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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
________________________________________________________________________________
Name: Pruco Life of New Jersey Flexible Premium Annuity Account
Address of Principal Business Office (No. & Street, City, State, Zip Code):
213 Washington Street, Newark, New Jersey 07102
Telephone Number (including area code): (800) 445-4571
Name and address of agent for service of process:
Thomas C. Castano, Assistant Secretary
Pruco Life Insurance Company of New Jersey,
213 Washington Street, Newark, New Jersey 07102
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(a) of
the Investment Company Act of 1940 concurrently with the filing of Form N-8A:
Yes [x] No [ ]
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INSTRUCTIONS FOR FORM N-8A
Read instructions carefully before preparing the notification of
registration. A notification of registration will not be deemed acceptable as
the notification of registration filed pursuant to Section 8(a) of the
Investment Company Act of 1940 ("Act") unless it is prepared, executed and filed
substantially in accordance with these instructions.
1. RULE AS TO USE OF FORM:
This form shall be used as the notification of registration filed with the
Commission pursuant to Section 8(a) of the Act.
2. THE REGISTRANT:
As used in this form the word "registrant" means the investment company
filing the notification of registration.
Each investment company should file a separate notification of registration.
For purposes of the Act, unincorporated investment organizations, such as
trusts, funds, or any organized groups of persons, are regarded as distinct
entities. In such cases it is the trust, the fund or other unincorporated entity
which is the "registrant." Each such trust, fund or other unincorporated entity
must file an individual notification of registration. This is true even though
such entities have been created under and pursuant to the same indenture of
trust or contract of custodianship, or have the same corporate trustee,
investment adviser, manager, depositor, or distributor of their securities.
Attention is further directed to the fact that a trust or other form of
organization which issues periodic payment plan certificates and the assets of
which are securities issued by an investment company is itself an investment
company, and as such must file a notification of registration independent of
that of the investment company the securities of which constitute its assets.
3. APPLICATION OF GENERAL RULES and REGULATIONS:
The general Rules and Regulations under the Act contain certain general
requirements which are applicable to registration of any form. These general
requirements should be carefully read and observed in the preparation and filing
of a notification of registration on this form. Particular attention is directed
to Regulation 8B which sets forth general requirements regarding matters such as
the kind and size of paper to be used.
4. PREPARATION OF FORM OF NOTIFICATION OF REGISTRATION:
(a) This form is not to be used as a blank form to be filled in, but only as
a guide in the preparation of the notification of registration on paper meeting
the requirements of Rule 8b-12. The notification of registration shall contain
the item numbers and the text of the items.
(b) If registrant is filing a registration statement as required by Section
8(b) of the Act concurrently with the filing of notification of registration,
registrant need furnish only the information requested on the cover page and
sign the form to effect registration. Otherwise, every item and subdivision of
the form is to be answered fully and accurately. If an item or subdivision is
not applicable to the registrant, indicate that fact by giving the answer "NOT
APPLICABLE."
(c) Every time is to be answered as of the date the form is prepared, unless
the context clearly indicates the contrary.
(d) All answers are to be typewritten or printed in ink. The reply should be
centered on the page so that a margin will appear on both sides of the reply.
(e) Names shall be given in full. Initials or abbreviations will not
suffice.
(f) Signature.
An original and three copies of each notification of registration shall be
filed. The three copies of the notification of registration may have facsimile
or typed signatures. If the registrant is an investment company having a board
of directors, the original notification of registration shall be signed on
behalf of the registrant by a director, officer or trustee. If the registrant
has some other form of organization, such as a trust administered by a corporate
trustee, a fund, etc., the original notification of registration shall be signed
on behalf of the registrant by an officer or director of its sponsor. If no
sponsor exists or is at present functioning with reference to the registrant,
the signature may be made on behalf of the registrant by an officer or director
of the trustee or custodian.
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If registrant is concurrently filing a registration statement as required by
Section 8(b) under the Act, the signature, which should conform to the
appropriate form of signature shown on the final page of this form, may be
placed on the cover page.
(g) Filing.
