As filed with the Securities and Exchange Registration No. 33-64331
Commission on November 24, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aetna Life Insurance and Annuity Company
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Connecticut
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71-0294708
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151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-4686
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Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, 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. [X]
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 [X]
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 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 in Prospectus Dated
Form S-2 May 1, 1997 And As Amended
- -------- By Supplement Dated
Item No. Part A (Prospectus) December 31, 1997
- -------- ------------------- ---------------
1 Forepart of the Registration Statement and Outside Cover Page
Front Cover Page of Prospectus.......................
2 Inside Front and Outside Back Cover Pages Cover Page
of Prospectus........................................
3 Summary Information, Risk Factors and Ratio of Summary Information, and as amended;
Earnings to Fixed Charges............................ Description of Contracts, and as
amended; Financial Statements
4 Use of Proceeds...................................... Investments
5 Determination of Offering Price...................... Not Applicable
6 Dilution............................................. Not Applicable
7 Selling Security Holders............................. Not Applicable
8 Plan of Distribution................................. Distribution of Contracts
9 Description of Securities to be Registered........... Description of Contracts, and as amended
10 Interests of Named Experts and Counsel............... Not Applicable
11 Information with Respect to the Not applicable
Registrant...........................................
12 Incorporation of Certain Information by Reference.... Incorporation of Certain Document by
Reference, and as amended
13 Disclosure of Commission Position on Indemnification Indemnification
for Securities Act Liabilities.......................
AETNA LIFE INSURANCE AND ANNUITY COMPANY
AETNA MULTI-RATE ANNUITY
Supplement dated December 31, 1997 to Prospectus Dated May 1, 1997
The information in this Supplement updates and amends the information contained
in the Prospectus dated May 1, 1997 (the "Prospectus") and should be read with
that Prospectus.
[bullet] Inside Cover of Prospectus - Incorporation of Certain Documents By
Reference
The following is added to the section entitled "Incorporation Of Certain
Documents By Reference".
The Company's latest Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission pursuant to Section 15(d) of the
Exchange Act, is incorporated by reference into this Prospectus. Part I of Form
10-Q is part of this Supplement.
The Company's Quarterly Reports on Form 10-Q, for the quarters ending March 31,
1997 and June 30, 1997, filed with the Commission pursuant to Section 15(d) of
the Exchange Act, are incorporated by reference into this Prospectus.
[bullet] Page 5 - Summary Information
The tenth paragraph of the section entitled "Summary Information" has been
replaced with the following:
After you own your Contract for one year, you are entitled to one Special
Withdrawal per year, up to a maximum amount equal to 10% of the current value of
your Contract at the time of your withdrawal. Also, if the current value of your
Contract meets the minimum dollar amounts established by the Company, you can
arrange a program of Systematic Withdrawals. Systematic Withdrawals allow you to
withdraw specified amounts or percentages of your Contract's current value or to
withdraw amounts over specified time periods that you determine. Similarly, for
Contracts purchased as Individual Retirement Annuities, except for an Individual
Retirement Annuity under Section 408A of the Internal Revenue Code of 1986
("Roth IRA"), if you are at least age 70 1/2 and the current value of your
Contract meets the minimum dollar amounts established by the Company, you can
arrange a program of annual withdrawals through the Estate Conservation Option.
This option is designed to provide annual payments in an amount equal to the
minimum distribution that is required to be withdrawn each year under the
federal tax laws. Surrender fees do not apply to Special Withdrawals, Systematic
Withdrawals or withdrawals under the Estate Conservation Option or the Nursing
Home Waiver, but such withdrawals may be subject to taxes, penalties and
withholding taxes. (See "Federal Income Taxes.")
