As Filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-01949
811-7569
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-6EL24
PRE-EFFECTIVE AMENDMENT NO. 3
TO REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE
LIFE SEPARATE ACCOUNT
(Exact name of trust)
VALLEY FORGE LIFE INSURANCE COMPANY
(Name of depositor)
CNA Plaza, 43 South
Chicago, Illinois 60685
(Complete address of depositor's principal executive offices)
Corporate Secretary
Continental Assurance Company
CNA Plaza, 43 South
Chicago, Illinois 60685
(Name and complete address of agent for service)
Copy to:
Stephen E. Roth, Esq.
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004-2404
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
Securities Being Offered: Individual Flexible Premium Variable Life Insurance
Policies.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the
Registrant has elected to register an indefinite amount of the securities being
offered. The $500 registration fee pursuant to Rule 24f-2 was paid with the
initial filing on March 25, 1996.
The Registrant hereby amends this Registration Statement on such dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
This Pre-Effective Amendment No. 3. is being filed for the following purposes:
(1) The Management's Discussion and Analysis of Financial Condition and
Results of Operations that was included in Pre-Effective Amendment No. 2 is
hereby deleted from the Registration Statement. The Independent Auditors' Report
and the Financial Statements of Valley Forge Life Insurance Company that were
included in Pre-Effective Amendment No. 2 are incorporated herein by reference.
(2) Part II of the registration statement as included in Pre-Effective
Amendment No. 1 is hereby amended to delete the information entitled
"Representations Pursuant to Rule 6e-3(T)." That information is replaced with
the following representation pursuant to Section 26(e) of the Investment Company
Act of 1940, as amended:
REPRESENTATION PURSUANT TO SECTION 26(e)
OF THE INVESTMENT COMPANY ACT OF 1940
Valley Forge Life Insurance Company hereby represents that the fees and charges
deducted under the Policies described in the prospectus, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Valley Forge Life Insurance Company.
(3) The heading "Fund Expenses" and the narrative and tabular information
underneath it that appeared in the "Charges and Deductions" section of the
prospectus contained in Pre-Effective Amendment No. 1 to the Form S-6
registration statement will be placed immediately behind the "Diagram of Policy"
and before the heading "General Information About the Company, the Variable
Account and the Fund" in the Prospectus.
The Prospectus and the remainder of Part II contained in Pre-Effective Amendment
No. 1 and all exhibits filed or incorporated by reference in Pre-Effective
Amendment No. 1, with the exception of exhibits filed herewith, are incorporated
herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant, Valley Forge Life Insurance Company
Variable Life Separate Account, has duly caused this Pre-Effective Amendment No.
3 to the registration statement on Form S-6 to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Chicago, State of Illinois, on this 25th day of
October, 1996.
VALLEY FORGE LIFE INSURANCE COMPANY VARIABLE
LIFE SEPARATE ACCOUNT
(Registrant)
VALLEY FORGE LIFE INSURANCE COMPANY
(Depositor)
S/MARY A. RIBIKAWSKIS By: S/PETER E. JOKIEL
Attest: _____________________ ____________________________
Mary A. Ribikawskis Peter E. Jokiel
Assistant Secretary Senior Vice President,
Chief Financial Officer,
Director
Pursuant to the requirements of the Securities Act of 1933, Valley Forge Life
Insurance Company has duly caused this Pre-Effective Amendment No. 3 to the
registration statement on Form S-6 to be signed on its behalf by the undersigned
persons in their capacities with Valley Forge Insurance Company thereunto
authorized, and its seal to be hereunto affixed and attested, all in the City of
Chicago, State of Illinois, this 25th day of October, 1996.
S/MARY A. RIBIKAWSKIS By: S/PETER E. JOKIEL
Attest: _______________________ ___________________________
Mary A. Ribikawskis Peter E. Jokiel
Assistant Secretary Senior Vice President,
Chief Financial Officer,
Director
Pursuant to the requirements of the Securities Act of 1933, Valley Forge Life
Insurance Company has duly caused this Pre-Effective Amendment No. 3 to the
registration statement on Form S-6 to be signed on its behalf by the undersigned
persons in their capacities with Valley Forge Life Insurance Company thereunto
authorized, and its seal to be hereunto affixed and attested, all in the City of
Chicago, State of Illinois, this 25th day of October, 1996.
