-----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, RnCx50LxZzb61Ju4qw7vhHQOGJn+trgATQBJmIDHznvKgHxCYUvPOEpKzJhc1apq 2A3fo6+yg+LCmC1KIWXO5g== 0000837276-02-000232.txt : 20020731 0000837276-02-000232.hdr.sgml : 20020731 20020731124306 ACCESSION NUMBER: 0000837276-02-000232 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020731 EFFECTIVENESS DATE: 20020731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-30180 FILM NUMBER: 02715670 BUSINESS ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: SUITE 400 CITY: WEST CHESTER STATE: PA ZIP: 19380-1478 BUSINESS PHONE: 610-425-3516 MAIL ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: P. O. BOX 2700 CITY: WEST CHESTER STATE: PA ZIP: 19380-2700 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN CAPITAL SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19890914 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05626 FILM NUMBER: 02715671 BUSINESS ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: SUITE 400 CITY: WEST CHESTER STATE: PA ZIP: 19380-1478 BUSINESS PHONE: 610-425-3516 MAIL ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: P. O. BOX 2700 CITY: WEST CHESTER STATE: PA ZIP: 19380-2700 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN CAPITAL SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19890914 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 485BPOS 1 n4landmark.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 31, 2002 Registration Nos. 333-30180, 811-5626 - -------------------------------------------------------------------------------- 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. 6 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 168 [X] (Check appropriate box or boxes) SEPARATE ACCOUNT B (Exact Name of Registrant) GOLDEN AMERICAN 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. Kimberly J. Smith ING ING 1475 Dunwoody Drive 1475 Dunwoody Drive West Chester, PA 19380-1478 West Chester, PA 19380-1478 (610) 425-4139 (610) 425-3427 (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): [X] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on May 1, 2002 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: Deferred Combination Variable and Fixed Annuity Contracts - ---------------------------------------------------------------------------- PARTS A AND B The Prospectus, dated May 1, 2002, and the Statement of Additional Information dated May 1, 2002 are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 6 by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-30180), as filed on April 30, 2002. One supplement dated July 31, 2002 to the Prospectus is included in Part A of this Post-Effective Amendment No. 6. ING GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED JULY 31, 2002 SUPPLEMENT TO THE PROSPECTUSES DATED MAY 1, 2002 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS ISSUED BY GOLDEN AMERICAN LIFE INSURANCE COMPANY ("GOLDENSELECT ACCESS(R), GOLDENSELECT ACCESS(R)ONE, GOLDENSELECT DVA, GOLDENSELECT DVA SERIES 100, GOLDENSELECT DVA PLUS(R), GOLDENSELECT ES II(R), GOLDENSELECT GENERATIONS, GOLDENSELECT PREMIUM PLUS(R), GOLDENSELECT PREMIUM PLUS(R) FEATURING THE GALAXY VIP FUND, GOLDENSELECT LANDMARK, GOLDENSELECT VALUE PROSPECTUSES") ----------------------------------------------------------------------- You should keep this supplement with your Profile and Prospectus. The name of the Capital Appreciation Series of the GCG Trust has been changed to the Equity Opportunity Series. The name Equity Opportunity Series replaces the Capital Appreciation Series name wherever it appears in your Profile or Prospectus. In addition, the following changes are applicable: 1. Expenses: The expenses of the Equity Opportunity Series are identical to those for the Capital Appreciation Series. Therefore, there is no change to the expense tables or expense examples shown in the Profile or Prospectus for the Capital Appreciation Series, other than the change in the name of the Series. 2. The information for the Capital Appreciation Series contained in Appendix B, The Investment Portfolios, is hereby replaced with the following information for the Equity Opportunity Series: INVESTMENT OBJECTIVE Long-term capital growth PRINCIPAL STRATEGIES Invests primarily in attractively valued equity securities of companies with current or emerging earnings growth believed to be not fully appreciated or recognized by the market. The Portfolio also may invest in preferred stocks and debt instruments that are consistent with its investment objective. The Portfolio also may invest up to 25% of its assets in foreign securities. 