AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CLA 3 SUB ACCT
485BPOS, 2000-06-16
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       Filed with the Securities and Exchange Commission on June 16, 2000

Registration No. 33-86866                    Investment Company Act No. 811-8884
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4


             Registration Statement under The Securities Act of 1933
                         Post-effective Amendment No. 8
                                       and
         Registration Statement under The Investment Company Act of 1940
                                 Amendment No. 8


         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:

                            T. RICHARD KENNEDY, ESQ.
                                 GENERAL COUNSEL
              One Corporate Drive, Shelton, CT 06484 (203) 925-6922

                Approximate Date of Proposed Sale to the Public:

June  15,  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)

      _X_ immediately upon filing pursuant to paragraph (b) of Rule 485.
      ___ on ____________ pursuant to paragraph (b) of  Rule  485.
      ___ 60 days after filing  pursuant  to  paragraph  (a)(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.

================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
<S>                              <C>                 <C>                   <C>                   <C>
                                                     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
------------------------------------------------------------------------------------------------------------------------------------

American Skandia Life Assurance
Corporation Annuity Contracts     Indefinite*        Indefinite*                                       $0
====================================================================================================================================
</TABLE>
         *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.

--------------------------------------------------------------------------------










                                      NOTE

Registrant is filing this Post-Effective Amendment to Registration Statement No.
33-86866  solely 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.  Other than as set
forth herein,  the  Post-Effective  Amendment does not amend or delete any other
part of this Registration Statement.


<PAGE>


ASI-SUPP. (06/15/2000)                  1                            VAASI 06/15





                                  Supplement to
             American Skandia ImpactSM Prospectus Dated May 1, 2000
                         Supplement dated June 15, 2000

This  Supplement  modifies the  above-referenced  prospectus  by adding  certain
information about a new variable  investment  option.  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.

                      ADDITIONAL VARIABLE INVESTMENT OPTION

Effective July 3, 2000, the underlying Portfolio shown below is being offered as
a  Sub-account  under  your  Annuity.  You may not  make  an  allocation  to the
Sub-account until July 3, 2000.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                           Underlying Mutual Fund Portfolio Annual Expenses
                               (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------- ---------------- ------------- ------------ ----------------- ------------- ----------

                                                Management      Other         12b-1         Total Annual     Fee           Net
            UNDERLYING PORTFOLIO                   Fees         Expenses1       Fees         Portfolio        Waivers      Annual
                                                                                             Operating          and        Fund
                                                                                              Expenses        Expense      Operating
                                                                                                          Reimbursement2  Expenses2

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>             <C>            <C>
First Trust(R)10 Uncommon Values                   0.60%          144.82%       0.25%          145.67%         144.30%        1.37%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1    Included  in the  charge for Other  Expenses  is a fee of 0.325% of average
     daily  net  assets  paid  to   American   Skandia  to   reimburse   it  for
     administrative costs.
2    The percentages  shown for the Portfolio are based on estimated amounts for
     the current  fiscal  year.  Actual  expenses  may be greater or lesser than
     those shown. The investment  advisor has agreed to waive fees and reimburse
     expenses  through  September  30,  2001 in order to  prevent  Total  Annual
     Portfolio   Operating   Expenses   (excluding    brokerage   expenses   and
     extraordinary  expenses) from exceeding the amount shown above based on the
     average daily net asset value of the respective Portfolio.

EXPENSE EXAMPLES

The Expense  Example  shown below is being added for the new  Portfolio  that is
being offered as a Sub-account under your Annuity as of July 3, 2000.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
------------------------------------------------------------------------------------------------------------------------------------

                                         -------------------------------------------- ----- ----------------------------------------
                                         If you  surrender  your  Annuity at the                If  you  do  not  surrender   your
                                         end of the applicable time period, you                 Annuity at the end of the applicable
                                         would pay the following  expenses on  a                time period or begin taking annuity
                                         $1,000  investment,  assuming 5% annual                payments at such time, you would pay
                                         return on assets:                                      the  following  expenses on a $1,000
                                                                                               investment, assuming 5% annual return
                                                                                                on assets:
                                         -------------------------------------------- ----- ----------------------------------------


