<PAGE>
FILE NO. 811-09007
As filed with the Securities and Exchange Commission on May 26, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-8B-2
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REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
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SEPARATE ACCOUNT USL VA-R OF
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
(Name of Unit Investment Trust)
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Not the Issuer of Periodic Payment Plan Certificates
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X Issuer of periodic payment plan certificates
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Certain items of Form N-8B-2 are inapplicable to Registrant pursuant to the
administrative practice of the Commission and its staff of adapting the
disclosure requirements of the Commission's registration statement forms in
recognition of the difference between individual flexible purchase payment
variable annuity certificates and other periodic payment plan certificates
issued by investment companies and between separate accounts organized as
management companies and unit investment trusts.
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I
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Separate Account USL VA-R of The United States Life Insurance Company
in the City of New York (the "Separate Account"). Registrant has no
Internal Revenue Service Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Interests under individual flexible purchase payment variable annuity
certificates (the "Certificates")
2. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each depositor of the
trust.
The United States Life Insurance Company in the City of New York ("USL")
125 Maiden Lane
New York, NY 10038-4992
IRS Employer Identification Number: 13-5459480
3. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.
There is no custodian or trustee for Registrant.
4. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
No Certificates are being distributed currently. When distribution
commences, American General Securities, Incorporated will be the principal
underwriter.
American General Securities Incorporated
2727 Allen Parkway
Houston, Texas 77019-2191
IRS Employer Identification Number: 76-0050868
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5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
New York.
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
Registrant was established pursuant to a resolution of USL's Board
of Directors on August 8, 1997. Registrant will continue in
existence until its complete liquidation and the distribution of its
assets to the persons entitled to receive them or until such time as
Registrant's existence as a separate entity may terminate pursuant
to any merger, consolidation or similar reorganization.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by
the custodian or trustee.
Not applicable, for the reasons set forth under Item 3., above,
which Registrant incorporates herein by reference.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
Registrant has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
9. Material Litigation. Furnish a description of any pending legal
proceedings, material with respect to the security holders of the trust by
reason of the nature of the claim or the amount thereof, to which the
trust, the depositor, or the principal underwriter is a party or of which
the assets of the trust are the subject, including the substance of the
claims involved in such proceeding and the title of the proceeding.
Furnish a similar statement with respect to any pending administrative
proceeding commenced by a governmental authority or any such proceeding or
legal proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is representative
of, or one of, a group which in the aggregate is material.
None.
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II
GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
Holders
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered, insofar as a Certificate is owned by the person named in
the Certificate as the Certificate owner, and the records concerning
the Certificate owner a re maintained by or on behalf of USL.
(b) Whether the securities are of the cumulative or distributive type.
Cumulative, insofar as earnings in Registrant are reflected in
Certificate benefits and are not distributed.
(c) The rights of security holders with respect to withdrawal or
redemption.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in Registrant's Prospectus, which is filed as
part of Registrant's Pre-Effective Amendment No. 1 to its Form N-4
Registration Statement filed on May 26, 1999 (File No. 333-63673)
under the Securities Act of 1933 (the "Prospectus"), set out under
the captions: "Synopsis of Certificate Provisions: Surrenders and
Withdrawals." "Transfer, Automatic Rebalancing, Surrender and Partial
Withdrawal of Owner Account Value: Surrenders. Partial Withdrawals."
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the captions:
"Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of
Owner Account Value: Transfers." "Annuity Period and Annuity Payment
Options: Transfers."
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(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults by security holders in making principal payments,
and with respect to reinstatement.
In answer to this item, Registrant incorporates herein by reference
certain disclosure contained in the Prospectus, set out under the
captions: "Synopsis of Certificate Provisions: Minimum Investment
Requirement." "Certificate Issuance and Purchase Payments: Minimum
Requirements."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and
the relationship of such persons to the trust.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the caption:
"The Series: Voting Privileges."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the following captions: "Synopsis of Certificate Provisions:
Changes in Allocations Among Divisions and Guarantee Periods."
"The Series: Voting Privileges." "Other Aspects of the
Certificates: Rights Reserved by Us."
(2) the terms and conditions of the securities issued by the trust.
See the answer to item 10.(g)(1), above, which Registrant
incorporates herein by reference.
(3) the provisions of any indenture or agreement of the trust.
There is no indenture or agreement of trust relating to
Registrant.
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(4) the identity of the depositors, trustee or custodian.
Notice would be required of a change in the identity of the
depositor. Registrant has no trustee or custodian.
