As filed with the Securities and Exchange Registration No. 333-22723
Commission on November 18, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aetna Insurance Company of America
- --------------------------------------------------------------------------------
Connecticut
- --------------------------------------------------------------------------------
06-1286272
- --------------------------------------------------------------------------------
151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-4686
- --------------------------------------------------------------------------------
Julie E. Rockmore, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(860) 273-4686
- --------------------------------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
- --------------------------------------------------------------------------------
The annuities covered by this registration statement are to be issued from time
to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [XX]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box [XX]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
<PAGE>
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)
<TABLE>
<CAPTION>
Location in Prospectus Dated May 1,
1997 and as Amended
Form S-2 by Supplement Dated
Item No. Information Required in Prospectus November 28, 1997
<S> <C> <C>
1 Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus .................. Outside Front Cover
2 Inside Front and Outside Back Cover Table of Contents (inside front
Pages of Prospectus.............................. cover)
3 Summary Information, Risk Factors.................... Summary, and as amended
Ratio of Earnings to Fixed Charges................... Not Applicable
4 Use of Proceeds...................................... Investments
5 Determination of Offering Price...................... Not Applicable
6 Dilution............................................. Not Applicable
7 Selling Security Holders............................. Not Applicable
8 Plan of Distribution................................. Description of the AICA Guaranteed
Account, and as amended
9 Description of Securities to be Description of the AICA Guaranteed
Registered....................................... Account, and as amended
10 Interests of Named Experts and Counsel............... Not Applicable
11 Information with Respect to the
Registrant........................................... Not Applicable
12 Incorporation of Certain Information Incorporation of Certain Documents by
by Reference......................................... Reference; Experts
<PAGE>
Location in Prospectus Dated May 1,
1997 and as Amended
Form S-2 by Supplement Dated
Item No. Information Required in Prospectus November 28, 1997
13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities...................................... Indemnification
</TABLE>
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
AICA GUARANTEED ACCOUNT
CREDITED INTEREST OPTION
Supplement dated November 28, 1997 to Prospectus Dated May 1, 1997
The information in this supplement updates and amends the information contained
in the Prospectus dated May 1, 1997 (the "Prospectus") and should be read with
that Prospectus.
[bullet] Incorporation of Certain Documents By Reference
The following is added to the section entitled "Incorporation of Certain
Documents By Reference" located on the inside cover of the Prospectus.
The Company's latest Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission pursuant to Section 15(d) of the
Exchange Act, is incorporated by reference into this Prospectus. Part I of Form
10-Q is part of this Supplement.
The Company's Quarterly Reports on Form 10-Q, for the quarters ending March 31,
1997 and June 30, 1997, filed with the Commission pursuant to Section 15(d) of
the Exchange Act, are incorporated by reference into this Prospectus.
[bullet] Additional Withdrawal Option
The following has been changed throughout the Prospectus:
"Additional Withdrawal Option" to "Systematic Distribution Option"
[bullet] Guaranteed Term
The definition of Guaranteed Term under the section entitled "Glossary" on page
3 of the Prospectus has been replaced with the following:
The period of time specified by the Company for which a specific Guaranteed Rate
or Rates are offered on amounts invested during a specific Deposit Period.
Guaranteed Terms are made available by the Company subject to the Company's
terms and conditions, including, but not limited to, the Company's right to
restrict allocations to new purchase payments or deposits (such as by
prohibiting transfers into a particular Guaranteed Term from any other
Guaranteed Term or from any other funding option or by prohibiting the
reinvestment of Matured Term Value into a particular Guaranteed Term). The
Company may offer more than one Guaranteed Term of the same duration and credit
one with a different rate subject to certain restrictions such as requiring the
use of the Dollar Cost Averaging Program.
