-----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, IzNMrO0uiucdEEl4OSdAUAWsH6Gs7SLVGRlkZHXOijyzEJzbTebExPT/Osqxq6+W yB3llV2cFVPtYtm35a1dXQ== 0000950148-02-001707.txt : 20020717 0000950148-02-001707.hdr.sgml : 20020717 20020716173551 ACCESSION NUMBER: 0000950148-02-001707 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-08877 FILED AS OF DATE: 20020717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIG SUNAMERICA LIFE ASSURANCE CO CENTRAL INDEX KEY: 0000006342 IRS NUMBER: 860198983 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-96559 FILM NUMBER: 02704290 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 FORMER COMPANY: FORMER CONFORMED NAME: ANCHOR NATIONAL LIFE INSURANCE CO DATE OF NAME CHANGE: 19920929 S-3 1 v81365orsv3.txt FORM S-3 As filed with the Securities and Exchange Commission on July 16, 2002 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- Form S-3 Registration Statement UNDER THE SECURITIES ACT OF 1933 ------------- AIG SunAmerica 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) -------------
- -------------------------------------------------------------------------------- Proposed Proposed Title of Each Amount to Maximum Maximum Amount of Plan of Securities be Offering Price Aggregate Registration to be Registered Registered per Unit Price Fee(1) - -------------------------------------------------------------------------------- Fixed Annuity Contract $80,000,000 * * $20,000 - --------------------------------------------------------------------------------
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. / / _____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / - ------------------------------------------------------------------------------- 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. (1) Of the 50,000,000 units of interest under Fixed Annuity Contracts registered under Registration Statement No. 333-08877, as of June 30, 2002 $9,743,709 or the amount remaining upon the effective date of the filing, for which a filing fee was previously paid, are being carried forward pursuant to Rule 429. * N/A Registrant is filing this Form S-3 Registration Statement to register additional shares of securities and to make certain additional 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 Form S-3 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 APRIL 30, 2002 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 and supplemented on April 30, 2002 pursuant to Rule 424(b)(3). 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 and supplemented on October 1, 2001 pursuant to Rule 424(b)(3). 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 ....................................... $ 20,000 Printing and engraving ..................................... 50,000 Legal fees and expenses .................................... 10,000 Rating agency fees ......................................... 7,500 Miscellaneous .............................................. 10,000 --------- Total ................................................... $ 97,500 =========
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 - ----------- ----------- (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. +++++ Incorporated by Reference to Post-Effective Amendment 16 of this Registration Statement filed on Form S-3 on April 12, 2002. 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. II-3 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 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 16th day of July, 2002. By: ANCHOR NATIONAL LIFE INSURANCE COMPANY By: /s/ JAY S. WINTROB -------------------------------------- Jay S. Wintrob Chief Executive Officer 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/ JAY S. WINTROB Director, Chief Executive Officer July 16, 2002 - ------------------- (Principal Executive Officer) Jay S. Wintrob /s/ JANA W. GREER Director & President July 16, 2002 - ------------------- Jana W. Greer /s/ N. SCOTT GILLIS Director & Senior Vice President July 16, 2002 - ------------------- (Principal Financial Officer) N. Scott Gillis /s/ JAMES R. BELARDI Director & Senior Vice President July 16, 2002 - -------------------- James R. Belardi /s/ MAURICE S. HEBERT Controller & Vice President - --------------------- (Principal Accounting Officer) July 16, 2002 Maurice S. Hebert /s/ MARC H. GAMSIN Director & Senior Vice President July 16, 2002 - ------------------- Marc H. Gamsin Dated:
II-4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- 5. Opinion of Counsel re Legality of Securities (23a) Consent of Independent Accountants (24) Power of Attorney
EX-5 3 v81365orexv5.txt EXHIBIT 5 VIA EDGAR - --------- July 16, 2002 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 July 16, 2002 (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 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. I further consent to the incorporation by reference of this opinion with respect to future filings under Rule 462(b) of the Securities Act of 1933 for the sole purpose of registering additional securities. Very truly yours, /s/ CHRISTINE A. NIXON Christine A. Nixon EX-23.(A) 4 v81365orexv23wxay.txt EXHIBIT 23(A) EXHIBIT 23a 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, 2002, relating to the consolidated financial statements of AIG SunAmerica Life Assurance Company (formerly, Anchor National Life Insurance Company) appearing on page F-2 of the AIG SunAmerica Life Assurance Company's Annual Report on Form 10-KA for the year ended December 31, 2001. We consent to the incorporation by reference of our report dated June 26, 2001 relating to the financial statements of Variable Annuity Account Five (Portion Relating to the Seasons Variable Annuity), and of report dated June 26, 2001 relating to the financial statements of Variable Annuity Account Five (Portion Relating to the Seasons Select II Variable Annuity). We also consent to the reference to us under the heading "Independent Accountants" in such Prospectus. PricewaterhouseCoopers LLP Los Angeles, California July 16, 2002 EX-24 5 v81365orexv24.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS 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 the 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.
SIGNATURE TITLE DATE --------- ----- ---- /S/ JAY S. WINTROB Chief Executive Officer, July 16, 2002 - -------------------------- Director (Principal Executive Jay S. Wintrob Officer) /s/ JANA W. GREER President & Director July 16, 2002 - -------------------------- Jana W. Greer /s/ MARC H. GAMSIN Senior Vice President July 16, 2002 - -------------------------- & Director Marc H. Gamsin /s/ N. SCOTT GILLIS Senior Vice President July 16, 2002 - -------------------------- & Director N. Scott Gillis /s/ JAMES R. BELARDI Senior Vice President July 16, 2002 - -------------------------- & Director James R. Belardi /s/ MAURICE S. HEBERT Vice President & July 16, 2002 - -------------------------- Controller Maurice S. Hebert (Principal Accounting Officer)
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