(h) Whether the consent of security holders is required in order for action
to be taken concerning any change in:
(1) the composition of the assets of the trust.
See the answer to item 10.(g)(1), above, which Registrant
incorporates herein by reference.
(2) the terms and conditions of the securities issued by the trust.
See the answer to item 10.(g)(1), above, which Registrant
incorporates herein by reference.
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
See the answer to item 10.(g)(4), above, which Registrant
incorporates herein by reference.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the captions:
"Separate Account USL VA-R." "Federal Income Tax Matters: Federal
Income Tax Withholding and Reporting. Taxes Payable by USL and the
Separate Account."
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have any interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
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In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under the
captions: "Separate Account USL VA-R." "The Series."
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish
the following information for each such company:
(a) Name of company.
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the caption: "Separate Account USL VA-R;" and on the front cover.
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal busine ss address of principal underwriter.
Not applicable.
(e) The period during which the securities of such company have been the
underlying securities.
Not applicable, because Registrant has not yet commenced
operations.
Information Concerning Loads, Fees, Charges and Expenses
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13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which: (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject: (A) the nature of such load, fee,
expense, or charge; (B) the amount thereof; (C) the name of the person
to whom such amounts are paid and his relationship to the trust; and
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
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In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the captions:
"Fee Table." "Charges Under the Certificates."
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments. [Instructions and
chart omitted.]
Not applicable. The Certificates are individual flexible purchase
payment deferred variable annuities and do not operate as the
usual periodic payment plan. However, the Certificates do provide
for the imposition of sales loads and deductions for premium
taxes as described under the Prospectus captions cited in answer
to item 13(a), above, which Registrant incorporates herein by
reference.
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public offering
pric e and as a percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive order that
reflect scheduled variations in, or elimination of, the sales load, and
identify each class of individuals or transactions to which such plans
apply.
Not applicable, because the Certificates are individual flexible
purchase payment deferred variable annuities and do not operate as the
usual periodic payment plan certificate. But see the answer to Item
13(a), above, and 13(d), below, which Registrant incorporates herein by
reference.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of
the depositor, trustee or custodian or principal underwriter.
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the caption: "Charges Under the Certificates."
(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
None.
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(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d) through
the sale or purchase of the trust's securities or interests in such
securities, or underlying securities or interests in underlying
securities, and describe fully the nature and extent of such profits or
benefits.
Not applicable.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered
by the financial statements filed herewith.
Not applicable, because no Certificates have yet been sold.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
In answer to this item, Registrant incorporates herein by reference
the disclosure set out under the captions: "Synopsis of Certificate
Provisions: Minimum Investment Requirements. Purchase Payment
Accumulation." "The Series." "Certificate Issuance and Purchase
Payments: Minimum Requirements. Payments."
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
In answer to this item, Registrant incorporates herein by reference
the disclosure set out under the captions: "Synopsis of Certificate
Provisions: Purchase Payment Accumulation. Communications to Us."
"Certificate Issuance and Purchase Payments: Payments."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
9
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Amounts invested in Registrant are promptly invested in shares of the
underlying funds. Also in answer to this item, Registrant incorporates
herein by reference disclosure contained in the Prospectus, set out
under the captions: "Separate Account USL VA-R." "Owner Account Value:
Variable Account Value. Fixed Account Value."
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
See the answer to Item 10(c), above, which Registrant
incorporates herein by reference.
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
See the responses to Items 10 (c), (d), and (e), above, which
Registrant incorporates herein by reference.
(c) Indicate whether repurchased or redeemed securities will be canceled or
may be resold.
Not applicable. Separate Account assets are used to support
benefits and amounts payable under the Certificates.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or agreement
pertaining thereto.
See the answer to Item 16., above, which Registrant incorporates
herein by reference.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the provisions
of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose and
ultimate disposition thereof, and describe the manner of handling of same.
10
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In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the caption: "Separate Account USL VA-R."
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made describe the nature thereof, the
account charged and the basis of determining the amount of such charge.
Not applicable, because no Certificates have yet been sold.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the captions:
"Synopsis of Certificate Provisions: Financial and Performance
Information. Other Information." "Separate Account USL VA-R."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
Not applicable.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
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(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Not applicable.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Not applicable.
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person
of the foregoing. The following items should be covered:
(1) The name of each person who makes such agreements or arrangements
with security holders;
(2) The rate of interest payable on such loans;
(3) The period for which loans may be made;
(4) Costs or charges for default in repayment at maturity;
(5) Other material provisions of the agreement or arrangement.
