As filed with the Securities and Exchange Commission on April 21, 1999.
1933 Act File No: 333-41153
1940 Act File No: 811-08521
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]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 [X]
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Jackson National Separate Account III
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(Exact Name of Registrant)
Jackson National Life Insurance Company
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(Name of Depositor)
5901 Executive Drive, Lansing, Michigan 48911
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(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code:
(517) 394-3400
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With a copy to:
Thomas J. Meyer Judith A. Hasenauer
Vice Pres. & General Counsel Principal
Jackson National Life Insurance Blazzard, Grodd &
Company Hasenauer, P.C.
5901 Executive Dr. P.O. Box 5108
Lansing, MI 48911 Westport, CT 06881
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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X on April 30, 1999 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1) of Rule 485.
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This post-effective amendment designates a new effective date for a
- --- previously filed post-effective amendment.
Title of Securities Being Registered:
Individual Deferred Variable Annuity Contracts
<PAGE>
JACKSON NATIONAL SEPARATE ACCOUNT III
REFERENCE TO ITEMS REQUIRED BY FORM N-4
Caption in Prospectus or
Statement of Additional
Information relating to
N-4 Item each Item
- -------- ------------------------------
Part A. Information Required in a Prospectus Prospectus
1. Cover Page Cover Page
2. Definitions Not Applicable
3. Synopsis Key Facts; Fee Tables
4. Condensed Financial Information Advertising; Appendix A
Condensed Financial
Information
5. General Description of Registrant, The Company; The
Depositor and Portfolio Companies Separate Account;
Investment Portfolios
6. Deductions Contract Charges
7. General Description of Variable The Annuity Contract;
Annuity Contracts Purchases; Transfers;
Access To Your Money;
Income Payments (The
Income Phase); Death
Benefit; Other
Information
8. Annuity Period Income Payments (The
Income Phase)
9. Death Benefit Death Benefit
10. Purchases and Contract Value Purchases
11. Redemptions Access To Your Money
12. Taxes Taxes
13. Legal Proceedings Other Information
14. Table of Contents of the Statement of Table of Contents of the
Additional Information Statement of Additional
Information
Information Required in a Statement of Statement of
Part B. Additional Information Additional Information
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15. Cover Page Cover Page
16. Table of Contents Table of Contents
17. General Information and History General Information
and History
18. Services Services
19. Purchase of Securities Being Offered Purchase of Securities
Being Offered
20. Underwriters Underwriters
21. Calculation of Performance Data Calculation of
Performance
22. Annuity Payments Income Payments; Net
Investment Factor
23. Financial Statements Financial Statements
Part C.
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Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Amendment to Registration Statement.
<PAGE>
THE PERSPECTIVE ADVISORS
FIXED AND VARIABLE ANNUITY
Issued by Jackson National Life Insurance Company and Jackson National Separate
Account III
o Individual, flexible premium deferred annuity
o 2 guaranteed accounts which offer an interest rate that is guaranteed by
Jackson National Life Insurance Company (Jackson National)
o 22 investment portfolios which purchase shares of the following series of
the JNL Series Trust:
JNL/Alliance Growth Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series
Please read this prospectus before you purchase a Perspective Advisors Fixed and
Variable Annuity. It contains important information about the contract that you
ought to know before investing. You should keep this prospectus on file for
future reference.
To learn more about the Perspective Advisors Fixed and Variable Annuity
contract, you can obtain a free copy of the Statement of Additional Information
(SAI) dated April 30, 1999, by calling Jackson National at (800) 766-4683 or by
writing Jackson National at: Annuity Service Center, P.O. Box 378002, Denver,
Colorado 80237-8002. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is legally a part of this prospectus. The Table of Contents
of the SAI appears at the end of this prospectus. The SEC maintains a website
(http://www.sec.gov) that contains the SAI, material incorporated by reference
and other information regarding registrants that file electronically with the
SEC.
The SEC has not approved or disapproved the Perspective Advisors Fixed and
Variable Annuity or passed upon the adequacy of this prospectus. It is a
criminal offense to represent otherwise.
NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
APRIL 30, 1999
<PAGE>
TABLE OF CONTENTS
Key Facts
Fee Table
The Annuity Contract
The Company
The Guaranteed Accounts
The Separate Account
Investment Portfolios
Contract Charges
Purchases
Transfers
Access to Your Money
Income Payments (The Income Phase)
Death Benefit
Taxes
Other Information
Table of Contents of the Statement of Additional Information
Appendix A
<PAGE>
KEY FACTS
Annuity Service Center: 1 (800) 766-4683
Mail Address: P.O. Box 378002, Denver, Colorado 80237-8002
Delivery Address: 8055 East Tufts Avenue, Second Floor,
Denver, Colorado 80237
Institutional Marketing
Group Service Center: 1 (800) 777-7779
Mail Address: P.O. Box 30386, Lansing, Michigan 48909-9692
Delivery Address: 5901 Executive Drive, Lansing, Michigan
48911 Attn: IMG
Home Office: 5901 Executive Drive, Lansing, Michigan
48911
The Annuity Contract The fixed and variable annuity contract
offered by Jackson National provides a means
for investing on a tax-deferred basis in the
guaranteed accounts of Jackson National and
the investment portfolios. The contract is
intended for retirement savings or other
long-term investment purposes and provides
for a death benefit and income options.
Investment Options You can put money into any of the guaranteed
accounts and/or the investment portfolios
but you may not put your money in more than
eighteen of the investment options during
the life of your contract.
Expenses The contract has insurance features and
investment features, and there are costs
related to each.
Jackson National makes a deduction for its
insurance charges which is equal to 1.50% of
the daily value of the contracts invested in
the investment portfolios. During the
accumulation phase, Jackson National deducts
a $50 annual contract maintenance charge
from your contract.
Jackson National may assess a state premium
tax charge which ranges from 0-4%, depending
upon the state, when you begin receiving
regular income payments from your contract,
when you make a withdrawal or, in states
where required, at the time premium payments
are made.
There are also investment charges which
range, on an annual basis, from .20% to
1.18% of the average daily value of the
series, depending on the series.
Purchases Under most circumstances, you can buy a
contract for $25,000 or more. You can add
$5,000 or more ($2,000 or more for a
qualified plan contract) at any time during
the accumulation phase.
Access to Your Money You can take money out of your contract
during the accumulation phase. You may have
to pay income tax and a tax penalty on any
money you take out.
Income Payments You may choose to receive regular income
from your annuity. During the income phase,
you have the same investment choices you had
during the accumulation phase.
Death Benefit If you die before moving to the income
phase, the person you have chosen as your
beneficiary will receive a death benefit.
Free Look You can cancel the contract within twenty
days after receiving it (or whatever period
is required in your state). Under most
circumstances, Jackson National will return
the amount your contract is worth on the day
we receive your request. This may be more or
less than your original payment. If required
by law, Jackson National will return your
premium.
Taxes The Internal Revenue Code provides that you
will not be taxed on the earnings on the
money held in your contract until you take
money out (this is referred to as
tax-deferral). There are different rules as
to how you will be taxed depending on how
you take the money out and the type of
contract you have (non-qualified or
qualified).
<PAGE>
FEE TABLE
Owner Transaction Expenses
Withdrawal Charge:
None
Transfer Fee:
$25 for each transfer in excess of 15 in a contract year
Contract Maintenance Charge:
$50 per contract per year
Separate Account Annual Expenses (as a percentage of average account value)
Mortality and Expense Risk Charges 1.35%
Administration Charge .15%
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Total Separate Account Annual Expenses 1.50%
Series Annual Expenses
(as a percentage of series average net assets)
<TABLE>
<CAPTION>
Management Total
and Series
JNL Series Trust Administrative Other Annual
Fee Expenses Expenses
- ---------------------------------------------------------------- --------------- ----------- ------------
<S> <C> <C> <C>
JNL/Alliance Growth Series .875% 0% .875%
JNL/J.P. Morgan International & Emerging Markets Series 1.075% 0% 1.075%
JNL/Janus Aggressive Growth Series 1.05% 0% 1.05%
JNL/Janus Global Equities Series 1.09% 0% 1.09%
JNL/PIMCO Total Return Bond Series .80% 0% .80%
JNL/Putnam Growth Series 1.00% 0% 1.00%
JNL/Putnam Value Equity Series 1.00% 0% 1.00%
JNL/S&P Conservative Growth Series II* .20% 0% .20%
JNL/S&P Moderate Growth Series II* .20% 0% .20%
JNL/S&P Aggressive Growth Series II* .20% 0% .20%
JNL/S&P Very Aggressive Growth Series II* .20% 0% .20%
JNL/S&P Equity Growth Series II* .20% 0% .20%
JNL/S&P Equity Aggressive Growth Series II* .20% 0% .20%
Goldman Sachs/JNL Growth & Income Series 1.025% 0% 1.025%
Lazard/JNL Small Cap Value Series 1.15% 0% 1.15%
Lazard/JNL Mid Cap Value Series 1.075% 0% 1.075%
PPM America/JNL Money Market Series .70% 0% .70%
Salomon Brothers/JNL Balanced Series .90% 0% .90%
Salomon Brothers/JNL Global Bond Series .95% 0% .95%
Salomon Brothers/JNL High Yield Bond Series .90% 0% .90%
T. Rowe Price/JNL International Equity Investment Series 1.18% 0% 1.18%
T. Rowe Price/JNL Mid-Cap Growth Series 1.05% 0% 1.05%
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</TABLE>
Effective January 1, 1999, certain Series pay Jackson National Financial
Services, LLC, the adviser, an Administrative Fee of .10% for certain services
provided to the Trust by Jackson National Financial Services, LLC. The Total
Series Annual Expenses have been restated to reflect the Administrative Fee.
* Underlying Series Expenses. The expenses shown above are the annual operating
expenses for the JNL/S&P Series. Because the JNL/S&P Series invest in other
Series of the JNL Series Trust, the JNL/S&P Series will indirectly bear their
pro rata share of fees and expenses of the underlying Series in addition to the
expenses shown.
The table below shows the pro rata share of expenses that the JNL/S&P Series
would bear if they invested in a hypothetical mix of underlying Series. The
table below includes the annual operating expenses for the JNL/S&P Series, which
are shown above. The actual expenses of each JNL/S&P Series will be based on the
actual mix of underlying Series in which it invests. The actual expenses may be
greater or less than those shown.
JNL/S&P Conservative Growth Series II.................. 1.147%
JNL/S&P Moderate Growth Series II...................... 1.170%
JNL/S&P Aggressive Growth Series II.................... 1.208%
JNL/S&P Very Aggressive Growth Series II............... 1.219%
JNL/S&P Equity Growth Series II........................ 1.234%
JNL/S&P Equity Aggressive Growth Series II............. 1.227%
Examples. You would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets.
<TABLE>
<CAPTION>
Time Periods
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1 3
year years
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<S> <C> <C>
JNL/Alliance Growth Portfolio $24 $75
JNL/J.P. Morgan International & Emerging Markets Portfolio 26 81
JNL/Janus Aggressive Growth Portfolio 26 80
JNL/Janus Global Equities Portfolio 26 81
JNL/PIMCO Total Return Bond Portfolio 24 72
JNL/Putnam Growth Portfolio 26 78
JNL/Putnam Value Equity Portfolio 26 78
JNL/S&P Conservative Growth Portfolio II 17 54
JNL/S&P Moderate Growth Portfolio II 17 54
JNL/S&P Aggressive Growth Portfolio II 17 54
JNL/S&P Very Aggressive Growth Portfolio II 17 54
JNL/S&P Equity Growth Portfolio II 17 54
JNL/S&P Equity Aggressive Growth Portfolio II 17 54
Goldman Sachs/JNL Growth & Income Portfolio 26 79
Lazard/JNL Small Cap Value Portfolio 27 83
Lazard/JNL Mid Cap Value Portfolio 26 81
PPM America/JNL Money Market Portfolio 23 69
Salomon Brothers/JNL Balanced Portfolio 25 75
Salomon Brothers/JNL Global Bond Portfolio 25 77
Salomon Brothers/JNL High Yield Bond Portfolio 25 75
T. Rowe Price/JNL International Equity Investment Portfolio 27 84
T. Rowe Price/JNL Mid-Cap Growth Portfolio 26 80
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</TABLE>
Explanation of Fee Table and Examples. The purpose of the Fee Table and Examples
is to assist you in understanding the various costs and expenses that you will
bear directly or indirectly. The Fee Table reflects the expenses of the separate
account and the series. Premium taxes may also apply.
The Examples reflect the contract maintenance charge which is determined by
dividing the total amount of such charges expected to be collected during the
year by the total estimated average net assets of the investment portfolios.
The Example does not represent past or future expenses. The actual expenses that
you incur may be greater or less than those shown.
Financial Statements. An accumulation unit value history is contained in
Appendix A.
You can find the following financial statements in the SAI:
o the financial statements of the Separate Account for the period from April
1, 1998 (commencement of operations) to December 31, 1998
o the financial statements of Jackson National for the year ended December
31, 1998
The Separate Account's financial statements for the period ended December 31,
1998 and the financial statements of Jackson National for the year ended
December 31, 1998, have been audited by PricewaterhouseCoopers LLP, independent
accountants.
<PAGE>
THE ANNUITY CONTRACT
The fixed and variable annuity contract offered by Jackson National is a
contract between you, the owner, and Jackson National, an insurance company. The
contract provides a means for investing on a tax-deferred basis in guaranteed
accounts and investment portfolios. The contract is intended for retirement
savings or other long-term investment purposes and provides for a death benefit
and guaranteed income options.
The contract, like all deferred annuity contracts, has two phases: (1) the
accumulation phase, and (2) the income phase. During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal.
The contract offers guaranteed accounts. The guaranteed accounts offer an
interest rate that is guaranteed by Jackson National for the duration of the
guaranteed account period. While your money is in a guaranteed account, the
interest your money earns and your principal are guaranteed by Jackson National.
The value of a guaranteed account may be reduced if you make a withdrawal prior
to the end of the guaranteed account period, but will never be less than the
premium payments accumulated at 3% per year. If you choose to have your annuity
payments come from the guaranteed accounts, your payments will remain level
throughout the entire income phase.
The contract also offers investment portfolios. The investment portfolios are
designed to offer a higher return than the guaranteed accounts. However, this is
not guaranteed. It is possible for you to lose your money. If you put money in
the investment portfolios, the amount of money you are able to accumulate in
your contract during the accumulation phase depends upon the performance of the
investment portfolios you select. The amount of the income payments you receive
during the income phase also will depend, in part, on the performance of the
investment portfolios you choose for the income phase.
As the owner, you can exercise all the rights under the contract. You and your
spouse can be joint owners. You can assign the contract at any time during your
lifetime but Jackson National will not be bound until we receive written notice
of the assignment.
THE COMPANY
Jackson National is a stock life insurance company organized under the laws of
the state of Michigan in June 1961. Its legal domicile and principal business
address is 5901 Executive Drive, Lansing, Michigan 48911. Jackson National is
admitted to conduct life insurance and annuity business in the District of
Columbia and all states except New York. Jackson National is ultimately a
wholly-owned subsidiary of Prudential Corporation plc (London, England).
Jackson National has responsibility for administration of the contracts and the
Separate Account. We maintain records of the name, address, taxpayer
identification number and other pertinent information for each contract owner
and the number and type of contracts issued to each contract owner, and records
with respect to the value of each contract.
THE GUARANTEED ACCOUNTS
If you select a guaranteed account, your money will be placed with Jackson
National's other assets. The guaranteed accounts are not registered with the SEC
and the SEC does not review the information we provide to you about the
guaranteed accounts. Your contract contains a more complete description of the
guaranteed accounts.
THE SEPARATE ACCOUNT
The Jackson National Separate Account III was established by Jackson National on
October 23, 1997, pursuant to the provisions of Michigan law, as a segregated
asset account of the company. The separate account meets the definition of a
"separate account" under the federal securities laws and is registered with the
SEC as a unit investment trust under the Investment Company Act of 1940, as
amended.
The assets of the separate account legally belong to Jackson National and the
obligations under the contracts are obligations of Jackson National. However,
the contract assets in the separate account are not chargeable with liabilities
arising out of any other business Jackson National may conduct. All of the
income, gains and losses resulting from these assets are credited to or charged
against the contracts and not against any other contracts Jackson National may
issue.
The separate account is divided into investment portfolios. Jackson National
does not guarantee the investment performance of the separate account or the
investment portfolios.
INVESTMENT PORTFOLIOS
You can put money in any or all of the investment portfolios; however, you may
not allocate your money to more than eighteen investment options during the life
of your contract. The investment portfolios purchase shares of the following
series of the JNL Series Trust:
JNL/Alliance Growth Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series
The series are described in the attached JNL Series Trust prospectus. Jackson
National Financial Services, LLC serves as investment adviser for all of the
series. The sub-adviser for each series is listed in the following table:
Sub-Adviser Series
- ----------- ------
Alliance Capital Management L.P. JNL/Alliance Growth Series
J.P. Morgan Investment Management Inc. JNL/J.P. Morgan International &
Emerging Markets Series
Janus Capital Corporation JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series
Pacific Investment Management Company JNL/PIMCO Total Return Bond Series
Putnam Investment Management, Inc. JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
Standard & Poor's Investment
Advisory Services, Inc. JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth
Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth
Series II
Goldman Sachs Asset Management Goldman Sachs/JNL Growth & Income
Series
Lazard Asset Management Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America, Inc. PPM America/JNL Money Market Series
Salomon Brothers Asset Management Inc Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond
Series
Salomon Brothers/JNL High Yield Bond
Series
Rowe Price-Fleming International, Inc. T. Rowe Price/JNL International
Equity Investment Series
T. Rowe Price Associates, Inc. T. Rowe Price/JNL Mid-Cap Growth
Series
Depending on market conditions, you can make or lose money in any of the
investment portfolios. You should read the JNL Series Trust prospectus carefully
before investing. Additional investment portfolios may be available in the
future.
Voting Rights. To the extent required by law, Jackson National will obtain from
you and other owners of the contracts instructions as to how to vote when the
series solicits proxies in conjunction with a vote of shareholders. When Jackson
National receives instructions, we will vote all the shares Jackson National
owns in proportion to those instructions.
Substitution. Jackson National may be required to substitute an investment
portfolio with another portfolio. We will not do this without the prior approval
of the SEC. Jackson National will give you notice of our intent to do this.