The notification of registration and all inquiries and communications with
respect thereto shall be forwarded to the Securities and Exchange Commission,
Washington, D.C. 20549.
(h) Fee.
There is no fee charged for filing the notification of registration.
(i) Specific instructions with respect to Item 5(b) of the notification of
registration.
The determination of whether or not a company is a "diversified company" or
a "non-diversified company" involves an evaluation of registrant's portfolio
securities in relation to the value of its assets. Attention is directed to the
definition of value in Section 2(a)(41) of the Act which provides, in general,
that valuations for this purpose are to be taken as of the last preceding fiscal
quarter except in respect of securities and other assets acquired since such
quarter.
The Commission recognizes that registrant, on the date of preparation of the
notification of registration, may not be able to determine its classification
with accuracy and that an estimate may have to be made. If such an estimate
proves to be erroneous, the registrant, as promptly as possible, should file an
amendment to its notification of registration stating its correct
classification.
Registration by an investment company in any classification in no sense
constitutes a determination by the Securities and Exchange Commission that
registrant is actually entitled to such classification under the Act.
Attention is further called to the provisions of Section 13 of the Act to
the effect that no registered diversified investment company may change from a
diversified to a non-diversified company without approval by a vote of a
majority of its outstanding voting securities.
5. DEFINITIONS:
All words and terms used in the form for notification of registration have
the same meaning as in the Act. A list of these terms and the sections of the
Act in which they are defined follows:
"closed-end company" Section 5(a)(2)
"company" Section 2(a)(8)
"diversified company" Section 5(b)(l)
"face-amount certificate company" Section 2(a)(13)
"investment adviser" Section 2(a)(20)
"investment company" Section 3(a)
"management company" Section 4(3)
"non-diversified company" Section 5(b)(2)
"open-end company" Section 5(a)(1)
"security" Section 2(a)(36)
"short-term paper" Section 2(a)(38)
"underwriter" Section 2(a)(40)
"unit investment trust" Section 4(2)
"value" Section 2(a)(41)
"voting security" Section 2(a)(42)
In addition the following definitions apply: The term "director" is defined
in Section 2(a)(12) of the Act. In general the term includes only directors of a
corporation, trustees of a common law trust who are natural persons, and natural
persons performing similar functions with respect to any organization whether
incorporated or unincorporated such as a board of directors or managers of a
joint stock company or association.
The term "sponsor" means the depositor or manager of an investment company
not having a board of directors as defined above.
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6. FAILURE TO FILE A REGISTRATION STATEMENT REQUIRED BY SECTION 8(b) OF THE ACT:
Registrant's attention is directed to Rule 8b-5 promulgated under Section
8(b) of the Act. Rule 8b-5 provides that an investment company shall file a
registration statement with the Commission within three months after the filing
of notification of registration under Section 8(a) of the Act. In addition, the
rule provides that if the fiscal year of such company ends within the
three-month period, its registration statement may be filed within three months
after the end of such fiscal year. Unless an application for an extension of
time pursuant to Rule 8b-25 is granted, a registrant's failure to comply with
Section 8(b) and Rule 8b-5 thereunder may result in immediate Commission action
either to revoke registration under the Act pursuant to Section 8(e) or to
institute deregistration proceedings on its own motion pursuant to Section 8(f)
of the Act.
When any registrant (1) indicates in Item 9(e) that its outstanding
securities are held by fewer than 100 beneficial owners, (2) fails to comply
with Rule 8b-5, and (3) fails to file a registration statement under the
Securities Act of 1933 with respect to a proposed public offering within 90 days
after the filing of Form N-8A or has withdrawn any such registration statement
filed within such 90-day period, the Commission may use such information as the
basis for a decision that such registrant has abandoned its intentions of
engaging in business as an investment company. Such a determination may be used
as a basis for a finding by the Commission that such registrant has ceased to be
an investment company and for an order, pursuant to Section 8(f) of the Act,
declaring that the registration of such registrant shall cease to be in effect.
In addition to completing the cover page, a registrant must complete the
following items unless it has indicated on the cover page that it is filing the
registration statement required pursuant to Section 8(b) of the Investment
Company Act of 1940 concurrently with the filing of Form N-8A:
Item 1. Exact name of registrant.(1)
Item 2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation.