Not applicable.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of the
foregoing and the aggregate amount of loans in default at the end of
the last fiscal year covered by financial statements filed herewith.
Not applicable.
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22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
In answer to this item, Registrant incorporates herein by reference
the response to Item 3, above, and disclosure contained in the
Prospectus, set out under the captions: "USL." "Other Aspects of the
Certificates: Payment and Deferment." "Federal Income Tax Matters:
General."
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
Not applicable with respect to the operations of Registrant.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
In answer to this item, Registrant incorporates herein by reference
the response to Item 3, above, and disclosure contained in the
Prospectus, set out under the caption: "Other Aspects of the
Certificates: Rights Reserved by Us."
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III
ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the caption:
"USL."
26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith: for each
year, total payments by security holders; amount of sales load
received; amount of administration fees received; amount of management
fees received; amount of other fees received; aggregate gross amount
of load, fees, etc. received. [Chart omitted.]
Not applicable, because Registrant has not yet commenced
operations.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company:
(1) The nature of such fee or participation;
(2) The name of the person making payment;
(3) The nature of the services rendered in consideration for such
fee or participation;
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith;
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Not applicable to depositor in its capacity as depositor to
Registrant, because Registrant has not yet commenced operations. But
Registrant incorporates herein by reference disclosure contained in
the Prospectus, set out under the captions: "Fee Table" and its
footnotes. "Services Agreements." "Charges Under the Certificates."
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the caption:
"USL."
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities of
the depositor: name and principal business address; nature of the
relationship or affiliation with depositor of the trust; ownership of
all securities of the depositor; ownership of all securities of the
trust; other companies of which each of the persons named above is
presently an officer, director or partner. [Chart omitted]
Depositor of Registrant
Name and address: See the answer to Item 2, above, which Registrant
incorporates herein by reference.
Securities of the depositor: See the answer to Item 29, below, which
Registrant incorporates herein by reference.
Securities of Registrant: Registrant has not issued any securities.
In the future, USL may be deemed to own securities of Registrant
through, for example, amounts accumulated in Registrant arising from
charges under the Certificates or capital contributed to Registrant.
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Positions with other companies: None.
Natural Persons Owning Securities of Depositor
Not applicable.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Directors and Officers
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ---- ------------------------------------------
<S> <C>
Jon P. Newton Senior Chairman of USL since June 1998 and a Director of USL
since June 1997. Director of American General Corporation since
October 1995 and Vice Chairman since April 1997; Vice Chairman and
General Counsel (October 1995-April 1997). Director of other American
General Corporation affiliates since October 1994. Prior thereto,
Partner with Clark, Thomas, Winter & Newton, Austin, Texas (February
1979-February 1993). Directorships with Houston Museum of Natural
Science Board of Trustees since 1997; University of Texas Law School
Foundation Board of Trustees, Austin, Texas since 1997; University of
Texas-Houston Health Science Center Development Board, Houston, Texas
since 1996; Texas Commerce Bancshares, Houston, Texas (1985-1993);
Texas Commerce Bank, Austin, Texas (1979-1993); Lomas Financial
Corporation, Dallas, Texas (1983-1993); Vista Properties, Inc., Dallas,
Texas (1992-1993).
Rodney O. Martin, Jr. Director and Chairman of the Board of USL since June
1997. President and CEO of American General Life Insurance Company
(August 1996-July 1998). President of American General Life Insurance
Company of New York (November 1995-August 1996). Vice President
Agencies, with Connecticut Mutual Life Insurance Company (1990-1995).
William M. Keeler Director, President and Chief Executive Officer - Group
Insurance Operations of USL since June 1998. President
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
and Chief Executive Officer of USLIFE Indemnity Company, USLIFE Agency Services
and USLIFE Credit Life Insurance Company, Schaumburg, Illinois (May
1995 - July 1998). Senior Executive Vice President of Marketing of
USLIFE indemnity Company (May 1994 - May 1995.)
David J. Dietz President and Chief Executive Officer - Individual Insurance
Operations of USL since September 1997. Director of USL since November
1997. President of Prudential Select Life, Newark New Jersey (August
1990 - September 1997).
David A. Fravel Executive Vice President of USL since September 1998 and a
Director of USL since November 1997. Director and Senior Vice
President of American General Life Insurance Company since November
1996. Elected Executive Vice President in April, 1998. Senior Vice
President Massachusetts Mutual, Springfield, Missouri (March 1996-June
1996); Vice President, New Business, Connecticut Mutual Life, Hartford,
Connecticut (December 1978-March 1996).
