<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-08877
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 6 ON FORM S-3 TO
FORM S-1 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
-------------
ANCHOR NATIONAL LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
California 6311 86-0198983
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Number) organization)
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Susan L. Harris, Esquire
Anchor National Life Insurance Company
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
-------------
Approximate date of commencement of proposed sale to the public: As soon
after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / / _____________
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), shall determine.
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<PAGE>
[LOGO]
PROFILE
July 15, 1999
Incorporated herein by reference to Post-Effective Amendment No. 5 under
Securities Act of 1933 (the 33 Act) to Registration Statement file
No. 333-08877 on Form S-3 filed on July 12, 1999.
<PAGE>
[LOGO]
ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
issued by
VARIABLE ANNUITY ACCOUNT FIVE
and
ANCHOR NATIONAL LIFE INSURANCE COMPANY
Incorporated herein by reference to Post-Effective Amendment No. 5 under
Securities Act of 1933 (the 33 Act) to Registration Statement file
No. 333-08877 on Form S-3 filed on July 12, 1999.
<PAGE>
Part II
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Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are
estimates, except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . $ 15,152
Printing and engraving . . . . . . . . . . . . . 50,000
Legal fees and expenses . . . . . . . . . . . . 10,000
Rating agency fees . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . 10,000
---------
Total . . . . . . . . . . . . . . . . . . . . $ 93,259
---------
---------
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 10-851 of the Arizona Corporations and Associations law permits
the indemnification of directors, officers, employees and agents of Arizona
corporations. Article Eight of the Company's Restated Articles of
Incorporation, as amended and restated (the "Articles") and Article Five
of the Company's By-Laws ("By-Laws") authorize the indemnification of
directors and officers to the full extent required or permitted by the Laws
of the State of Arizona, now or hereafter in force, whether such persons are
serving the Company, or, at its request, any other entity, which
indemnification shall include the advance of expenses under the procedures
and to the full extent permitted by law. In addition, the Company's officers
and directors are covered by certain directors' and officers' liability
insurance policies maintained by the Company's parent. Reference is made to
section 10-851 of the Arizona Corporations and Associations Law, Article
Eight of the Articles, and Article Five of the By-Laws, which are
incorporated herein by reference.
Item 16. Exhibits and Financial Statements Schedules.
Exhibit No. Description
- ----------- -----------
(1) Form of Underwriting Agreement ***
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession **
(3) (a) Articles of Incorporation***
(b) By-Laws***
(4) (a) Seasons Allocated Fixed and Variable Group Annuity
Certificate ***
(b) Seasons Individual Fixed and Variable Annuity Contract ***
(c) Seasons Participant Enrollment Form ***
(d) Seasons Deferred Annuity Application ***
(5) Opinion of Counsel re: Legality **
(including on Exhibit (23) (b))
(6) Opinion re Discount on Capital Shares **
(7) Opinion re Liquidation Preference **
(8) Opinion re Tax Matters **
(9) Voting Trust Agreement **
(10) Material Contracts **
(11) Statement re Computation of Per Share Earnings **
(12) Statement re Computation of Ratios **
(14) Material Foreign Patents **
(15) Letter re Unaudited Financial Information **
(16) Letter re Change in Certifying Accountant **
(23) (a) Consent of Independent Accountants *
(b) Consent of Attorney **
(24) Powers of Attorney *
(25) Statement of Eligibility of Trustee **
(26) Invitation for Competitive Bids **
(27) Financial Data Schedule ****
(28) Information Reports Furnished to State Insurance Regulatory
Authority **
(29) Other Exhibits **
* Herewith
** Not Applicable
*** Incorporated by Reference to
Pre-Effective Amendment No. 1 to
Registration Statement No. 333-08877
on Form S-1 filed on March 11, 1997.
**** Incorporated by Reference to
Post-Effective Amendment No. 4
to this Registrant Statement on
Form S-1 filed on February 1, 1999.
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant Certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California on this 14th
day of December, 1999.
By: ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
-----------------------------------
Jay S. Wintrob
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
ELI BROAD* President, Chief Executive
- ------------------ Officer, & Chairman of
Eli Broad Board
(Principal Executive Officer)
SCOTT L. ROBINSON* Senior Vice President &
- ------------------ Director
Scott L. Robinson (Principal Financial Officer)
N. SCOTT GILLIS* Senior Vice President &
- ------------------ Controller
N. Scott Gillis (Principal Accounting Officer)
JAMES R. BELARDI* Director
- ------------------
James R. Belardi
JANA W. GREER* Director
- ------------------
Jana W. Greer
/s/ JAY S. WINTROB Director
- ------------------
Jay S. Wintrob
/s/ SUSAN L. HARRIS
- ------------------ Director December 14, 1999
Susan L. Harris
PETER MCMILLAN, III*
- ------------------
Peter McMillan, III
MARC H. GAMSIN* Director
- ------------------
Marc H. Gamsin
*By: /s/ SUSAN L. HARRIS Attorney-in-Fact
---------------------
Susan L. Harris
</TABLE>
Dated: December 14, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ----------------------------------------------------------------
<C> <S>
(23) (a) Consent of Independent Accountants
(24) Power-of-Attorney
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 9, 1998 appearing on page F-2 of Anchor National Life
Insurance Company's Annual Report on Form 10-K for the year ended
September 30, 1998. We also consent to the use in the "Transition Report"
constituting part of this Registration Statement on Form S-3 of our report
dated November 19, 1999 relating to the financial statements of Anchor
National Life Insurance Company. We also consent to the incorporation by
reference of our report dated March 11, 1999, relating to the statement of
assets acquired and liabilities assumed in the MBL Life Assurance
Corporation transaction at December 31, 1998, appearing on page 8 of
Anchor National Life Insurance Company's Current Report on Form 8-K/A
dated March 12, 1999. We also consent to the reference to us under the
heading "Independent Accountants" in such Prospectus.
PricewaterhouseCoopers LLP
Los Angeles, California
December 13, 1999
<PAGE>
Exhibit (24)
POWER-OF-ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints SUSAN L. HARRIS AND CHRISTINE A. NIXON or
each of them, as his true and lawful attorneys-in fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, as fully
to all intents as he might or could do in person, including specifically, but
without limiting the generality of the foregoing, to (i) take any action to
comply with any rules, regulations or requirements of the Securities and
Exchange Commission under the federal securities laws; (ii) make application for
and secure any exemptions from the federal securities laws; (iii) register
additional annuity contracts under the federal securities laws, if registration
is deemed necessary. The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their substitutes, shall do or
cause to be done by virtue thereof.
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacity and on the dates
indicated.
SIGNATURE TITLE DATE
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/s/ MARC H. GAMSIN Senior Vice President & December 14, 1999
- ---------------------------- Director
Marc H. Gamsin
