FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 2000
REGISTRATION NO. 333-91629 INVESTMENT COMPANY ACT NO. 811-09705
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 2
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 2
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 7 SUB-ACCOUNTS)
(Exact Name of Registrant)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Name of Depositor)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
(Address of Depositor's Principal Executive Offices)
(203) 926-1888
(Depositor's Telephone Number)
M. PRISCILLA PANNELL, CORPORATE SECRETARY
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
(Name and Address of Agent for Service of Process)
Copy To:
SCOTT K. RICHARDSON, ESQ.
SENIOR COUNSEL
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 925-3830
Approximate Date of Proposed Sale to the Public:
OCTOBER 23, 2000 OR AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
It is proposed that this filing become effective: (check appropriate space)
__ immediately upon filing pursuant to paragraph (b) of Rule 485
X on October 23, 2000 pursuant to paragraph (b) of Rule 485
__ 60 days after filing pursuant to paragraph (a) (i) of Rule 485
__ on ___________ pursuant to paragraph (a) (i) of Rule 485
__ 75 days after filing pursuant to paragraph (a) (ii) of Rule 485
__ on ______________pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
__ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
================================================================================
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
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<S> <C> <C>
American Skandia Life Assurance
Corporation Annuity Contracts Indefinite* Indefinite* $0
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*Pursuant to Rule 24f-2 of the Investment Company Act of 1940
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</TABLE>
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act of
1940. The Rule 24f-2 Notice for Registrant's fiscal year 1999 was filed within
90 days of the close of the fiscal year.
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VIA (Class 7)
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No.
333-91629 for the purpose of including in the Registration Statement a
Prospectus Supplement which adds new variable sub-accounts to the variable
annuity contract described in the registration statement and amends certain
other disclosure in the registration statement. Other than as set forth herein,
the Post-Effective Amendment does not amend or delete any other part of this
Registration Statement.
VIA-S
<PAGE>
Supplement to Prospectus Dated May 1, 2000 and Revised Effective July 3, 2000
Supplement dated October 23, 2000
This Supplement should be retained with the current Prospectus for your single
premium variable adjustable immediate annuity contract issued by American
Skandia Life Assurance Corporation ("American Skandia"). If you do not have a
current prospectus, please contact American Skandia at 1-800-SKANDIA.
A. ADDITIONAL VARIABLE INVESTMENT OPTIONS
The underlying Portfolios shown below are being offered as additional
Sub-accounts under your Annuity.
<TABLE>
<CAPTION>
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Underlying Mutual Fund Portfolio Annual Expenses
(as a percentage of the average net assets of the underlying Portfolios)
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--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
Management Other 12b-1 Fees Total Annual Fee Net
Fees Expenses Portfolio Waivers and Annual
UNDERLYING PORTFOLIO Operating Expense Fund
Expenses Reimbursement 1 Operating
Expenses
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
American Skandia Trust: 2
<S> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 3 1.00% 0.36% 0.04% 1.40% 0.00% 1.40%
AST Federated Aggressive Growth 3 0.95% 0.23% 0.04% 1.22% 0.00% 1.22%
AST Kinetics Internet 3 1.00% 0.23% 0.04% 1.27% 0.00% 1.27%
AST Janus Strategic Value 3 1.00% 0.23% 0.04% 1.27% 0.00% 1.27%
AST Lord Abbett Bond-Debenture 3 0.80% 0.23% 0.04% 1.07% 0.00% 1.07%
AST Gabelli All-Cap Value 3 0.95% 0.23% 0.04% 1.22% 0.00% 1.22%
AST Janus Overseas Growth 1.00% 0.23% 0.02% 1.25% N/A 1.25%
AST Janus Small-Cap Growth 0.90% 0.18% 0.01% 1.09% N/A 1.09%
Wells Fargo Variable Trust:
WFVT Equity Income 0.55% 0.37% 0.25% 1.17% 0.17% 1.00%
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
</TABLE>
1 The Investment Manager of American Skandia Trust has agreed to reimburse
and/or waive fees for certain Portfolios until at least April 30, 2001. The
caption "Total Annual Fund Operating Expenses" reflects the Portfolios'
fees and expenses before such waivers and reimbursements, while the caption
"Net Annual Fund Operating Expenses" reflects the effect of such waivers
and reimbursements.
2 American Skandia Trust (the "Trust") adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
to permit an affiliate of the Trust's Investment Manager to receive
brokerage commissions in connection with purchases and sales of securities
held by Portfolios of the Trust, and to use these commissions to promote
the sale of shares of such Portfolios. The staff of the Securities and
Exchange Commission takes the position that commission amounts received
under the Distribution Plan should be reflected as distribution expenses of
the Portfolios. The Portfolios would pay the same or comparable commission
amounts irrespective of the Distribution Plan; accordingly, total returns
for the Portfolios are not expected to be adversely affected. The
Distribution Fee estimates are derived from data regarding each Portfolio's
brokerage transactions, and the proportions of such transactions directed
to selling dealers, for the period ended December 31, 1999. However, it is
not possible to determine with accuracy actual amounts that will be
received under the Distribution Plan. Such amounts will vary based upon the
level of a Portfolio's brokerage activity, the proportion of such activity
directed under the Distribution Plan, and other factors.
