485BPOS 1 d485bpos.htm SUPPLEMENT FOR FS OVATION - NY Supplement for FS Ovation - NY

AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 2005.

File Nos. 333-118221

811-21230


 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

Pre-Effective Amendment No. ¨

 

Post-Effective Amendment No. 2 x

 

and/or

 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 3 x

(Check Appropriate Box Or Boxes)

 


 

FS VARIABLE ANNUITY ACCOUNT NINE

(Exact Name of Registrant)

 

FIRST SUNAMERICA LIFE INSURANCE COMPANY

(“FIRST SUNAMERICA LIFE”)

(Name of Depositor)

 

733 THIRD AVENUE, 4TH FLOOR

NEW YORK, NEW YORK 10017

(Address of Depositor’s Principal Offices) (Zip Code)

 

Depositor’s Telephone Number, including Area Code: (800) 996-9786

 

CHRISTINE A. NIXON, ESQ.

FIRST SUNAMERICA LIFE INSURANCE COMPANY

C/O AIG RETIREMENT SERVICES, INC.

1 SUNAMERICA CENTER

LOS ANGELES, CALIFORNIA 90067-6022

(Name and Address of Agent for Service)

 


 

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:

 

  x immediately upon filing pursuant to paragraph (b) of Rule 485

 

  ¨ on                     , 2005 pursuant to paragraph (b) of Rule 485

 

  ¨ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

 

  ¨ on [INSERT DATE if applicable] pursuant to paragraph (a) of Rule 485

 

Title of Securities Being Registered:

 



VARIABLE SEPARATE ACCOUNT

 

Cross Reference Sheet

 

PART A - PROSPECTUS

 

Incorporated by reference to Form N-4, Post-Effective Amendment No. 1 under the Securities Act of 1933 and Amendment No. 2 under the Investment Company Act of 1940, File Nos. 333-118221 and 811-21230, filed on April 25, 2005, Accession No. 0001193125-05-083893.


PART B - STATEMENT OF ADDITIONAL INFORMATION

 

Incorporated by reference to Form N-4, Post-Effective Amendment No. 1 under the Securities Act of 1933 and Amendment No. 2 under the Investment Company Act of 1940, File Nos. 333-118221 and 811-21230, filed on April 25, 2005, Accession No. 0001193125-05-083893.

 

PART C

 

Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C of this Registration Statement.


FIRST SUNAMERICA LIFE INSURANCE COMPANY

 

FS VARIABLE ANNUITY ACCOUNT NINE

 

SUPPLEMENT TO THE PROSPECTUSES DATED MAY 2, 2005:

 

AllianceBernstein Ovation Variable Annuity

AllianceBernstein Ovation Advantage Variable Annuity (O-2944-PRO)

 

The date of the prospectus and Statement of Additional Information (“SAI”) and all references in the prospectus to the Statement of Additional Information are hereby changed to August 12, 2005.

 

The following replaces the LEGAL PROCEEDINGS sub-section in the OTHER INFORMATION section of the prospectus:

 

LEGAL PROCEEDINGS

 

There are no pending legal proceedings affecting the Separate Account. From time to time, the Company is party to various kinds of litigation incidental to its business operations. In management’s opinion, these matters are not material in relation to the financial position of the Company.

 

On May 31, 2005, AIG filed its Annual Report on Form 10-K for the year ended December 31, 2004, which included a restatement of its previously reported financial information for the years 2000-2003 and the adjustment of its previously announced results in 2004.

 

Circumstances affecting AIG can have an impact on the Company. For example, the recent downgrades and ratings actions taken by the major rating agencies with respect to AIG resulted in corresponding downgrades and ratings actions being taken with respect to the Company’s ratings. There can be no assurance that such ratings agencies will not take further action with respect to such ratings. Accordingly, we can give no assurance that any further changes in circumstances for AIG will not impact us.

 

On May 26, 2005, the New York Attorney General and the New York Superintendent of Insurance filed a civil complaint against American International Group, Inc. (“AIG”) as well as its former Chairman and Chief Executive Officer and former Vice Chairman and Chief Financial Officer, in the Supreme Court of the State of New York. The complaint asserts claims under New York’s Martin Act and Insurance Law, among others, and makes allegations concerning certain transactions entered into by AIG and certain of its subsidiaries, but in no case involving any subsidiary engaged in issuing or distributing AIG SunAmerica variable annuities. The complaint seeks disgorgement, injunctive relief, punitive damages and costs, among other things.

