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Registration No. 811-8027
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dated October 2, 2000
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
PURSUANT TO SECTION 8(b)
OF THE INVESTMENT COMPANY ACT OF 1940
COMPANION LIFE SEPARATE ACCOUNT B
(Name of Unit Investment Trust)
401 Theodore Fremd Avenue
Rye, New York 10580-1493
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the Trust and the Internal Revenue Service Employer
Identification Number.
Companion Life Separate Account B (hereinafter referred to as the
"Variable Account"). The Variable Account is not a separate legal entity
and therefore does not have an Employer Identification Number ("EIN")
separate from that of its depositor, Companion Life Insurance Company.
(b) Furnish title of each class or series of securities issued by the trust.
Individual flexible premium variable life insurance contracts
("Contracts").
2. Furnish name and principal business address and Zip Code and the Internal
Revenue Service Employer Identification Number of each depositor of the
trust.
Companion Life Insurance Company (hereinafter referred to as the
"Company" and/or "Depositor"), address: 401 Theodore Fremd Avenue, Rye,
New York 10580-1493. Its EIN is 13-1595128.
3. Furnish name and principal business address and Zip Code and the Internal
Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities
each custodian or trustee is acting.
Not applicable.
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4. Furnish name and principal business address and Zip Code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
No Contracts have been distributed to date. The Depositor has entered
into a Principal Underwriter Agreement with Mutual of Omaha Investor
Services, Inc. ("MOIS"), whereby MOIS will serve as the principal
underwriter. The principal business address of MOIS is Mutual of Omaha
Plaza, Omaha, Nebraska 68175. Its EIN is 47-077084. See also the
Registration Statement for Registrant on Form S-6 filed on July 11, 2000
("Registration Statement") under the Section entitled "Distribution of
the Policies". The Registration Statement is incorporated herein by
reference.
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of New York.
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities.
The Variable Account was established under New York law pursuant to
a resolution of the Board of Directors of the Company on August 27,
1996. The resolution will continue in effect until terminated or
amended by the Board of Directors.
(b) Furnish the dates of execution and termination of any indenture
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held
by the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The name of the Variable Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets of the trust
are the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding.
Furnish a similar statement with respect to any pending administrative
proceeding commenced by a governmental authority or any such proceeding
or legal proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
None.
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II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST. GENERAL
INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS.
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Each class of the securities of the Variable Account is of the
registered type insofar as the Contract is personal to the owner of
the Contract (hereinafter referred to as "Contract Owner") and
records concerning the Contract Owner are maintained by or on behalf
of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The Contract is of the cumulative type providing for no direct
distribution of income, dividends or capital gains. Rather, such
amounts are reflected in the account value and death benefit of the
Contract.
(c) The rights of security holders with respect to withdrawal or
redemption.
See the Registration Statement under the caption "Policy
Distributions." The Registration Statement is incorporated herein by
reference.
(d) The rights of security holders with respect to conversion, transfer
partial redemption, and similar matters.
See the Registration Statement under the caption "Policy
Distributions." The Registration Statement is incorporated herein by
reference.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with
respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
See the Registration Statement under the captions "Policy
Distributions," "Lapse and Grace Period," "Continuation of
Insurance" and "Reinstatement." The Registration Statement is
incorporated herein by reference.
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the trust's securities or the underlying
securities and the relationship of such persons to the trust.
See the Registration Statement under the captions "Voting Rights".
The Registration Statement is incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) The composition of the assets of the trust.
Notice must be given of any such change.
(2) The terms and conditions of the securities issued by the trust.
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Notice must be given of any such change.
(3) The provisions of any indenture or agreement of the trust.
There is no indenture or agreement of trust relating to the
trust.
(4) The identity of the depositor, trustee or custodian.
Notice is required of a change in the identity of the
depositor. The depositor is also the custodian. The Variable
Account has no trustee.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) The composition of the assets of the trust.
Consent of the Contract Owners is not required when changing
the underlying securities of the Variable Account. However, to
change such securities, approval of the Securities and Exchange
Commission is required by Section 26(b) of the Investment
Company Act of 1940 ("1940 Act").
(2) The terms and conditions of the securities issued by the trust:
Except as is required by federal or state law or regulation, no
change in the terms and conditions of a Contract can be made
without consent of a Contract Owner.
(3) The provisions of any indenture or agreement of the trust.
Not applicable. See response to Item 10(g)(3).