3 These Portfolios commenced operations in October 2000. "Other Expenses" and
"12b-1 Fees" shown are based on estimated amounts for the fiscal year
ending December 31, 2000.
<PAGE>
EXPENSE EXAMPLES
The Expense Examples shown below are being added with respect to the new
Portfolios that are being offered as additional Sub-accounts under your Annuity.
Below are examples showing what you would pay in expenses at the end of the
stated time periods had you invested $1,000 in the Annuity and received a 5%
annual return on assets. The examples also assume you are a 70 year old male,
you did not receive any Credits, and you have not used the Annuity's conversion
feature.
<TABLE>
<CAPTION>
Without Optional Guarantee Feature With Optional Guarantee Feature
---------------------------------------------
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With Surrender Without Surrender With Surrender Without Surrender
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Sub-Account 1 Year 3 Years 1 Year 3 Years 1 Year 3 Years 1 Year 3 Years
---------------------------------------------
-------------- --------- ----------- -------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 186 257 27 77 195 281 37 106
AST Federated Aggressive Growth 185 251 25 72 193 275 35 101
AST Kinetics Internet 185 253 25 73 194 277 36 102
AST Janus Strategic Value 185 253 25 73 194 277 36 102
AST Lord Abbett Bond-Debenture 183 247 23 67 192 271 33 96
AST Gabelli All-Cap Value 185 251 25 72 193 275 35 101
AST Janus Overseas Growth 185 252 25 73 194 276 35 102
AST Janus Small-Cap Growth 183 248 24 68 192 272 34 97
WFVT Equity Income 182 245 23 65 191 269 33 94
--------------------------------------------- -------------- --------- ----------- -------- ---------- --------- ---------- --------
</TABLE>
The following underlying Portfolios are being added to the section entitled
"What are the Investment Objective and Policies of the Portfolios?" on page 11
of your Annuity prospectus.
INVESTMENT OPTIONS
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?
<TABLE>
<CAPTION>
------------------- ---------------------------------------------------------------------------------------- -----------------------
PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
<S> <C> <C>
AST Scudder Japan: seeks long-term capital growth. The Scudder Kemper
Portfolio pursues its investment objective by investing at Investments, Inc.
least 80% of net assets in Japanese securities (those issued
by Japan-based companies or their affiliates, or by any
INTER-NATIONAL company that derives more than half of its revenues from
EQUITY Japan). The Portfolio may invest in stocks of any size,
including up to 30% of its net assets in smaller companies
that are traded over-the-counter. The Portfolio's focus on a
single country could give rise to increased risk, as the
Portfolio's investments will not be diversified among
countries having varying characteristics and market
performance.
------------------------------------------------------------------------------------------------ -----------------------------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Federated Aggressive Growth: seeks capital growth. The Federated Investment
Portfolio pursues its investment objective by investing in Counseling
equity securities of companies offering superior prospects
for earnings growth. The Portfolio focuses its investments
SMALL CAP on the equity securities of smaller companies, but it is not
GROWTH subject to any specific market capitalization requirements.
The Portfolio may invest in foreign issuers through American
Depositary Receipts. The Portfolio's strategies with respect
to security analysis, market capitalization and sector
allocation are designed to produce a portfolio of stocks
whose long-term growth prospects are significantly above
those of the S&P 500 Index.
------------------- ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
------------------- ------------------------------------------------------------------------------------------------ ---------------
PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
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Sector funds generally diversify their investments across particular economic
sectors or a single industry. However, because those investments are limited to
a comparatively narrow segment of the economy, sector funds are generally not as
diversified as most mutual funds. Sector funds tend to be more volatile than
other types of funds. The value of fund shares may go up and down more rapidly
than other funds. Each sector of the economy may also have different regulatory
or other risk factors that can cause greater fluctuations in the share price.
Please read the prospectus for the underlying sector fund for further details
about the risks of the particular sector of the economy.
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------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Kinetics Internet: seeks long-term growth of capital. Kinetics Asset
Under normal circumstances, the Portfolio invests at least Management,Inc.
65% of its total assets in common stocks, convertible
securities, warrants and other equity securities having the
characteristics of common stocks, such as American
SECTOR Depositary Receipts and International Depositary Receipts,
of domestic and foreign companies that are engaged in the
Internet and Internet-related activities. Portfolio
securities will be selected by the Sub-advisor from
companies that are engaged in the development of hardware,
software and telecommunications solutions that enable the
transaction of business on the Internet by individuals and
companies, as well as companies that offer products and
services primarily via the Internet. The Portfolio seeks to
invest in the equity securities of companies whose research
and development efforts may result in higher stock values.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Janus Strategic Value: seeks long-term growth of Janus Capital
capital. The Portfolio pursues its objective by investing Corporation
primarily in common stocks with the potential for long-term
growth of capital using a "value" approach. This value
approach emphasizes investments in companies the Sub-advisor
LARGE CAP believes are undervalued relative to their intrinsic worth.