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS
<S> <C> <C>
Signature Title Date
_____________________________ ________________________________ __________________
S/DENNIS H. CHOOKASZIAN
_____________________________ Chairman of the Board, October 25, 1996
Dennis H. Chookaszian Chief Executive Officer
Director
<PAGE>
S/PHILIP L. ENGEL
_____________________________ President, Director October 25, 1996
Philip L. Engel
S/JAMES P. FLOOD
_____________________________ Senior Vice President October 25, 1996
James P. Flood
S/PETER E. JOKIEL
_____________________________ Senior Vice President,
Peter E. Jokiel Chief Financial Officer, Director October 25, 1996
S/DONALD M. LOWRY
____________________________ Senior Vice President, October 25, 1996
Donald M. Lowry General Counsel, Secretary,
Director
S/WILLIAM H. SHARKEY, JR.
____________________________ Senior Vice President, October 25, 1996
William H. Sharkey, Jr. Director
S/WILLIAM J. ADAMSON, JR.
_____________________________ Senior Vice President October 25, 1996
William J. Adamson, Jr.
S/BRUCE B. BRODIE
_____________________________ Senior Vice President October 25, 1996
Bruce B. Brodie
S/MICHAEL C. GARNER
_____________________________ Senior Vice President October 25, 1996
Michael C. Garner
S/BERNARD L. HENGESBAUGH
_____________________________ Senior Vice President October 25, 1996
Bernard L. Hengesbaugh
S/JACK KETTLER
_____________________________ Senior Vice President October 25, 1996
Jack Kettler
S/CAROLYN L. MURPHY
_____________________________ Senior Vice President October 25, 1996
Carolyn L. Murphy
S/WAYNE R. SMITH, III
_____________________________ Senior Vice President October 25, 1996
Wayne R. Smith, III
S/ADRIAN M. TOCKLIN
_____________________________ Senior Vice President October 25, 1996
Adrian M. Tocklin
S/JAE L. WITTLICH
_____________________________ Senior Vice President October 25, 1996
Jae L. Wittlich
</TABLE>
<PAGE>
This Pre-Effective Amendment No. 3 contains the following exhibits:
Exhibit 2 Opinion of Legal Counsel
Exhibit 6 Actuarial Opinion
Exhibit 7A Consent of Deloitte & Touche LLP
Exhibit 7B Consent of Sutherland, Asbill & Brennan LLP
Exhibit 2
Board of Directors
CNA INSURANCE COMPANIES
CNA Plaza, Chicago, Illinois 60685
October 25, 1996
Board of Directors
Valley Forge Life Insurance Company
CNA Plaza, 23-S
Chicago, Illinois 60685
Directors:
I have acted as counsel to Valley Forge Life Insurance Company
(the "Company"), a Pennsylvania insurance company, and Valley Forge Life
Insurance Company Variable Life Separate Account (the "Account") in connection
with the registration of an indefinite amount of securities in the form of
flexible premium variable life insurance contracts (the "Contracts") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have examined such documents (including the Form S-6 registration statement)
and reviewed such questions of law as I considered necessary and appropriate,
and on the basis of such examination and review, it is my opinion that:
1. The Company is a corporation duly organized and
validly existing as a stock life insurance company
under the laws of the Commonwealth of Pennsylvania
and is duly authorized to by the Insurance Department
of the Commonwealth of Pennsylvania to issue the
Contracts.
2. The Account is a duly authorized and existing separate
account established pursuant to the provisions of
Section 40-37-109 of the Pennsylvania Unconsolidated
Statutes.
3. To the extent so provided under the Contracts, that
portion of the assets of the Account equal to the
reserves and other contract liabilities with respect
to the Account will not be chargeable with
liabilities arising out of any other business that
the Company may conduct.
4. The Contracts, when issued as contemplated by the
Form S-6 registration statement, will constitute
legal, validly issued and binding obligations of the
Company.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit
to the Form S-6 registration statement for the Contracts and the Account.