Item 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).
Item 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Item 5. If registrant is a management company:
(a) state whether registrant is a "closed-end" company or an "open-end"
company;
(b) state whether registrant is registering as a "diversified"
company or a "non-diversified" company (read Instruction
4(i) carefully before replying).
Item 6. Name and address of each investment adviser of registrant.(2)
Item 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of
registrant.(3)
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(1) Section 35(d) of the Act should be considered in connection with the
registrant's name, as should the following: (a) a review of the current List of
Companies Registered under the Investment Company Act of 1940, published by the
Commission, to ascertain if the name is similar to that of any existing company;
and (b) if the corporate name implies a particular investment medium, industry
emphasis or objective, the investment policy should be consistent with the
name.
(2) The term "investment adviser" of an investment company is defined in
Section 2(a)(20) of the Act. It should be noted that under this definition any
person who pursuant to contract "regularly performs substantially all of the
duties" undertaken by an investment adviser to an investment company is also
deemed to be an investment adviser to the investment company. Thus, if
registrant has a sub-adviser, the name and address of each such subadviser
should be included in the response to this item.
(3) The response to this item should include the full names, not initials,
of all officers and directors, and, if all positions on the board are not
filled, the number of vacancies should be indicated. Registrant's attention is
also directed to Sections 10(a), 10(b), 10(c) and 10(d) of the Act regarding the
makeup of the board of directors.
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Item 8. If registrant is an unincorporated investment company not having
a board of directors:
(a) state the name and address of each sponsor of registrant;
(b) state the name and address of each officer and director of each
sponsor of registrant;
(c) State the name and address of each trustee and each custodian of
registrant.
Item 9. (a) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
(b) If registrant is currently issuing and offering its
securities to the public through an underwriter, state the
name and address of such underwriter.
(c) If the answer to Item 9(a) is "no" and the answer to Item
9(b) is "not applicable," state whether registrant presently
proposes to make a public offering of its securities (yes or
no).
(d) State whether registrant has any securities currently issued
and outstanding (yes or no).
(e) If the answer to Item 9(d) is "yes," state as of a date not
to exceed ten days prior to the filing, of this notification
of registration the number of beneficial owners of
registrant's outstanding securities (other than short-term
paper) and the name of any company owning 10 percent or more
of registrant's outstanding voting securities.
Item 10. State the current value of registrant's total assets.
Item 11. State whether registrant has applied or intends to apply for a
license to operate as a small business investment company under the
Small Business Investment Act of 1958 (yes or no).
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its securityholders, if any.
SIGNATURES
1. Form of signature if registrant is an investment company having a board of
directors:
Pursuant to the requirements of the Investment Company Act of 1940, the
sponsor of the registrant has caused this notification of registration to be
duly signed on behalf of the registrant in the city of Newark and state of New
Jersey on the 18th day of December 1996.
(SEAL) Pruco Life of New Jersey Flexible Premium
Variable Annuity Account
-----------------------------------------
(Name of Registrant)
BY /s/ ESTHER H. MILNES
-------------------------------------
Esther H. Milnes
Title: President of Pruco Life
Insurance Company of New Jersey
Attest: /s/ SUSAN L. BLOUNT
----------------------------
Susan L. Blount
Secretary
Pruco Life Insurance Company
of New Jersey
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2. Form of signature if registrant is an unincorporated investment company not
having a board of directors.
Pursuant to the requirements of the Investment Company Act of 1940 the
____________________________________ of the registrant has caused this
(sponsor, trustee or custodian)
notification of registration to be duly signed on behalf of the registrant in
the city of ___________________________ and the state of ___________ on
the ________ day of ________, 19____.
(SEAL) Signature _______________________
(Name of Registrant)
BY _____________________________
(Name of sponsor, trustee or
custodian)
BY _____________________________
(Name of officer of sponsor,
trustee or custodian)
Attest: ____________________________
(Name)
____________________________ _________________________________
(Title) (Title)
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