Filed with the Securities and Exchange Commission on October 13, 2000
Registration No. 33-88362 Investment Company Act No. 811-8884
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-effective Amendment No. 6
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 3 SUB-ACCOUNTS)
(Exact Name of Registrant)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Name of Depositor)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 , TEL. #: (203) 926-1888
(Address of Depositor's Principal Executive Offices and
Depositor's Telephone Number
M. PRISCILLA PANNELL, CORPORATE SECRETARY
One Corporate Drive, Shelton, Connecticut 06484
(Name and Address of Agent for Service of Process)
Copy To:
SCOTT K. RICHARDSON, ESQ.
SENIOR COUNSEL
One Corporate Drive, Shelton, CT 06484 (203) 925-3830
Approximate Date of Proposed Sale to the Public:
October 23, 2000 or as soon as practicable after the effective date
of this Registration Statement.
It is proposed that this filing become effective: (check appropriate space) ___
___ immediately upon filing pursuant to paragraph (b) of Rule 485.
X on October 23, 2000 pursuant to paragraph (b) of Rule 485.
___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485.
___ on ___________pursuant to paragraph (a)(i) of Rule 485.
___ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
___ on ___________ pursuant to paragraph (a)(ii) of Rule 485.
___ If checked, this post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
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American Skandia Life Assurance
Corporation Annuity Contracts Indefinite* Indefinite* $0
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*Pursuant to Rule 24f-2 of the Investment Company Act of 1940
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act of
1940. The Rule 24f-2 Notice for Registrant's fiscal year 1999 was filed within
90 days of the close of the fiscal year.
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Gal3
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No.
33-88362 for the purpose of including in the Registration Statement a Prospectus
Supplement which adds a new variable sub-account to the variable annuity
contract described in the registration statement, announces a fund substitution
and amends certain other disclosure in the registration statement. Other than as
set forth herein, the Post-Effective Amendment does not amend or delete any
other part of this Registration Statement.
GAL3
Supplement to Prospectus Dated May 1, 2000
Supplement dated October 23, 2000
This Supplement should be retained with the current Prospectus for your variable
annuity contract issued by American Skandia Life Assurance Corporation
("American Skandia"). If you do not have a current prospectus, please contact
American Skandia at 1-800-SKANDIA.
A. NOTICE OF SUBSTITUTION
American Skandia has filed an exemptive application with the Securities and
Exchange Commission ("SEC") to substitute the following "Replaced
Portfolio/Sub-Account" with the "Substitute Portfolio/Sub-account". The Replaced
Portfolio/Sub-account described below is only available until the effective date
of the Substitution, at which time it will cease to be offered as an investment
options. The Substitute Portfolio/Sub-account is only available as of the date
of the Fund Substitution and is only available to those Contract Owners affected
by the Fund Substitution.
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REPLACED PORTFOLIO/SUB-ACCOUNT SUBSTITUTE PORTFOLIO/SUB-ACCOUNT
--------------------------------------------------------- ---------- ---------------------------------------------------------------
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Alger American MidCap Growth portfolio of The Alger American AST Alger Mid-Cap Growth portfolio of American Skandia
Fund/AA MidCap Growth Sub-account Trust/AST Alger Mid-Cap Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
The Alger American Fund - MidCap Growth: seeks long-term AST Alger Mid-Cap Growth: seeks long-term capital growth.
capital appreciation. The Portfolio focuses on midsize The Portfolio invests primarily in equity securities, such
companies with promising growth potential. Under normal as common or preferred stocks, that are listed on U.S.
circumstances, the Portfolio invests primarily in the equity exchanges or in the over-the-counter market. Under normal
securities of companies having a market capitalization within circumstances, the Portfolio invests primarily in the
the range of companies in the S&P MidCap 400 Index equity securities of companies having a market
capitalization within the range of companies in the S&P
MidCap 400 Index.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
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We expect to receive the SEC Exemptive Order and complete the Substitution by
the end of November 2000. Those Contract Owners effected by the Substitution
will receive additional information from American Skandia notifying them of
their rights under the SEC Exemptive Order.