Sincerely,
S/LYNNE GUGENHEIM
Lynne Gugenheim
Vice President and
Associate General Counsel
Exhibit 6
Robert W. Foster, Jr., FSA, MAAA, CLU, ChFC
Director and Actuarial Manager
Individual Life/Annuity Products
Life Operations Department 2 East
615-316-7103
615-316-7126 (Fax)
October 25, 1996
Board of Directors
Valley Forge Life Insurance Company
CNA Plaza, 43S
Chicago, Illinois 60685
Directors:
In my capacity as Director and Actuarial Manager of Valley Forge Life Insurance
Company (the "Company"), I have provided actuarial advice concerning and
participated in the design of the Company's flexible premium variable life
insurance contract (the "Contracts"). I also have provided actuarial advice
concerning the preparation of pre-effective amendment number 1 to a registration
statement on Form S-6 (File No. 333-01949) for filing with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended, in
connection with the Contracts.
It is my professional opinion that:
1. The "sales load" as defined in paragraph (c)(4) of Rule 6e-3(T) under the
Investment Company Act of 1940, as amended, (as such definition would be
modified by the issuance of an SEC exception for which the Company has
applied to permit deductions of 1.25% of premiums to cover the Company's
federal income tax costs attributable to premiums), will not exceed 9% of
the sum of the guideline annual premiums that would be paid during the
period equal to the lesser of 20 years or the life expectancy of the
insured based on the appropriate 1980 Commissioners Standard Ordinary
Mortality Table.
2. During the first two Contract years, such "sales load" will not exceed the
sum of: (a) 30% of aggregate premium payments up to one guideline annual
premium, plus (b) 10% of each premium payment made in excess of one
guideline annual premium but less than or equal to two guideline annual
premiums, plus (c) 9% of each premium payment made in excess of two
guideline annual premiums.
<PAGE>
3. The 1.25% federal tax charge for deferred acquisition costs is reasonable
to cover the increased cost incurred by the company as a result of the
enactment of Section 848 of the Internal Revenue Code of 1986, as amended.
In addition, using a 10% rate of return on capital is reasonable in
computing the federal tax charge, and the assumptions upon which this rate
is based, are appropriate for the company's life insurance products.
4. The illustrations of contract values, surrender values, death benefits and
accumulated premium payments in the prospectus contained in the
registration statement, are based on the assumptions stated in the
illustrations, and are consistent with the provisions of the Contracts. The
rate structure of the Contracts has not been designed so as to make the
relationship between premiums and benefits, as shown in the illustrations,
appear to be more favorable to prospective purchasers of Contracts age 45,
in the rate classes illustrated, than to prospective purchasers of
Contracts, for males or females, at other ages and rate classes.
5. The information contained in the examples in the Appendix is based on the
assumptions stated in the examples, and is consistent with the provisions
of the contracts.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the inclusion of my name under the heading
"Experts" in the prospectus.
Sincerely,
S/ROBERT W. FOSTER, JR.
Robert W. Foster, Jr., FSA, MAAA, CLU, ChFC
Director and Actuarial Manager
Individual Life/Annuity Products
Exhibit 7A
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report in this Pre-Effective Amendment No. 3 to
Registration Statement No. 333-01949 on Form S-6 of Valley Forge Life Insurance
Company Variable Life Separate Account of our report dated June 21, 1996
appearing in the Prospectus, which is part of this Registration Statement, on
the financial statements of Valley Forge Life Insurance Company as of December
31, 1995 and 1994, and for each of the three years then ended. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
Deloitte & Touche LLP
Chicago, Illinois
October 25, 1996
Exhibit 7B
(Sutherland, Asbill & Brennan LLP Letterhead)
October 25, 1996
Board of Directors
Valley Forge Life Insurance Company
CNA Plaza
Chicago, IL 60685
Directors:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the prospectus filed as part of the pre-effective amendment Number 3
to the Registration Statement on Form S-6 filed by Valley Forge Life Insurance
Company and Valley Forge Life Insurance Company Variable Life Separate Account
(Reg. File No. 333-01949) with the Securities and Exchange Commission. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
Sutherland, Asbill & Brennan LLP
By: /S/ STEPHEN E. ROTH
