Filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-26685 Investment Company Act No. 811-5438
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
Registration Statement under The Securities Act of 1933
Post-Effective Amendment No. 7
and
Registration Statement under The Investment Company Act of 1940
Amendment No. 7
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
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(CLASS 1 SUB-ACCOUNTS)
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(Exact Name of Registrant)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
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(Name of Depositor)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
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(Address of Depositor's Principal Executive Offices)
(203) 926-1888
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(Depositor's Telephone Number)
M. PRISCILLA PANNELL, CORPORATE SECRETARY
One Corporate Drive, Shelton, Connecticut 06484
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(Name and Address of Agent for Service of Process)
Copy To:
SCOTT K. RICHARDSON, ESQ.
SENIOR COUNSEL
One Corporate Drive, Shelton, Connecticut 06484 (203) 925-3830
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Approximate Date of Proposed Sale to the Public:
JANUARY 22, 2001 OR AS SOON AS PRACTICABLE AFTER 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
__on January 22, 2001 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
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American Skandia Life Assurance
Corporation Annuity Contracts Indefinite* Indefinite* $0
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*Pursuant to Rule 24f-2 of the Investment Company Act of 1940
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Registrant has registered an indefinite number or amount of securities under the Securities Act of 1933 pursuant to Rule 24f-2 of
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's fiscal year 1999 was filed within 90 days of the close
of the fiscal year.
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ASPro
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No. 333-26685 for the purpose of including in the
Registration Statement a Prospectus Supplement which adds new variable sub-accounts to the variable annuity contract described in
the registration statement and amends certain other disclosure in the registration statement. Additionally, the Supplement
contains language which applies to the fixed allocations which effect the companion Registration Statement No. 333-26695 on Form
S-2. Other than as set forth herein, the Post-Effective Amendment does not amend or delete any other part of this Registration
Statement.
ASPro
ASPro -SUPP. (01/22/2001) ASP
Supplement to Prospectus Dated May 1, 2000, Revised Effective October 23, 2000
Supplement dated January 22, 2001
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.
I. ADDITIONAL VARIABLE INVESTMENT OPTIONS
The underlying Portfolios shown below are being offered as Sub-accounts 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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Management Other 12b-1 Fees Total Annual Fee Net
Fees Expenses Portfolio Waivers Annual
UNDERLYING PORTFOLIO Operating and Fund
Expenses Expense Operating
Reimburse-mentExpenses
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ProFund VP:
Biotechnology 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Energy 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Financial 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Healthcare 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Real Estate 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Technology 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Telecommunications 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Utilities 0.75% 1.00% 0.25% 2.00% N/A 2.00%
OTC 0.75% 0.95% 0.25% 1.95% N/A 1.95%
Bear 0.75% 0.95% 0.25% 1.95% N/A 1.95%
Bull Plus 0.75% 0.95% 0.25% 1.95% N/A 1.95%
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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.
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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 end If you do not surrender your Annuity at
of the applicable time period, you would the end of the applicable time period
pay the following expenses on a $1,000 or begin taking annuity payments at
investment, assuming 5% annual return on such time, you would pay the following
assets: expenses on a $1,000 investment,
assuming 5% annual return on assets:
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After: After:
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Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
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ProFund VP Biotechnology 110 167 221 375 35 107 181 375
ProFund VP Energy 110 167 221 375 35 107 181 375
ProFund VP Financial 110 167 221 375 35 107 181 375
ProFund VP Healthcare 110 167 221 375 35 107 181 375
ProFund VP Real Estate 110 167 221 375 35 107 181 375
ProFund VP Technology 110 167 221 375 35 107 181 375
ProFund VP Telecommunications 110 167 221 375 35 107 181 375
ProFund VP Utilities 110 167 221 375 35 107 181 375
ProFund VP OTC 110 166 219 371 35 106 179 371
ProFund VP Bear 110 166 219 371 35 106 179 371
ProFund VP Bull Plus 110 166 219 371 35 106 179 371
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The following is being added to the section entitled "Investment Options?"
INVESTMENT OPTIONS
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
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Sector funds generally diversify their investments across particular economic sectors or a single industry. However, because those
investments are limited to a comparatively narrow segment of the economy, the Portfolios are generally not as diversified as other
Portfolios. 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 Portfolios for further details about the risks of the particular sector of the
economy. Each ProFund VP sector Portfolio will concentrate its investments in a particular industry or group of industries to
approximately the same extent the applicable Index is so concentrated.
