As filed with the Securities and Exchange Registration No. 333-49581
Commission on April 13, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aetna Insurance Company of America
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Florida
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06-1286272
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5100 West Lemon Street, Suite 213, Tampa, Florida 33609
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Julie E. Rockmore, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(860) 273-4686
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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The annuities covered by this registration statement are to be issued from
time to time after the effective date of this 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
of 1933 check the following box. |XX|
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. |XX|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
_____________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for
the same offering. |_| _____________________
If this form is a 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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)
Location - Prospectus
Form S-2 Information Required in Dated
Item No. Prospectus May 1, 2000
- -------- ----------------------- ---------------------------
1 Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus ............ Outside Front Cover
2 Inside Front and Outside Back
Cover Pages of Prospectus...... Table of Contents
(inside front cover)
3 Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges........................ Summary
4 Use of Proceeds................ Not Applicable
5 Determination of Offering Price Not Applicable
6 Dilution....................... Not Applicable
7 Selling Security Holders....... Not Applicable
8 Plan of Distribution........... Other Topics -
Distribution of Contracts
9 Description of Securities to be
Registered..................... Description of the Guaranteed
Account--Guaranteed Terms and
Guaranteed Interest Rates
10 Interests of Named Experts and
Counsel........................ Other Topics--Experts
11 Information with Respect to the
Registrant..................... Not Applicable
12 Incorporation of Certain
Information by Reference....... Other Topics--Incorporation
of Certain Documents by
Reference
13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities................ Not Applicable
AICA Guaranteed Account - May 1, 2000
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Introduction
The AICA Guaranteed Account (the Guaranteed Account) is a fixed interest option
available during the accumulation phase of certain variable annuity contracts
issued by Aetna Insurance Company of America (the Company, we, us). Read this
prospectus carefully before investing in the Guaranteed Account and save it for
future reference.
General Description
The Guaranteed Account offers investors an opportunity to earn specified
guaranteed rates of interest for specified periods of time, called guaranteed
terms. We generally offer several guaranteed terms at any one time for those
considering investing in the Guaranteed Account. Each guaranteed term offers a
guaranteed interest rate for investments that remain in the Guaranteed Account
for the duration of the specific guaranteed term. The guaranteed term
establishes both the length of time for which we agree to credit a guaranteed
interest rate and how long your investment must remain in the Guaranteed
Account in order to receive the guaranteed interest rate.
We guarantee both principal and interest if, and only if, your investment
remains invested for the full guaranteed term. Charges related to the contract,
such as a maintenance fee or early withdrawal charge, may still apply even if
you do not withdraw until the end of a guaranteed term. Investments taken out
of the Guaranteed Account prior to the end of a guaranteed term may be subject
to a market value adjustment which may result in an investment gain or loss.
See "Market Value Adjustment," page 11.
This prospectus will explain:
> Guaranteed interest rates and guaranteed terms;
> Contributions to the Guaranteed Account;
> Types of investments available;
> How rates are offered;
> How there can be an investment risk, and how we calculate gain or loss;
> Contract charges that can affect your account value in the Guaranteed
Account;
> Taking investments out of the Guaranteed Account; and
> How to reinvest or withdraw at maturity.
Additional Disclosure Information
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense. We do not intend for this prospectus to be an offer to sell
or a solicitation of an offer to buy these securities in any state or
jurisdiction that does not permit their sale. We have not authorized anyone to
provide you with information that is different than that contained in this
prospectus. These contracts are not offered for sale in the State of New York.
Our Home Office: Our Service Center:
Aetna Insurance Company of America Aetna Insurance Company of America
5100 West Lemon Street 151 Farmington Avenue
Suite 213 Hartford, Connecticut 06156
Tampa, Florida 3360 (800) 531-4547
813-261-9582
TABLE OF CONTENTS
Page
Summary ....................................................................... 3
Description of the Guaranteed Account ......................................... 6
General, Contributions to the Guaranteed Account, Deposit Period,
Guaranteed Terms, Guaranteed Interest Rates,
Maturity Value Transfer Provision
Transfers ..................................................................... 9
Withdrawals ................................................................... 10
Deferral of Payments, Reinvestment Privilege
Market Value Adjustment (MVA) ................................................. 11
Calculation of the MVA, Deposit Period Yield, Current Yield, MVA Formula
Contract Charges .............................................................. 13
Other Topics .................................................................. 13
Income Phase -- Investments -- Distribution of Contracts -- Taxation -- Experts
-- Legal Matters and Proceedings -- Further Information -- Incorporation of
Certain Documents by Reference -- Inquiries
Appendix I -- Examples of Market Value Adjustment Calculations ................ 17
Appendix II -- Examples of Market Value Adjustment Yields ..................... 19
[Begin Callout]
Questions: Contacting the
Company. To answer your
questions, contact your sales
representative or write or
call our Service Center at:
Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1258
1-800-531-4547
[End Callout]
Summary
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The Guaranteed Account is a fixed interest option that may be available during
the accumulation phase of your variable annuity contract. The following is a
summary of certain facts about the Guaranteed Account.
In General. Amounts that you invest in the Guaranteed Account will earn a
guaranteed interest rate if left in the Guaranteed Account for a specified
period of time (the guaranteed term). You must invest amounts in the Guaranteed
Account for the full guaranteed term in order to receive the quoted guaranteed
interest rate. If you withdraw or transfer those amounts before the end of the
guaranteed term, we may apply a "market value adjustment," which may be
positive or negative.
Deposit Periods. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed interest rate and guaranteed term to apply to your
account dollars, you must invest them during the deposit period in which that
rate and term are offered.
