485APOS 1 n4prpl.txt REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on October 28, 2002 Registration Nos. 333-28755; 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. 20 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 182 [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): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on (date) pursuant to paragraph (b) of Rule 485 [X] 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 and a Supplement to the Prospectus dated July 31, 2002 are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 20 by reference to Post-Effective Amendment No. 16 and 17 to the Registration Statement on Form N-4 (File No. 333-28755), as filed on April 29, 2002 and July 31, 2002, repectively. One supplement dated December [ ], 2002 to the Prospectus is included in Part A of this Post-Effective Amendment No. 20. ING (lion logo) GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED DECEMBER __, 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 PREMIUM PLUS PROSPECTUS" AND "GOLDENSELECT PREMIUM PLUS FEATURING THE GALAXY VIP FUND" ----------------------------- The following information supplements the "Optional Riders" section of the prospectus with regard to the benefit under the Minimum Guaranteed Income Benefit ("MGIB") Rider and the charges under all three optional benefit riders. These provisions apply only to a new category of contract owners, Yr-2003 contract owners. Yr-2003 contract owners are those who purchased contracts on or after January 15, 2003, and whose contracts contain the new living benefit rider provisions described in this supplement. OPTIONAL RIDER CHARGES The section, "Optional Rider Charges" under "Charges and Fees" in the prospectus is hereby amended to provide that the quarterly charge for the Minimum Guaranteed Accumulation Benefit Rider ("MGAB") and the Minimum Guaranteed Withdrawal Benefit Rider ("MGWB") and for the MGIB Rider in states where the Yr-2003 benefit rider is not available, is 0.1625% of the MGAB is 0.1625% of the MGAB Charge Base or original MGWB Eligible Payment Amount, as applicable (0.65% annually).. The quarterly charge for the MGIB Rider for Yr-2003 contracts is 0.1875% of the MGIB Charge Base (0.75% annually). MGIB CHARGE BASE: The MGIB Charge Base is the greater of the MGIB Rollup Base and the MGIB Ratchet Base. (i) The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c) where: (a) is the MGIB Rollup Base for Covered Funds; (b) is the MGIB Rollup Base for Special Funds; (c) is the MGIB Rollup Base for Excluded Funds; and (ii) The MGIB Ratchet Base is equal to the sum of (a) and (b) where: (a) is the MGIB Ratchet Base for Covered and Special Funds; and (b) is the MGIB Ratchet Base for Excluded Funds. CALCULATION OF MINIMUM GUARANTEED INCOME BENEFIT The section, "Minimum Guaranteed Income Benefit (MGIB) Rider" under "Optional Riders" in the prospectus is hereby amended as follows for Yr-2003 contract owners. Other than as noted below, the provisions of the prospectus remain unchanged and continue to apply. MGIB BENEFIT BASE: The MGIB Benefit Base is equal to the greater of the MGIB Rollup Benefit Base and the MGIB Ratchet Benefit Base. (i) The MGIB Rollup Benefit Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c) where: (a) is the MGIB Rollup Base for Covered Funds; (b) is the MGIB Rollup Base for Special Funds; (c) is the contract value allocated to Excluded Funds; and (ii) The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where: (a) is the MGIB Ratchet Base for Covered and Special Funds; and (b) is the contract value allocated to Excluded Funds. The MGIB ROLLUP BASE is calculated as described in the prospectus for the MGIB Base except that the MAXIMUM MGIB BASE equals 300% of eligible premiums (plus credits) adjusted pro rata for withdrawals, and the words, "MGIB Rollup Base", replace the words, or "MGIB Base". The MGIB RATCHET