John V. LaGras Executive Vice President and Chief Technology Officer of USL
since June 1998. Director, Senior Vice President and Chief Systems
Officer of American General Life Insurance Company since August 1996.
Elected Executive Vice President in July, 1998. Prior thereto, Director
of Citicorp Insurance Services, Inc., Dover, Delaware (1986-1996).
Gary D. Reddick Executive Vice President of USL since June 1998. Executive
Vice President of American General Life Insurance Company since April
1998 and Director since October 1998. Vice Chairman since July 1997 and
Executive Vice President-Administration of The Franklin Life Insurance
Company since February 1995. Senior Vice President-Administration of
American General Corporation (October 1994-February 1995). Senior Vice
President for American General Life Insurance Company (September 1986-
October 1994).
Wayne A. Barnard Senior Vice President and Chief Actuary of USL since September
1998. Senior Vice President and Chief Actuary of American General Life
Insurance Company since
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
November 1997 and Vice President since February, 1991 and Chief
Actuary since February, 1993.
Felix C. Curcura Senior Vice President - Group Actuarial and Underwriting of
USL since 1967. Director of USL since March 1999.
Ross D. Friend Senior Vice President and Chief Compliance Officer of USL since
November 1998. In July 1998 named as Senior Vice President and Chief
Compliance Officer of American General Life Insurance Company. Senior
Vice President and General Counsel of The Franklin Life Insurance
Company, Springfield, Illinois (August 1996 - July 1998). Attorney-in-
Charge for The Prudential Insurance Company, Jacksonville, Florida
(July 1995 - August 1996). Chief Legal Officer for Confederation Life
Insurance, Atlanta, Georgia (1982 - June 1995).
William F. Guterding Senior Vice President and Chief Underwriting Officer of
USL since October of 1991.
Kevin Harty Senior Vice President and Chief Agency Officer of USL since January
1995. Vice President of Sales for Security Mutual Life Insurance
Company, Binghamton, New York. (January 1989 - December 1994).
Robert F. Herbert, Jr. Senior Vice President of USL since September 1998 and
Controller and Treasurer of USL since March 1999.
Director, Senior Vice President and Treasurer of American
General Life Insurance Company since May 1996.
Simon J. Leech Senior Vice President, Houston Service Center of USL since
September 1998. In July 1997 named as Senior Vice President-Houston
Service Center for American General Life Insurance Company. Various
positions with American General Life Insurance Company since 1981,
including Director of POS in 1993, and Vice President-Policy
Administration in 1995.
Randy J. Marash Senior Vice President and Actuary of USL since July of 1989.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Robert Stuchiner Senior Vice President - Marketing of USL since September 1998.
Chief Marketing Office of TowerMark Brokerage Services, Inc., New York,
New York (September 1990 - September 1998).
R. Stephen Watson Senior Vice President and Chief Administrative Officer of USL
since 1997 and a Director of USL since August 1997. Vice President and
Chief Administrative Officer of American General Life Insurance Company
of New York, Syracuse, New York (1995 - 1997). Director of Insurance
Administration, American General Finance, Evansville, Indiana (1991 -
1995).
Thomas M. Zurek Senior Vice President and General Counsel of USL since December
1998. In February 1998 named as Senior Vice President and Deputy
General Counsel of American General Corporation. Attorney Shareholder
with Nyemaster, Goode, Voigts, West, Hansell & O'Brien, Des Moines,
Iowa (June 1992 - February 1998).
William A. Bacas, Sr. Director of USL since June 1997. Partner with Bacas &
Krogmann, Attorneys at Law, Glens Falls, NY since 1972.
John R. Corcoran Director of USL since June 1997. Currently retired. Various
positions, including Vice President of Sales, for Mutual Life of New
York, New York, New York (1956 -1996).
Patricia O. Ewers Director of USL since June 1997. Currently retired.
Thomas H. Fox Director of USL since June 1997. Currently retired.
William J. O'Hara, Jr. Director of USL since June 1997. Chief Executive Officer
of A J Tech, Vista, California since 1997. Present of William J.
O'Hara, New York, New York (1992 - 1996).
George B. Trotta Director of USL since June 1997. Currently retired. Senior
Vice President of Metropolitan Life Insurance Company, New York, New
York (1982 - 1995).
</TABLE>
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5%
19
<PAGE>
or more of the outstanding voting securities of the depositor: name and
principal business address; nature of business; and ownership of all
securities of the depositor. [Chart omitted.]