 

AIG is the direct parent company and an affiliated person of the First SunAmerica Life Insurance Company (the “Depositor”) and an indirect parent of AIG SunAmerica Capital Services, Inc. (the “Distributor”). Neither the Depositor nor the Distributor or their respective officers and directors have been named in the complaint, nor does the complaint seek any penalties against them.

 

In the Depositor’s view, the matters alleged in the lawsuit are not material in relation to the financial position of the Depositor or the Distributor or to their ability to provide their respective services in connection with the variable annuities. However, due to a provision in the law governing the operation of these types of investment companies, if the lawsuit results in an injunction being entered against AIG, then the Depositor and the Distributor will need to obtain permission from the Securities and Exchange Commission to continue to service the variable annuities. While the Securities and Exchange Commission has granted this type of relief to others in the past in similar circumstances, there is no assurance that this permission would be granted.

 

Page 1 of 3


The following new sub-section is added to the OTHER INFORMATION section of the prospectus:

 

FINANCIAL STATEMENTS

 

AIG Support Agreement

 

AIG has entered into a support agreement with the Company under which AIG has agreed to cause the Company to maintain a minimum net worth and liquidity to meet its policy obligations. The support agreement requires AIG to make payments solely to the Company and not to the policyholders. Under no circumstance can a policyholder proceed directly against AIG for payment on its own behalf; all actions under the support agreements must be brought by the Company, or if the Company fails to enforce its rights, by a policyholder on behalf of the Company.

 

Where You Can Find More Information

 

The SEC allows us to “incorporate by reference” some of the information the Company and AIG files with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that AIG files with the SEC will automatically update and supersede information that is incorporated earlier, as well as the information included directly in this prospectus.

 

We incorporate by reference the consolidated financial statements (including notes and financial statement schedules thereto) and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) of AIG included in AIG’s Annual Report on Form 10-K for the year ended December 31, 2004, File No.001-08787, in reliance on the report (which contains an explanatory paragraph relating to AIG’s restatement of its 2003 and 2002 consolidated financial statements and an adverse opinion on the effectiveness of internal control over financial reporting) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. All consolidated annual financial statements of AIG (including notes and financial statement schedules thereto) and management’s assessments of the effectiveness of internal control over financial reporting included in any documents or reports filed by AIG under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the effective date of this prospectus are also incorporated by reference.

 

The Company and AIG are subject to the informational requirements of the Exchange Act. The Company and AIG file reports and other information with the SEC to meet those requirements. AIG and the Company file this information electronically pursuant to EDGAR, and it is available to the public through the SEC’s website at http://www.sec.gov. You can also inspect and copy this information at SEC public facilities at the following locations:

 

Washington, District of Columbia

100 F. Street, N.E., Room 1580

Washington, DC 20549

Chicago, Illinois

175 W. Jackson Boulevard

Chicago, IL 60604

New York, New York

3 World Financial, Room 4300

New York, NY 10281

 

To obtain copies by mail contact the Washington, D.C. location. After you pay the fees as prescribed by the rules and regulations of the SEC, the required documents are mailed. The Company will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of the

 

Page 2 of 3


above documents incorporated by reference. Requests for these documents should be directed to the Company’s Annuity Service Center, as follows:

 

Annuity Service Center

Delaware Valley Financial Services

P.O. Box 3031

Berwyn, PA 19312-0031

Telephone Number: (800) 255-8402

 

Dated: August 12, 2005

 

Please keep this Supplement with your Prospectus.

 

Page 3 of 3


PART C—OTHER INFORMATION

 

Item 24. Financial Statements and Exhibits

 

(a) Financial Statements

 

The following financial statements are incorporated herein by reference to this Registration Statement:

 

Financial statements of First SunAmerica Life Insurance Company at December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and financial statements of FS Variable Annuity Account Nine at December 31, 2004, and for the period from December 30, 2004 (inception) to December 31, 2004 are incorporated by reference to Form N-4, Post-Effective Amendment No. 1 under the Securities Act of 1933 and Amendment No. 2 under the Investment Company Act of 1940, File Nos. 333-118221 and 811-21230, filed on April 25, 2005, Accession No. 0001193125-05-083893.