[bullet] Market Value Adjustment
The second paragraph of the section entitled "Market Value Adjustment" in the
SUMMARY on page 4 of the Prospectus has been replaced with the following:
This provision does not apply to (1) amounts transferred on the Maturity Date;
(2) amounts transferred under the Maturity Value Transfer Provision; (3) amounts
distributed under one of the Systematic Distribution Options described in the
Contract Prospectus; and (4) amounts transferred from a Guaranteed Term in
connection with the Dollar Cost Averaging Program described in the Contract
Prospectus. However, if the Certificate Holder discontinues the Dollar Cost
Averaging Program and the amounts in it are transferred in accordance with the
Company's terms and conditions governing Guaranteed Terms, to another Guaranteed
Term, a market value adjustment will apply.
<PAGE>
[bullet] Maturity of a Guaranteed Term
The second paragraph of the section entitled "Maturity of a Guaranteed Term" in
the SUMMARY on page 4 of the Prospectus has been replaced with the following:
If the Company does not receive direction from the Certificate Holder by the
Maturity Date, the Matured Term Value will be reinvested in the Guaranteed
Account for a new Guaranteed Rate and Term under the then current Deposit
Period. The new Guaranteed Term will have the same length to maturity as the
Guaranteed Term that is maturing. If such a Guaranteed Term is not available,
the transfer will be to the next shortest available Guaranteed Term or if no
shorter Guaranteed Term is available, to the next longer available Guaranteed
Term. (See "Maturity of a Guaranteed Term").
[bullet] Contributions to the Guaranteed Account
The section entitled "Contributions to the Guaranteed Account" in the
DESCRIPTION OF THE AICA GUARANTEED ACCOUNT on page 6 has been replaced with the
following:
Amounts may be invested in the Guaranteed Account for the Guaranteed Terms and
at the Guaranteed Rates available during the then current Deposit Period by
allocating all or a portion of your Purchase Payment(s) to the Guaranteed
Account. You may also elect to transfer accumulated values from other funding
options available under the Contract or from other Guaranteed Terms of the
Guaranteed Account to the Guaranteed Account, subject to the transfer
limitations described in the Contract. The Company may also limit the number of
Guaranteed Terms an individual may select. At this time, if the Certificate
Holder has the Dollar Cost Averaging Program in effect in a Guaranteed Term and
wishes to add an additional deposit to be dollar cost averaged, all amounts to
be dollar cost averaged will have to be combined and the dollar cost averaging
amounts will be recalculated. This will affect the duration of amounts in the
Guaranteed Term.
The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of investment options selected during the Accumulation Period, but the
number of investment options that may be selected at any one time by a
Certificate Holder is limited to 18. Each Guaranteed Term is counted as one
investment option. There is no minimum amount required if investments come from
Purchase Payments; however, you must meet the minimum purchase amounts that are
set forth in your Contract. There is a $500 minimum for transfers from other
funding options.
Amounts invested in the Guaranteed Account during a Deposit Period may not be
transferred during that Deposit Period or for 90 days after the close of that
Deposit Period, except in connection with the Maturity Value Transfer Provision,
the Dollar Cost Averaging Program or the cessation by the Certificate Holder of
the Dollar Cost Averaging Program in certain circumstances, or the selection of
a Systematic Distribution Option available under the Contract for periodic or
systematic distributions (see "Transfers").
[bullet] Guaranteed Rates
The first paragraph of the section entitled "Guaranteed Rates" in the
DESCRIPTION OF THE AICA GUARANTEED ACCOUNT on page 6 has been replaced with the
following:
Guaranteed Rates are the interest rates that are guaranteed by the Company to be
credited on amounts invested during a Deposit Period for a specific Guaranteed
Term. The Company may offer different Guaranteed Rates on Guaranteed Terms of
the same duration and may have certain
2
<PAGE>
restrictions apply to the use of any Guaranteed Terms such as, but not limited
to, the requirement of the use of the Dollar Cost Averaging Program. The Company
may also limit the number of Guaranteed Terms an individual may select.
Guaranteed Rates are annual effective yields, reflecting a full year's interest.
The interest is credited daily at a rate that will produce the guaranteed annual
effective yield over the period of one year.