As of the date of this Form N-8B-2 USL is an indirect, wholly-owned
subsidiary of American General Corporation ("AGC"), a diversified financial
services holding company engaged primarily in the insurance business.
AGC's principal business address is 2929 Allen Parkway, Houston, Texas
77019-2191.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor. [Chart omitted.]
None.
Compensation of Officers and Directors of Depositor
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith: [Chart and footnote omitted]
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Items 31(a), (b) and (c) are not applicable because no officer
affiliated with the depositor receives separate remuneration for
services rendered with respect to Registrant. See the response to
Item 26(a), above, which Registrant incorporates herein by
reference.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith: [Chart and footnote omitted.]
20
<PAGE>
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Items 32(a) and (b) are not applicable because no director
affiliated with the depositor receives separate remuneration for
services rendered with respect to Registrant. See the response to
Item 26(a), above, which Registrant incorporates herein by
reference.
Compensation to Employees
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries. [Chart and footnote omitted.]
Not applicable because no employee affiliated with the depositor
receives separate remuneration for services rendered with respect
to Registrant. See the response to Item 26(a), above, which
Registrant incorporates herein by reference.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a): (1) Sales
managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work. [Chart and
footnote omitted.]
Not applicable because no person who is affiliated with the
depositor and who falls within any class of persons enumerated
above receives separate remuneration for services rendered with
respect to Registrant. See the response to Item 26(a), above,
which Registrant incorporates herein by reference.
21
<PAGE>
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32, and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries. [Chart and footnotes omitted.]
Not applicable. See the response to Item 26(a), above, which
Registrant incorporates herein by reference.
22
<PAGE>
IV
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's securities
(a) are currently being made, (b) are presently proposed to be made, and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
USL has made no sales and is currently making no sales of the
Certificates to the public in any state. USL intends to sell the
Certificates in New York where it is licensed to sell variable
annuities.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not applicable, because sales of the Certificates have not yet
commenced.
37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body;
(2) Date of denial;
(3) Brief statement of reason given for denial.
None.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body;
(2) Date of revocation;
(3) Brief statement of reason given for revocation.
None.
23
<PAGE>
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the caption: "Distribution Arrangements."
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
In answer to this item, Registrant incorporates herein by
reference the answer to item 38.(a), above. Pursuant to a
Distribution Agreement with USL (the "Agreement"), Van Kampen
Funds, Inc. will serve as the distributor of the Certificates.
The Agreement may be terminated by either party upon at least 60
days notice to the other party.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
In answer to this item, Registrant incorporates herein by
reference the answer to Item 38.(a), above.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
In answer to this item, Registrant incorporates herein by
reference the answer to Item 4., above. AGSI was organized under
the laws of Texas on March 8, 1983.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
24
<PAGE>
Not applicable, because no Certificates are currently being
distributed. However, AGSI, the principal underwriter, is a
member of the National Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith: name of principal
underwriter; years; total payments by security holders; amounts
received of (i) sales loads; (ii) administrative fees;(iii) management
fees; (iv) other fees; and (v) aggregate load, fees, etc. [Chart
omitted.]
Not applicable, because no Certificates have yet been sold.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company: (1) the nature of such fee or participation;
(2) the name of the person making payment; (3) the nature of the
services rendered in consideration for such fee or participation; (4)
the aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
In answer to this item, Registrant incorporates herein by
reference the answer to Item 38.(a), above.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Not applicable, because no Certificates have yet been sold.
25
<PAGE>
(c) Furnish the number of individual salesmen for each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not applicable, because no Certificates have yet been sold.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter: [Chart omitted.]
Not applicable, because no Certificates are currently being
distributed. Registrant incorporates herein by reference the answer to
Item 28(a), above.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable, because no Certificates are currently being
distributed. See the response to Item 35, above, which Registrant
incorporates herein by reference.
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) the source of quotations used to determine the value of portfolio
securities;
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out
under the captions: "Owner Account Value: Variable Account
Value. Fixed Account Value."
(2) whether opening, closing, bid, asked or any other price is used;
Not applicable.
26
<PAGE>
(3) whether price is as of the day of sale or as of any other time;
(4) a brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation);
(5) other items which registrant adds to the net asset value in
computing offering price of its securities;
(6) whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
As to Item 44(a)(3) through (6), the Registrant incorporates
herein by reference the information set out in the
Prospectus and the captions: "Charges Under the
Certificates." "Federal Income Tax Matters."