CONTRACT CHARGES
There are charges and other expenses associated with the contracts that reduce
the return on your investment in the contract. These charges may be a lesser
amount where required by state law or as described below, but will not be
increased. These charges and expenses are:
Insurance Charges. Each day Jackson National makes a deduction for its insurance
charges. We do this as part of our calculation of the value of the accumulation
units and annuity units. On an annual basis, this charge equals 1.50% of the
daily value of the contracts invested in an investment portfolio, after expenses
have been deducted.
This charge is for the mortality risks, expense risks and administrative
expenses assumed by Jackson National. The mortality risks that Jackson National
assumes arise from our obligations under the contracts:
o to make income payments for the life of the annuitant during the income
phase;
o to waive the withdrawal charge in the event of your death; and
o to provide both a standard and an enhanced death benefit prior to the
income date.
The expense risk that Jackson National assumes is the risk that our actual cost
of administering the contracts and the investment portfolios will exceed the
amount that we receive from the administration charge and the contract
maintenance charge.
Contract Maintenance Charge. During the accumulation phase, Jackson National
deducts a $50 annual contract maintenance charge on each anniversary of the date
on which your contract was issued. If you make a complete withdrawal from your
contract, the contract maintenance charge will also be deducted. This charge is
for administrative expenses.
Jackson National will not deduct this charge, if when the deduction is to be
made, the value of your contract is $50,000 or more. Jackson National may
discontinue this practice at any time.
Transfer Fee. A transfer fee of $25 will apply to transfers in excess of 15 in a
contract year. Jackson National may waive the transfer fee in connection with
pre-authorized automatic transfer programs, or may charge a lesser fee where
required by state law.
Other Expenses. Jackson National pays the operating expenses of the Separate
Account.
There are deductions from and expenses paid out of the assets of the series.
These expenses are described in the attached JNL Series Trust prospectus.
Premium Taxes. Some states and other governmental entities charge premium taxes
or other similar taxes. Jackson National is responsible for the payment of these
taxes and may make a deduction from the value of the contract for them. Premium
taxes generally range from 0% to 4% depending on the state.
Income Taxes. Jackson National will make a deduction from the contract for any
income taxes which it incurs because of the contract. Currently, we are not
making any such deduction.
Distribution of Contracts. Jackson National Life Distributors, Inc., located at
10877 Wilshire Boulevard, Suite 1550, Los Angeles, California 90024, serves as
the distributor of the contracts. Jackson National Life Distributors, Inc. is a
wholly-owned subsidiary of Jackson National.
Commissions will be paid to broker-dealers who sell the contracts. While
commissions may vary, they are not expected to exceed 8% of any premium payment.
Under certain circumstances, Jackson National may pay bonuses, overrides, and
marketing allowances, in addition to the standard commissions. Jackson National
may under certain circumstances where permitted by applicable law, pay a bonus
to a contract purchaser to the extent the broker-dealer waives its commission.
Jackson National may use any of its corporate assets to cover the cost of
distribution, including any profit from the contract insurance charges.
PURCHASES
Minimum Initial Premium:
o $25,000 under most circumstances
The maximum we accept without our prior approval is $1 million.
Minimum Additional Premiums:
o $5,000 for a non-qualified plan contract
o $2,000 for a qualified plan contract
o $50 under the automatic payment plan
You can pay additional premiums at any time during the accumulation phase.
The minimum that you may allocate to a guaranteed account or investment
portfolio is $100. There is a $100 minimum balance requirement for each
guaranteed account and investment portfolio.
When you purchase a contract, Jackson National will allocate your premium to one
or more of the guaranteed accounts and/or the investment portfolios you have
selected. Your allocations must be in whole percentages ranging from 0% to 100%.
Jackson National will allocate additional premiums in the same way unless you
tell us otherwise.
There may be more than eighteen investment options available under the contract;
however, you may not allocate your money to more than eighteen investment
options during the life of your contract.
Jackson National will issue your contract and allocate your first premium within
2 business days after we receive your first premium and all information required
by us for purchase of a contract. If we do not receive all of the required
information, we will contact you to get the necessary information. If for some
reason Jackson National is unable to complete this process within 5 business
days, we will either return your money or get your permission to keep it until
we receive all of the required information.
The Jackson National business day closes when the New York Stock Exchange
closes, usually 4:00 p.m. Eastern time.
Accumulation Units. The contract value allocated to the investment portfolios
will go up or down depending on the performance of the portfolios. In order to
keep track of the value of your contract, Jackson National uses a unit of
measure called an accumulation unit. (An accumulation unit is similar to a share
of a mutual fund.) During the income phase it is called an annuity unit.
Every business day Jackson National determines the value of an accumulation unit
for each of the investment portfolios. This is done by:
1. determining the total amount of money invested in the particular
investment portfolio;
2. subtracting any insurance charges and any other charges, such as
taxes;
3. dividing this amount by the number of outstanding accumulation units.
The value of an accumulation unit may go up or down from day to day.
When you make a premium payment, Jackson National credits your contract with
accumulation units. The number of accumulation units credited is determined at
the close of Jackson National's business day by dividing the amount of the
premium allocated to any investment portfolio by the value of the accumulation
unit for that investment portfolio.
TRANSFERS
You can transfer money between guaranteed accounts and investment portfolios
during the accumulation phase. During the income phase, you can transfer money
between investment portfolios.
You can make 15 transfers every year during the accumulation phase without
charge. The minimum amount that you can transfer is $100 (unless the transfer is
made under a pre-authorized automatic transfer program). If the remaining value
in a guaranteed account or investment portfolio would be less than $100 after a
transfer, you must transfer the entire value or you may not make the transfer.
Telephone Transactions. You may make transfers by telephone, unless you elect
not to have this privilege. When authorizing a transfer, you must complete your
telephone call by the close of Jackson National's business day (usually 4:00
p.m. Eastern time) in order to receive that day's accumulation unit value for an
investment portfolio.
Jackson National has procedures which are designed to provide reasonable
assurance that telephone authorizations are genuine. Our procedures include
requesting identifying information and tape recording telephone communications.
Jackson National and its affiliates disclaim all liability for any claim, loss
or expense resulting from any alleged error or mistake in connection with a
telephone transfer which was not properly authorized by you. However, if Jackson
National fails to employ reasonable procedures to ensure that all telephone
transfers are properly authorized, we may be held liable for such losses.
Jackson National reserves the right to modify or discontinue at any time and
without notice the acceptance of instructions from someone other than you and/or
the telephone transfer privilege.
ACCESS TO YOUR MONEY
You can have access to the money in your contract:
o by making either a partial or complete withdrawal, or
o by electing to receive income payments.
Your beneficiary can have access to the money in your contract when a death
benefit is paid.
When you make a complete withdrawal you will receive:
1. the value of the contract on the day you made the withdrawal;
2. less any premium tax; and
3. less any contract maintenance charge.
Except in connection with the systematic withdrawal program, you must withdraw
at least $500 or, if less, the entire amount in the guaranteed account or
investment portfolio from which you are making the withdrawal. After your
withdrawal, you must have at least $100 left in the guaranteed account or
investment portfolio.
Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.
There are limitations on withdrawals from a qualified plan referred to as a
403(b) annuity. See "Taxes."
Systematic Withdrawal Program. You can arrange to have money automatically sent
to you periodically while your contract is still in the accumulation phase. You
will have to pay taxes on money you receive and withdrawals you make before you
reach 59 1/2 may be subject to a 10% tax penalty.
We reserve the right to charge a fee for participation or to discontinue
offering this program in the future.
Suspension of Withdrawals or Transfers. Jackson National may be required to
suspend or delay withdrawals or transfers from an investment portfolio when:
o the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o trading on the New York Stock Exchange is restricted;
o an emergency exists so that it is not reasonably practicable to dispose of
shares of the investment portfolios or determine investment portfolio
values;
o the SEC, by order, may permit for the protection of owners.
Jackson National has reserved the right to defer payment for a withdrawal or
transfer from the guaranteed accounts for the period permitted by law, but not
more than six months.
INCOME PAYMENTS (THE INCOME PHASE)
The income phase occurs when you begin receiving regular payments from your
contract. The income date is the month and year in which those payments begin.
You can choose the income date and an income option. The income options are
described below.
If you do not choose an income option, we will assume that you selected Option 3
which provides a life annuity with 120 months of guaranteed payments.
You can change the income date or income option at any time before the income
date. You must give us 7 days notice. Income payments must begin by your 90th
birthday under a non-qualified contract (or an earlier date under a qualified
contract if required by law).
At the income date, you can choose whether payments will come from the
guaranteed accounts, the investment portfolios or both. Unless you tell us
otherwise, your income payments will be based on the investment allocations that
were in place on the income date.
You can choose to have income payments made monthly, quarterly, semi-annually,
or annually. However, if you have less than $5,000 to apply toward an income
option and state law permits, Jackson National may provide your payment in a
single lump sum. Likewise, if your first income payment would be less than $50
and state law permits, Jackson National may set the frequency of payments so
that the first payment would be at least $50.
Income Payments from Investment Portfolios. If you choose to have any portion of
your income payments come from the investment portfolio(s), the dollar amount of
your payment will depend upon three things:
1. the value of your contract in the investment portfolio(s) on the
income date;
2. the 4.5% assumed investment rate used in the annuity table for the
contract; and
3. the performance of the investment portfolios you selected.
Jackson National calculates the dollar amount of the first income payment that
you receive from the investment portfolios. We then use that amount to determine
the number of annuity units that you hold in each investment portfolio. The
amount of each subsequent income payment is determined by multiplying the number
of annuity units that you hold in an investment portfolio by the annuity unit
value for that investment portfolio.
The number of annuity units that you hold in each investment portfolio does not
change unless you reallocate your contract value among the investment
portfolios. The annuity unit value of each investment portfolio will vary based
on the investment performance of the series. If the actual investment
performance exactly matches the assumed rate at all times, the amount of each
income payment will remain equal. If the actual investment performance exceeds
the assumed rate, your income payments will increase. Similarly, if the actual
investment performance is less than the assumed rate, your income payments will
decrease.
Income Options. The annuitant is the person whose life we look to when we make
income payments. (Each description assumes that you are the owner and
annuitant.) The following income options may not be available in all states.
Option 1 - Life Income. This income option provides monthly payments for
your life.
Option 2 - Joint and Survivor Annuity. This income option provides monthly
payments for your life and for the life of another person (usually your spouse)
selected by you.
Option 3 - Life Annuity With 120 or 240 Monthly Payments Guaranteed. This
income option provides monthly payments for the annuitant's life, but with
payments continuing to the owner for the remainder of 10 or 20 years (as you
select) if the annuitant dies before the end of the selected period.
Option 4 - Income for a Specified Period. This income option provides
monthly payments for any number of years from 5 to 30.
Additional Options - Other income options may be made available by Jackson
National.
If you choose Option 1, 2 or 3, you cannot make a withdrawal during the income
phase.
DEATH BENEFIT
The death benefit is calculated as of the date we receive complete claim forms
and proof of death from the beneficiary of record.
Death of Owner Before the Income Date. If you die before moving to the income
phase, the person you have chosen as your beneficiary will receive a death
benefit. If you have a joint owner, the death benefit will be paid when the
first joint owner dies. The surviving joint owner will be treated as the
beneficiary. Any other beneficiary designated will be treated as a contingent
beneficiary. Joint owners must be spouses (unless otherwise permitted by state
law).
The death benefit is the greater of:
1. the current value of your contract, or
2. the guaranteed minimum death benefit.
Guaranteed Minimum Death Benefit.
o Prior to the first anniversary of the contract issue date, the
guaranteed minimum death benefit is equal to total premiums minus
the sum of total withdrawals, charges and premium taxes incurred
in the first contract year.
o On each anniversary of the contract issue date prior to the date
of death, the guaranteed minimum death benefit is calculated
based on your attained age. It is calculated as follows:
Ages 0 - 70. The greater of:
a. the guaranteed minimum death benefit on the last contract
anniversary
i. adjusted for any premiums paid since the last contract
anniversary
ii. minus the sum of total withdrawals, charges and premium
taxes incurred since the last contract anniversary
accumulated at 2%
b. the current value of the contract
Ages 71 - 80. The greater of:
a. the guaranteed minimum death benefit on the last contract
anniversary
i. adjusted for any premiums paid since the last contract
anniversary
ii. minus the sum of total withdrawals, charges and premium
taxes incurred since the last contract anniversary
b. the current value of the contract
Ages 81 and older.
a. the guaranteed minimum death benefit on the last contract
anniversary
i. adjusted for any premiums paid since the last contract
anniversary
ii. minus the sum of total withdrawals, charges and premium
taxes incurred since the last contract anniversary
b. the current value of the contract
o After the first anniversary of the contract issue date, at any
time between anniversaries, the guaranteed minimum death benefit
is equal to:
a. the guaranteed minimum death benefit on the last contract
anniversary prior to the date of death
i. adjusted for any premiums paid since the last contract
anniversary
ii. minus the sum of total withdrawals, charges and premium
taxes incurred since the last contract anniversary
The entire death benefit must be paid within 5 years of the date of death unless
the beneficiary elects to have the death benefit payable under an income option.
The death benefit payable under an income option must be paid over the
beneficiary's lifetime or for a period not extending beyond the beneficiary's
life expectancy. Payments must begin within one year of the date of death.
Unless the beneficiary chooses to receive the death benefit in a single sum, the
beneficiary must elect an income option within the 60 day period beginning with
the date Jackson National receives proof of death. If the beneficiary chooses to
receive the death benefit in a single sum and all the necessary requirements are
met, Jackson National will pay the death benefit within 7 days. If the
beneficiary is your spouse, he/she can continue the contract in his/her own name
at the then current contract value.
Death of Owner On or After the Income Date. If you or a joint owner die on or
after the income date, any remaining payments under the income option elected
will continue at least as rapidly as under the method of distribution in effect
at the date of death. If you die, the beneficiary becomes the owner. If the
joint owner dies, the surviving joint owner, if any, will be the designated
beneficiary. Any other beneficiary designation on record at the time of death
will be treated as a contingent beneficiary. A contingent beneficiary is
entitled to receive payment only after the beneficiary dies.
Death of Annuitant. If the annuitant is not an owner or joint owner and the
annuitant dies before the income date, you can name a new annuitant. If you do
not name a new annuitant within 30 days of the death of the annuitant, you will
become the annuitant. However, if the owner is a non-natural person (for
example, a corporation), then the death of the annuitant will be treated as the
death of the owner, and a new annuitant may not be named.
If the annuitant dies on or after the income date, any remaining payments will
be as provided for in the income option selected. Any remaining payments will be
paid at least as rapidly as under the method of distribution in effect at the
annuitant's death.
TAXES
The following is general information and is not intended as tax advice to any
individual. You should consult your own tax adviser.
The Internal Revenue Code (Code) provides that you will not be taxed on the
earnings on the money held in your contract until you take money out (this is
referred to as tax-deferral). There are different rules as to how you will be
taxed depending on how you take the money out and the type of contract you have
(non-qualified or qualified).
Non-Qualified Contracts - General Taxation. You will not be taxed on increases
in the value of your contract until a distribution (either as a withdrawal or as
an income payment) occurs. When you make a withdrawal you are taxed on the
amount of the withdrawal that is earnings. For income payments, a portion of
each income payment is treated as a partial return of your premium and will not
be taxed. The remaining portion of the income payment will be treated as
ordinary income. How the income payment is divided between taxable and
non-taxable portions depends on the period over which income payments are
expected to be made. Income payments received after you have received all of
your premium are treated as income.
If a non-qualified contract is owned by a non-natural person (e.g., corporation
or certain other entities other than a trust holding the contract as an agent
for a natural person), the contract will generally not be treated as an annuity
for tax purposes.
Qualified and Non-Qualified Contracts. If you purchase the contract as an
individual and not under any pension plan, specially sponsored program or an
individual retirement annuity, your contract is referred to as a non-qualified
contract.
If you purchase the contract under a pension plan, specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract. Examples of qualified plans are: Individual Retirement Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension and profit-sharing plans, which include 401(k) plans and H.R.
10 Plans.
Withdrawals - Non-Qualified Contracts. If you make a withdrawal from your
contract, the Code treats the withdrawal as first coming from earnings and then
from your premium payments. Withdrawn earnings are includible in income.
The Code also provides that any amount received under an annuity contract which
is included in income may be subject to a 10% penalty. Some withdrawals will be
exempt from the penalty. They include any amounts: (1) paid on or after the
taxpayer reaches age 59 1/2; (2) paid after you die; (3) paid if the taxpayer
becomes totally disabled (as that term is defined in the Code); (4) paid in a
series of substantially equal payments made annually (or more frequently) for
life or a period not exceeding life expectancy; (5) paid under an immediate
annuity; or (6) which come from premiums made prior to August 14, 1982.
Withdrawals - Qualified Contracts. There are special rules that govern qualified
contracts. We have provided additional discussion in the Statement of Additional
Information.
Withdrawals - Tax-Sheltered Annuities. The Code limits the withdrawal of amounts
attributable to purchase payments made under a salary reduction agreement from
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term
is defined in the Code); or (5) in the case of hardship. However, in the case of
hardship, the owner can only withdraw the premium and not any earnings.
Withdrawals - Roth IRAs. Beginning in 1998, individuals may purchase a new type
of non-deductible IRA, known as a Roth IRA. Qualified distributions from Roth
IRAs are entirely federal income tax free. A qualified distribution requires
that the individual has held the Roth IRA for at least five years and, in
addition, that the distribution is made either after the individual reaches age
59 1/2, on account of the individual's death or disability, or as qualified
first-time home purchase, subject to $10,000 lifetime maximum, for the
individual, or for a spouse, child, grandchild, or ancestor.
Withdrawals - Investment Adviser Fees. The Internal Revenue Service has, through
a series of Private Letter Rulings, held that the payment of investment adviser
fees from an IRA or a Tax-Sheltered Annuity is permissible under certain
circumstances and will not be considered a distribution for income tax purposes.
The Rulings require that in order to receive this favorable tax treatment, the
annuity contract must, under a written agreement, be solely liable (not jointly
with the contract owner) for payment of the adviser's fee and the fee must
actually be paid from the annuity contract to the adviser. Withdrawals from
non-qualified contracts for the payment of investment adviser fees will be
considered taxable distributions from the contract.
Death Benefits. Any death benefits paid under the contract are taxable to the
beneficiary. The rules governing the taxation of payments from an annuity
contract, as discussed above, generally apply to the payment of death benefits
and depend on whether the death benefits are paid as a lump sum or as annuity
payments.
Restrictions Under the Texas Optional Retirement Program (ORP). Contracts issued
to participants in ORP contain restrictions required under the Texas
Administrative Code. In accordance with those restrictions, a participant in ORP
will not be permitted to make withdrawals prior to such participant's
retirement, death, attainment of age 70 1/2 year or termination of employment in
a Texas public institution of higher education. The restrictions on withdrawal
do not apply in the event a participant in ORP transfers the contract value to
another approved contract or vendor during the period of ORP participation.
