<PAGE> 1
As filed with the Securities and Exchange Commission on April 10, 2000
Registration No. 33-81474
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT
NO. 10 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
------------------------------
FIRST SUNAMERICA. LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York 6311 06-0992729
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Number)
organization)
733 Third Avenue, 4th Floor
New York, New York 10017
(212) S51-S440
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Susan L. Harris, Esquire
First SunAmerica Life Insurance Company
c/o SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number, including area code
of agent for service)
---------------------
Approximate date of commencement of proposed dale to the public: As
soon after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [ ] ______________
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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE> 2
VISTA CAPITAL ADVANTAGE
PROSPECTUS
DECEMBER 29, 1999
Incorporated herein by reference to Post-Effective Amendment No. 9 under
Securities Act of 1933 (the 33 Act) to Registration Statement file
No. 33-81474 filed on Form S-3 on December 22, 1999.
<PAGE> 3
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee ................................. $ 5,372.45
Printing and engraving ............................... $50,000
Legal fees and expenses .............................. $10,000
Rating agency fees ................................... $ 7,500
Miscellaneous ........................................ $10,000
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Total ............................................ $82,872.45
==========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 10-851 of the Arizona Corporations and Associations law permits the
indemnification of directors, officers, employees and agents of Arizona
corporations. Article Eight of the Company's Restated Articles of Incorporation,
as amended and restated (the "Articles") and Article Five of the Company's
By-Laws ("By-Laws") authorize the indemnification of directors and officers to
the full extent required or permitted by the Laws of the State of Arizona, now
or hereafter in force, whether such persons are serving the Company, or, at its
request, any other entity, which indemnification shall include the advance of
expenses under the procedures and to the full extent permitted by law. In
addition, the Company's officers and directors are covered by certain directors'
and officers' liability insurance policies maintained by the Company's parent.
Reference is made to section 10-851 of the Arizona Corporations and Associations
Law, Article Eight of the Articles, and Article Five of the By-Laws, which are
incorporated herein by reference.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit No. Description
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(1) Underwriting Agreement***
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession**
(3) (a) Articles of Incorporation***
(b) By-Laws***
(4) (a) Vista Capital Advantage***
Fixed and Variable Contract***
(b) Application for Contract***
(5) Opinion of Counsel re: Legality***
(6) Opinion re Discount on Capital Shares**
(7) Opinion re Liquidation Preference**
(8) Opinion re Tax Matters**
(9) Voting Trust Agreement**
(10) Material Contracts**
(11) Statement re Computation of Per Share Earnings**
(12) Statement re Computation of Ratios**
(14) Material Foreign Patents**
(15) Letter re Unaudited Financial Information**
(16) Letter re Change in Certifying Accountant**
(23) (a) Consent of Independent Accountants*
(b) Consent of Attorney***
(24) Powers of Attorney***
(25) Statement of Eligibility of Trustee**
(26) Invitation for Competitive Bids**
(27) Financial Data Schedule****
(28) Information Reports Furnished to State
Insurance Regulatory Authority**
(29) Other Exhibits**
* Filed Herewith
** Not Applicable
*** Incorporated by Reference to Post-
Effective Amendment No. 5 to
Registration Statement No. 33-81474
on Form S-1 filed on 12-24-97.
**** Incorporated by Reference to
Post-Effective Amendment No. 7 to
Registration Statement No. 33-81474
on Form S-1 filed on 12-24-98.
<PAGE> 4
Item 17. Undertakings.
The undersigned registrant, First SunAmerica Life Insurance
Company, hereby undertakes:
(1) To file, during any period in which offers or sales 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 hereof) which. individually or in the
aggregate, represents a fundamental change in the
information in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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; and
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.
<PAGE> 5
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California on this 6th
day of April, 2000.
By: FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
---------------------------------------
Jay S. Wintrob
Executive Vice President
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
ELI BROAD* President, Chief Executive
--------------------- Officer, & Chairman of Board
Eli Broad Principal Executive Officer)
MARC H. GAMSIN* Director and
--------------------- Senior Vice President
Marc H. Gamsin
N. SCOTT GILLIS* Director and
--------------------- Senior Vice President
N. Scott Gillis
JAMES R. BELARDI* Director
---------------------
James R. Belardi
JANA W. GREER* Director
---------------------
Jana W. Greer
/s/ SUSAN L. HARRIS Director April 6, 2000
---------------------
Susan L. Harris
/s/ GREGORY M. OUTCALT Senior Vice President
--------------------- & Controller
Gregory M. Outcalt
THOMAS W. BAXTER* Director
----------------------
Thomas W. Baxter
VICKI E. MARMORSTEIN* Director
----------------------
Vicki E. Marmorstein
MARJORY K. NEALE* Director
----------------------
Marjory K. Neale
LESTER POLLACK* Director
----------------------
Lester Pollack
DEBBIE POTASH-TURNER* Director
----------------------
Debbie Potash-Turner
RICHARD D. ROHR* Director
----------------------
Richard D. Rohr
</TABLE>
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<TABLE>
<S> <C> <C>
JAY S. WINTROB* Director
- ---------------------
Jay S. Wintrob
*By: /s/ SUSAN L. HARRIS Attorney-in-Fact
-------------------
Susan L. Harris
</TABLE>
Date: April 6, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- -------- -----------
<S> <C>
(23)(a) Consent of Independent Accountants
(24) Power of Attorney
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 9, 1998 appearing on page F-2 of First SunAmerica Life Insurance
Company's Annual Report on Form 10-K for the year ended September 30, 1998. We
also consent to the incorporation by reference in such Prospectus of our report
dated March 11, 1999, relating to the statement of assets acquired and
liabilities assumed in the MBL Life Assurance Corporation transaction at
December 31, 1998, appearing on page 8 of Anchor National Life Insurance
Company's Current Report on Form 8-K/A dated March 12, 1999. We also consent to
the reference to us under the heading "Independent Accountants" in such
Prospectus.
PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers LLP
Los Angeles, California
April 7, 2000
<PAGE> 1
EXHIBIT (24)
POWER-OF-ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
hereby constitutes and appoints SUSAN L. HARRIS AND CHRISTINE A. NIXON or each
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
as fully to all intents as he might or could do in person, including
specifically, but without limiting the generality of foregoing, to (i) take any
action to comply with any rules, regulations or requirements of the Securities
and Exchange Commission under the federal securities laws; (ii) make
application for and secure any exemptions from the federal securities laws;
(iii) register additional annuity contracts under the federal securities laws,
if registration is deemed necessary. The undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents or any of them, or their
substitutes, shall do or cause to be done by virtue thereof.
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacity and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GREGORY M. OUTCALT Senior Vice President & April 6, 2000
- ---------------------- Controller
Gregory M. Outcalt