[bullet] Page 7 - Description of Contracts
The fourth paragraph of the section entitled THE APPLICATION PROCESS has been
replaced with the following:
A Contract may be purchased as a rollover Individual Retirement Annuity by
transferring amounts previously accumulated (rollover amounts) under another
Individual Retirement Annuity or an Individual Retirement Account under Section
408 of the Internal Revenue Code of 1986 ("Tax Code"), or a retirement plan
qualified under Section 401 or 403 of the Tax Code. A Roth IRA Contract is a
special form of Individual Retirement Annuity which can accept nondeductible
contributions. When used as a Roth IRA, the Contract can only accept transfers
and rollovers from an Individual Retirement Annuity/Individual Account, subject
to ordinary income tax, or from another Roth IRA. Subject to state regulatory
approval, Roth IRA Contracts will be available on and after January 1, 1998.
[bullet] Page 10 -Withdrawals and Surrenders
The following is added to the section entitled THE ESTATE CONSERVATION OPTION.
Estate Conservation Option is not available under the Roth IRA Contract.
[bullet] Page 16 - Taxes You or Others Pay - Qualified Contracts
The following is added to the section entitled CONTRACTS PURCHASED AS A ROLLOVER
INDIVIDUAL RETIREMENT ANNUITY.
For Roth IRAs, the minimum distribution rules do not apply prior to your death.
You are not required to begin taking minimum annual distributions by April 1 of
the calendar year following the calendar year you attain age 70-1/2. The general
rule that Annuity payments may not extend beyond your life/life expectancy or
beyond the joint lives/joint life expectancies of you and your Beneficiary does
not apply to a Roth IRA. Minimum distribution rules apply to the Beneficiary at
your death.
Section 408A of the Tax Code permits eligible individuals to contribute to a
Roth IRA on an after-tax (nondeductible) basis.
Distributions from other types of qualified plans are not permitted to be
transferred or rolled over to a Roth IRA. A Roth IRA can accept
transfers/rollovers only from an IRA, subject to ordinary income tax, or from
another Roth IRA.
Any "qualified" distribution from a Roth IRA is not includible in gross income.
A "qualified" distribution is any distribution made after you have attained age
59-1/2, or on account of your death or disability, or for a qualified first-time
home purchase. A distribution will not be treated as "qualified" if it is made
within the 5-taxable year period
beginning with the first taxable year for which a contribution was made. If a
distribution is not "qualified", the accumulated earnings are includible in
income.
The 10% premature distribution penalty will apply to the taxable portion of the
distribution unless one of the exceptions under the Tax Code applies. A partial
distribution will first be treated as a return of cost basis (i.e. aggregate
amount of contributions).
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
Consolidated Statements of Income............................... 3
Consolidated Balance Sheets..................................... 4
Consolidated Statements of Changes in Shareholder's Equity...... 5
Consolidated Statements of Cash Flows........................... 6
Condensed Notes to Consolidated Financial Statements............ 7
Independent Auditors' Review Report............................. 11
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Income
(millions)
3 Months Ended September 30, 9 Months Ended September 30,
---------------------------- ----------------------------
1997 1996 1997 1996
---- ---- ---- ----
Revenue:
Premiums $68.2 $35.5 $200.1 $99.9
Charges assessed against policyholders 127.7 99.1 350.2 289.3
Net investment income 269.5 259.7 804.9 771.8
Net realized capital gains 8.8 0.1 17.9 17.2
Other income 9.6 9.4 28.8 34.6
----- ----- ------- -------
Total revenue 483.8 403.8 1,401.9 1,212.8
Benefits and expenses:
Current and future benefits 286.5 245.6 853.4 719.1
Operating expenses 84.5 84.6 247.3 261.3
Amortization of deferred policy acquisition costs 40.1 17.9 92.4 46.6
Severance and facilities charges - 47.3 - 61.3
----- ----- ------- -------
Total benefits and expenses 411.1 395.4 1,193.1 1,088.3
----- ----- ------- -------
Income before income taxes 72.7 8.4 208.8 124.5
Income taxes 21.3 1.4 63.9 34.3
----- ----- ------- -------
Net income $51.4 $7.0 $144.9 $90.2
===== ===== ======= =======
See Condensed Notes to Consolidated Financial Statements.