Assignment. An assignment may be a taxable event. If the contract is issued
pursuant to a qualified plan, there may be limitations on your ability to assign
the contract.
Diversification. The Code provides that the underlying investments for a
variable annuity must satisfy certain diversification requirements in order to
be treated as an annuity contract. Jackson National believes that the underlying
investments are being managed so as to comply with these requirements.
Neither the Code nor the Internal Revenue Service Regulations issued to date
provide guidance as to the circumstances under which you, because of the degree
of control you exercise over the underlying investments, and not Jackson
National would be considered the owner of the shares of the investment
portfolios. If you are considered the owner of the shares, it will result in the
loss of the favorable tax treatment for the contract.
It is unknown to what extent owners are permitted to select investment
portfolios, to make transfers among the investment portfolios or the number and
type of investment portfolios owners may select from without being considered
the owner of the shares. If any guidance is provided which is considered a new
position, then the guidance would generally be applied prospectively. However,
if such guidance is considered not to be a new position, it may be applied
retroactively. This would mean that you, as the owner of the contract, could be
treated as the owner of the investment portfolios. Due to the uncertainty in
this area, Jackson National reserves the right to modify the contract in an
attempt to maintain favorable tax treatment.
OTHER INFORMATION
Dollar Cost Averaging. You can arrange to automatically have a regular amount of
money periodically transferred into the investment portfolios. This
theoretically gives you a lower average cost per unit over time than you would
receive if you made a one time purchase. Certain restrictions may apply.
Jackson National does not currently charge for participation in this program. We
may do so in the future.
Rebalancing. You can arrange to have Jackson National automatically reallocate
money between investment portfolios periodically to keep the blend you select.
Jackson National does not currently charge for participation in this program. We
may do so in the future.
Free Look. If you cancel the contract within twenty days after receiving it (or
whatever period is required in your state), Jackson National will return the
amount your contract is worth on the day we receive your request. This may be
more or less than your original payment. If required by law, Jackson National
will return your premium.
Advertising. From time to time, Jackson National may advertise several types of
performance for the investment portfolios.
o Total return is the overall change in the value of an investment in an
investment portfolio over a given period of time.
o Standardized average annual total return is calculated in accordance
with SEC guidelines.
o Non-standardized total return may be for periods other than those
required or may otherwise differ from standardized average annual
total return. For example, if a series has been in existence longer
than the investment portfolio, we may show non-standardized
performance for periods that begin on the inception date of the
series, rather than the inception date of the investment portfolio.
o Yield refers to the income generated by an investment over a given period
of time.
Performance will be calculated by determining the percentage change in the value
of an accumulation unit by dividing the increase (decrease) for that unit by the
value of the accumulation unit at the beginning of the period. Performance will
reflect the deduction of the insurance charges and may reflect the deduction of
the contract maintenance charge and withdrawal charge. The deduction of the
contract maintenance and/or the withdrawal charge would reduce the percentage
increase or make greater any percentage decrease. Market Timing and Asset
Allocation Services. Market timing and asset allocation services offered by
third parties must comply with Jackson National's administrative systems, rules
and procedures.
Modification of the Contract. Only the President, Vice President, Secretary or
Assistant Secretary of Jackson National may approve a change to or waive a
provision of the contract. Any change or waiver must be in writing. Jackson
National may change the terms of the contract in order to comply with changes in
applicable law, or otherwise as deemed necessary by Jackson National.
Year 2000 Matters. Jackson National initiated a project in 1993 to review and
analyze its computer systems to determine if they are Year 2000 compatible. This
project includes a written plan which provides for a process which ensures that
when a particular system, or software application, is determined to be
"non-compliant" the proper steps are in place to either remedy the
"non-compliance" or cease using the particular system or software.
Jackson National's plan provides for an inventory of all critical computer
systems, testing of such systems and resolution of Year 2000 issues. Jackson
National anticipates that all compliance issues will be resolved by December 31,
1999.
As of the date of this Prospectus, Jackson National has identified and made
available what it believes are the appropriate resources of hardware, people,
and dollars to ensure that the plan will be completed.
Jackson National will not conclusively know the success of its plan until the
Year 2000. Even with appropriate and diligent pursuit of a well-conceived
response plan, including testing procedures, there is no certainty that any
company will achieve complete success. Further, Jackson National's ability to
function unaffected to and through the Year 2000 may be adversely affected by
actions (or inactions) of third parties beyond its knowledge or control.
Legal Proceedings. There are no material legal proceedings, other than ordinary
routine litigation incidental to the business, to which Jackson National Life
Insurance Company, Jackson National Life Distributors, Inc., and the Jackson
National Separate Account III are parties.
Questions. If you have questions about your contract, you may call or write to
us at:
o Jackson National Life Annuity Service Center, (800) 766-4683, P.O. Box
378002, Denver, Colorado 80237-8002
o Institutional Marketing Group Service Center: (800) 777-7779, P.O. Box
30386, Lansing, Michigan 48909-9692.
<PAGE>
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
General Information and History ........................................... 2
Services .................................................................. 2
Purchase of Securities Being Offered ...................................... 2
Underwriters .............................................................. 2
Calculation of Performance ................................................ 3
Additional Tax Information ................................................ 7
Income Payments; Net Investment Factor ....................................16
Financial Statements ......................................................18
<PAGE>
APPENDIX A
Condensed Financial Information
Accumulation Unit Values
The following table shows accumulation unit values at the beginning and end of
the periods indicated as well as the number of accumulation units outstanding
for each portfolio as of December 31, 1998. This information has been taken from
the Separate Account's financial statements. The Separate Account's financial
statements for the period ended December 31, 1998, have been audited by
PricewaterhouseCoopers LLP, independent accountants. This information should be
read together with the Separate Account's financial statements and related notes
which are in the SAI.
- --------------------------------------------------------------------------------
Investment Portfolios December 31,
1998 (a)
- --------------------------------------------------------------------------------
JNL/Alliance Growth Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $12.31
Accumulation units outstanding
at the end of period 80,806
JNL/J.P. Morgan International &
Emerging Markets Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $9.01
Accumulation units outstanding
at the end of period 6,345
JNL/Janus Aggressive Growth Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $13.03
Accumulation units outstanding
at the end of period 147,588
JNL/Janus Global Equities Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.40
Accumulation units outstanding
at the end of period 157,121
JNL/PIMCO Total Return Bond Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.50
Accumulation units outstanding
at the end of period 235,487
JNL/Putnam Growth Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $11.43
Accumulation units outstanding
at the end of period 205,520
JNL/Putnam Value Equity Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.02
Accumulation units outstanding
at the end of the period 218,997
JNL/S&P Conservative Growth Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $9.44
Accumulation units outstanding
at the end of period 180,307
JNL/S&P Moderate Growth Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $10.11
Accumulation units outstanding
at the end of period 282,366
JNL/S&P Aggressive Growth Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $9.94
Accumulation units outstanding
at the end of period 26,852
JNL/S&P Very Aggressive Growth Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $10.68
Accumulation units outstanding
at the end of period 14,476
JNL/S&P Equity Growth Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $9.93
Accumulation units outstanding
at the end of period 60,447
JNL/S&P Equity Aggressive Growth
Portfolio II
Accumulation unit value:
Beginning of period $10.00
End of period $10.25
Accumulation units outstanding
at the end of period 21,850
Goldman Sachs/JNL Growth & Income
Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $8.63
Accumulation units outstanding
at the end of period 171,838
Lazard/JNL Small Cap Value Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $8.32
Accumulation units outstanding
at the end of period 39,767
Lazard/JNL Mid Cap Value Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $8.78
Accumulation units outstanding
at the end of period 52,028
PPM America/JNL Money Market Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.24
Accumulation units outstanding
at the end of period 206,487
Salomon Brothers/JNL Balanced Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.14
Accumulation units outstanding
at the end of the period 132,312
Salomon Brothers/JNL Global Bond
Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $9.87
Accumulation units outstanding
at the end of period 94,907
Salomon Brothers/JNL High Yield
Bond Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $9.93
Accumulation units outstanding
at the end of period 210,063
T. Rowe Price/JNL International Equity
Investment Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $9.91
Accumulation units outstanding
at the end of period 61,410
T. Rowe Price/JNL Mid-Cap Growth
Portfolio
Accumulation unit value:
Beginning of period $10.00
End of period $10.31
Accumulation units outstanding
at the end of period 129,491
(a) The Separate Account commenced operation on April 1, 1998. The JNL/S&P
Conservative Growth Portfolio II, the JNL/S&P Moderate Growth Portfolio II,
JNL/S&P Aggressive Growth Portfolio II, JNL/S&P Very Aggressive Growth
Portfolio II, JNL/S&P Equity Growth Portfolio II, and JNL/S&P Equity
Aggressive Growth Portfolio II commenced operations on April 13, 1998.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1999
INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACTS
ISSUED BY THE JACKSON NATIONAL SEPARATE ACCOUNT III
OF JACKSON NATIONAL LIFE INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. It
contains information in addition to and more detailed than set forth in the
Prospectus and should be read in conjunction with the Prospectus dated April 30,
1999. The Prospectus may be obtained from Jackson National Life Insurance
Company by writing P.O. Box 378002, Denver, Colorado 80237-8002, or calling
1-800-766-4683.
TABLE OF CONTENTS
Page
General Information and History............................................ 2
Services................................................................... 2
Purchase of Securities Being Offered....................................... 2
Underwriters............................................................... 2
Calculation of Performance................................................. 3
Additional Tax Information................................................. 7
Income Payments; Net Investment Factor ................................... 16
Financial Statements ..................................................... 18
<PAGE>
General Information and History
Jackson National Separate Account III (Separate Account) is a separate
investment account of Jackson National Life Insurance Company (Jackson
National). Jackson National is a wholly-owned subsidiary of Brooke Life
Insurance Company, and is ultimately a wholly-owned subsidiary of Prudential
Corporation plc, London, England, a insurance company in the United Kingdom.
Services
Jackson National is the custodian of the assets of the Separate
Account. The custodian has custody of all cash of the Separate Account and
attends to the collection of proceeds of shares of the underlying fund bought
and sold by the Separate Account.
PricewaterhouseCoopers LLP, 200 East Randolph Drive, Chicago, Illinois
60601, audits and reports on Jackson National's financial statements, including
the financial statements of the Separate Account, and performs other
professional accounting, auditing and advisory services when engaged to do so by
Jackson National.
Blazzard, Grodd & Hasenauer, P.C. of Westport, Connecticut has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the contracts described in the Prospectus.
Purchase of Securities Being Offered
The contracts will be sold by licensed insurance agents in states where
the contracts may be lawfully sold. The agents will be registered
representatives of broker-dealers that are registered under the Securities
Exchange Act of 1934 and members of the National Association of Securities
Dealers, Inc. (NASD).
Underwriters
The contracts are offered continuously and are distributed by Jackson
National Life Distributors, Inc. (JNLD), 10877 Wilshire Boulevard, Suite 1550,
Los Angeles, California 90024. JNLD is a subsidiary of Jackson National. During
the fiscal year ended December 31, 1998, no underwriting commissions were paid
by Jackson National to JNLD.
<PAGE>
Calculation of Performance
When Jackson National advertises performance for an investment
portfolio (except the PPM America/JNL Money Market Portfolio), we will include
quotations of standardized total return to facilitate comparison with
standardized total return advertised by other variable annuity separate
accounts. Standardized total return for an investment portfolio will be shown
for periods beginning on the date the investment portfolio first invested in the
corresponding series. We will calculate standardized total return according to
the standard methods prescribed by rules of the Securities and Exchange
Commission.
Standardized total return for a specific period is calculated by taking
a hypothetical $1,000 investment in an investment portfolio at the offering on
the first day of the period ("initial investment"), and computing the ending
redeemable value ("redeemable value") of that investment at the end of the
period. The redeemable value is then divided by the initial investment and
expressed as a percentage, carried to at least the nearest hundredth of a
percent. Standardized total return reflects the deduction of the insurance
charges and the contract maintenance charge. The redeemable value also reflects
the effect of any applicable withdrawal charge that may be imposed at the end of
the period. No deduction is made for premium taxes which may be assessed by
certain states.
The standardized total returns for each investment portfolio (except
the PPM America/JNL Money Market Portfolio) for the periods indicated are as
follows:
<TABLE>
<CAPTION>
Date of Initial Investment
in Corresponding Series to
December 31, 1998
-----------------
<S> <C>
JNL/Alliance Growth Portfolio ...................................... 23.10%
JNL/J.P. Morgan International & Emerging Markets Portfolio ......... -9.95%
JNL/Janus Aggressive Growth Portfolio .............................. 30.32%
JNL/Janus Global Equities Portfolio ................................ 4.03%
JNL/PIMCO Total Return Bond Portfolio .............................. 5.02%
JNL/Putnam Growth Portfolio ........................................ 14.33%
JNL/Putnam Value Equity Portfolio .................................. 0.16%
JNL/S&P Conservative Growth Portfolio II ........................... -5.62%
JNL/S&P Moderate Growth Portfolio II ............................... 1.11%
JNL/S&P Aggressive Growth Portfolio II ............................. -0.58%
JNL/S&P Very Aggressive Growth Portfolio II ........................ 6.84%
JNL/S&P Equity Growth Portfolio II ................................. -0.68%
JNL/S&P Equity Aggressive Growth Portfolio II ...................... 2.49%
Goldman Sachs/JNL Growth & Income Portfolio ........................ -13.65%
Lazard/JNL Small Cap Value Portfolio ............................... -16.79%
Lazard/JNL Mid Cap Value Portfolio ................................. -12.17%
Salomon Brothers/JNL Balanced Portfolio ............................ 1.37%
Salomon Brothers/JNL Global Bond Portfolio ......................... -1.26%
Salomon Brothers/JNL High Yield Bond Portfolio ..................... -0.72%
T. Rowe Price/JNL International Equity Investment Portfolio ........ -0.90%
T. Rowe Price/JNL Mid-Cap Growth Portfolio ......................... 3.11%
</TABLE>
Jackson National may also advertise non-standardized total return.
Non-standardized total return may be for periods other than those required to be
presented or may otherwise differ from standardized total return.
Non-standardized total return may assume a larger initial investment which more
closely approximates the size of a typical contract.
The non-standardized total returns that each investment portfolio
(except the PPM America/JNL Money Market Portfolio) would have achieved if it
had been invested in the corresponding series for the periods indicated,
calculated in a manner similar to standardized total return but assuming a
hypothetical initial investment of $10,000 and without deducting the contract
maintenance charge, are as follows:
<TABLE>
<CAPTION>
Commencement of
Operations of
Corresponding
One Year Period Ended Series to December
December 31, 1998 31, 1998
----------------- --------
<S> <C> <C>
JNL/Alliance Growth Portfolio ** ............................ N/A 31.15%
JNL/J.P. Morgan International & Emerging Markets
Portfolio ** ....................................... N/A -2.47%
JNL/Janus Aggressive Growth Portfolio * ..................... 55.31% 28.42%
JNL/Janus Global Equities Portfolio * ....................... 24.98% 27.66%
JNL/PIMCO Total Return Bond Portfolio ** .................... N/A 4.38%
JNL/Putnam Growth Portfolio * ............................... 32.92% 28.87%
JNL/Putnam Value Equity Portfolio * ......................... 10.81% 20.64%
JNL/S&P Conservative Growth Portfolio II *** ................ N/A -5.62%
JNL/S&P Moderate Growth Portfolio II *** .................... N/A 1.11%
JNL/S&P Aggressive Growth Portfolio II *** .................. N/A -0.58%
JNL/S&P Very Aggressive Growth Portfolio II *** ............. N/A 6.84%
JNL/S&P Equity Growth Portfolio II *** ...................... N/A -0.68%
JNL/S&P Equity Aggressive Growth Portfolio II *** ........... N/A 2.49%
Goldman Sachs/JNL Growth & Income Portfolio ** .............. N/A -10.53%
Lazard/JNL Small Cap Value Portfolio ** ..................... N/A -14.00%
Lazard/JNL Mid Cap Value Portfolio ** ....................... N/A -8.79%
Salomon Brothers/JNL Balanced Portfolio ** .................. N/A 4.59%
Salomon Brothers/JNL Global Bond Portfolio * ................ 0.94% 7.84%
Salomon Brothers/JNL High Yield Bond Portfolio * ............ N/A 0.07%
T. Rowe Price/JNL International Equity Investment Portfolio * 12.63% 8.79%
T. Rowe Price/JNL Mid-Cap Growth Portfolio * ................ 19.68% 23.75%
</TABLE>
* Corresponding series commenced operations on May 15, 1995.
** Corresponding series commenced operations on Marh 2, 1998.
*** Corresponding series commenced operations on April 13, 1998.
Prior to May 1, 1997, the JNL/Putnam Growth Portfolio was the
JNL/Phoenix Investment Counsel Growth Portfolio and the corresponding series was
sub-advised by Phoenix Investment Counsel, Inc., and the JNL/Putnam Value Equity
Portfolio was the PPM America/JNL Value Equity Portfolio and the corresponding
series was sub-advised by PPM America, Inc.
Standardized total return quotations will be current to the last day of
the calendar quarter preceding the date on which an advertisement is submitted
for publication. Both standardized total return quotations and non-standardized
total return quotations will be based on rolling calendar quarters and will
cover at least periods of one, five, and ten years, or a period covering the
time the investment portfolio has been in existence, if it has not been in
existence for one of the prescribed periods. If the corresponding series has
been in existence for longer than the investment portfolio, the non-standardized
total return quotations will show the investment performance the investment
portfolio would have achieved (reduced by the applicable charges) had it been
held in the series for the period quoted. Standardized average annual total
return is not available for periods before the investment portfolio was in
existence.
Quotations of standardized total return and non-standardized total
return are based upon historical earnings and will fluctuate. Any quotation of
performance should not be considered a guarantee of future performance. Factors
affecting the performance of a series include general market conditions,
operating expenses and investment management. An owner's withdrawal value upon
surrender of a contract may be more or less than original cost.
Jackson National may advertise the current annualized yield for a
30-day period for an investment portfolio. The annualized yield of an investment
portfolio refers to the income generated by the investment portfolio over a
specified 30-day period. Because this yield is annualized, the yield generated
by an investment portfolio during the 30-day period is assumed to be generated
each 30-day period. The yield is computed by dividing the net investment income
per accumulation unit earned during the period by the price per unit on the last
day of the period, according to the following formula:
a-b 6
YIELD = 2[(---+1) -1]
cd
Where:
a = net investment income earned during the period by
the Series attributable to shares owned by the
investment portfolio.
b = expenses for the investment portfolio accrued for
the period (net of reimbursements).
c = the average daily number of accumulation units
outstanding during the period.
d = the maximum offering price per accumulation unit on
the last day of the period.