For a 30 day period following the Substitution, Contract Owners will be allowed
to transfer Account Value out of the Replaced Portfolio/Sub-account to any other
investment options available under the Annuity. Any such transfers during this
period will not count in determining whether the maximum number of free
transfers has been exceeded. Additionally, the transfer of Account Value from
the Replaced Portfolio/Sub-account to the Substitute Portfolio/Sub-account would
also not be subject to a transfer fee nor count in determining whether the
maximum number of free transfers have been exceeded. The Substitution will not
affect your rights or our obligations under the Annuity and American Skandia
will bear any expenses in connection with the Substitution.
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B. ADDITIONAL VARIABLE INVESTMENT OPTION
The underlying Portfolio shown below is being offered as a Sub-account under
your Annuity.
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Underlying Mutual Fund Portfolio Annual Expenses
(as a percentage of the average net assets of the underlying Portfolios)
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--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
Management Other 12b-1 Fees Total Annual Fee Net
Fees Expenses Portfolio Waivers and Annual
UNDERLYING PORTFOLIO Operating Expense Fund
Expenses Reimbursement 1 Operating
Expenses
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
American Skandia Trust: 2
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AST Alger Mid-Cap Growth 3 0.80% 0.23% 0.00% 1.03% 0.18% 0.85%
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1 The Investment Manager of American Skandia Trust has agreed to reimburse
and/or waive fees for certain Portfolios until at least April 30, 2001. The
caption "Total Annual Fund Operating Expenses" reflects the Portfolios'
fees and expenses before such waivers and reimbursements, while the caption
"Net Annual Fund Operating Expenses" reflects the effect of such waivers
and reimbursements.
2 American Skandia Trust (the "Trust") adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
to permit an affiliate of the Trust's Investment Manager to receive
brokerage commissions in connection with purchases and sales of securities
held by Portfolios of the Trust, and to use these commissions to promote
the sale of shares of such Portfolios. The staff of the Securities and
Exchange Commission takes the position that commission amounts received
under the Distribution Plan should be reflected as distribution expenses of
the Portfolios. The Portfolios would pay the same or comparable commission
amounts irrespective of the Distribution Plan; accordingly, total returns
for the Portfolios are not expected to be adversely affected. The
Distribution Fee estimates are derived from data regarding each Portfolio's
brokerage transactions, and the proportions of such transactions directed
to selling dealers, for the period ended December 31, 1999. However, it is
not possible to determine with accuracy actual amounts that will be
received under the Distribution Plan. Such amounts will vary based upon the
level of a Portfolio's brokerage activity, the proportion of such activity
directed under the Distribution Plan, and other factors.
3 This Portfolio commenced operations in October 2000, however, it is only
available as of the date of the Fund Substitution and is only available to
those Contract Owners affected by the Fund Substitution. "Other Expenses"
and "12b-1 Fees" shown are based on estimated amounts for the fiscal year
ending December 31, 2000.
EXPENSE EXAMPLES
The Expense Example shown below is being added with respect to the new Portfolio
that is being offered as a Sub-account under your Annuity.
