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As filed with the Securities and Exchange Commission on May 30, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 No.)
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)
Christine A. Nixon, 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)
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Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
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Fixed Annuity Contract * * $10,000,000 $2,640
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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. [X] 333-18333
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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[Polaris II LOGO]
PROFILE
Incorporated by Reference to Registration Statement on Form S-3 File
No.: 333-18333 filed on April 18, 2000, effective May 1, 2000.
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[LOGO]
Polaris II
Prospectus
Incorporated by Reference to Registration Statement on Form S-3 File
No.: 333-18333 filed on April 18, 2000, effective May 1, 2000.
<PAGE> 4
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 ................................. $ 2,640
Printing and engraving ............................... 50,000
Legal fees and expenses .............................. 10,000
Rating agency fees ................................... 7,500
Miscellaneous ........................................ 10,000
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Total ............................................ $ 80,747
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</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 Statement Schedules.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
(1) Form of Underwriting Agreement***
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession**
(3) (a) Articles of Incorporation***
(b) By-Laws***
(4) (a) Polaris II Group Annuity Certificate***
(b) Polaris II (Principal Rewards)
Group Annuity Certificate*****
(c) Polaris II Individual Annuity Contract***
(d) Polaris II (Principal Rewards)
Individual Annuity Contract*****
(e) Polaris II Participant Enrollment Form*****
(f) Polaris II Annuity Application*****
(5) Opinion of Counsel re: Legality of Securities*
(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**
(21) Subsidiaries of Registrant******
(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**
</TABLE>
* Herewith
** Not Applicable
*** Incorporated by Reference to
Pre-Effective Amendment No. 1 to
Registration Statement No. 333-18333
on Form S-1 filed on April 18, 1997.
**** Incorporated by Reference to
Post-Effective Amendment No. 5 to
Registration Statement No. 333-18333
on Form S-3 Filed February 2, 1999.
***** Incorporated by Reference to
Post-Effective Amendment No. 7 to
Registration Statement No. 333-18333
on Form S-3 Filed April 1, 1999
****** Incorporated by Reference to
Post-Effective Amendment No. 8 to
Registration Statement No. 333-18333
on Form S-3 Filed June 23, 1999.
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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
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.
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SIGNATURES
Pursuant to the requirements 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 30th
day of May, 2000.
By: ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
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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>
/s/ ELI BROAD President, Chief Executive May 30, 2000
---------------- Officer, & Chairman of
Eli Broad Board
(Principal Executive Officer)
/s/ N. SCOTT GILLIS Senior Vice President & May 30, 2000
---------------- Director
N. Scott Gillis (Principal Financial Officer)
/s/ GREGORY M. OUTCALT Senior Vice President & May 30, 2000
---------------------- Controller
Gregory M. Outcalt (Principal Accounting Officer)
/s/ JAMES R. BELARDI Senior Vice President & May 30, 2000
---------------- Director
James R. Belardi
/s/ JANA W. GREER Senior Vice President & May 30, 2000
---------------- Director
Jana W. Greer
/s/ JAY S. WINTROB Executive Vice President & May 30, 2000
---------------- Director
Jay S. Wintrob
/s/ MARC H. GAMSIN Senior Vice President & May 30, 2000
----------------- Director
Marc H. Gamsin
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
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<S> <C>
Exhibit 5 Opinion of Counsel re: Legality of Securities
Exhibit 23(a) Consent of Independent Accountants
Exhibit 24 Powers of Attorney
</TABLE>