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Such schedule shall be in substantially the following form:
Note: If registrant is an issuer of periodic payment plan
certificates, furnish, in lieu of such schedule an appropriate,
comparable schedule showing the acquisition price of the holders'
interest in the underlying securities. [Schedule omitted.]
1. Value of portfolio securities;
2. Value of other assets;
3. Total (1 plus 2);
4. Liabilities (include accrued expenses and taxes);
5. Value of net assets (3 minus 4);
6. Other charges:
(a) odd lot premiums;
(b) brokerage commissions;
(c) fees for administration;
(d) fees for custodian or trustee;
(e) fees for registrar or transfer agent;
(f) transfer taxes;
(g) reserves;
(h) others;
(i) total, 6(a) through 6(h), inclusive
27
<PAGE>
7. Adjusted value of net assets (5 plus 6(i));
8. Number of units outstanding;
9. Net asset value per unit (four decimals);
(a) excluding other charges (5 divided by 8);
(b) including other charges (7 divided by 8);
10. Adjustment of 9(b) for fractions;
11. Adjusted net asset value per unit;
12. Offering price (show four decimals) (If any sales load is
charged, indicate amount, and apply percentage load to 11 or
other applicable base, indicating base.);
13. Adjustment of 12 for fractions;
14. Offering price;
15. Accumulated undistributed income per unit (if not
included in 3 and 9);
16. Adjusted price (14 plus 15);
17. Effective load per unit:
(a) In dollars (16 - [9(a) + 15]);
(b) In percentage (17(a) of [9(a) + 15]);
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
See the responses to Items 13.(a), 13.(c), and 13.(d), above,
which Registrant incorporates herein by reference.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended;
(b) the number of days' notice given to security holders prior to
suspension of redemption rights;
(c) reason for suspension;
28
<PAGE>
(d) period during which suspension was in effect;
Items 45.(a)-(d) are not applicable. See Item 35., above, which
Registrant incorporates herein by reference.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities;
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(1), above.
(2) Whether opening, closing, bid, asked or any other price is used;
Not applicable.
(3) Whether price is as of the day of sale or as of any other time;
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation);
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities; [Chart omitted]
(6) Whether adjustments are made for fractions.
As to Item 46(a)(3) through (6), see the answer to Item
44(a)(3)-(6), above, which Registrant incorporates herein by
reference.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
Note: If registrant is an issuer of periodic payment plan
certificates, furnish in lieu of such schedule, an appropriate
comparable schedule, showing the liquidation or redemption price of
the security holder's interest in the underlying securities.
29
<PAGE>
1. Value of portfolio securities;
2. Value of other assets;
3. Total (1 plus 2);
4. Liabilities (include accrued expenses and taxes);
5. Value of net assets (3 minus 4);
6. Other charges:
(a) odd lot premiums;
(b) brokerage commissions;
(c) fees for administration;
(d) fees for custodian or trustee;
(e) fees for registrar or transfer agent;
(f) transfer taxes;
(g) reserves;
(h) others;
(i) total, 6(a) through 6(h), inclusive;
7. Adjusted value of net assets (5 minus 6(i));
8. Number of units outstanding;
9. Net asset value per unit (four decimals):
(a) excluding other charges (5 divided by 8);
(b) including other charges (7 divided by 8);
10. Adjustment of 9(b) for fractions;
11. Adjusted net asset value per unit;
12. Redemption charge;
13. Adjusted redemption price;
14. Accumulated undistributed income per unit (if not included in 3
and 9);
15. Actual redemption price (13 plus 14);
16. Effective redemption fee per unit:
(a) In dollars ((9(a) + 14) / 15);
(b) In percentage (16(a) of (9(a) + 14));
Not applicable.
Purchase and Sale of Interests in Underlying Securities from and to Security
Holders
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in the underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders.
30
<PAGE>
See the response to Item 16., above, which Registrant incorporates
herein by reference. There is no procedure for the purchase of
underlying securities or interests therein from Certificate owners who
exercise surrender rights.
State whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items 44
and 46. If any item of expenditure included in the determination of the
valuation is not or may not actually be incurred or expended, explain the
nature of such item and who may benefit from the transaction.
Not applicable.
31
<PAGE>
V
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust;
(a) Name and principal business address;
(b) Form of organization;
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized;
(d) Name of governmental supervising or examining authority.
Items 48.(a)-(d) are not applicable. Registrant does not have a
trustee or custodian.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable. Registrant does not have a trustee or custodian.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
Not applicable. Registrant does not have a trustee or custodian, and
no other party may create a lien on the assets of the trust.