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Expense Examples
(amounts shown are rounded to the nearest dollar)
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If you surrender your Annuity at the end of If you do not surrender your Annuity
the applicable time period, and your Account at the end of the applicable time
Value is $50,000 or higher, so that the period or begin taking annuity
annual maintenance fee does not apply, you payments at such time, and your
would pay the following expenses on a $1,000 Account Value is $50,000 or higher,
investment, assuming 5% annual return on so that the annual maintenance fee
assets: does not apply, you would pay the
following expenses on a $1,000
investment, assuming 5% annual return
on assets:
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After: After:
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------------------------------------------ --------- ---------- --------- ---------- ------ ---------- ---------- --------- --------
Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------ --------- ---------- --------- ---------- ------ ---------- ---------- --------- --------
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AST Alger Mid-Cap Growth 3 59 79 101 218 19 59 101 218
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Expense Examples
(amounts shown are rounded to the nearest dollar)
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-------------------------------------------- ------- ----------------------------------------
If you surrender your Annuity at the end If you do not surrender your Annuity
of the applicable time period, and your at the end of the applicable time
Account Value is lower than $50,000, so period or begin taking annuity
that the maintenance fee applies, you payments at such time, and your
would pay the following expenses on a Account Value is lower than $50,000,
$1,000 investment, assuming 5% annual so that the maintenance fee applies,
return on assets: you would pay the following expenses
on a $1,000 investment, assuming 5%
annual return on assets:
-------------------------------------------- ------- ----------------------------------------
After: After:
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------------------------------------------ --------- ---------- --------- ---------- ------ ---------- ---------- --------- --------
Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------ --------- ---------- --------- ---------- ------ ---------- ---------- --------- --------
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AST Alger Mid-Cap Growth 3 61 85 111 236 21 65 111 236
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C. PORTFOLIO/SUB-ACCOUNT NAME CHANGES
1. Effective August 8, 2000 T. Rowe Price International, Inc. became the new
portfolio sub-advisor for the AST T. Rowe Price Global Bond portfolio.
D. MAXIMUM NUMBER OF FREE TRANSFERS
The maximum number of transfers you can make between investment options each
Annuity Year without being subject to a Transfer Fee is increased from twelve
(12) to twenty (20).
E. PARTIAL EXCHANGES
TAX CONSIDERATIONS
The following paragraph replaces the corresponding paragraph under the Tax
Considerations section in your Annuity prospectus:
Special rules in relation to tax-free exchanges under Section 1035:
On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v. Commissioner (111 T.C. 350
(1998)) that a taxpayer's partial surrender of a non-qualified annuity contract
and direct transfer of the resulting proceeds for the purchase of a new
non-qualified annuity contract qualifies as a non-taxable exchange under Section
1035 of the Internal Revenue Code. "Acquiescence" means that the IRS accepts the
holding of the Court in a case and that the IRS will follow it in disposing of
cases with the same controlling facts. Prior to the Conway decision, industry
practice has been to treat a partial surrender of account value as fully taxable
to the extent of any gain in the contract for tax reporting purposes and to
"step-up" the basis in the contract accordingly. However with the IRS'
acquiescence in the Conway decision, partial surrenders may be treated in the
same way as tax-free 1035 exchanges of entire contracts, therefore avoiding
current taxation of any gains in the contract as well as the 10% IRS tax penalty
on pre-age 59 1/2 withdrawals. The IRS reserved the right to treat transactions
it considers abusive as ineligible for this favorable partial 1035 exchange
treatment. We do not know what transactions may be considered abusive. For
example, we do not know how the IRS may view early withdrawals or annuitizations
after a partial exchange. As of the date of this prospectus supplement, we will
treat a partial surrender of this type as a "tax-free" exchange for future tax
reporting purposes, except to the extent that we, as a reporting and withholding
agent, believe that we would be expected to deem the transaction to be abusive.
However, some insurance companies may not recognize these partial surrenders as
tax-free exchanges and may report them as taxable distributions to the extent of
any gain distributed as well as subjecting the taxable portion of the
distribution to the 10% IRS early distribution penalty. We strongly urge you to
discuss any transaction of this type with your tax advisor before proceeding
with the transaction.
While the principles expressed in the Conway decision appear applicable to
partial exchanges from life insurance, there is no guidance from the Internal
Revenue Service as to whether it concurs with non-recognition treatment under
Section 1035 of the Code for such transactions. We will continue to report a
partial surrender of a life insurance policy as subject to current taxation to
the extent of any gain. In addition, please be cautioned that no specific
guidance has been provided as to the impact of such a transaction for the
remaining life insurance policy, particularly as to the subsequent methods to be
used to test for compliance under the Code for both the definition of life
insurance and the definition of a modified endowment contract.
GAL 3-SUPP. (10/23/2000) VAGAL3 10/23/00
PART C
OTHER INFORMATION
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Item 24. Financial Statements and Exhibits:
(a) All financial statements are included in Parts A & B of this Registration
Statement.