Guaranteed Terms. A guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate
specified for that guaranteed term. We offer different guaranteed terms at
different times. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates. Check with your sales
representative or the Company to learn the details about the guaranteed term(s)
currently offered. We reserve the right to limit the number of guaranteed terms
or the availability of certain guaranteed terms.
Guaranteed Interest Rates. We guarantee different interest rates, depending
upon when account dollars are invested in the Guaranteed Account. For
guaranteed terms one year or longer, we may offer different rates for specified
time periods within a guaranteed term. The interest rate we guarantee is an
annual effective yield; that means that the rate reflects a full year's
interest. We credit interest at a rate that will provide the guaranteed annual
effective yield over one year. The guaranteed interest rate(s) are guaranteed
for that deposit period and for the length of the guaranteed term.
The guaranteed interest rates we offer will always meet or exceed the minimum
interest rates agreed to in the contract. Apart from meeting the contractual
minimum interest rates, we cannot guarantee any aspect of future offerings.
Fees and Other Deductions. We do not make deductions from amounts in the
Guaranteed Account to cover mortality and expense risks. We consider these
risks when determining the credited rate. The following other types of charges
may be deducted from amounts held in, withdrawn or transferred from the
Guaranteed Account:
> Market Value Adjustment (MVA). An MVA may be applied to amounts transferred
or withdrawn prior to the end of a guaranteed term, which reflects changes
in interest rates since the deposit period. The MVA may be positive or
negative and therefore may increase or decrease the amount withdrawn to
satisfy a transfer or withdrawal request. See "Market Value Adjustment
(MVA)."
> Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to
withholding for federal income taxes, as well as a 10% penalty tax for
3
[Begin Callout]
Contract holder (You/Your)--
The contract holder of an
individually owned contract or
the certificate holder of a
group contract.
[End Callout]
amounts withdrawn prior to your having attained age 59-1/2. See "Taxation"; see
also the "Taxation" section of the contract prospectus.
> Early Withdrawal Charge. An early withdrawal charge, which is a deferred
sales charge, may apply to amounts withdrawn from the contract, in order to
reimburse us for some of the sales and administrative expenses associated
with the contract. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
> Maintenance Fee. A maintenance fee of up to $30 may be deducted, on an
annual basis, pro rata from all funding options including the Guaranteed
Account. See "Contract Charges"; see also the "Fees" section of the
contract prospectus.
> Transfer Fees. During the accumulation phase, transfer fees of up to $10
per transfer may be deducted from amounts held in or transferred from the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
> Premium Taxes. We may deduct premium taxes of up to 4% from amounts in the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
Market Value Adjustment (MVA). If you withdraw or transfer your account value
from the Guaranteed Account before a guaranteed term is complete, an MVA may
apply. The MVA reflects the change in the value of the investment due to
changes in interest rates since the date of deposit. The MVA may be positive or
negative depending upon interest rate activity at the time of withdrawal or
transfer.
An MVA will not apply to:
> Amounts transferred or withdrawn at the end of a guaranteed term;
> Transactions made under the maturity value transfer provision;
> Transfers due to participation in the dollar cost averaging program (see
"Market Value Adjustment" for certain restrictions);
> Amounts distributed under a systematic distribution option (see "Systematic
Distribution Options" in the contract prospectus);
> Withdrawals for minimum distributions required by the Internal Revenue Code
of 1986, as amended (Tax Code), and for which the early withdrawal charge
is waived; and
> Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.
MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due
to the withdrawal (see sidebar on page 11 for an example of the calculation of
the aggregate MVA). The following withdrawals will be subject to an aggregate
MVA only if it is positive:
> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).
All other withdrawals will be subject to an aggregate MVA, regardless of
whether it is positive or negative, including:
> Withdrawals due to the election of a nonlifetime income option;
4
> Payment of a guaranteed death benefit (due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder);
> Payment of a guaranteed death benefit more than six months after the date
of death; and
> Full or partial withdrawals during the accumulation phase (however, an MVA
may not apply in certain situations, as noted above).
See "Description of the Guaranteed Account" and "Market Value Adjustment
(MVA)."
Maturity of a Guaranteed Term. On or before the end of a guaranteed term, you
may instruct us to:
> Transfer the matured amount to one or more new guaranteed terms available
under the current deposit period;
> Transfer the matured amount to other available investment options; or
> Withdraw the matured amount.
Amounts withdrawn may be subject to an early withdrawal charge, a maintenance
fee, tax withholding and, if you are under age 59-1/2, tax penalties. See
"Contract Charges"; see also the "Fees" and "Taxation" sections of the contract
prospectus.
When a guaranteed term ends, if we have not received instructions from you, we
will automatically reinvest the maturing investment into a new guaranteed term
of similar length (see "Maturity of a Guaranteed Term" and "Maturity Value
Transfer Provision"). If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.
If you do not provide instructions concerning the maturing amount on or before
the end of a guaranteed term, and this amount is automatically reinvested as
noted above, the maturity value transfer provision will apply.
Maturity Value Transfer Provision. This provision allows transfers or
withdrawals of amounts automatically reinvested at the end of a guaranteed term
without an MVA, if the transfer or withdrawal occurs during the calendar month
immediately following a guaranteed term maturity date. As described in "Fees
and Other Deductions" above, other fees, including an early withdrawal charge
and a maintenance fee, may be assessed on amounts withdrawn. See "Maturity
Value Transfer Provision."