[bullet] Maturity of a Guaranteed Term
The second paragraph of the section entitled "Maturity of a Guaranteed Term" in
the DESCRIPTION OF THE AICA GUARANTEED ACCOUNT on page 7 of the Prospectus has
been replaced with the following:
If no direction from the Certificate Holder is received by the Company at its
Home Office by the Maturity Date, the Company will automatically reinvest the
Matured Term Value in the Guaranteed Account during the new Deposit Period. The
Matured Term Value will be invested for a Guaranteed Term having the same length
to maturity as the Guaranteed Term that is maturing. If such a term is not
available, the transfer will be to the next shortest available Guaranteed Term.
If no shorter Guaranteed Term is available, the next longer Guaranteed Term will
be used. The new Guaranteed Term may have a different length of time to maturity
than the maturing Guaranteed Term. For example, if a 3-year Guaranteed Term
matures and no direction is received, and a 3-year Guaranteed Term is not
available in the current Deposit Period, but a 1 year Guaranteed Term is
available for maturities, the Matured Term Value may be reinvested in the 1 year
Guaranteed Term, which is the next shortest Guaranteed Term then available.
[bullet] Transfers
The first and second paragraphs of the section entitled "Transfers" in the
TRANSFERS AND WITHDRAWALS on page 8 of the Prospectus has been replaced with the
following:
As described in the Contract Prospectus, all or any portion of accumulated
values under the Contract may be transferred to the Guaranteed Account or to
other funding options available under the Contract. The Company reserves the
right to limit the number of investment options selected during the Accumulation
Period. At this time there is no limit on the number of investment options
selected during the Accumulation Period, but the number of investment options
that may be selected at any one time by a Certificate Holder is limited to 18.
Each Guaranteed Term is counted as one investment option. The minimum amount
that may be transferred from other investment options to the Guaranteed Account
is $500.
Amounts applied to a Guaranteed Term during a Deposit Period may not be
transferred to any other funding option or to another Guaranteed Term during
that Deposit Period or for 90 days after the close of that Deposit Period. This
restriction does not apply to the selection of Systematic Distribution Options
available under the Contract or to transfers relating to the Dollar Cost
Averaging Program. However, if the Certificate Holder discontinues the Dollar
Cost Averaging Program, the Company may require that all amounts in that
Guaranteed Term be transferred into another Guaranteed Term in accordance with
the Company's terms and conditions governing Guaranteed Terms. A market value
adjustment will apply. (See Contract Prospectus).
3
<PAGE>
[bullet] Market Value Adjustment
This section replaces the first paragraph in the MARKET VALUE ADJUSTMENT on page
8 of the Prospectus with the following:
A Market Value Adjustment ("MVA") is applied to amounts transferred or withdrawn
from the Guaranteed Account before the Maturity Date, including transfers made
in order to elect a nonlifetime Annuity Option, but excluding transactions under
the Maturity Value Transfer Provision, transfers made in connection with the
Dollar Cost Averaging Program (unless the transfer is made as a result of the
discontinuance by the Certificate Holder of the Dollar Cost Averaging Program.--
See "Transfers"), and amounts withdrawn under one of the Systematic Distribution
Options.