VALUE Realization of income is not a significant consideration
when choosing investments for the Portfolio. The Portfolio
will generally focus on the securities of larger companies,
however, it may invest in the securities of smaller
companies, including start-up companies offering emerging
products or services.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Lord Abbett Bond-Debenture: seeks high current income Lord, Abbett & Co.
and the opportunity for capital appreciation to produce a
high total return. The Portfolio pursues its objective by
normally investing in high yield and investment grade debt
securities, securities convertible into common stock and
preferred stocks. Under normal circumstances, the Portfolio
BOND invests at least 65% of its total assets in fixed income
securities of various types. The Portfolio may find good
value in high yield securities, sometimes called
"lower-rated bonds" or "junk bonds," and frequently may have
more than half of its assets invested in those securities.
At least 20% of the Portfolio's assets must be invested in
any combination of investment grade debt securities, U.S.
Government securities and cash equivalents. The Portfolio
may also make significant investments in mortgage-backed
securities. Although the Portfolio expects to maintain a
weighted average maturity in the range of seven to nine
years, there are no restrictions on the overall Portfolio or
on individual securities.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Gabelli All-Cap Value: seeks capital growth. The GAMCO Investors, Inc.
Portfolio pursues its objective by investing primarily in
readily marketable equity securities including common
stocks, preferred stocks and securities that may be
converted at a later time into common stock. The Portfolio
ALL-CAP may invest in the securities of companies of all sizes, and
EQUITY may emphasize either larger or smaller companies at a given
time based on the Sub-advisor's assessment of particular
companies and market conditions. The Portfolio focuses on
companies that appear underpriced relative to their private
market value ("PMV"). PMV is the value that the Portfolio's
Sub-advisor believes informed investors would be willing to
pay for a company.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
WFVT Equity Income: seeks long-term capital appreciation and Wells Fargo Bank, N.A.
above-average dividend income. The Portfolio pursues its
objective primarily by investing in the common stocks of
large, high-quality domestic companies with above-average
EQUITY INCOME return potential based on current market valuations and
above-average dividend income. Under normal market
conditions, the Portfolio invests at least 65% of its total
assets in income producing equity securities and in issues
of companies with market capitalizations greater than the
median of the Russell 1000 Index.
------------------- ------------------------------------------------------------------------------------------------ ---------------
</TABLE>
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The AST Janus Overseas Growth and AST Janus Small-Cap Growth Portfolios are only
available in your Annuity if you purchased the annuity as an annuitization
option from any American Skandia deferred annuity contract or life insurance
policy and had account value allocated to either Portfolio as of the date of the
transaction. The AST Janus Overseas Growth and AST Janus Small-Cap Growth
Portfolios are not offered as sub-accounts in the variable adjustable immediate
annuity when purchased with other sources of funds or when purchased as an
annuitization option from an American Skandia deferred annuity contract where
account value was not allocated to the respective Portfolios.
<TABLE>
<CAPTION>
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------------------- ------------------------------------------------------------------------------------------------ ---------------
PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
<S> <C> <C>
AST Janus Overseas Growth: seeks long-term growth of Janus Capital
capital. The Portfolio pursues its objective primarily Corporation
INTER-NATIONAL through investments in common stocks of issuers from at
EQUITY least five different countries, excluding the United States.
Securities are generally selected without regard to any
defined allocation among countries, geographic regions or
industry sectors, or other similar selection procedure.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
AST Janus Small-Cap Growth: seeks capital growth. The Janus Capital
Portfolio pursues its objective by normally investing at Corporation
SMALL CAP least 65% of its total assets in the common stocks of
EQUITY small-sized companies, i.e., those that have market
capitalizations of less than $1.5 billion or annual gross
revenues of less than $500 million. As a Portfolio that
invests primarily in smaller or newer issuers, the Portfolio
may be subject to greater risk of loss and share price
fluctuation than funds investing primarily in larger or more
established issuers.
------------------- ------------------------------------------------------------------------------------------------ ---------------
</TABLE>
Under the Optional Guarantee Feature, the following new Sub-Accounts that invest
in the following Portfolios currently are not available:
----------------------------------------------------------------
Underlying Portfolios Not Available With
Optional Guarantee Feature
----------------------------------------------------------------
----------------------------------------------------------------
AST Scudder Japan
AST Kinetics Internet
----------------------------------------------------------------
All other Sub-Accounts and Portfolios currently are available for your
investment.
B. PORTFOLIO/SUB-ACCOUNT NAME CHANGES
1. Effective October 23, 2000 GAMCO Investors, Inc. will be the new portfolio
sub-advisor for the AST T. Rowe Price Small Company Value portfolio. In
connection with this change the portfolio's name is changed to "AST Gabelli
Small-Cap Growth."