BASE FOR COVERED FUNDS AND SPECIAL FUNDS equals: o on the rider date, eligible premiums, or the contract value, if applicable, allocated to Covered Funds and Special Funds; o on each "quarterly anniversary date" prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds and Special Funds is set equal to the greater of : (1) the current contract value allocated to Covered Funds and Special Funds (after any deductions occurring on that date); and (2) the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior quarterly anniversary date, adjusted for any new eligible premiums and withdrawals attributable to Covered Funds or Special Funds, and transfers. o at other times, the MGIB Ratchet Base for Covered Funds and Special Funds is the MGIB Ratchet Base from the prior quarterly anniversary date, adjusted for subsequent eligible premiums and withdrawals attributable to Covered Funds or Special Funds, and transfers. The MGIB RATCHET BASE FOR EXCLUDED FUNDS is calculated the same as for Covered Funds and Special Funds, but for premiums, credits, allocations, withdrawals or transfers attributable to Excluded Funds. EFFECT OF TRANSFERS ON MGIB RATCHET BASE: Net transfers from Covered or Special Funds to Excluded Funds will reduce the MGIB Ratchet Base allocated to Covered and Special Funds on a pro-rata basis. The resulting increase in the MGIB Ratchet Base allocated to Excluded Funds will equal the reduction in the MGIB Ratchet Base allocated to Covered and Special Funds. Net transfers from Excluded Funds to Covered or Special Funds will reduce the MGIB Ratchet Base allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Ratchet Base allocated to Covered and Special Funds will equal the lesser of the net contract value transferred and the change in the MGIB Ratchet Base allocated to Excluded Funds. A "quarterly anniversary date" is the date three months from the contract date that falls on the same date in the month as the contract date. For example, if the contract date is February 12, the quarterly anniversary date is May 12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of such month. If the quarterly anniversary date falls on a weekend or holiday, we will use the value as of the subsequent business day. MGIB INCOME OPTIONS A new option is available, once during the life of the Contract, to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB Income Options available under the Rider. This option may only be exercised on a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB annuity income, as is otherwise described in the prospectus. The Contract Value will be reduced on a pro rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and rider values. The following are the MGIB Income Options available under the MGIB Rider: (a) Income for Life (Single Life or Joint with 100% Survivor) and 10-20 year certain; (b) Income for a 20-30 year period certain; (c) Any other income plan offered by the Company in conjunction with the MGIB rider on the MGIB Benefit Date. You may elect to have payments under MGIB Income Options (a) and (b) increase annually at 1%, 2% or 3%. The following table replaces the expense table in the Profile to the Prospectus, and reflects the new highest optional rider charge, assumed to be 1.14%, where the rider base is equal to the initial premium and increases by 7% each year.