4
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
Statements of Income............................................... 3
Balance Sheets..................................................... 4
Statements of Changes in Shareholder's Equity...................... 5
Statements of Cash Flows........................................... 6
Condensed Notes to Financial Statements............................ 7
Independent Auditors' Review Report................................ 9
(2)
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Income
(thousands)
<TABLE>
<CAPTION>
3 Months Ended September 30, 9 Months Ended September 30,
--------------------------- ----------------------------
1997 1996 1997 1996
------ ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
Charges assessed against policyholders .......... 1,760.1 $ 373.2 $4,057.5 $ 757.6
Net investment income............................ 1,975.2 341.0 4,853.0 673.5
Net realized capital gains (losses) ............. 18.5 -- 88.6 (17.1)
Other income .................................... 55.0 -- 168.4 --
-------- ------- ------- -------
Total revenue ............................. 3,808.8 714.2 9,167.5 1,414.0
Benefits and expenses:
Current and future benefits ..................... 1,622.6 533.6 4,241.8 714.8
Operating expenses .............................. 786.1 306.2 2,544.9 1,903.6
Amortization of deferred policy acquisition costs 408.8 -- 1,026.2 --
-------- ------- ------- -------
Total benefits and expenses ................ 2,817.5 839.8 7,812.9 2,618.4
Income (loss) before income
taxes (benefits) ............................... 991.3 (125.6) 1,354.6 (1,204.4)
Income taxes (benefits) ........................... 342.6 (41.1) 387.8 (363.7)
-------- ------- ------- -------
Net income (loss) ................................. $ 648.7 $ (84.5) $ 966.8 $ (840.7)
======== ======= ======== ========
</TABLE>
See Condensed Notes to Financial Statements.
(3)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Balance Sheets
(thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
Assets 1997 1996
- ----- ------------- ------------
<S> <C> <C>
Investments:
Debt securities available for sale, at fair value
(amortized cost $112,896.5 and $24,736.8) $114,776.2 $ 24,770.3
Cash and cash equivalents 13,766.6 51,842.3
Deferred policy acquisition costs 39,049.8 21,057.0
Accrued investment income 1,683.5 325.8
Deferred tax asset 3,002.4 1,289.7
Income taxes receivable -- 1,133.2
Other assets 1,055.2 447.6
Separate accounts assets 601,301.3 303,518.6
---------- ----------
Total assets $774,635.0 $404,384.5
========== ==========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
Policyholders' funds left with the Company $133,718.4 $ 64,445.4
Other liabilities 2,025.2 4,753.2
Due to parent and affiliates 526.6 347.2
Income taxes payable 73.5 --
Separate accounts liabilities 601,301.3 303,518.6
---------- ----------
Total liabilities 737,645.0 373,064.4
---------- ----------
Shareholder's equity:
Common capital stock, par value $2,000 (1,275 shares
authorized, issued and outstanding) 2,550.0 2,550.0
Paid-in capital 32,550.0 27,550.0
Net unrealized capital gains 121.7 90.3
Retained earnings 1,768.3 1,129.8
---------- ----------
Total shareholder's equity 36,990.0 31,320.1
---------- ----------
Total liabilities and shareholder's equity $774,635.0 $404,384.5
========== ==========
</TABLE>
See Condensed Notes to Financial Statements.
(4)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Changes in Shareholder's Equity
(thousands)
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
Shareholder's equity, beginning of period $31,320.1 $12,133.0
Capital contribution 5,000.0 --
Net change in unrealized capital gains (losses) 31.4 (102.2)
Net income (loss) 966.8 (840.7)
Other changes (328.3) --
--------- ---------
Shareholder's equity, end of period $36,990.0 $11,190.1
========= =========
See Condensed Notes to Financial Statements.
(5)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Cash Flows
(thousands)
<TABLE>
<CAPTION>
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ 966.8 $ (840.7)
Adjustments to reconcile net income (loss) to net cash used for
operating activities:
Increase in accrued investment income (1,357.7) (69.7)
Increase in deferred policy acquisition costs (17,992.8) (13,657.6)
Net change in amounts due to/from parent and affiliates 179.4 (174.6)
Net (decrease) increase in other assets and liabilities (1,003.8) 5,555.5
Net decrease in income taxes (730.4) (2,782.4)
Net accretion of discount on debt securities (309.6) (61.3)
Net realized capital (gains) losses (88.6) 17.1
---------- ---------
Net cash used for operating activities (20,336.7) (12,013.7)
---------- ---------
Cash Flows from Investing Activities:
Proceeds from sales of:
Debt securities available for sale 12,012.6 2,410.0
Short-term investments 1,000.0 --
Investment maturities and repayments of:
Debt securities available for sale 2,802.9 --
Cost of investment purchases in:
Debt securities available for sale (105,029.5) (2,458.8)
Short-term investments (1,000.0) --
---------- ---------
Net cash used for investing activities (90,214.0) (48.8)
---------- ---------
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 71,075.9 43,734.9
Withdrawal of investment contracts (3,600.8) --
Capital contribution 5,000.0 --
---------- ---------
Net cash provided by financing activities 72,475.1 43,734.9
Net (decrease) increase in cash and cash equivalents (38,075.6) 31,672.4
Cash and cash equivalents, beginning of period 51,842.3 4,044.2
---------- ---------
Cash and cash equivalents, end of period $ 13,766.6 $ 35,716.6
=========== ==========
Supplemental cash flow information:
Income taxes paid, net $ 734.0 $ 2,232.0
=========== ==========
</TABLE>
See Condensed Notes to Financial Statements.