(3)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Balance Sheets
(millions, except share data)
September 30, December 31,
Assets 1997 1996
- ------ ---- ----
Investments:
Debt securities available for sale, at fair value
(amortized cost: $12,736.4 and $12,539.1) $13,257.1 $12,905.5
Equity securities, available for sale:
Nonredeemable preferred stock (cost: $143.4 and $107.6) 166.5 119.0
Investment in affiliated mutual funds (cost: $42.0 and $77.3) 55.1 81.1
Common stock .8 .3
Short-term investments 111.8 34.8
Mortgage loans 12.9 13.0
Policy loans 453.7 399.3
--------- ---------
Total investments 14,057.9 13,553.0
Cash and cash equivalents 614.2 459.1
Accrued investment income 183.0 159.0
Premiums due and other receivables 37.3 26.6
Deferred policy acquisition costs 1,620.6 1,515.3
Reinsurance loan to affiliate 474.4 628.3
Other assets 40.1 33.7
Separate accounts assets 21,494.5 15,318.3
--------- ---------
Total assets $38,522.0 $31,693.3
========= =========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
Future policy benefits $3,757.8 $3,617.0
Unpaid claims and claim expenses 28.0 28.9
Policyholders' funds left with the Company 11,074.5 10,663.7
--------- ---------
Total insurance reserve liabilities 14,860.3 14,309.6
Other liabilities 295.2 354.7
Income taxes:
Current 37.1 20.7
Deferred 74.8 80.5
Separate accounts liabilities 21,468.6 15,318.3
--------- ---------
Total liabilities 36,736.0 30,083.8
--------- ---------
Shareholder's equity:
Common stock, par value $50 (100,000 shares
authorized; 55,000 shares issued and outstanding) 2.8 2.8
Paid-in capital 418.0 418.0
Net unrealized capital gains 96.7 60.5
Retained earnings 1,268.5 1,128.2
--------- ---------
Total shareholder's equity 1,786.0 1,609.5
--------- ---------
Total liabilities and shareholder's equity $38,522.0 $31,693.3
========= =========
See Condensed Notes to Consolidated Financial Statements.
(4)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Changes in Shareholder's Equity
(millions)
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
Shareholder's equity, beginning of year $1,609.5 $1,583.0
Net change in unrealized capital gains 36.2 (93.4)
Net income 144.9 90.2
Common stock dividends (8.3) (1.5)
Other changes 3.7 -
-------- --------
Shareholder's equity, end of period $1,786.0 $1,578.3
======== ========
See Condensed Notes to Consolidated Financial Statements.
(5)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Cash Flows
(millions)
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
Cash Flows from Operating Activities:
Net income $144.9 $90.2
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Increase in accrued investment income (24.0) (13.0)
Increase in premiums due and other receivables (8.8) (2.3)
Increase in policy loans (54.4) (29.5)
Increase in deferred policy acquisition costs (105.3) (127.2)
Decrease in reinsurance loan to affiliate 153.9 22.1
Net increase in universal life account balances 224.1 172.5
Decrease in other insurance reserve liabilities (165.5) (125.2)
Net (decrease) increase in other liabilities and other assets (122.4) 126.8
Decrease in income taxes (3.9) (23.5)
Net accretion of discount on investments (51.9) (51.1)
Net realized capital gains (17.9) (17.2)
-------- ----------
Net cash (used for) provided by operating activities (31.2) 22.6
-------- ----------
Cash Flows from Investing Activities:
Proceeds from sales of:
Debt securities available for sale 3,828.5 3,830.6
Equity securities 61.3 114.5
Mortgage loans 0.1 8.6
Investment maturities and collections of:
Debt securities available for sale 966.8 681.8
Short-term investments 43.2 21.5
Cost of investment purchases in:
Debt securities available for sale (4,811.0) (4,996.5)
Equity securities (53.6) (63.7)
Short-term investments (120.1) (35.5)
Other, net - (9.1)
-------- ----------
Net cash used for investing activities (84.8) (447.8)
-------- ----------
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 1,230.2 1,140.6
Withdrawals of investment contracts (925.8) (860.7)
Dividends paid to shareholder (8.3) (1.5)
Capital contribution to Separate Account (25.0) -
-------- ----------
Net cash provided by financing activities 271.1 278.4
-------- ----------
Net increase (decrease) in cash and cash equivalents 155.1 (146.8)
Cash and cash equivalents, beginning of period 459.1 568.8
-------- ----------
Cash and cash equivalents, end of period $614.2 $422.0
======== ==========
Supplemental cash flow information:
Income taxes paid, net $68.7 $61.4
======== ==========
See Condensed Notes to Consolidated Financial Statements.
