Filed with the Securities and Exchange Commission on July 3, 2000
Registration No. 33-59993 Investment Company Act No. 811-5438
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*
Post-Effective Amendment No. 7
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 1 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 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:
T. RICHARD KENNEDY, ESQ.
GENERAL COUNSEL
One Corporate Drive, Shelton, CT 06484 (203) 925-6922
Approximate Date of Proposed Sale to the Public:
JULY 3, 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)
X immediately upon filing pursuant to paragraph (b)of Rule 485
on __________ 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.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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
---------------------------------------------------------------------------------------------------------------------------
American Skandia Life Assurance
Corporation Annuity Contracts Indefinite** Indefinite** -- $0
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*The Prospectus contained in this Registration Statement also relates to annuity
contracts no longer being sold but for which additional Purchase Payments are
accepted and which are covered by earlier Registration Statement File Number
33-71118.
**Pursuant to Rule 24f-2 of the Investment Company Act of 1940
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.
Wells VA+
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NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No.
33-59993 solely for the purpose of including in the Registration Statement a
Prospectus Supplement which adds a new variable sub-account to the variable
annuity contract described 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.
<PAGE>
Supplement to
Stagecoach Variable Annuity Plus Prospectus Dated May 1, 2000
Supplement Dated July 3, 2000
This Supplement modifies the above-referenced prospectus by adding certain
information about a new variable investment option. This Supplement should be
retained with the current Prospectus for your variable 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.
ADDITIONAL VARIABLE INVESTMENT OPTION
Effective July 3, 2000, the underlying Portfolio shown below is being offered as
a Sub-account under your Annuity.
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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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--------------------------------------------- ---------------- ------------ -------------- ---------------- ------------- ----------
Estimated
Management Other Distribution Total Fee Net
UNDERLYING PORTFOLIO Fees Expenses and Annual Waivers Annual
Service Portfolio and Fund
(12b-1) Operating Expense Operating
Fees Expenses Reimbursement Expenses
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WFVT International Equity (1) 0.75% 1.40% .25% 2.40% 1.40% 1.00%
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1 This Portfolio was first offered as a Sub-account on July 3, 2000. "Other
Expenses" are based on estimated amounts for the fiscal year ended December 31,
2000.
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Expense Examples
(amounts shown are rounded to the nearest dollar)
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--------------------------------------------- ----- --------------------------------------
If you surrender your Annuity at the If you do not surrender your Annuity
end of the applicable time period, at the end of the applicable time
you would pay the following expenses period or begin taking annuity
on a $1,000 investment, assuming 5% payments at such time, you would pay
annual return on assets: the following expenses on a $1,000
investment, assuming 5% annual return
on assets:
--------------------------------------------- --- ----------------------------------------
After: After:
------------------------------------------------ --------- --------- -------- ---------- ---- --------- --------- --------- --------
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Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------------ --------- --------- -------- ---------- ---- --------- --------- --------- --------
Stagecoach Variable Annuity Plus:
WFVT International Equity 95 136 169 275 25 76 129 275
------------------------------------------------ --------- --------- -------- ---------- ---- --------- --------- --------- --------
Prior Contract Stagecoach Variable Annuity:
WFVT International Equity 95 137 172 280 25 77 132 280
------------------------------------------------ --------- --------- -------- ---------- ---- --------- --------- --------- --------
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<TABLE>
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
------------------- --------------------------------------------------------------------------------------- ------------------------
------------------- --------------------------------------------------------------------------------------- ------------------------
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WFVT International Equity: seeks total return, with an
emphasis on capital appreciation, over the long-term. The
Portfolio pursues its objective by investing primarily in a
diversified portfolio of equity securities of companies
based in developed non-U.S. countries and in emerging
INTERNATIONAL markets of the world. Under normal market conditions, the Wells Fargo Bank, N.A.
EQUITY Portfolio invests at least 80% of its total assets in equity
securities of companies located or operating outside the
U.S. and in a minimum of five countries exclusive of the
U.S. The Portfolio may invest up to 50% of its total assets
in any one country and up to 25% of total assets in emerging
markets. Generally, the Portfolio invests in issuers with an
average market capitalization of $10 billion or more,
although it may invest in equity securities of issuers with
market capitalization as low as $250 million.
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</TABLE>
PART C
OTHER INFORMATION
<PAGE>
Item 24. Financial Statements and Exhibits:
(a) All financial statements are included in Part A and Part B of the
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 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 the Annuity filed via Edgar with
Post-Effective Amendment No. 13 to Registration Statement No.
33-44436, filed April 29, 1997.
(b) Copy of Guaranteed Minimum Death Benefit Endorsement
filed via EDGAR with Post-Effective Amendment No. 8 to
Registration Statement No. 33-87010, filed April 26, 1999.
(c) Copy of Performance-related Benefits and First Year Credits
Endorsement filed via EDGAR with Post- Effective Amendment No. 8
to Registration Statement No. 33-87010, filed April 26, 1999.
(5) A copy of the form application used with the Annuity (previously
filed in Pre-Effective Amendment No. 2 to Registration Statement
No. 33-71118, filed March 15, 1994). FILED VIA EDGAR with
Post-Effective Amendment No. 4 to this Registration Statement No.
