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As Filed with the Securities and Exchange Commission on April 1, 1999
Registration Nos. 33-59261, 811-5626
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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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 69 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B
(Exact Name of Registrant)
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Name of Depositor)
1475 Dunwoody Drive, West Chester, PA 19380-1478
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (610) 425-3400
Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, PA 19380-1478 1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service) Washington, D.C. 20004-2404
Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement
It is proposed that this filing will become effective (check approporate box:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on April 30, 1999 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Title of Securities Being Registered:
Deferred Combination Variable and Fixed Annuity Contracts
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PART A
EXPLANATORY NOTE
This filing is being made pursuant to Rule 485(b)(1)(iii) for the
purpose of designating a new effective date for a previously filed
post-effective amendment, which has not yet become effective.
DVA PLUS PROSPECTUS
The prospectus and statement of additional information for DVA Plus are
not affected by this Post-Effective Amendment and are incorporated by
reference from DVA Plus' Post Effective Amendment No. 9, which was filed
with the Securities and Exchange Commission on January 19, 1999.
GRANITE PRIMELITE PROSPECTUS
The prospectus and statement of additional information for Granite
PrimElite are not affected by this Post-Effective Amendment and are
incorporated by reference from DVA Plus' Post Effective Amendment No. 9,
which was filed with the Securities and Exchange Commission on
April 30, 1998.
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PART C -- OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
(a) (1) All financial statements are included in either the Prospectuses
or the Statements of Additional Information, as indicated
therein (or will be filed by amendment).
(2) Schedules I, III, IV (to be filed by amendment)
EXHIBITS
(b) (1) Resolution of the board of directors of Depositor authorizing the
establishment of the Registrant (to be filed by amendment)
(2) Not Applicable
(3) (a) Distribution Agreement between the Depositor and
Directed Services, Inc. (to be filed by amendment)
(b) Dealers Agreement (to be filed by amendment)
(c) Organizational Agreement (to be filed by amendment)
(d) Assignment Agreement for Organizational Agreement
(to be filed by amendment)
(4) (a) Individual Deferred Combination Variable and Fixed Annuity
Contract (1)
(b) Group Deferred Combination Variable and Fixed
Annuity Contract (1)
(c) Individual Deferred Variable Annuity Contract (1)
(d) External Exchange Program Endorsement (2)
(e) DVA Update Program Schedule Page (2)
(f) Individual Retirement Annuity Rider Page (2)
(g) ROTH Individual Retirement Annuity Rider (2)
(5) (a) Individual Deferred Combination Variable and Fixed Annuity
Application (2)
(b) Group Deferred Combination Variable and Fixed Annuity
Enrollment Form (2)
(c) Individual Deferred Variable Annuity Application (2)
(6) (a) (i) Restated Certificate of Incorporation of Golden American
Life Insurance Company (to be filed by amendment)
(ii) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company
(to be filed by amendment)
(b) By-Laws of Golden American Life Insurance Company
(to be filed by amendment)
(c) Resolution of Board of Directors for Powers of Attorney
(to be filed by amendment)
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(7) Not applicable
(8) (a) Participation Agreement between Golden American
and PIMCO Variable Insurance Trust (to be filed by
amendment)
(b) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa (4)
(c) Service Agreement between Golden American and Directed
Services, Inc. (4)
(d) Asset Management Agreement between Golden American and
ING Investment Management LLC (to be filed by amendment)
(e) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc.
(to be filed by amendment)
(f) Revolving Note Payable between Golden American and
SunTrust Bank (to be filed by amendment)
(9) Opinion and Consent of Myles R. Tashman (to be filed by amendment)
(10) (a) Consent of Sutherland Asbill & Brennan LLP
(to be filed by amendment)
(b) Consent of Independent Auditors (to be filed by amendment)
(c) Consent of Myles R. Tashman (to be filed by amendment)
(11) Not applicable
(12) Not applicable
(13) Schedule of Performance Data (5)
(14) Not applicable
(15) Powers of Attorney
(16) Subsidiaries of ING (5)
(1) Incorporated herein by reference to post-effective amendment No. 2 to the
registration statement for Separate Account B filed with the Securities
and Exchange Commission on May 1, 1996 (File No. 33-59261).