32
<PAGE>
VI
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company;
(b) The types of certificates and whether individual or group
certificates;
(c) The types of risks insured and excluded;
(d) The coverage of the certificates;
(e) The beneficiaries of such certificates and the uses to which the
proceeds of certificates must be put;
(f) The terms and manner of cancellation and of reinstatement;
(g) The method of determining the amount of premiums to be paid by
holders of securities;
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year;
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor;
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
Not applicable. But see the disclosure regarding the Certificates
obtained in the Prospectus, which Registrant incorporates herein by
reference.
33
<PAGE>
VII
CERTIFICATE OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be
employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian, and any principal
underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture
or agreement, describe briefly the method of selection of such person.
In answer to this item, Registrant incorporates herein by reference
disclosure contained in the Prospectus, set out under the captions:
"The Series: Voting Privileges." "Other Aspects of the Certificates:
Rights Reserved by Us." USL will not substitute another security for
the underlying securities held by Registrant unless the Securities
and Exchange Commission shall have approved such substitution, as
required by applicable law.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security
during the period covered by the financial statements filed
herewith:
(1) Title of security;
(2) Date of elimination;
(3) Reasons for elimination;
(4) The use of the proceeds from the sale of the
eliminated security;
(5) Title of security substituted, if any;
(6) Whether depositor, principal underwriter,
trustee or custodian or any affiliated
person of the foregoing were involved in the
transaction;
(7) Compensation or remuneration received by
each such person directly or indirectly as a
result of the transaction;
Not applicable, because no Certificates have yet been
issued.
34
<PAGE>
(c) Describe the certificate of the trust with respect to the
substitution and elimination of the underlying securities of the
trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be
substituted for any underlying security;
(3) whether the acquisition of such substituted
security or securities would constitute the concentration of
investment in a particular industry or group of industries or
would conform to a certificate of concentration of investment in a
particular industry or group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the certificate of the registrant in
this regard.
(If this subject has been entirely covered in Item 52.(b),
state "not applicable".)
In answer to this item, Registrant incorporates by reference
herein the responses to Items 52.(a) and 52.(b), above.
(d) Furnish a description of any certificate (exclusive of certificates
covered by paragraphs (a) and (b) herein) of the trust which is deemed
a matter of fundamental certificate and which is elected to be treated
as such.
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
In answer to this item, Registrant incorporates herein by
reference disclosure contained in the Prospectus, set out under
the captions: "Separate Account USL VA-R." "Federal Income Tax
Matters."
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code
35
<PAGE>
of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
Not applicable because Registrant is not a separate taxable
entity.
36
<PAGE>
VIII
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of
its securities: [Chart omitted.]
Not applicable. Registrant is deemed to be the issuer of periodic
payment plan certificates.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust. [Chart omitted.]
Not applicable. The Certificates are individual flexible purchase
payment deferred variable annuities and do not operate as the usual
periodic payment plan certificate. Furthermore, the Certificates have
not yet been sold, and Registrant does not yet have an operating
history.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
[Chart omitted.]
Not applicable. See the response to Item 55., above, which Registrant
incorporates herein by reference.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment plan certificate
currently being issued by the trust. [Chart omitted.]
Not applicable. See the response to Item 55., above, which Registrant
incorporates herein by reference.
58. If the trust is the issuer of periodic payment plan certificates furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
[Chart omitted.]
37
<PAGE>
Not applicable. See the response to Item 55., above, which Registrant
incorporates herein by reference.
59. Financial statements shall be filed in accordance with the instructions
given below. [Instructions omitted.]
Financial Statements of the Trust
No financial statements are filed herewith for Registrant, because it has
not yet commenced operations, has no assets or liabilities, and has not
received any income or incurred any expenses.
Financial Statements of the Depositor
Registrant incorporates by reference herein the financial statements and
other text contained under ("Financial Statements") in Part B of the
Registrant's Pre-Effective Amendment No.1 to its Form N-4 Registration
Statement filed on May 26, 1999 (File No. 333-63673). (Notwithstanding
general instruction 2(d) to Form N-8B-2, such incorporation by reference is
being made pursuant to the established administrative practice of the
Commission and its staff, which is consistent with the Commission's
adoption of Regulation S-T and related amendments to the Commission's rules
regarding incorporation by reference.)
38
<PAGE>
EXHIBITS
(Notwithstanding general instruction 2(d) to Form N-8B-2, various exhibits,
described below, have been incorporated herein by reference pursuant to the
established administrative practice of the Commission and its staff. Such
practice is consistent with the Commission's adoption of Regulation S-T and
related amendments to the Commission's rules regarding incorporation by
reference.)