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ProFund VP Biotechnology: seeks daily investment results that correspond to the performance
of the Dow Jones U.S. Biotechnology Index ("Index"). The Index measures the performance of
the biotechnology sector of the U.S. equity market. The Portfolio invests primarily in equity ProFund Advisors LLC
securities of, or in instruments that provide exposure to, biotechnology companies engaged in
genetic research, and/or the marketing and development of recombinant DNA products. Companies
represented in this sector may include companies that may be newly formed and that have
relatively small market capitalizations.
SECTOR
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ProFund VP Energy: seeks daily investment results that correspond to the performance of the
Dow Jones U.S. Energy Sector Index ("Index"). The Index measures the performance of the
energy sector of the U.S. equity market. The Portfolio invests primarily in equity securities ProFund Advisors LLC
of, or in instruments that provide exposure to, energy companies engaged in the business of
oil equipment and services, oil-major, oil-secondary and pipelines.
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ProFund VP Financial: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Financial Sector Index ("Index"). The Index measures the performance of
the financial economic sector of the U.S. equity market. The Portfolio invests primarily in
equity securities of, or in instruments that provide exposure to, financial services
companies, including regional banks, major international banks, insurance companies, companies ProFund Advisors LLC
that invest, directly or indirectly in real estate, Fannie Mae, credit card insurers, check
cashing companies, mortgage lenders, investment advisors, savings and loans, savings banks,
thrifts, building associations and societies, credit unions, securities broker-dealers,
including investment banks and merchant banks, online brokers, publicly traded stock exchanges
and specialty finance companies.
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ProFund VP Healthcare: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Healthcare Sector Index ("Index"). The Index measures the performance of
the healthcare sector of the U.S. equity market. The Portfolio invests primarily in equity
securities of, or in instruments that provide exposure to, health care providers, ProFund Advisors LLC
biotechnology companies and manufacturers of medical supplies, advanced medical devices and
pharmaceuticals.
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ProFund VP Real Estate: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Real Estate Index ("Index"). The Index measures the performance of the
real estate industry sector of the U.S. equity market. The Portfolio invests primarily in
equity securities of, or in instruments that provide exposure to, hotel and resort companies ProFund Advisors LLC
and real estate investment trusts (REITs) that invest in apartments, office and retail
properties. REITs are passive investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests.
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
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ProFund VP Technology: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Technology Sector Index ("Index"). The Index measures the performance of
the technology sector of the U.S. equity market. The Portfolio invests primarily in equity
securities of, or in instruments that provide exposure to, companies involved in the ProFund Advisors LLC
development and production of technology products, including computer hardware and software,
telecommunications equipment, microcomputer components, integrated computer circuits and
office equipment utilizing technology.
SECTOR
(Cont.)
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ProFund VP Telecommunications: seeks daily investment results that correspond to the
performance of the Dow Jones U.S. Telecommunications Sector Index ("Index"). The Index
measures the performance of the telecommunications sector of the U.S. equity market. The
Portfolio invests primarily in equity securities of, or in instruments that provide exposure ProFund Advisors LLC
to, telecommunications companies including fixed line communications and wireless
communications.
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ProFund VP Utilities: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Utilities Sector Index ("Index"). The Index measures the performance of
the utilities sector of the U.S. equity market. The Portfolio invests primarily in equity ProFund Advisors LLC
securities of, or in instruments that provide exposure to, utility companies, including
electric utilities, gas utilities and water utilities.
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The ProFund VP OTC, Bear and Bull Plus portfolios are available to all Owners. It is recommended that only those Owners who engage a
financial advisor to allocate their funds in strategic or tactical asset allocation strategies invest in these portfolios. There can be
no assurance that any financial advisor will successfully predict market fluctuations.
The Portfolios principally invest in futures contracts on the applicable index, options on futures contracts and financial instruments
such as equity caps, collars and floors, swaps, American Depository Receipts and options on the index. The Portfolios may also invest in
stocks that the Advisor believes should simulate the movement of the applicable index.
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ProFund VP OTC: seeks daily investment results that correspond to the performance of the
NASDAQ 100 Index(TM). The NASDAQ 100 Index(TM)is comprised primarily of large capitalization ProFund Advisors LLC
companies, most with a technology or growth orientation. If the Portfolio is successful in
meeting its objective, it should increase or decrease in value in direct proportion to any
increase or decrease in value of the NASDAQ 100 Index(TM).
