As filed with the Securities and Exchange Commission on September 28, 2001
Registration No. 333-68138
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
Registration Statement under The Securities Act of 1933
Amendment No. 1
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 6355 41-0991508
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
1475 Dunwoody Drive
West Chester, PA 19380
(610) 425-3400
(Address and Telephone Number of registrant's principal executive office)
Linda E. Senker, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, PA 19380 1275 Pennsylvania Avenue, N.W.
(610) 425-4319 Washington, D.C. 20004-2404
(Name and Address of Agent for Service
of Process)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after the effective date of the Registration Statement.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box ................................................ [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement Nos. 333-28681, 333-76941, 333-95511
and 333-59386.
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Calculation of Registration Fee
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering price aggregate offering Amount of
registered registered(1) price per unit(1) price(1) registration fee(2)
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Annuity Contracts
(Interests in N/A N/A $0 $0
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount to be registered and the proposed
maximum offering price per unit are not applicable since these securities are
not issued in predetermined amounts or units.
(2) Amount previously registered in connection with File Nos. 333-28681,
333-76941, 333-95511 and 333-59386 were $82,500,000, $77,000,000, $165,000,000
$156,000,000 and $200,000,000, respectively, at registration fees of $25,000,
$21,406, $43,560, $39,000, and $50,000 respectively.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART I
This Registration Statement on Form S-1 for Golden American Life Insurance
Company ("Golden American") incorporates by reference the Profile and Prospectus
for Form 2 for the GoldenSelect Generations Deferred Combination Variable and
Fixed Annuity, contained in the Registration Statement on Form N-4
(Post-Effective Amendment No. 12, File Nos. 333-28679, 811-5626, filed
contemporaneously with this Registration Statement on Form S-1, on or about the
date hereof) for Golden American Separate Account B.
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UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
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For the Six Months Ended June 30, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share data)
June 30, 2001 December 31, 2000
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ASSETS
Investments:
Fixed maturities, available for sale, at fair value
(cost: 2001 - $1,226,036; 2000 - $798,751)........................ $ 1,231,210 $ 792,578
Equity securities, at fair value
(cost: 2001 - $66; 2000 - $8,611)................................... 58 6,791
Mortgage loans on real estate....................................... 150,620 99,916
Policy loans........................................................ 13,910 13,323
Short-term investments.............................................. 30,297 17,102
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Total investments...................................................... 1,426,095 929,710
Cash and cash equivalents.............................................. 140,894 152,880
Reinsurance recoverable................................................ 21,975 19,331
Reinsurance recoverable from affiliate................................. 21,400 14,642
Due from affiliates.................................................... 68 38,786
Accrued investment income.............................................. 16,364 9,606
Deferred policy acquisition costs...................................... 624,624 635,147
Value of purchased insurance in force ................................. 22,286 25,942
Current income taxes recoverable....................................... 221 511
Deferred income tax asset.............................................. 994 9,047
Property and equipment, less allowances for depreciation of
$8,298 in 2001 and $5,638 in 2000................................... 11,384 14,404
Goodwill, less accumulated amortization of $13,853 in 2001
and $11,964 in 2000................................................. 137,274 139,163
Other assets........................................................... 54,367 32,019
Separate account assets................................................ 10,370,337 9,831,489
----------- -----------
Total assets........................................................... $12,848,283 $11,852,677
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life products...................... $ 1,456,796 $ 1,062,891
Unearned revenue reserve.......................................... 6,550 6,817
Other policy claims and benefits.................................... 177 82
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1,463,523 1,069,790
Surplus notes.......................................................... 245,000 245,000
Revolving note payable................................................. 1,400 --
Due to affiliates...................................................... 15,121 19,887
Other liabilities...................................................... 111,405 69,374
Separate account liabilities........................................... 10,370,337 9,831,489
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12,206,786 11,235,540
Commitments and contingencies
Stockholder's equity:
Common stock, par value $10 per share, authorized, issued,
and outstanding 250,000 shares..................................... 2,500 2,500
Additional paid-in capital.......................................... 590,640 583,640
Accumulated other comprehensive income (loss)....................... 1,179 (4,046)
Retained earnings .................................................. 47,178 35,043
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Total stockholder's equity............................................. 641,497 617,137
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Total liabilities and stockholder's equity............................. $12,848,283 $11,852,677
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1
GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands)
For the Six For the Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
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Revenues:
Annuity and interest sensitive life product charges................. $ 84,284 $ 69,734
Management fee revenue.............................................. 12,438 9,856
Net investment income............................................... 42,771 31,775
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Realized losses on investments...................................... (1,919) (2,637)
137,574 108,728
Insurance benefits and expenses: Annuity and interest sensitive life benefits:
Interest credited to account balances............................... 90,153 100,068
Benefit claims incurred in excess of account balances............... 2,851 3,211
Underwriting, acquisition, and insurance expenses:
Commissions......................................................... 108,600 112,158
General expenses.................................................... 56,989 40,179
Insurance taxes, state licenses, and fees........................... 3,528 2,910
Policy acquisition costs deferred................................. (24,925) (97,724)
Amortization:
Deferred policy acquisition costs............................... 29,632 35,757
Value of purchased insurance in force............................. 2,175 2,278
Goodwill.......................................................... 1,889 1,889
Expense and charges reimbursed under modified
coinsurance agreements (162,668) (115,792)
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108,224 84,934
Interest expense....................................................... 9,508 10,115
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117,732 95,049
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Income before income taxes............................................. 19,842 13,679
Income taxes........................................................... 7,707 5,602
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Net income............................................................. $ 12,135 $ 8,077
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2
GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
For the Six For the Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.................... $ 165,012 $ 33,298
INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities - available for sale............................... 229,916 123,182
Equity securities................................................... 6,894 5,195
Mortgage loans on real estate....................................... 60,621 3,281
Policy loans - net.................................................. -- 1,732
Short-term investments - net........................................ -- 17,880
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297,431 151,270
Acquisition of investments:
Fixed maturities - available for sale............................... (658,495) (100,936)
Mortgage loans on real estate....................................... (111,532) (8,887)
Policy loans - net.................................................. (587) --
Short term investments - net........................................ (13,195) --
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(783,809) (109,823)
Net sale (purchase) of property and equipment.......................... 18 (1,974)
Issuance of reciprocal loan agreement receivables...................... -- (16,900)
Receipt of repayment of reciprocal loan agreement receivables.......... -- 16,900
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Net cash (used in) provided by investing activities.................... (486,360) 39,473
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings..................... 29,300 177,900
Repayment of reciprocal loan agreement borrowings...................... (29,300) (137,900)
Proceeds from revolving note payable................................... 1,400 54,800
Repayment of revolving note payable.................................... -- (56,200)
Receipts from annuity and interest sensitive life
policies credited to account balances............................... 734,162 355,662
Return of account balances on annuity
and interest sensitive life policies................................ (70,613) (87,841)
Net reallocations to Separate Accounts................................. (362,587) (412,150)
Contribution from parent .............................................. 7,000 80,000
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Net cash provided by (used in) financing activities.................... 309,362 (25,729)
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Increase (decrease) in cash and cash equivalents....................... (11,986) 47,042
Cash and cash equivalents at beginning of period....................... 152,880 76,690
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Cash and cash equivalents at end of period............................. $ 140,894 $ 123,732
============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest............................... $ 9,475 $ 12,649
See accompanying notes.
3
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2001
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements. Operating results
for the six months ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. These
financial statements should be read in conjunction with the financial statements
and related footnotes included in the Golden American Life Insurance Company's
annual report on Form 10-K for the year ended December 31, 2000.
CONSOLIDATION
The condensed consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned subsidiary, First
Golden American Life Insurance Company of New York ("First Golden," and with
Golden American, collectively, the "Companies"). All significant intercompany
accounts and transactions have been eliminated.
ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"). EIC is an indirect wholly owned subsidiary of ING
Groep N.V., a global financial services holding company based in The
Netherlands.
SIGNIFICANT ACCOUNTING POLICIES
NEW ACCOUNTING STANDARDS. As of January 1, 2001, the Companies adopted FAS No.
133, Accounting for Derivative Instruments and Hedging Activities, as amended
and interpreted by FAS No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133,
FAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of FASB Statement No. 133, and certain FAS No. 133
implementation issues. This standard, as amended, requires companies to record
all derivatives on the balance sheet as either assets or liabilities and measure
those instruments at fair value. The manner in which companies are to record
gains or losses resulting from changes in the fair values of those derivatives
depends on the use of the derivative and whether it qualifies for hedge
accounting.
Adoption of FAS No. 133 did not have a material effect on the Companies'
financial position or results of operations given the Companies' limited
derivative and embedded derivative holdings.
The Companies chose to elect a transition date of January 1, 1999 for embedded
derivatives. Therefore, only those derivatives embedded in hybrid instruments
issued, acquired or substantively modified by the entity on or after January 1,
1999 are recognized as separate assets or liabilities. The cumulative effect of
the accounting change upon adoption was not material.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The Companies may
from time to time utilize various derivative instruments to manage interest rate
and price risk (collectively, market risk). The Companies have appropriate
controls in place, and financial exposures are monitored and managed by the
Companies as an integral part of their overall risk management program.