124362 GoldenSelect Prospectuses 7/31/02 PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Value Investing Risk, Foreign Investment Risk and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. DERIVATIVE RISK refers to the risk that there will be an imperfect correlation between the value of the instruments and the underlying assets; risk of default by the other party to certain transactions; risk that the transaction may result in losses that partially or completely offset gains in portfolio positions; and risk that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Jennison Associates LLC The information concerning the investment portfolios in the remainder of the Profile and in the Prospectus remain unchanged. ING GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 124362 GoldenSelect Prospectuses 2 7/31/02 PART C -- OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS (a) (1) All relevant financial statements are incorporated by reference into Part B of this registration statement. (2) Schedules I, III and IV follow. All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are omitted because they are not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto. (3) FAS No. 142 - Transitional Disclosures
SCHEDULE I SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES (DOLLARS IN THOUSANDS) BALANCE SHEET DECEMBER 31, 2001 COST(1) VALUE AMOUNT - -------------------------------------------------------------------------------------------------------------------------------- TYPE OF INVESTMENT Fixed maturities, available for sale: Bonds: United States government and governmental agencies and authorities.... $132,081 $129,125 $129,125 Public utilities...................................................... 39,775 38,746 38,746 Foreign government.................................................... 143,574 146,687 146,687 Corporate securities.................................................. 1,111,798 1,116,788 1,116,788 Other asset-backed securities......................................... 388,250 393,836 393,836 Mortgage-backed securities............................................ 167,049 169,731 169,731 ---------------------------------------------- Total fixed maturities, available for sale............................ 1,982,527 1,994,913 1,994,913 Equity securities: Common stocks: industrial, miscellaneous, and all other............... 74 55 55 Mortgage loans on real estate............................................ 213,883 213,883 Policy loans............................................................. 14,847 14,847 Short-term investments................................................... 10,021 10,021 --------------- -------------- Total investments........................................................ $2,221,352 $2,233,719 =============== ============== Note 1: Cost is defined as original cost for common stocks, amortized cost for bonds and short-term investments, and unpaid principal for policy loans and mortgage loans on real estate, adjusted for amortization of premiums and accrual of discounts.
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION (DOLLARS IN THOUSANDS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K - ------------------------------------------------------------------------------------------------------------------------------------ FUTURE POLICY AMORTIZA- BENEFITS, OTHER BENEFITS TION OF LOSSES, POLICY CLAIMS, DEFERRED DEFERRED CLAIMS CLAIMS INSURANCE LOSSES POLICY POLICY AND UNEARNED AND PREMIUMS NET AND ACQUI- OTHER ACQUISITION LOSS REVENUE BENEFITS AND INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES INCOME EXPENSES COSTS EXPENSES* WRITTEN - ------------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED DECEMBER 31, 2001: Life insurance $709,042 $2,178,189 $6,241 $836 $163,805 $94,396 $209,082 $45,229 $232,659 -- YEAR ENDED DECEMBER 31, 2000: Life insurance $635,147 $1,062,891 $6,817 $82 $144,877 $64,140 $200,031 $55,154 $143,764 -- YEAR ENDED DECEMBER 31, 1999: Life insurance $528,957 $1,033,701 $6,300 $8 $82,935 $59,169 $182,221 $33,119 $(83,370) -- * This includes policy acquisition costs deferred for first year commissions and interest bonuses, premium credit, and other expenses related to the production of new business. The costs related to first year interest bonuses and the premium credit are included in benefits claims, losses, and settlement expenses.