After:                                                                                 After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------------- ---------- --------- ----------
<S>                                          <C>       <C>        <C>       <C>           <C>        <C>        <C>       <C>
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years      1 Year     3 Years    5 Years   10 Years
--------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- -- ---------- ---------- --------- ----------
First Trust(R)10 Uncommon Values                 85        126       170        277           25         76        130        277
-------------------------------------------- --------- ---------- --------- ---------- -- ---------- ---------- --------- ----------
</TABLE>



<PAGE>


The following  underlying Portfolio is being added to the section entitled "What
are the Investment Objectives and Policies of the Portfolios?"

INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

--------------------------------------------------------------------------------

The First Trust(R) 10 Uncommon Values  Portfolio of the First Defined  Portfolio
Fund LLC invests in the securities of a relatively few number of issuers.  Since
the assets of the Portfolio are invested in a limited number of issuers, the net
asset  value  of the  Portfolio  may be more  susceptible  to a  single  adverse
economic,  political or regulatory occurrence. The Portfolio may also be subject
to additional  market risk due to its policy of investing based on an investment
strategy and  generally  not buying or selling  securities in response to market
fluctuations.  The  Portfolio's  relative lack of diversity and limited  ongoing
management may subject Owners to greater market risk than other portfolios.

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

------------------- -------------------------------------------------------------------------------------------- -------------------
                                                                                                                       PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                      ADVISOR/
       TYPE                                                                                                           SUB-ADVISOR
------------------- -------------------------------------------------------------------------------------------- -------------------
------------------- -------------------------------------------------------------------------------------------- -------------------
<S>                <C>                                                                                           <C>
                    First   Trust(R)10   Uncommon   Values:   seeks  to  provide
                    above-average  capital  appreciation.  The Portfolio pursues
                    its  objective  by  investing  primarily  in the ten  common
                    stocks selected by the Investment Policy Committee of Lehman
                    Brothers Inc. ("Lehman Brothers") with the assistance of the                                  First Trust
    STRATEGY        Research  Department  of  Lehman  Brothers  which,  in their                                  Advisors L.P.
                    opinion have the greatest potential for capital appreciation
                    during  the next  year.  The  stock  selection  date for the
                    Portfolio is on or about July 1st of each year. The holdings
                    for the Portfolio will be adjusted annually on or about July
                    1st in accordance with the selections of Lehman Brothers. At
                    that time, the percentage  relationship  among the shares of
                    each issuer held by the  Portfolio is  established.  Through
                    the next one-year  period that percentage will be maintained
                    as  closely  as   practicable   when  the  Portfolio   makes
                    subsequent purchases and sales of the securities.

------------------- ----------------------------------------------------------------------------------------- ----------------------

------------------- ----------------------------------------------------------------------------------------- ----------------------
</TABLE>

The First Trust(R) 10 Uncommon  Values  portfolio is not sponsored or created by
Lehman Brothers, Inc. ("Lehman Brothers"). Lehman Brothers' only relationship to
First Trust is the  licensing  of certain  trademarks  and trade names of Lehman
Brothers  and of the "10  Uncommon  Values"  which is  determined,  composed and
calculated  by  Lehman  Brothers  without  regard  to First  Trust or the  First
Trust(R) 10 Uncommon Values portfolio.




NIKE SUPP. (06/15/2000)                                          VA NIKE (06/15)

                                  Supplement to
            Defined Investments Annuity Prospectus Dated May 1, 2000
                          Supplement dated July 3, 2000


This  Supplement  modifies the  above-referenced  prospectus by updating the fee
table for the underlying  Portfolios to reflect  current fee waivers and expense
reimbursements.  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.