Derivatives are recognized on the balance sheet at their fair value. The
Companies occasionally purchase a financial instrument that contains a
derivative instrument that is "embedded" in the instrument. The Companies'
insurance products are also reviewed to determine whether they contain an
embedded derivative. The Companies assess whether the economic characteristics
of the embedded derivative are clearly and closely related to the economic
characteristics of the remaining
4
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2001
1. BASIS OF PRESENTATION (continued)
component of the financial instrument or insurance product (i.e., the host
contract) and whether a separate instrument with the same terms as the embedded
instrument would meet the definition of a derivative instrument. When it is
determined that the embedded derivative possesses economic characteristics that
are not clearly and closely related to the economic characteristics of the host
contract and that a separate instrument with the same terms would qualify as a
derivative instrument, the embedded derivative is separated from the host
contract and carried at fair value. In cases where the host contract is measured
at fair value, with changes in fair value reported in current period earnings,
or the Companies are unable to reliably identify and measure the embedded
derivative for separation from its host contract, the entire contract is carried
on the balance sheet at fair value and is not designated as a hedging
instrument.
PENDING ACCOUNTING STANDARDS. In June 2001, the Financial Accounting
Standards Board issued Statements of Financial Accounting Standards No. 141,
"Business Combinations", and No. 142, "Goodwill and Other Intangible Assets",
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives. The Companies are required to adopt the new rules effective
January 1, 2002. The Companies are evaluating the impact of the adoption of
these standards and have not yet determined the effect of adoption on their
financial position and results of operations.
STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $54,982,000 and $12,235,000 for the six months ended
June 30, 2001 and 2000, respectively. Total statutory capital and surplus was
$360,926,000 at June 30, 2001 and $406,923,000 at December 31, 2000 The National
Association of Insurance Commissioners has revised the Accounting Practices and
Procedures Manual, the guidance that defines statutory accounting principles.
The revised manual was effective January 1, 2001, and has been adopted, at least
in part, by the States of Delaware and New York, which are the states of
domicile for Golden American and First Golden, respectively. The revised manual
has resulted in changes to the accounting practices that the Companies use to
prepare their statutory-basis financial statements. The impact of these changes
to the Companies' statutory-basis capital and surplus as of January 1, 2001 was
not significant.
RECLASSIFICATIONS
Certain amounts in the prior period financial statements have been reclassified
to conform to the June 30, 2001 financial statement presentation.
2. COMPREHENSIVE INCOME
Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. During the second quarters of 2001 and 2000, total comprehensive
income for the Companies amounted to $2.7 million and $6.4 million,
respectively, and $17.4 million and $7.0 million for the six months ended June
30, 2001 and 2000, respectively. Other comprehensive income excludes net
investment losses included in net income which merely represent transfers from
unrealized to realized gains and losses. These amounts totaled $883,000 and
$120,000 during the second quarters of 2001 and 2000, respectively, and $185,000
and $588,000 for the six months ended June 30, 2001 and 2000, respectively. Such
amounts, which have been measured through the date of sale, are net of income
taxes and adjustments for the value of purchased insurance in force and deferred
policy acquisition costs totaling $1,736,000 and $(1,200,000) for the second
quarters of 2001 and 2000, respectively, and $(104,000) and $(2,041,000) for the
six months ended June 30, 2001 and 2000, respectively.
5
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
3. INVESTMENTS
Investment Valuation Analysis: The Companies analyze the investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of debt and equity securities is written
down to fair value by a charge to realized losses when impairment in value
appears to be other than temporary. During the first quarter of 2001, Golden
American determined that the carrying value of three bonds exceeded their
estimated net realizable value. As a result, during the six months ended June
30, 2001, Golden American recognized a total pre-tax loss of $679,000 to reduce
the carrying value of the bonds to their combined net realizable value of
$365,000.
4. DERIVATIVE INSTRUMENTS
The Companies may from time to time utilize various derivative instruments to
manage interest rate and price risk (collectively, market risk). The Companies
have appropriate controls in place, and financial exposures are monitored and
managed by the Companies as an integral part of their overall risk management
program. Derivatives are recognized on the balance sheet at their fair value. At
June 30, 2001, the Companies did not utilize any such derivatives. The estimated
fair values and carrying amounts of the Companies' embedded derivatives at June
30, 2001 were $0, net of reinsurance. The estimated fair values and carrying
amounts of the embedded derivatives on a direct basis, before reinsurance, were
$1.1 million.
The fair value of these instruments was estimated based on quoted market prices,
dealer quotations or internal estimates.
5. RELATED PARTY TRANSACTIONS
Operating Agreements: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) and distributor of the variable
insurance products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies' variable insurance
products and appoint representatives of the broker/dealers as agents. The
Companies paid commissions to DSI totaling $52,514,000 and $108,398,000 in the
second quarter and the first six months of 2001, respectively ($53,398,000 and
$109,252,000, respectively, for the same periods of 2000).
Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these services is calculated as a percentage of average
assets in the variable separate accounts. For the second quarter and six months
ended June 30, 2001, the fee was $5,831,000 and $11,533,000, respectively
($4,740,000 and $9,058,000, respectively, for the same periods of 2000).