(6)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Condensed Notes to Financial Statements
1. Basis of Presentation
---------------------
Aetna Insurance Company of America (the "Company") is a stock life insurance
company organized in 1990 under the insurance laws of Connecticut and is a
wholly owned subsidiary of Aetna Life Insurance and Annuity Company
("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna Retirement Holdings,
Inc. ("HOLDCO"). HOLDCO is a wholly owned subsidiary of Aetna Retirement
Services, Inc., whose ultimate parent is Aetna Inc.("Aetna").
The financial statements have been prepared in accordance with generally
accepted accounting principles and are unaudited. Certain reclassifications
have been made to 1996 financial information to conform to the 1997
presentation. These interim statements necessarily rely heavily on
estimates, including assumptions as to annualized tax rates. In the opinion
of management, all adjustments necessary for a fair statement of results for
the interim periods have been made. All such adjustments are of a normal,
recurring nature. The accompanying condensed financial statements should be
read in conjunction with the financial statements and related notes as
presented in the Company's 1996 Annual Report on Form 10-K. Certain
financial information that is normally included in annual financial
statements prepared in accordance with generally accepted accounting
principles, but that is not required for interim reporting purposes, has
been condensed or omitted.
2. Future Applications of Accounting Standards
-------------------------------------------
Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, was issued
in June 1996 and provides accounting and reporting standards for transfers
of financial assets and extinguishments of liabilities.
FAS No. 125 is effective for 1997 financial statements; however, certain
provisions relating to accounting for repurchase agreements and securities
lending are not effective until January 1, 1998. Provisions effective in
1997 did not have a material effect on the Company's financial position or
results of operations. The Company does not expect adoption of this
statement for provisions effective in 1998 to have a material effect on its
financial position or results of operations.
(7)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Condensed Notes to Financial Statements
(Continued)
2. Future Applications of Accounting Standards (Continued)
-------------------------------------------------------
FAS No. 130, Reporting Comprehensive Income, was issued in June 1997 and
establishes standards for the reporting and presentation of comprehensive
income and its components in a full set of financial statements.
Comprehensive income encompasses all changes in shareholder's equity (except
those arising from transactions with owners) and includes net income, net
unrealized capital losses on available for sale securities. As this new
standard only requires additional information in a financial statement, it
will not affect the Company's financial position or results of operations.
FAS No. 130 is effective for fiscal years beginning after December 15, 1997,
with earlier application permitted. The Company is currently evaluating the
presentation alternatives permitted by the statement.
3. Benefit Plans
-------------
As of March 31, 1997, ALIAC transferred to the Company, approximately $505.0
thousand of accrued liabilities, primarily related to the allocation of
pension and postretirement benefit expenses that had been previously
allocated to ALIAC. The after-tax amount of this transfer (approximately
$328.3 thousand) is reported as a reduction of retained earnings.
4. Litigation
----------
The Company is not currently involved in litigation.
5. Shareholder's Equity
--------------------
On June 26, 1997, the Company received a $5.0 million capital contribution
from ALIAC.