(b) Exhibits are attached as indicated.
(1) Copy of the resolution of the board of directors of Depositor
authorizing the establishment of the Registrant for Separate
Account B filed via EDGAR with Post-Effective Amendment No. 6
to Registration Statement No. 33-87010, filed March 2, 1998.
(2) Not applicable. American Skandia Life Assurance Corporation
maintains custody of all assets.
(3) (a) Form of revised Principal Underwriting Agreement between
American Skandia Life Assurance Corporation and Skandia Life
Equity Sales Corporation filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010, filed
March 2, 1998.
(b) Form of Revised Dealer Agreement filed via EDGAR with
Post-Effective Amendment No. 7 to Registration Statement No.
33-87010, filed April 24, 1998.
(4) (a) Copy of the form of the Annuity filed via Edgar
with Post-Effective Amendment No. 13 to Registration
Statement No. 33-44436, filed April 29, 1997.
(b) Copy of Guaranteed Minimum Death Benefit Endorsement
filed via EDGAR with Post-Effective Amendment No. 8 to
Registration Statement No. 33-87010, filed April 26, 1999.
(c) Copy of Performance-related Benefits and First Year
Credits Endorsement filed via EDGAR with Post- Effective
Amendment No. 8 to Registration Statement No. 33-87010, filed
April 26, 1999.
(5) A copy of the application form used with the Annuity
(previously filed in Pre-Effective Amendment No. 1 to this
Registration Statement, filed April 20, 1995). FILED VIA EDGAR
with Post-Effective Amendment No. 3 to this Registration
Statement No. 33-88362, filed April 27, 1998.
(6) (a) Copy of the certificate of incorporation of American
Skandia Life Assurance Corporation filed via EDGAR with
Post-Effective Amendment No. 6 to Registration Statement No.
33-87010, filed March 2, 1998.
(b) Copy of the By-Laws of American Skandia Life Assurance
Corporation filed via EDGAR with Post-Effective Amendment No.
6 to Registration Statement No. 33-87010, filed March 2, 1998.
(7) Not applicable.
(8) Agreements between Depositor and:
(a) American Skandia Trust filed via EDGAR with
Post-effective Amendment No. 4 to Registration
Statement No. 33-87010, filed February 25, 1997 (At
such time, what later became American Skandia Trust
was known as the Henderson Global Asset Trust).
(b) Form of Sales Agreement between Depositor and The
Galaxy VIP Fund filed via EDGAR with Post-Effective
Amendment No. 3 to this Registration Statement No.
33-88362, filed April 27, 1998.
(c) The Alger American Fund filed via EDGAR with
Post-Effective Amendment No. 6 to Registration
Statement No. 33-87010, filed March 2, 1998.
(d) The Montgomery Funds III filed via EDGAR in the
Initial Registration Statement to Registration
Statement No. 333-08853, filed July 25, 1996.
(9) Opinion and consent of Counsel filed via EDGAR with
Post-Effective Amendment No. 5 to this Registration Statement
No. 33-88362, filed April 26, 2000.
(10) Consent of Ernst & Young LLP. FILED HEREWITH
(11) Not applicable.
(12) Not applicable.
(13) Calculation of Performance Information for Advertisement of
Performance filed via EDGAR with Post-Effective Amendment No.
2 to this Registration Statement No. 33-88362, filed April 30,
1997.
(14) Financial Data Schedule
Item 25. Directors and Officers of the Depositor: The Directors and Officers of
the Depositor are shown in Part A.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant: The Depositor does not directly or indirectly control any person.
The following persons are under common control with the Depositor by American
Skandia Inc.:
(1) American Skandia Information Services and Technology
Corporation (ASIST): The organization is a general business
corporation organized in the State of Delaware. Its primary
purpose is to provide various types of business services to
American Skandia Inc. and all of its subsidiaries including
computer systems acquisition, development and maintenance,
human resources acquisition, development and management,
accounting and financial reporting services and general office
services.