Transfer of Account Dollars. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through
the Guaranteed Account, and/or to other investment options offered through the
contract. However:
> Transfers may not be made during the deposit period in which your account
dollars are invested in the Guaranteed Account or for 90 days after the
close of that deposit period; and
> We may apply an MVA to transfers made before the end of a guaranteed term.
Investments. Guaranteed interest rates credited during any guaranteed term do
not necessarily relate to investment performance. Deposits received into the
Guaranteed Account will generally be invested in federal, state and municipal
5
obligations, corporate bonds, preferred stocks, real estate mortgages, real
estate, certain other fixed income investments, and cash or cash equivalents.
All of our general assets are available to meet guarantees under the Guaranteed
Account.
Amounts allocated to the Guaranteed Account are held in a nonunitized separate
account established by the Company under Florida law. Prior to January 5, 2000,
these amounts were held in a nonunitized separate account established by the
Company under Connecticut law. To the extent provided for in the contract,
assets of the separate account are not chargeable with liabilities arising out
of any other business that we conduct. See "Investments."
Notification of Maturity. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates, and guaranteed terms by telephone (1-800-531-4547).
See "Description of the AICA Guaranteed Account--General" and "Maturity of a
Guaranteed Term."
Description of the Guaranteed Account
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General
The Guaranteed Account offers guaranteed interest rates for specific guaranteed
terms. For a particular guaranteed interest rate and guaranteed term to apply
to your account dollars, you must invest them during the deposit period in
which that rate and term are offered. For guaranteed terms of one year or
longer, we may offer different interest rates for specified time periods within
a guaranteed term. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates.
An MVA may be applied to any values withdrawn or transferred from a guaranteed
term prior to the end of that guaranteed term, except for amounts transferred
under the maturity value transfer provision, amounts transferred under the
dollar cost averaging program, amounts withdrawn under a systematic
distribution option, amounts withdrawn for minimum distributions required by
the Tax Code, and withdrawals due to your exercise of the right to cancel your
contract.
MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due
to the withdrawal (see sidebar on page 11 for an example of the calculation of
the aggregate MVA). The following withdrawals will be subject to an aggregate
MVA only if it is positive:
> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).
All other withdrawals will be subject to an aggregate MVA, regardless of
whether it is positive or negative, including:
6
> Withdrawals due to the election of a nonlifetime income option;
> Payment of a guaranteed death benefit (due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder);
> Payment of a guaranteed death benefit more than six months after the date
of death; and
> Full or partial withdrawals during the accumulation phase (however, an MVA
may not apply in certain situations, see "Market Value Adjustment (MVA)").
We maintain a toll-free telephone number for those wishing to obtain
information concerning available deposit periods, guaranteed interest rates,
and guaranteed terms. The telephone number is 1-800-531-4547. At least 18
calendar days before a guaranteed term matures we will notify you of the
upcoming deposit period dates and information on the current guaranteed
interest rates, guaranteed terms and projected matured guaranteed term values.
Contributions to the Guaranteed Account
You may invest in the guaranteed terms available in the current deposit period
by allocating new payments to the Guaranteed Account or by transferring a sum
from other funding options available under the contract or from other
guaranteed terms of the Guaranteed Account, subject to the transfer limitations
described in the contract. We may limit the number of guaranteed terms you may
select. Currently, if the dollar cost averaging program is in effect in a
guaranteed term and you wish to add an additional deposit to be dollar cost
averaged, all amounts to be dollar cost averaged will be combined and the
dollar cost averaging amount will be recalculated. This will affect the
duration of amounts in the guaranteed term.
Although there is currently no limit, we reserve the right to limit the total
number of investment options you may select at any one time during the life of
the contract. For purposes of determining any limit, each guaranteed term
counts as one investment option. Although we may require a minimum payment(s)
to a contract, we do not require a minimum investment for a guaranteed term.
Refer to the contract prospectus. There is a $500 minimum for transfers from
other funding options.
Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first 90 days after the
close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision, to
amounts transferred under the dollar cost averaging program or, in some
situations, withdrawn because you discontinued the dollar cost averaging
program, or to amounts distributed under a systematic distribution option. See
"Maturity Value Transfer Provision" and "Transfers."
Deposit Period
The deposit period is the period of time during which you may direct
investments to a particular guaranteed term(s) and receive a stipulated
guaranteed interest rate(s). Each deposit period may be a month, a calendar
quarter, or any other period of time we specify.
7
[Begin Callout]
Business Day--Any day on
which the New York Stock
Exchange is open.
[End Callout]
Guaranteed Terms
A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We offer guaranteed terms at our discretion for various periods
ranging up to and including ten years. We may limit the number of guaranteed
terms you may select and may require enrollment in the dollar cost averaging
program.
Guaranteed Interest Rates
Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term. We may
offer different guaranteed interest rates on guaranteed terms of the same
duration. Guaranteed interest rates are annual effective yields, reflecting a
full year's interest. We credit interest at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates are
credited according to the length of the guaranteed term as follows:
> Guaranteed Terms of One Year or Less. The guaranteed interest rate is
credited from the date of deposit to the last day of the guaranteed term.
> Guaranteed Terms of Greater than One Year. Several different guaranteed
interest rates may be applicable during a guaranteed term of more than one
year. The initial guaranteed interest rate is credited from the date of
deposit to the end of a specified period within the guaranteed term. We may
credit several different guaranteed interest rates for subsequent specific
periods of time within the guaranteed term. For example, for a five-year
guaranteed term we may guarantee 7% for the first year, 6.75% for the next
two years, and 6.5% for the remaining two years. We reserve the right,
however, to apply one guaranteed interest rate for an entire guaranteed
term.
