Portfolios, Inc. on behalf of each of its series, Aetna
Variable Portfolios, Inc. on behalf of each of its series,
and Aeltus Investment Management, Inc. dated as of May 1, 1998
and amended on November 9, 1998, December 31, 1999 and
February 11, 2000(16)
(8.10) Service Agreement between Aeltus Investment Management, Inc.
and Aetna Life Insurance and Annuity Company in connection
with the sale of shares of Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund on behalf of each of its series, Aetna
Generation Portfolios, Inc. on behalf of each of its series,
and Aetna Variable Portfolios, Inc. on behalf of each of its
series dated as of May 1, 1998(2)
(8.11) Amendment dated November 4, 1998 to Service Agreement between
Aeltus Investment Management, Inc. and Aetna Life Insurance
and Annuity Company in connection with the sale of shares of
Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
each of its series, Aetna Generation Portfolios, Inc. on
behalf of each of its series and Aetna Variable Portfolios,
Inc. on behalf of each of its series dated as of
May 1, 1998(14)
(8.12) Second Amendment dated February 11, 2000 to Service Agreement
between Aeltus Investment Management, Inc. and Aetna Life
Insurance and Annuity Company in connection with the sale of
shares of Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation Portfolios,
Inc. on behalf of each of its series and Aetna Variable
Portfolios, Inc. on behalf of each of its series dated as of
May 1, 1998 and November 14, 1998(16)
(8.13) Third Amendment dated May 1, 2000 to Service Agreement between
Aeltus Investment Management, Inc. and Aetna Life Insurance
and Annuity Company in connection with the sale of shares of
Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
each of its series, Aetna Generation Portfolios, Inc. on
behalf of each of its series and Aetna Variable Portfolios,
Inc. on behalf of each of its series dated as of May 1, 1998,
November 14, 1998 and February 11, 2000(16)
(8.14) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors
<PAGE>
Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(11)
(8.15) Fifth Amendment dated as of May 1, 1997 to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(17)
(8.16) Sixth Amendment dated November 6, 1997 to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996, March 1, 1996 and May 1, 1997(18)
(8.17) Seventh Amendment dated as of May 1, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996, March 1, 1996, May 1, 1997 and
November 6, 1997(2)
(8.18) Eighth Amendment dated December 1, 1999 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997
and May 1, 1998(15)
(8.19) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(11)
(8.20) Fifth Amendment, dated as of May 1, 1997, to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(17)
(8.21) Sixth Amendment dated as of January 20, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996, March 1, 1996 and May 1, 1997(19)
(8.22) Seventh Amendment dated as of May 1, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996, March 1, 1996, May 1, 1997 and
January 20, 1998(2)
(8.23) Eighth Amendment dated December 1, 1999 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance
<PAGE>
Products Fund II and Fidelity Distributors Corporation dated
February 1, 1994 and amended on December 15, 1994,
February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996,
May 1, 1997, January 20, 1998 and May 1, 1998(15)
(8.24) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(20)
(8.25) Amendment dated January 1, 1997 to Service Agreement between
Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of
November 1, 1995(17)
(8.26) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(14)
(8.27) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital
Corporation dated December 8, 1997(21)
(8.28) Amendment dated October 12, 1998 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance
and Annuity Company and Janus Capital Corporation dated
December 8, 1997(14)
(8.29) Second Amendment dated December 1, 1999 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance
and Annuity Company and Janus Capital Corporation dated
December 8, 1997 and amended on October 12, 1998(15)
(8.30) Amendment dated as of August 1, 2000 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance
and Annuity Company and Janus Capital Corporation dated
December 8, 1997, as amended on October 12, 1998 and
December 1, 1999(22)
(8.31) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(21)
(8.32) First Amendment dated as of August 1, 2000 to Service
Agreement between Janus Capital Corporation and Aetna Life
Insurance and Annuity Company dated December 8, 1997(22)
(8.33) Distribution and Shareholder Services Agreement - Service
Shares of Janus Aspen Series (for Insurance Companies) dated
August 1, 2000 between Janus Distributors, Inc. and Aetna Life
Insurance and Annuity Company(22)
(8.34) Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company dated April 30, 1996,
and amended on September 3, 1996, March 14, 1997 and
November 28, 1997(2)
(8.35) Fourth Amendment dated May 1, 1998 to the Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna
Life Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997 and November 28, 1997(9)
(8.36) Fifth Amendment dated May 1, 1998 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna
Life Insurance and Annuity
<PAGE>
Company and Massachusetts Financial Services Company dated
April 30, 1996, and amended on September 3, 1996,
March 14, 1997 and November 28, 1997(23)
(8.37) Fifth Amendment dated July 1, 1999 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna
Life Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997, November 28, 1997 and
May 1, 1998(24)
(8.38) Fund Participation Agreement dated May 1, 1999 between Aetna
Life Insurance and Annuity Company, Mitchell Hutchins Series
Trust, and Mitchell Hutchins Asset Management, Inc.(25)
(8.39) Service Agreement dated May 1, 1999 between Mitchell Hutchins
Asset Management, Inc. and Aetna Life Insurance and Annuity
Company(25)
(8.40) Fund Participation Agreement dated March 11, 1997 between Aetna
Life Insurance and Annuity Company and Oppenheimer Variable
Annuity Account Funds and Oppenheimer Funds, Inc.(26)
(8.41) First Amendment dated December 1, 1999 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Oppenheimer Variable Annuity Account Funds and Oppenheimer
Funds, Inc. dated March 11, 1997(15)
(8.42) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(26)
(8.43) First Amendment dated October 1, 2000 to Service Agreement
between Aetna Life Insurance and Annuity Company and A I M
Advisors, Inc. dated June 30, 1998.(4)
(8.44) Sixth Amendment dated November 17, 2000 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna
Life Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997, November 28, 1997,
May 1, 1998 and July 1, 1999.(4)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(8)
(14.1) Powers of Attorney(4)
(14.2) Authorization for Signatures(3)
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996.
2. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-56297), as filed on June 8, 1998.
3. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.
4. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000.
5. Incorporated by reference to Post-Effective Amendment No. 18 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
August 30, 2000.
6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on September 14, 1998.
7. Incorporated by reference to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
April 7, 1999.
<PAGE>
8. Incorporated by reference to Post-Effective Amendment No. 15 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
May 8, 2000.
9. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
10. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996.
11. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 11, 1997.
12. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-91846), as filed on
October 30, 1997.
13. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 333-87305), as filed on April 26, 2000.
14. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.
15. Incorporated by reference to Post-Effective Amendment No. 19 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
February 16, 2000.
16. Incorporated by reference to Post-Effective Amendment No. 20 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
April 4, 2000.
17. Incorporated by reference to Post-Effective Amendment No. 30 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
September 29, 1997.
18. Incorporated by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 9, 1998.
19. Incorporated by Reference to Post-Effective Amendment No. 7 to Registration
Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.
20. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996.
21. Incorporated by reference to Post-Effective Amendment No. 10 to
Registration Statement on Form N-4 (File No. 33-75992), as filed on
December 31, 1997.
22. Incorporated by reference to Post-Effective Amendment No. 22 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on August
14, 2000.
23. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on February 16, 1999.
24. Incorporated by reference to Post-Effective Amendment No. 11 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
November 23, 1999.
25. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on June 25, 1999.
26. Incorporated by reference to Post-Effective Amendment No. 27 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
April 16, 1997.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
----------------- ------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Allan Baker Director and Senior Vice President
Catherine H. Smith Director, Senior Vice President and Chief
Financial Officer
Kirk P. Wickman Senior Vice President, General Counsel and
Corporate Secretary
Deborah Koltenuk Vice President, Corporate Controller and Assistant
Treasurer
Brian Murphy Vice President and Chief Compliance Officer
</TABLE>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
44 to the Registration Statement on Form N-4 (File No. 33-34370), as filed on
December 13, 2000.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 31, 2000, there were 111,279 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
ITEM 28. INDEMNIFICATION
Section 33-779 of the Connecticut General Statutes ("CGS") provides that a
corporation may provide indemnification of or advance expenses to a director,
officer, employee or agent only as permitted by Sections 33-770 to 33-778,
inclusive, of the Connecticut General Statutes, as amended by Sections 12 to 20,
inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS
regarding indemnification of directors and Section 33-776(d) of CGS regarding
indemnification of officers, employees and agents of Connecticut corporations.
These statutes provide in general that Connecticut corporations incorporated
prior to January 1, 1997 shall, except to the extent that their certificate of
incorporation expressly provides otherwise, indemnify their directors, officers,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred with
respect to a
<PAGE>
proceeding) when (1) a determination is made pursuant to Section 33-775 that the
party seeking indemnification has met the standard of conduct set forth in
Section 33-771 or (2) a court has determined that indemnification is appropriate
pursuant to Section 33-774. Under Section 33-775, the determination of and the
authorization for indemnification are made (a) by the disinterested directors,
as defined in Section 33-770(3); (b) by special counsel; (c) by the
shareholders; or (d) in the case of indemnification of an officer, agent or
employee of the corporation, by the general counsel of the corporation or such
other officer(s) as the board of directors may specify. Also, Section 33-772
provides that a corporation shall indemnify an individual who was wholly
successful on the merits or otherwise against reasonable expenses incurred by
him in connection with a proceeding to which he was a party because he was a
director of the corporation. Pursuant to Section 33-771(d), in the case of a
proceeding by or in the right of the corporation or with respect to conduct for
which the director, officer, agent or employee was adjudged liable on the basis
that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who was a director, officer, employee or
agent of the corporation. Consistent with the statute, Aetna Inc. has procured
insurance from Lloyd's of London and several major United States and
international excess insurers for its directors and officers and the directors
and officers of its subsidiaries, including the Depositor.