STRATEGIC OR
TACTICAL
ALLOCA-TION
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ProFund VP Bear: seeks daily investment results that correspond to the inverse (opposite) of
the performance of the S&P 500(R)Index. The S&P 500(R)Index is comprised of diverse, widely
traded, large capitalization companies. If the Portfolio is successful in meeting its
objective, it should increase in value in direct proportion to any decrease in the level of ProFund Advisors LLC
the S&P 500(R)Index. Conversely, its value will decrease in direct proportion to any increase
in the level of the S&P 500(R)Index.
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ProFund VP Bull Plus: seeks daily investment results that correspond to one and a half times
(150%) the performance of the S&P(R)500 Index. The S&P 500(R)Index is comprised of diverse,
widely traded, large capitalization companies. If the Portfolio is successful in meeting its
objective, it should gain approximately one and a half times as much as the S&P 500(R)Index ProFund Advisors LLC
when the prices of the securities in the S&P 500(R)Index rise on a given day and should lose
approximately one and a half times as much when such prices decline on a given day.
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Dow Jones has no relationship to the ProFunds VP, other than the licensing of the Dow Jones sector indices and its service marks
for use in connection with the ProFunds VP. The ProFunds VP are not sponsored, endorsed, sold, or promoted by Standard & Poor's
or NASDAQ, and neither Standard & Poor's nor NASDAQ makes any representations regarding the advisability of investing in the
ProFunds VP.
II. AVAILABLE INVESTMENT OPTIONS
Owners of Annuity contracts issued on or after January 22, 2001 will only be allowed to allocate Account Value to the Sub-accounts
noted below. Owners of Annuity contracts issued before January 22, 2001 will be allowed to allocate Account Value to all
Sub-accounts included in the Prospectus, except those that have previously been closed.
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SUB-ACCOUNTS OFFERED SUB-ACCOUNTS NOT OFFERED
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All Portfolios of American Skandia Trust except: Montgomery Variable Series: Emerging Markets
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|X| AST Janus Overseas Growth
|X| AST Janus Small-Cap Growth
|X| AST Alger Growth
|X| AST Alger Mid-Cap Growth
|X| AST Kinetics Internet
|X| AST Scudder Japan
Wells Fargo Variable Trust: Equity Income and Equity Value
Rydex Variable Trust: Nova, Ursa and OTC
INVESCO Variable Investment Funds, Inc.: Technology, Health
Sciences, Financial Services, Telecommunications, and Dynamics
Evergreen Variable Annuity Trust: Global Leaders and Special
Equity
ProFunds VP: Europe 30, UltraSmall-Cap, UltraOTC, OTC, Bear,
Bull Plus, Biotechnology, Energy, Financial, Healthcare, Real
Estate, Technology, Telecommunications and Utilities.
First Defined Portfolio Fund LLC: First Trust(R)10 Uncommon Values
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III. RYDEX VARIABLE TRUST SUB-ACCOUNT CLOSING
Effective March 16, 2001, the Nova, Ursa and OTC portfolios of Rydex Variable Trust will no longer be offered as Sub-accounts
under the Annuity. Owners of Annuity contracts issued on or after March 16, 2001 will not be allowed to allocate Account Value to
the Rydex Nova, Rydex Ursa or Rydex OTC Sub-accounts. Except as noted below, Owners of Annuity contracts issued before March 16,
2001, and/or their authorized financial professionals, will no longer be able to allocate additional Account Value or make
transfers into the Rydex Nova, Rydex Ursa or Rydex OTC Sub-accounts. Contract Owners and/or their authorized financial
professionals who elect to transfer Account Value out of the Rydex Sub-accounts on or after March 16, 2001 will not be allowed to
transfer Account Value into the Rydex Sub-accounts at a later date. Bank drafting, dollar cost averaging, asset allocation and
rebalancing programs that were effective on or before March 16, 2001 and included one or more of the Rydex Sub-accounts will be
allowed to continue. However, no changes involving the Rydex Sub-accounts may be made to such programs.
American Skandia intends to file an application with the Securities and Exchange Commission to substitute the Rydex Nova, Rydex
Ursa and Rydex OTC Sub-accounts with corresponding portfolios of ProFunds VP. The proposed substitution will not affect your
rights or our obligations under the Annuity. Those Contract Owners effected by the proposed substitution will receive additional
information from American Skandia notifying them of their rights under the SEC Exemptive Order once received.
IV. NEW FIXED INVESTMENT OPTION GUARANTEE PERIODS
Effective January 22, 2001, American Skandia is offering new Fixed Allocations for use with certain optional investment programs.