(4) The identity of the depositor, trustee or custodian.
No consent of Contract Owners is necessary with respect to any
change in the identity of the depositor or custodian, but a
change in the depositor would be subject to state insurance
department review and approval.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivision (a) to (g) or by any other item in this form.
See the Registration Statement under the caption "Important Policy
Provisions." The Registration Statement is incorporated herein by
reference.
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. If the
trust owns or will own any securities of its regular brokers or dealers
as defined in Rule l0b-1 under the Act, or their parents, identify those
brokers or dealers and state the value of the registrant's aggregate
holding of the securities of each subject issuer as of the close of the
registrant's most recent fiscal year.
The registrant does not own, and does not contemplate owning, any
securities of its regular brokers or dealers. See the Registration
Statement under the caption "The Variable Investment Options" for
information concerning the types of securities in which
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the Variable Account will invest. The Registration Statement is
incorporated herein by reference.
12. If the trust is the issuer of periodic payment plan certificates and if
another Investment Company issued any underlying securities, furnish the
following information for each such company:
(a) Name of company.
See the Registration Statement under the caption "The Variable
Investment Options" for information concerning the types of
securities in which the Variable Account will invest. The
Registration Statement is incorporated herein by reference.
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Not applicable.
(e) The period during which the securities of such company have been the
underlying securities.
No underlying securities as yet have been acquired by the Variable
Account in connection with any public offering.
Information Concerning Loads, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which: (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal payments.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust. State
each different sales charge available as a percentage of the public
offering price and as a percentage of the
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net amount invested. List any special purchase plans or methods
established by rule or exemptive order that reflect scheduled
variations in, or elimination of, the sales load and identify each
class of individuals or transactions to which such plans apply.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at
which securities are offered for any class of transactions to any
class or group of individuals, including officers, directors, or
employees of the depositor, trustee custodian or principal
underwriter.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
interests in such securities, or underlying securities or interests
in underlying securities, and describe fully the nature and extent
of such profits or benefits.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to
the dividend and interest income from the trust property during the
period covered by the financial statements filed herewith.
See the Registration Statement under the captions "How the Policy
Operates", "Expenses", "Distribution of the Policies," and
"Illustrations". The Registration Statement is incorporated herein
by reference.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
See the Registration Statement under the caption "Policy Application and
Issuance." The Registration Statement is incorporated herein by
reference.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
See the Registration Statement under the caption "Premium Payments." The
Registration Statement is incorporated herein by reference.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
See the Registration Statement under the captions "Variable Investment
Options." The Registration Statement is incorporated herein by reference.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
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See response to Item 10(c).
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
The Company is required by the terms of each Contract to honor
surrender requests. The investment portfolios will redeem their
shares upon the Company's request in accordance with the 1940 Act.
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold
See the Registration Statement under the caption "Reinstatement".
The Registration Statement is incorporated herein by reference.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All distributions to the Variable Account will be reinvested in
shares of the appropriate investment portfolio. Such reinvestment
will be automatic and at net asset value on the date of
reinvestment.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner of
handling of same.
The assets of the Variable Account , which are allocable to the
Contracts, constitute the reserves for benefits under the Contracts.
The Company's general assets are also available to satisfy certain
obligations under the Contracts. See the Registration Statement
under the caption "Fixed Rate Options". The Registration Statement
is incorporated herein by reference.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for each
such distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made
identify each such other source and indicate whether such
distribution represents the return of principal payments to security
holders. If payments other than cash were made describe the nature
thereof, the account charged and the basis of determining the amount
of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
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The Company intends to administer the Contract and the Variable Account
itself. The Company may, however, in its sole discretion, purchase
administrative services from such sources as may be available. Such
services will be acquired on a basis which, in the Company's sole
discretion, provides the best services at the lowest cost. The Company
reserves the right to select a company to provide services which the
Company deems best able to perform such services in a satisfactory manner
even though the cost for such services may be higher than might prevail
elsewhere.
See the Registration Statement under the captions "Reports to You,"
"Voting Rights," and "Distribution of the Policies." The Registration
Statement is incorporated herein by reference.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
The Company acts as custodian of the securities of the Variable
Account. There are no provisions relating to the removal or
resignation of the custodian or the failure of the custodian to
perform its duties, obligations and functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or resignation of
the depositor or the failure of the depositor to perform its duties,
obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a successor
depositor and the procedure if a successor depositor is not
appointed. But see Item 10(h)(4).