2. Effective August 8, 2000 T. Rowe Price International, Inc. became the new
portfolio sub-advisor for the AST T. Rowe Price Global Bond portfolio.
<PAGE>
C. PARTIAL EXCHANGES
TAX CONSIDERATIONS
The following paragraph replaces the corresponding paragraph under the Tax
Considerations section on page 32 of your Annuity prospectus:
Special rules in relation to tax-free exchanges under Section 1035:
On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v. Commissioner (111 T.C. 350
(1998)) that a taxpayer's partial surrender of a non-qualified annuity contract
and direct transfer of the resulting proceeds for the purchase of a new
non-qualified annuity contract qualifies as a non-taxable exchange under Section
1035 of the Internal Revenue Code. "Acquiescence" means that the IRS accepts the
holding of the Court in a case and that the IRS will follow it in disposing of
cases with the same controlling facts. Prior to the Conway decision, industry
practice has been to treat a partial surrender of account value as fully taxable
to the extent of any gain in the contract for tax reporting purposes and to
"step-up" the basis in the contract accordingly. However with the IRS'
acquiescence in the Conway decision, partial surrenders may be treated in the
same way as tax-free 1035 exchanges of entire contracts, therefore avoiding
current taxation of any gains in the contract as well as the 10% IRS tax penalty
on pre-age 59 1/2 withdrawals. The IRS reserved the right to treat transactions
it considers abusive as ineligible for this favorable partial 1035 exchange
treatment. We do not know what transactions may be considered abusive. For
example, we do not know how the IRS may view early withdrawals or annuitizations
after a partial exchange. In addition, it is unclear how the IRS will treat a
partial exchange from a life insurance, endowment, or annuity contract into an
immediate annuity. As of the date of this prospectus supplement, we will treat a
partial surrender of this type as a "tax-free" exchange for future tax reporting
purposes, except to the extent that we, as a reporting and withholding agent,
believe that we would be expected to deem the transaction to be abusive.
However, some insurance companies may not recognize these partial surrenders as
tax-free exchanges and may report them as taxable distributions to the extent of
any gain distributed as well as subjecting the taxable portion of the
distribution to the 10% IRS early distribution penalty. We strongly urge you to
discuss any transaction of this type with your tax advisor before proceeding
with the transaction.
While the principles expressed in the Conway decision appear applicable to
partial exchanges from life insurance, there is no guidance from the Internal
Revenue Service as to whether it concurs with non-recognition treatment under
Section 1035 of the Code for such transactions. We will continue to report a
partial surrender of a life insurance policy as subject to current taxation to
the extent of any gain. In addition, please be cautioned that no specific
guidance has been provided as to the impact of such a transaction for the
remaining life insurance policy, particularly as to the subsequent methods to be
used to test for compliance under the Code for both the definition of life
insurance and the definition of a modified endowment contract.
VIAS/G-SUPP. (10/23/2000) VIA 10/23/2000
PART C
OTHER INFORMATION
<PAGE>
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits:
<S> <C> <C>
(a) All financial statements are included in Parts A & B of this Registration Statement.
(b) Exhibits are attached as indicated.
(1) Copy of the resolution of the board of directors of Depositor authorizing the establishment of the Registrant for
Separate Account B filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No. 33-87010,
filed March 2, 1998.
(2) Not applicable. American Skandia Life Assurance Corporation maintains custody of all assets.
(3) (a) Form of revised Principal Underwriting Agreement
between American Skandia Life Assurance Corporation and
American Skandia Marketing, Incorporated, formerly
known as Skandia Life Equity Sales Corporation filed
via EDGAR with Post-Effective Amendment No. 6 to
Registration Statement No. 33-87010, filed March 2,
1998.
(b) Form of Revised Dealer Agreement filed via EDGAR with
Post-Effective Amendment No. 7 to Registration
Statement No. 33-87010, filed April 24, 1998.
(4) (a) Copy of the Form of Annuity Contract filed via EDGAR
with Pre-Effective Amendment No. 1 to this Registration
Statement No. 333-91629, filed April 28, 2000.
(b) Copy of Required Minimum Distribution Endorsement filed
via EDGAR in the Initial Registration Statement to
Registration Statement No. 333-93775, filed December
29, 1999.
(5) A copy of the application form used with the Annuity filed
via EDGAR with Pre-Effective Amendment No. 1 to Registration
Statement No. 333-91633, filed April 28, 2000.
(6) (a) Copy of the certificate of incorporation of American
Skandia Life Assurance Corporation filed via EDGAR with
Post-Effective Amendment No. 6 to Registration
Statement No. 33-87010, filed March 2, 1998.
(b) Copy of the By-Laws of American Skandia Life Assurance
Corporation filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010,
filed March 2, 1998.
(7) Annuity Reinsurance Agreements between Depositor and:
(a) Transamerica Occidental Life Assurance Company effective May
1, 1995, filed via EDGAR with Post-effective Amendment No. 3
to Registration Statement No. 33-87010, filed April 25,
1996.