The yield for the 30-day period ended December 31, 1998 for each of the
referenced investment portfolios is as follows:
JNL/PIMCO Total Return Bond Portfolio 3.05%
Salomon Brothers/JNL Balanced Portfolio 0.56%
Salomon Brothers/JNL Global Bond Portfolio 5.52%
Salomon Brothers/JNL High Yield Bond Portfolio 6.62%
Net investment income will be determined in accordance with rules
established by the Securities and Exchange Commission. Accrued expenses will
include all recurring fees that are charged to all contracts.
Because of the charges and deductions imposed by the Separate Account,
the yield for an investment portfolio will be lower than the yield for the
corresponding series. The yield on amounts held in the investment portfolios
normally will fluctuate over time. Therefore, the disclosed yield for any given
period is not an indication or representation of future yields or rates of
return. An investment portfolio's actual yield will be affected by the types and
quality of portfolio securities held by the series and the series operating
expenses.
Any current yield quotations of the PPM America/JNL Money Market
Portfolio, subject to Rule 482 of the Securities Act of 1933, will consist of a
seven calendar day historical yield, carried at least to the nearest hundredth
of a percent. We may advertise yield for the Portfolio based on different time
periods, but we will accompany it with a yield quotation based on a seven day
calendar period. The PPM America/JNL Money Market Portfolio's yield will be
calculated by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit at the beginning of the base period, subtracting a
hypothetical charge reflecting deductions from contracts, and dividing the net
change in account value by the value of the account at the beginning of the
period to obtain a base period return and multiplying the base period return by
(365/7). The PPM America/JNL Money Market Portfolio's effective yield is
computed similarly but includes the effect of assumed compounding on an
annualized basis of the current yield quotations of the Portfolio. The PPM
America/JNL Money Market Portfolio's yield and effective yield for the seven day
period ended December 31, 1998 were 3.28% and 3.34%, respectively.
The PPM America/JNL Money Market Portfolio's yield and effective yield
will fluctuate daily. Actual yields will depend on factors such as the type of
instruments in the series' portfolio, portfolio quality and average maturity,
changes in interest rates, and the series' expenses. Although the investment
portfolio determines its yield on the basis of a seven calendar day period, it
may use a different time period on occasion. The yield quotes may reflect the
expense limitations described in the series' Prospectus or Statement of
Additional Information. There is no assurance that the yields quoted on any
given occasion will be maintained for any period of time and there is no
guarantee that the net asset values will remain constant. It should be noted
that neither a contract owner's investment in the PPM America/JNL Money Market
Portfolio nor that Portfolio's investment in the PPM America/JNL Money Market
Series, is guaranteed or insured. Yields of other money market funds may not be
comparable if a different base or another method of calculation is used.
Additional Tax Information
NOTE: INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE
ADVICE OF A PERSONAL TAX ADVISER. JACKSON NATIONAL DOES NOT MAKE ANY GUARANTEE
REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE
CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE
TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN
SITUATIONS. MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE
OR OTHER TAX LAWS.
General
Section 72 of the Internal Revenue Code of 1986, as amended (the
"Code"), governs taxation of annuities in general. An individual owner is not
taxed on increases in the value of a contract until distribution occurs, either
in the form of a withdrawal or as annuity payments under the annuity option
elected. For a withdrawal received as a total surrender (total redemption or a
death benefit), the recipient is taxed on the portion of the payment that
exceeds the cost basis of the contract. For a payment received as a partial
withdrawal, federal tax liability is determined on a last-in, first-out basis,
meaning taxable income is withdrawn before the cost basis of the contract is
withdrawn. For contracts issued in connection with non-qualified plans, the cost
basis is generally the premiums, while for contracts issued in connection with
qualified plans there may be no cost basis. The taxable portion of a withdrawal
is taxed at ordinary income tax rates. Tax penalties may also apply.
For annuity payments, a portion of each payment in excess of an
exclusion amount is includable in taxable income. The exclusion amount for
payments based on a fixed annuity option is determined by multiplying the
payment by the ratio that the cost basis of the contract (adjusted for any
period certain or refund feature) bears to the expected return under the
contract. The exclusion amount for payments based on a variable annuity option
is determined by dividing the cost basis of the contract (adjusted for any
period certain or refund guarantee) by the number of years over which the
annuity is expected to be paid. Payments received after the investment in the
contract has been recovered (i.e. when the total of the excludable amounts
equals the investment in the contract) are fully taxable. The taxable portion is
taxed at ordinary income tax rates. For certain types of qualified plans there
may be no cost basis in the contract within the meaning of Section 72 of the
Code. Owners, annuitants and beneficiaries under the contracts should seek
competent financial advice about the tax consequences of distributions.
Jackson National is taxed as a life insurance company under the Code.
For federal income tax purposes, the Separate Account is not a separate entity
from Jackson National and its operations form a part of Jackson National.
Withholding Tax on Distributions
The Code generally requires Jackson National (or, in some cases, a plan
administrator) to withhold tax on the taxable portion of any distribution or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of qualified plans, 20% of the distribution must be
withheld, unless the payee elects to have the distribution "rolled over" to
another eligible plan in a direct transfer. This requirement is mandatory and
cannot be waived by the owner.
An "eligible rollover distribution" is the estimated taxable portion of
any amount received by a covered employee from a plan qualified under Section
401(a) or 403(a) of the Code, or from a tax sheltered annuity qualified under
Section 403(b) of the Code (other than (1) a series of substantially equal
annuity payments for the life (or life expectancy) of the employee, or joint
lives (or joint life expectancies) of the employee, and his or her designated
beneficiary, or for a specified period of ten years or more); (2) minimum
distributions required to be made under the Code; and (3) hardship withdrawals.
Failure to "rollover" the entire amount of an eligible rollover distribution
(including an amount equal to the 20% portion of the distribution that was
withheld) could have adverse tax consequences, including the imposition of a
penalty tax on premature withdrawals, described later in this section.
Withdrawals or distributions from a contract other than eligible
rollover distributions are also subject to withholding on the estimated taxable
portion of the distribution, but the owner may elect in such cases to waive the
withholding requirement. If not waived, withholding is imposed (1) for periodic
payments, at the rate that would be imposed if the payments were wages, or (2)
for other distributions, at the rate of 10%. If no withholding exemption
certificate is in effect for the payee, the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.
Generally, the amount of any payment of interest to a non-resident
alien of the United States shall be subject to withholding of a tax equal to
thirty (30%) percent of such amount or, if applicable, a lower treaty rate. A
payment may not be subject to withholding where the recipient sufficiently
establishes that such payment is effectively connected to the recipient's
conduct of a trade or business in the United States and such payment is included
in recipient's gross income.
Diversification -- Separate Account Investments
Section 817(h) of the Code imposes certain diversification standards on
the underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not adequately
diversified, in accordance with regulations prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the contract as
an annuity contract would result in imposition of federal income tax to the
owner with respect to earnings allocable to the contract prior to the receipt of
payments under the contract. The Code contains a safe harbor provision which
provides that annuity contracts such as the contracts meet the diversification
requirements if, as of the close of each calendar quarter, the underlying assets
meet the diversification standards for a regulated investment company, and no
more than 55% of the total assets consist of cash, cash items, U.S. government
securities and securities of other regulated investment companies.
The Treasury Department has issued Regulations establishing
diversification requirements for the investment portfolios underlying variable
contracts. The Regulations amplify the diversification requirements for variable
contracts set forth in the Code and provide an alternative to the safe harbor
provision described above. Under the Regulations, an investment portfolio will
be deemed adequately diversified if (1) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment; (2) no more
than 70% of the value of the total assets of the portfolio is represented by any
two investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.
Jackson National intends that each series of the JNL Series Trust will
be managed by its respective investment adviser in such a manner as to comply
with these diversification requirements.
The Treasury Department has indicated that the diversification
Regulations do not provide guidance regarding the circumstances in which
contract owner control of the investments of the Separate Account will cause the
contract owner to be treated as the owner of the assets of the Separate Account,
thereby resulting in the loss of favorable tax treatment of the contract. At
this time it cannot be determined whether additional guidance will be provided
and what standards may be contained in such guidance.
The amount of owner control which may be exercised under the contract
is different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the owner's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the owner to be considered as the owner of the assets of the Separate
Account resulting in the imposition of federal income tax to the owner with
respect to earnings allocable to the contract prior to receipt of payments under
the contract.
In the event any forthcoming guidance or ruling is considered to set
forth a new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the owner
being retroactively determined to be the owner of the assets of the Separate
Account.
Due to the uncertainty in this area, Jackson National reserves the
right to modify the contract in an attempt to maintain favorable tax treatment.
Multiple Contracts
The Code provides that multiple annuity contracts which are issued
within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences including more rapid taxation of the distributed amounts from such
multiple contracts. For purposes of this rule, contracts received in a Section
1035 exchange will be considered issued in the year of the exchange. Owners
should consult a tax adviser prior to purchasing more than one annuity contract
in any calendar year.
Contracts Owned by Other than Natural Persons
Under Section 72(u) of the Code, the investment earnings on premiums
for contracts will be taxed currently to the owner if the owner is a non-natural
person, e.g., a corporation or certain other entities. Such contracts generally
will not be treated as annuities for federal income tax purposes. However, this
treatment is not applied to contracts held by a trust or other entity as an
agent for a natural person nor to contracts held by certain qualified plans.
Purchasers should consult their own tax counsel or other tax adviser before
purchasing a contract to be owned by a non-natural person.
Tax Treatment of Assignments
An assignment or pledge of a contract may have tax consequences, and
may also be prohibited by ERISA in some circumstances. Owners should, therefore,
consult competent legal advisers should they wish to assign or pledge their
contracts.
Qualified Plans
The contracts offered by the Prospectus are designed to be suitable for
use under various types of qualified plans. Taxation of owners in each qualified
plan varies with the type of plan and terms and conditions of each specific
plan. Owners, annuitants and beneficiaries are cautioned that benefits under a
qualified plan may be subject to the terms and conditions of the plan,
regardless of the terms and conditions of the contracts issued to fund the plan.
Tax Treatment of Withdrawals
Non-Qualified Plans
- -------------------
Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate Premiums
made, any amount withdrawn not in the form of an annuity payment will be treated
as coming first from the earnings and then, only after the income portion is
exhausted, as coming from the principal. Withdrawn earnings are included in a
taxpayer's gross income. Section 72 further provides that a 10% penalty will
apply to the income portion of any distribution. The penalty is not imposed on
amounts received: (1) after the taxpayer reaches 59 1/2; (2) upon the death of
the owner; (3) if the taxpayer is totally disabled as defined in Section
72(m)(7) of the Code; (4) in a series of substantially equal periodic payments
made at least annually for the life (or life expectancy) of the taxpayer or for
the joint lives (or joint life expectancies) of the taxpayer and his
beneficiary; (5) under an immediate annuity; or (6) which are allocable to
premium payments made prior to August 14, 1982.
With respect to (4) above, if the series of substantially equal
periodic payments is modified before the later of your attaining age 59 1/2 or 5
years from the date of the first periodic payment, then the tax for the year of
the modification is increased by an amount equal to the tax which would have
been imposed (the 10% penalty tax) but for the exception, plus interest for the
tax years in which the exception was used.
Qualified Plans
- ---------------
In the case of a withdrawal under a qualified contract, a ratable
portion of the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a qualified contract. Section 72(t) of the Code imposes a 10% penalty tax
on the taxable portion of any distribution from qualified retirement plans,
including contracts issued and qualified under Code Sections 401 (Pension and
Profit Sharing plans), 403(b) (tax-sheltered annuities) and 408 and 408A (IRAs).
To the extent amounts are not included in gross income because they have been
rolled over to an IRA or to another eligible qualified plan, no tax penalty will
be imposed.
The tax penalty will not apply to the following distributions: (1) if
distribution is made on or after the date on which the owner or annuitant (as
applicable) reaches age 59 1/2; (2) distributions following the death or
disability of the owner or annuitant (as applicable) (for this purpose
"disability" is defined in Section 72(m)(7) of the Code); (3) after separation
from service, distributions that are part of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the owner or annuitant (as applicable) or the joint lives (or
joint life expectancies) of such owner or annuitant (as applicable) and his or
her designated beneficiary; (4) distributions to an owner or annuitant (as
applicable) who has separated from service after he has attained age 55; (5)
distributions made to the owner or annuitant (as applicable) to the extent such
distributions do not exceed the amount allowable as a deduction under Code
Section 213 to the owner or annuitant (as applicable) for amounts paid during
the taxable year for medical care; (6) distributions made to an alternate payee
pursuant to a qualified domestic relations order; (7) distributions from an IRA
for the purchase of medical insurance (as described in Section 213(d)(1)(D) of
the Code) for the contract owner or annuitant (as applicable) and his or her
spouse and dependents if the contract owner or annuitant (as applicable) has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the contract owner or annuitant (as applicable) has been
re-employed for at least 60 days); (8) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) to the extent
such distributions do not exceed the qualified higher education expenses (as
defined in Section 72(t)(7) of the Code) of the owner or annuitant (as
applicable) for the taxable year; and (9) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code). The exception stated in items (4) and (6) above do not apply in the
case of an IRA. The exception stated in (3) above applies to an IRA without the
requirement that there be a separation from service.
With respect to (3) above, if the series of substantially equal
periodic payments is modified before the later of your attaining age 59 1/2 or 5
years from the date of the first periodic payment, then the tax for the year of
the modification is increased by an amount equal to the tax which would have
been imposed (the 10% penalty tax) but for the exception, plus interest for the
tax years in which the exception was used.
Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction agreement (in accordance with Section 403(b)(11) of the Code)
are limited to the following: when the owner attains age 59 1/2, separates from
services, dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code), or in the case of hardship. Hardship withdrawals do not include any
earnings on salary reduction contributions. These limitations on withdrawals
apply to: (1) salary reduction contributions made after December 31, 1988; (2)
income attributable to such contributions; and (3) income attributable to
amounts held as of December 31, 1988. The limitations on withdrawals do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply. While the foregoing limitations only apply to certain contracts
issued in connection with Section 403(b) qualified plans, all owners should seek
competent tax advice regarding any withdrawals or distributions.
The taxable portion of a withdrawal or distribution from contracts
issued under certain types of plans may, under some circumstances, be "rolled
over" into another eligible plan so as to continue to defer income tax on the
taxable portion. Effective January 1, 1993, such treatment is available for an
"eligible rollover distribution" made by certain types of plans (as described
above under "Taxes -- Withholding Tax on Distributions") that is transferred
within 60 days of receipt into another eligible plan or an IRA, or an individual
retirement account described in section 408(a) of the Code. Plans making such
eligible rollover distributions are also required, with some exceptions
specified in the Code, to provide for a direct transfer of the distribution to
the transferee plan designated by the recipient.
Amounts received from IRAs may also be rolled over into other IRAs,
individual retirement accounts or certain other plans, subject to limitations
set forth in the Code.
Generally, distributions from a qualified plan must commence no later
than April 1 of the calendar year following the year in which the employee
attains the later of age 70 1/2 or the date of retirement. In the case of an
IRA, distribution must commence no later than April 1 of the calendar year
following the year in which the owner attains age 70 1/2. Required distributions
must be over a period not exceeding the life or life expectancy of the
individual or the joint lives or life expectancies of the individual and his or
her designated beneficiary. If the required minimum distributions are not made,
a 50% penalty tax is imposed as to the amount not distributed.
Types of Qualified Plans
The following are general descriptions of the types of qualified plans
with which the contracts may be used. Such descriptions are not exhaustive and
are for general information purposes only. The tax rules regarding qualified
plans are very complex and will have differing applications depending on
individual facts and circumstances. Each purchaser should obtain competent tax
advice prior to purchasing a contract issued under a qualified plan.
Contracts issued pursuant to qualified plans include special provisions
restricting contract provisions that may otherwise be available and described in
this Prospectus. Generally, contracts issued pursuant to qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from qualified plan contracts.
(a) Tax-Sheltered Annuities
Section 403(b) of the Code permits the purchase of
"tax-sheltered annuities" by public schools and certain charitable,
educational and scientific organizations described in Section 501(c)
(3) of the Code. These qualifying employers may make contributions to
the contracts for the benefit of their employees. Such contributions
are not included in the gross income of the employee until the employee
receives distributions from the contract. The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by
the Code. Furthermore, the Code sets forth additional restrictions
governing such items as transferability, distributions,
non-discrimination and withdrawals. Employee loans are not allowed
under these contracts. Any employee should obtain competent tax advice
as to the tax treatment and suitability of such an investment.
(b) Individual Retirement Annuities
Section 408(b) of the Code permits eligible individuals to
contribute to an individual retirement program known as an "Individual
Retirement Annuity" ("IRA"). Under applicable limitations, certain
amounts may be contributed to an IRA which will be deductible from the
individual's taxable income. These IRAs are subject to limitations on
eligibility, contributions, transferability and distributions. Sales of
contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational
disclosure be given to persons desiring to establish an IRA. Purchasers
of contracts to be qualified as IRAs should obtain competent tax advice
as to the tax treatment and suitability of such an investment.
(c) Pension and Profit-Sharing Plans
Sections 401(a) and 401(k) of the Code permit employers,
including self-employed individuals, to establish various types of
retirement plans for employees. These retirement plans may permit the
purchase of the contracts to provide benefits under the plan.
Contributions to the plan for the benefit of employees will not be
included in the gross income of the employee until distributed from the
plan. The tax consequences to owners may vary depending upon the
particular plan design. However, the Code places limitations on all
plans on such items as amount of allowable contributions; form, manner
and timing of distributions; vesting and non-forfeitability of
interests; nondiscrimination in eligibility and participation; and the
tax treatment of distributions, transferability of benefits,
withdrawals and surrenders. Purchasers of contracts for use with
pension or profit sharing plans should obtain competent tax advice as
to the tax treatment and suitability of such an investment.
(d) Non-Qualified Deferred Compensation Plans -- Section 457
Under Section 457 of the Code, governmental and certain other
tax-exempt employers may establish, for the benefit of their employees,
deferred compensation plans which may invest in annuity contracts. The
Code, as in the case of qualified plans, establishes limitations and
restrictions on eligibility, contributions and distributions. Under
these plans, contributions made for the benefit of the employees will
not be included in the employees' gross income until distributed from
the plan.
