Filed with the Securities and Exchange Commission on October 13, 2000
Registration No. 33-44436 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. 18
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18
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 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)0925-3830
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.
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<S> <C> <C> <C> <C>
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
</TABLE>
================================================================================
**Pursuant to Rule 24f-2 of the Investment Company Act of 1940
--------------------------------------------------------------------------------
*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
33-19363 and 33-47753.
-------------------------------------------------------------------------------
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.
Asap
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No.
33-44436 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, announces a fund substitution 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.
ASAP
<PAGE>
Supplement to Prospectus Dated May 1, 2000
Supplement dated October 23, 2000
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.
A. NOTICE OF SUBSTITUTION
American Skandia has filed an exemptive application with the Securities and
Exchange Commission ("SEC") to substitute the following "Replaced
Portfolio/Sub-Account" with the "Substitute Portfolio/Sub-account". The Replaced
Portfolios/Sub-accounts described below are only available until the effective
date of the Substitution, at which time they will cease to be offered as
investment options. The Substitute Portfolios/Sub-accounts are only available as
of the date of the Fund Substitution and are only available to those Contract
Owners affected by the Fund Substitution.
<TABLE>
<CAPTION>
--------------------------------------------------------- ---------- ---------------------------------------------------------------
REPLACED PORTFOLIO/SUB-ACCOUNT SUBSTITUTE PORTFOLIO/SUB-ACCOUNT
--------------------------------------------------------- ---------- ---------------------------------------------------------------
<S> <C>
Alger American Growth portfolio of The Alger American Fund/AA AST Alger Growth portfolio of American Skandia Trust/AST
Growth Sub-account Alger Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
The Alger American Fund - Growth: seeks long-term capital AST Alger Growth: seeks long-term capital growth. The
appreciation. The Portfolio focuses on growing companies Portfolio invests primarily in equity securities, such as
that generally have broad product lines, markets, financial common or preferred stocks, that are listed on U.S.
resources and depth of management. Under normal exchanges or in the over-the-counter market. The Portfolio
circumstances, the Portfolio invests primarily in the equity focuses on growing companies that generally have broad
securities of large companies. The Portfolio considers a product lines, markets, financial resources and depth of
large company to have a market capitalization of $1 billion management. The Portfolio normally invests at least 65%
or greater. of its total assets in equity securities of companies
that, at the time of purchase of the securities, have total
market capitalizations of $1 billion or greater.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
--------------------------------------------------------------- -------- -----------------------------------------------------------
Alger American MidCap Growth portfolio of The Alger American AST Alger Mid-Cap Growth portfolio of American Skandia
Fund/AA MidCap Growth Sub-account Trust/AST Alger Mid-Cap Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
The Alger American Fund - MidCap Growth: seeks long-term AST Alger Mid-Cap Growth: seeks long-term capital growth.
capital appreciation. The Portfolio focuses on midsize The Portfolio invests primarily in equity securities, such
companies with promising growth potential. Under normal as common or preferred stocks, that are listed on U.S.
circumstances, the Portfolio invests primarily in the equity exchanges or in the over-the-counter market. Under normal
securities of companies having a market capitalization within circumstances, the Portfolio invests primarily in the
the range of companies in the S&P MidCap 400 Index equity securities of companies having a market
capitalization within the range of companies in the S&P
MidCap 400 Index.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
</TABLE>
We expect to receive the SEC Exemptive Order and complete the Substitution by
the end of November 2000. Those Contract Owners effected by the Substitution
will receive additional information from American Skandia notifying them of
their rights under the SEC Exemptive Order.
For a 30 day period following the Substitution, Contract Owners will be allowed
to transfer Account Value out of the Replaced Portfolio/Sub-account to any other
investment options available under the Annuity. Any such transfers during this
period will not count in determining whether the maximum number of free
transfers has been exceeded. Additionally, the transfer of Account Value from
the Replaced Portfolio/Sub-account to the Substitute Portfolio/Sub-account would
also not be subject to a transfer fee nor count in determining whether the
maximum number of free transfers have been exceeded. The Substitution will not
affect your rights or our obligations under the Annuity and American Skandia
will bear any expenses in connection with the Substitution.