(b) PaineWebber Life Insurance Company effective January 1,
1995, filed via EDGAR with Post-effective Amendment No. 3 to
Registration Statement No. 33-87010, filed April 25, 1996.
(c) Connecticut General Life Insurance Company effective January
1, 1995, filed via EDGAR with Post-effective Amendment No. 3
to Registration Statement No. 33-87010, filed April 25,
1996.
(8) Agreements between Depositor and:
(a) American Skandia Trust filed via EDGAR with Post-Effective
Amendment No. 4 to Registration Statement No. 33-87010,
filed February 25, 1997 (At such time, what later became
American Skandia Trust was known as the Henderson Global
Asset Trust).
(b) The Montgomery Funds III filed via EDGAR in the Initial
Registration Statement to Registration Statement No.
333-08853, filed July 25, 1996.
(c) Rydex Variable Trust filed via EDGAR with Post-Effective
Amendment No. 8 to Registration Statement 33-87010, filed
April 26, 1999.
(d) First Defined Portfolio Fund LLC filed via EDGAR with
Post-Effective Amendment No. 7 to Registration Statement No.
33-86866, filed April 26, 2000.
(d) Evergreen Variable Annuity Trust filed via EDGAR with
Post-Effective Amendment No. 9 to Registration Statement No.
33-87010, filed April 26, 2000.
(e) INVESCO Variable Investment Funds, Inc. filed via EDGAR with
Post-Effective Amendment No. 9 to Registration Statement No.
33-87010, filed April 26, 2000.
(f) ProFunds VP filed via EDGAR with Post-Effective Amendment
No. 9 to Registration Statement No. 33-87010 filed April 26,
2000.
(9) Opinion and Consent of Counsel filed via EDGAR with
Post-Effective Amendment No. 1 to this Registration Statement
No. 333-91629, filed June 20, 2000.
(10) Consent of Ernst & Young LLP FILED HEREWITH
(11) Not applicable.
(12) Not applicable.
(13) Calculation of Performance Information for Advertisement of
Performance filed via EDGAR with Post-effective Amendment No.
12 to Registration Statement No. 33-44436, filed April 29,
1996.
(14) Financial Data Schedule
</TABLE>
Item 25. Directors and Officers of the Depositor: The Directors and Officers of
the Depositor are as follows:
<TABLE>
<CAPTION>
Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding work experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.
<S> <C> <C>
Name/ Position with American Skandia
Age Life Assurance Corporation Principal Occupation
Patricia J. Abram Senior Vice President Senior Vice President:
48 and Director (since September, 2000) American Skandia
Marketing, Incorporated
Ms. Abram joined us in 1998. She previously held the position of Senior Vice President, Chief Marketing Officer with Mutual Service
Corporation. Ms. Abram was employed there since 1982.
Lori Allen Vice President Vice President:
30 American Skandia
Marketing, Incorporated
Kimberly Anderson Vice President Vice President:
American Skandia
Marketing, Incorporated
Robert M. Arena Vice President Vice President:
31 American Skandia Life
Assurance Corporation
Mr. Arena joined us in 1995. He previously held an internship position with KPMG Peat Marwick in 1994 and the position of Group
Sales Representative with Paul Revere Insurance from October, 1990 to August, 1993.
Gordon C. Boronow President and Deputy Chief Executive Officer:
47 Deputy Chief Executive Officer American Skandia Life
Director (since July, 1991) Assurance Corporation
Robert W. Brinkman Senior Vice President Senior Vice President:
35 American Skandia
Marketing, Incorporated
Malcolm M. Campbell Director (since July, 1991) Director of Operations and
44 Chief Actuary, Assurance and
Financial Services Division:
Skandia Insurance Company Ltd.
Carl Cavaliere Vice President Vice President:
37 American Skandia Life
Assurance Corporation
Mr. Cavaliere joined us in 1998. He previously held the position of Director of Operations with Aetna, Inc. since 1989.
Y.K. Chan Senior Vice President Senior Vice President
42 and Director (since September, 2000) and Chief Information Officer:
American Skandia Information
Services and Technology Corporation
Mr. Chan joined us in 1999. He previously held the position of Chief Information Officer with E.M. Warburg Pincus from January 1995
until April 1999 and the position of Vice President, Client Server Application Development with Scudder, Stevens and Clark from
January 1991 until January 1995.
Lucinda C. Ciccarello Vice President Vice President:
41 American Skandia
Marketing, Incorporated
Ms.Ciccarello joined us in 1997. She previously held the position of Assistant Vice President with Phoenix Duff & Phelps since 1984.
Lincoln R. Collins Senior Vice President Senior Vice President:
39 Director (since February, 1996) American Skandia Life
Assurance Corporation
Tim Cronin Vice President Vice President:
34 American Skandia Life
Assurance Corporation
Mr. Cronin joined us in 1998. He previously held the position of Manager/Client Investor with Columbia Circle Investors since 1995.