(6)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Condensed Notes to Consolidated Financial Statements
1. Basis of Presentation
The consolidated financial statements include Aetna Life Insurance and
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company
of America and Aetna Private Capital, Inc. (collectively, the "Company").
Aetna Life Insurance and Annuity Company is a wholly owned subsidiary of
Aetna Retirement Holdings, Inc. ("HOLDCO"). HOLDCO is a wholly owned
subsidiary of Aetna Retirement Services, Inc., whose ultimate parent is
Aetna Inc. ("Aetna").
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles and are unaudited. Certain
reclassifications have been made to 1996 financial information to conform
to the 1997 presentation. These interim statements necessarily rely heavily
on estimates, including assumptions as to annualized tax rates. In the
opinion of management, all adjustments necessary for a fair statement of
results for the interim periods have been made. All such adjustments are of
a normal, recurring nature. The accompanying condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and related notes as presented in the Company's 1996
Annual Report on Form 10-K. Certain financial information that is normally
included in annual financial statements prepared in accordance with
generally accepted accounting principles, but that is not required for
interim reporting purposes, has been condensed or omitted.
2. Future Application of Accounting Standards
Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, was
issued in June 1996 and provides accounting and reporting standards for
transfers of financial assets and extinguishments of liabilities.
FAS No. 125 is effective for 1997 financial statements; however, certain
provisions relating to accounting for repurchase agreements and securities
lending are not effective until January 1, 1998. Provisions effective in
1997 did not have a material effect on the Company's financial position or
results of operations. The Company does not expect adoption of this
statement for provisions effective in 1998 to have a material effect on its
financial position or results of operations.
FAS No. 130, Reporting Comprehensive Income, was issued in June 1997 and
establishes standards for the reporting and presentation of comprehensive
income and its components in a full set of financial statements.
Comprehensive income encompasses all changes in shareholder's equity
(except those arising from transactions with owners) and includes net
income, net unrealized capital gains or losses on available for sale
securities. As this new standard only requires additional information in a
financial statement, it will not affect the Company's financial position or
results of operations. FAS No. 130 is effective for fiscal years beginning
after December 15, 1997, with earlier application permitted. The Company is
currently evaluating the presentation alternatives permitted by the
statement.
(7)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Condensed Notes to Consolidated Financial Statements
(Continued)
2. Future Application of Accounting Standards - continued
FAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, was issued in June 1997 and establishes standards for the
reporting of information relating to operating segments in annual financial
statements, as well as disclosure of selected information in interim
financial reports. This statement supersedes FAS No. 14, Financial
Reporting for Segments of a Business Enterprise, which requires reporting
segment information by industry and geographic area (industry approach).
Under FAS No. 131, operating segments are defined as components of a
company for which separate financial information is available and is used
by management to allocate resources and assess performance (management
approach). This statement is effective for year-end 1998 financial
statements. Interim financial information will be required beginning in
1999 (with comparative 1998 information). The Company does not anticipate
that this standard will significantly impact the composition of its current
operating segments, which are consistent with the management approach.
3. Financial Instruments
The Company engages in hedging activities to manage interest rate and price
risks. Such hedging activities have principally consisted of using
off-balance sheet instruments such as futures and forward contracts and
interest rate swap agreements. There were no such contracts or agreements
open as of September 30, 1997.