(2) Incorporated herein by reference to pre-effective amendment No. 1 to the
registration statement for Separate Account B filed with the Securities
and Exchange Commission on September 7, 1995 (File No. 33-59261).
(3) Incorporated herein by reference to post-effective amendment No. 9 to the
registration statement for Separate Account B filed with the Securities
and Exchange Commission on April 30, 1998 (File No. 33-59261).
(4) Incorporated herein by reference to post-effective amendment No. 8 to the
registration statement for Separate Account B filed with the Securities
and Exchange Commission on May 1, 1997 (File No. 33-59261).
(5) Incorporated herein by reference to post-effective amendment No. 10 to
the registration statement for Separate Account B filed with the
Securities and Exchange Commission on January 19, 1999
(File No. 33-59261).
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ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR
Principal Position(s)
Name Business Address with Depositor
Barnett Chernow Golden American Life Ins. Co. President and
1475 Dunwoody Drive Director
West Chester, PA 19380
Myles R. Tashman Golden American Life Ins. Co. Director, Executive
1475 Dunwoody Drive Vice President, General
West Chester, PA 19380 Counsel and Secretary
James R. McInnis Golden American Life Ins. Co. Executive Vice
1475 Dunwoody Drive President
West Chester, PA 19380
Stephen J. Preston Golden American Life Ins. Co. Executive Vice President
1475 Dunwoody Drive and Chief Actuary
West Chester, PA 19380
Steven G. Mandel Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive
West Chester, PA 19380
Ronald R. Blasdell Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive
West Chester, PA 19380
E. Robert Koster Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Chief Financial
West Chester, PA 19380 Officer
David L. Jacobson Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Assistant Secretary
West Chester, PA 19380
William L. Lowe Equitable of Iowa Companies Senior Vice President,
909 Locust Street Sales & Marketing
Des Moines, IA 50309
Patricia M. Corbett Equitable of Iowa Companies Treasurer & Assistant
909 Locust Street Vice President
Des Moines, IA 50309
Lawrence W. Porter, M.D. Equitable of Iowa Companies Medical Director
909 Locust Street
Des Moines, IA 50309
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ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The Depositor owns 100% of the stock of a newly formed New York company, First
Golden American Life Insurance Company of New York ("First Golden"). The
primary purpose for the formation of First Golden is to offer variable
products in the state of New York.
The following persons control or are under common control with the Depositor:
DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business
corporation organized under the laws of the State of New York, and is
wholly owned by ING Groep N.V. The primary purpose of Directed
Services, Inc. is to act as a broker-dealer in securities. It acts as the
principal underwriter and distributor of variable insurance products including
variable annuities as required by the SEC. The contracts are issued by the
Depositor. DSI 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. DSI is also registered with the SEC as an
investment adviser.
The registrant is a segregated asset account of the Company and is
therefore owned and controlled by the Company. All of the Company's
outstanding stock is owned and controlled by ING. Various companies
and other entities controlled by ING may therefore be considered to be
under common control with the registrant or the Company. Such other
companies and entities, together with the identity of their controlling
persons (where applicable), are set forth on the following organizational
chart.
The subsidiaries of ING are listed in Exhibit 16.
Item 27: Number of Contract Owners
61,586 contract owners as of February 26, 1999
ITEM 28: INDEMNIFICATION
Golden American shall indemnify (including therein the prepayment of expenses)
any person who is or was a director, officer or employee, or who is or was
serving at the request of Golden American as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
for expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him with respect to any
threatened, pending or completed action, suit or proceedings against him by
reason of the fact that he is or was such a director, officer or employee to
the extent and in the manner permitted by law.