SCHEDULE IV REINSURANCE Column A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - -------------------------------------------------------------------------------------------------------------------------------- PERCENTAGE CEDED TO ASSUMED OF AMOUNT GROSS OTHER FROM OTHER NET ASSUMED AMOUNT COMPANIES COMPANIES AMOUNT TO NET - -------------------------------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 2001: Life insurance in force................. $169,252,000 $94,783,000 -- $74,469,000 -- ================================================================================ AT DECEMBER 31, 2000: Life insurance in force................. $196,334,000 $105,334,000 -- $91,000,000 -- ================================================================================ AT DECEMBER 31, 1999: Life insurance in force................. $225,000,000 $119,575,000 -- $105,425,000 -- ================================================================================
FAS No. 142 - TRANSITIONAL DISCLOSURES Had the Companies been accounting for goodwill under SFAS No. 142 for all periods presented, the Companies' net income would have been as follows: For The Twelve For The Twelve For The Twelve Months Ended Months Ended Months Ended December 31, 2001 December 31, 2000 December 31, 1999 (in thousands) (in thousands) (in thousands) Reported net income after tax $(3,954) $19,180 $11,214 Add back goodwill amortization, net of tax 3,778 3,778 3,778 -------------------- ------------------- -------------------- Adjusted net income after tax $ (176) $22,958 $14,992 ---------------------------------------------- -------------------- ------------------- --------------------
EXHIBITS (b) 1 Resolution of the Board of Directors of Depositor authorizing the establishment of the Registrant (1) 2 Not Applicable 3 (a) Distribution Agreement between the Depositor and Directed Services, Inc. (1) (b) Form of Dealers Agreement (1) (c) Organizational Agreement (1) (d) Form of Assignment Agreement for Organizational Agreement (1) 4 (a) Deferred Combination Variable and Fixed Annuity Group Master Contract (4) (b) Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract (4) (c) Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate (4) (d) Flexible Premium Individual Deferred Variable Annuity Contract (4) (e) Individual Retirement Annuity Rider Page (1) (f) ROTH Individual Retirement Annuity Rider (1) (g) Minimum Guaranteed Accumulation Benefit Rider (REV) (5) (h) Minimum Guaranteed Income Benefit Rider (REV) (5) (i) Minimum Guaranteed Withdrawal Benefit Rider (REV) (5) (j) Death Benefit Endorsement No.1 (REV)(7% Solution Enhanced) (5) (k) Death Benefit Endorsement No.2 (REV)(Ratchet Enhanced) (5) (l) Death Benefit Endorsement No.3 (REV)(Standard) (5) (m) Death Benefit Endorsement No.4 (REV)(Max 7 Enhanced) (5) (n) Death Benefit Endorsement No.5 (Base Death Benefit) (5) (o) Earnings Enhancement Death Benefit Rider (5) 5 (a) Individual Deferred Combination Variable and Fixed Annuity Application (4) (b) Group Deferred Combination Variable and Fixed Annuity Enrollment Form (4) (c) Individual Deferred Variable Annuity Application (4) 6 (a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (03/01/95) (1) (b) By-Laws of Golden American, dated (01/07/94) (1) (c) Resolution of the board of directors for Powers of Attorney, dated (04/23/99) (1) 7 Not applicable 8 (a) Administrative Services Agreement between Golden American and Equitable of Iowa companies (1) (b) Service Agreement between Golden American and Directed Services, Inc. (1) (c) Asset Management Agreement between Golden American and ING Investment Management LLC (1) (d) Reciprocal Loan Agreement between Golden American and ING America Insurance Holdings, Inc. (1) (e) Revolving Note Payable between Golden American and SunTrust Bank (1) (f) Surplus Note, dated 12/17/96, between Golden American and Equitable of Iowa Companies (2) (g) Surplus Note, dated 12/30/98, between Golden American and Equitable Life Insurance Company of Iowa (2) (h) Surplus Note, dated 09/30/99, between Golden American and ING AIH (2) (i) Surplus Note, dated 12/08/99, between Golden American and First Columbine Life Insurance Company (1) (j) Surplus Note, dated, 12/30/99, between Golden American and Equitable Life Insurance Company of Iowa (1) (k) Reinsurance Agreement, dated 06/30/00, between Golden American and Equitable Life Insurance Company of Iowa (3) (l) Renewal of Revolving Note Payable between Golden American and SunTrust Bank as of July 31, 2000 and expiring July 31, 2001 (3) (m) Participation Agreement between Golden American and PIMCO Variable Insurance Trust (4) (n) Participation Agreement between Golden American and Prudential Series Fund, Inc. (4) (o) Participation Agreement between Golden American and ING Variable Insurance Trust (4) (p) Amendment to the Participation Agreement between Golden American and Prudential Series Fund, Inc. (4) (q) Reinsurance Agreement, effective 01/01/00, between Golden American and Security Life of Denver International Limited (5) (r) Letter of Credit between Security Life of Denver International Limited and The Bank of New York for the benefit of Golden American (5) (s) Form of Participation Agreement between Golden American and ProFunds (5) (t) Amendment to the Reinsurance Agreement, amended 09/28/01, between Golden American and Security Life of Denver International Limited (6) (u) Renewal of Revolving Note Payable between Golden American and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002 (6) (v) Participation Agreement between Golden American and ING Variable Products Trust (7) (w) Participation Agreement between Golden American and Pioneer Variable Contracts Trust (7) (x) Participation Agreement between Golden American and Fidelity Distributors Corporation (7) (y) Participation Agreement between Golden American and ING Variable Insurance Trust (7) (z) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (7) (aa) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. (7) (ab) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (7) (9) Opinion and Consent of Kimberly J. Smith (10)(a) Consent of Ernst & Young LLP, Independent Auditors (b) Consent of Kimberly J. Smith, incorporated in Item 9 of this Part C, together with the Opinion of Kimberly J. Smith. (11) Not applicable (12) Not applicable (13) Schedule of Performance Data (8) (14) Not applicable (15)(a) Powers of Attorney (7) (b) Powers of Attorney of Keith Gubbay (16) Subsidiaries of ING Groep N.V. (7) (1) Incorporated herein by reference to the initial filing of a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-5626). (2) Incorporated herein by reference to Pre-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on May 10, 2000 (File Nos. 333-30180, 811-5626). (3) Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on September 13, 2000 (File Nos. 333-30180, 811-5626). (4) Incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-5626). (5) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about April 23, 2001 (File Nos. 333-30180, 811-5626). (6) Incorporated herein by reference to Post-Effective Amendment No. 4 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about October 26, 2001 (File Nos. 333-30180, 811-5626). (7) Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B (File Nos. 033-23351, 811-5626). (8) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about April 24, 2001 (File Nos. 333-30180, 811-5626). ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor - ---- ---------------- -------------- Keith Gubbay ING Insurance Operations Director and President 5780 Powers Ferry Road Atlanta, GA 30327-4390 Chris D. Schreier ReliaStar Financial Corp. Chief Financial Officer, 20 Washington Avenue South Director and Senior Vice Minneapolis, MN 55402 President Thomas J. McInerney ING Aetna Financial Services Director 151 Farmington Avenue Hartford, CT 06156 Mark A. Tullis ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 P. Randall Lowery ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Kimberly J. Smith Golden American Life Ins. Co. Executive Vice President, 1475 Dunwoody Drive General Counsel and West Chester, PA 19380 Assistant Secretary James R. McInnis Golden American Life Ins. Co. Executive Vice President 1475 Dunwoody Drive and Chief Marketing West Chester, PA 19380 Officer Stephen J. Preston Golden American Life Ins. Co. Executive Vice President 1475 Dunwoody Drive and Chief Actuary West Chester, PA 19380 Steven G. Mandel Golden American Life Ins. Co. Senior Vice President and 1475 Dunwoody Drive Chief Information Officer West Chester, PA 19380 Antonio M. Muniz Golden American Life Ins. Co. Senior Vice President, 1475 Dunwoody Drive Actuary West Chester, PA 19380 David L. Jacobson Golden American Life Ins. Co. Senior Vice President and 1475 Dunwoody Drive Assistant Secretary West Chester, PA 19380 William L. Lowe Equitable of Iowa Companies Senior Vice President, 909 Locust Street Sales & Marketing Des Moines, IA 50309 Robert W. Crispin ING Investment Management Inc. Senior Vice President 5780 Powers Ferry Road Investment Atlanta, GA 30327-4390 Boyd G. Combs ING Insurance Operations Senior Vice President 5780 Powers Ferry Road Taxation Atlanta, GA 30327-4390 David S. Pendergrass ING Insurance Operations Vice President and 5780 Powers Ferry Road Treasurer Atlanta, GA 30327-4390 Paula Cludray-Engelke ReliaStar Financial Corp. Secretary 20 Washington Avenue South Minneapolis, MN 55402 ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The Depositor owned 100% of the stock of a New York company, First Golden American Life Insurance Company of New York ("First Golden"). The primary purpose of First Golden was to offer variable products in the state of New York. First Golden was merged into ReliaStar Life Insurance Company of New York, an affiliate of the Depositor on April 1, 2002. The following persons control or are under common control with the Depositor: DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business corporation organized under the laws of the State of New York, and is wholly