Registration Nos. 33-43390
811-2441
As filed with the Commission on May 27, 1997
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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. 14 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 62 X
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
(Exact Name of Registrant)
AMERICAN GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Address of Depositor's Principal Executive Officers) (Zip Code)
(713) 831-3632
(Depositor's Telephone Number, including Area Code)
Steven A. Glover, Esq.
Associate General Counsel and Assistant Secretary
American General Life Insurance Company
2727-A Allen Parkway, Houston, Texas 77019
(Name and Address of Agent for Service)
Copies of all communications to
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W., Suite 825
Washington, D.C. 20036
Attention: Gary O. Cohen, Esq.
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box)
|X| Immediately upon filing pursuant to paragraph (b) of Rule 485
|_| On __________________ pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_| On __________________ pursuant to paragraph (a)(1) of Rule 485
<PAGE>
If appropriate, check the following:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, Registrant has elected to register an indefinite number or amount of its
securities under the Securities Act of 1933. That election was previously
filed in Registrant's Form N-4 registration statement (File No. 2-49805 and
File No. 811-2441). Registrant filed a Rule 24f-2 Notice on February 24, 1997,
for its most recent fiscal year ended December 31, 1996.
<PAGE>
Registrant is filing this Post-Effective Amendment No. 14 for the sole
purpose of including in the Registration Statement pages C-9 through C-17 of
Part C, which were inadvertently omitted from Post-Effective Amendment No. 13
to the Registration Statement, filed on May 21, 1997.
Registrant does not intend for this Post-Effective Amendment No. 14 to
delete, from the Registration Statement, any document included in the
Registration Statement.
iv
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<TABLE>
<S> <C>
Peter V. Tuters Director, Vice President & Chief
2929 Allen Parkway Investment Officer
Houston, TX 77019
Philip K. Polkinghorn Senior Vice President & Chief
2727-A Allen Parkway Marketing Officer
Houston, TX 77019
Wayne A. Barnard Vice President & Chief Actuary
2727-A Allen Parkway
Houston, TX 77019
Thomas B. Phillips Vice President, General Counsel
2727-A Allen Parkway & Secretary
Houston, TX 77019
Dennis H. Roberts Vice President
2727-A Allen Parkway
Houston, TX 77019
Timothy W. Still Vice President
2727-A Allen Parkway
Houston, TX 77019
Steven A. Glover Associate General Counsel &
2727-A Allen Parkway Assistant Secretary
Houston, TX 77019
Joyce R. Bilski Administrative Officer
2727-A Allen Parkway
Houston, TX 77019
Farideh Farrokhi Assistant Controller
2727-A Allen Parkway
Houston, TX 77019
Kenneth D. Nunley Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT SUBSIDIARIES OF AMERICAN GENERAL
CORPORATION1,2
The following is a list of American General Corporation's subsidiaries as of
March 31, 1997. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are
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indicated by indentations and unless otherwise indicated, all subsidiaries are
wholly owned. Inactive subsidiaries are denoted by an asterisk (*).
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporatiion
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<S> <C>
AGC Life Insurance Company (3).................................................. Missouri
American General Life and Accident Insurance Company (4)..................... Tennessee
American General Exchange, Inc. .......................................... Tennessee
Southern Educators Life Insurance Company................................. Georgia
American General Life Insurance Company (5).................................. Texas
(Registrant is a Separate Account of American General Life Insurance
Company, Depositor)
American General Annuity Service Corporation ............................. Texas
American General Life Insurance Company of New York...................... New York
The Winchester Agency Ltd. ........................................... New York
The Variable Annuity Life Insurance Company .............................. Texas
The Variable Annuity Marketing Company ............................... Texas
VALIC Investment Services Company .................................... Texas
VALIC Retirement Services Company .................................... Texas
The Franklin Life Insurance Company ......................................... Illinois
The American Franklin Life Insurance Company ............................. Illinois
Franklin Financial Services Corporation .................................. Delaware
The Independent Life and Accident Insurance Company ......................... Florida
Independent Fire Insurance Company........................................ Florida
Independent Fire Insurance Company of Florida.......................... Florida
Old Faithful General Agency, Inc....................................... Texas
Thomas Jefferson Insurance Company..................................... Florida
Allen Property Company ......................................................... Delaware
Florida Westchase Corporation................................................ Delaware
Greatwood Development, Inc................................................... Delaware
Greatwood Golf Club, Inc. ................................................... Delaware
Highland Creek Golf Club, Inc. .............................................. No. Carolina
Hunter's Creek Communications Corporation ................................... Florida
Pebble Creek Corporation .................................................... Delaware
Pebble Creek Development Corporation ........................................ Florida
