Registration No. 333-08877
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 14 ON FORM S-3 TO
FORM S-1 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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AIG SunAmerican Life Assurance Company
(doing business as ANCHOR NATIONAL LIFE INSURANCE COMPANY) ("Anchor National")
(Exact name of registrant as specified in its charter)
California 6311 86-0198983
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Number) organization)
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Christine A. Nixon, Esquire
Anchor National
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon
after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. / / _____________
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The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Registrant is filing this Post-Effective Amendment No. 14 to make certain
non-material changes to the Registration Statement. Pursuant to oral permission
to do so provided by Mr. William Kotapish to Anchor National and confirmed on
April 26, 2001, this Registration Statement contains multiple prospectuses with
the substantially similar MVA feature. The Registrant does not intend for this
Post-Effective Amendment No. 14 to delete from the Registration Statement, any
document included in the Registration Statement but not filed herein, including
any currently effective Prospectus or supplement thereto.
Seasons
[LOGO]
SEASONS PROSPECTUS
JULY 27, 2001
Incorporated by Reference to Post-Effective Amendment No. 12 under The
Securities Act of 1933 to Registration Statement File No. 333-08877 filed on
July 19, 2001.
Seasons Select II
[LOGO]
SEASONS SELECT II PROSPECTUS
OCTOBER 1, 2001
Incorporated by Reference to Post-Effective Amendment No. 13 under The
Securities Act of 1933 to Registration Statement File No. 333-08877 filed on
September 14, 2001.
Part II
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Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.
SEC registration fee ....................................... $ 5,560
Printing and engraving ..................................... 50,000
Legal fees and expenses .................................... 10,000
Rating agency fees ......................................... 7,500
Miscellaneous .............................................. 10,000
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Total ................................................... $ 83,060
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Item 15. Indemnification of Directors and Officers.
Section 10-851 of the Arizona Corporations and Associations law permits the
indemnification of directors, officers, employees and agents of Arizona
corporations. Article Eight of the Company's Restated Articles of Incorporation,
as amended and restated (the "Articles") and Article Five of the Company's
By-Laws ("By-Laws") authorize the indemnification of directors and officers to
the full extent required or permitted by the Laws of the State of Arizona, now
or hereafter in force, whether such persons are serving the Company, or, at its
request, any other entity, which indemnification shall include the advance of
expenses under the procedures and to the full extent permitted by law. In
addition, the Company's officers and directors are covered by certain directors'
and officers' liability insurance policies maintained by the Company's parent.
Reference is made to section 10-851 of the Arizona Corporations and Associations
Law, Article Eight of the Articles, and Article Five of the By-Laws, which are
incorporated herein by reference.
Item 16. Exhibits and Financial Statements Schedules.
Exhibit No. Description
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(1) Form of Underwriting Agreement ***
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession **
(3) (a) Amended and Restated Articles of Incorporation *
(b) Amended and Restated By-Laws *
(4) (a) Individual Fixed and Variable Annuity Contract+++
(b) Individual Retirement Annuity Endorsement+++
(c) Purchase Payment Accumulation Optional Death Benefit Endorsement+++
(d) Maximum Anniversary Value Optional Death Benefit Endorsement+++
(e) Spousal Continuation Death Benefit Endorsement+++
(f) Optional Income Benefit Endorsement+++
(g) Death Benefit Endorsement+++
(h) Deferred Annuity Application+++
(5) Opinion of Counsel re: Legality **
(including on Exhibit (23)(b))
(6) Opinion re Discount on Capital Shares **
(7) Opinion re Liquidation Preference **
(8) Opinion re Tax Matters **
(9) Voting Trust Agreement **
(10) Material Contracts **
(11) Statement re Computation of Per Share Earnings **
(12) Statement re Computation of Ratios **
(14) Material Foreign Patents **
(15) Letter re Unaudited Financial Information **
(16) Letter re Change in Certifying Accountant **
(23) (a) Consent of Independent Accountants *
(b) Consent of Attorney **
(24) Powers of Attorney ++++
(25) Statement of Eligibility of Trustee **
(26) Invitation for Competitive Bids **
(27) Financial Data Schedule +
II-1
(28) Information Reports Furnished to State Insurance Regulatory Authority **
(29) Other Exhibits **
* Herewith
** Not Applicable
*** Incorporated by Reference to Pre-Effective Amendment No. 1 of this
Registration Statement on Form S-1 filed on March 11, 1997.
**** Incorporated by Reference to Post Effective Amendment No. 11 of this
Registration Statement filed on Form S-3 on April 9, 2001.
+ Incorporated by Reference to Pre-Effective Amendment No. 2 to
Registration Statement No. 333-08877 on Form S-1, filed on February 1,
1999.
++ Incorporated by Reference to the Post-Effective Amendment No. 8 of this
Registration Statement filed on Form S-3 on July 19, 2000.
+++ Incorporated by Reference to Post-Effective Amendment No. 9 of this
Registration Statement filed in Form S-3 on September 25, 2000.
++++ Incorporated by Reference to Post Effective Amendment No. 10 of this
Registration Statement filed on Form S-3 on December 19, 2000.
II-2
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirement 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-3 and has duly caused this Post Effective
Amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on this 12th day of April, 2002.
By: ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
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Jay S. Wintrob
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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N. SCOTT GILLIS* Director & Senior Vice President April 12, 2002
- ------------------- (Principal Financial Officer)
N. Scott Gillis
JAMES R. BELARDI* Director & Senior Vice President April 12, 2002
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James R. Belardi
JANA W. GREER* Director & Senior Vice President April 12, 2002
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Jana W. Greer
JAY S. WINTROB* Director, President and April 12, 2002
- ------------------- Chief Executive Officer
Jay S. Wintrob (Principal Executive Officer)
MAURICE S. HEBERT*
- ------------------- Controller & Vice President April 12, 2002
Maurice S. Hebert (Principal Accounting Officer)
MARC H. GAMSIN* Director & Senior Vice President April 12, 2002
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Marc H. Gamsin
*By: /s/ CHRISTINE A. NIXON Attorney-in-Fact April 12, 2002
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Christine A. Nixon
Dated: April 12, 2002
II-4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3(a) Amended and Restated Articles of Incorporation
3(b) Amended and Restated Bylaws
(23a) Consent of Independent Accountants