33-59993, filed April 27, 1998.
(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) Not applicable.
(8) (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) Life & Annuity Trust Agreement (previously filed in
Post-Effective Amendment No. 1 to Registration Statement No.
33-71118, filed February 17, 1995). FILED VIA EDGAR with
Post-Effective Amendment No. 4 to this Registration Statement No.
33-59993, filed April 27, 1998.
(c) The Alger American Fund filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010, filed
March 2, 1998.
(d) The Montgomery Funds III filed via EDGAR in the Initial
Registration Statement to Registration Statement No. 333-08853,
filed July 25, 1996.
(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.
(9) Opinion and consent of Counsel. FILED HEREWITH
(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.
3 to this Registration Statement No. 33-59993, filed April 29,
1997.
(14) Financial Data Schedule
Item 25. Directors and Officers of the Depositor: The Directors and Officers of
the Depositor are shown in Part A.
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.:
(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 provides 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.
Its 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 American Skandia Life Assurance
Corporation was organized in March, 1995, and began operations
in July, 1995. It offers investment oriented life insurance
products designed for long-term savings through independent
banks and brokers.
Item 27. Number of Contract Owners: As of December 31, 1999, there were 10,500
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.
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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.
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Name and Principal Business Address Position and Offices with Underwriter
----------------------------------- -------------------------------------
Patricia J. Abram Senior Vice President and National
American Skandia Life Assurance Corporation Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kimberly Anderson Vice President, National Sales
American Skandia Life Assurance Corporation Manager/Qualified Plans
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 National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Jan R. Carendi Chairman of the Board
American Skandia Life Assurance Corporation of Directors and
One Corporate Drive, P.O. Box 883 Chief Executive Officer
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
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, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Wade A. Dokken President and Deputy Chief
American Skandia Life Assurance Corporation Executive Officer and
One Corporate Drive, P.O. Box 883 Director
Shelton, Connecticut 06484-0883
Ian Kennedy Senior Vice President,
American Skandia Life Assurance Corporation Customer Service
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
T. Richard Kennedy General Counsel
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
N. David Kuperstock Vice President, Product Development
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
Eileen S. McCann Vice President,
American Skandia Life Assurance Corporation Key Accounts Marketing
One Corporate Drive, P.O. Box 883
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 National Sales Manager/
One Corporate Drive, P.O. Box 883 American Skandia Advisor Funds
Shelton, Connecticut 06484-0883
Brian O'Connor Vice President, National Sales
American Skandia Life Assurance Corporation Manager, Internal Wholesaling
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 National Key Accounts/
One Corporate Drive, P.O. Box 883 Financial Institutions
Shelton, Connecticut 06484-0883
Hayward L. Sawyer Executive Vice President,
American Skandia Life Assurance Corporation National Sales Manager
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Anders O. Soderstrom Executive 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 National Key Accounts Manager
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 A. Thwaites Senior Vice President,
American Skandia Life Assurance Corporation National Marketing 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 National Sales Manager and
One Corporate Drive, P.O. Box 883 Director
Shelton, Connecticut 06484-0883
Deborah G. Ullman Senior Vice President and
American Skandia Life Assurance Corporation Chief Operating Officer,
One Corporate Drive, P.O. Box 883 Finance and Business Operations
Shelton, Connecticut 06484-0883 and Director
</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, will be filed by amendment or are not applicable.
The exhibits included are as follows:
No. 9 Opinion and consent of Counsel
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 the 3rd day of July, 2000.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 1 SUB-ACCOUNTS)
Registrant
By: American Skandia Life Assurance Corporation
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.
<TABLE>
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<S> <C> <C> <C>
Signature Title Date
(Principal Executive Officer)
Jan R. Carendi* Chief Executive Officer, July 3, 2000
Jan R. Carendi Chairman of the Board and Director
(Principal Financial Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and July 3, 2000
Thomas M. Mazzaferro Chief Financial Officer
(Principal Accounting Officer)
/s/ David R. Monroe Senior Vice President, Treasurer July 3, 2000
David R. Monroe and Corporate Controller
(Board of Directors)
Jan. R. Carendi* Gordon C. Boronow* Malcolm M. Campbell*
---------------- ------------------ --------------------
Jan. R. Carendi Gordon C. Boronow Malcolm M. Campbell
Henrik Danckwardt* Amanda C. Sutyak* Wade A. Dokken*
------------------ ----------------- ---------------
Henrik Danckwardt Amanda C. Sutyak Wade A. Dokken
Thomas M. Mazzaferro* Gunnar Moberg* Bayard F. Tracy*
--------------------- -------------- ----------------
Thomas M. Mazzaferro Gunnar Moberg Bayard F. Tracy
Anders Soderstrom* C. Ake Svensson* Lincoln R. Collins*
------------------ ---------------- -------------------
Anders Soderstrom C. Ake Svensson Lincoln R. Collins
T. Richard Kennedy** Brett M. Winson**
-------------------- -----------------
T. Richard Kennedy Brett M. Winson
*/**By: /s/Kathleen A. Chapman
---------------------------
Kathleen A. Chapman
<FN>
*Pursuant to Powers of Attorney 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
</FN>
</TABLE>
