SEC Comment Letter for ING USA ANNUITY & LIFE INSURANCE CO (CIK 0000836658) — May 25, 2005
ING USA ANNUITY & LIFE INSURANCE CO (CIK 0000836658)
Date: May 25, 2005 · CIK: 0000836658 · Accession: 0000000000-05-025996
AI Filing Summary & Sentiment
File numbers found in text: 333-123457
Letter
Mail Stop 03-05 May 10, 2005 Eric G. Banta ING USA Annuity and Life Insurance Company 1290 Broadway Denver, Colorado 80203-5699
Re: ING USA Annuity and Life Insurance Company Form S-3/A filed April 22, 2005 File No. 333-123457
Dear Mr. Banta,
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment 2. Please revise to clarify that you will specifically incorporate the 34 Act reports of ING USA. You need to incorporate its 10-K into each trust`s and each 10-Q into the next filed 8-K of each trust. For subsequent 8-Ks you may refer to the financials incorporated into the relevant 8-K.
2. Please supplementally undertake to disclose any trustee fees or other trust expenses paid by a trust in the Form 8-Ks filed for that trust.
*********
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: * should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Closing
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please contact Messeret Nega at (202) 942-1891 or me at (202) 942-1850 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 03-05
May 10, 2005
Eric G. Banta
ING USA Annuity and Life Insurance Company
1290 Broadway
Denver, Colorado 80203-5699
Re: ING USA Annuity and Life Insurance Company
Form S-3/A filed April 22, 2005
File No. 333-123457
Dear Mr. Banta,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. We note your response to comment 2. Please revise to clarify
that
you will specifically incorporate the 34 Act reports of ING USA.
You
need to incorporate its 10-K into each trust`s and each 10-Q into
the
next filed 8-K of each trust. For subsequent 8-Ks you may refer
to
the financials incorporated into the relevant 8-K.
2. Please supplementally undertake to disclose any trustee fees or
other trust expenses paid by a trust in the Form 8-Ks filed for
that
trust.
*********
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Messeret Nega at (202) 942-1891 or me at
(202)
942-1850 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via Facsimile
Perry J. Shwachman
Anthony J. Ribaudo
Sidley Austin Brown & Wood LLP
(312) 853-7036
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ING USA Annuity and Life Insurance Company
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