The Companies have an asset management agreement with ING Investment Management
LLC ("ING IM"), an affiliate, in which ING IM provides asset management and
accounting services. Under the agreement, the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
second quarter and the first six months of 2001, the Companies incurred fees of
$858,000 and $1,701,000, respectively, under this agreement ($616,000 and
$1,274,000, respectively, for the same periods of 2000).
Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. In consideration of an annual fee,
payable June 30, Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the contractual claims
made under the provisions of Golden American's life insurance and annuity
contracts. The agreement is not, and nothing contained therein or done pursuant
thereto by Equitable Life shall be deemed to constitute, a direct or indirect
guaranty by Equitable Life of the payment of any debt or other obligation,
indebtedness, or liability, of any kind or character whatsoever, of Golden
American. The agreement does not guarantee the value of the underlying assets
held in separate accounts in which funds of variable life insurance and
6
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
5. RELATED PARTY TRANSACTIONS (continued)
variable annuity policies have been invested. The calculation of the annual fee
is based on risk based capital. On June 30, 2001 and 2000, Golden American
incurred a fee of $12,000 and $7,000, respectively, under this agreement.
Golden American provides certain advisory, computer, and other resources and
services to Equitable Life. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $1,360,000 and $2,719,000 for the
second quarter and six months ended June 30, 2001, respectively ($1,708,000 and
$3,276,000, respectively, for the same periods of 2000).
The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $77,000 and $152,000 for the
second quarter and six months ended June 30, 2001, respectively ($355,000 and
$667,000, respectively, for the same periods in 2000).
First Golden provides resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by First Golden, totaled
$8,000 and $134,000 for the second quarter and six months ended June 30, 2001,
respectively ($56,000 and $108,000, respectively, for the same periods in 2000).
Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $430,000 and $478,000 for the
second quarter and six months ended June 30, 2001, respectively ($165,000 and
$270,000, respectively, for the same periods in 2000).
Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $97,000 and $199,000 for
the second quarter and six months ended June 30, 2001, respectively ($149,000
and 318,000, respectively, for the same periods in 2000).
The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by the Companies, totaled $79,000 and $133,000 for the
second quarter and six months ended June 30, 2001, respectively ($56,000 and
$108,000, respectively, for the same periods in 2000).
The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduced general
expenses incurred by the Companies, totaled $34,000 and $63,000 for the second
quarter and six months ended June 30, 2001, respectively ($26,000 and $52,000,
respectively, for the same periods in 2000).
For the second quarter of 2001, the Companies received premiums, net of
reinsurance, for variable products sold through eight affiliates, Locust Street
Securities, Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI,
Multi-Financial Securities Corporation ("Multi-Financial"), IFG Network
Securities, Inc. ("IFG"), Washington Square Securities, Inc. ("Washington
Square"), PrimeVest Financial ("PrimeVest"), and Compulife Investor Services,
Inc. ("Compulife") of $28,500,000, $9,100,000, $200,000, $5,900,000, $3,900,000,
$21,600,000, $7,900,000 and $2,200,000, respectively ($9,500,000, $6,900,000,
$100,000, $2,800,000, $1,500,000, $0, $0, and $0, respectively, for the same
period of 2000). For the first six months of 2001, the Companies received
premiums, net of reinsurance for variable products sold through eight
affiliates, LSSI, Vestax, DSI, Multi-Financial, IFG, Washington Square,
PrimeVest, and Compulife of $37,900,000, $12,900,000, $400,000, $9,000,000,
$5,500,000, $28,900,000, $11,000,000, and $3,700,000, respectively ($67,000,000,
$28,300,000, $800,000, $21,100,000, $8,300,000, $0, $0, and $0, respectively,
for the same period of 2000).
For the second quarter and six months ended June 30, 2001, First Golden received
premiums for fixed annuities products sold through Washington Square. of
approximately $450,000 and $550,000, respectively.
7
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
5. RELATED PARTY TRANSACTIONS (continued)
Modified Coinsurance Agreement: On June 30, 2000, effective January 1, 2000,
Golden American entered into a modified coinsurance agreement with Equitable
Life, an affiliate, covering a considerable portion of Golden American's
variable annuities issued after January 1, 2000, excluding those with an
interest rate guarantee. The financial statements are presented net of the
effects of the agreement.
Under this agreement, Golden American received a net reimbursement of expenses
and charges of $50.2 million and $160.9 million for the second quarter and the
six months ended June 30, 2001, respectively ($111.8 million for the second
quarter and the six months ended June 30, 2000). This was offset by a decrease
in deferred acquisition costs of $52.7 million and $160.8 million, respectively,
for the same periods ($109.3 million during the second quarter and the first six
months in 2000). At June 30, 2001, Golden American had a payable to Equitable
Life of $10.0 million due to the timing of the cash settlement for the modified
coinsurance agreement. As at December 31, 2000, Golden American had a payable of
$16.3 million under the agreement.