(8)
<PAGE>
Independent Auditors' Review Report
The Board of Directors
Aetna Insurance Company of America:
We have reviewed the accompanying condensed balance sheet of Aetna Insurance
Company of America as of September 30, 1997, and the related condensed
statements of income for the three-month and nine-month periods ended September
30, 1997 and 1996, and the related condensed statements of changes in
shareholder's equity and cash flow for the nine-month periods ended September
30, 1997 and 1996. These condensed financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Aetna Insurance Company of America as of
December 31, 1996, and the related statements of income, changes in
shareholder's equity, and cash flows for the year then ended (not presented
herein); and in our report dated March 20, 1997, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed balance sheet as of December 31, 1996, is fairly
presented, in all material respects, in relation to the balance sheet from which
it has been derived.
/s/ KPMG PEAT MARWICK LLP
November 3, 1997
Hartford, Connecticut
(9)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not Applicable
Item 15. Indemnification of Directors and Officers
Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.
Item 16. Exhibits and Financial Statement Schedules
Exhibits
(4.1) Variable Annuity Contract G2-CDA-94 (IR)(1)
(4.2) Variable Annuity Contract G2-CDA-94 (NQ)(1)
(4.3) Variable Annuity Contract G-MP2 (5/96)(2)
(4.4) Certificate of Group Annuity Coverage MP2CERT (5/96)(2)
<PAGE>
(4.5) Endorsements (MP2END (5/97)) and (I-MP2END (5/97)) to
Contracts G-MP2 (5/96) and MP2CERT (5/96)(2)
(4.6) Variable Annuity Contract G-CDA-GP2(3)
(4.7) Variable Annuity Contract I-CDA-GP2(3)
(4.8) Group Variable, Fixed, or Combination Annuity Contract
(Nonparticipating) G-GP2 (5/96)(4)
(4.9) Individual Variable, Fixed or Combination Annuity Contract
(Nonparticipating) I-GP2 (5/96)(4)
(4.10) Certificate of Group Annuity Coverage GP2CERT (5/97)(4)
(4.11) Variable Annuity Contract G-GP2 (5/97)(4)
(4.12) Endorsement GP2END (5/97) to Contract G-GP2 (5/96)(4)
(4.13) Endorsement I-GP2END (5/97) to Contract I-GP2 (5/96)(4)
(4.14) Endorsement GP2IRA (5/97) to Contract G-GP2 (5/97) and
Certificate GP2CERT (5/97)(4)
(4.15) Endorsement I-GP2END (5/97) to Contract I-GP2 (5/96)(4)
(4.16) Endorsement GP2QEND (4/94) to Contract G-CDA-GP2(4)
(4.17) Endorsement C-GP2QEND (4/94) to Contract G-CDA-GP2(3)
(4.18) Endorsement GP2NHEND (4/94) to Contract G-CDA-GP2(3)
(5.1) Variable Annuity Contract Application(1)
(5.2) Application for Aetna Growth Plus Group Variable, Fixed or
Combination Annuity Contract (Nonparticipating)(5)
(6) Opinion re Legality
(10) Material Contracts are listed under exhibit 10 in the
Company's Form 10-K for the fiscal year ended December 31,
1996 (File No. 33-81010), as filed electronically with the
Commission on March 28, 1997 (Accession No.
0000912057-97-010856). Each of the exhibits so listed is
incorporated by reference as indicated in the Form 10-K.
(15) Letter re unaudited interim financial information
(23) (a) Consent of Independent Auditors
(b) Consent of Legal Counsel (Included in Item (6) above)
(24) (a) Powers of Attorney(6)
(b) Certificate of Resolution Authorizing Signature by Power
of Attorney(1)
(27) Financial Data Schedule
Exhibits other than those listed are omitted because they are not required or
are not applicable.
1. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on June 1, 1995 (Accession No.
0000950109-95-002138).
2. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-59749), as filed electronically on April
16, 1997 (Accession No. 0000950146-97-000620).
3. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-80750), as filed on June 23, 1994.