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
See the Registration Statement under the caption "Policy Loans". The
Registration Statement is incorporated herein by reference.
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(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated
person of the foregoing.
Proceeds of Contract loans ordinarily will be disbursed within seven
days from the date of receipt and approval by the Company of a
request for a loan at its home office, although payments may be
postponed under certain circumstances. Payment of a Contract loan
may be postponed whenever (i) the New York Stock Exchange is closed
other than customary weekend and holiday closings, or trading of the
New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission; (ii) the Commission by order
permits postponement for the protection of Contract Owners; (iii) an
emergency exists, as determined by the Commission, as a result of
which disposal of securities is not reasonably practicable or it is
not reasonably practicable to determine the value of the Variable
Account's net assets. So long as the Contract remains in force, the
loan may be repaid in whole or in part without penalty at any time
while the insured is living.
See The Registration Statement under the caption "Policy Loans." The
Registration Statement is incorporated herein by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or affiliated
person of the foregoing and the aggregate amount of loans in default
at the end of the last fiscal year covered by financial statements
filed herewith.
Not applicable as no such loans have been made.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the Depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The officers and employees of the Company are covered under a blanket
fidelity bond. The officers and employees of MOIS are also covered under
a stockbrokers blanket bond. See the Registration Statement under
"Distribution of the Policies". The Registration Statement is
incorporated herein by reference.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
See the Registration Statement under the caption "Other Policy
Provisions". The Registration Statement is incorporated herein by
reference.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR.
Organization and Operations of Depositor
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25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
See the Registration Statement under the caption "About Us" and State
Regulation"." The Registration Statement is incorporated herein by
reference.
26. (a) Furnish the following information with respect to all fees received
by the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith:
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such
fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
No such fees have been received.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities herewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such cessation.
The Company writes life insurance and annuity business. It is licensed to
do business in the State of New York. It is also the depositor for
Companion Life Separate Account C, a separate account of the Company
registered as a unit investment trust under the Investment Company Act of
1940, which was established to fund variable contracts issued by the
Company.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities
of the depositor.
(1) name and principal business address;
(2) nature of relationship or affiliation with depositor of the
trust;
(3) ownership of all securities of the depositor;
(4) ownership of all securities of the trust;
(5) other companies of which each of the persons named above is
presently an officer, director, or a partner.
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See the Registration Statement under the caption "Management." The
Registration Statement is incorporated herein by reference.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
See the Registration Statement under the caption "Management." The
Registration Statement is incorporated herein by reference.
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities
of the depositor:
(a) Name and principal business address; (b) Nature of business; and (c)
Ownership of all securities of the depositor.
See the Registration Statement under the caption "About Us." The
Registration Statement is incorporated herein by reference.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers of Depositor
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the depositor
itself and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable (no financial statements are filed herewith).
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors
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(b) indirectly or through subsidiaries to directors
Not applicable.
Compensation to Employees
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31 and 32) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statement filed
herewith from the depositor and any of its subsidiaries.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1)
Sales managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's securities
(a) are currently being made, (b) are presently proposed to be made, and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
No sales of the Contracts have been made or are currently being made to
the public in any state. The Company intends to market the Contracts in
only in New York.
36. If sales of the trust's securities have at anytime since January 1, 1936
been suspended for more than a month describe briefly the reasons for
such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority to
distribute securities of the trust,
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excluding a denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was subsequently
rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Contract will be sold by individuals who, in addition to being
licensed as life insurance agents, are also registered representatives
of MOIS, or of broker-dealers who have entered into written sales
agreements with the principal underwriter. MOIS is registered with the
Securities and Exchange Commission under the Securities Exchange Act
of 1934 as a broker-dealer and is a member of the National Association
of Securities Dealers. Inc.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
The Company has entered into a Principal Underwriter agreement with
MOIS pursuant to which MOIS will distribute the Contracts on a best
effort basis. The terms of the distribution agreement are contained
in an exhibit to a Pre-Effective Amendment No 1 to the Registration
Statement.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. With
respect to commissions and overriding commissions, territories,
franchises qualifications and revocations. If the trust is the issuer
of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
Commission information will be included in the Variable Account's
Registration Statement under the caption "Distribution of the
Policies" and is incorporated herein by reference to this Item.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
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MOIS is a corporation organized under the laws of Nebraska. See the
Registration Statement under "Distribution of the Policies". The
Registration Statement is incorporated herein by reference.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
No Contracts of the Variable Account are currently being distributed.