We will not guarantee or credit a guaranteed interest rate below the minimum
rate specified in the contract, nor will we credit interest at a rate above the
guaranteed interest rate we announce prior to the start of a deposit period.
Our guaranteed interest rates are influenced by, but do not necessarily
correspond to, interest rates available on fixed income investments we may buy
using deposits directed to the Guaranteed Account (see "Investments"). We
consider other factors when determining guaranteed interest rates including
regulatory and tax requirements, sales commissions and administrative expenses
borne by the Company, general economic trends, and competitive factors. We make
the final determination regarding guaranteed interest rates. We cannot predict
the level of future guaranteed interest rates.
Maturity of a Guaranteed Term. At least 18 calendar days prior to the maturity
of a guaranteed term we will notify you of the upcoming deposit period, the
projected value of the amount maturing at the end of the guaranteed term, and
the guaranteed interest rate(s) and guaranteed term(s) available for the
current deposit period.
When a guaranteed term matures, the amounts in any maturing guaranteed term may
be:
> Transferred to a new guaranteed term(s), if available under the contract;
> Transferred to any of the allowable investment options available under the
contract; or
> Withdrawn from the contract.
8
We do not apply an MVA to amounts transferred or withdrawn from a guaranteed
term on the date the guaranteed term matures. Amounts withdrawn, however, may
be subject to an early withdrawal charge, a maintenance fee, taxation and, if
the contract holder is under age 59-1/2, tax penalties.
If we have not received direction from you by the maturity date of a guaranteed
term, we will automatically transfer the matured term value to a new guaranteed
term of similar length. If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.
Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.
You will receive a confirmation statement, plus information on the new
guaranteed rate(s) and guaranteed term.
Maturity Value Transfer Provision
If we automatically reinvest the proceeds from a matured guaranteed term, you
may transfer or withdraw from the Guaranteed Account the amount that was
reinvested without an MVA. An early withdrawal charge and maintenance fee may
apply to withdrawals. If the full amount reinvested is transferred or
withdrawn, we will include interest credited to the date of the transfer or
withdrawal. This provision is only available until the last business day of the
month following the maturity date of the prior guaranteed term. This provision
only applies to the first transfer or withdrawal request received from the
contract holder with respect to a particular matured guaranteed term value,
regardless of the amount involved in the transaction.
Transfers
- --------------------------------------------------------------------------------
We allow you to transfer all or a portion of your account value to the
Guaranteed Account or to other investment options under the contract. We do not
allow transfers from any guaranteed term to any other guaranteed term or
investment option during the deposit period for that guaranteed term or for 90
days following the close of that deposit period. The 90-day wait does not apply
to:
> Amounts transferred on the maturity date or under the maturity value
transfer provision;
> Amounts transferred from the Guaranteed Account before the maturity date
due to the election of an income phase payment option;
> Amounts distributed under a systematic distribution option; or
> Amounts transferred from an available guaranteed term in connection with
the dollar cost averaging program.
Transfers after the 90-day period are permitted from guaranteed term(s) to
other guaranteed term(s) available during a deposit period or to other
9
[Begin Callout]
Guaranteed Term Group--
A grouping of deposits or
investments having the same
guaranteed term.
[End Callout]
available investment options. We will apply an MVA to transfers made before the
end of a guaranteed term. Transfers within one calendar month of a term's
maturity date are not counted as one of the 12 free transfers of accumulated
values in the account.
When the contract holder requests the transfer of a specific dollar amount, we
account for any applicable MVA in determining the amount to be withdrawn from a
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
withdraw from the guaranteed term(s) may be more or less than the requested
dollar amount (see "Appendix I" for an example). For more information on
transfers, see the contract prospectus.
Withdrawals
- --------------------------------------------------------------------------------
The contract allows for full or partial withdrawals from the Guaranteed
Account at any time during the accumulation phase. To make a full or partial
withdrawal, a request form (available from us) must be properly completed and
submitted to our Service Center.
Partial withdrawals are made pro rata from a guaranteed term group. From each
guaranteed term group, we will first withdraw funds from the oldest deposit
period, then from the next oldest, and so on.
We may apply an MVA to withdrawals made prior to the end of a guaranteed term,
except for withdrawals made under the maturity value transfer provision (see
"Market Value Adjustment"). We may deduct an early withdrawal charge and
maintenance fee. The early withdrawal charge is a deferred sales charge which
may be deducted upon withdrawal to reimburse us for some of the sales and
administrative expenses associated with the contract. A maintenance fee, up to
$30, may be deducted pro rata from each of the funding options, including the
Guaranteed Account. Refer to the contract prospectus for a description of these
charges. When a request for a partial withdrawal of a specific dollar amount is
made, we will include the MVA in determining the amount to be withdrawn from
the guaranteed term(s) to fulfill the request. Therefore, the amount we
actually take from the guaranteed term(s) may be more or less than the dollar
amount requested. See "Appendix I" for an example.
Deferral of Payments
Under certain emergency conditions, we may defer payment of a Guaranteed
Account withdrawal for up to six months. Refer to the contract prospectus for
more details.
Reinvestment Privilege
You may elect to reinvest all or a portion of a full withdrawal during the 30
days following such a withdrawal. We must receive amounts for reinvestment
within 60 days of the withdrawal.
We will apply reinvested amounts to the current deposit period. This means that
the guaranteed annual interest rate and guaranteed terms available on the date
of reinvestment will apply. Amounts are reinvested in the same proportion as
prior to the full withdrawal. Any negative MVA we applied to a withdrawal will
not be refunded. Refer to the contract prospectus for further details.