owned by ING Groep, N.V. ("ING"). The primary purpose of DSI is to act as a broker-dealer in securities. It acts as the principal underwriter and distributor of variable insurance products including variable annuities as required by the SEC. The contracts are issued by the Depositor. DSI also has the power to carry on a general financial, securities, distribution, advisory or investment advisory business; to act as a general agent or broker for insurance companies and to render advisory, managerial, research and consulting services for maintaining and improving managerial efficiency and operation. DSI is also registered with the SEC as an investment adviser. The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company's outstanding stock is owned and controlled by ING. Various companies and other entities controlled by ING may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth on the following organizational chart. The subsidiaries of ING Groep N.V., as of February 5, 2002, are included in this Registration Statement as Exhibit 16. ITEM 27: NUMBER OF CONTRACT OWNERS As of June 28, 2002, there are 244,041 qualified contract owners and 107,577 non-qualified contract owners in Golden American's Separate Account B. ITEM 28: INDEMNIFICATION Golden American shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of Golden American as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. Golden American may also, to the extent permitted by law, indemnify any other person who is or was serving Golden American in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. Golden American or its parents may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provision in the above paragraphs, against any such liability to the extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or 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 of whether such indemnification by the Depositor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue. ITEM 29: PRINCIPAL UNDERWRITER (a) At present, Directed Services, Inc. ("DSI"), the Registrant's Distributor, also serves as principal underwriter for all contracts issued by Golden American. DSI is the principal underwriter for Separate Account A, Separate Account B, Equitable Life Insurance Company of Iowa Separate Account A, ReliaStar Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of Golden American and The GCG Trust. (b) The following information is furnished with respect to the principal officers and directors of Directed Services, Inc., the Registrant's Distributor. The principal business address for each officer and director following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted. Name and Principal Positions and Offices Business Address with Underwriter - -------------------- --------------------- James R. McInnis Director and President Alan G. Hoden Director Stephen J. Preston Director David S. Pendergrass Vice President and Treasurer ING Insurance Operations 5780 Powers Ferry Road Atlanta, GA 30327-4390 David L. Jacobson Senior Vice President (c) 2001 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation - ----------- ------------ ------------- ----------- ------------ DSI $229,726,411 $0 $0 $0 ITEM 30: LOCATION OF ACCOUNTS AND RECORDS Accounts and records are maintained by Golden American Life Insurance Company at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478, ING Americas at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 and by Equitable Life Insurance Company of Iowa, an affiliate, at 909 Locust Street, Des Moines, Iowa 50309. ITEM 31: MANAGEMENT SERVICES None. ITEM 32: UNDERTAKINGS (a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old so long as payments under the variable annuity contracts may be accepted. (b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card 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) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. REPRESENTATIONS 1. The account meets the definition of a "separate account" under federal securities laws. 2. Golden American Life Insurance Company hereby represents that the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company. 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 Registration Statement to be signed on its behalf in the City of West Chester and Commonwealth of Pennsylvania on this 31st day of July, 2002. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Keith Gubbay* President Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker Vice President and Associate General Counsel of Depositor As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 31, 2002. Signature Title - --------- ----- President - -------------------- Keith Gubbay* DIRECTORS OF DEPOSITOR - ---------------------- Thomas J. McInerney* - ---------------------- Chris D. Schreier* - ---------------------- Mark A. Tullis* - ---------------------- P. Randall Lowery* Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker Vice President and Associate General Counsel of Depositor *Executed by Linda E. Senker on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # - ---- ------- ------ 9 Opinion and Consent of Kimberly J. Smith EX-99.B9 10(a) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10A 15(b) Power of Attorney of Keith Gubbay EX-99.B15B EX-99.B9 3 kjsopinionltrn4.txt OPINION AND CONSENT OF COUNSEL ING KIMBERLY J. SMITH Executive Vice President, General Counsel and Assistant Secretary July 30, 2002 Members of the Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Gentlemen: In my capacity as Executive Vice President and Assistant Secretary of Golden American Life Insurance Company (the "Company"), I have examined the form of Registration Statement on Form N-4 to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an indefinite number of units of interest in Separate Account B of the Company (the "Account"). I am familiar with the proceedings taken and proposed to be taken in connection with the authorization, issuance and sale of units. Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it is my opinion that: (1) The Company was organized in accordance with the laws of the State of Delaware and is a duly authorized stock life insurance company under the laws of Delaware and the laws of those states in which the Company is admitted to do business; (2) The Account is a validly established separate investment account of the Company; (3) Under Delaware law, the portion of the assets to be held in the Account equals the reserve and other liabilities for variable benefits under variable annuity contracts to be issued by the Account, and such assets are not chargeable with liabilities arising out of any other business the Company conducts; (4) The units and the variable annuity contracts will, when issued and sold in the manner described in the registration statement, be legal and binding obligations of the Company and will be legally and validly issued, fully paid, and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the registration statement and to the reference to my name under the heading "Legal Matters" in the prospectus contained in said registration statement. In giving this consent I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/Kimberly J. Smith - --------------------- 1475 Dunwoody Drive Tel: 610-425-3427 West Chester, PA 19380-1478 Fax: 610-425-3735 EX-99.B10A 4 eyconsent.txt AUDITOR CONSENT .. Exhibit 10(a) - Consent of Ernst and Young LLP, Independent Auditors We consent to the reference to our firm under the captions "Independent Auditors" and "Experts" and to the use of our report dated March 15, 2002, with respect to the consolidated financial statements of Golden American Life Insurance Company, and to the use of our report dated February 15, 2002, with respect to the financial statements of Golden American Life Insurance Company Separate Account B, incorporated by reference into Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act of 1933 (Form N-4 No. 333-30180). Our audits (to which the date of our report is March 15, 2002) also included the financial statement schedules of Golden American Life Insurance Company included in Item 24(a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. Atlanta, Georgia July 30, 2002 EX-99.B15 5 goldenpoa.txt POWER OF ATTORNEY ING POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being duly elected Directors and/or Officers of Golden American Life Insurance Company ("Golden American"), constitute and appoint, Kimberly J. Smith and Linda E. Senker, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the following Golden American registration statements, and amendments to registration statements, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as she might or could do in person, hereby ratifying and affirming all that said attorneys-in-fact and agents, or any of them, or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof: o Golden American Separate Account B Post-Effective Amendment No. 17 to the Registration Statement on Form N-4 (Nos. 333-28769; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (Nos. 333-33914; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 33 to the Registration Statement on Form N-4 (Nos. 033-23351; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 24 to the Registration Statement on Form N-4 (Nos. 033-59261; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 16 to the Registration Statement on Form N-4 (Nos. 333-28679; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 6 to the Registration Statement on Form N-4 (Nos. 333-30180; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 17 to the Registration Statement on Form N-4 (Nos. 333-28755; 811-5626). o Golden American Separate Account B Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 (Nos. 333-66757; 811-5626). SIGNATURE TITLE DATE - --------- ----- ---- /s/KEITH GUBBAY PRESIDENT AND - ------------------ DIRECTOR JULY 29, 2002 KEITH GUBBAY 1475 Dunwoody Drive ING Investment Products West Chester, PA 19380-1478 distributed by Direct Services, Inc., member NASD -----END PRIVACY-ENHANCED MESSAGE-----