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Golden American may also, to the extent permitted by law, indemnify any other
person who is or was serving Golden American in any capacity. The Board of
Directors shall have the power and authority to determine who may be
indemnified under this paragraph and to what extent (not to exceed the extent
provided in the above paragraph) any such person may be indemnified.
Golden American or its parents may purchase and maintain insurance on behalf
of any such person or persons to be indemnified under the provision in the
above paragraphs, against any such liability to the extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of 1933,
and therefore may be unenforceable. In the event that a claim of such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted against
the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by the Depositor is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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ITEM 29: PRINCIPAL UNDERWRITER
(a) At present, DSI, the Registrant's Distributor, also
serves as principal underwriter for all contracts issued by Golden American.
DSI is the principal underwriter for Separate Account A,
Separate Account B and Alger Separate Account A of Golden American.
(b) The following information is furnished with respect to the principal
officers and directors of DSI, the Registrant's
Distributor:
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Depositor
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R. Lawrence Roth Director None
VESTAX Capital Corporation
1931 Georgetown Road
Hudson, OH 44236
Myles R. Tashman Director, Executive Director, Executive Vice
Directed Services, Inc. Vice President, General President, General
1475 Dunwoody Drive Counsel and Secretary Counsel and Secretary
West Chester, PA 19380
James R. McInnis President Executive Vice President
Directed Services, Inc.
1475 Dunwoody Drive
West Chester, PA 19380
Barnett Chernow Executive Vice President Director and President
Directed Services, Inc.
1475 Dunwoody Drive
West Chester, PA 19380
Stephen J. Preston Executive Vice President Executive Vice President
Directed Services, Inc. and Chief Actuary
1475 Dunwoody Drive
West Chester, PA 19380
David L. Jacobson Senior Vice President Senior Vice President
Directed Services, Inc. and Assistant Secretary
1475 Dunwoody Drive
West Chester, PA 19380
Jodie R. Schult Treasurer None
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309
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(c)
1998 Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
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DSI $115,716,000 $0 $0 $0
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
Accounts and records are maintained by Golden American Life Insurance Company
at 1475 Dunwoody Drive, West Chester, PA 19380-1478 and by Equitable
Life Insurance Company, an affiliate, at 909 Locust Street, Des Moines, IA
50309.
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 it is necessary to ensure that the
audited financial statements in the registration statement are never
more that 16 months old so long as payments under the variable annuity
contracts may be accepted.
(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant 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; and,
(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.
REPRESENTATIONS
1. The account meets definition of a "separate account" under federal
securities laws.
2. Golden American Life Insurance Company hereby represents that the fees
and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by the Company.
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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 West Chester, and Commonwealth of Pennsylvania, on the 1st day of
April, 1999.
SEPARATE ACCOUNT B
(Registrant)
By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)
By:
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Barnett Chernow*
President
Attest: /s/ Marilyn Talman
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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
April 1, 1999.
Signature Title
President and Director
- -------------------- of Depositor
Barnett Chernow*
- -------------------- Senior Vice President
E. Robert Koster* and Chief Financial Officer
DIRECTORS OF DEPOSITOR
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Myles R. Tashman*
By: /s/ Marilyn Talman Attorney-in-Fact
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Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
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EXHIBIT INDEX
ITEM EXHIBIT PAGE #
15 Powers of Attorney EX-99.B15
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Exhibit 15 - Powers of Attorney
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
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/s/ Frederick S. Hubbell Director and Chairman April 27, 1998
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Frederick S. Hubbell
/s/ Barnett Chernow Director and President April 27, 1998
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Barnett Chernow
/s/ Myles R. Tashman Director, Executive Vice April 27, 1998
- ----------------------- President, General -------------------
Myles R. Tashman Counsel and Secretary
/s/ Paul E. Larson Director April 27, 1998
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Paul E. Larson
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/s/ Beth B. Neppl Director and Vice President November 6, 1998
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Beth B. Neppl
/s/ E. Robert Koster Senior Vice President November 20, 1998
- ----------------------- and Chief Financial Officer -------------------
E. Robert Koster
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