Harold Darak Vice President Vice President:
39 American Skandia Life
Assurance Corporation
Mr. Darak joined us in 1999. He previously held the position of Consultant/Senior Manager with Deloitte & Touche
since 1998 and the positions of Second Vice President with The Guardian since 1996 and The Travelers from October, 1982 until
December, 1995.
Wade A. Dokken President and Chief Executive Officer President and
40 Director (since July, 1991) Chief Executive Officer
American Skandia, Inc.
Elaine C. Forsyth Vice President Vice President:
38 American Skandia Life
Assurance Corporation
Larisa Gromyko Director, Insurance Compliance Director, Insurance Compliance:
53 American Skandia Life
Assurance Corporation
Maureen Gulick Director, Business Operations Director, Business Operations:
37 American Skandia Life
Assurance Corporation
Berthann Jones Vice President Vice President:
45 American Skandia Life
Assurance Corporation
Ms. Jones joined us in 1997. She previously held the position of Vice President/Trust Officer with Ridgefield Bank since
1996 and Manager with Wright Investors Service since 1993.
Ian Kennedy Senior Vice President Senior Vice President:
52 and Director (since September, 2000) American Skandia
Marketing, Incorporated
Mr. Ian Kennedy joined us in 1998. He previously was self-employed since 1996 and held the position of Vice President, Customer
Service with SunLife of Canada from September, 1968 to August, 1995.
N. David Kuperstock Vice President Vice President:
48 American Skandia Life
Assurance Corporation
Robert K. Leach Vice President Vice President,
45 Chief Actuary:
American Skandia Life
Assurance Corporation
Mr. Robert K. Leach joined us in 2000. He previously was employed in the U.S. Retirement Products and Services Division of Sun Life
of Canada and held the position of vice President, Finance and Product.
Thomas M. Mazzaferro Executive Vice President and Executive Vice President and
47 Chief Financial Officer, Chief Financial Officer:
Director (since September, 1994) American Skandia Life
Assurance Corporation
Gunnar J. Moberg Director (since October, 1994) Director - Marketing and Sales,
45 Assurances and Financial
Services Division:
Skandia Insurance Company Ltd.
David R. Monroe Senior Vice President, Senior Vice President,
38 Treasurer and Treasurer and
Corporate Controller Corporate Controller:
American Skandia Life
Assurance Corporation
Mr. Monroe joined us in 1996. He previously held positions of Assistant Vice President at Allmerica Financial since 1994.
Michael A. Murray Senior Vice President Senior Vice President:
31 American Skandia
Marketing, Incorporated
Brian O'Connor Vice President Vice President:
35 American Skandia
Marketing, Incorporated
Polly Rae Vice President Vice President:
37 American Skandia Life
Assurance Corporation
Rebecca Ray Vice President Senior Vice President:
44 American Skandia
Marketing, Incorporated
Ms. Ray joined us in 1999. She previously held the position of First Vice President with Prudential Securities since 1997
and Vice President with Merrill Lynch since 1995.
Rodney D. Runestad Vice President Vice President:
50 American Skandia Life
Assurance Corporation
Hayward L. Sawyer Senior Vice President Senior Vice President:
55 American Skandia
Marketing, Incorporated
Lisa Shambelan Vice President Vice President:
34 American Skandia Life
Assurance Corporation
Karen Stockla Vice President Vice President:
33 American Skandia Life
Assurance Corporation
Ms. Stockla joined us in 1998. She previously held the position of Manager, Application Development with Citizens Utilities
Company since 1996 and HRIS Tech Support Representative with Yale New Haven Hospital since 1993.
<PAGE>
William H. Strong Vice President Vice President:
56 American Skandia Life
Assurance Corporation
Mr. Strong joined us in 1997. He previously held the position of Vice President with American Financial Systems from June 1994 to
October 1997 and the position of Actuary with Connecticut Mutual Life from June 1965 to June 1994.
Leslie S. Sutherland Vice President Vice President:
46 American Skandia
Marketing, Incorporated
Amanda C. Sutyak Vice President Vice President:
42 Director (since July, 1991) American Skandia Life
Assurance Corporation
Christian W. Thwaites Senior Vice President Senior Vice President:
42 and Director (since September, 2000) American Skandia
Marketing, Incorporated
Mr. Thwaites joined us in 1996. He previously held the position of consultant with Monitor Company since October 1995 and Vice
President with Aetna, Inc. since 1995.
Mary Toumpas Vice President Vice President and
48 Compliance Director:
American Skandia
Marketing, Incorporated
Ms. Toumpas joined us in 1997. She previously held the position of Assistant Vice President with Chubb Life/Chubb Securities since
1973.
Bayard F. Tracy Senior Vice President and Senior Vice President:
52 Director (since September, 1994) American Skandia
Marketing, Incorporated
Deborah G. Ullman Senior Vice President Senior Vice President:
45 and Director (since September, 2000) American Skandia Life
Assurance Corporation
Ms. Ullman joined us in 1998. She previously held the position of Vice President with Aetna, Inc. since 1977.