<PAGE>
4. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-80750), as filed electronically on April
23, 1997 (Accession No. 0000950146-97-000634).
5. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-80750), as filed electronically on
August 15, 1995 (Accession No. 0000950109-95-0003244).
6. The power of attorney for Thomas J. McInerney is included in this filing as
Exhibit No. 16(24)(a). The powers of attorney for all other signatories are
incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-59749), as filed electronically on July
29, 1997 (Accession No. 0000950146-97-001105).
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows, pursuant to Item
512 of Regulation S-K:
(a) Rule 415 offerings:
(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material changes to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities 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 or 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.
<PAGE>
Item 18. Financial Statements and Schedules
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-2 (File No. 333-22723)
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Hartford, State of Connecticut, on this 18th day of November, 1997.
By: AETNA INSURANCE COMPANY OF AMERICA
By: Thomas J. McInerney*
----------------------------------
Thomas J. McInerney
President
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement on Form S-2 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Thomas J. McInerney* Director and President )
- ---------------------- (principal executive officer) )
Thomas J. McInerney )
)
)
Deborah Koltenuk* Director and Treasurer ) November
- ---------------------- (principal accounting ) 18, 1997
Deborah Koltenuk and financial officer) )
)
)
Christine C. Marcks* Director )
- ---------------------- )
Christine C. Marcks )
)
)
Shaun P. Mathews* Director )
- ---------------------- )
Shaun P. Mathews )
By: /s/ Julie E. Rockmore
------------------------------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
16(4.1) Variable Annuity Contract G2-CDA-94 (IR) *
16(4.2) Variable Annuity Contract G2-CDA-94 (NQ) *
16(4.3) Variable Annuity Contract G-MP2 (5/96) *
16(4.4) Certificate of Group Annuity Coverage MP2CERT
(5/96) *
16(4.5) Endorsements (MP2END (5/97)) and (I-MP2END *
(5/97)) to Contracts G-MP2 (5/96) and
MP2CERT (5/96)
16(4.6) Variable Annuity Contract G-CDA-GP2 *
16(4.7) Variable Annuity Contract I-CDA-GP2 *
16(4.8) Group Variable, Fixed, or Combination Annuity *
Contract (Nonparticipating) G-GP2 (5/96)
16(4.9) Individual Variable, Fixed or Combination *
Annuity Contract (Nonparticipating) I-GP2 (5/96)
16(4.10) Certificate of Group Annuity Coverage GP2CERT (5/97) *
16(4.11) Variable Annuity Contract G-GP2 (5/97) *
16(4.12) Endorsement GP2END (5/97) to Contract G-GP2 (5/96) *
16(4.13) Endorsement I-GP2END (5/97) to Contract I-GP2 (5/96) *
16(4.14) Endorsement GP2IRA (5/97) to Contract G-GP2 (5/97) *
and Certificate GP2CERT (5/97)
16(4.15) Endorsement I-GP2END (5/97) to Contract I-GP2 (5/96) *
16(4.16) Endorsement GP2QEND (4/94) to Contract G-CDA-GP2 *
16(4.17) Endorsement C-GP2QEND (4/94) to Contract G-CDA-GP2 *
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- ----
16(4.18) Endorsement GP2NHEND (4/94) to Contract G-CDA-GP2 *
16(5.1) Variable Annuity Contract Application *
16(5.2) Application for Aetna Growth Plus Group Variable, *
Fixed or Combination Annuity Contract
(Nonparticipating)
16(6) Opinion re Legality ____
16(10) Material Contracts are listed under exhibit 10 *
in the Company's Form 10-K for the fiscal year
ended December 31, 1996 (File No. 33-81010), as
filed electronically with the Commission on
March 28, 1997 (Accession No. 0000912057-97-010856).
Each of the exhibits so listed is incorporated
by reference as indicated in the Form 10-K.