Reinsurance Agreement Covering Minimum Guaranteed Benefits: On December 28,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver International Limited, an affiliate, covering minimum guaranteed death
benefits and minimum guaranteed living benefits of variable annuities issued
after January 1, 2000. An irrevocable letter of credit was obtained through Bank
of New York in the amount of $25.0 million related to this agreement. Under this
agreement, Golden American recorded a reinsurance recoverable of $21.4 million
and $14.6 million at June 30, 2001 and December 31, 2000, respectively.
Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation
and affiliate, to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Under this agreement, which became effective
January 1, 1998 and expires December 31, 2007, Golden American and ING AIH can
borrow up to $65,000,000 from one another. Prior to lending funds to ING AIH,
Golden American must obtain the approval of the Department of Insurance of the
State of Delaware. Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%. Interest on
any ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar duration.
Under this agreement, Golden American incurred interest expense of $0 and
$254,000 for the second quarters of 2001 and 2000, respectively, and $25,000 and
$336,000 for the six months ended June 30, 2001 and 2000, respectively. At June
30, 2001, Golden American did not have any borrowings or receivables from ING
AIH under this agreement.
Surplus Notes: On December 30, 1999, Golden American issued an 8.179% surplus
note in the amount of $50,000,000 to Equitable Life. The note matures on
December 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary claims,
as well as debts owed to all other classes of debtors, other than surplus note
holders, of Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred interest expense of $1,020,000 and
$1,022,000 for the second quarters of 2001 and 2000, respectively, and
$2,028,000 and $2,056,000 for the six months ended June 30, 2001 and 2000,
respectively.
On December 8, 1999, Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$696,000 and $698,000 for the seconds quarters of 2001 and 2000, respectively,
and $1,385,000 and $1,575,000 for the first six months of 2001 and 2000,
respectively.
8
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
5. RELATED PARTY TRANSACTIONS (continued)
On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,449,000 and $1,453,000 for the second quarters
of 2001 and 2000, respectively, and $2,882,000 and $2,906,000 for the first six
months of 2001 and 2000, respectively.
On December 30, 1999, ING AIH assigned the note to Equitable Life. On December
30, 1998, Golden American issued a 7.25% surplus note in the amount of
$60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,085,000 and $1,087,000 for the second quarters
of 2001 and 2000, respectively, and $2,157,000 and $2,175,000 for the first six
months of 2001 and 2000, respectively.
On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies. The note matures on December 17,
2026. Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant, and beneficiary claims, as well as
debts owed to all other classes of debtors of Golden American. Any payment of
principal made is subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling $515,000 for the second
quarters of 2001 and 2000, respectively, and $1,031,000 for the first six months
of 2001 and 2000, respectively.
Stockholder's Equity: During the second quarter and the first six months of
2001, Golden American received capital contributions from its Parent of
$7,000,000 ($0 and $80,000,000, respectively, for the same periods in 2000).
6. COMMITMENTS AND CONTINGENCIES
Reinsurance: At June 30, 2001, the Companies had reinsurance treaties with five
unaffiliated reinsurers and three affiliated reinsurers covering a significant
portion of the minimum guaranteed death and living benefits under its variable
contracts as of June 30, 2001. Golden American remains liable to the extent its
reinsurers do not meet their obligations under the reinsurance agreements.
At June 30, 2001 and December 31, 2000, the Companies had net receivables of
$43,375,000 and $33,973,000, respectively, for reinsurance claims, reserve
credits, or other receivables from these reinsurers. These net receivables were
comprised of $1,350,000 and $1,820,000, respectively, for claims recoverable
from reinsurers, $2,546,000 and $4,007,000, respectively, for a payable for
reinsurance premiums, $21,400,000 and $14,642,000, respectively, for reserve
credits, and $23,171,000 and $21,518,000, respectively, for a receivable from an
unaffiliated reinsurer. Included in the accompanying financial statements are
net considerations to reinsurers of $5,962,000 for the second quarter of 2001
and $12,618,000 for the first six months of 2001 compared to $5,271,000 and
$7,908,000 for the same periods in 2000. Also included in the accompanying
financial statements are net policy benefits of $1,834,000 for the second
quarter of 2001 and $11,777,000 for the first six months of 2001 compared to
$1,278,000 and $1,835,000 for the same period in 2000.
On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life, an affiliate, covering a
considerable portion of Golden American's variable annuities issued after
January 1, 2000, excluding those with an interest rate guarantee. At June 30,
2001, Golden American had received a total settlement of $160.9 million under
this agreement pertaining to 2001. The carrying value of the separate account
liabilities covered under this agreement represent 25.0% of total
9
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
6. COMMITMENTS AND CONTINGENCIES (continued)
separate account liabilities outstanding at June 30, 2001. Golden American
remains liable to the extent Equitable Life does not meet its obligations under
the agreement. The accompanying financial statements are presented net of the
effects of the agreement.
