<PAGE> 1
As filed with the Securities and Exchange Commission on December 24, 1996
Registration Nos. 33-89028
811-8964
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 3 [x]
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [x]
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IL ANNUITY AND INSURANCE CO.
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SEPARATE ACCOUNT 1
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(Exact Name of Registrant)
IL ANNUITY AND INSURANCE COMPANY
--------------------------------
(Name of Depositor)
2960 North Meridian Street, Indianapolis, Indiana 46208
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(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code:
(317) 927-6500
<TABLE>
<S> <C>
Name and Address of Agent for Service: Copy to:
Margaret M. McKinney, Esq. Stephen E. Roth, Esquire
Vice President, General Counsel and Secretary Sutherland, Asbill & Brennan, L.L.P.
Indianapolis Life Insurance Company 1275 Pennsylvania Avenue, N.W.
2960 North Meridian Street Washington, D.C. 20004-2404
Indianapolis, Indiana 46208
</TABLE>
Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.
DECLARATION PURSUANT TO RULE 24f-2
An indefinite amount of securities has been registered under the Securities Act
of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940 in
connection with the separate account. The Rule 24f-2 Notice for the fiscal
year ending December 31, 1995 was filed with the Commission on February 23,
1996.
-------------------
It is proposed that this filing will become effective:
[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) of Rule 485
[ ] on _____________ pursuant to paragraph (a) of the Rule 485
<PAGE> 2
This post-effective amendment is being filed solely to satisfy the requirements
of new Section 26(e)(2)(A) under the Investment Company Act of 1940.
Registrant's previously-filed registration statement, Post-Effective Amendment
No. 2 to Registration Statement on Form N-4 (File Nos. 33-89028; 811-8964)
dated October 23, 1996, is incorporated by reference herein in its entirety.
In addition, the following undertaking is added to Item 32 in Part C:
(e) IL Annuity and Insurance Company ("IL Annuity") hereby represents that
the fees and charges deducted under the Contracts, in the aggregate,
are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by IL Annuity.
<PAGE> 3
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, IL Annuity and Insurance Co. Separate Account 1,
certifies that it meets all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 3 to its Registration
Statement to be signed on its behalf by the undersigned, in the City of
Indianapolis, and the State of Indiana, on this 23rd day of December, 1996.
IL ANNUITY AND INSURANCE CO.
SEPARATE ACCOUNT 1 (Registrant)
Attest: /s/ Margaret M. McKinney By: /s/ Gregory J. Carney
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Margaret M. McKinney Gregory J. Carney
President
By: IL ANNUITY AND INSURANCE
COMPANY (Depositor)
Attest: /s/ Margaret M. McKinney By: /s/ Gregory J. Carney
------------------------- ----------------------
Margaret M. McKinney Gregory J. Carney
President
As required by the Securities Act of 1933, this 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>
- ---------------------------* Chairman of the Board and December 23, 1996
Larry R. Prible Director
- ---------------------------* President, Chief Executive December 23, 1996
Gregory J. Carney Officer and Director
- ---------------------------* Treasurer December 23, 1996
Gene E. Trueblood (Principal Financial Officer)
- ---------------------------* Controller December 23, 1996
Richard G. Darragh (Chief Accounting Officer)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
- ---------------------------* Secretary and Director December 23, 1996
Margaret M. McKinney
- ---------------------------* Director December 23, 1996
William L. Boyd
- ---------------------------* Director December 23, 1996
John J. Fahrenbach
- ---------------------------* Director December 23, 1996
Garrett P. Ryan
</TABLE>
/s/ Margaret M. McKinney On December 23, 1996, as Attorney-in-Fact
- -------------------------- pursuant to powers of attorney previously
* By Margaret M. McKinney filed and filed herewith, and in her own
capacity as Secretary and Director.
<PAGE> 5
EXHIBIT INDEX
(10) (a) Consent of Sutherland, Asbill & Brennan, L.L.P.
(b) Consent of Ernst & Young LLP.
<PAGE> 1
Exhibit 10(a)
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20007
December 23, 1996
Board of Directors
IL Annuity and Insurance Company
2960 North Meridian Street
Indianapolis, Indiana 46208
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Information filed as part of the
Post-Effective Amendment No. 3 to the registration statement on Form N-4 for IL
Annuity and Insurance Co. Separate Account 1. In giving this consent, we do
not admit that we are in the category of the persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ Stephen E. Roth
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Stephen E. Roth
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[ERNST & YOUNG LLP LETTERHEAD]
Exhibit 10(b)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference into Post Effective Amendment No.
3 to the Registration Statement (Form N-4 No. 33-89028) of the reference to
our firm under the caption "Experts" and to the use of our reports dated March
22, 1996 and April 9, 1996, in Post Effective Amendment No. 2 to the
Registration Statement (Form N-4 No. 33-89028) and related Statement of
Additional Information of IL Annuity and Insurance Co. Separate Account 1 dated
October 22, 1996.
/s/ Ernst & Young LLP
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December 23, 1996