ITEM 29. PRINCIPAL UNDERWRITER
(a) In addition to serving as the principal underwriter for the
Registrant, Aetna Investment Services, LLC (AIS) (formerly Aetna
Investment Services Inc.) also acts as the principal underwriter
for Aetna Income Shares, Aetna Variable Fund, Aetna Variable Encore
Fund, Aetna Balanced VP, Inc., Aetna Variable Portfolios, Inc., Aetna
Generation Portfolios, Inc., Aetna GET Fund, and Portfolio Partners,
Inc. (all management investment companies registered under the
Investment Company Act of 1940 (1940 Act)). Additionally, AIS acts as
the principal underwriter for Variable Life Account B of Aetna Life
Insurance and Annuity Company (Aetna), Variable Life Account C of
Aetna, Variable Annuity Account C of Aetna and Variable Annuity
Account G of Aetna (separate accounts of Aetna registered as unit
investment trusts under the 1940 Act). AIS is also the principal
underwriter for Variable Annuity Account I of Aetna Insurance Company
of America (AICA) (a separate account of AICA registered as a unit
investment trust under the 1940 Act).
<PAGE>
(b) The following are the directors and principal officers of the
Principal Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
----------------- ---------------------
<S> <C>
Maureen M. Gillis Director and President
Allan Baker Director and Senior Vice President
Robert L. Francis Director and Senior Vice President
Marie Augsberger Senior Vice President
Steven A. Haxton Senior Vice President
Gary J. Hegedus Senior Vice President
Deborah Koltenuk Vice President, Treasurer and Chief Financial
Officer
Therese Squillacote Vice President and Chief Compliance Officer
John F. Todd Corporate Secretary and Counsel (Chief Legal
Officer)
Martin T. Conroy Vice President and Assistant Treasurer
Reginald Bowen Vice President
Christina Lareau Vice President
Dwyatt McClain Vice President
Terran Titus Vice President
William T. Abramowicz Vice President
Douglas J. Ambrose Vice President
Louis E. Bachetti Vice President
Ronald R. Barhorst Vice President
Robert H. Barley Vice President
Steven M. Bresler Vice President
David Brounley Vice President
<PAGE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
----------------- ---------------------
<S> <C>
Daniel P. Charles Vice President
Brian D. Comer Vice President
Albert J. DiCristofaro, Jr. Vice President
John B. Finigan Vice President
Brian P. Harrington Vice President
Bernard P. Heffernon Vice President
William S. Jasien Vice President
Jess D. Kravitz Vice President
George D. Lessner Vice President
Katherine E. Lewis Vice President
Susan J. Lewis Vice President
James F. Lille Vice President
David J. Linney Vice President
Richard T. Mason Vice President
Joseph F. McClain Vice President
Pamela Mulvey Vice President
W. Michael Montgomery Vice President
Scott T. Neeb Vice President
Patrick F. O'Christie Vice President
Paulette Playce Vice President
Marcellous J. Reed Vice President
Charles A. Dklader Vice President
Frank W. Snodgrass Vice President
S. Bradford Vaughan, Jr. Vice President
<PAGE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
----------------- ---------------------
<S> <C>
Mark Woolhiser Vice President
David A. Kelsey Assistant Vice President
Rose-Marie DeRensis Assistant Corporate Secretary
Melinda L. Dziavit Assistant Corporate Secretary
</TABLE>
*The principal business address of all directors and officers listed is: 151
Farmington Avenue, Hartford, Connecticut 06156
(c) Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
<PAGE>
(d) The Company hereby represents that it is relying upon and will comply
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 28, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 235221, *13
(S.E.C.)].
(e) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 333-56297) and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
13th day of December, 2000.
VARIABLE ANNUITY ACCOUNT B OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(DEPOSITOR)
By: Thomas J. McInerney*
------------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 21 to the Registration Statement on Form N-4 (File No. 333-56297) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
------------------------- (principal executive officer) )
Thomas J. McInerney )
)
Allan Baker* Director )
------------------------- ) December
Allan Baker ) 13, 2000
)
Catherine H. Smith* Director and Chief Financial Officer )
------------------------- )
Catherine H. Smith )
)
Deborah Koltenuk* Corporate Controller )
------------------------- )
Deborah Koltenuk )
</TABLE>
By: /s/ J. Neil McMurdie
---------------------------------------
J. Neil McMurdie
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
99-B.4.8 Endorsement (EVA-PB-00(NY)) to Variable Annuity Contract
GM-VA-98(NY) and Variable Annuity Contract Certificate
GMC-VA-98(NY) ========
99-B.9 Opinion and Consent of Counsel
--------
99-B.10 Consent of Independent Auditors
--------
</TABLE>
