<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1996
Registration Nos. 333-1043
811-7543
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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. 2 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8 /X/
VARIABLE ACCOUNT A
(Exact name of Registrant)
KEYPORT LIFE INSURANCE COMPANY
(Name of Depositor)
125 HIGH STREET, BOSTON MASSACHUSETTS 02110
(Address of Depositor's Principal Executive Offices (Zip Code)
Depositor's Telephone Number, including Area Code: 617-526-1400
Bernard R. Beckerlegge, Esq.
Senior Vice President and General Counsel
Keyport Life Insurance Company
125 High Street, Boston, Massachusetts 02110
(Name and Address of Agent for Service)
copy to:
Joan E. Boros, Esq.
Katten, Muchin & Zavis
1025 Thomas Jefferson Street, N.W.
Washington, DC 20007
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on [date] pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) on [date] pursuant to paragraph (a) of Rule 485
<PAGE>
Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2 and
the Rule 24f-2 Notice for Registrant's fiscal year 1996 will be filed on or
about February 28, 1997.
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<PAGE>
This Amendment to the registration statement on Form N-4 which became effective
on October 18, 1996 (the "Registration Statement") is being filed pursuant to
Rule 485(b) under the Securities Act of 1933, as amended, solely for the
purpose of including in the Registration Statement the representation required
under Section 26(e) of the Investment Company Act of 1940, as amended. This
Amendment does not delete, amend, or supersede any information contained in the
Registration Statement or in Post-Effective Amendment No. 1 to the Registration
Statement, except to the extent provided herein.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Facing Sheet
The Contents Page
Cross-Reference Sheet
[Not Amended]
PART A
Prospectus
[Not Amended]
PART B
Statement of Additional Information
[Not Amended]
PART C
Items 24 - 32
The Signatures
<PAGE>
PART C
<PAGE>
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part B:
Keyport Life Insurance Company:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December
31, 1995, 1994 and 1993
Consolidated Statements of Stockholder's Equity for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(b) Exhibits:
* (1) Resolution of the Board of Directors establishing Variable
Account A
(2) Not applicable
* (3a) Principal Underwriter's Agreement
* (3b) Specimen Agreement between Principal Underwriter and Dealer
*** (3c) Manning & Napier Broker/Dealer's Agreement
* (4a) Form of Group Variable Annuity Contract of Keyport Life Insurance
Company
* (4b) Form of Variable Annuity Certificate of Keyport Life Insurance
Company
* (4c) Form of Tax-Sheltered Annuity Endorsement
* (4d) Form of Individual Retirement Annuity Endorsement
* (4e) Form of Corporate/Keogh 401(a) Plan Endorsement
*** (4f) Specimen Group Variable Annuity Contract of Keyport Life
Insurance Company (M&N)
*** (4g) Specimen Variable Annuity Certificate of Keyport Life Insurance
Company (M&N)
+ (4h) Specimen Variable Annuity Contract of Keyport Life Insurance
Company (KA)
+ (4i) Specimen Variable Annuity Certificate of Keyport Life Insurance
Company (KA)
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<PAGE>
* (5a) Form of Application for a Group Variable Annuity Contract
* (5b) Form of Application for a Group Variable Annuity Certificate
* (6a) Articles of Incorporation of Keyport Life Insurance Company
* (6b) By-Laws of Keyport Life Insurance Company
(7) Not applicable
** (8a) Form of Participation Agreement
*** (8b) Participation Agreement Among Manning & Napier Insurance Fund,
Inc., Manning & Napier Investor Services, Inc., Manning & Napier
Advisors, Inc., and Keyport Life Insurance Company
+ (8c) Participation Agreement Among MFS Variable Insurance Trust,
Keyport Life Insurance Company, and Massachusetts Financial
Services Company
+ (8d) Participation Among The Alger American Fund, Keyport Life
Insurance Company, and Fred Alger and Company, Incorporated
+ (8e) Participation Agreement Among Alliance Variable Products
Series Fund, Inc., Alliance Fund Distributors, Inc.,
Alliance Capital Management L.P., and Keyport Life Insurance
Company
**** (9) Opinions and Consents of Counsel
+
**** (10) Consents of Independent Certified Public
+ Accountants
(11) Not applicable
(12) Not applicable
++ (13)Schedule for Computations of Performance Quotations
** (15) Chart of Affiliations
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<PAGE>
** (16) Powers of Attorney
** (27) Financial Data Schedule
* Incorporated by reference to Registration Statement (File No. 333-1043)
filed on or about February 16, 1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement (File No. 333-1043) filed on or about August 22, 1996.