10
[Begin Callout]
Aggregate MVA--The total of
all MVAs applied due to a
transfer or withdrawal.
Calculation of the Aggregate
MVA -- In order to satisfy a
transfer or withdrawal,
amounts may be withdrawn
from more than one
guaranteed term, with more
than one guaranteed interest
rate. In order to determine
the MVA applicable to such a
transfer or withdrawal, the
MVAs applicable to each
guaranteed term will be added
together, in order to
determine the "aggregate
MVA."
Example:
$1,000 withdrawal,
two guaranteed terms,
MVA1 = $10, MVA2 = $-30
$10 + $-30 = $-20.
Aggregate MVA = $-20.
Example:
$1,000 withdrawal,
two guaranteed terms,
MVA1 = $30, MVA2 = $-10
$30 + $-10 = $20.
Aggregate MVA = $20.
[End Callout]
Market Value Adjustment (MVA)
- --------------------------------------------------------------------------------
We apply an MVA to amounts transferred or withdrawn from the Guaranteed Account
prior to the end of a guaranteed term. To accommodate early withdrawals or
transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets
prematurely we could realize a profit or loss depending upon market conditions.
The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the MVA amount may be negative. Conversely, when interest rates
decrease after the deposit period, the value of the investment increases and
the MVA amount may be positive. Therefore, the application of an MVA may
increase or decrease the amount withdrawn from a guaranteed term to satisfy a
withdrawal or transfer request.
An MVA will not apply to:
> Amounts transferred or withdrawn at the end of a guaranteed term;
> Transactions made under the maturity value transfer provision;
> Transfers due to participation in the dollar cost averaging program*;
> Amounts distributed under a systematic distribution option--see "Systematic
Distribution Options" in the contract prospectus;
> Withdrawals for minimum distributions required by the Tax Code and for
which the early withdrawal charge is waived; and
> Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.
* If you discontinue the dollar cost averaging program and transfer the
amounts in it, subject to the Company's terms and conditions governing
guaranteed terms, to another guaranteed term, an MVA will apply.
MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due
to the withdrawal (see sidebar on this page for an example of the calculation
of the aggregate MVA). The following withdrawals will be subject to an
aggregate MVA only if it is positive:
> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).
All other withdrawals will be subject to an aggregate MVA, regardless of
whether it is positive or negative, including:
> Withdrawals due to the election of a nonlifetime income option;
> Payment of a guaranteed death benefit (due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder);
> Payment of a guaranteed death benefit more than six months after the date
of death; and
> Full or partial withdrawals during the accumulation phase (however, an MVA
may not apply in certain situations, as noted above).
11
Calculation of the MVA
The amount of the MVA depends upon the relationship between:
> The deposit period yield of U.S. Treasury Notes that will mature in the
last quarter of the guaranteed term; and
> The current yield of such U. S. Treasury Notes at the time of withdrawal.
If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from
a guaranteed term (the MVA will be negative or detrimental to the investor).
Deposit Period Yield
We determine the deposit period yield used in the MVA calculation by
considering interest rates prevailing during the deposit period of the
guaranteed term from which the transfer or withdrawal will be made. First, we
identify the Treasury Notes that mature in the last three months of the
guaranteed term. Then, we determine their yield-to-maturity percentages for the
last business day of each week in the deposit period. We then average the
resulting percentages to determine the deposit period yield.
Treasury Note information may be found each business day in publications such
as the Wall Street Journal, which publishes the yield-to-maturity percentages
for all Treasury Notes as of the preceding business day.
Current Yield
We use the same Treasury Notes identified for the deposit period yield to
determine the current yield--Treasury Notes that mature in the last three
months of the guaranteed term. However, we use the yield-to-maturity
percentages for the last business day of the week preceding the withdrawal and
average those percentages to get the current yield.
MVA Formula
The mathematical formula used to determine the MVA is:
x
{ (1+i) } ----
{ (1+j) } 365
where i is the deposit period yield; j is the current yield; and x is the
number of days remaining (computed from Wednesday of the week of withdrawal) in
the guaranteed term. (For examples of how we calculate MVA, refer to Appendix
I.)
We make an adjustment in the formula of the MVA to reflect the period of time
remaining in the guaranteed term from the Wednesday of the week of a
withdrawal.
12
Contract Charges
- --------------------------------------------------------------------------------
Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including the Guaranteed Account.
The contract may have a maintenance fee of up to $30 that we will deduct, on an
annual basis, pro rata from all funding options including the Guaranteed
Account. We may also deduct a maintenance fee upon full withdrawal of a
contract.
The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.
We do not deduct mortality and expense risk charges and other asset-based
charges that may apply to variable funding options from the Guaranteed Account.
These charges are only applicable to the variable funding options.
We may deduct premium taxes of up to 4% from amounts in the Guaranteed Account.
During the accumulation phase, transfer fees of up to $10 per transfer may be
deducted from amounts held in or transferred from the Guaranteed Account.
Refer to the contract prospectus for details on contract deductions.
Other Topics
- --------------------------------------------------------------------------------
Income Phase
The Guaranteed Account may not be used as a funding option during the income
phase. Amounts invested in guaranteed terms must be transferred to one or more
of the options available to fund income payments before income payments can
begin.
An aggregate MVA, as previously described, may be applied to amounts
transferred to fund income payments before the end of a guaranteed term.
Amounts used to fund lifetime income payments will receive either a positive
aggregate MVA or none at all; however, amounts transferred to fund a
nonlifetime income payment option may receive either a positive or negative
aggregate MVA.
Refer to the contract prospectus for a discussion of the income phase.