                      SUMMARY OF CONTRACT FEES AND CHARGES

Effective July 3, 2000, the Underlying Mutual Fund Portfolio Annual Expenses are
as shown below.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                           Underlying Mutual Fund Portfolio Annual Expenses
                               (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------- ---------------- ------------- ------------ ----------------- ------------- ----------
                                                Management      Other         12b-1         Total Annual     Fee          Net Annual
            UNDERLYING PORTFOLIO                   Fees         Expenses1       Fees         Portfolio        Waivers        Fund
                                                                                             Operating          and        Operating
                                                                                             Expenses         Expense      Expenses2
                                                                                                          Reimbursement2
--------------------------------------------- ---------------- ------------- ------------ ----------------- ------------- ----------
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>           <C>            <C>             <C>            <C>
The DowSM Target 5                                0.60%          215.88%       0.25%          216.73%         215.26%        1.47%
The DowSM DART 10                                 0.60%          182.94%       0.25%          183.79%         182.32%        1.47%
Global Target 15                                  0.60%          51.39%        0.25%          52.24%          50.77%         1.47%
S&P Target 10                                     0.60%          96.12%        0.25%          96.97%          95.50%         1.47%
NASDAQ Target 15                                  0.60%          90.16%        0.25%          91.01%          89.54%         1.47%
First Trust(R)10 Uncommon Values                   0.60%          144.82%       0.25%          145.67%         144.30%        1.37%
First Trust(R)Energy                               0.60%          111.63%       0.25%          112.48%         111.01%        1.47%
First Trust(R)Financial Services                   0.60%          115.60%       0.25%          116.45%         114.98%        1.47%
First Trust(R)Pharmaceutical                       0.60%          147.68%       0.25%          148.53%         147.06%        1.47%
First Trust(R)Technology                           0.60%          115.26%       0.25%          116.11%         114.64%        1.47%
First Trust(R)Internet                             0.60%          136.02%       0.25%          136.87%         135.40%        1.47%

AST Money Market                                   0.50%          0.15%         0.00%          0.65%           0.05%          0.60%
--------------------------------------------- ---------------- ------------- ------------ ----------------- ------------- ----------
</TABLE>

1    Included  in the  charge for Other  Expenses  is a fee of 0.325% of average
     daily net assets paid to American Skandia to
     reimburse it for administrative costs.
2    The  percentages  shown for each  Portfolio of the First Defined  Portfolio
     Fund LLC are based on estimated amounts for the current fiscal year. Actual
     expenses may be greater or lesser than those shown. The investment  advisor
     has agreed to waive fees and reimburse  expenses through September 30, 2001
     in order to prevent Total Annual Portfolio  Operating  Expenses  (excluding
     brokerage  expenses and extraordinary  expenses) from exceeding the amounts
     shown above based on the  average  daily net asset value of the  respective
     Portfolio.

EXPENSE EXAMPLES

The  Expense  Example  for the  Portfolio  shown below is amended to reflect the
revised Net Annual Fund Operating Expenses of the Portfolio as of July 3, 2000.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
------------------------------------------------------------------------------------------------------------------------------------

                                         -------------------------------------------- ----- ----------------------------------------

                                         -------------------------------------------- ----- ----------------------------------------
                                         If you  surrender  your  Annuity at the                If  you  do  not  surrender   your
                                         end of the applicable time period, you                 Annuity at the end of the applicable
                                         would pay the following  expenses on  a                time period or begin taking annuity
                                         $1,000  investment,  assuming 5% annual                payments at such time, you would pay
                                         return on assets:                                      the  following  expenses on a $1,000
                                                                                               investment, assuming 5% annual return
                                                                                                on assets:
                                         -------------------------------------------- ----- ----------------------------------------

                                         -------------------------------------------- ----- ----------------------------------------


After:                                                                                 After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- --- ---------- ---------- --------- ---------
<S>                                          <C>       <C>        <C>       <C>            <C>        <C>        <C>       <C>
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years       1 Year     3 Years    5 Years   10 Years
--------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- --- ---------- ---------- --------- ---------
First Trust(R)10 Uncommon Values                 85        126       170        277            25         76        130        277
-------------------------------------------- --------- ---------- --------- ---------- --- ---------- ---------- --------- ---------
</TABLE>










                                     PART C

                                OTHER INFORMATION


<PAGE>


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 American Skandia Marketing, Incorporated formerly
                           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 being 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.   2  to  this
                           Registration Statement No. 33-86866,  filed April 29,
                           1996.