On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International Limited, an affiliate, covering minimum
guaranteed death benefits and minimum guaranteed living benefits of variable
annuities issued January 1, 2000. An irrevocable letter of credit was obtained
through Bank of New York in the amount of $25,000,000 related to this agreement.
On December 29, 2000, First Golden entered into a reinsurance treaty with London
Life Reinsurance Company of Pennsylvania, an unaffiliated reinsurer, covering
the minimum guaranteed death benefits of First Golden's variable annuities
issued after January 1, 2000.
Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial statements
are presented net of the effects of the treaty.
Investment Commitments: At June 30, 2001, outstanding commitments to fund
mortgage loans totaled $65,620,000. There were no outstanding commitments to
fund mortgage loans at December 31, 2000.
Guaranty Fund Assessments: Assessments are levied on the Companies by life and
health guaranty associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially offset through a reduction in future
premium taxes. The Companies cannot predict whether and to what extent
legislative initiatives may affect the right to offset. The associated cost for
a particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments, review information regarding known failures,
and revise estimates of future guaranty fund assessments. The Companies charged
to expense $1,000 in guaranteed fund assessments in the second quarter of 2001
and $2,000 for the first six months of 2001 compared to $1,000 and $2,000 for
the same periods in 2000. At June 30, 2001 and December 31, 2000, the Companies
have an undiscounted reserve of $2,430,000 to cover future assessments (net of
related anticipated premium tax offsets) and have established an asset totaling
$691,000 and $733,000, respectively, for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund assessments based
upon previous premiums and known insolvencies at this time.
Litigation: The Companies, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.
Vulnerability from Concentrations: The Companies have various concentrations in
the investment portfolio. As of June 30, 2001, the Companies had one investment
(other than bonds issued by agencies of the United States government) exceeding
ten percent of stockholder's equity. The Companies' asset growth, net investment
income, and cash flow are primarily generated from the sale of variable and
fixed insurance products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would make these
products less attractive to consumers and extreme fluctuations in interest rates
or stock market returns, which may result in higher lapse experience than
assumed, could cause a severe impact on the Companies' financial condition. One
broker/dealer generated 10% of the Companies' net sales during the second
quarter of 2001 (24% by two broker/dealers in the same period of 2000). One
broker/dealer generated 10% of the Companies' net sales during the first six
months of 2001 (12% by one broker/dealer in the same period of 2000). The
Premium Plus product generated 54% and 52% of the Companies' sales during
10
GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
June 30, 2001
6. COMMITMENTS AND CONTINGENCIES (continued)
the second quarter of 2001 and the first six months of 2001 (74% and 75% in the
same periods of 2000). The Guarantee product, introduced in the fourth quarter
of 2000, generated 13% and 18% of the Companies' sales during the second quarter
and the first six months of 2001. The ES II product generated 19% and 16% of the
Companies' sales during the second and the first six months of 2001 (12% and 11%
in the same periods of 2000).
Revolving Note Payable: To enhance short-term liquidity, the Companies
established revolving notes payable with SunTrust Bank, Atlanta (the "Bank").
These revolving notes payable were amended and restated in April 2001 with an
expiration date of May 31, 2002. The note was approved by the Boards of
Directors of Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual credit
sublimits of $75,000,000 and $10,000,000, respectively. The notes accrue
interest at an annual rate equal to: (1) the cost of funds for the Bank for the
period applicable for the advance plus 0.225% or (2) a rate quoted by the Bank
to the Companies for the advance. The terms of the agreement require the
Companies to maintain the minimum level of Company Action Level Risk Based
Capital as established by applicable state law or regulation. During the second
quarters ended June 30, 2001 and 2000, the Companies incurred interest expense
of $0 and $8,000, respectively. During the six months ended June 30, 2001 and
2000, the Companies incurred interest expense of $1,000 and $36,000,
respectively. At June 30, 2001 and December 31, 2000, the Companies had
borrowings of $1,400,000 and $0, respectively, under these agreements.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following provisions regarding the Indemnification of Directors and Officers
of the Registrant are applicable:
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND INCORPORATORS
Delaware General Corporation Law, Title 8, Section 145 provides that
corporations incorporated in Delaware may indemnify their officers,
directors, employees or agents for threatened, pending or past legal action
by reason of the fact he/she is or was a director, officer, employee or
agent. Such indemnification is provided for under the Company's By-Laws
under Article VI. Indemnification includes all liability and loss suffered
and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. Prepayment of expenses is permitted, however, reimbursement is
required if it is ultimately determined that indemnification should not
have been given.
DIRECTORS' AND OFFICERS' INSURANCE
The directors, officers, and employees of the registrant, in addition to
the indemnifications described above, are indemnified through the blanket
liability insurance policy of Registrant's ultimate parent, ING Groep N.V.,
or directly by Equitable of Iowa Companies, Inc. for liabilities not
covered through the indemnification provided under the By-Laws.
SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Not Applicable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
1 Underwriting Agreement Between Golden American Life
Insurance Company and Directed Services, Inc. (1)
3(a)(i) Restated Certificate of Incorporation of Golden American
Life Insurance Company. (4)
3(a)(ii) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company. (4)
3(b) By-Laws of Golden American Life Insurance Company. (4)
3(c) Resolution of Board of Directors for Powers of Attorney. (4)
4(a) Individual Deferred Combination Variable and Fixed Annuity
Contract. (4)
4(b) Group Deferred Combination Variable and Fixed Annuity Contract. (4)
4(c) Individual Deferred Variable Annuity Contract. (4)
4(d) Individual Retirement Annuity Rider Page. (1)
4(e) Individual Deferred Combination Variable and Fixed
Annuity Application. (5)
4(f) Group Deferred Combination Variable and Fixed
Annuity Enrollment Form. (5)
4(g) Individual Deferred Variable Annuity Application. (5)
4(h) Roth Individual Retirement Annuity Rider. (2)
4(i) Minimum Guaranteed Accumulation Benefit Rider (9)
4(j) Minimum Guaranteed Income Benefit Rider (9)
4(k) Minimum Guaranteed Withdrawal Benefit Rider (9)
4(l) Earnings Enhancement Death Benefit Rider (9)
5 Opinion and Consent of Myles R. Tashman.
10(a) Participation Agreement between Golden American
and PIMCO Variable Insurance Trust. (4)
10(b) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa. (3)
10(c) Service Agreement between Golden American and Directed
Services, Inc. (3)
10(d) Asset Management Agreement between Golden American and
ING Investment Management LLC. (4)
10(e) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc. (4)
10(f) Revolving Note Payable between Golden American and
SunTrust Bank. (4)
10(g) Participation Agreement between Golden American
and Warburg Pincus Trust. (4)
10(h) Surplus Note, dated 12/17/96, between Golden American and
Equitable of Iowa Companies. (6)
10(i) Surplus Note, dated 12/30/98, between Golden American and
Equitable Life Insurance Company of Iowa. (6)
10(j) Surplus Note, dated 09/30/99, between Golden American and
ING AIH. (6)
10(k) Surplus Note, dated 12/08/99, between Golden American and
First Columbine Life Insurance Company. (5)
10(l) Surplus Note, dated 12/30/99, between Golden American and
Equitable of Iowa Companies. (5)
10(m) Participation Agreement between Golden American and
Prudential Series Fund, Inc. (6)
10(n) Participation Agreement between Golden American and
ING Variable Insurance Trust. (6)
10(o) Amendment to the Participation Agreement between Golden
American and Prudential Series Fund, Inc. (8)
10(p) Reinsurance Agreement, dated 06/30/00, between Golden
American and Equitable Life Insurance Company of Iowa. (7)
10(q) Renewal of Revolving Note Payable between Golden American
and SunTrust Bank as of April 30, 2001 and expiring
May 31, 2002.
10(r) Reinsurance Agreement, effective 01/01/00, between Golden
American and Security Life of Denver International Limited (9)
10(s) Letter of Credit between Security Life of Denver International
Limited and The Bank of New York for the benefit of Golden
American (9)
10(t) Form of Participation Agreement between Golden American and
Pilgrim Variable Products Trust (9)
10(u) Form of Participation Agreement between Golden American and
ProFunds (9)
23(a) Consent of Sutherland, Asbill & Brennan LLP.
23(b) Consent of Ernst & Young LLP, Independent Auditors.
23(c) Consent of Myles R. Tashman, incorporated in Item 5 of
this Part II, together with the Opinion of Myles R. Tashman.
24 Powers of Attorney.
(1) Incorporated herein by reference to Amendment No. 1 to Registration
Statement on Form S-1 for Golden American filed with the Securities and
Exchange Commission on September 24, 1997 (File No. 333-28681).
(2) Incorporated herein by reference to Amendment No. 2 to Registration
Statement on Form S-1 for Golden American filed with the Securities and
Exchange Commission on February 12, 1998 (File No. 333-28681).
(3) Incorporated herein by reference to Amendment No. 3 to Registration
Statement for Golden American filed with the Securities and Exchange
Commission on April 29, 1998 (File No. 333-28681).
(4) Incorporated herein by reference to the Registration Statement for Golden
American filed with the Securities and Exchange Commission on April 23,
1999 (File No. 333-76941).
(5) Incorporated herein by reference to the Registration Statement for Golden
American filed with the Securities and Exchange Commission on January 27,
2000 (File No. 333-95511).
(6) Incorporated herein by reference to Amendment No. 1 to Registration
Statement for Golden American filed with the Securities and Exchange
Commission on April 26, 2000 (File No. 333-95511).
(7) Incorporated herein by reference to Amendment No. 2 to Registration
Statement for Golden American filed with the Securities and Exchange
Commission on September 13, 2000 (File No. 333-95511).
