AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
485BPOS, 1997-07-25
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                                                     Registration Nos. 2-49805
                                                                      811-2441

                 As filed with the Commission on July 25, 1997
                 ---------------------------------------------

                      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.  39           X

                                    and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
                          Amendment No.   63        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.  Registrant  filed a Rule 24f-2
Notice on February 28, 1997 for its most recent fiscal year ended December 31,
1996.

<PAGE>

                       PURPOSE AND CONTENT OF AMENDMENT

The sole purpose of this amendment is to include the  representation  required
by Section  26(e)(2)(A) of the Investment Company Act of 1940. Except for that
requirement, the Registrant, in reliance on the no-action letter issued by the
Division of Investment  Management to  Great-West  Life and Annuity  Insurance
Company (pub. avail. Oct 23, 1990), would not be filing this amendment.

Except for the facing sheet, this page and the signature page, Registrant does
not  intend  for this  amendment  to  delete or amend  any  document  or other
information  included  in the  Registration  Statement,  and,  to  the  extent
necessary,  hereby  incorporates  any such document or  information  herein by
reference.


                                    PART C

                               OTHER INFORMATION

ITEM 32.     UNDERTAKINGS


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

American General Life Insurance  Company ("AGL")  represents that the fees and
charges  deducted  under  the  Contracts  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.

<PAGE>

                                  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 24th day of
July, 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
        -----------                        -------                        ------
<S>                                <C>                                 <C>
 RODNEY O. MARTIN, JR.*            Principal Executive Officer         July 24, 1997
 -------------------------- 
 (Rodney O. Martin, Jr.)

 ROBERT F. HERBERT, JR.*             Principal Financial and           July 24, 1997
 --------------------------           Accounting Officer
 (Robert F. Herbert, Jr.)
</TABLE>


<TABLE>
                                     Directors
                                    -----------

<S>                                                       <C>

                                                          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                   July 24, 1997
</TABLE>



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