*** Incorporated by reference to Pre-Effective Amendment No. 3 to
Registration Statement (File No. 333-1043) filed on or about October
15, 1996.
**** Incorporated by reference to Pre-Effective Amendment No. 6 to
Registration Statement (File No. 333-1043) filed on or about October
18, 1996.
+ Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement (File No. 333-1043) filed on or about October
24, 1996.
++ To be filed by amendment
Item 25. Directors and Officers of the Depositor.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Depositor
- ------------------ --------------------
<S> <C>
Kenneth R. Leibler, President Director and Chairman of the Board
Liberty Financial Companies Inc.
Federal Reserve Plaza, 24th Floor
600 Atlantic Avenue
Boston, MA 02110
F. Remington Ballou Director
B. A. Ballou & Company, Inc.
800 Waterman Avenue
East Providence, RI 02914
Frederick Lippitt Director
The Providence Plan
740 Hospital Trust Building
15 Westminster Street
Providence, RI 02903
Mr. Robert C. Nyman Director
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<PAGE>
Chairman and CEO
Nyman Mfg. Co.
275 Ferris Avenue
E. Providence, RI 02910-1001
John W. Rosensteel President, Chief Executive Officer
and Director
John E. Arant, III Senior Vice President and Chief
Sales Officer
Bernard R. Beckerlegge Senior Vice President and General
Counsel
Paul H. LeFevre, Jr. Senior Vice President and Chief
Financial Officer
Francis E. Reinhart Senior Vice President and Chief
Administrative Officer
Bruce J. Crozier Vice President and Chief Actuary
William L. Dixon Vice President, Compliance and
Assistant Secretary
Jacob M. Herschler Vice President, Strategic Marketing
Kenneth M. Hughes Vice President, National Director
of Bank Sales
James J. Klopper Vice President, Counsel, and
Secretary
Leslie J. Laputz Vice President, Information Systems
Suzanne E. Lyons Vice President, Human Resources
Stewart R. Morrison Vice President and Chief Investment
Officer
Deborah A. Re Vice President, Administrative
Operations
Lee R. Roberts Vice President, Planning and
Corporate Affairs
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<PAGE>
Mark R. Tully Vice President, National Director
of Traditional Sales
Jeffrey J. Whitehead Vice President, Treasurer and
Controller
Peter E. Berkeley Assistant Vice President, Human
Resource Development
John G. Bonvouloir Assistant Vice President &
Assistant Treasurer
Judith A. Brookins Assistant Vice President, Sales
Promotion
Clifford O. Calderwood Assistant Vice President, Network
Systems
Paul R. Coady Assistant Vice President, Marketing
Systems
Alan R. Downey Assistant Vice President
Gregory L. Lapsley Assistant Vice President,
Administrative Services (Rhode
Island Operations)
Jeffrey J. Lobo Vice President, Risk Management
Scott E. Morin Assistant Vice President and
Controller
Teresa M. Shumila Assistant Vice President,
Administrative Operations
Ellen L. Wike Assistant Vice President, Systems
Quality Assurance
Daniel Yin Assistant Vice President,
Investments
Frederick Lippitt Assistant Secretary
</TABLE>
*125 High Street, Boston, Massachusetts 02110, unless noted otherwise.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant.
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<PAGE>
The Depositor controls the Registrant, KMA Variable Account, Keyport 401
Variable Account, Keyport Variable Account I, and Keyport Variable Account II,
under the provisions of Rhode Island law governing the establishment of these
separate accounts of the Company.
The Depositor controls Keyport Financial Services Corp. (KFSC), a
Massachusetts corporation functioning as a broker-dealer of securities, through
100% stock ownership. KFSC files separate financial statements.
The Depositor controls Keyport Advisory Services Corp. (KASC), a
Massachusetts corporation functioning as an investment adviser, through 100%
stock ownership. KASC files separate financial statements.