EXAMPLES: --------- TOTAL ANNUAL TOTAL ANNUAL TOTAL CHARGES AT THE END OF: INSURANCE CHARGES CHARGES 1 YEAR 10 YEARS ------------------- ------------------- ----------------- --------------- WITH W/O TOTAL ANNUAL WITH W/O WITH W/O WITH W/O THE ANY INVESTMENT THE ANY THE ANY THE ANY RIDER RIDER PORTFOLIO RIDER RIDER RIDER RIDER RIDER RIDER INVESTMENT PORTFOLIO CHARGES CHARGE CHARGES CHARGES CHARGE CHARGES CHARGE CHARGES CHARGE ---------------------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 Capital Growth 3.37% 1.93% 1.02% 4.39% 2.95% $126 $471 Capital Guardian Small Cap 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Core Bond 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 Developing World 3.37% 1.93% 1.76% 5.13% 3.69% $133 $530 Diversified Mid-Cap 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 Equity Growth - S 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 Equity Income 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Equity Opportunity 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Focus Value - S 3.37% 1.93% 1.06% 4.43% 2.99% $126 $474 Fully Managed 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Fundamental Growth - S 3.37% 1.93% 1.06% 4.43% 2.99% $126 $474 Global Franchise - S 3.37% 1.93% 1.26% 4.63% 3.19% $128 $491 Growth 3.37% 1.93% 1.02% 4.39% 2.95% $126 $471 Hard Assets 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 International Enhanced 3.37% 1.93% 1.26% 4.63% 3.19% $128 $491 EAFE - S International Equity 3.37% 1.93% 1.26% 4.63% 3.19% $128 $491 Internet Tollkeeper 3.37% 1.93% 1.86% 5.23% 3.79% $134 $538 Investors 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 J.P. Morgan Fleming Small 3.37% 1.93% 1.16% 4.53% 3.09% $127 $482 Cap Equity - S Janus Growth and Income 3.37% 1.93% 1.11% 4.48% 3.04% $127 $478 Large Cap Value 3.37% 1.93% 1.01% 4.38% 2.94% $126 $470 Limited Maturity Bond 2.98% 1.93% 0.54% 3.52% 2.47% $117 $387 Liquid Asset 2.98% 1.93% 0.54% 3.52% 2.47% $117 $387 Managed Global 3.37% 1.93% 1.26% 4.63% 3.19% $128 $491 Mid-Cap Growth 3.37% 1.93% 0.89% 4.26% 2.82% $124 $460 Real Estate 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Research 3.37% 1.93% 0.89% 4.26% 2.82% $124 $460 Special Situations 3.37% 1.93% 1.11% 4.48% 3.04% $127 $478 Strategic Equity 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Total Return 3.37% 1.93% 0.89% 4.26% 2.82% $124 $460 Value Equity 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Van Kampen Growth and 3.37% 1.93% 0.95% 4.32% 2.88% $125 $465 Income AIM VARIABLE INSURANCE FUND AIM V.I. Dent Demographic 3.37% 1.93% 1.45% 4.82% 3.38% $130 $506 Trends Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP 3.37% 1.93% 0.84% 4.21% 2.77% $124 $456 Equity-Income Portfolio -S2 Fidelity VIP Growth 3.37% 1.93% 0.93% 4.30% 2.86% $125 $463 Portfolio -S2 THE GALAXY VIP FUND Equity 3.37% 1.93% 1.02% 4.39% 2.95% $126 $471 Asset Allocation 3.37% 1.93% 1.03% 4.40% 2.96% $126 $472 High Quality Bond 3.37% 1.93% 1.07% 4.44% 3.00% $126 $475 Growth and Income 3.37% 1.93% 1.42% 4.79% 3.35% $130 $503 Small Company Growth 3.37% 1.93% 2.54% 5.91% 4.47% $141 $587 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth 3.37% 1.93% 1.23% 4.60% 3.16% $128 $488 ING VARIABLE PRODUCTS TRUST ING VP Growth 3.37% 1.93% 1.10% 4.47% 3.03% $127 $477 Opportunities (S) ING VP MagnaCap (S) 3.37% 1.93% 1.10% 4.47% 3.03% $127 $477 ING VP SmallCap 3.37% 1.93% 1.10% 4.47% 3.03% $127 $477 Opportunities (S) ING VP BOND PORTFOLIO ING VP Bond Portfolio -S 3.37% 1.93% 0.75% 4.12% 2.68% $123 $448 INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF- Financial 3.37% 1.93% 1.07% 4.44% 3.00% $126 $475 Services Fund INVESCO VIF- Health 3.37% 1.93% 1.06% 4.43% 2.99% $126 $474 Sciences Fund INVESCO VIF- Leisure Fund 3.37% 1.93% 1.39% 4.76% 3.32% $130 $501 INVESCO VIF- Utilities 3.37% 1.93% 1.37% 4.74% 3.30% $129 $499 Fund THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield 3.37% 1.93% 0.75% 4.12% 2.68% $123 $448 PIMCO StocksPLUS Growth 3.37% 1.93% 0.65% 4.02% 2.58% $122 $439 and Income PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT Portfolio 3.37% 1.93% 1.04% 4.41% 2.97% $126 $472 Pioneer Mid-Cap Value VCT 3.37% 1.93% 1.11% 4.48% 3.04% $127 $478 Portfolio PROFUNDS VP ProFund VP Bull 3.37% 1.93% 1.98% 5.35% 3.91% $136 $547 ProFund VP Europe 30 3.37% 1.93% 1.89% 5.26% 3.82% $135 $540 ProFund VP Small-Cap 3.37% 1.93% 2.25% 5.62% 4.18% $138 $567 THE PRUDENTIAL SERIES FUND, INC. Jennison 3.37% 1.93% 1.04% 4.41% 2.97% $126 $472 SP Jennison International 3.37% 1.93% 2.26% 5.63% 4.19% $138 $567 Growth ING GET FUND ING GET 3.87% 1.93% 1.00% 4.87% 2.93% $131 N/A ------------------------------------------------------------------------------------------------------------------------------