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.
(a) Resolutions of Board of Directors of USL authorizing the establishment
of Separate Account USL VA-R. The resolutions are filed as Exhibit 1
to Registrant's Form N-4 Registration Statement under the Securities
Act of 1933 ("Registration Statement"), filed on September 18, 1998
(File No. 333-63673), which Registrant incorporates herein by
reference.
(b) Resolutions of Board of Directors of USL authorizing the establishment
of variable annuity standards of suitability and conduct. The
resolutions are filed as Exhibit 1 to Registrant's Registration
Statement, which Registrant incorporates herein by reference.
(2) The indenture or agreement pursuant to which the proceeds of payments of
securities are held by the custodian or trustee, if such indenture or
agreement is not the same as the indenture or agreement referred to in
paragraph (1).
Not applicable.
(3)(a) Agreements between the trust and principal underwriter or between the
depositor and principal underwriter.
Distribution Agreement between American General Securities
Incorporated and The United States Life Insurance Company in the
City of New York. Filed by Pre-Effective Amendment No. 1 to
Registrant's Form N-4 Registration Statement ("Amendment") filed
on May 26, 1999 (File No. 333-63673), which Registrant
incorporates herein by reference.
(3)(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
39
<PAGE>
Form of Selling Group Agreement. Filed by the Amendment, which
Registrant incorporates herein by reference.
(3)(c) Schedules of sales commissions referred to in Item 38(c).
Schedule of Commissions. Included under the caption: "Distribution
Arrangements," in the Prospectus, which Registrant incorporates herein
by reference.
(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the trust or its
securities.
Not applicable.
(5) The form of each type of security.
(a) Specimen form of the "Generations" Variable Annuity Certificate
(Certificate Form No. 98033N). Filed as Exhibit 1.(4)(b)(i) to the
Registration Statement, which Registrant incorporates herein by
reference.
(b) Specimen form of application for Certificate Form No. 98033N.
Filed as Exhibit 1.(5)(a)(ii) to the Registration Statement, which
Registrant incorporates herein by reference.
(6) The certificate of incorporation or other instrument of organization
and by-laws of the depositor.
(a) Amended and Restated Articles of Incorporation of The United States
Life Insurance Company in the City of New York.
Incorporated by reference to Exhibit 1.(6)(a) to the Registration
Statement, which Registrant incorporates herein by reference.
(b) Bylaws of The United States Life Insurance Company in the City of
New York. Incorporated by reference to Exhibit 1.(6)(b) to the
Registration Statement, which Registrant incorporates herein by
reference.
(7) Any insurance certificate under a contract between the trust and the
insurance company or between the depositor and the insurance company,
together with the table of insurance premiums.
Not applicable.
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(8) Any agreement between the trust or the depositor concerning the trust
with the issuer, depositor, principal underwriter or investment adviser
of any underlying investment company or any affiliated person of such
persons.
1. Participation Agreement by and among The United States Life
Insurance Company in the City of New York, American General
Securities Incorporated, Van Kampen Life Investment Trust, Van
Kampen Asset Management, Inc., and Van Kampen Distributors, Inc.
2. Participation Agreement by and among The United States Life
Insurance Company in the City of New York, Morgan Stanley Universal
Funds, Inc., Morgan Stanley Asset Management, Inc., and Miller
Anderson & Sherrerd.
These two Agreements are filed as Exhibits 1.(3)(b)(i) and
1.(3)(b)(ii), respectively, and are incorporated herein by reference to
the Amendment.
(9) All other material contracts not entered into in the ordinary course of
business of the trust or of the depositor concerning the trust.
There are no such material contracts.
(10) Form of application for a periodic plan certificate.
Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, The
United States Life Insurance Company in the City of New York , as depositor of
the Registrant, has caused this Registration Statement to be duly signed on
behalf of the Registrant in the City of Houston and State of Texas on the 26th
day of May, 1999.
(SEAL)
Signature: Separate Account USL VA-R of The United
States Life Insurance Company in the City of New York
(Registrant)
By: The United States Life Insurance Company in
the City of New York
(Depositor)
By: /s/ ROBERT F. HERBERT, JR.
--------------------------
ROBERT F. HERBERT, JR.
Senior Vice President,
Controller and Treasurer
Attest: /s/ PAULETTA P. COHN
--------------------
Pauletta P. Cohn
Secretary
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