(8)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Condensed Notes to Consolidated Financial Statements
(Continued)
4. Severance and Facilities Charges
In the second quarter of 1996, the Company was allocated severance and
facilities reserves from Aetna to reflect actions taken or to be taken to
reduce the level of corporate expenses and other costs previously absorbed
by Aetna's property-casualty operations.
In the third quarter of 1996, the Company established severance and
facilities reserves in the Financial Services and Individual Life Insurance
segments to reflect actions taken or to be taken in order to make its
businesses more competitive.
Activity for the nine months ended September 30, 1997 within the severance
and facilities reserves (pretax, in millions) and positions eliminated
related to such actions were as follows:
Reserve Positions
--------------------------------------------------------------------------
Balance at December 31, 1996 $ 47.9 524
Actions taken (1) (19.5) (129)
-------------------------
Balance at September 30, 1997 $ 28.4 395
--------------------------------------------------------------------------
(1) Includes $9.9 million of severance-related actions and $7.0 million of
corporate allocation-related actions.
The Company's severance actions are expected to be substantially completed
by March 31, 1998. The corporate allocation actions and vacating of certain
leased office space are expected to be substantially completed in 1997.
5. Related Party Transactions
Effective December 31, 1988, the Company entered into a reinsurance
agreement with Aetna Life Insurance Company ("Aetna Life") in which
substantially all of the nonparticipating individual life and annuity
business written by Aetna Life prior to 1981 was assumed by the Company.
Effective January 1, 1997, this agreement has been amended to transition
(based on underlying investment rollover in Aetna Life) from a modified
coinsurance to a coinsurance arrangement. As a result of this change,
reserves will be ceded to the Company from Aetna Life as investment
rollover occurs and the loan previously established will be reduced.
(9)
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Condensed Notes to Consolidated Financial Statements
(Continued)
6. Litigation
The Company is involved in numerous lawsuits arising, for the most part, in
the ordinary course of its business operations. While the ultimate outcome
of litigation against the Company cannot be determined at this time, after
consideration of the defenses available to the Company and any related
reserves established, it is not expected to result in liability for amounts
material to the financial condition of the Company, although it may
adversely affect results of operations in future periods.
7. Dividends
On June 27, 1997 and August 15, 1997, the Company paid a $5.3 million and
$3.0 million, respectively, dividend to HOLDCO. The additional amount of
dividends that may be paid by the Company to HOLDCO in 1997 without prior
approval by the Insurance Commissioner of the State of Connecticut is $62.8
million.
(10)
Independent Auditors' Review Report
The Board of Directors
Aetna Life Insurance and Annuity Company:
We have reviewed the accompanying condensed consolidated balance sheet of Aetna
Life Insurance and Annuity Company and Subsidiaries as of September 30, 1997,
and the related condensed consolidated statements of income for the three-month
and nine-month periods ended September 30, 1997 and 1996, and the related
condensed consolidated statements of changes in shareholder's equity and cash
flows for the nine-month periods ended September 30, 1997 and 1996. These
condensed consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Aetna Life Insurance and Annuity
Company and Subsidiaries as of December 31, 1996, and the related consolidated
statements of income, changes in shareholder's equity, and cash flows for the
year then ended (not presented herein); and in our report dated February 4,
1997, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1996, is fairly
presented, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
/s/ KPMG PEAT MARWICK LLP
November 3, 1997
Hartford, Connecticut
(11)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not Applicable
Item 15. Indemnification of Directors and Officers
Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the 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
subsidiaries, including the Depositor.
Item 16. Exhibits and Financial Statement Schedules
(4)(a) Group Annuity Contract (Form No. G1-MGA-95)(1)
(4)(b) Individual Annuity Contract (Form No. I1-MGA-95)(2)
(4)(c) Certificate (G1CC-MGA-95) to Group Annuity Contract Form No.
G1-MGA-95
(4)(d) Endorsement (E1-MGAIRA-95-2) to Group Annuity Contract Form
No. G1-MGA-95 and Certificate No. G1CC-MGA-95
(4)(e) Endorsement (E1-MGAROTH-97) to Group Annuity Contract Form No.