EXAMPLES The following two examples are designed to show you the expenses you would pay on a $1,000 investment, that earns 5% annually. These examples replace Examples 1 and 2 currently in your prospectus. Examples 3 and 4 are unchanged. Each example assumes election of the Max 7 Enhanced Death Benefit. The examples reflect the deduction of a mortality and expense risk charge, an asset-based administrative charge, and the annual contract administrative charge as an annual charge of 0.03% of assets (based on an average contract value of $120,000). Expenses for the GET Fund, if available, also reflect the asset-based GET Fund guarantee charge of 0.50% of assets in the GET Fund. Because a GET Fund series has a five year period to maturity, no GET Fund expenses are shown in the 10 year expense column for the GET Fund. These examples also assume you elected the earnings multiplier benefit rider with a charge of 0.30% of the contract value annually and that you elected an optional benefit rider with the highest cost, an assumed charge of 1.14% annually, where the rider base is equal to the initial premium and increases by 7% annually, and the rider charge is assessed each quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per year. The assumed annual rider charge of 1.14% results from the assumption of a 7% annual increase in the rider base but only a 5% earnings increase in the contract value before expenses. Thus, 1.14% represents an annual charge over the 10-year period which is equivalent to a charge of 0.1875% of rider base per quarter over the same period. For Yr-2003 contract owners, the assumed annual rider charge is 0.75% for allocations to the Liquid Asset Portfolio or Limited Maturity Bond Portfolio. Each example also assumes that any applicable expense reimbursement of underlying portfolio expenses will continue for the periods shown. If another death benefit is elected instead of the Max 7 Enhanced Death Benefit used in the examples, the actual expenses will be less than those represented in the examples. Note that surrender charges may apply if you choose to annuitize your Contract. Thus, in the event you annuitize your Contract under circumstances which require a surrender charge, you should refer to Examples 1 and 3 which assume applicable surrender charges. Example 1: If you surrender your Contract at the end of the applicable time period and elected both the earnings multiplier benefit rider and another optional benefit rider with the highest charge, you would pay the following expenses for each $1,000 invested:
-------------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -------------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap $126 $218 $301 $470 Capital Growth $126 $218 $302 $471 Capital Guardian Small Cap $125 $216 $298 $465 Core Bond $126 $218 $301 $470 Developing World $133 $240 $336 $530 Diversified Mid-Cap $126 $218 $301 $470 Equity Growth Series $126 $218 $301 $470 Equity Income $125 $216 $298 $465 Equity Opportunity $125 $216 $298 $465 Focus Value Series $126 $219 $304 $474 Fully Managed $125 $216 $298 $465 Fundamental Growth Series $126 $219 $304 $474 Global Franchise Series $128 $225 $313 $491 Growth $126 $218 $302 $471 Hard Assets $125 $216 $298 $465 International Enhanced EAFE Series $128 $225 $313 $491 International Equity $128 $225 $313 $491 Internet Tollkeeper $134 $243 $340 $538 Investors $126 $218 $301 $470 J.P. Morgan Fleming Small Cap Equity Series $127 $222 $308 $482 Janus Growth and Income $127 $221 $306 $478 Large Cap Value $126 $218 $301 $470 Limited Maturity Bond $117 $191 $258 $387 Liquid Asset $117 $191 $258 $387 Managed Global $128 $225 $313 $491 Mid-Cap Growth $124 $214 $296 $460 Real Estate $125 $216 $298 $465 Research $124 $214 $296 $460 Special Situations $127 $221 $306 $478 Strategic Equity $125 $216 $298 $465 Total Return $124 $214 $296 $460 Value Equity $125 $216 $298 $465 Van Kampen Growth and Income $125 $216 $298 $465 AIM VARIABLE INSURANCE FUNDS AIM V.I. Dent Demographic Trends Fund $130 $231 $322 $506 FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income Portfolio -S2 $124 $213 $293 $456 Fidelity VIP Growth Portfolio -S2 $125 $216 $298 $463 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth $128 $224 $312 $488 ING VP BOND PORTFOLIO ING VP Bond Portfolio -S $123 $210 $289 $448 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities (S) $127 $221 $306 $477 ING VP MagnaCap (S) $127 $221 $306 $477 ING VP SmallCap Opportunities (S) $127 $221 $306 $477 INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF- Financial Services Fund $126 $220 $304 $475 INVESCO VIF- Health Sciences Fund $126 $219 $304 $474 INVESCO VIF- Leisure Fund $130 $229 $319 $501 INVESCO VIF- Utilities Fund $129 $228 $318 $499 THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield $123 $210 $289 $448 PIMCO StocksPLUS Growth and Income $122 $207 $284 $439 PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT Portfolio $126 $219 $303 $472 Pioneer Mid-Cap Value VCT Portfolio $127 $221 $306 $478 PROFUNDS ProFund VP Bull $136 $246 $346 $547 ProFund VP Europe 30 $135 $243 $342 $540 ProFund VP Small-Cap $138 $254 $358 $567 THE PRUDENTIAL SERIES FUND, INC. Jennison $126 $219 $303 $472 SP Jennison International Growth $138 $254 $358 $567 THE GALAXY VIP FUND Asset Allocation $126 $219 $302 $472 Equity $126 $218 $302 $471 Growth and Income $130 $230 $320 $503 High Quality Bond $126 $220 $304 $475 Small Company Growth $141 $262 $370 $587 ING GET FUND ING GET $131 $232 $324 N/A --------------------------------------------------------------------------------------------------------------------
Example 2: If you do not surrender your Contract at the end of the applicable time period and elected both the earnings multiplier benefit rider and another optional benefit rider with the highest charge, you would pay the following expenses for each $1,000 invested:
1 YEAR 3 YEARS 5 YEARS 10 YEARS THE GCG TRUST All Cap $46 $138 $231 $470 Capital Growth $46 $138 $232 $471 Capital Guardian Small Cap $45 $136 $228 $465 Core Bond $46 $138 $231 $470 Developing World $53 $160 $266 $530 Diversified Mid-Cap $46 $138 $231 $470 Equity Growth Series $46 $138 $231 $470 Equity Income $45 $136 $228 $465 Equity Opportunity $45 $136 $228 $465 Focus Value Series $46 $139 $234 $474 Fully Managed $45 $136 $228 $465 Fundamental Growth Series $46 $139 $234 $474 Global Franchise Series $48 $145 $243 $491 Growth $46 $138 $232 $471 Hard Assets $45 $136 $228 $465 International Enhanced EAFE Series $48 $145 $243 $491 International Equity $48 $145 $243 $491 Internet Tollkeeper $54 $163 $270 $538 Investors $46 $138 $231 $470 J.P. Morgan Fleming Small Cap Equity Series $47 $142 $238 $482 Janus Growth and Income $47 $141 $236 $478 Large Cap Value $46 $138 $231 $470 Limited Maturity Bond $37 $111 $188 $387 Liquid Asset $37 $111 $188 $387 Managed Global $48 $145 $243 $491 Mid-Cap Growth $44 $134 $226 $460 Real Estate $45 $136 $228 $465 Research $44 $134 $226 $460 Special Situations $47 $141 $236 $478 Strategic Equity $45 $136 $228 $465 Total Return $44 $134 $226 $460 Value Equity $45 $136 $228 $465 Van Kampen Growth and Income $45 $136 $228 $465 AIM VARIABLE INSURANCE FUNDS AIM V.I. Dent Demographic Trends Fund $50 $151 $252 $506 FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income Portfolio -S2 $44 $133 $223 $456 Fidelity VIP Growth Portfolio -S2 $45 $136 $228 $463 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth $48 $144 $242 $488 ING VP BOND PORTFOLIO ING VP Bond