(e) Roth IRAs
Section 408A of the Code provides that beginning in 1998,
individuals may purchase a new type of non-deductible IRA, known as a
Roth IRA. Purchase payments for a Roth IRA are limited to a maximum of
$2,000 per year and are not deductible from taxable income. Lower
maximum limitations apply to individuals with adjusted gross incomes
between $95,000 and $110,000 in the case of single taxpayers, between
$150,000 and $160,000 in the case of married taxpayers filing joint
returns, and between $0 and $10,000 in the case of married taxpayers
filing separately. An overall $2,000 annual limitation continues to
apply to all of a taxpayer's IRA contributions, including Roth IRAs and
non-Roth IRAs.
Qualified distributions from Roth IRAs are free from federal
income tax. A qualified distribution requires that the individual has
held the Roth IRA for at least five years and, in addition, that the
distribution is made either after the individual reaches age 59 1/2, on
the individual's death or disability, or as a qualified first-time home
purchase, subject to a $10,000 lifetime maximum, for the individual, a
spouse, child, grandchild, or ancestor. Any distribution which is not a
qualified distribution is taxable to the extent of earnings in the
distribution. Distributions are treated as made from contributions
first and therefore no distributions are taxable until distributions
exceed the amount of contributions to the Roth IRA. The 10% penalty tax
and the regular IRA exceptions to the 10% penalty tax apply to taxable
distributions from a Roth IRA.
Amounts may be rolled over from one Roth IRA to another Roth
IRA. Furthermore, An individual may make a rollover contribution from a
non-Roth IRA to a Roth IRA, unless the individual has adjusted gross
income over $100,000 or the individual is a married taxpayer filing a
separate return. The individual must pay tax on any portion of the IRA
being rolled over that represents income or a previously deductible IRA
contribution. However, for rollovers in 1998, the individual may pay
that tax ratably over the four taxable year periods beginning with the
tax year 1998. There are no similar limitations on rollovers from a
Roth IRA to another Roth IRA.
Income Payments; Net Investment Factor
See "Income Payments (The Income Phase)" in the Prospectus.
The net investment factor is an index applied to measure the net
investment performance of an investment portfolio from one valuation date to the
next. Since the net investment factor may be greater or less than or equal to
one, and the factor that offsets the investment rate assumed is slightly less
than one, the value of an annuity unit (which changes with the product of that
factor) and the net investment may increase, decrease or remain the same.
<PAGE>
The net investment factor for any investment portfolio for any
valuation period is determined by dividing (a) by (b) and then subtracting (c)
from the result where:
(a) is the net result of:
(1) the net asset value of a series share held in the
investment portfolio determined as of the valuation
date at the end of the valuation period, plus
(2) the per share amount of any dividend or other
distribution declared by the series if the
"ex-dividend" date occurs during the valuation
period, plus or minus
(3) a per share credit or charge with respect to any
taxes paid or reserved for by Jackson National during
the valuation period which are determined by Jackson
National to be attributable to the operation of the
investment portfolio (no federal income taxes are
applicable under present law );
(b) is the net asset value of the series share held in the
investment portfolio determined as of the valuation date at
the end of the preceding valuation period; and
(c) is the asset charge factor determined by Jackson National for
the valuation period to reflect the charges for assuming the
mortality and expense risks and the administration charge.
<PAGE>
Jackson National Separate Account - III
[GRAPHIC}
Financial Statements
December 31, 1998
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To Jackson National Life Insurance Company and
Contract Owners of Jackson National Separate Account - III
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets present fairly, in all material respects, the financial
position of each of the twenty-two portfolios comprising Jackson National
Separate Account - III at December 31, 1998, the results of each of their
operations and the changes in each of their net assets for each of the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of Jackson National Life Insurance
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
February 17, 1999
<PAGE>
Jackson National Separate Account - III
Statement of Assets and Liabilities
December 31, 1998
<TABLE>
<CAPTION>
Portfolios
----------------------------------------------------------------------------
JNL/JPM JNL/PIMCO
JNL JNL International Total
Aggressive Global JNL/Alliance & Emerging Return
Growth Equities Growth Markets Bond
------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ................. $1,923,432 $1,634,490 $ 994,700 $ 57,140 $2,473,180
Due from Jackson National Life
Insurance Company ............................. 21,970 -- -- -- --
Receivable for investments sold ............... 78 67 41 2 102
---------- ---------- ---------- ---------- ----------
Total Assets .................................. 1,945,480 1,634,557 994,741 57,142 2,473,282
Liabilities:
Payable for investments purchased ............. 21,970 -- -- -- --
Due to Jackson National Life
Insurance Company ............................. 78 67 41 2 102
---------- ---------- ---------- ---------- ----------
Total Liabilities ............................. 22,048 67 41 2 102
---------- ---------- ---------- ---------- ----------
Net Assets .................................... $1,923,432 $1,634,490 $ 994,700 $ 57,140 $2,473,180
========== ========== ========== ========== ==========
Total Net Assets Represented by:
Number of units outstanding ................... 147,588 157,121 80,806 6,345 235,487
========== ========== ========== ========== ==========
Unit value (net assets divided by
units outstanding) ............................ $ 13.03 $ 10.40 $ 12.31 $ 9.01 $ 10.50
========== ========== ========== ========== ==========
</TABLE>
---------------------------
JNL/Putnam
JNL/Putnam Value
Growth Equity
---------- ----------
Assets:
Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ................ $2,349,668 $2,193,441
Due from Jackson National Life
Insurance Company ............................ 22,635 21,970
Receivable for investments sold .............. 96 89
---------- ----------
Total Assets ................................. 2,372,399 2,215,500
Liabilities:
Payable for investments purchased ............ 22,635 21,970
Due to Jackson National Life
Insurance Company ............................ 96 89
---------- ----------
Total Liabilities ............................ 22,731 22,059
---------- ----------
Net Assets ................................... $2,349,668 $2,193,441
========== ==========
Total Net Assets Represented by:
Number of units outstanding .................. 205,520 218,997
========== ==========
Unit value (net assets divided by
units outstanding) ........................... $ 11.43 $ 10.02
========== ==========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Goldman PPM
Sachs/JNL Lazard/JNL Lazard/JNL America/JNL Salomon
Growth & Small Cap Mid Cap Money Brothers/JNL
Income Value Value Market Balanced
---------- ----------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ................. $1,483,798 $ 330,899 $ 456,952 $2,114,282 $1,341,212
Due from Jackson National Life
Insurance Company ............................. -- -- -- -- --
Receivable for investments sold ............... 61 14 19 87 55
---------- ---------- ---------- ---------- ----------
Total Assets .................................. 1,483,859 330,913 456,971 2,114,369 1,341,267
Liabilities:
Payable for investments purchased ............. -- -- -- -- --
Due to Jackson National Life
Insurance Company ............................. 61 14 19 87 55
---------- ---------- ---------- ---------- ----------
Total Liabilities ............................. 61 14 19 87 55
---------- ---------- ---------- ---------- ----------
Net Assets .................................... $1,483,798 $ 330,899 $ 456,952 $2,114,282 $1,341,212
========== ========== ========== ========== ==========
Total Net Assets Represented by:
Number of units outstanding ................... 171,838 39,767 52,028 206,487 132,312
========== ========== ========== ========== ==========
Unit value (net assets divided by
units outstanding) ............................ $ 8.63 $ 8.32 $ 8.78 $ 10.24 $ 10.14
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
T. Rowe
Salomon Price/JNL T. Rowe
Salomon Brothers/JNL International Price/JNL
Brothers/JNL High Yield Equity Mid-Cap
Global Bond Bond Investment Growth
---------------- --------------- ----------------- --------------
<S> <C> <C> <C> <C>
Assets:
Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ...................... $ 937,083 $2,085,565 $ 608,584 $1,335,186
Due from Jackson National Life
Insurance Company .................................. -- -- -- --
Receivable for investments sold .................... 39 86 25 55
---------- ---------- ---------- ----------
Total Assets ....................................... 937,122 2,085,651 608,609 1,335,241
Liabilities:
Payable for investments purchased .................. -- -- -- --
Due to Jackson National Life
Insurance Company .................................. 39 86 25 55
---------- ---------- ---------- ----------
Total Liabilities .................................. 39 86 25 55
---------- ---------- ---------- ----------
Net Assets ......................................... $ 937,083 $2,085,565 $ 608,584 $1,335,186
========== ========== ========== ==========
Total Net Assets Represented by:
Number of units outstanding ........................ 94,907 210,063 61,410 129,491
========== ========== ========== ==========
Unit value (net assets divided by
units outstanding) ................................. $ 9.87 $ 9.93 $ 9.91 $ 10.31
========== ========== ========== ==========
</TABLE>
<PAGE>
Jackson National Separate Account - III
Statement of Assets and Liabilities (continued)
December 31, 1998
<TABLE>
<CAPTION>
Portfolios
-------------------------------------------------------------------------------------
JNL/S&P JNL/S&P
JNL/S&P JNL/S&P JNL/S&P Very JNL/S&P Equity
Conservative Moderate Aggressive Aggressive Equity Aggressive
Growth II Growth II Growth II Growth II Growth II Growth II
------------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ............ $1,701,711 $2,854,872 $ 266,977 $ 154,667 $ 600,387 $ 223,940
Due from Jackson National Life
Insurance Company ........................ -- -- -- -- -- --
Receivable for investments sold .......... 70 117 11 6 25 9
---------- ---------- ---------- ---------- ---------- ----------
Total Assets ............................. 1,701,781 2,854,989 266,988 154,673 600,412 223,949
Liabilities:
Payable for investments purchased ........ -- -- -- -- -- --
Due to Jackson National Life
Insurance Company ........................ 70 117 11 6 25 9
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities ........................ 70 117 11 6 25 9
---------- ---------- ---------- ---------- ---------- ----------
Net Assets ............................... $1,701,711 $2,854,872 $ 266,977 $ 154,667 $ 600,387 $ 223,940
========== ========== ========== ========== ========== ==========
Total Net Assets Represented by:
Number of units outstanding .............. 180,307 282,366 26,852 14,476 60,447 21,850
========== ========== ========== ========== ========== ==========
Unit value (net assets divided by
units outstanding) ....................... $ 9.44 $ 10.11 $ 9.94 $ 10.68 $ 9.93 $ 10.25
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Jackson National Separate Account - III
Statement of Operations
For the period from April 13, 1998 (commencement of operations)
to December 31, 1998
<TABLE>
<CAPTION>
Portfolios
-----------------------------------------------------------------------------
JNL/JPM JNL/PIMCO
JNL JNL International Total
Aggressive Global JNL/Alliance & Emerging Return
Growth(1) Equities(1) Growth(3) Markets(1) Bond(2)
------------- --------------- -------------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Net realized gain (loss) from sales
of investments:
Proceeds from sales .............................. $ 298,706 $ 178,378 $ 122,211 $ 24,214 $ 297,945
Cost of investments sold ......................... 290,780 183,638 121,620 26,235 293,595
--------- --------- --------- --------- ---------
Net realized gain (loss) from sales
of investments ................................... 7,926 (5,260) 591 (2,021) 4,350
Change in net unrealized gain on
investments:
Unrealized gain beginning of period .............. -- -- -- -- --
Unrealized gain end of period .................... 326,358 106,114 160,905 4,148 35,572
--------- --------- --------- --------- ---------
Change in net unrealized gain on
investments ................................... 326,358 106,114 160,905 4,148 35,572
--------- --------- --------- --------- ---------
Net gain (loss) on investments ................... 334,284 100,854 161,496 2,127 39,922
Expenses:
Administrative charge ............................ 794 650 424 26 1,195
Mortality and expense charge ..................... 7,147 5,852 3,814 239 10,752
--------- --------- --------- --------- ---------
Total expenses ................................... $ 7,941 $ 6,502 $ 4,238 $ 265 $ 11,947
--------- --------- --------- --------- ---------
Increase (decrease) in net assets
resulting from operations ........................ $ 326,343 $ 94,352 $ 157,258 $ 1,862 $ 27,975
========= ========= ========= ========= =========
</TABLE>
----------------------------
JNL/Putnam
JNL/Putnam Value
Growth(3) Equity(3)
------------- -------------
Net realized gain (loss) from sales
of investments:
Proceeds from sales .......................... $ 269,172 $ 310,591
Cost of investments sold ..................... 281,941 324,149
--------- ---------
Net realized gain (loss) from sales
of investments ............................... (12,769) (13,558)
Change in net unrealized gain on
investments:
Unrealized gain beginning of period .......... -- --
Unrealized gain end of period ................ 309,584 158,513
--------- ---------
Change in net unrealized gain on
investments ............................... 309,584 158,513
--------- ---------
Net gain (loss) on investments ............... 296,815 144,955
Expenses:
Administrative charge ........................ 826 1,040
Mortality and expense charge ................. 7,432 9,359
--------- ---------
Total expenses ............................... $ 8,258 $ 10,399
--------- ---------
Increase (decrease) in net assets
resulting from operations .................... $ 288,557 $ 134,556
========= =========
- ---------------------------------
1 Period from April 14, 1998 (commencement of operations)
2 Period from April 22, 1998 (commencement of operations)
3 Period from April 30, 1998 (commencement of operations)
See accompanying notes to financial statements.