The principal underwriter is a member of the National Association of
Securities Dealers, Inc. ("NASD").
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith:
(1) Name of principal underwriter;
(2) Year;
(3) Total payments by security holders;
(4) Amounts received of (A) sales loads; (B) administrative fees; (E)
management fees; (D) other fees; and (E) aggregate load, fees,
etc.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying Investment Company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
The principal underwriter is registered as a broker-dealer with the
NASD and acts as the principal underwriter for various separate
accounts of the Company and its affiliates. See response to Item 27.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Not applicable. The sale of the Contracts has not yet commenced.
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(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such Year.
Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter:
(a) Name and principal business address; and
(b) Ownership of securities of the trust.
Not applicable. There are no Contracts of the Variable Account currently
being distributed.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
Shares of each investment portfolio held by the Variable Account are
valued at net asset value per share as supplied to the Company by the
applicable underlying investment company.
(2) Whether opening, closing, bid, asked or any other price is used.
See responses to Items 44(a)(1).
(3) Whether price is as of the day of sale or as of any other time.
See response to Item 16. If received before 4:00 p.m. Eastern Time,
the price will be determined as of 4:00 p.m. If received after 4:00
p.m., the next day's price will be used.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
The Variable Account's assets and liabilities are valued in accordance
with generally accepted accounting principles on an accrual basis. The
Company does not anticipate any substantial federal tax liability at
present and, therefore, has not created a provision for taxes, but
reserves the right to do so in the future.
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(5) Other items which registrant adds to the net asset value in
computing offering price of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions:
(A) Before adding distributor's compensation (load); and
(B) After adding distributor's compensation (load).
Appropriate adjustments will be made for fractions in all
computations.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Such schedule shall be in substantially the following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
(A) odd lot premiums
(B) brokerage commissions
(C) fees for administration
(D) fees for custodian or trustee
(E) fees for registrar or transfer agent
(F) transfer taxes
(G) reserves
(H) others
(I) total, 6(A) through 6(H), inclusive
(7) Adjusted value of net assets (5 plus 6(I))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals)
(A) excluding other charges (5 divided by 8);
(B) including other charges (7 divided by 8)
(10) Adjustment of 9(B) for fractions
(11) Adjusted net asset value per unit
(12) Offering price (show four decimals) (If any sales load is
charged, indicates amount, and applies percentage load to 11 or
other applicable base, indicating base.)
(13) Adjustment of 12 for fractions
(14) Offering price
(15) Accumulated undistributed income per unit (if not included in 3
and 9)
(16) Adjusted price (14 plus 15)
(17) Effective load per unit
(A) In dollars (16 - [9(A) + 15])
(B) In percentage (17(A) of [9(A) + 15])
As of the filing date, the Contracts have not been offered to the
public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of
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such variation and indicate the person or classes of persons to whom
such offering is made.
The amount of the initial death benefit is based upon the insider's
age, premium class and the initial premium of the Contract. See the
Registration Statement under the captions "Expenses" and "Death
Benefit." The Registration Statement is incorporated herein by
reference.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders prior to
suspension of redemption rights.
(c) Reason for suspension.
(d) Period during which suspension was in effect.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities.
See response to Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is used.
See response to Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other time
See response to Item 44(a)(3).
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See response to Item 44(a)(4).
5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions.
See response to Item 44(a)(6).
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(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
(A) odd lot premiums
(B) brokerage commissions
(C) fees for administration
(D) fees for custodian or trustee
(E) fees for registrar or transfer agent
(F) transfer taxes
(G) reserves
(H) others
(I) total, 6(A) through 6(H), inclusive
(7) Adjusted value of net assets (5 minus 6(I))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals)
(A) excluding other charges (5 divided by 8);
(B) (B) including other charges (7 divided by 8)
(10) Adjustment of 9(B) for fractions
(11) Adjusted net asset value per unit
(12) Redemption charge
(13) Adjusted redemption price
(14) Accumulated undistributed income per unit (if not included in 3
and 9)
(15) Actual redemption price (13 plus 14)
(16) Effective redemption fee per unit (A) in dollars ((9(A) + 14) -
15) in percentage (16(A) of (9(A) + 14))
Not applicable. Contracts have not yet been offered or sold.
