<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 25, 1997
Registration Nos. 33-34827, 811-5626
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 2
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 48
SEPARATE ACCOUNT B
(EXACT NAME OF REGISTRANT)
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
1001 Jefferson Street
Wilmington, DE 19801
302-576-3400
(ADDRESS AND TELEPHONE NUMBER OF DEPOSITOR'S PRINCIPAL OFFICES)
Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Susan Krawczyk, Esq.
1001 Jefferson Street, Suite 400 Sutherland, Asbill & Brennan, L.L.P.
Wilmington, DE 19801 1275 Pennsylvania Avenue, N.W.
(NAME AND ADDRESS OF AGENT FOR SERVICE Washington, D.C. 20004-2404
OF PROCESS)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
[X] immediately upon filing pursuant to paragraph (b)
[ ] on _________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on _________ pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] 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.
DECLARATION PURSUANT TO RULE 24F-2
The Registrant has previously filed a declaration of indefinite registration of
its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Rule 24f-2 Notice for the year ended December 31, 1996 was filed on February 28,
1997.
This post-effective amendment is being filed solely to satisfy the requirements
of Section 26(e)(2)(A) under the Investment Company Act of 1940.
The contents of Registrant's previously-filed registration statement, Post-
Effective Amendment No. 1 to the Registration Statement on Form N-4 of the
Separate Account B filed May 3, 1993 (File No.s 33-34827, 811-5626), is
incorporated by reference herein in its entirety.
The following undertaking is added to Part C, Item 32: Undertakings:
Golden American Life Insurance Company 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 Golden American Life Insurance Company.
In addition, the Powers of Attorney of Terry L. Kendall, Paul E. Larson,
Fred S. Hubbell, Lawrence V. Durland, Thomas L. May, John A. Merriman,
Beth B. Neppl, Paul R. Schlaack and Jerome L. Sychowski are attached.
<PAGE>
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 this Registration Statement and has
caused this Registration Statement to be signed on its behalf in the City
of Wilmington, and State of Delaware, on the 25th day of July, 1997.
SEPARATE ACCOUNT B
(Registrant)
By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)
By:
--------------------
Terry L. Kendall*
President and
Chief Executive Officer
Attest: /s/ Marilyn Talman
------------------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary of Depositor
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities indicated on July 25,
1997.
Signature Title
President, Director
- -------------------- and Chief Executive
Terry L. Kendall* Officer of Depositor
Executive Vice President,
- -------------------- Director, Chief Financial
Paul E. Larson* Officer and Assistant Secretary
DIRECTORS OF DEPOSITOR
- ---------------------- -----------------------
Fred S. Hubbell* Lawrence V. Durland*
- ---------------------- -----------------------
Thomas L. May* John A. Merriman*
- ---------------------- -----------------------
Beth B. Neppl* Paul R. Schlaack*
- ----------------------
Jerome L. Sychowski
By: /s/ Marilyn Talman Attorney-in-Fact
-----------------------
Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street, Suite 400, Wilmington, DE 19801
Phone: (302) 576-3400
Fax: (302) 576-3520
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned,
being duly elected Directors and officers of Golden American Life
Insurance Company ("Golden American"), constitute and appoint
Myles R. Tashman, and Marilyn Talman, and each of them, his or
her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him or her in his or her
name, place and stead, in any and all capacities, to sign Golden
American's registration statements and applications for exemptive
relief, and any and all amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as
s/he might or could do in person, hereby ratifying and affirming
all that said attorneys-in-fact and agents, or any of them, or
his or her substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Terry L. Kendall Director, President and April 21, 1997
- ----------------------- Chief Executive --------------------
Terry L. Kendall Officer
/s/ Paul E. Larson Director, Executive April 14, 1997
- ----------------------- Vice President, Chief --------------------
Paul E. Larson Financial Officer and
Assistant Secretary
/s/ Fred S. Hubbell Director and Chairman April 14, 1997
- ----------------------- --------------------
Fred S. Hubbell
/s/ Lawrence V. Durland Director April 14, 1997
- ----------------------- --------------------
Lawrence V. Durland
/s/ Thomas L. May Director April 14, 1997
- ----------------------- --------------------
Thomas L. May
/s/John A. Merriman Director and Assistant April 14, 1997
- ----------------------- Secretary --------------------
John A. Merriman
/s/Beth B. Neppl Director and Vice April 14, 1997
- ----------------------- President --------------------
Beth B. Neppl
/s/Paul R. Schlaack Director April 14, 1997
- ----------------------- --------------------
Paul R. Schlaack
/s/Jerome L. Sychowski Director April 14, 1997
- ----------------------- --------------------
Jerome L. Sychowski
<PAGE>