                           (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 filed via
                  EDGAR  with  Post-Effective  Amendment  No. 6 to  Registration
                  Statement No. 33-87010, filed March 2, 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)      Annuity Reinsurance Agreements between Depositor and:

                           (a)  Transamerica  Occidental Life Assurance  Company
                           effective   May  1,   1995   filed   via   EDGAR   in
                           Post-Effective   Amendment  No.  3  to   Registration
                           Statement No. 33-87010, filed April 25, 1996.

                           (b)  Connecticut   General  Life  Insurance   Company
                           effective   January   1,  1995  filed  via  EDGAR  in
                           Post-Effective   Amendment  No.  3  to   Registration
                           Statement No. 33-87010, filed April 25, 1996.

         (8)     Agreements between Depositor and:

                           (a) Neuberger&Berman  Advisers Management Trust filed
                           via  EDGAR  with  Post-effective  Amendment  No. 4 to
                           Registration  Statement No. 33-87010,  filed February
                           25, 1997.

                           (b) The Alger  American  Fund  filed  via EDGAR  with
                           Post-Effective   Amendment  No.  6  to   Registration
                           Statement No. 33-87010, filed March 2, 1998.

                           (c) Agreements between Depositor and 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).

                           (d) The  Montgomery  Funds III filed via EDGAR in the
                           Initial   Registration   Statement  to   Registration
                           Statement No. 333-08853, filed July 25, 1996.

                           (e) Rydex  Variable  Trust filed via EDGAR with Post-
                           Effective  Amendment No. 8 to Registration  Statement
                           No. 33-87010, filed April 26, 1999.

                           (f) First Defined  Portfolio Fund LLC filed via EDGAR
                           with   Post-Effective   Amendment   No.  7  to  this
                           Registration Statement No. 33-86866,  filed April 26,
                           2000.

                           (g) Evergreen  Variable  Annuity filed via EDGAR with
                           Post-Effective   Amendment  No.  9  to   Registration
                           Statement No. 33-87010, filed April 26, 2000.

                           (h) INVESCO Variable Investment Funds, Inc. filed via
                           EDGAR  with   Post-Effective   Amendment   No.  9  to
                           Registration Statement No. 33-87010,  filed April 26,
                           2000.

                           (i) ProFunds VP filed via EDGAR with Post-  Effective
                           Amendment  No.  9  to   Registration   Statement  No.
                           33-87010, filed April 26, 2000.

         (9)       Opinion and consent of Counsel.                FILED HEREWITH

         (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. 33-86866, filed April 29,
                  1996.

         (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 may provide 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  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
3,003 [15] 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.

<TABLE>
<CAPTION>
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.

<S>                                                                               <C>
Name and Principal Business Address                                               Position and Offices with Underwriter
-----------------------------------                                               -------------------------------------

Patricia J. Abram                                                                 Senior Vice President and National
American Skandia Life Assurance Corporation                                       Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kimberly Anderson                                                                 Vice President, National Sales
American Skandia Life Assurance Corporation                                       Manager/Qualified Plans
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                                       National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Jan R. Carendi                                                                    Chairman of the Board
American Skandia Life Assurance Corporation                                       of Directors and
One Corporate Drive, P.O. Box 883                                                 Chief Executive Officer
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
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, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Wade A. Dokken                                                                    President and Deputy Chief
American Skandia Life Assurance Corporation                                       Executive Officer and
One Corporate Drive, P.O. Box 883                                                 Director
Shelton, Connecticut  06484-0883

Ian Kennedy                                                                       Senior Vice President,
American Skandia Life Assurance Corporation                                       Customer Service
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

T. Richard Kennedy                                                                General Counsel
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

N. David Kuperstock                                                               Vice President, Product Development
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