<PAGE>
B. ADDITIONAL VARIABLE INVESTMENT OPTIONS
The underlying Portfolios shown below are being offered as Sub-accounts under
your Annuity.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Underlying Mutual Fund Portfolio Annual Expenses
(as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
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 Alger Mid-Cap Growth 4 0.80% 0.23% 0.00% 1.03% 0.18% 0.85%
AST Alger Growth 4 0.75% 0.23% 0.00% 0.98% 0.19% 0.79%
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%
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, 20001.
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.
4 These Portfolios commenced operations in October 2000, however, they are
only available as of the date of the Fund Substitution and are only
available to those Contract Owners affected by the Fund Substitution.
"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 Sub-accounts under your Annuity.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Expense Examples
(amounts shown are rounded to the nearest dollar)
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- ----- ----------------------------------------
If you surrender your Annuity at the If you do not surrender your
end of the applicable time period, you Annuity at the end of the
would pay the following expenses on a applicable time period or begin
$1,000 investment, assuming 5% annual taking annuity payments at such
return on assets: time, you would pay the following
expenses on a $1,000 investment,
assuming 5% annual return on
assets:
-------------------------------------------- ----- ------------------------------------------
After: After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 104 144 187 320 29 89 152 320
AST Federated Aggressive Growth 102 139 178 303 27 84 143 303
AST Alger Mid-Cap Growth 99 128 159 265 24 73 124 265
AST Alger Growth 98 126 157 260 23 71 122 260
AST Kinetics Internet 103 141 181 308 28 86 146 308
AST Janus Strategic Value 103 141 181 308 28 86 146 308
AST Lord Abbett Bond-Debenture 101 134 170 287 26 79 135 287
AST Gabelli All-Cap Value 102 139 178 303 27 84 143 303
WFVT Equity Income 100 132 167 280 25 77 132 280
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
</TABLE>
The Expense Examples for the PSA prior contract are as follows:
<TABLE>
<CAPTION>
-------------------------------------------- ----- ------------------------------------------
If you surrender your Annuity at the If you do not surrender your
end of the applicable time period, you Annuity at the end of the
would pay the following expenses on a applicable time period or begin
$1,000 investment, assuming 5% annual taking annuity payments at such
return on assets: time, you would pay the following
expenses on a $1,000 investment,
assuming 5% annual return on
assets:
-------------------------------------------- ----- ------------------------------------------
After: After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 99 139 182 320 29 89 152 320
AST Federated Aggressive Growth 97 134 173 303 27 84 143 303
AST Alger Mid-Cap Growth 94 123 154 265 24 73 124 265
AST Alger Growth 93 121 152 260 23 71 122 260
AST Kinetics Internet 98 136 176 308 28 86 146 308
AST Janus Strategic Value 98 136 176 308 28 86 146 308
AST Lord Abbett Bond-Debenture 96 129 165 287 26 79 135 287
AST Gabelli All-Cap Value 97 134 173 303 27 84 143 303
WFVT Equity Income 95 127 162 280 25 77 132 280
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
</TABLE>
<PAGE>
The Expense Examples for contracts sold outside of the State of New York are as
follows:
<TABLE>
<CAPTION>
-------------------------------------------- ----- ------------------------------------------
If you surrender your Annuity at the If you do not surrender your
end of the applicable time period, you Annuity at the end of the
would pay the following expenses on a applicable time period or begin
$1,000 investment, assuming 5% annual taking annuity payments at such
return on assets: time, you would pay the following
expenses on a $1,000 investment,
assuming 5% annual return on
assets:
-------------------------------------------- ----- ------------------------------------------
After: After:
------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 104 149 192 320 29 89 152 320
AST Federated Aggressive Growth 102 144 183 303 27 84 143 303
AST Alger Mid-Cap Growth 99 133 164 265 24 73 124 265
AST Alger Growth 98 131 162 260 23 71 122 260
AST Kinetics Internet 103 146 186 308 28 86 146 308
AST Janus Strategic Value 103 146 186 308 28 86 146 308
AST Lord Abbett Bond-Debenture 101 139 175 287 26 79 135 287
AST Gabelli All-Cap Value 102 144 183 303 27 84 143 303
WFVT Equity Income 100 137 172 280 25 77 132 280
---------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
</TABLE>
The following is being added to the section entitled "Investment Options?"