 

(b) Exhibits

 

(1)    Resolution Establishing Separate Account    *
(2)    Form of Custody Agreements    Not Applicable
(3)        (a) Form of Distribution Contract    ***
         (b) Form of Selling Agreement    **
(4)    Variable Annuity Contract    ***
         (a) Variable Annuity Contract    ***
         (b) Annual Ratchet Plan (Optional Death Benefit Endorsement)    ***
         (c) Guaranteed Minimum Account Value Endorsement    ***
(5)    Application for Contract    ***
(6)    Depositor—Corporate Documents     
         (a) Certificate of Incorporation    **
         (b) Amended and Restated By-Laws    **
(7)    Reinsurance Contract    Not Applicable
(8)    Form of Fund Participation Agreement     
         (a) Alliance Variable Products Series Fund, Inc.    ***
(9)    Opinion of Counsel    ***
     Consent of Counsel    Not Applicable
(10)    Consent of Independent Registered Public Accounting Firm    Filed Herewith
(11)    Financial Statements Omitted from Item 23    Not Applicable
(12)    Initial Capitalization Agreement    Not Applicable
(13)    Performance Computations    Not Applicable
(14)    Diagram and Listing of All Persons Directly or Indirectly Controlled By or Under Common Owner Control with First SunAmerica Life Insurance Company the Depositor of Registrant    +
(15)    Powers of Attorney    *
(16)    Other     
         (a) Guarantee Agreement of American Home Assurance Company    Filed Herewith
         (b) Support Agreement by American International Group, Inc.    Filed Herewith

* Incorporated by reference to initial Form N-4 File Nos. 333-118221 and 811-21230, filed August 13, 2004, accession number 0001193125-04-140426.
** Incorporated by reference to Post-Effective Amendment 5 and 7 of File Nos. 333-85014 and 811-08810, filed January 30, 1998, accession number 0000950148-98-000132.
*** Incorporated by reference to Pre-Effective 1 and Post Effective Amendment No. 1 to this Registration Statement, filed February 8, 2005, accession number 0001193125-05-022146.
+ Incorporated by reference to Post-Effective Amendment Nos. 1 and 2 of File Nos. 333-118221 and 811-21230, filed on April 25, 2005, Accession No. 0001193125-05-083893.


Item 25. Directors and Officers of the Depositor

 

The officers and directors of First SunAmerica Life Insurance Company are listed below. Their principal business address is 1 SunAmerica Center, Los Angeles, California 90067-6022, unless otherwise noted.

 

Name


  

Position


Jay S. Wintrob

   Director, Chief Executive Officer & President

James R. Belardi

   Director and Senior Vice President

Marc H. Gamsin

   Director and Senior Vice President

N. Scott Gillis***

   Director, Senior Vice President and Chief Financial Officer

Jana W. Greer***

   Director and Senior Vice President

Bruce R. Abrams**

   Director, Senior Vice President

Christine A. Nixon

   Director, Senior Vice President and Secretary

M. Bernard Aidinoff*

   Director

Marion E. Fagen*

   Director

Patrick J. Foley*

   Director

Cecil C. Gamwell III*

   Director

Jack R. Harnes*

   Director

David L. Herzog*

   Director

John I. Howell*

   Director

Ernest T. Patrikis*

   Director

Michael J. Akers**

   Senior Vice President

Gregory M. Outcalt

   Senior Vice President

Stewart R. Polakov***

   Senior Vice President and Controller

Edwin R. Raquel***

   Senior Vice President and Chief Actuary

Kurt W. Bernlohr**

   Vice President

Michelle H. Powers**

   Vice President

Mallary L. Reznik

   Vice President

Stephen Stone***

   Vice President

Edward T. Texeria***

   Vice President

Virginia N. Puzon

   Assistant Secretary

* Principal business address 70 Pine Street, New York, NY 10270
** Principal business address is 2727 Allen Parkway, Houston, TX 77019
*** Principal business address is 21650 Oxnard Street, Woodland Hills, CA 91367

 

Item 26. Persons Controlled By or Under Common Control With Depositor or Registrant

 

The Registrant is a separate account of First SunAmerica Life (Depositor). Depositor is a subsidiary of American International Group, Inc. (“AIG”). For a complete listing and diagram of all persons directly or indirectly controlled by or under common control with the Depositor or Registrant, see Exhibit 14. An organizational chart for AIG can be found in Form 10-K, SEC file number 001-08787, accession number 0000950123-05-006884, filed May 31, 2005.