Eileen S. McCann                                                                  Vice President,
American Skandia Life Assurance Corporation                                       Key Accounts Marketing
One Corporate Drive, P.O. Box 883
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                                       National Sales Manager/
One Corporate Drive, P.O. Box 883                                                 American Skandia Advisor Funds
Shelton, Connecticut  06484-0883

Brian O'Connor                                                                    Vice President, National Sales
American Skandia Life Assurance Corporation                                       Manager, Internal Wholesaling
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                                       National Key Accounts/
One Corporate Drive, P.O. Box 883                                                 Financial Institutions
Shelton, Connecticut  06484-0883

Hayward L. Sawyer                                                                 Executive Vice President,
American Skandia Life Assurance Corporation                                       National Sales Manager
One Corporate Drive, P.O. Box 883                                                 and Director
Shelton, Connecticut  06484-0883

Anders O. Soderstrom                                                              Executive 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                                       National Key Accounts Manager
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 A. Thwaites                                                             Senior Vice President,
American Skandia Life Assurance Corporation                                       National Marketing 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                                       National Sales Manager and
One Corporate Drive, P.O. Box 883                                                 Director
Shelton, Connecticut  06484-0883

Deborah G. Ullman                                                                 Senior Vice President and
American Skandia Life Assurance Corporation                                       Chief Operating Officer,
One Corporate Drive, P.O. Box 883                                                 Finance and Business Operations
Shelton, Connecticut  06484-0883                                                  and Director
</TABLE>

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.

(e)  With  respect  to  the  restrictions  on  withdrawals  for  Texas  Optional
Retirement  Programs  and  Section  403(b)  plans,  we are  relying  upon:  1) a
no-action  letter dated  November 28, 1988 from the staff of the  Securities and
Exchange  Commission to the American  Council of Life  Insurance with respect to
annuities  issued under Section  403(b) of the code, the  requirements  of which
have been  complied with by us; and 2) Rule 6c-7 under the 1940 Act with respect
to annuities made available through the Texas Optional Retirement  Program,  the
requirements of which have been complied with by us.

                              EXHIBITS

         As noted in Item 24(b),  various exhibits are incorporated by reference
         or are not applicable. The exhibits included are as follows:

         No. 9    Opinion and consent of Counsel

         No. 10   Consent of Ernst & Young LLP



                                   SIGNATURES

         As required 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 the  16th day of June, 2000.

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 3 SUB-ACCOUNTS)
                                   Registrant

                 By: American Skandia Life Assurance Corporation

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.

<TABLE>
 <CAPTION>
<S>    <C>                 <C>                                                         <C>
           Signature                            Title                                       Date
                                              (Principal Executive Officer)

           Jan R. Carendi*                  Chief Executive Officer,                 June 16, 2000
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and          June 16, 2000
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                 Senior Vice President, Treasurer           June 16, 2000
            David R. Monroe                and Corporate Controller

                                                         (Board of Directors)


          Jan. R. Carendi*                  Gordon C. Boronow*                         Malcolm M. Campbell*
          ----------------                  ------------------                         --------------------
           Jan. R. Carendi                   Gordon C. Boronow                          Malcolm M. Campbell

         Henrik Danckwardt*                  Amanda C. Sutyak*                            Wade A. Dokken*
         ------------------                  -----------------                            ---------------
          Henrik Danckwardt                  Amanda C. Sutyak                             Wade A. Dokken

       Thomas M. Mazzaferro*                Gunnar Moberg*                            Bayard F. Tracy*
       ---------------------                --------------                            ----------------
        Thomas M. Mazzaferro                   Gunnar Moberg                              Bayard F. Tracy

       Anders Soderstrom*                   C. Ake Svensson*                          Lincoln R. Collins*
       ------------------                   ----------------                          -------------------
        Anders Soderstrom                     C. Ake Svensson                           Lincoln R. Collins

       T. Richard Kennedy**                 Brett M. Winson**
       --------------------                 -----------------
        T. Richard Kennedy                    Brett M. Winson


                         */**By: /s/Kathleen A. Chapman
                           ---------------------------
                               Kathleen A. Chapman
<FN>
*Pursuant to Powers of Attorney  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

</FN>
</TABLE>


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