G1-MGA-95 and Certificate No. G1CC-MGA-95
(5) Opinion as to Legality
(10) Material contracts are listed under Exhibit 10 in the
Company's Form 10-K for the fiscal year ended December 31,
1996 (File No. 33-23376), which was filed with the commission
on March 28, 1997 (Accession No. 0000912057-97-010670).
Each of the Exhibits so listed is incorporated by reference as
indicated in the Form 10-K
(15) Letter Re Unaudited Interim Financials
(23)(a) Consent of Independent Auditors
(23)(b) Consent of Counsel (included in Exhibit 16(5) above)
(24)(a) Powers of Attorney(3)
(24)(b) Certificate of Resolution Authorizing Signature by Power of
Attorney(4)
(27) Financial Data Schedule
Exhibits other than these listed are omitted because they are not required or
are not applicable.
1. Incorporated by reference to the Registration Statement on Form S-2 (File
No. 33-64331), as filed electronically, on November 16, 1995 (Accession No.
0000908634-95-000119).
2. Incorporated by reference to Pre-Effective Amendment No. 2 to Registration
Statement on Form S-2 (File No. 33-64331), as filed electronically, on
January 17, 1996 (Accession No. 0000908634-96-000006).
3. Incorporated by reference to Post-Effective Amendment No. 30 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically, on September 29, 1997 (Accession No. 0000950146-97-001485).
4. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically, on
April 12, 1996 (Accession No. 0000912057-96-006383).
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 the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment to the Registration Statement on Form S-2 (File No. 33-64331) to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Hartford, State of Connecticut, on this 24th day of November, 1997.
By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: Thomas J. McInerney*
---------------------------------------
Thomas J. McInerney
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Thomas J. McInerney* Director and President )
- ------------------------------------ )
Thomas J. McInerney (principal executive officer) )
)
Timothy A. Holt* Director and Chief Financial Officer ) November
- ----------------------------------- )
Timothy A. Holt ) 24, 1997
)
Christopher J. Burns* Director )
- ------------------------------------ )
Christopher J. Burns )
)
J. Scott Fox* Director )
- ------------------------------------ )
J. Scott Fox )
)
John Y. Kim* Director )
- ------------------------------------ )
John Y. Kim )
)
Shaun P. Mathews* Director )
- ------------------------------------ )
Shaun P. Mathews )
)
Deborah Koltenuk* Vice President and Treasurer, Corporate Controller )
- ------------------------------------ )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
-----------------------------
Julie E. Rockmore
*Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Exhibit Page
4(a) Group Annuity Contract (Form No. G1-MGA-95) *
4(b) Individual Annuity Contract (Form No. I1-MGA-95) *
4(c) Certificate (G1CC-MGA-95) to Group Annuity Contract Form No. G1-MGA-95 --------------
4(d) Endorsement (E1-MGAIRA-95-2) to Group Annuity Contract Form No. G1-MGA-95
and Certificate No. G1CC-MGA-95 --------------
4(e) Endorsement (E1-MGAROTH-97) to Group Annuity Contract Form No. G1-MGA-95 and
Certificate No. G1CC-MGA-95 --------------
5 Opinion as to Legality --------------
10 Material contracts are listed under Exhibit 10 in the Company's Form 10-K for *
the fiscal year ended December 31, 1996 (File No. 33-23376), which was filed
with the commission on March 28, 1997 (Accession No. 0000912057-97-010670).
Each of the Exhibits so listed is incorporated by reference as indicated in the
Form 10-K
15 Letter Re Unaudited Interim Financial Information ---------------
23(a) Consent of Independent Auditors ---------------
23(b) Consent of Counsel (included in Exhibit 16(5) above) *
24(a) Powers of Attorney *
24(b) Certificate of Resolution Authorizing Signature by Power of Attorney *
27 Financial Data Schedule --------------
*Incorporated by reference