Investments
Amounts applied to the Guaranteed Account will be deposited to a nonunitized
separate account established under Florida law. (Prior to January 5, 2000,
these amounts were held in an a nonunitized separate account established under
Connecticut law.) A nonunitized separate account is a separate account in which
the contract holder does not participate in the performance of the assets
through unit values or any other interest. Contract holders allocating funds to
the nonunitized separate account do not receive a unit value of ownership of
assets accounted for in this separate account. The
13
risk of investment gain or loss is borne entirely by the Company. All Company
obligations due to allocations to the nonunitized separate account are
contractual guarantees of the Company and are accounted for in the separate
account. All of the general assets of the Company are available to meet our
contractual guarantees. To the extent provided for in the applicable contract,
the assets of the nonunitized separate account are not chargeable with
liabilities resulting from any other business of the Company. Income, gains and
losses of the separate account are credited to or charged against the separate
account without regard to other income, gains or losses of the Company.
Types of Investments. We intend to invest primarily in investment-grade fixed
income securities including:
> Securities issued by the United States Government;
> Issues of United States Government agencies or instrumentalities (these
issues may or may not be guaranteed by the United States Government);
> Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or
any other nationally-recognized rating service;
> Other debt instruments, including those issued or guaranteed by banks or
bank holding companies, and of corporations, which although not rated by
Moody's, Standard & Poor's, or other nationally recognized rating services,
are deemed by the Company's management to have an investment quality
comparable to securities which may be purchased as stated above; and
> Commercial paper, cash or cash equivalents, and other short-term
investments having a maturity of less than one year which are considered by
the Company's management to have investment quality comparable to
securities which may be purchased as stated above.
We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we may sell a futures contract
or purchase a put option on futures or securities to protect the value of
securities held in or to be sold for the nonunitized separate account.
Similarly, if securities prices are expected to rise, we may purchase a futures
contract or a call option against anticipated positive cash flow or may
purchase options on securities.
We are not obligated to invest the assets attributable to the contract
according to any particular strategy, except as required by Florida and other
state insurance laws. The guaranteed interest rates established by the Company
may not necessarily relate to the performance of the nonunitized separate
account.
Distribution of Contracts
Aetna Life Insurance and Annuity Company (ALIAC) serves as principal
underwriter for the securities sold through this prospectus. ALIAC is
registered as a broker-dealer with the SEC and is a member of the National
Association of Securities Dealers, Inc.
Certain broker-dealers may be offered special guaranteed rates in connection
with the Guaranteed Account offered through the contracts, and ALIAC may
negotiate different commissions for these broker-dealers. For additional
information, see the contract prospectus.
14
Taxation
You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contract. Refer to the contract prospectus for a
discussion of tax considerations.
Taxation of the Company. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code of 1986, as amended. We own all
assets supporting the contract obligations of the Guaranteed Account. Any
income earned on such assets is considered income to the Company. We do not
intend to make any provision or impose a charge under the contract with respect
to any tax liability of the Company.
Taxation of Payments and Distributions. For information concerning the tax
treatment of payments to and distributions from the contract, please refer to
the contract prospectus.
Experts
We have incorporated by reference into Post Effective Amendment No. 5 to the
Registration Statement of which this prospectus is a part and/or into this
prospectus:
> The balance sheets of the Company as of December 31, 1999 and 1998 and the
related statements of income, changes in shareholder's equity and cash
flows and related schedule for each of the years in the three-year period
ended December 31, 1999; and
> The reports of KPMG LLP.
These statements are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999. We have relied upon the reports of KPMG LLP,
independent certified public accountants, and upon their authority as experts
in accounting and auditing.
Legal Matters and Proceedings
The validity of the securities offered by this prospectus has been passed upon
by Counsel to the Company.
In recent years, several life insurance and annuity companies have been named as
defendants in lawsuits, including class action lawsuits, relating to life
insurance and annuity pricing and sales practices. A purported class action
complaint was filed in the Circuit Court of Lauderdale County, Alabama on March
28, 2000, by Loretta Shaner against ALIAC, an affiliate of the Company which
serves as principal underwriter for the securities described in this prospectus
(the "Shaner Complaint"). The Shaner Complaint seeks unspecified compensatory
damages from ALIAC and unnamed affiliates of ALIAC. The Shaner Complaint claims
that ALIAC's sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (e.g., IRAs) is improper. This
litigation is in the preliminary stages. ALIAC intends to defend the action
vigorously.
Further Information
This prospectus does not contain all of the information contained in the
registration statement of which this prospectus is a part. Portions of the
registration statement have been omitted from this prospectus as allowed by
15
the Securities and Exchange Commission (SEC). You may obtain the omitted
information from the offices of the SEC, as described below.
We are required by the Securities Exchange Act of 1934 to file periodic reports
and other information with the SEC. You may inspect or copy information
concerning the Company at the Public Reference Room of the SEC at:
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
You may also obtain copies of these materials at prescribed rates from the
Public Reference Room of the above office. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
You may also find more information about the Company at www.aetna.com.
A copy of the Company's annual report on Form 10-K for the year ended December
31, 1999 accompanies this prospectus. We refer to Form 10-K for a description
of the Company and its business, including financial statements. We intend to
send contract holders annual account statements and other such legally-required
reports. We do not anticipate such reports will include periodic financial
statements or information concerning the Company.
You can find this prospectus and other information the Company files
electronically with the SEC on the SEC's web site at www.sec.gov.
Incorporation of Certain Documents by Reference
We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K.