 

Item 27. Number of Contract Owners

 

Sales of this contract have not yet begun.

 

Item 28. Indemnification

 

Section 719 of the Business Corporation Law of the State of New York permits the indemnification of directors, officers, employees and agents of New York corporations. Section 10 of the Third Article of the Company’s Certificate of Incorporation and Article Fifteen of the Company’s parent, AIG Retirement Services, Inc. By-Laws provide for 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.

 

Additionally, pursuant to the Distribution Agreement filed as Exhibit 3(a) to this Registration Statement, Depositor has agreed to indemnify and hold harmless AIG SunAmerica Capital Services, Inc. (“Distributor”) for damages and expenses arising out of (1) any untrue statement or alleged untrue statement of a material fact contained in materials prepared by Depositor in conjunction with the offer and sale of the contracts, or Depositor’s failure to comply with applicable law or other material breach of the Distribution Agreement. Likewise, the Distributor has agreed to indemnify and hold harmless Depositor and its affiliates, including its officers, directors and the separate account, for damages and expenses arising out of any untrue statement or alleged untrue statement of a material fact contained in materials prepared by Distributor in conjunction with the offer and sale of the contracts, or Distributor’s failure to comply with applicable law or other material breach of the Distribution Agreement.

 

Pursuant to the Selling Agreement, a form of which is filed as Exhibit 3(b) to this Registration Statement, Depositor and Distributor are generally indemnified by selling broker/dealers firms from wrongful conduct or omissions in conjunction with the sale of the contracts.


Item 29 Principal Underwriter

 

  (a) AIG SunAmerica Capital Services, Inc. acts as distributor for the following investment companies:

 

AIG SunAmerica Life Assurance Company—Variable Separate Account

AIG SunAmerica Life Assurance Company—Variable Annuity Account One

AIG SunAmerica Life Assurance Company—Variable Annuity Account Two

AIG SunAmerica Life Assurance Company—Variable Annuity Account Four

AIG SunAmerica Life Assurance Company—Variable Annuity Account Five

AIG SunAmerica Life Assurance Company—Variable Annuity Account Seven

AIG SunAmerica Life Assurance Company—Variable Annuity Account Nine

First SunAmerica Life Insurance Company—FS Variable Separate Account

First SunAmerica Life Insurance Company—FS Variable Annuity Account One

First SunAmerica Life Insurance Company—FS Variable Annuity Account Two

First SunAmerica Life Insurance Company—FS Variable Annuity Account Five

First SunAmerica Life Insurance Company—FS Variable Annuity Account Nine

Presidential Life Insurance Company—Variable Account One

Anchor Series Trust

Seasons Series Trust

SunAmerica Series Trust

SunAmerica Style Select Series, Inc. issued by AIG SunAmerica Asset Management Corp. (AIG SAAMCo)

SunAmerica Equity Funds issued by AIG SAAMCo

SunAmerica Income Funds issued by AIG SAAMCo

SunAmerica Money Market Funds, Inc. issued by AIG SAAMCo

SunAmerica Strategic Investment Series, Inc. issued by AIG SAAMCo

SunAmerica Senior Floating Rate Fund, issued by AIG SAAMCo

VALIC Company I and

VALIC Company II

 

(b) Directors, Officers and principal place of business:

 

Officer/Directors*


  

Position


Peter A. Harbeck

   Director

J. Steven Neamtz

   Director, President & Chief Executive Officer

Debbie Potash-Turner

   Senior Vice President, Chief Financial Officer & Controller

John T. Genoy

   Vice President

James Nichols

   Vice President

Thomas Lynch

   Chief Compliance Officer

Christine A. Nixon**

   Secretary

Virginia N. Puzon**

   Assistant Secretary

* Unless otherwise indicated, the principal business address of AIG SunAmerica Capital Services, Inc. and of each of the above individuals is Harborside Financial Center, 3200 Plaza 5, Jersey City, New Jersey 07311.
** Principal business address is 1 SunAmerica Center, Los Angeles, California 90067.