These special purpose Fixed Allocations are subject to limitations and restrictions, as described below. We reserve the right to
terminate offering these special purpose Fixed Allocations at any time.
A. American Skandia offers Fixed Allocations with Guarantee Periods of 5 months or 11 months exclusively for use with a
Dollar Cost Averaging program ("DCA Fixed Allocations"). DCA Fixed Allocations are designed to automatically transfer
Account Value in either 6 or 12 payments under a Dollar Cost Averaging program. DCA Fixed Allocations may only be
established by Contract Owners with their initial Purchase Payment or additional Purchase Payments. Contract Owners may
not transfer existing Account Value to a DCA Fixed Allocation.
Account Value allocated to the DCA Fixed Allocation will be transferred to the Sub-accounts you choose under the Dollar Cost
Averaging program. Dollar Cost Averaging transfers will begin on the day following the date the DCA Fixed Allocation is
established and each month following until the entire principal amount plus earnings is transferred. NOTE: When a Dollar Cost
Averaging program is established from a Fixed Allocation, the fixed rate of interest we credit to your Account Value is applied to
a declining balance due to the transfers of Account Value to the Sub-accounts during the Guarantee Period. This will reduce the
effective rate of return on the DCA Fixed Allocation over the Guarantee Period. Please refer to the section entitled "Do You
Offer Dollar Cost Averaging" for additional information about establishing a dollar cost averaging program.
Transfers from Fixed Allocations as part of a Dollar Cost Averaging program are not subject to a Market Value Adjustment. If you
terminate the Dollar Cost Averaging program before the entire principal amount plus earnings has been transferred to the
Sub-account(s), you must transfer all remaining Account Value to any other investment option. Unless you provide alternate
instructions at the time you terminate the Dollar Cost Averaging program, Account Value will be transferred to the AST Money
Market Sub-account. A Market Value Adjustment will apply if you terminate the Dollar Cost Averaging program before the entire
principal amount plus earnings has been transferred to the Sub-account(s).
B. American Skandia offers Fixed Allocations with Guarantee Periods of 3 months or 6 months exclusively for use as a
short-term Fixed Allocation ("Short-term Fixed Allocations"). Short-term Fixed Allocations may only be established by
Contract Owners with their initial Purchase Payment or additional Purchase Payments. Contract Owners may not transfer
existing Account Value to a Short-term Fixed Allocation.
On the Maturity Date of the Short-term Fixed Allocation, the Account Value will be transferred to the Sub-account(s) you choose at
the inception of the program. If no instructions are provided, such Account Value will be transferred to the AST Money Market
Sub-account. Short-term Fixed Allocations may not be renewed on the Maturity Date. If you surrender the Annuity or transfer any
Account Value from the Short-term Fixed Allocation to any other investment option before the end of the Guarantee Period, a Market
Value Adjustment will apply.
MARKET VALUE ADJUSTMENT
For purposes of the DCA Fixed Allocations and Short-term Fixed Allocations, the Market Value Adjustment formula is modified as
follows: The definition of "J" within the MVA formula will be equal to the fixed rate of interest for new DCA Fixed Allocations
of the applicable 5 or 11 month Guarantee Period or new Short-term Fixed Allocations of the applicable 3 or 6 month Guarantee
Period. If American Skandia no longer offers DCA Fixed Allocations or Short-term Fixed Allocations on the date that a Market
Value Adjustment is being calculated, the definition of "J" within the MVA formula will be equal to the fixed rate of interest for
the applicable Fixed Allocations on the date that the Fixed Allocation program was terminated. Please refer to the section
entitled "How does the Market Value Adjustment Work?" for a description of the MVA formula.
V. SPOUSAL ASSUMPTION
The following paragraph is being added to the "Death Benefit" section of your Annuity.
Spousal Beneficiary - Assumption of Annuity
You may name your spouse as your Beneficiary. If you and your spouse own the Annuity jointly, we assume that the sole primary
Beneficiary will be the surviving spouse unless you elect an alternative Beneficiary designation. Unless you elect an alternative
Beneficiary designation, the spouse Beneficiary may elect to assume ownership of the Annuity instead of taking the Death Benefit
payment. Any Death Benefit (including any optional Death Benefits) that would have been payable to the Beneficiary will become
the new Account Value as of the date we receive due proof of death and any required proof of a spousal relationship. As of the
date the assumption is effective, the surviving spouse will have all the rights and benefits that would be available under the
Annuity to a new purchaser of the same attained age. For purposes of determining any future Death Benefit for the surviving
spouse, the new Account Value will be considered as the initial Purchase Payment. No CDSC will apply to the new Account Value.