Westchase Development Corporation............................................ Delaware
Westchase Golf Corporation .................................................. Florida
American General Capital Services, Inc. ........................................ Delaware
American General Corporation (*)................................................ Delaware
American General Delaware Management Corporation (1)............................ Delaware
American General Finance, Inc. ................................................. Indiana
AGF Investment Corp. ........................................................ Indiana
American General Auto Finance, Inc. . ....................................... Delaware
American General Finance Corporation (6)..................................... Indiana
American General Finance Group, Inc. ..................................... Delaware
American General Financial Services, Inc. (7).......................... Delaware
The National Life and Accident Insurance Company .................. Texas
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Merit Life Insurance Co. ................................................. Indiana
Yosemite Insurance Company ............................................... California
American General Finance, Inc................................................ Alabama
American General Financial Center ........................................... Utah
American General Financial Center, Inc. (*).................................. Indiana
American General Financial Center, Incorporated (*).......................... Indiana
American General Financial Center Thrift Company(*).......................... California
Thrift, Incorporated (*)..................................................... Indiana
American General Investment Advisory Services, Inc.(*).......................... Texas
American General Mortgage and Land Development, Inc. ........................... Delaware
American General Land Development, Inc. ..................................... Delaware
American General Realty Advisors, Inc. ...................................... Delaware
American General Realty Investment Corporation ................................. Texas
American General Mortgage Company............................................ Delaware
GDI Holding, Inc. (*8)....................................................... California
Ontario Vineyard Corporation ................................................ Delaware
Pebble Creek Country Club Corporation ....................................... Florida
Pebble Creek Service Corporation ............................................ Florida
SR/HP/CM Corporation ........................................................ Texas
American General Property Insurance Company .................................... Tennessee
Bayou Property Company.......................................................... Delaware
AGLL Corporation (9)......................................................... Delaware
American General Land Holding Company ....................................... Delaware
AG Land Associates, LLC (9)............................................... California
Hunter's Creek Realty, Inc. (*)........................................... Florida
Summit Realty Company, Inc. .............................................. So. Carolina
Lincoln American Corporation................................................. Delaware
Financial Life Assurance Company of Canada ..................................... Canada
Florida GL Corporation ......................................................... Delaware
GPC Property Company ........................................................... Delaware
Cinco Ranch Development Corporation ......................................... Delaware
Cinco Ranch East Development, Inc. .......................................... Delaware
Cinco Ranch West Development, Inc. .......................................... Delaware
The Colonies Development, Inc. .............................................. Delaware
Fieldstone Farms Development, Inc. .......................................... Delaware
Hickory Downs Development, Inc. ............................................. Delaware
Lake Houston Development, Inc. .............................................. Delaware
South Padre Development, Inc. ............................................... Delaware
Green Hills Corporation ........................................................ Delaware
INFL Corporation ............................................................... Delaware
Knickerbocker Corporation ...................................................... Texas
American Athletic Club, Inc. ................................................ Texas
Pavilions Corporation........................................................... Delaware
Texas Stars Corporation......................................................... New York
<FN>
American General Finance Foundation, Inc. is not included on this list. It is
a non-profit corporation.
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NOTES
(1) The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:
American General Capital, L.L.C.
American General Delaware, L.L.C.
(2) On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common
securities of AG Cap Trust A and AG Cap Trust B are held by AGC.
(3) On December 23, 1994, AGCL became the owner of approximately 40% of the
shares of common stock of Western National Corporation ("WNC") (the
percentage of ownership by the American General insurance holding company
system will increase to approximately 46% upon conversion of WNC's Series
A Convertible Preferred Stock which AGCL also owns). WNC, a Delaware
corporation, owns the following cmpanies:
WNL Holding Corporation
Western National Life Insurance Company (TX)
WesternSave (401K Plan)
Independent Advantage Financial & Insurance Services, Inc.
WNL Investment Advisory Services, Inc.
Conseco Annuity Guarantee Corp.
WNL Brokerage Services, Inc.
WNL Insurance Services, Inc.