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in the underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation
of such underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure included
in the determination of the valuation is not or may not actually be
incurred or expended, explain the nature of such item and who may benefit
from the transaction.
Net premium payments allocated to each subaccount of the Variable Account
will be invested in shares of the corresponding investment portfolio at net
asset value and the method of valuation of such underlying securities does
not differ from that set forth in Items 44 and 46. The Company is the owner
of the investment portfolio shares held in the Variable Account. Investment
portfolio shares are not available to the general public.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust.
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(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
The Company acts as custodian of the Variable Account's assets. For
more information about the Company, see the response to Items 2 and
25.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
The assets in the Variable Account attributable to the Contracts are not
chargeable with liabilities arising out of any other business which the
Company may conduct. The assets of the Variable Account shall, however, be
available to cover the liabilities of the general account of the Company to
the extent that the Variable Account's assets exceed its liabilities
arising under the Contracts supported by it.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in the response to
Item 2.
(b) The types of policies and whether individual or group policies.
The Contract is a flexible premium variable life insurance policy
which is issued on an individual basis.
(c) The types of risks insured and excluded.
See the Registration Statement under the caption "The Policy." The
Registration Statement is incorporated herein by reference.
(d) The coverage of the policies.
See the Registration Statement under the captions "The Policy," and
"Federal Tax Matters." The Registration Statement is incorporated
herein by reference.
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
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The recipient of the benefits of the insurance undertakings described
in Item 51(c) is either the designated primary beneficiary, any
contingent beneficiaries, or the estate of the Contract Owner as stated
in the application for the Contract or as subsequently modified by the
Contract Owner. There is no limitation on the use of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are integral parts
of the Contract and may not be terminated while the Contract remains
in force except in the case of lapse.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
See response to Item 44(c).
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No person, other than the Company, receives any part of the amounts
deducted for cost of insurance.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular investment portfolio securities must or may be
eliminated from assets of the trust or must or may be replaced by
other investment portfolio securities. If an investment adviser or
other person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the nature
of any affiliation to the depositor, trustee or custodian, and any
principal underwriter, and the amount of remuneration to be received
for such services. If any particular person is not designated in the
indenture or agreement, describe briefly the method of selection of
such person.
The responses to Items 10(g) and (h) are incorporated herein by
reference with respect to the Company's right to substitute other
investments for shares in any investment portfolio.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith.
(1) Title of security.
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(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or custodian or
an affiliated persons of the foregoing were involved in the
transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
policy of concentration of investment in a particular industry or
group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
See response to Items l0(g) and l0(h).
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter
of fundamental policy and which is elected to be treated as such.
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
The Company is presently taxed as a life insurance company under
subchapter L of the Internal Revenue Code of 1954. The Company will
include the operations of the Variable Account in its tax return. The
Company does not initially expect to incur any income tax upon the
operations of the Variable Account. If, however, it determines that it
may incur such taxes, it may assess a charge for those taxes from the
Variable Account.
(b) State whether the trust qualified for the last taxable year as
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualifications during the current taxable year.
Not applicable. See response to Item 53(a).
VIII. FINANCIAL AND STATISTICAL INFORMATION
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54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of
its securities:
At the end of each of registrant's past 10 fiscal years:
(a) Year;
(b) Total number of shares;
(c) Asset value per share;
(d) Dividends paid per share.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust. [Form of transcript
omitted.]
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
[Form of schedule omitted.]
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
[Form of table omitted.]
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
[Form of table omitted.]
Not applicable.
59. Financial Statements
Financial Statements of the Trust
No financial statements were filed for the Trust because the Trust has not had
any financial activity since its inception.
Financial Statements of the Depositor
The financial statements of the Company are contained in Pre-Effective Amendment
No. 1 to the Registration Statement.
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IX. EXHIBITS
A. Exhibits (1) through (10) are hereby incorporated by reference to The
Registration Statement and Pre-Effective Amendment No. 1 to the
Registration Statement.
B. (1) Not Applicable
(2) Not Applicable
C. Not Applicable
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Depositor of the Registrant has caused this registration statement to be duly
signed on behalf of the Registrant in the State of Nebraska on the 2nd day of
October, 2000.
COMPANION LIFE SEPARATE ACCOUNT B
(Registrant)
COMPANION LIFE INSURANCE COMPANY
(Depositor)
By:
/s/ Randall C. Horn
-------------------
Randall C. Horn
President
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