(2) American Skandia Marketing, Incorporated (ASM, Inc.): The
organization is a general business corporation organized in
the State of Delaware. It was formed primarily for the purpose
of acting as a broker-dealer in securities. It acts as the
principal "underwriter" of annuity contracts deemed to be
securities, as required by the Securities and Exchange
Commission, which insurance policies are to be issued by
American Skandia Life Assurance Corporation. It provides
securities law supervisory services in relation to the
marketing of those products of American Skandia Life Assurance
Corporation registered as securities. It also provides such
services in relation to marketing of certain public mutual
funds. It also has the power to carry on a general financial,
securities, distribution, advisory, or investment advisory
business; to act as a general agent or broker for insurance
companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial
efficiency and operation.
(3) American Skandia Investment Services, Incorporated (ASISI):
The organization is a general business corporation organized
in the state of Connecticut. The organization is authorized to
provide investment service and investment management advice in
connection with the purchasing, selling, holding or exchanging
of securities or other assets to insurance companies,
insurance-related companies, mutual funds or business trusts.
It's primary role is expected to be as investment manager for
certain mutual funds to be made available primarily through
the variable insurance products of American Skandia Life
Assurance Corporation.
(4) Skandia Vida: This subsidiary of American Skandia Life
Assurance Corporation was organized in March, 1995, and began
operations in July, 1995. It offers investment oriented life
insurance products designed for long-term savings through
independent banks and brokers.
Item 27. Number of Contract Owners: As of December 31, 1999, there were 6,637
owners of Annuities.
Item 28. Indemnification: Under Section 33-320a of the Connecticut General
Statutes, the Depositor must indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses including
attorneys' fees, for actions brought or threatened to be brought against him in
his capacity as a director or officer when certain disinterested parties
determine that he acted in good faith and in a manner he reasonably believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful. The director or officer must also be indemnified when
he is successful on the merits in the defense of a proceeding or in
circumstances where a court determines that he is fairly and reasonable entitled
to be indemnified, and the court approves the amount. In shareholder derivative
suits, the director or officer must be finally adjudged not to have breached
this duty to the Depositor or a court must determine that he is fairly and
reasonably entitled to be indemnified and must approve the amount. In a claim
based upon the director's or officer's purchase or sale of the Registrants'
securities, the director or officer may obtain indemnification only if a court
determines that, in view of all the circumstances, he is fairly and reasonably
entitled to be indemnified and then for such amount as the court shall
determine. The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of indemnification, consistent
with Connecticut Law.
The foregoing statements are subject to the provisions of Section 33-320a.
Directors and officers of ASLAC and ASM, Inc. can also be indemnified pursuant
to indemnity agreements between each director and officer and American Skandia
Inc., a corporation organized under the laws of the state of Delaware. The
provisions of the indemnity agreement are governed by Section 45 of the General
Corporation Law of the State of Delaware.
The directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers liability insurance policy issued by an unaffiliated insurance
company to Skandia Insurance Company Ltd., their ultimate parent. Such policy
will reimburse ASLAC or ASM, Inc., as applicable, for any payments that it shall
make to directors and officers pursuant to law and, subject to certain
exclusions contained in the policy, will pay any other costs, charges and
expenses, settlements and judgments arising from any proceeding involving any
director or officer of ASLAC or ASM, Inc., as applicable, in his or her past or
present capacity as such.
Registrant hereby undertakes as follows: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of Registrant pursuant
to the foregoing provisions, or otherwise, 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, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of 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, unless in the opinion
of Registrant's counsel the matter has been settled by controlling precedent,
Registrant will 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) At present, ASM, Inc. acts as principal underwriter only for annuities to
be issued by ASLAC.
(b) Directors and officers of ASM, Inc.