However, AGCL (1) holds the direct interest in WNC and the indirect
interests in WNC's subsidiaries for investment purposes; (2) does not
direct the operations of WNC or WNL; (3) has no representatives on the
Board of Directors of WNC; and (4) is restricted, pursuant to a
Shareholder's Agreement between WNC and AGCL, in its right to vote its
shares against the slate of directors proposed by WNC's Board of
Directors. Accordingly, although WNC and its subsidiaries technically are
members of the American General insurance holding company system under
insurance holding company laws, AGCL does not direct and control WNC or
its subsidiaries.
(4) AGLA owns approximately 20% of Mosher, Inc. ("Mosher") on a fully diluted
basis. AGLA owns approximately 11% f Whirlpool Financial Corp.
("Whirlpool") on a fully diluted basis. The total investment of AGLA in
Whirlpool represents approximately 3% of the voting power of the capital
stock of Whirlpool, but approximately 11% of the Whirlpool stock which
has voting rights. The interests in Mosher and Whirlpool (each of which
are corporations that are not associated with AGC) are held for
investment purposes only.
(5) AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:
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American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc. (Massachusetts)
In addition, the following agencies are indirectly related to AGSI, but
not owned or controlled by AGSI:
American General Insurance Agency of Ohio, Inc. (Ohio)
American General Insurance Agency of Texas, Inc. (Texas)
American General Insurance Agency of Oklahoma, Inc. (Oklahoma)
Insurance Masters Agency, Inc. (Texas)
AGSI and the foregoing agencies are not affiliates or subsidiaries of AGL
under applicable holding company laws, but they are part of the AGC group
of companies under other laws.
(6) American General Finance Corporation is the parent of an additional 48
wholly owned subsidiaries incorporated in 30 states and Puerto Rico for
the purpse of conducting its consumer finance operations, INCLUDING those
noted in footnote 7 below.
(7) American General Financial Services, Inc. is the parent of an additional
7 wholly owned subsidiaries incorporated in 4 states and Puerto Rico for
the purpose of conducting its consumer finance operations.
(8) AGRI owns only a 75% interest in GDI Holding, Inc.
(9) AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.
All of the subsidiaries of AGL are included in its consolidated financial
statements, which are filed in Part B of this Registration Statement.
</FN>
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1997, there were 105 owners of Contracts of the class
presently offered by this Registration Statement.
ITEM 28. INDEMNIFICATION
Article VII, section 1, of the Company's By-Laws provides, in part, that the
Company shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Company) by reason of the fact that such person is or was
serving at the request of the Company, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interest of the Company and, in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful.
C-13
<PAGE>
Article VII, section 1 (in part), section 2, and section 3, provide that the
Company shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
by or in the right of the Company to procure a judgment in its favor by reason
of the fact that such person is or was acting in behalf of the Company,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
Company, and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under section 1: (a) in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
to the Company, unless and only to the extent that the court in which such
action was brought shall determine upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses which such court shall determine; (b) of amounts
paid in settling or otherwise disposing of a threatened or pending action with
or without court approval; or (c) of expense incurred in defending a
threatened or pending action which is settled or otherwise disposed of without
court approval.
Article VII, section 3, provides that, with certain exceptions, any
indemnification under Article VII shall be made by the Company only if
authorized in the specific case, upon a determination that indemnification of
the person is proper in the circumstances because the person has met the
applicable standard of conduct set forth in section 1 of Article VII by (a) a
majority vote of a quorum consisting of directors who are not parties to such
proceeding; (b) approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or (c) the court
in which such proceeding is or was pending upon application made by the
Company or the indemnified person or the attorney or other persons rendering
services in connection with the defense, whether or not such application by
the attorney or indemnified person is opposed by the Company.
Article VII, section 7, provides that for purposes of Article VII, those
persns subject to indemnification include any person who is or was a director,
officer, or employee of the Company, or is or was serving at the request of
the Company as a director, officer, or employee of another foreign or domestic
corporation which was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the 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 is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer r controlling person of the 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, the 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 whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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ITEM 29. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter, American General Securities
Incorporated, also acts as principal underwriter for American
General Life Insurance Company of New York Separate Account E and
American General Life Insurance Company Separate Account A.
