-----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, ITBqHdYaYiCFkyvgPIKsJmDDtP/TTvIgw2PCmv+qzzSUtd1dul1811Av2A735GBE 8rCocdf+0o8EPfEHSp7SoQ== 0000881453-03-000209.txt : 20031006 0000881453-03-000209.hdr.sgml : 20031006 20031006171600 ACCESSION NUMBER: 0000881453-03-000209 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 3 333-103889 FILED AS OF DATE: 20031006 EFFECTIVENESS DATE: 20031006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SKANDIA LIFE ASSURANCE CORP/CT CENTRAL INDEX KEY: 0000881453 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 061241288 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-109515 FILM NUMBER: 03930181 BUSINESS ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039261888 MAIL ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 S-2MEF 1 asls2_fees-1003.htm ASL asl s-2 fees
                                 Filed with the Securities and Exchange Commission on October 6, 2003

                                                      Registration No. 333-
=======================================================================================================================================
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        WASHINGTON, D.C. 20549

                                                             Registration
                                                              On Form S-2

                                        Registration Statement Under The Securities Act of 1933

                                         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                         -------------------------------------------
                                   (Exact name of registrant as specified in its charter)

                                                         CONNECTICUT
                                                         -----------
                               (State or other jurisdiction of incorporation or organization)

                                                             63
                                                             --
                                  (Primary Standard Industrial Classification Code Number)

                                                         06-1241288
                                                         ----------
                                            (I.R.S. Employer Identification No.)

                               ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
                               --------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

                                           TIMOTHY P. HARRIS, CORPORATE SECRETARY
                               ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
                               --------------------------------------------------------------
            (Name, address, including zip code, and telephone number, including area code, of agent for service)

                                                          Copy To:
                                                       CHARLES C. SPRAGUE, ESQ.
                                                 Vice President and Corporate Counsel
                                    One Corporate Drive, Shelton, Connecticut 06484 (973) 802-6997
                                    --------------------------------------------------------------

                                   Approximate date of commencement of proposed sale to the public:
                   October 6, 2003 or as soon as practicable 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:  .

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 the Form, check the following:  .

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.
(The Securities Act registration number of the earlier effective registration statement is 333-103889.)

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 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
                                                    Calculation of Registration Fee
=======================================================================================================================================
            Title of each                                 Proposed              Proposed
              class of                                     maximum               maximum
             securities              Amount               offering              aggregate             Amount of
                to be                 to be                 price               offering            registration
             registered            registered             per unit               price*                  fee
- ---------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------------
          Annuity Contracts                                                    $12,000,000             $970.80
- ---------------------------------------------------------------------------------------------------------------------------------------
*This  filing is being made  pursuant  to Rule  462(b)  under the  Securities  Act of 1933 to  register  an  additional  $12 million of
interests  in market  value-adjusted  annuity  contracts.  This  amount  equals 20% of the  amount  that was last  registered  with the
Commission,  in a filing dated March 18, 2003. That  registration  statement is incorporated by reference  herein. As permitted by Rule
457(o) under the Securities Act of 1933, the filing fee set forth above was calculated  based on the maximum  aggregate  offering price
of $12 million.  The market value adjusted  securities are sold according to dollar value,  and are not denominated in either shares or
units.
=======================================================================================================================================
ASL [Wells Flex/FUSI ASL]





                                                              NOTE

The entire content of the Registration Statement on Form S-2 (File No. 333-103889) which was filed on April 28, 2003, is
incorporated herein by reference and made a part of this Registration Statement.



                                                           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  registration  statement  to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of  Shelton,  State of  Connecticut,  on the 6th
day of October, 2003.

                                           AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                           Registrant


By:  _______________________________________                            Attest:  _________________________
     /s/ Timothy P. Harris, Corporate Secretary                                   /s/ Kathleen A. Chapman

Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed below by the following
persons in the capacities and on the date indicated.

              Signature                                     Title                              Date
              ---------                                     -----                              ----
                                                (Principal Executive Officer)


          David R. Odenath*        Chief Executive Officer and President              October 6, 2003
          -----------------
          David R. Odenath


                                  (Principal Financial Officer and Principal Accounting Officer)


         __________________            Executive Vice President and                   October 6, 2003
       /s/Anthony Piszel                 Chief Financial Officer




                                                       (Board of Directors)


      James Avery*                            Vivian Banta*                              Richard Carbone*
      ------------                            ------------                               ----------------
      James AveryVivian Banta                 Richard Carbone


      Helen Galt*                             Ronald Joelson*                            David R. Odenath*
      -----------                             ---------------                            -----------------
      Helen Galt                              Ronald Joelson                            David R. Odenath


                                    *By:  _____________________________
                                          -----------------------------
                                          /s/   Timothy P. Harris

     *Pursuant to Powers of Attorney filed with  Post-Effective Amendment No. 2 to Registration Statement No. 333-96577
                                                                                                                           -










EX-23 4 asl_s2fees-counsel.htm ASL S2 FEES COUNSEL asl s-2 fees counsel
October 6, 2003





American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484


         RE:      Registration Statement on Form S-2
                  filed by American Skandia Life Assurance Corporation, Registrant
                  Securities Act Registration No. 333-___________


Dear Sir/Madam:

I have  acted as Counsel to  American  Skandia  Life  Assurance  Corporation  (the  "Company"),  a  Connecticut
insurance  company,  in connection with the registration of certain securities with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  in the form of a market  value  adjustable  fixed
investment option (the "Contracts") issued by the Company.

I have examined or caused to be examined such  documents  (including the Form S-2  registration  statement) and
reviewed or caused to be reviewed such questions of law as I considered  necessary and appropriate,  and on the
basis of such examination and review, it is my opinion that:

1.       The Company is a corporation  duly organized and validly  existing as a stock life  insurance  company
     under the laws of the State of  Connecticut  and is duly  authorized  by the  Insurance  Department of the
     State of Connecticut to issue the Contracts.
2.       The Contracts,  when issued as contemplated by the Form S-2  Registration  Statement,  will constitute
     legal, validly issued and binding obligations of the Company.

I hereby  consent to the filing of this opinion as an exhibit to the Form S-2  registration  statement  for the
Contracts.


                                                     Sincerely yours,



                                                     /s/ Laura K. Kealey

                                                     Laura K. Kealey
                                                     Counsel

EX-23 5 asls2_fees-ey.htm ASL S2 FEES EY asl s2 fees ey
                                          Consent of Independent Auditors

We  consent to the  incorporation  by  reference  in the  Registration  Statement  on Form S-2 of our report  dated
February 3, 2003,  with  respect to the  consolidated  financial  statements  of American  Skandia  Life  Assurance
Corporation  for the year ended  December  31, 2002  included in its  Registration  Statement on Form S-2 (File No.
333-103889) filed with the Securities and Exchange Commission.



                                                              /s/ERNST & YOUNG LLP

Hartford, Connecticut
October 2, 2003




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