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
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
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>
C. 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. will be the
new portfolio sub-advisor for the AST T. Rowe Price Global Bond portfolio.
D. MAXIMUM NUMBER OF FREE TRANSFERS
The maximum number of transfers you can make between investment options each
Annuity Year without being subject to a Transfer Fee is increased from twelve
(12) to twenty (20).
E. PARTIAL EXCHANGES
TAX CONSIDERATIONS
The following paragraph replaces the corresponding paragraph under the Tax
Considerations section in 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. 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.
ASAP-SUPP. (10/23/2000) VAASAP 10/23/2000
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(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 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 application form used with the Annuity provided
in response to (4) above filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010, filed
March 2, 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) (a) Annuity Reinsurance Agreement between Depositor
and Transamerica Occidental Life Insurance Company
effective April 1, 1993 filed via EDGAR with
Post-effective Amendment No. 12 to Registration
Statement No. 33-44436, filed April 29, 1996.
(b) Annuity Reinsurance Agreement between Depositor and
Transamerica Occidental Life Assurance Company
effective January 1, 1994 filed via EDGAR with
Post-effective Amendment No. 12 to Registration
Statement No. 33-44436, filed April 29, 1996.
(c) Amendment No. 1 to Annuity Reinsurance Agreement
between Depositor and Transamerica Occidental Life
Insurance Company referenced in 7(a) above effective
January 1, 1994. Filed via EDGAR with Post-effective
Amendment No. 12 to Registration Statement No.
33-44436, filed April 29, 1996
(d) Annuity Reinsurance Agreement between Depositor and
Connecticut General Life Insurance Company effective
January 1, 1995. Filed via EDGAR with Post-effective
Amendment No. 12 to Registration Statement No.
33-44436, filed April 29, 1996
(8) Agreements between Depositor and:
(a) Neuberger&Berman Advisers Management Trust filed Via
EDGAR with Post-effective Amendment No. 4 to
Registration Statement No. 33-87010, filed February
25, 1997.
(b) The Alger American Fund filed via EDGAR with
Post-Effective Amendment No. 6 to Registration
Statement No. 33-87010, filed March 2, 1998.
(c) 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).
(d) The Montgomery Funds III filed via EDGAR in the
Initial Registration Statement to Registration
Statement No. 333-08853, filed July 25, 1996.
(e) Rydex Variable Trust filed via EDGAR with Post-
Effective No. 8 to Registration Statement No.
33-87010, filed April 26, 1999.
(f) First Defined Portfolio Fund LLC filed via Edgar with
Post-Effective Amendment No. 7 to Registration
Statement No. 86866, filed April 26, 2000.
(g) Evergreen Variable Annuity Trust filed via EDGAR with
Post-Effective Amendment No. 9 to Registration
Statement No. 33-87010, filed April 26, 2000.
(h) INVESCO Variable Investment Funds, Inc. filed via
EDGAR with Post-Effective Amendment No. 9 to
Registration Statement No. 33-87010, filed April 26,
2000.
(i) 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. 17 to this Registration
Statement No. 33-44436, filed June 16, 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
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 in Mexico.
Item 27. Number of Contract Owners: As of December 31, 1999, there were 60,083
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.
<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 A. 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.
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 1 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 Office
/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>