(b) The directors and principal officers of the principal underwriter
are:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES WITH UNDERWRITER,
BUSINESS ADDRESS AMERICAN GENERAL SECURITIES INCORPORATED
------------------ -----------------------------------------
<S> <C>
F. Paul Kovach, Jr. Director & President
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
Robert F. Herbert Director & Associate Tax Officer
American General Life
2727-A Allen Parkway
Houston, Texas 77019
John V. LaGrasse Director & Vice President
American General Life
2727-A Allen Parkway
Houston, TX 77019
Thomas B. Phillips Director & Secretary
American General Life
2727-A Allen Parkway
Houston, TX 77019
Rodney O. Martin, Jr. Director
American General Life
2727-A Allen Parkway
Houston, TX 77019
Fred G. Fram Vice President
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
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<PAGE>
Steven A. Glover Assistant Secretary
American General Life
2727-A Allen Parkway
Houston, TX 77019
Carole D. Hlozek Administrative Officer
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
J. Andrew Kalbaugh Administrative Officer
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019
Kenneth D. Nunley Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
</TABLE>
(c) Not Applicable.
ITEM 30. LOCATION OF RECORDS
All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1
through 31a-3 thereunder, are maintained and in the custody of American
General Life Insurance Company at its principal executive office located at
2727-A Allen Parkway, Houston, TX 77019.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
The Registrant undertakes: A) 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 for so long as payments under the Contracts may be accepted; B)
to include either (1) as part of any application to purchase a Contract
offered by a prospectus, a space that an applicant can check to request a
Statement of Additional Information, or (2) a toll-free number or a post card
or similar written communication affixed to or included in the applicable
prospectus that the applicant can remove to send for a Statement of Additional
Information; C) 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.
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<PAGE>
REPRESENTATION REGARDING THE REASONABLENESS OF AGGREGATE FEES AND CHARGES
DEDUCTED UNDER THE CONTRACTS PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940
AGL represents that the fees and charges deducted under the Contracts that are
identified as Contract Form Nos. 91010, 93020, and 93021 (and any state
variations thereof, including Form No. 91011), 95020 Rev 896 and 95021 Rev 896
and comprehended by this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by AGL under the Contracts. AGL bases its
representation on its assessment of all of the facts and circumstances,
including such relevant factors, as: the nature and extent of such services,
expenses and risks; the need for AGL to earn a profit; the degree to which the
Contracts include innovative features; and the regulatory standards for
exemptive relief under the Investment Company Act of 1940 used prior to
October 1996, including the range of industry practice.
C-17
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SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, American General Life Insurance Company Separate
Account D, certifies that it meets the requirements of Securities Act Rule
485(b), for effectiveness of this Amendment to the Registration Statement and
has duly caused this Amendment to the Registration Statement to be signed on
its behalf, in the City of Houston, and State of Texas on this 27th day of
May, 1997.
AMERICAN GENERAL LIFE INSURANCE AMERICAN GENERAL LIFE INSURANCE
COMPANY SEPARATE ACCOUNT D COMPANY
(Registrant) (Depositor)
By: /s/ROBERT F. HERBERT, JR. By:/s/ROBERT F. HERBERT, JR.
------------------------------- -------------------------------
ROBERT F. HERBERT, JR. ROBERT F. HERBERT, JR.
Senior Vice President of Senior Vice President
American General Life
Insurance Company
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed by the following officers and directors
of American General Life Insurance Company in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
RODNEY O. MARTIN, JR.* Principal Executive Officer May 27, 1997
--------------------------
(Rodney O. Martin, Jr.)
ROBERT F. HERBERT, JR.* Principal Financial and May 27, 1997
-------------------------- Accounting Officer
(Robert F. Herbert, Jr.)
</TABLE>
<TABLE>
Directors
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<S> <C>
ROBERT M. DEVLIN* JOHN V. LaGRASSE*
-------------------------- -------------------------
(Robert M. Devlin) (John V. LaGrasse)
MICHAEL G. ATNIP* RODNEY O. MARTIN, JR.*
-------------------------- -------------------------
(Michael G. Atnip) (Rodney O. Martin, Jr.)
DAVID A. FRAVEL* JON P. NEWTON*
-------------------------- -------------------------
(David A. Fravel) (Jon P. Newton)
ROBERT F. HERBERT, JR.* PETER V. TUTERS*
-------------------------- -------------------------
(Robert F. Herbert, Jr.) (Peter V. Tuters)
/s/STEVEN A. GLOVER
--------------------------------------
*By Steven A. Glover, Attorney-in-Fact May 27, 1997
</TABLE>