Portfolio -S $43 $130 $219 $448 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities (S) $47 $141 $236 $477 ING VP MagnaCap (S) $47 $141 $236 $477 ING VP SmallCap Opportunities (S) $47 $141 $236 $477 INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF- Financial Services Fund $46 $140 $234 $475 INVESCO VIF- Health Sciences Fund $46 $139 $234 $474 INVESCO VIF- Leisure Fund $50 $149 $249 $501 INVESCO VIF- Utilities Fund $49 $148 $248 $499 THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield $43 $130 $219 $448 PIMCO StocksPLUS Growth and Income $42 $127 $214 $439 PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT Portfolio $46 $139 $233 $472 Pioneer Mid-Cap Value VCT Portfolio $47 $141 $236 $478 PROFUNDS ProFund VP Bull $56 $166 $276 $547 ProFund VP Europe 30 $55 $163 $272 $540 ProFund VP Small-Cap $58 $174 $288 $567 THE PRUDENTIAL SERIES FUND, INC. Jennison $46 $139 $233 $472 SP Jennison International Growth $58 $174 $288 $567 THE GALAXY VIP FUND Asset Allocation $46 $139 $232 $472 Equity $46 $138 $232 $471 Growth and Income $50 $150 $250 $503 High Quality Bond $46 $140 $234 $475 Small Company Growth $61 $182 $300 $587 ING GET FUND ING GET $51 $152 $254 N/A --------------------------------------------------------------------------------------------------------------------
ING (lion logo) GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 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) N/A (3)(a) Distribution Agreement between the Depositor and Directed Services, Inc. (1) (b) Dealers Agreement. (1) (c) Organizational Agreement. (1) (d)(i) Addendum to Organizational Agreement. (1) (ii) Expense Reimbursement Agreement. (1) (e) Assignment Agreement for Organizational Agreement. (1) (4)(a) Individual Deferred Combination Variable and Fixed Annuity Contract. (4) (b) Group Deferred Combination Variable and Fixed Annuity Contract. (4) (c) Individual Deferred Variable Annuity Contract. (4) (d) Individual Retirement Annuity Rider Page. (1) (e) ROTH Individual Retirement Annuity Rider. (2) (f) Schedule Page to the Contract featuring The Galaxy VIP Fund. (5) (g) Minimum Guaranteed Accumulation Benefit Rider (REV) (11) (h) Minimum Guaranteed Income Benefit Rider (REV) (i) Minimum Guaranteed Withdrawal Benefit Rider (REV) (11) (j) Living Benefit Rider Endorsement (Inforce Riders) (11) (k) Death Benefit Endorsement No.1 (REV)(7% Solution Enhanced) (11) (l) Death Benefit Endorsement No.2 (REV)(Ratchet Enhanced) (11) (m) Death Benefit Endorsement No.3 (REV)(Standard) (11) (n) Death Benefit Endorsement No.4 (REV)(Max 7 Enhanced) (11) (o) Death Benefit Endorsement No.5 (Base Death Benefit) (11) (p) Death Benefit Endorsement No.6 (Inforce Contracts) (11) (q) Earnings Enhancement Death Benefit Rider (11) (5)(a)Individual Deferred Combination Variable and Fixed Annuity Application. (6) (b) Group Deferred Combination Variable and Fixed Annuity Enrollment Form. (6) (c) Individual Deferred Variable Annuity Application. (6) (6)(a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (03/01/95). (4) (b) By-Laws of Golden American, dated (01/07/94). (4) (7) Not applicable. (8)(a) Participation Agreement between Golden American and Warburg Pincus Trust. (4) (b) Participation Agreement between Golden American Life Insurance Company, The PIMCO Variable Insurance Trust and PIMCO Funds Distributors LLC (4) (c) Participation Agreement between Golden American and The Galaxy VIP Fund. (8) (d) Administrative Services Agreement between Golden American and Equitable of Iowa companies. (3) (e) Service Agreement between Golden American and Directed Services, Inc. (3) (f) Service Agreement between Golden American and EISI. (3) (g) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (8) (h) Participation Agreement between Golden American and ING Variable Insurance Trust. (8) (i) Amendment to the Participation Agreement between Golden American and The