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Name and Principal Business Address Position and Offices with Underwriter
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Patricia J. Abram Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lori Allen Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kimberly Anderson Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Gordon C. Boronow Deputy Chief Executive Officer
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Robert Brinkman Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Carl Cavaliere Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Y.K. Chan Senior Vice President and
American Skandia Life Assurance Corporation Chief Information Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Kathleen A. Chapman Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lucinda C. Ciccarello Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lincoln R. Collins Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
<PAGE>
Timothy S. Cronin Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Wade A. Dokken President and Chief Executive Officer
American Skandia Life Assurance Corporation and Chairman of the Board of Directors
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Jacob Herchler Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Ian Kennedy Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Thomas M. Mazzaferro Executive Vice President,
American Skandia Life Assurance Corporation Chief Financial Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
David R. Monroe Senior Vice President,
American Skandia Life Assurance Corporation Treasurer and
One Corporate Drive, P.O. Box 883 Corporate Controller
Shelton, Connecticut 06484-0883
Michael A. Murray Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Carl E. Oberholtzer Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Brian O'Connor Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
William O'Loughlin Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
M. Priscilla Pannell Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kathleen A. Pritchard Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Polly Rae Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Rebecca Ray Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Hayward L. Sawyer Senior Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Leslie S. Sutherland Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Amanda C. Sutyak Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Christian W. Thwaites Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Mary Toumpas Vice President and
American Skandia Life Assurance Corporation Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Bayard F. Tracy Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Deborah G. Ullman Senior Vice President
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Derek Winegard Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Brett M. Winson Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
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Item 30. Location of Accounts and Records: Accounts and records are maintained
by ASLAC at its principal office in Shelton, Connecticut.
Item 31. Management Services: None
Item 32. Undertakings:
(a) Registrant hereby undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old so long as payments under the annuity contracts may be accepted and
allocated to the Sub-accounts of Separate Account B.
(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract offered by the prospectus, a space
that an applicant or enrollee can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.
(c)Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this form promptly upon written or oral request.
(d) American Skandia Life Assurance Corporation ("Depositor") hereby represents
that the aggregate fees and charges under the annuity contracts are reasonable
in relation to the services rendered, the expenses expected to be incurred and
the risks assumed by the Depositor.
EXHIBITS
As noted in Item 24(b), various exhibits are incorporated by
reference or are not applicable. The exhibits included are as
follows:
No. 10 Consent of Ernst & Young LLP
SIGNATURES
As equired by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of the Registration Statement and has duly caused
this Registration Statement to be signed on its behalf, in the Town of Shelton
and State of Connecticut, on this 13th day of October, 2000.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 3 SUB-ACCOUNTS)
Registrant
By: American Skandia Life Assurance Corporation
<TABLE>
<S> <C> <C> <C> <C>
By: /s/ Kathleen A. Chapman Attest: /s/Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Depositor
By: /s/ Kathleen A. Chapman Attest: /s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
(Principal Executive Officer)
Wade A. Dokken* President and Chief Executive Officer, October 13, 2000
Wade A. Dokken Chairman of the Board and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and October 13, 2000
Thomas M. Mazzaferro Chief Financial Officer
/s/ David R. Monroe Senior Vice President, Treasurer October 13, 2000
David R. Monroe and Corporate Controller
(Board of Directors)
Patricia Abram*** Gordon C. Boronow* Malcolm M. Campbell*
Patricia Abram Gordon C. Boronow Malcolm M. Campbell
Wade A. Dokken* Y.K. Chan*** Lincoln R. Collins*
Wade A. Dokken Y.K. Chan Lincoln R. Collins
Ian Kennedy*** Thomas M. Mazzaferro* Gunnar Moberg*
Ian Kennedy Thomas M. Mazzaferr Gunnar Moberg
Christian Thwaites*** Bayard F. Tracy* Deborah G. Ullman***
Christian Thwaites Bayard F. Tracy Deborah G. Ullman
Brett M. Winson**
Brett M. Winson
</TABLE>
*/**/***By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
[FN]
*Pursuant to Powers of Attorney previously filed with Initial Registration
Statement No. 333-25733
**Pursuant to Power of Attorney filed with Post-Effective Amendment No.4
to Registration Statement No. 333-25733
***Pursuant to Powers of Attorney filed with Post-Effective Amendment No.
11 to Registration Statement No. 33-87010
</FN>