16(15) Letter re unaudited interim financial information ____
16(23)(a) Consent of Independent Auditors ____
16(23)(b) Consent of Legal Counsel (Section 16(a)(6) above) *
16(24)(a) Powers of Attorney ____
16(24)(b) Certificate of Resolution Authorizing Signature *
by Power of Attorney
16(27) Financial Data Schedule ____
*Incorporated by reference
[Aetna Letterhead]
[Aetna Logo] 151 Farmington Avenue
Hartford, CT 06156
Julie E. Rockmore
November 18, 1997 Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Aetna Insurance Company of America
Post-Effective Amendment No. 2 to
Registration Statement on Form S-2, File No. 333-22723
Prospectus Title: AICA Guaranteed Account
Dear Sir:
As Counsel of Aetna Insurance Company of America (the "Company"), I have
represented the Company in connection with the AICA Guaranteed Account (the
"Guaranteed Account"), a credited interest option available under certain
variable annuity contracts, and the Form S-2 Registration Statement relating to
such account.
In connection with such representation, I have reviewed Post-Effective Amendment
No. 2 to the Registration Statement on Form S-2 for the Guaranteed Account,
including the prospectus, the prospectus supplement, and relevant proceedings of
the Board of Directors.
Based upon this review, and assuming the securities represented by the
Guaranteed Account are issued in accordance with the provisions of the
prospectus, I am of the opinion that the securities, when sold, will have been
legally issued, and will constitute a legal and binding obligation of the
Company.
I further consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 2 to the Registration Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Counsel
Aetna Insurance Company of America
Letter Re: Unaudited Interim Financial Information
Aetna Insurance Company of America
Hartford, Connecticut
Ladies and Gentlemen:
With respect to the registration statement No. 333-22723 on Post-Effective
Amendment No. 2 on Form S-2, we acknowledge our awareness of the use therein of
our reports dated May 5, 1997, August 4, 1997 and November 3, 1997 related to
our reviews of interim financial information of Aetna Insurance Company of
America.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
November 14, 1997
Consent of Independent Auditors
The Shareholder and Board of Directors of
Aetna Insurance Company of America:
We consent to the incorporation by reference in the registration statement No.
333-22723 on Post-Effective Amendment No. 2 on Form S-2 of Aetna Insurance
Company of America (the "Company") of our reports dated March 20, 1997 with
respect to the balance sheets of the Company as of December 31, 1996 and 1995,
and the related statements of income, changes in shareholder's equity, and cash
flows and the related schedule for each of the years in the three-year period
ended December 31, 1996, which reports appear in the Company's 1996 Annual
Report on Form 10-K and to the reference to our firm under the heading "Experts"
in the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
November 14, 1997
POWER OF ATTORNEY
I, the undersigned director and officer of Aetna Insurance Company of America
hereby constitute and appoint Julie E. Rockmore and Kirk P. Wickman and each of
them individually, my true and lawful attorneys, with full power to them and
each of them to sign for me, and in my name and in the capacities indicated
below, any and all amendments, to the Registration Statements listed below filed
with the Securities and Exchange Commission under the Securities Act of 1933 and
the Investment Company Act of 1940:
Registration Statements filed under the Securities Act of 1933.
33-59749
33-62481
33-63611
33-63657
33-80750
333-22723
Registration Statements filed under the Investment Company Act of 1940:
811-08582
hereby ratifying and confirming on this 24th day of October, 1997, my signature
as it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.
Signature/Title
/s/ Thomsas J. McInerney
- -------------------------------------------------------
Thomas J. McInerney
President and Director
(Principal Executive Officer)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10Q FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 1997 FOR AETNA INSURANCE COMPANY OF AMERICA AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000925988
<NAME> Aetna Insurance Company of America
<MULTIPLIER> 1,000
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
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<DEBT-HELD-FOR-SALE> 114,776
<DEBT-CARRYING-VALUE> 0
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<CASH> 13,767
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<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996 FOR AETNA INSURANCE COMPANY OF AMERICA AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000925988
<NAME> AETNA INSURANCE COMPANY AMERICA
<MULTIPLIER> 1,000
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