Prudential Series Fund, Inc. (10) (j) Form of Participation Agreement between Golden American and ProFunds (11) (m) Participation Agreement between Golden American and ING Variable Products Trust (13) (n) Participation Agreement between Golden American and Pioneer Variable Contracts Trust (13) (o) Participation Agreement between Golden American and Fidelity Distributors Corporation (13) (p) Participation Agreement between Golden American and ING Variable Insurance Trust (13) (q) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (13) (r) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. (13) (s) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (13) (9) Opinion and Consent of Kimberly J. Smith - To be filed by Amendment. (10)(a) Consent of Ernst & Young LLP, Independent Auditors - To be filed by Amendment. (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 (11) (14) Not applicable (15)(a) Powers of Attorney (13) (b) Power of Attorney of Keith Gubbay (14) (16) Subsidiaries of ING Groep N.V. (13) (1) Incorporated herein by reference to Pre-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 24, 1997 (File Nos. 333-28755, 811-5626). (2) 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 February 12, 1998 (File Nos. 333-28755, 811-5626). (3) 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 April 30, 1998 (File Nos. 333-28755, 811-5626). (4) Incorporated herein by reference to Post-Effective Amendment No. 5 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on April 23, 1999 (File Nos. 333-28755, 811-5626). (5) Incorporated herein by reference to Post-Effective Amendment No. 6 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on September 24, 1999 (File Nos. 333-28755, 811-5626). (6) Incorporated herein by reference to Post-Effective Amendment No. 7 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 2, 1999 (File Nos. 333-28755, 811-5626). (7) Incorporated herein by reference to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on January 26, 2000 (File Nos. 333-28755, 811-5626). (8) Incorporated herein by reference to Post-Effective Amendment No. 9 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on April 26, 2000 (File Nos. 333-28755, 811-5626). (9) Incorporated herein by reference to Post-Effective Amendment No. 10 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. 333-28755, 811-5626). (10) Incorporated herein by reference to Post-Effective Amendment No. 13 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 15, 2000 (File Nos. 333-28755, 811-5626). (11) Incorporated herein by reference to Post-Effective Amendment No. 14 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. 333-28755, 811-5626). (12) Incorporated herein by reference to Post-Effective Amendment No. 15 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. 333-28755, 811-5626). (13) 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). (14) Incorporated herein by reference to Post-Effective Amendment No. 17 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about July 31, 2002 (File Nos. 333-28755, 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 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 September 30, 2002, there are 120,476 qualified contract owners and 146,856 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, Separate Account B, has duly caused this Amendment to Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania, on the 28th day of October, 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 Amendment to Registration Statement has been signed by the following persons in the capacities indicated on October 28, 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 # ---- ------- ------ (4)(h) Minimum Guaranteed Income Benefit Rider (REV) EX-99.B4H (9) Opinion and Consent of Kimberly J. Smith - To be filed by Amendment. (10)(a) Consent of Ernst & Young LLP, Independent Auditors - To be filed by Amendment.