-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZu+N2n2wPoJwd7TyXpogVqb9200HAhH0m2fO1EEF8/4mg832BLNHXro4MVvD7P/ HYHwtRKIyJtL9Em3RoivZA== /in/edgar/work/20000530/0000950148-00-001191/0000950148-00-001191.txt : 20000919 0000950148-00-001191.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950148-00-001191 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANCHOR NATIONAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000006342 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 860198983 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-38046 FILM NUMBER: 645951 BUSINESS ADDRESS: STREET 1: 1 SUNAMERICA CENTER STREET 2: C/O THOMAS B PHILLIPS CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3107726000 MAIL ADDRESS: STREET 1: 1 SUN AMERICA CENTER CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: ANCHOR LIFE INSURANCE CO DATE OF NAME CHANGE: 19600201 S-3 1 0001.txt FORM S-3 1 As filed with the Securities and Exchange Commission on May 30, 2000 Registration No. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ANCHOR NATIONAL LIFE INSURANCE COMPANY (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 No.) 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 Life Insurance Company 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) ---------------------- =============================================================================== Title of Proposed Proposed Each Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit Price Fee - ------------------------------------------------------------------------------- Fixed Annuity Contract * * $10,000,000 $2,640 =============================================================================== 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. [X] 333-18333 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ================================================================================ 2 [Polaris II LOGO] PROFILE Incorporated by Reference to Registration Statement on Form S-3 File No.: 333-18333 filed on April 18, 2000, effective May 1, 2000. 3 [LOGO] Polaris II Prospectus Incorporated by Reference to Registration Statement on Form S-3 File No.: 333-18333 filed on April 18, 2000, effective May 1, 2000. 4 PART II ------- 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 ................................. $ 2,640 Printing and engraving ............................... 50,000 Legal fees and expenses .............................. 10,000 Rating agency fees ................................... 7,500 Miscellaneous ........................................ 10,000 -------- Total ............................................ $ 80,747 ========
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 Statement Schedules.
Exhibit No. Description ----------- ----------- (1) Form of Underwriting Agreement*** (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession** (3) (a) Articles of Incorporation*** (b) By-Laws*** (4) (a) Polaris II Group Annuity Certificate*** (b) Polaris II (Principal Rewards) Group Annuity Certificate***** (c) Polaris II Individual Annuity Contract*** (d) Polaris II (Principal Rewards) Individual Annuity Contract***** (e) Polaris II Participant Enrollment Form***** (f) Polaris II Annuity Application***** (5) Opinion of Counsel re: Legality of Securities* (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** (21) Subsidiaries of Registrant****** (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**** (28) Information Reports Furnished to State Insurance Regulatory Authority** (29) Other Exhibits**
* Herewith ** Not Applicable *** Incorporated by Reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-18333 on Form S-1 filed on April 18, 1997. **** Incorporated by Reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-18333 on Form S-3 Filed February 2, 1999. ***** Incorporated by Reference to Post-Effective Amendment No. 7 to Registration Statement No. 333-18333 on Form S-3 Filed April 1, 1999 ****** Incorporated by Reference to Post-Effective Amendment No. 8 to Registration Statement No. 333-18333 on Form S-3 Filed June 23, 1999. 5 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. 6 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-3 and has duly caused this 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 30th day of May, 2000. By: ANCHOR NATIONAL LIFE INSURANCE COMPANY By: /s/ JAY S. WINTROB --------------------------------------- Jay S. Wintrob Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ELI BROAD President, Chief Executive May 30, 2000 - ---------------- Officer, & Chairman of Eli Broad Board (Principal Executive Officer) /s/ N. SCOTT GILLIS Senior Vice President & May 30, 2000 - ---------------- Director N. Scott Gillis (Principal Financial Officer) /s/ GREGORY M. OUTCALT Senior Vice President & May 30, 2000 - ---------------------- Controller Gregory M. Outcalt (Principal Accounting Officer) /s/ JAMES R. BELARDI Senior Vice President & May 30, 2000 - ---------------- Director James R. Belardi /s/ JANA W. GREER Senior Vice President & May 30, 2000 - ---------------- Director Jana W. Greer /s/ JAY S. WINTROB Executive Vice President & May 30, 2000 - ---------------- Director Jay S. Wintrob /s/ MARC H. GAMSIN Senior Vice President & May 30, 2000 - ----------------- Director Marc H. Gamsin
7 EXHIBIT INDEX
Number Description - ------ ----------- Exhibit 5 Opinion of Counsel re: Legality of Securities Exhibit 23(a) Consent of Independent Accountants Exhibit 24 Powers of Attorney
EX-5 2 0002.txt EXHIBIT 5 1 EXHIBIT 5 ANCHOR NATIONAL LIFE INSURANCE COMPANY 1 SunAmerica Center Century City Los Angeles CA 90067-6022 310.772.6000 Mailing Address P.O. Box 54197 [LOGO] ANCHOR NATIONAL Los Angeles CA 90054-0197 A SunAmerica Company VIA EDGAR - --------- May 30, 2000 Anchor National Life Insurance Company 1 SunAmerica Center Los Angeles, CA 90067 Ladies and Gentlemen: Referring to the Registration Statement on Form S-3 filed May 30, 2000 (the "Registration Statement") by Anchor National Life Insurance Company ("Anchor National") with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, I am of the opinion that: 1) Anchor National is a duly organized and existing stock life insurance company under the laws of the State of Arizona; and 2) the annuity contracts being registered by the Registration Statement will, upon sale thereof, be legally issued, fully paid and nonassessable, and, to the extent that they are construed to constitute debt securities, will be binding obligations of Anchor National, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. I am licensed to practice law only in the State of California, and the foregoing opinions are limited to the laws of the State of California, the general corporate law of the State of Arizona and federal law. I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ CHRISTINE A. NIXON Christine A. Nixon EX-23.(A) 3 0003.txt CONSENT 1 Exhibit 23.(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 31, 2000, appearing on page F-2 of Anchor National Life Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the reference to us under the heading "Independent Accountants" in such Prospectus. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California May 30, 2000 EX-24 4 0004.txt EXHIBIT 24 1 EXHIBIT (24) POWER-OF-ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints CHRISTINE A. NIXON and MALLARY L. REZNIK or each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, as fully to all intents as he might or could do in person, including specifically, but without limiting the generality of foregoing, to (i) take any action to comply with any rules, regulations or requirements of the Securities and Exchange Commission under the federal securities laws; (ii) make application for and secure any exemptions from the federal securities laws; (iii) register additional annuity contracts under the federal securities laws, if registration is deemed necessary. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitutes, shall do or cause to be done by virtue thereof. As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ ELI BROAD President, Chief Executive May 30, 2000 - ---------------- Officer, & Chairman of Eli Broad Board (Principal Executive Officer) /s/ N. SCOTT GILLIS Senior Vice President & May 30, 2000 - ---------------- Director N. Scott Gillis (Principal Financial Officer) /s/ GREGORY M. OUTCALT Senior Vice President & May 30, 2000 - ---------------------- Controller Gregory M. Outcalt (Principal Accounting Officer) /s/ JAMES R. BELARDI Senior Vice President & May 30, 2000 - ---------------- Director James R. Belardi /s/ JANA W. GREER Senior Vice President & May 30, 2000 - ---------------- Director Jana W. Greer /s/ JAY S. WINTROB Executive Vice President & May 30, 2000 - ---------------- Director Jay S. Wintrob /s/ MARC H. GAMSIN Senior Vice President & May 30, 2000 - ----------------- Director Marc H. Gamsin -----END PRIVACY-ENHANCED MESSAGE-----