Jeffrey M. Ulness Vice President Vice President:
39 American Skandia Life
Assurance Corporation
Derek Winegard Vice President Vice President:
41 American Skandia Life
Assurance Corporation
Mr. Winegard joined us in 1999. He previously held the position of Senior Vice President with Trust Consultants, Inc. since 1991.
Brett M. Winson Senior Vice President and Senior Vice President:
44 Director (since March 2000) American Skandia, Inc.
Mr. Winson joined us in 1998. He previously held the position of Senior Vice President with Sakura Bank, Ltd. since 1990.
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant: The Depositor does not directly or indirectly control any person.
The following persons are under common control with the Depositor by American
Skandia, Inc., formerly known as American Skandia Investment Holding
Corporation:
(1) American Skandia Information Services and Technology
Corporation ("ASIST"): The organization is a general business
corporation organized in the State of Delaware. Its primary
purpose is to provide various types of business services to
American Skandia, Inc., and all of its subsidiaries including
computer systems acquisition, development and maintenance,
human resources acquisition, development and management,
accounting and financial reporting services and general office
services.
(2) American Skandia Marketing, Incorporated ("ASM, Inc."): The
organization is a general business corporation organized in
the State of Delaware. It was formed primarily for the purpose
of acting as a broker-dealer in securities. It acts as the
principal "underwriter" of annuity contracts deemed to be
securities, as required by the Securities and Exchange
Commission, which insurance policies are to be issued by
American Skandia Life Assurance Corporation. It provides
securities law supervisory services in relation to the
marketing of those products of American Skandia Life Assurance
Corporation registered as securities. It also may provide such
services in relation to marketing of certain public mutual
funds. It also has the power to carry on a general financial,
securities, distribution, advisory, or investment advisory
business; to act as a general agent or broker for insurance
companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial
efficiency and operation.
(3) American Skandia Investment Services, Incorporated ("ASISI"):
The organization is a general business corporation organized
in the state of Connecticut. The organization is authorized to
provide investment service and investment management advice in
connection with the purchasing, selling, holding or exchanging
of securities or other assets to insurance companies,
insurance-related companies, mutual funds or business trusts.
It's primary role is expected to be as investment manager for
certain mutual funds to be made available primarily through
the variable insurance products of American Skandia Life
Assurance Corporation.
(4) Skandia Vida: This subsidiary of American Skandia Life
Assurance Corporation was organized in March, 1995, and began
operations in July, 1995. It offers investment oriented life
insurance designed for long-term savings products through
independent banks and brokers in Mexico.
Item 27. Number of Contract Owners: As of May 31, 2000, there were no owners of
Annuities.
Item 28. Indemnification: Under Section 33-320a of the Connecticut General
Statutes, the Depositor must indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses including
attorneys' fees, for actions brought or threatened to be brought against him in
his capacity as a director or officer when certain disinterested parties
determine that he acted in good faith and in a manner he reasonably believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful. The director or officer must also be indemnified when
he is successful on the merits in the defense of a proceeding or in
circumstances where a court determines that he is fairly and reasonable entitled
to be indemnified, and the court approves the amount. In shareholder derivative
suits, the director or officer must be finally adjudged not to have breached
this duty to the Depositor or a court must determine that he is fairly and
reasonably entitled to be indemnified and must approve the amount. In a claim
based upon the director's or officer's purchase or sale of the Registrants'
securities, the director or officer may obtain indemnification only if a court
determines that, in view of all the circumstances, he is fairly and reasonably
entitled to be indemnified and then for such amount as the court shall
determine. The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of indemnification, consistent
with Connecticut Law.
The foregoing statements are subject to the provisions of Section 33-320a.
Directors and officers of ASLAC and ASM, Inc. can also be indemnified pursuant
to indemnity agreements between each director and officer and American Skandia,
Inc., a corporation organized under the laws of the state of Delaware. The
provisions of the indemnity agreement are governed by Section 45 of the General
Corporation Law of the State of Delaware.
The directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers liability insurance policy issued by an unaffiliated insurance
company to Skandia Insurance Company Ltd., their ultimate parent. Such policy
will reimburse ASLAC or ASM, Inc., as applicable, for any payments that it shall
make to directors and officers pursuant to law and, subject to certain
exclusions contained in the policy, will pay any other costs, charges and
expenses, settlements and judgments arising from any proceeding involving any
director or officer of ASLAC or ASM, Inc., as applicable, in his or her past or
present capacity as such.
Registrant hereby undertakes as follows: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of Registrant pursuant
to the foregoing provisions, or otherwise, 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, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of 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, unless in the opinion
of Registrant's counsel the matter has been settled by controlling precedent,
Registrant will submit to a court of appropriate jurisdiction the question
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.