The Depositor controls Independence Life and Annuity Company ("Independence
Life")(formerly Keyport America Life Insurance Company), a Rhode Island
corporation functioning as a life insurance company, through 100% stock
ownership. Independence Life files separate financial statements.
The chart for the affiliations of the Depositor is Exhibit 15.
Item 27. Number of Contract Owners.
None
Item 28. Indemnification.
Directors and officers of the Depositor and the principal underwriter are
covered persons under Directors and Officers/Errors and Omissions liability
insurance policies issued by ICI Mutual Insurance Company, Federal Insurance
Company, Firemen's Fund Insurance Company, CNA and Lumberman's Mutual Casualty
Company. Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors and officers under such insurance
policies, or otherwise, the Depositor has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Depositor of expenses incurred or paid by a director or officer
in the successful defense of any action, suit or proceeding) is asserted by
such director or officer in connection with the variable annuity contracts, the
Depositor 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
Item 29. Principal Underwriters.
Keyport Financial Services Corp. is also principal underwriter of the
SteinRoe Variable Investment Trust and Keyport Variable Investment Trust, which
offer eligible funds for variable annuity and variable life insurance
contracts.
The directors and officers are:
<TABLE>
<CAPTION>
Name and Principal Position and Offices
Business Address* with Underwriter
- -------------------- ----------------------
<S> <C>
John W. Rosensteel President, Director and Chairman of
the Board
Francis E. Reinhart Director and Vice President,
Administration
Lee R. Roberts Director
John E. Arant, III Vice President, Chief Sales Officer
William L. Dixon Vice President, Compliance Officer
Rogelio P. Japlit Treasurer
James J. Klopper Clerk
</TABLE>
*125 High Street, Boston, Massachusetts 02110.
Item 30. Location of Accounts and Records.
Keyport Life Insurance Company, 125 High Street, Boston, Massachusetts 02110.
Item 31. Management Services.
Not applicable.
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<PAGE>
Item 32. Undertakings.
(a) Registrant undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than 16
months old for so long as payments under the variable annuity contracts may be
accepted;
(b) Registrant 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 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.
Representation
- --------------
Depositor represents that the fees and charges deducted under the contract,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the Depositor.
Further, this representation applies to each form of the contract described in
a prospectus and statement of additional information included in this
registration statement.
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<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf, in the City of Boston and State of Massachusetts, on this
14th day of November, 1996.
Variable Account A
------------------------------------------
(Registrant)
BY: Keyport Life Insurance Company
----------------------------------------
(Depositor)
BY: /s/ John W. Rosensteel*
---------------------------------------
John W. Rosensteel
President
*BY: /s/ James J. Klopper November 14, 1996
----------------------------- -----------------
James J. Klopper Date
Attorney-in-Fact
* James J. Klopper has signed this document on the indicated date on behalf
of Mr. Rosensteel pursuant to power of attorney duly executed by him and
included as part of Exhibit 16 in Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 filed on or about August 22, 1996 (File
Nos. 333-1043; 811-7543).
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<PAGE>
As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
/s/ Kenneth R. Leibler* /s/ John W. Rosensteel*
- ----------------------- -----------------------
Kenneth R. Leibler John W. Rosensteel
Director and Chairman of the Board President
(Principal Executive Officer)
/s/ F. Remington Ballou* /s/ Paul H. LeFevre, Jr.*
- ------------------------ ------------------------
F. Remington Ballou Paul H. LeFevre, Jr.
Director Senior Vice President
(Chief Financial Officer)
/s/ Frederick Lippitt*
- ----------------------
Frederick Lippitt
Director
/s/ Robert C. Nyman*
- --------------------
Robert C. Nyman
Director
/s/ John W. Rosensteel*
- -----------------------
John W. Rosensteel
Director
*BY: /s/ James J. Klopper November 14, 1996
- ----------------------------- -----------------
James J. Klopper Date
Attorney-in-Fact
* James J. Klopper has signed this document on the indicated date on behalf
of each of the above Directors and Officers of the Depositor pursuant to
powers of attorney duly executed by such persons and included as part of
Exhibit 16 in Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-4 filed on or about August 22, 1996 (File Nos. 333-1043;
811-7543).
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