<PAGE>
Jackson National Separate Account - III
Statement of Operations (continued)
For the period from April 13, 1998 (commencement of operations)
to December 31, 1998
<TABLE>
<CAPTION>
Portfolios
-------------------------------------------------------------------------------
Goldman PPM
Sachs/JNL Lazard/JNL Lazard/JNL America/JNL Salomon
Growth & Small Cap Mid Cap Money Brothers/JNL
Income(1) Value(4) Value(4) Market(1) Balanced(3)
--------------- -------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net realized gain (loss) from sales
of investments:
Proceeds from sales ............................. $ 166,552 $ 63,858 $ 33,569 $8,651,184 $ 91,712
Cost of investments sold ........................ 175,345 69,651 36,737 8,635,137 90,807
---------- ---------- ---------- ---------- ----------
Net realized gain (loss) from sales
of investments .................................. (8,793) (5,793) (3,168) 16,047 905
Change in net unrealized gain on
investments:
Unrealized gain beginning of period ............. -- -- -- -- --
Unrealized gain end of period ................... 8,957 11,507 30,840 34,310 56,805
---------- ---------- ---------- ---------- ----------
Change in net unrealized gain on
investments .................................. 8,957 11,507 30,840 34,310 56,805
---------- ---------- ---------- ---------- ----------
Net gain (loss) on investments .................. 164 5,714 27,672 50,357 57,710
Expenses:
Administrative charge ........................... 712 162 178 1,585 683
Mortality and expense charge .................... 6,410 1,460 1,609 14,264 6,146
---------- ---------- ---------- ---------- ----------
Total expenses .................................. $ 7,122 $ 1,622 $ 1,787 $ 15,849 $ 6,829
---------- ---------- ---------- ---------- ----------
Increase (decrease) in net assets
resulting from operations ....................... $ (6,958) $ 4,092 $ 25,885 $ 34,508 $ 50,881
========== ========== ========== ========== ==========
</TABLE>
------------------------------
Salomon
Salomon Brothers/JNL
Brothers/JNL High Yield
Global Bond(3) Bond(3)
-------------- --------------
Net realized gain (loss) from sales
of investments:
Proceeds from sales .......................... $ 140,572 $ 363,406
Cost of investments sold ..................... 143,547 367,701
--------- ---------
Net realized gain (loss) from sales
of investments ............................... (2,975) (4,295)
Change in net unrealized gain on
investments:
Unrealized gain beginning of period .......... -- --
Unrealized gain end of period ................ 7,102 20,365
--------- ---------
Change in net unrealized gain on
investments ............................... 7,102 20,365
--------- ---------
Net gain (loss) on investments ............... 4,127 16,070
Expenses:
Administrative charge ........................ 543 1,159
Mortality and expense charge ................. 4,886 10,430
--------- ---------
Total expenses ............................... $ 5,429 $ 11,589
--------- ---------
Increase (decrease) in net assets
resulting from operations .................... $ (1,302) $ 4,481
========= =========
- ---------------------------------
1 Period from April 14, 1998 (commencement of operations)
2 Period from April 16, 1998 (commencement of operations)
3 Period from April 22, 1998 (commencement of operations) 4Period from April
30, 1998 (commencement of operations)
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
T. Rowe
Price/JNL T. Rowe JNL/S&P
International Price/JNL JNL/S&P JNL/S&P JNL/S&P Very
Equity Mid-Cap Conservative Moderate Aggressive Aggressive
Investment(4) Growth(2) Growth II Growth II Growth II Growth II
-------------- ------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net realized gain (loss) from sales
of investments:
Proceeds from sales ........................ $ 54,558 $ 161,748 $ 7,609,625 $ 1,365,292 $ 261,796 $ 269,302
Cost of investments sold ................... 54,096 166,794 8,267,214 1,367,246 264,415 265,068
----------- ----------- ----------- ----------- ----------- -----------
Net realized gain (loss) from sales
of investments ............................. 462 (5,046) (657,589) (1,954) (2,619) 4,234
Change in net unrealized gain on
investments:
Unrealized gain beginning of period ........ -- -- -- -- -- --
Unrealized gain end of period .............. 45,892 171,691 70,099 195,432 11,101 18,417
----------- ----------- ----------- ----------- ----------- -----------
Change in net unrealized gain on
investments ............................. 45,892 171,691 70,099 195,432 11,101 18,417
----------- ----------- ----------- ----------- ----------- -----------
Net gain (loss) on investments ............. 46,354 166,645 (587,490) 193,478 8,482 22,651
Expenses:
Administrative charge ...................... 281 600 2,699 1,729 187 156
Mortality and expense charge ............... 2,533 5,406 24,292 15,556 1,677 1,407
----------- ----------- ----------- ----------- ----------- -----------
Total expenses ............................. $ 2,814 $ 6,006 $ 26,991 $ 17,285 $ 1,864 $ 1,563
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
resulting from operations .................. $ 43,540 $ 160,639 $ (614,481) $ 176,193 $ 6,618 $ 21,088
=========== =========== =========== =========== =========== ===========
</TABLE>
-----------------------------
JNL/S&P
JNL/S&P Equity
Equity Aggressive
Growth II Growth II
------------- -------------
Net realized gain (loss) from sales
of investments:
Proceeds from sales .......................... $ 284,652 $ 236,751
Cost of investments sold ..................... 286,595 239,811
--------- ---------
Net realized gain (loss) from sales
of investments ............................... (1,943) (3,060)
Change in net unrealized gain on
investments:
Unrealized gain beginning of period .......... -- --
Unrealized gain end of period ................ 60,114 18,698
--------- ---------
Change in net unrealized gain on
investments ............................... 60,114 18,698
--------- ---------
Net gain (loss) on investments ............... 58,171 15,638
Expenses:
Administrative charge ........................ 373 187
Mortality and expense charge ................. 3,359 1,686
--------- ---------
Total expenses ............................... $ 3,732 $ 1,873
--------- ---------
Increase (decrease) in net assets
resulting from operations .................... $ 54,439 $ 13,765
========= =========
<PAGE>
Jackson National Separate Account - III
Statement of Changes in Net Assets
For the period from April 13, 1998 (commencement of operations)
to December 31, 1998
<TABLE>
<CAPTION>
Portfolios
----------------------------------------------------------------------------------------
JNL/JPM
JNL JNL International JNL/PIMCO
Aggressive Global JNL/Alliance & Emerging Total Return JNL/Putnam
Growth(1) Equities(1) Growth(4) Markets(1) Bond(3) Growth(4)
------------ ------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net realized gain (loss) from sales
of investments ........................... $ 7,926 $ (5,260) $ 591 $ (2,021) $ 4,350 $ (12,769)
Change in net unrealized gain on
investments .............................. 326,358 106,114 160,905 4,148 35,572 309,584
Administrative charge .................... (794) (650) (424) (26) (1,195) (826)
Mortality and expense charge ............. (7,147) (5,852) (3,814) (239) (10,752) (7,432)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
resulting
from operations .......................... 326,343 94,352 157,258 1,862 27,975 288,557
Net deposits into Separate Account
(Note 6) ................................. 1,597,089 1,540,138 837,442 55,278 2,445,205 2,061,111
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets ................... 1,923,432 1,634,490 994,700 57,140 2,473,180 2,349,668
Net Assets:
Beginning of period ...................... -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
End of period ............................ $ 1,923,432 $ 1,634,490 $ 994,700 $ 57,140 $ 2,473,180 $ 2,349,668
=========== =========== =========== =========== =========== ===========
</TABLE>
- -------------------------------------
1 Period from April 14, 1998 (commencement of operations)
2 Period from April 16, 1998 (commencement of operations)
3 Period from April 22, 1998 (commencement of operations) 4Period from April
30, 1998 (commencement of operations)
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Goldman PPM
JNL/Putnam Sachs/JNL Lazard/JNL Lazard/JNL America/JNL Salomon
Value Growth & Small Cap Mid Cap Money Brothers/JNL
Equity(4) Income(1) Value(4) Value(4) Market(1) Balanced(3)
-------------- -------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net realized gain (loss) from sales
of investments ........................... $ (13,558) $ (8,793) $ (5,793) $ (3,168) $ 16,047 $ 905
Change in net unrealized gain on
investments .............................. 158,513 8,957 11,507 30,840 34,310 56,805
Administrative charge .................... (1,040) (712) (162) (178) (1,585) (683)
Mortality and expense charge ............. (9,359) (6,410) (1,460) (1,609) (14,264) (6,146)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
resulting
from operations .......................... 134,556 (6,958) 4,092 25,885 34,508 50,881
Net deposits into Separate Account
(Note 6) ................................. 2,058,885 1,490,756 326,807 431,067 2,079,774 1,290,331
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets ................... 2,193,441 1,483,798 330,899 456,952 2,114,282 1,341,212
Net Assets:
Beginning of period ...................... -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
End of period ............................ $ 2,193,441 $ 1,483,798 $ 330,899 $ 456,952 $ 2,114,282 $ 1,341,212
=========== =========== =========== =========== =========== ===========
</TABLE>
-----------------------------
Salomon
Salomon Brothers/JNL
Brothers/JNL High Yield
Global Bond(3) Bond(3)
-------------- -------------
Operations:
Net realized gain (loss) from sales
of investments ................................. $ (2,975) $ (4,295)
Change in net unrealized gain on
investments .................................... 7,102 20,365
Administrative charge .......................... (543) (1,159)
Mortality and expense charge ................... (4,886) (10,430)
----------- -----------
Increase (decrease) in net assets resulting
from operations ................................ (1,302) 4,481
Net deposits into Separate Account
(Note 6) ....................................... 938,385 2,081,084
----------- -----------
Increase in net assets ......................... 937,083 2,085,565
Net Assets:
Beginning of period ............................ -- --
----------- -----------
End of period .................................. $ 937,083 $ 2,085,565
=========== ===========
<PAGE>
Jackson National Separate Account - III
Statement of Changes in Net Assets (continued)
For the period from April 13, 1998 (commencement of operations)
to December 31, 1998
<TABLE>
<CAPTION>
Portfolios
-----------------------------------------------------------------------------------------
T. Rowe
Price/JNL T. Rowe JNL/S&P
International Price/JNL JNL/S&P JNL/S&P JNL/S&P Very
Equity Mid-Cap Conservative Moderate Aggressive Aggressive
Investment(2) Growth(1) Growth II Growth II Growth II Growth II
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net realized gain (loss) from sales
of investments ........................... $ 462 $ (5,046) $ (657,589) $ (1,954) $ (2,619) $ 4,234
Change in net unrealized gain on
investments .............................. 45,892 171,691 70,099 195,432 11,101 18,417
Administrative charge .................... (281) (600) (2,699) (1,729) (187) (156)
Mortality and expense charge ............. (2,533) (5,406) (24,292) (15,556) (1,677) (1,407)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
resulting
from operations .......................... 43,540 160,639 (614,481) 176,193 6,618 21,088
Net deposits into Separate Account
(Note 6) ................................. 565,044 1,174,547 2,316,192 2,678,679 260,359 133,579
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets ................... 608,584 1,335,186 1,701,711 2,854,872 266,977 154,667
Net Assets:
Beginning of period ...................... -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
End of period ............................ $ 608,584 $ 1,335,186 $ 1,701,711 $ 2,854,872 $ 266,977 $ 154,667
=========== =========== =========== =========== =========== ===========
</TABLE>
- --------------------------------------
1 Period from April 16, 1998 (commencement of operations)
2 Period from April 30, 1998 (commencement of operations)
See accompanying notes to financial statements.
<PAGE>
----------------------------
JNL/S&P
JNL/S&P Equity
Equity Aggressive
Growth II Growth II
------------- -------------
Operations:
Net realized gain (loss) from sales
of investments ................................... $ (1,943) $ (3,060)
Change in net unrealized gain on
investments ...................................... 60,114 18,698
Administrative charge ............................ (373) (187)
Mortality and expense charge ..................... (3,359) (1,686)
Increase (decrease) in net assets resulting
from operations .................................. 54,439 13,765
Net deposits into Separate Account
(Note 6) ......................................... 545,948 210,175
Increase in net assets ........................... 600,387 223,940
Net Assets:
Beginning of period .............................. -- --
End of period .................................... $ 600,387 $ 223,940
<PAGE>
Jackson National Separate Account - III
Schedule of Investments
December 31, 1998
<TABLE>
<CAPTION>
Number Market
JNL Series Trust of Shares Cost Value
- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C>
JNL Aggressive Growth............................................. 87,112 $ 1,597,074 $ 1,923,432
JNL Global Equities............................................... 73,925 1,528,376 1,634,490
JNL/Alliance Growth............................................... 74,902 833,795 994,700
JNL/JPM International & Emerging Markets.......................... 5,819 52,992 57,140
JNL/PIMCO Total Return Bond....................................... 243,423 2,437,608 2,473,180
JNL/Putnam Growth................................................. 102,695 2,040,084 2,349,668
JNL/Putnam Value Equity........................................... 120,254 2,034,928 2,193,441
Goldman Sachs/JNL Growth & Income................................. 164,866 1,474,841 1,483,798
Lazard/JNL Small Cap Value........................................ 38,034 319,392 330,899
Lazard/JNL Mid Cap Value.......................................... 49,615 426,112 456,952
PPM America/JNL Money Market...................................... 2,114,282 2,079,972 2,114,282
Salomon Brothers/JNL Balanced..................................... 129,211 1,284,407 1,341,212
Salomon Brothers/JNL Global Bond.................................. 87,824 929,981 937,083
Salomon Brothers/JNL High Yield Bond.............................. 217,473 2,065,200 2,085,565
T. Rowe Price/JNL International Equity Investment................. 44,683 562,692 608,584
T. Rowe Price/JNL Mid-Cap Growth.................................. 65,354 1,163,495 1,335,186
JNL/S&P Conservative Growth II.................................... 178,376 1,631,612 1,701,711
JNL/S&P Moderate Growth II........................................ 279,342 2,659,440 2,854,872
JNL/S&P Aggressive Growth II...................................... 26,565 255,876 266,977
JNL/S&P Very Aggressive Growth II................................. 14,321 136,250 154,667
JNL/S&P Equity Growth II.......................................... 59,799 540,273 600,387
JNL/S&P Equity Aggressive Growth II............................... 21,616 205,242 223,940
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements
Note 1 - Organization
Jackson National Life Insurance Company ("JNL") established Jackson
National Separate Account - III (the "Separate Account") on October 23,
1997. The Separate Account commenced operations on April 13, 1998, and
is registered under the Investment Company Act of 1940 as a unit
investment trust. The Separate Account receives and invests net
premiums for individual flexible premium variable annuity contracts
issued by JNL. The contracts can be purchased on a non-tax qualified
basis or in connection with certain plans qualifying for favorable
federal income tax treatment. The Separate Account currently contains
twenty-two Portfolios, each of which invests in the following series of
the JNL Series Trust:
JNL Aggressive Growth Series
JNL Global Equities Series
JNL/Alliance Growth Series
JNL/JPM International & Emerging Markets Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond
Series Salomon Brothers/JNL High Yield Bond
Series T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
Jackson National Financial Services, LLC, a wholly-owned subsidiary of
JNL, serves as investment adviser for all the series of the JNL Series
Trust.
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 2 - Significant Accounting Policies
The following is a summary of significant accounting policies followed
by the Separate Account in the preparation of its financial statements.
The policies are in conformity with generally accepted accounting
principles.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Investments
-----------
The Separate Account's investments in the corresponding series
of the JNL Series Trust are stated at the net asset values of
the respective series. The average cost method is used in
determining the cost of the shares sold on withdrawals by the
Separate Account. Investments in JNL Series Trust are recorded
on trade date. The Separate Account does not record dividend
income as the series follow the accounting practice known as
consent dividending, whereby all of its net investment income
and realized gains are treated as being distributed to the
Separate Account and are immediately reinvested in the series.
Federal Income Taxes
--------------------
The operations of the Separate Account are included in the
federal income tax return of JNL, which is taxed as a "life
insurance company" under the provisions of the Internal
Revenue Code. Under current law, no federal income taxes are
payable with respect to the Separate Account. Therefore, no
federal income tax has been provided.
Note 3 - Policy Charges
Charges are deducted from the Separate Account to compensate JNL for
providing the insurance benefits set forth in the contracts,
administering the contracts, distributing the contracts, and assuming
certain risks in connection with the contract.
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 3 - Policy Charges (continued)
Contract Maintenance Charge
---------------------------
An annual contract maintenance charge of $50 is charged
against each contract to reimburse JNL for expenses incurred
in establishing and maintaining records relating to the
contract. The contract maintenance charge is assessed on each
anniversary of the contract date that occurs on or prior to
the annuity date. The charge is deducted by redeeming units.
For the period ended December 31, 1998, $138 in contract
maintenance charges were assessed.
Transfer Fee Charge
-------------------
A transfer fee of $25 will apply to transfers made by
policyholders between the Portfolios and between the
Portfolios and the general account in excess of 15 transfers
in a contract year. JNL may waive the transfer fee in
connection with pre-authorized automatic transfer programs, or
in those states where a lesser fee is required.
This fee will be deducted from contract values which remain in
the portfolio(s) from which the transfers were made. If such
remaining contract value is insufficient to pay the transfer
fee, then the fee will be deducted from transferred contract
values. For the period ended December 31, 1998, no transfer
fees were assessed.
Insurance Charges
-----------------
JNL deducts a daily charge from the assets of the Separate
Account equivalent to an annual rate of 1.35% for the
assumption of mortality and expense risks. The mortality risk
assumed by JNL is that the insured may receive benefits
greater than those anticipated by JNL. The expense risk
assumed by JNL is that the costs of administering the
contracts of the Separate Account will exceed the amount
received from the Administration Charge and the Contract
Maintenance Charge.
JNL deducts a daily charge for administrative expenses from
the net assets of the Separate Account equivalent to an annual
rate of 0.15%. The administration charge is designed to
reimburse JNL for administrative expenses related to the
Separate Account and the issuance and maintenance of
contracts.
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 4 - Purchases and Sales of Investments
For the period ended December 31, 1998, purchases and proceeds from
sales of investments in the JNL Series Trust are as follows:
<TABLE>
<CAPTION>
Proceeds
JNL Series Trust Purchases from Sales
---------------- ---------------- ----------------
<S> <C> <C>
JNL Aggressive Growth.................................................. $ 1,887,854 $ 298,706
JNL Global Equities.................................................... 1,712,014 178,378
JNL/Alliance Growth.................................................... 955,415 122,211
JNL/JPM International & Emerging Markets............................... 79,227 24,214
JNL/PIMCO Total Return Bond............................................ 2,731,203 297,945
JNL/Putnam Growth...................................................... 2,322,025 269,172
JNL/Putnam Value Equity................................................ 2,359,077 310,591
Goldman Sachs/JNL Growth & Income...................................... 1,650,186 166,552
Lazard/JNL Small Cap Value............................................. 389,043 63,858
Lazard/JNL Mid Cap Value............................................... 462,849 33,569
PPM America/JNL Money Market........................................... 10,715,109 8,651,184
Salomon Brothers/JNL Balanced.......................................... 1,375,214 91,712
Salomon Brothers/JNL Global Bond....................................... 1,073,528 140,572
Salomon Brothers/JNL High Yield Bond................................... 2,432,901 363,406
T. Rowe Price/JNL International Equity Investment...................... 616,788 54,558
T. Rowe Price/JNL Mid-Cap Growth....................................... 1,330,289 161,748
JNL/S&P Conservative Growth II......................................... 9,898,826 7,609,625
JNL/S&P Moderate Growth II............................................. 4,026,686 1,365,292
JNL/S&P Aggressive Growth II........................................... 520,291 261,796
JNL/S&P Very Aggressive Growth II...................................... 401,318 269,302
JNL/S&P Equity Growth II............................................... 826,868 284,652
JNL/S&P Equity Aggressive Growth II.................................... 445,053 236,751
</TABLE>
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 5 - Accumulation of Unit Activity
The following is a reconciliation of unit activity for the period ended
December 31, 1998:
<TABLE>
<CAPTION>
Units Units
Outstanding Units Units Outstanding
Portfolio: at 4/13/98* Issued Redeemed at 12/31/98
- ---------- ----------- ------ -------- -----------
<S> <C> <C> <C> <C>
JNL Aggressive Growth...................... - 173,958 (26,370) 147,588
JNL Global Equities........................ - 174,310 (17,189) 157,121
JNL/Alliance Growth........................ - 91,947 (11,141) 80,806
JNL/JPM International & Emerging Markets... - 9,348 (3,003) 6,345
JNL/PIMCO Total Return Bond................ - 263,371 (27,884) 235,487
JNL/Putnam Growth.......................... - 232,942 (27,422) 205,520
JNL/Putnam Value Equity.................... - 252,192 (33,195) 218,997
Goldman Sachs/JNL Growth & Income.......... - 190,969 (19,131) 171,838
Lazard/JNL Small Cap Value................. - 47,964 (8,197) 39,767
Lazard/JNL Mid Cap Value................... - 55,924 (3,896) 52,028
PPM America/JNL Money Market............... - 1,055,954 (849,467) 206,487
Salomon Brothers/JNL Balanced.............. - 140,938 (8,626) 132,312
Salomon Brothers/JNL Global Bond........... - 108,874 (13,967) 94,907
Salomon Brothers/JNL High Yield Bond....... - 246,032 (35,969) 210,063
T. Rowe Price/JNL International Equity
Investment................................. - 66,813 (5,403) 61,410
T. Rowe Price/JNL Mid-Cap Growth........... - 146,878 (17,387) 129,491
JNL/S&P Conservative Growth II............. - 1,050,964 (870,657) 180,307
JNL/S&P Moderate Growth II................. - 418,915 (136,549) 282,366
JNL/S&P Aggressive Growth II............... - 53,601 (26,749) 26,852
JNL/S&P Very Aggressive Growth II.......... - 41,281 (26,805) 14,476
JNL/S&P Equity Growth II................... - 89,773 (29,326) 60,447
JNL/S&P Equity Aggressive Growth II........ - 45,930 (24,080) 21,850
</TABLE>
- --------------------------------------------
*Commencement of operations of Jackson National Separate Account - III.
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 6 - Reconciliation of Gross and Net Deposits into the Separate Account
Deposits into the Separate Account purchase shares of the JNL Series
Trust. Net deposits represent the amounts available for investment in
such shares after the deduction of applicable policy charges. The
following is a summary of net deposits made for the period ended
December 31, 1998:
<TABLE>
<CAPTION>
Portfolios
------------------------------------------------------------------------------------------
JNL/JPM JNL/PIMCO
JNL JNL International Total
Aggressive Global JNL/Alliance & Emerging Return JNL/Putnam
Growth Equities Growth Markets Bond Growth
-------------- -------------- -------------- -------------- -------------- ------------
Period from Period from Period from Period from Period from Period from
April 14, April 14, April 30, April 14, April 22, April 30,
1998* to 1998* to 1998* to 1998* to 1998* to 1998* to
December 31, December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998 1998
-------------- -------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Proceeds from units issued ............... $ 1,437,801 $ 1,476,998 $ 710,470 $ 52,112 $ 2,448,775 $ 1,762,252
Value of units redeemed .................. (2,002) (10,653) (2,545) (121) (37,296) (25,088)
Transfers between portfolios and between
portfolios and general account ........... 161,290 73,800 129,518 3,287 33,726 323,961
----------- ----------- ----------- ----------- ----------- -----------
Total gross deposits net of
transfers to general account ............. 1,597,089 1,540,145 837,443 55,278 2,445,205 2,061,125
Deductions:
Policyholder charges ..................... -- 7 1 -- -- 14
----------- ----------- ----------- ----------- ----------- -----------
Net deposits from policyholders .......... $ 1,597,089 $ 1,540,138 $ 837,442 $ 55,278 $ 2,445,205 $ 2,061,111
=========== =========== =========== =========== =========== ===========
- -------------------------------------
*Commencement of operations.