<PAGE>
<TABLE>
<CAPTION>
Item 29. Principal Underwriters:
(a) At present, ASM, Inc. acts as principal underwriter only for annuities
to be issued by ASLAC.
(b) Directors and officers of ASM, Inc.
<S> <C>
Name and Principal Business Address Position and Offices with Underwriter
Patricia J. Abram Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lori Allen Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kimberly Anderson Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Gordon C. Boronow Deputy Chief Executive Officer
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Robert Brinkman Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Carl Cavaliere Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Y.K. Chan Senior Vice President and
American Skandia Life Assurance Corporation Chief Information Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Kathleen A. Chapman Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lucinda C. Ciccarello Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lincoln R. Collins Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
<PAGE>
Timothy S. Cronin Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Wade A. Dokken President and Chief Executive Officer
American Skandia Life Assurance Corporation and Chairman of the Board of Directors
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Jacob Herchler Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Ian Kennedy Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Thomas M. Mazzaferro Executive Vice President,
American Skandia Life Assurance Corporation Chief Financial Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
David R. Monroe Senior Vice President,
American Skandia Life Assurance Corporation Treasurer and
One Corporate Drive, P.O. Box 883 Corporate Controller
Shelton, Connecticut 06484-0883
Michael A. Murray Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Carl E. Oberholtzer Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Brian O'Connor Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
William O'Loughlin Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
M. Priscilla Pannell Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kathleen A. Pritchard Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Polly Rae Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Rebecca Ray Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Hayward L. Sawyer Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Leslie S. Sutherland Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Amanda C. Sutyak Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Christian W. Thwaites Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Mary Toumpas Vice President and
American Skandia Life Assurance Corporation Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Bayard F. Tracy Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Deborah G. Ullman Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Derek Winegard Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Brett M. Winson Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
</TABLE>
Item 30. Location of Accounts and Records: Accounts and records are maintained
by ASLAC at its principal office in Shelton, Connecticut.
Item 31. Management Services: None
Item 32. Undertakings:
(a) Registrant hereby undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old so long as payments under the annuity contracts may be accepted and
allocated to the Sub-accounts of Separate Account B.
(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract offered by the prospectus, a space
that an applicant or enrollee can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.
(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this form promptly upon written or oral request.
(d) American Skandia Life Assurance Corporation ("Depositor") hereby represents
that the aggregate fees and charges under the annuity contracts are reasonable
in relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by the Depositor.
(e) With respect to the restrictions on withdrawals for Texas Optional
Retirement Programs and Section 403(b) plans, we are relying upon: 1) a
no-action letter dated November 28, 1988 from the staff of the Securities and
Exchange Commission to the American Council of Life Insurance with respect to
annuities issued under Section 403(b) of the code, the requirements of which
have been complied with by us; and 2) Rule 6c-7 under the 1940 Act with respect
to annuities made available through the Texas Optional Retirement Program, the
requirements of which have been complied with by us.
<PAGE>
EXHIBITS
As noted in Item 24(b), various exhibits are incorporated by reference or are
not applicable. The exhibits included are as follows:
No. 10 Consent of Ernst & Young LLP
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of the Registration Statement and
has duly caused this Registration Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this 13th day of October, 2000.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 7 SUB-ACCOUNTS)
Registrant
By: American Skandia Life Assurance Corporation
<TABLE>
<S> <C> <C> <C> <C>
By: /s/ Kathleen A. Chapman Attest: /s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Depositor
By: /s/ Kathleen A. Chapman Attest: /s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
Signature Title Date
(Principal Executive Officer)
Wade A. Dokken* President and Chief Executive Officer, October 13, 2000
---------------
Wade A. Dokken Chairman of the Board and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and October 13, 2000
Thomas M. Mazzaferro Chief Financial Officer
/s/ David R. Monroe Senior Vice President, Treasurer October 13, 2000
David R. Monroe and Corporate Controller
(Board of Directors)
Patricia Abram*** Gordon C. Boronow* Malcolm M. Campbell*
----------------- ------------------ --------------------
Patricia Abram Gordon C. Boronow Malcolm M. Campbell
Wade A. Dokken* Y.K. Chan*** Lincoln R. Collins*
--------------- ----------- -------------------
Wade A. Dokken Y.K. Chan Lincoln R. Collins
Ian Kennedy*** Thomas M. Mazzaferro* Gunnar Moberg*
-------------- --------------------- -------------
Ian Kennedy Thomas M. Mazzaferro Gunnar Moberg
Christian Thwaites*** Bayard F. Tracy* Deborah G. Ullman***
--------------------- ---------------- --------------------
Christian Thwaites Bayard F. Tracy Deborah G. Ullman
Brett M. Winson**
----------------
Brett M. Winson
</TABLE>
*/**/***By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
[FN]
*Pursuant to Powers of Attorney previously filed with Initial Registration
Statement No. 333-25733
**Pursuant to Power of Attorney filed with Post-Effective Amendment No. 4 to
Registration Statement No. 333-25733
***Pursuant to Powers of Attorney filed with Post-Effective Amendment No. 11 to
Registration Statement No. 33-87010
</FN>