The registration statement for this prospectus incorporates some documents by
reference. We will provide a free copy of any such documents upon the written
or oral request of anyone who has received this prospectus. We will not include
exhibits to those documents unless they are specifically incorporated by
reference into the document. Direct requests to:
Aetna Insurance Company of America
151 Farmington Avenue
Hartford, CT 06156
1-800-531-4547
Inquiries
You may contact us directly by writing or calling us at the address or phone
number shown above.
16
Appendix I
Examples of Market Value Adjustment Calculations
- --------------------------------------------------------------------------------
The following are examples of market value adjustment (MVA) calculations using
several hypothetical deposit period yields and current yields. These examples
do not include the effect of any early withdrawal charge or other fees or
deductions that may be assessed under the contract upon withdrawal.
EXAMPLE I
Assumptions:
i, the deposit period yield, is 8%
j, the current yield, is 10%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.
x
MVA = { (1+i) } ---
{ (1+j) } 365
927
= { (1.08) } ---
{ (1.10) } 365
= .9545
In this example, the deposit period yield of 8% is less than the current yield
of 10%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is requested, the
amount withdrawn from a guaranteed term will be increased to compensate for the
negative MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $2,095.34 withdrawal from the guaranteed term.
Assumptions:
i, the deposit period yield, is 5%
j, the current yield, is 6%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927
x
MVA = { (1+i) } ---
{ (1+j) } 365
927
= { (1.05) } ---
{ (1.06) } 365
= .9762
In this example, the deposit period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is requested, the
amount withdrawn from a guaranteed term will be increased to compensate for the
negative MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $2,048.76 withdrawal from the guaranteed term.
17
EXAMPLE II
Assumptions:
i, the deposit period yield, is 10%
j, the current yield, is 8%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.
x
MVA = { (1+i) } ---
{ (1+j) } 365
927
= { (1.08) } ---
{ (1.10) } 365
= 1.0477
In this example, the deposit period yield of 10% is greater than the current
yield of 8%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is requested, the
amount withdrawn from a guaranteed term will be decreased to compensate for the
positive MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $1,908.94 withdrawal from the guaranteed term.
Assumptions:
i, the deposit period yield, is 5%
j, the current yield, is 4%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.
x
MVA = { (1+i) } ---
{ (1+j) } 365
927
= { (1.08) } ---
{ (1.10) } 365
= 1.0246
In this example, the deposit period yield of 5% is greater than the current
yield of 4%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is requested, the
amount withdrawn from a guaranteed term will be decreased to compensate for the
positive MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $1,951.98 withdrawal from the guaranteed term.
18
Appendix II
Examples of Market Value Adjustment Yields
- --------------------------------------------------------------------------------
The following hypothetical examples show the MVA based upon a given current
yield at various times remaining in the guaranteed term. Table A illustrates
the application of the MVA based upon a deposit period yield of 10%; Table B
illustrates the application of the MVA based upon a deposit period yield of 5%.
The MVA will have either a positive or negative influence on the amount
withdrawn from or remaining in a guaranteed term. Also, the amount of the MVA
generally decreases as the end of the guaranteed term approaches.
TABLE A: Deposit Period Yield of 10%
Change in
Yield
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
15% +5% -29.9% -23.4% -16.3% -8.5% -4.3% -1.1%
13% +3% -19.4 -14.9 -10.2 -5.2 -2.7 -0.7
12% +2% -13.4 -10.2 -7.0 -3.5 -1.8 -0.4
11% +1% -7.0 -5.3 -3.6 -1.8 -0.9 -0.2
9% -1% 7.6 5.6 3.7 1.8 0.9 0.2
8% -2% 15.8 11.6 7.6 3.7 1.9 0.5
7% -3% 24.8 18.0 11.7 5.7 2.8 0.7
5% -5% 45.1 32.2 20.5 9.8 4.8 1.2
TABLE B: Deposit Period Yield of 5%
Change in
Deposit
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
9% +4% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% +3% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% +2% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% +1% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -1% 8.0 5.9 3.9 1.9 1.0 0.2
3% -2% 16.6 12.2 8.0 3.9 1.9 0.5
2% -3% 26.1 19.0 12.3 6.0 2.9 0.7
1% -4% 36.4 26.2 16.8 8.1 4.0 1.0
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not Applicable
Item 15. Indemnification of Directors and Officers
Florida Statutes chapter 607.0859 governs the indemnification of officers,
directors, employees and agents of a Florida corporation. Section
607.0859(1) provides that a corporation may indemnify a person who is or was
a party to a proceeding by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation (or in certain other
defined circumstances) against liability (defined as obligations to pay a
judgment, settlement, penalty, fine, including an excise tax assessed with
respect to any employee benefit plan, and expenses actually and reasonably
incurred with respect to the proceeding). Section 607.0859(2) provides that
a corporation may indemnify a person who was or is a party to any proceeding
by or in the right of the corporation to procure a judgment in its favor by
reason that the person is or was connected to the corporation as noted in
subsection (1) against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense
of litigating the proceeding to conclusion, actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including
any appeal. Indemnification under both subsection (1) and (2) is subject to
a determination that the person seeking indemnification has met the standard
of conduct set forth in the applicable subsection. However, pursuant to
section 607.0859(3), to the extent that the person seeking indemnification
has been successful in defense of any proceeding, claim or issue referred to
in subsection (1) or (2), that person shall be indemnified against expenses
that he or she actually and reasonably incurred. Expenses incurred by an
officer or director in defending any such proceeding may be paid in advance
of the final disposition of the proceeding, provided that such person
undertakes to repay any such amount if he or she is ultimately found not to
be entitled to indemnification pursuant to section 607.0850. Expenses
incurred by other employees or agents may be advanced upon such terms and
conditions deemed appropriate by the board of directors.