<PAGE>
----------------------------------------------------------------------------------------
Goldman PPM
JNL/Putnam Sachs/JNL Lazard/JNL Lazard/JNL America/JNL Salomon
Value Growth & Small Cap Mid Cap Money Brothers/JNL
Equity Income Value Value Market Balanced
------------- -------------- -------------- -------------- ------------ ------------
Period from Period from Period from Period from Period from Period from
April 30, April 14, April 30, April 30, April 14, April 22,
1998* to 1998* to 1998* to 1998* to 1998* to 1998* to
December 31, December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998 1998
------------- -------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Proceeds from units issued ............... $ 1,983,473 $ 1,366,017 $ 279,583 $ 339,935 $ 2,857,237 $ 1,162,018
Value of units redeemed .................. (57,226) (23,949) (1,803) (3,008) (3,591,814) (30,228)
Transfers between portfolios and between
portfolios and general account ........... 132,651 148,689 49,027 94,141 2,814,451 158,541
----------- ----------- ----------- ----------- ----------- -----------
Total gross deposits net of
transfers to general account ............. 2,058,898 1,490,757 326,807 431,068 2,079,874 1,290,331
Deductions:
Policyholder charges ..................... 13 1 -- 1 100 --
----------- ----------- ----------- ----------- ----------- -----------
Net deposits from policyholders .......... $ 2,058,885 $ 1,490,756 $ 326,807 $ 431,067 $ 2,079,774 $ 1,290,331
=========== =========== =========== =========== =========== ===========
</TABLE>
------------------------------
Salomon Salomon
Brothers/JNL Brothers/JNL
Global High Yield
Bond Bond
-------------- --------------
Period from Period from
April 22, April 22,
1998* to 1998* to
December 31, December 31,
1998 1998
-------------- --------------
Proceeds from units issued ................... $ 943,933 $ 2,077,954
Value of units redeemed ...................... (27,587) (46,833)
Transfers between portfolios and between
portfolios and general account ............... 22,040 49,963
----------- -----------
Total gross deposits net of
transfers to general account ................. 938,386 2,081,084
Deductions:
Policyholder charges ......................... 1 --
----------- -----------
Net deposits from policyholders .............. $ 938,385 $ 2,081,084
=========== ===========
<PAGE>
Jackson National Separate Account - III
Notes to Financial Statements (continued)
Note 6 - Reconciliation of Gross and Net Deposits into the Separate Account
(continued)
<TABLE>
<CAPTION>
Portfolios
----------------------------------------------------------------------------------------
T. Rowe
Price/JNL T. Rowe JNL/S&P
International Price/JNL JNL/S&P JNL/S&P JNL/S&P Very
Equity Mid-Cap Conservative Moderate Aggressive Aggressive
Investment Growth Growth II Growth II Growth II Growth II
------------- -------------- -------------- -------------- -------------- -----------
Period from Period from Period from Period from Period from Period from
April 30, April 16, April 13, April 13, April 13, April 13,
1998* to 1998* to 1998* to 1998* to 1998* to 1998* to
December 31, December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998 1998
------------- -------------- -------------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Proceeds from units issued ............... $ 549,870 $ 1,105,762 $ 1,658,371 $ 2,650,860 $ 267,519 $ 134,621
Value of units redeemed .................. (15,165) (12,933) (136,170) (51,104) (4,641) (3,866)
Transfers between portfolios and between
portfolios and general account ........... 30,339 81,718 793,991 78,923 (2,519) 2,824
----------- ----------- ----------- ----------- ----------- -----------
Total gross deposits net of
transfers to general account ............. 565,044 1,174,547 2,316,192 2,678,679 260,359 133,579
Deductions:
Policyholder charges ..................... -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net deposits from policyholders .......... $ 565,044 $ 1,174,547 $ 2,316,192 $ 2,678,679 $ 260,359 $ 133,579
=========== =========== =========== =========== =========== ===========
</TABLE>
- -------------------------------------
*Commencement of operations
<PAGE>
---------------------------
JNL/S&P
JNL/S&P Equity
Equity Aggressive
Growth II Growth II
------------ -------------
Period from Period from
April 13, April 13,
1998* to 1998* to
December 31, December 31,
1998 1998
------------ -------------
Proceeds from units issued ....................... $ 539,408 $ 206,119
Value of units redeemed .......................... (18,206) (3,946)
Transfers between portfolios and between
portfolios and general account ................... 24,746 8,002
--------- ---------
Total gross deposits net of
transfers to general account ..................... 545,948 210,175
Deductions:
Policyholder charges ............................. -- --
--------- ---------
Net deposits from policyholders .................. $ 545,948 $ 210,175
========= =========
<PAGE>
Jackson National Life Insurance Company
and Subsidiaries
[GRAPHIC]
Consolidated Financial Statements
December 31, 1998
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Stockholder of
Jackson National Life Insurance Company
In our opinion, the accompanying consolidated balance sheets and the related
consolidated income statements and consolidated statements of stockholder's
equity and of cash flows present fairly, in all material respects, the financial
position of Jackson National Life Insurance Company and its subsidiaries (the
"Company") at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
February 5, 1999
<PAGE>
Jackson National Life Insurance Company and Subsidiaries
Consoldiated Financial Statements
Consolidated Balance Sheet
(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
------------------ -----------------
Assets 1998 1997
- ------ ------------------ -----------------
<S> <C> <C>
Investments:
Cash and short-term investments $ 2,487,418 $ 3,133,163
Investments available for sale, at market value:
Fixed maturities (amortized cost: 1998, $26,615,730; 1997, 27,304,968 26,604,978
$25,622,420)
Equities (cost: 1998, $247,307; 1997, $157,916) 319,831 252,963
Mortgage loans, net of allowance 2,465,807 1,597,223
Policy loans 652,628 624,192
Other invested assets 415,493 171,220
------------------ -----------------
Total investments 33,646,145 32,383,739
Accrued investment income 427,297 386,412
Deferred acquisition costs 1,311,314 1,140,034
Variable annuity assets 1,951,659 1,122,239
Reinsurance recoverable 256,189 226,219
Value of acquired insurance in force 154,402 169,245
Other assets 91,750 80,197
================== =================
Total assets $ 37,838,756 $ 35,508,085
================== =================
Liabilities and Stockholder's Equity
Liabilities
Policy reserves and liabilities:
Reserves for future policy benefits $ 650,305 $ 635,428
Deposits on investment contracts 25,135,640 25,152,074
Guaranteed investment contracts 4,566,859 2,769,249
Other policyholder funds 12,262 15,674
Claims payable 168,278 159,022
Reverse repurchase and dollar roll repurchase agreements 922,121 1,426,473
Variable annuity liabilities 1,951,659 1,122,239
Surplus note payable 249,176 249,168
Liability for guaranty fund assessments 66,846 81,776
Income taxes currently payable to Parent 178,236 143,295
Deferred income taxes 23,122 43,086
Securities lending payable 425,000 607,000
Other liabilities 607,250 488,452
------------------ -----------------
Total liabilities 34,956,754 32,892,936
------------------ -----------------
Stockholder's Equity
Capital stock, $1.15 par value; authorized 50,000 shares;
outstanding 12,000 shares 13,800 13,800
Additional paid-in capital 1,360,982 832,982
Net unrealized gain on investments,
net of tax of $175,147 in 1998 and $237,212 in 1997 325,273 440,537
Retained earnings 1,181,947 1,327,830
------------------ -----------------
Total stockholder's equity 2,882,002 2,615,149
================== =================
Total liabilities and stockholder's equity $ 37,838,756 $ 35,508,085
================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
Consolidated Income Statement
(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
----------------- ----------------- ------------------
Revenues
<S> <C> <C> <C>
Premiums and other considerations $ 263,686 $ 275,851 $ 292,448
Net investment income 2,478,277 2,333,509 1,997,032
Net realized investment gains 69,446 80,335 18,573
Fee income:
Mortality charges 136,040 136,285 123,245
Surrender charges 76,878 66,638 64,933
Expense charges 19,217 20,175 20,641
Variable annuity fees 21,411 10,202 1,948
Net asset management fees 7,044 5,219 946
Net retained commissions 396 443 325
----------------- ----------------- ------------------
Total fee income 260,986 238,962 212,038
Other income 32,974 31,251 28,741
----------------- ----------------- ------------------
Total revenues 3,105,369 2,959,908 2,548,832
----------------- ----------------- ------------------
Benefits and Expenses
Death benefits 274,219 279,014 282,973
Interest credited on deposit liabilities 1,664,133 1,586,249 1,449,852
Interest expense on surplus notes and reverse
repurchase agreements 121,035 107,738 -
Increase (decrease) in reserves, net of
reinsurance recoverables (20,712) (23,292) 3,568
Other policyholder benefits 10,534 16,170 14,446
Commissions 208,177 274,906 232,901
General and administrative expenses 169,274 169,473 146,800
Taxes, licenses and fees 14,152 21,852 23,535
Deferral of policy acquisition costs (251,166) (320,246) (262,351)
Amortization of acquisition costs:
Attributable to operations 194,045 191,425 167,727
Attributable to net realized investment gains 24,096 24,687 7,335
Amortization of insurance in force 14,843 14,039 13,279
----------------- ----------------- ------------------
Total benefits and expenses 2,422,630 2,342,015 2,080,065
----------------- ----------------- ------------------
Pretax income 682,739 617,893 468,767
Income tax expense 239,000 216,300 164,100
----------------- ----------------- ------------------
Net income $ 443,739 $ 401,593 $ 304,667
================= ================= ==================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
Consolidated Statement of Stockholder's Equity
(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
------------------- ------------------- -------------------
<S> <C> <C> <C>
Common stock, beginning and end of year $ 13,800 $ 13,800 $ 13,800
------------------- ------------------- -------------------
Additional paid-in capital
Beginning of year 832,982 648,982 603,982
Capital contributions 528,000 184,000 45,000
------------------- ------------------- -------------------
End of year 1,360,982 832,982 648,982
------------------- ------------------- -------------------
Accumulated other comprehensive income
Beginning of year 440,537 180,432 389,883
Net unrealized gain (loss) on investments,
net of tax of $(62,065) in 1998, $140,057 in
1997, and $(112,782) in 1996 (115,264) 260,105 (209,451)
------------------- ------------------- -------------------
End of year 325,273 440,537 180,432
------------------- ------------------- -------------------
Retained earnings
Beginning of year 1,327,830 1,170,737 885,570
Net income 443,739 401,593 304,667
Dividends paid to stockholder (589,622) (244,500) (19,500)
------------------- ------------------- -------------------
End of year 1,181,947 1,327,830 1,170,737
------------------- ------------------- -------------------
Total stockholder's equity $ 2,882,002 $ 2,615,149 $ 2,013,951
=================== =================== ===================
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
------------------- ------------------- ------------------
<S> <C> <C> <C>
Comprehensive Income
Net income $ 443,739 $ 401,593 $ 304,667
Net unrealized gain (loss) on investments,
net of tax of $(62,065) in 1998, $140,057 in
1997, and $(112,782) in 1996 (115,264) 260,105 (209,451)
=================== =================== ==================
Comprehensive income $ 328,475 $ 661,698 $ 95,216
=================== =================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
Consolidated Statement of Cash Flows
(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---------------- ---------------- -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 443,739 $ 401,593 $ 304,667
Adjustments to reconcile net income to net cash
provided by operating activities:
Net realized investment gains (69,446) (80,335) (18,573)
Interest credited on deposit liabilities 1,664,133 1,586,249 1,449,852
Other charges (253,546) (233,300) (210,767)
Amortization of discount and premium on
investments (104,586) (18,437) (55,808)
Change in:
Deferred income taxes 42,100 34,500 44,600
Accrued investment income (40,885) (48,313) (11,077)
Deferred acquisition costs (33,025) (104,134) (87,289)
Value of acquired insurance in force 14,843 14,039 13,279
Income taxes currently payable to Parent 34,941 2,931 38,317
Other assets and liabilities, net (98,924) 659,413 (92,839)
---------------- ---------------- -----------------
Net cash provided by operating activities 1,599,344 2,214,206 1,374,362
---------------- ---------------- -----------------
Cash flows from investing activities:
Sales of:
Fixed maturities and equities available for sale 6,923,936 9,078,616 3,281,105
Mortgage loans 127,201 47,282 16,360
Principal repayments, maturities, calls and redemptions:
Available for sale 1,020,281 960,844 1,052,506
Held to maturity - - 465,862
Purchases of:
Fixed maturities and equities available for sale (8,847,509) (11,588,708) (5,716,350)
Fixed maturities held to maturity - - (557,749)
Mortgage loans (1,008,131) (801,008) (685,938)
Other investing activities (769,833) 1,332,795 -
---------------- ---------------- -----------------
Net cash used by investing activities (2,554,055) (970,179) (2,144,204)
---------------- ---------------- -----------------
Cash flows from financing activities:
Policyholders account balances:
Deposits 5,185,920 5,244,103 4,179,286
Withdrawals (4,306,150) (3,599,724) (2,540,112)
Net transfers to separate accounts (509,182) (604,152) (322,674)
Surplus note payable - 249,163 -
Payment of cash dividends to Parent (589,622) (244,500) (19,500)
Capital contribution from Parent 528,000 184,000 45,000
---------------- ---------------- -----------------
Net cash provided by financing activities 308,966 1,228,890 1,342,000
---------------- ---------------- -----------------
Net increase (decrease) in cash and short-term
investments (645,745) 2,472,917 572,158
Cash and short-term investments, beginning of period 3,133,163 660,246 88,088
================ ================ =================
Cash and short-term investments, end of period $ 2,487,418 $ 3,133,163 $ 660,246
================ ================ =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------
1. Nature of Operations
Jackson National Life Insurance Company (the "Company" or "JNL") is wholly
owned by Brooke Life Insurance Company ("Brooke Life" or the "Parent")
which is ultimately a wholly owned subsidiary of Prudential Corporation,
plc ("Prudential"), London, England. JNL is licensed to sell individual
annuity products, including immediate and deferred annuities, variable
annuities, guaranteed investment contracts ("GICs"), and individual life
insurance products in 49 states and the District of Columbia.
The accompanying consolidated financial statements include JNL and its
wholly owned subsidiaries, Jackson National Life Insurance Company of New
York, an insurance company; Chrissy Corporation, an advertising agency;
Jackson National Financial Services, LLC, an investment advisor and
transfer agent; Jackson National Life Distributors, Inc., a broker dealer
and JNL Thrift Holdings, Inc., a bank holding company.
On November 10, 1998, JNL Thrift Holdings, Inc. completed its acquisition
of First Federal Savings and Loan Association of San Bernardino, a thrift
located in San Bernardino, California. Following the acquisition the thrift
was renamed Jackson Federal Savings Bank ("Jackson Federal"). The purchase
price amounted to $6.5 million. Additional capital contributions of $4.2
million were made by the Company. Jackson Federal had total assets of
$110.0 million and deposits of $105.8 million at the date of the
acquisition. The $3.8 million excess of the purchase price over the fair
value of assets acquired was allocated to goodwill and core deposits. The
core deposits will be amortized over 7 years and goodwill will be amortized
over 15 years. The acquisition was accounted for by the purchase method and
the results of Jackson Federal are included in the consolidated income
statement from the date of acquisition.
During the second quarter of 1997, the Company sold Jackson National
Compania De Seguros De Vida S.A, a life insurance company of which JNL
owned 90% of the common stock.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles ("GAAP"). All
significant intercompany accounts and transactions have been eliminated in
consolidation. Certain prior year amounts have been reclassified to conform
with the current year presentation.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results may differ from those estimates.
Changes in Accounting Principles
Effective January 1, 1998, JNL adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130
establishes standards for reporting and presentation of comprehensive
income and its components in the financial statements. Comprehensive income
includes all changes in shareholder's equity (except those arising from
transactions with owners/shareholders) and, in the Company's case, includes
net income and net unrealized gains/(losses) on securities. SFAS 130
requires additional disclosures in the financial statements, but it has no
impact on the Company's financial position or net income. Realized
investment gains on securities held as of the beginning of the year
totaling $128.3 million, $98.1 million and $57.9 million in 1998, 1997 and
1996, respectively, had unrealized appreciation of $107.4 million, $45.8
million and $76.5 million at December 31, 1997, 1996 and 1995,
respectively. Prior year financial statements have been reclassified to
conform with the current year presentation.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Investments
Cash and short-term investments which primarily include cash, commercial
paper, and money market instruments are carried at cost, which approximates
fair value. These investments have maturities of three months or less and
are considered cash equivalents for reporting cash flows.
Fixed maturities consist of debt securities and commercial loans. Debt
securities include bonds, notes, redeemable preferred stocks,
mortgage-backed securities and structured securities. All debt securities
are considered available for sale and are carried at aggregate market
value. Debt securities are reduced to estimated net realizable value for
declines in market value considered to be other than temporary. Commercial
loans include certain term and revolving notes as well as certain
receivables arising from asset based lending activities. Commercial loans
are carried at outstanding principal balances, less an allowance for loan
losses.
Equity securities which include common stocks and non-redeemable preferred
stocks are carried at market value.
Mortgage loans are carried at the unpaid principal balances, net of
unamortized discounts and premiums and an allowance for loan losses. The
allowance for loan losses is maintained at a level considered adequate to
absorb losses inherent in the mortgage loan portfolio.
Policy loans are carried at the unpaid principal balances.
Real estate is carried at the lower of depreciated cost or fair value.
Limited partnership investments are accounted for using the equity method.
Realized gains and losses on the sale of investments are recognized in
income at the date of sale and are determined using the specific cost
identification method. Acquisition premiums and discounts on investments
are amortized to investment income using call or maturity dates. The
changes in unrealized gains or losses on investments classified as
available for sale, net of tax and the effect of the deferred acquisition
costs adjustment, are excluded from net income and included as a component
of comprehensive income in stockholder's equity.
Derivative Financial Instruments
The Company enters into financial derivative transactions, including swaps,
put-swaptions, futures and options to reduce and manage business risks.
These transactions manage the risk of a change in the value, yield, price,
cash flows, or quantity of, or a degree of exposure with respect to assets,
liabilities, or future cash flows, which the Company has acquired or
incurred. Hedge accounting practices are supported by cash flow matching,
duration matching and scenario testing.