 

(c) AIG SunAmerica Capital Services, Inc. retains no compensation or commissions from the Registrant.


Item 30. Location of Accounts and Records

 

All of the accounts, books, records or other documents required to be kept by Section 31(a) of the Investment Company Act of 1940 and its rules are maintained by Depositor at 21650 Oxnard Ave., Woodland Hills, California 91367 or its record keeper, Delaware Valley Financial Services, P.O. Box 3031, Berwyn, PA 19312-0031, which provides certain servicing for the Depositor.

 

Item 31. Management Services

 

Not Applicable.

 

Item 32. Undertakings

 

Registrant undertakes to: (a) file post-effective amendments to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted; (b) include either (1) as part of any application to purchase a Contract offered by the prospectus forming a part of the Registration Statement, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the Applicant can remove to send for a Statement of Additional Information; and (c) deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.

 

The Registrant hereby represents that it is relying upon a No-Action Letter issued to the American Council of Life Insurance dated November 28, 1988 (Commission ref. IP-6-88). The Registrant has complied with conditions one through four on the no-action letter.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 (“Act”) 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.

 

The Depositor represents that the fees and charges to be deducted under the variable annuity contract described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the contract.


SIGNATURES

 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment Nos. 2 and 3 to its Registration Statement on Form N-4 (File Nos. 333-118221 and 811-21230) to be signed on its behalf, in the City of Los Angeles, and the State of California, on this 12th day of August 2005.

 

FS VARIABLE ANNUITY ACCOUNT NINE
(Registrant)

By:

 

By:

 

FIRST SUNAMERICA LIFE INSURANCE COMPANY  

 

/S/ JAY S. WINTROB

    Jay S. Wintrob,
Chief Executive Officer

 

FIRST SUNAMERICA LIFE INSURANCE COMPANY
(Depositor)
By:   /S/    JAY S. WINTROB        
    Jay S. Wintrob,
Chief Executive Officer

 

As required by 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


JAY S. WINTROB*


Jay S. Wintrob

  

Chief Executive Officer, President & Director (Principal Executive Officer)

  August 12, 2005

/S/ BRUCE R. ABRAMS


Bruce R. Abrams

  

Director

  August 12, 2005

/S/ M. BERNARD AIDINOFF


M. Bernard Aidinoff

  

Director

  August 12, 2005

JAMES R. BELARDI*


James R. Belardi

  

Director

  August 12, 2005

 


Marion E. Fajen

  

Director

  August 12, 2005

/S/ PATRICK J. FOLEY


Patrick J. Foley

  

Director

  August 12, 2005

MARC H. GAMSIN*


Marc H. Gamsin

  

Director

  August 12, 2005

/S/ CECIL C. GAMWELL III


Cecil C. Gamwell III

  

Director

  August 12, 2005

N. SCOTT GILLI*


N. Scott Gillis

  

Senior Vice President, Chief Financial Officer & Director (Principal Financial Officer)

  August 12, 2005


JANA W. GREER*


Jana W. Greer

  

Director

  August 12, 2005

/S/ JACK R. HARNES


Jack R. Harnes

  

Director

  August 12, 2005

/S/ DAVID L. HERZOG


David L. Herzog

  

Director

  August 12, 2005

/S/ JOHN I. HOWELL


John I. Howell

  

Director

  August 12, 2005

CHRISTINE A. NIXON*


Christine A. Nixon

  

Director

  August 12, 2005

/S/ ERNEST T. PATRIKIS


Ernest T. Patrikis

  

Director

  August 12, 2005

STEWART R. POLAKOV*


Stewart R. Polakov

  

Senior Vice President and Controller
(Principal Accounting Officer)

  August 12, 2005

*/S/    MALLARY L. REZNIK


Mallary L. Reznik

Attorney-in-fact

       August 12, 2005


EXHIBIT INDEX

 

EXHIBIT NO.

  

DESCRIPTION


(10)    Consent of Independent Registered Public Accounting Firm
16(a)    Guarantee Agreement of American Home Assurance Company
16(b)    Support Agreement by American International Group, Inc.