Section 607.0850(4) provides that any indemnification under subsection (1)
or (2), unless made pursuant to a determination by a court, shall be made
only as authorized in the specific case upon a determination that that
indemnification is proper in the circumstances because the party has met the
applicable standard of conduct set forth in subsection (1) or (2). Such
determination may be made (a) by the disinterested directors, pursuant to
section 607.0850(4)(a); (b) by a committee duly designated by the board of
directors, pursuant to section 607.0850(4)(b); (c) by independent legal
counsel, pursuant to section 607.0850(4)(c); or (d) by the shareholders,
pursuant to section 607.0850(4)(d). The reasonableness of expenses and
authorization of indemnification shall be made in the same manner, except as
otherwise required by section 607.0850(5).
The indemnification and advancement of expenses provisions of section
607.0850 are not exclusive, and a corporation may make other or further
provisions for the indemnification or advancement of expenses of parties
identified in section 607.0850(1), except as otherwise prohibited by section
607.0850(7). Indemnification and advancement of expenses may also be
ordered by a court of competent jurisdiction, pursuant to section
607.0850(9). Section 607.0850(12) specifically authorizes a corporation to
procure indemnification insurance on behalf of an individual who was a
director, officer, employer or agent of the corporation. Consistent with
this statute, Aetna Inc. has procured insurance from Lloyd's of London and
several major United States excess insurers for its directors and officers
and the directors and officers of its subsidiary, including the Depositor.
Item 16. Exhibits
Exhibits
(4.1) Variable Annuity Contract (G2-CDA-94(IR))(1)
(4.2) Variable Annuity Contract (G2-CDA-94(NQ))(1)
(4.3) Variable Annuity Contract (G-MP2(5/96))(2)
(4.4) Certificate of Group Annuity Coverage (MP2CERT(5/96))(2)
(4.5) Variable Annuity Contract (G-CDA-GP2(4/94))(3)
(4.6) Variable Annuity Contract (I-CDA-GP2(4/94))(3)
(4.7) Certificate of Group Annuity Coverage (GP2CERT(4/94))(3)
(4.8) Group Variable, Fixed, or Combination Annuity Contract
(Nonparticipating) (G-GP2(5/96))(4)
(4.9) Individual Variable, Fixed or Combination Annuity Contract
(Nonparticipating) (I-GP2(5/96))(4)
(4.10) Variable Annuity Contract (G-GP2(5/97))(3)
(4.11) Variable Annuity Contract (G-MP2(5/97))(5)
(4.12) Variable Annuity Certificate (MP2CERT(5/97))(5)
(4.13) Variable Annuity Contract (IMP2(5/97))(5)
(4.14) Certificate of Group Annuity Coverage (GP2CERT(5/97))(4)
(5) Opinion re Legality
(10) Material Contracts are listed under exhibit 10 in the Company's
Form 10-K for the fiscal year ended December 31, 1999 (File No.
33-81010), as filed with the Commission on March 23, 2000. Each of
the exhibits so listed is incorporated by reference as indicated in
the Form 10-K.
(13) Aetna Insurance Company of America Form 10-K for the fiscal year
ended December 31, 1999
(23) (a) Consent of Independent Auditors
(b) Consent of Legal Counsel (Included in Exhibit (5) above)
(24) (a) Powers of Attorney(6)
(b) Certificate of Resolution Authorizing Signature by Power of
Attorney(1)
(27) Financial Data Schedule
Exhibits other than those listed are omitted because they are not required or
are not applicable.
1. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed on June 1, 1995.
2. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-59749), as filed on April
16, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 9 to
Registration Statement on Form N-4 (File No. 33-80750), as filed on April
17, 1998.
4. Incorporated by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-4 (File No. 33-80750), as filed on April
23, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-59749), as filed on
November 26, 1997.
6. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form S-2 (File No. 33-49581), as filed on
April 4, 2000.
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows, pursuant to Item
512 of Regulation S-K:
(a) Rule 415 offerings:
(1) To file, during any period in which offers or sales of the
registered securities 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 changes 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.
(h) Request for Acceleration of Effective Date:
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 18. Financial Statements and Schedules
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Post-Effective Amendment No. 5 to the Registration Statement on Form S-2
(File No. 333-49581) to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Hartford, State of Connecticut, on
this 13th day of April, 2000.
AETNA INSURANCE COMPANY OF AMERICA
(REGISTRANT)
By: Thomas J. McInerney*
------------------------------------
Thomas J. McInerney
President
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to Registration Statement on Form S-2 has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
Thomas J. McInerney* Director and President )
- -------------------- (principal executive officer) )
Thomas J. McInerney )
)
Deborah Koltenuk* Vice President, Corporate Controller, )
- -------------------- and Assistant Treasurer (principal ) April
Deborah Koltenuk accounting and financial officer) ) 13, 2000
)
Catherine H. Smith* Director )
- -------------------- )
Catherine H. Smith )
)
Shaun P. Mathews* Director )
- -------------------- )
Shaun P. Mathews )
By: /s/ Michael A. Pignatella
------------------------------------
Michael A. Pignatella
*Attorney-in-Fact
Exhibit Index
Exhibit No. Exhibit
- ----------- -------
16(5) Opinion re Legality --------
16(13) Aetna Insurance Company of America Form 10-K for
the fiscal year ended December 31, 1999 --------
16(23)(a) Consent of Independent Auditors --------
16(23)(b) Consent of Legal Counsel *
16(27) Financial Data Schedule
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*Included in Exhibit 16(5) above