(8) Incorporated herein by reference to Amendment No. 3 to Registration
Statement for Golden American filed with the Securities and Exchange
Commission on December 15, 2000 (File No. 333-95511).
(9) Incorporated herein by reference to the Registration Statement for Golden
American filed with the Securities and Exchange Commission on April 23,
2001 (File No. 333-59386).
(b) FINANCIAL STATEMENT SCHEDULE.
(1) All financial statements are included in the Prospectus
as indicated therein
(2) Schedules I, III and IV follow. All other schedules to the consolidated
financial statements required by Article 7 of Regulation S-X are
omitted because they are not applicable or because the information
is included elsewhere in the consolidated financial statements or
notes thereto.
SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)
BALANCE
SHEET
DECEMBER 31, 2000 COST(1) VALUE AMOUNT
------------------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and governmental agencies and
authorities......................................................... $18,607 $19,171 $19,171
Public utilities...................................................... 54,132 52,826 52,826
Corporate securities.................................................. 355,890 349,202 349,202
Other asset-backed securities......................................... 223,787 224,122 224,122
Mortgage-backed securities............................................ 146,335 147,257 147,257
--------------------------------------------
Total fixed maturities, available for sale............................ 798,751 792,578 792,578
Equity securities:
Common stocks: industrial, miscellaneous, and all other............... 8,611 6,791 6,791
Mortgage loans on real estate......................................... 99,916 99,916
Policy loans.......................................................... 13,323 13,323
Short-term investments................................................ 106,775 106,775
--------------- -------------
Total investments..................................................... $1,027,376 $1,019,383
=============== =============
Note 1: Cost is defined as original cost for common stocks, amortized cost for
bonds and short-term investments, and unpaid principal for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
------------------------------------------------------------------------------------------------------------------------------------
FUTURE
POLICY AMORTIZA-
BENEFITS, OTHER BENEFITS TION OF
LOSSES, POLICY CLAIMS, DEFERRED
DEFERRED CLAIMS CLAIMS INSURANCE LOSSES POLICY
POLICY AND UNEARNED AND PREMIUMS NET AND ACQUI- OTHER
ACQUISITION LOSS REVENUE BENEFITS AND INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS
SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES INCOME EXPENSES COSTS EXPENSES* WRITTEN
------------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000:
Life insurance $635,147 $1,062,891 $6,817 $82 $144,877 $64,140 $200,031 $55,154 $143,300 --
YEAR ENDED DECEMBER 31, 1999:
Life insurance 528,957 1,033,701 6,300 8 82,935 59,169 182,221 33,119 (83,827) --
YEAR ENDED DECEMBER 31, 1998:
Life insurance 204,979 881,112 3,840 -- 39,119 42,485 96,968 5,148 (26,406) --
* This includes policy acquisition costs deferred for first year commissions and interest bonuses, premium credit, and other
expenses related to the production of new business. The costs related to first year interest bonuses and the premium credit are
included in benefits claims, losses, and settlement expenses.
SCHEDULE IV
REINSURANCE
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
--------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
--------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2000:
Life insurance in force................. $196,334,000 $105,334,000 -- $91,000,000 --
================================================================================
At December 31, 1999:
Life insurance in force................. $225,000,000 $119,575,000 -- $105,425,000 --
================================================================================
AT DECEMBER 31, 1998:
Life insurance in force................. $181,456,000 $111,552,000 -- $69,904,000 --
================================================================================
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Amendment to Registration Statement to be
signed on its behalf in the City of West Chester, and Commonwealth of
Pennsylvania, on the 28th day of September, 2001.
SEPARATE ACCOUNT B
(Registrant)
By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)
By:
--------------------
Robert C. Salipante*
Chief Executive Officer
Attest: /s/ Linda E. Senker
------------------------
Linda E. Senker
Vice President and Associate General Counsel
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on September 28,
2001.
Signature Title
--------- -----
Director and Chief Executive
-------------------- Officer of Depositor
Robert C. Salipante*
Director, Senior Vice President
-------------------- and Chief Financial Officer
Wayne R. Huneke*
DIRECTORS OF DEPOSITOR
----------------------
Robert C. Salipante*
----------------------
Thomas J. McInerney*
----------------------
Wayne R. Huneke*
----------------------
Mark A. Tullis*
----------------------
Phillip R. Lowery*
Attest: /s/ Linda E. Senker
------------------------
Linda E. Senker
Vice President and Associate General Counsel
*Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.
EXHIBIT INDEX
ITEM EXHIBIT PAGE #
---- ------- ------
5 Opinion and Consent of Myles R. Tashman EX-5
10(q) Renewal of Revolving Note Payable between Golden EX-10.Q
American and SunTrust Bank dated 04/30/01
23(a) Consent of Sutherland, Asbill & Brennan LLP EX-23.A
23(b) Consent of Ernst & Young LLP, Independent Auditors EX-23.B
24 Powers of Attorney EX-24