485BXT 1 n4esii.txt DELAYING AMENDMENT As filed with the Securities and Exchange Commission on September 30, 2005 Registration Nos. 333-28679; 811-05626 ------------------------------------------------------------------------------- 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. 34 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [X] (Check appropriate box or boxes) SEPARATE ACCOUNT B (Exact Name of Registrant) ING USA ANNUITY AND LIFE INSURANCE COMPANY (Name of Depositor) 1475 Dunwoody Drive West Chester, Pennsylvania 19380-1478 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code (610) 425-3400 Linda E. Senker, Esq. James A. Shuchart, Esq. ING ING 1475 Dunwoody Drive 1475 Dunwoody Drive West Chester, PA 19380-1478 West Chester, PA 19380-1478 (610) 425-4139 (610) 425-3563 (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on October 30, 2005 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: Interests in a separate account under flexible premium deferred variable annuity contracts. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- EXPLANATION NOTE The purpose of this Post-Effective Amendment No. 34 is to prevent Post-Effective Amendment No. 33 to the Registration Statement on Form N-4 (File No. 333-28679) filed on August 5, 2005 from automatically going effective on October 3, 2005. We have received comments on the prospectus contained in Post-Effective Amendment No. 33 from the staff, and we are currently working to address those comments. PART A, B and C Parts A and C of this Post-Effective Amendment No. 34 incorporate by reference Parts A and C of Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File No. 333-28679) as filed electronically on August 5, 2005. Part B of this Post-Effective Amendment No. 34 incorporates by reference Part B of Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 333-28679), as filed on April 20, 2005. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Separate Account B, has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania, on the 30th day of September, 2005. SEPARATE ACCOUNT B (Registrant) By: ING USA ANNUITY AND LIFE INSURANCE COMPANY (Depositor) By: -------------------- Harry Stout* President (principle executive officer) By: /s/ Linda E. Senker ------------------------ Linda E. Senker Counsel of Depositor As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on September 30, 2005. Signature Title --------- ----- President -------------------- (principle executive officer) Harry Stout* Chief Accounting Officer -------------------- Roger W. Fisher* DIRECTORS OF DEPOSITOR ---------------------- David A. Wheat* Chief Financial Officer (principle accounting officer) ---------------------- Jacques de Vaucleroy* ---------------------- Thomas J. McInerney* ---------------------- Kathleen A. Murphy* ---------------------- Catherine H. Smith* By: /s/ Linda E. Senker ------------------------ Linda E. Senker Counsel of Depositor *Executed by Linda E. Senker on behalf of those indicated pursuant to Power of Attorney.