However, any additional Purchase Payments applied after the date the assumption is effective will be subject to all provisions of
the Annuity.
VI. OPTIONAL DEATH BENEFIT
The optional 7.2% Guaranteed Minimum Death Benefit (Option 2) was offered, in those states where approved, between May 15, 1999
and January 22, 2001. As of January 22, 2001, this optional Death Benefit is no longer being offered to new purchasers of the
Annuity. If purchased, this optional Death Benefit will apply for Contract Owners who purchased it during that period.
ASPro
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 known as Skandia Life Equity Sales Corporation filed via
EDGAR with Post-Effective Amendment No. 6 to Registration Statement No. 33-87010, filed March 2, 1998.
(b) Form of Revised Dealer Agreement being filed via EDGAR with Post-Effective Amendment No. 7 to Registration
Statement No. 33-87010.
(4) (a) Copy of the Form of Annuity filed via EDGAR with Pre-Effective Amendment No. 1 to this Registration
Statement No. 333-26685, filed July 22, 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 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) Annuity Reinsurance Agreements between Depositor and:
(a) Transamerica Occidental Life Assurance Company effective May 1, 1995, filed via EDGAR with Post-effective
Amendment No. 3 to Registration Statement No. 33-87010, filed April 25, 1996.
(b) PaineWebber Life Insurance Company effective January 1, 1995, filed via EDGAR with Post-effective Amendment
No. 3 to Registration Statement No. 33-87010, filed April 25, 1996.
(c) Connecticut General Life Insurance Company effective January 1, 1995, filed via EDGAR with Post-effective
Amendment No. 3 to Registration Statement No. 33-87010, filed April 25, 1996.
(8) Agreements between Depositor and:
(a) 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 Amendment 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.
33-86866, 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. 5 to this Registration Statement
No. 33-26685, field 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
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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
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organized in the State of Delaware. It was formed primarily for the purpose of acting as a broker-dealer in
securities. It acts as the principal "underwriter" of annuity contracts deemed to be securities, as required by the
Securities and Exchange Commission, which insurance policies are to be issued by American Skandia Life Assurance
Corporation. It provides securities law supervisory services in relation to the marketing of those products of
American Skandia Life Assurance Corporation registered as securities. It also may provide such services in relation
to marketing of certain public mutual funds. It also has the power to carry on a general financial, securities,
distribution, advisory, or investment advisory business; to act as a general agent or broker for insurance companies
and to render advisory, managerial, research and consulting services for maintaining and improving managerial
efficiency and operation.
(3) American Skandia Investment Services, Incorporated ("ASISI"): The organization is a general business corporation
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organized in the state of Connecticut. The organization is authorized to provide investment service and investment
management advice in connection with the purchasing, selling, holding or exchanging of securities or other assets to
insurance companies, insurance-related companies, mutual funds or business trusts. It's primary role is expected to
be as investment manager for certain mutual funds [to be made available primarily through the variable insurance
products of American Skandia Life Assurance Corporation.]
(4) Skandia Vida: This subsidiary of American Skandia Life Assurance Corporation was organized in March, 1995, and
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began operations in July, 1995. It offers investment oriented life insurance designed for long-term savings
products through independent banks and brokers in Mexico.
Item 27. Number of Contract Owners: As of December 31, 1999, there were 5,556 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.
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.
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
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 and
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 Senior 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
William O'Loughlin Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
M. Priscilla Pannell Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kathleen A. Pritchard Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Polly Rae Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Rebecca Ray Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Hayward L. Sawyer Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Leslie S. Sutherland Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Amanda C. Sutyak Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Christian W. Thwaites Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Mary Toumpas Vice President and
American Skandia Life Assurance Corporation Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Bayard F. Tracy Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Deborah G. Ullman Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Brett M. Winson Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
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) The Depositor hereby represents that the fees and charges deducted under the contract, in the aggregate, 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 18th
day of January, 2001.
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.
Signature Title Date
--------- ----- ----
(Principal Executive Officer)
Wade A. Dokken* President and Chief Executive Officer, 1/18/01
---------------
Wade A. Dokken Chairman of the Board and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and 1/18/01
Thomas M. Mazzaferro Chief Financial Officer
/s/ David R. Monroe Senior Vice President, Treasurer 1/18/01
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
*/**/***By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
*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