Interest rate swap agreements generally involve the exchange of fixed and
floating payments over the life of the agreement without an exchange of the
underlying principal amount. Interest rate swap agreements outstanding at
December 31, 1998 and 1997 hedge available for sale securities and are
carried at fair value with the change in value reflected in comprehensive
income and stockholder's equity. Amounts paid or received on interest rate
swap agreements are included in investment income. Accrued amounts payable
to or receivable from counterparties are included in other liabilities or
other assets. Realized gains and losses from the settlement or termination
of the interest rate swaps are deferred and amortized over the life of the
specific hedged assets as an adjustment to the yield.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Index swap agreements generally involve the exchange of payments based on a
short-term interest rate index for payments based on the total return of a
bond or equity index over the life of the agreement without an exchange of
the underlying principal amount. Index swap agreements outstanding at
December 31, 1998 and 1997 hedge the anticipated purchase of investment
grade available for sale bonds and are carried at fair value. Fair value
and amounts paid or received on the swaps are deferred and will adjust the
basis of bonds acquired upon expiration of the swaps.
Put-swaptions purchased provide the Company with the right, but not the
obligation, to require the writers to pay the Company the present value of
a long duration interest rate swap at future exercise dates. These
put-swaptions are entered into as a hedge against significant upward
movements in interest rates. Premiums paid for put-swaption contracts are
included in other invested assets and are being amortized to investment
income over the remaining terms of the contracts with maturities of up to
10 years. Put-swaptions, designated as a hedge of available for sale
securities, are carried at fair value with the change in value reflected in
comprehensive income and stockholder's equity.
Equity index futures contracts and equity index call options are used in
conjunction with equity index-linked immediate and deferred annuities
offered by the Company. These transactions are accounted for as hedges of
the associated annuity liabilities. The variation margin on futures
contracts is deferred and, upon closing of the contracts, adjusts the basis
of option contracts purchased. The cost of options acquired is amortized
into net investment income over the option term. The fair value of option
contracts is deferred until recognition of the associated index-linked
annuity liability.
Derivative financial instruments are primarily held for hedging purposes.
High yield bond index swaps and equity index swaps were held for investment
purposes in 1998, 1997 and 1996. Emerging market bond index swaps and
equity index futures were held for investment purposes in 1998.
The Company manages the potential credit exposure for over-the-counter
derivative contracts through careful evaluation of the counterparty credit
standing, collateral agreements, and master netting agreements. The Company
is exposed to credit-related losses in the event of nonperformance by
counterparties, however, it does not anticipate nonperformance.
Deferred Acquisition Costs
Certain costs of acquiring new business, principally commissions and
certain costs associated with policy issue and underwriting which vary with
and are primarily related to the production of new business, have been
capitalized as deferred acquisition costs. Deferred acquisition costs are
increased by interest thereon and amortized in proportion to anticipated
premium revenues for traditional life policies and in proportion to
estimated gross profits for annuities and interest-sensitive life products.
As certain fixed maturities and equity securities available for sale are
carried at aggregate market value, an adjustment is made to deferred
acquisition costs equal to the change in amortization that would have
occurred if such securities had been sold at their stated aggregate market
value and the proceeds reinvested at current yields. The change in this
adjustment is included with the change in market value of fixed maturities
and equity securities available for sale, net of tax, that is credited or
charged directly to stockholder's equity and is a component of
comprehensive income. Deferred acquisition costs have been decreased by
$245.3 million and $383.6 million at December 31, 1998 and 1997,
respectively, to reflect this change.
Value of Acquired Insurance in-Force
The value of acquired insurance in-force at acquisition date represents the
present value of anticipated profits of the business in-force on November
25, 1986 (the date the Company was acquired by Prudential) net of
amortization. The value of acquired insurance in-force is amortized in
proportion to anticipated premium revenues for traditional life insurance
contracts and estimated gross profits for annuities and interest-sensitive
life products over a period of 20 years.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Federal Income Taxes
The Company provides deferred income taxes on the temporary differences
between the tax and financial statement basis of assets and liabilities.
JNL files a consolidated federal income tax return with Brooke Life and
Jackson National Life Insurance Company of New York. In years prior to
1998, JNL filed a consolidated federal income tax return with Brooke Life
only. The non-life insurance company subsidiaries file separate federal
income tax returns. Income tax expense is calculated on a separate company
basis.
Policy Reserves and Liabilities
Reserves for future policy benefits:
For traditional life insurance contracts, reserves for future policy
benefits are determined using the net level premium method and assumptions
as of the issue date as to mortality, interest, policy lapsation and
expenses plus provisions for adverse deviations. Mortality assumptions
range from 59% to 90% of the 1975-1980 Basic Select and Ultimate tables
depending on underwriting classification and policy duration. Interest rate
assumptions range from 6.0% to 9.5%. Lapse and expense assumptions are
based on Company experience.
Deposits on investment contracts:
For the Company's interest-sensitive life contracts, reserves approximate
the policyholder's accumulation account. For deferred annuity, variable
annuity, guaranteed investment contracts and other investment contracts,
the reserve is the policyholder's account value. The reserve for equity
index-linked annuities is based upon the 3% guaranteed contract value;
obligations in excess of this amount are hedged through the use of futures
contracts and call options.
Variable Annuity Assets and Liabilities
The assets and liabilities resulting from individual variable annuity
contracts which aggregated $1,908.1 million and $1,082.7 million at
December 31, 1998 and 1997, respectively, are segregated in separate
accounts. The Company receives administrative fees for managing the funds
and other fees for assuming mortality and certain expense risks. Such fees
are recorded as earned and included in variable annuity fees and net asset
management fees in the consolidated income statement.
In April 1997, the Company issued a group variable annuity contract
designed for use in connection with and issued to the Company's Defined
Contribution Retirement Plan. These deposits are allocated to the Jackson
National Separate Account - II and aggregated $43.6 million and $39.5
million at December 31, 1998 and 1997, respectively. The Company receives
administrative fees for managing the funds and these fees are recorded as
earned and included in net asset management fees in the consolidated income
statement.
Revenue and Expense Recognition
Premiums for traditional life insurance are reported as revenues when due.
Benefits, claims and expenses are associated with earned revenues in order
to recognize profit over the lives of the contracts. This association is
accomplished by provisions for future policy benefits and the deferral and
amortization of acquisition costs.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Deposits on interest-sensitive life products and investment contracts,
principally deferred annuities and guaranteed investment contracts, are
treated as policyholder deposits and excluded from revenue. Revenues
consist primarily of the investment income and charges assessed against the
policyholder's account value for mortality charges, surrenders and
administrative expenses. Fee income also includes revenues related to asset
management fees and net retained commissions. Surrender benefits are
treated as repayments of the policyholder account. Annuity benefit payments
are treated as reductions to the policyholder account. Death benefits in
excess of the policyholder account are recognized as an expense when
incurred. Expenses consist primarily of the interest credited to
policyholder deposits. Underwriting expenses are associated with gross
profit in order to recognize profit over the life of the business. This is
accomplished by deferral and amortization of acquisition costs.
3. Fair Value of Financial Instruments
The following summarizes the basis used by the Company in estimating its
fair value disclosures for financial instruments:
Cash and Short-Term Investments:
Carrying value is considered to be a reasonable estimate of fair value.
Fixed Maturities:
Fair values for debt securities are based principally on quoted market
prices, if available. For securities that are not actively traded, fair
values are estimated using independent pricing services or analytically
determined values.
For commercial loans, carrying value approximates fair value.
Equity Securities:
Fair values for common and non-redeemable preferred stock are based
principally on quoted market prices, if available. For securities that are
not actively traded, fair values are estimated using independent pricing
services or analytically determined values.
Mortgage Loans:
Fair values are determined by discounting the future cash flows to the
present at current market rates. The fair value of mortgages approximated
$2,682.7 million and $1,655.6 million at December 31, 1998 and 1997,
respectively.
Policy Loans:
Fair value approximates carrying value since policy loan balances reduce
the amount payable at death or surrender of the contract.
Derivatives:
Fair values are based on quoted market prices, estimates received from
financial institutions, or valuation pricing models.
Variable Annuity Assets:
Variable annuity assets are carried at the market value of the underlying
securities.
Annuity Reserves:
Fair values for immediate annuities, without mortality features, are
derived by discounting the future estimated cash flows using current
interest rates with similar maturities. For deferred annuities, fair value
is based on account value less surrender charges. The carrying value and
fair value of such annuities approximated $20.0 billion and $19.1 billion,
respectively, at December 31, 1998, and $21.2 billion and $20.1 billion,
respectively, at December 31, 1997.
<PAGE>
3. Fair Value of Financial Instruments (continued)
Reserves for Guaranteed Investment Contracts:
Fair value is based on the present value of future cash flows at current
pricing rates. The fair value approximated $4.6 billion, at December 31,
1998, and $2.8 billion at December 31, 1997.
Variable Annuity Liabilities:
Fair value of contracts in the accumulation phase is based on account value
less surrender charges. Fair values of contracts in the payout phase are
based on the present value of future cash flows at assumed investment
rates. The fair value approximated $1,861.7 million and $1,056.8 million at
December 31, 1998 and 1997, respectively.
Indebtedness:
Fair value is based on the present value of future cash flows at current
interest rates. The fair value of surplus notes approximated $288.9 million
and $276.2 million at December 31, 1998 and 1997, respectively. The
carrying value of reverse repurchase and dollar roll repurchase agreements
approximates fair value.
4. Investments
Investments are comprised primarily of fixed-income securities, primarily
publicly-traded industrial, mortgage-backed, utility and government bonds,
and mortgage and commercial loans. The Company generates the majority of
its deposits from interest-sensitive individual annuity contracts, life
insurance products, and guaranteed investments contracts on which it has
committed to pay a declared rate of interest. The Company's strategy of
investing in fixed-income securities and loans aims to ensure matching of
the asset yield with the interest-sensitive liabilities and to earn a
stable return on its investments.
Fixed Maturities
The following table sets forth fixed maturity investments at December 31,
1998, classified by rating categories as assigned by nationally recognized
statistical rating organizations, the National Association of Insurance
Commissioners ("NAIC"), or if not rated by such organizations, the
Company's investment advisor. At December 31, 1998, investments rated by
the Company's investment advisor totaled $1.1 billion. For purposes of the
table, if not otherwise rated higher by a nationally recognized statistical
rating organization, NAIC Class 1 investments are included in the A rating;
Class 2 in BBB; Class 3 in BB and Classes 4 through 6 in B and below.
Percent of Total
Investment Rating Assets
----------------- ---------------------
AAA 20.7%
AA 2.1
A 21.0
BBB 21.5
---------------------
Investment grade 65.3
---------------------
BB 4.5
B and below 2.4
---------------------
Below investment grade 6.9
---------------------
Total fixed maturities 72.2
---------------------
Other assets 27.8
=====================
Total assets 100.0%
=====================
<PAGE>
4. Investments (continued)
The amortized cost and estimated market value of fixed maturities are as
follows (in thousands):
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1998 Cost Gains Losses Value
- ----------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities ....................... $ 11,372 $ 276 $ 19 $ 11,629
U.S. Government agencies
and foreign governments ................... 210,907 19,512 4,188 226,231
Public utilities ............................... 512,375 25,274 23 537,626
Corporate securities
and commercial loans ...................... 13,929,370 671,454 220,363 14,380,461
Mortgage-backed securities ..................... 11,951,706 265,076 67,761 12,149,021
----------- ----------- ----------- -----------
Total ..................................... $26,615,730 $ 981,592 $ 292,354 $27,304,968
----------- =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1997 Cost Gains Losses Value
- ----------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities ....................... $ 510,107 $ 9,040 $ 935 $ 518,212
U.S. Government agencies
and foreign governments .................... 216,167 15,292 1,890 229,569
Public utilities ............................... 744,464 26,370 3,462 767,372
Corporate securities
and commercial loans ..................... 11,617,384 629,123 28,971 12,217,536
Mortgage-backed securities ..................... 12,534,298 356,238 18,247 12,872,289
----------- ----------- ----------- -----------
Total ..................................... $25,622,420 $ 1,036,063 $ 53,505 $26,604,978
=========== =========== =========== ===========
</TABLE>
Gross unrealized gains pertaining to equity securities at December 31, 1998
and 1997 were $94.3 million and $102.7 million, respectively. Gross
unrealized losses at December 31, 1998 and 1997 were $21.8 million and $7.7
million, respectively.
The amortized cost and estimated market value of fixed maturities at
December 31, 1998, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without early
redemption penalties.
Fixed maturities (in thousands):
Amortized Estimated
Cost Market Value
----------- ------------
Due in 1 year or less ........................ $ 389,300 $ 405,724
Due after 1 year through 5 years ............. 2,942,542 2,965,561
Due after 5 years through 10 years ........... 5,664,540 5,758,903
Due after 10 years through 20 years .......... 2,104,894 2,274,803
Due after 20 years ........................... 3,562,748 3,750,956
Mortgage-backed securities ................... 11,951,706 12,149,021
=========== ===========
Total ................................... $26,615,730 $27,304,968
=========== ===========
<PAGE>
4. Investments (continued)
Discounts and premiums on collateralized mortgage obligations are amortized
over the estimated redemption period using the effective interest method.
Yields which are used to calculate premium/discount amortization are
adjusted periodically to reflect actual payments to date and anticipated
future payments.
Fixed maturities with a carrying value of $6.7 million and $6.6 million
were on deposit with regulatory authorities at December 31, 1998 and 1997,
respectively, as required by law in various states in which the insurance
operations conduct business.
Mortgage Loans
Mortgage loans, net of allowance for loan losses, are as follows (in
thousands):
December 31,
1998 1997
---------- ----------
Single Family ........................ $ 87 $ 1,596
Commercial ........................... 2,465,720 1,595,627
========== ==========
Total ........................... $2,465,807 $1,597,223
========== ==========
At December 31, 1998, mortgage loans were collateralized by properties
located in 36 states and Canada. Approximately 17% of the aggregate
carrying value of the portfolio is secured by properties located in Texas.
Other Invested Assets
Other invested assets consist primarily of investments in limited
partnerships which invest in securities. Limited partnership income
recognized by the Company was $10.2 million, $38.9 million and $3.3 million
in 1998, 1997 and 1996, respectively. At December 31, 1998, the Company has
unfunded commitments related to its investments in limited partnerships
totaling $270.6 million.
Derivatives
The fair value of derivatives reflects the estimated amounts that the
Company would receive or pay upon termination of the contracts, net of
payment accruals, at the reporting date. With respect to swaps and
put-swaptions, the notional amount represents the stated principal balance
used as a basis for calculating payments. With respect to futures and
options, the contractual amount represents the market exposure of
outstanding positions.
A summary of the aggregate contractual or notional amounts, estimated fair
values and gain/(loss) for derivative financial instruments outstanding is
as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1998 1997
----------------------------------------- ------------------------------------------
Contractual/ Contractual/
Notional Fair Gain/ Notional Fair Gain/
Amount Value (Loss) Amount Value (Loss)
----------- ------------ ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate swaps $ 3,300,000 $ (57,337) $ (57,337) $ 3,138,000 $ (9,257) $ (9,257)
Index swaps ....... 650,000 -- 3,630 1,000,000 -- 11,196
Put-swaptions ..... 34,500,000 2,987 (16,013) 37,000,000 3,531 (16,273)
Futures ........... 48,844 -- 3,020 32,435 -- 282
Call options ...... 811,691 298,851 169,020 385,797 114,161 42,415
</TABLE>
<PAGE>
4. Investments (continued)
In 1998, the Company recorded a loss of $20.2 million in investment income
related to derivative instruments. Income on derivatives of $35.8 million
and $24.3 million was recorded in 1997 and 1996, respectively. Included in
these amounts was a loss of $6.1 million in 1998, and income of $36.3
million, and $12.6 million, in 1997 and 1996, respectively, related to
investment activity. During 1998, the Company also incurred a realized loss
of $10.1 million on the termination of emerging market bond index swaps.
The average notional amount of swaps outstanding was $4.3 billion and $3.3
billion in 1998 and 1997, respectively. Included in the average outstanding
amount were high yield and emerging market bond index swaps and equity
index swaps of $231.1 million and $461.7 million in 1998 and 1997,
respectively. The average outstanding contractual amount of equity futures
held for investment purposes was $57.6 million during 1998.
Securities Lending
The Company has entered into a securities lending agreement with an agent
bank whereby blocks of securities are loaned to third parties, primarily
major brokerage firms. As of December 31, 1998 and 1997, the estimated fair
value of loaned securities was $440.2 million and $674.4 million,
respectively. The agreement requires a minimum of 102 percent of the fair
value of the loaned securities as collateral, calculated on a daily basis.
To further minimize the credit risks related to this program, the financial
condition of counterparties is monitored on a regular basis. Cash
collateral received in the amount of $425.0 million and $607.0 million at
December 31, 1998 and 1997, respectively, was invested in a pooled fund
managed by the agent bank and included in short-term investments of the
Company. A related payable recognized for cash collateral received is
included in liabilities.
5. Investment Income and Realized Gains and Losses
The sources of net investment income by major category are as follows (in
thousands):
Years ended December 31,
1998 1997 1996
----------- ----------- -----------
Fixed maturities ............. $ 2,160,543 $ 2,003,256 $ 1,872,820
Other investment income ...... 360,846 359,948 140,717
----------- ----------- -----------
Total investment income .... 2,521,389 2,363,204 2,013,537
Less investment expenses ..... (43,112) (29,695) (16,505)
----------- ----------- -----------
Net investment income ...... $ 2,478,277 $ 2,333,509 $ 1,997,032
=========== =========== ===========
Net realized investment gains and losses are as follows (in thousands):
Years ended December 31,
1998 1997 1996
----------- ----------- -----------
Sales of fixed maturities
Gross gains ..................... $ 120,325 $ 121,916 $ 78,099
Gross losses .................... (29,121) (46,009) (36,624)
Sales of equity securities
Gross gains ..................... 25,682 50,643 20,886
Gross losses .................... (100) (783) (5,329)
Impairment losses ................. (31,532) (39,415) (29,500)
Other invested assets, net ........ (15,808) (6,017) (8,959)
--------- --------- ---------
Total ........................... $ 69,446 $ 80,335 $ 18,573
========= ========= =========
<PAGE>
6. Value of Acquired Insurance in-Force
The value of acquired insurance in-force was determined by using
assumptions as to interest, persistency and mortality. Profits were then
discounted to arrive at the value of the insurance in-force.
The amortization of acquired insurance in-force was as follows (in
thousands):
Years ended December 31,
1998 1997
--------- ----------
Balance, beginning of year ................. $ 169,245 $ 183,284
Amortization, net of interest .............. (14,843) (14,039)
--------- ---------
Balance, end of year ....................... $ 154,402 $ 169,245
========= =========
The value of acquired insurance in-force estimated amortization is as
follows (in thousands):
1999 $ 16,000
2000 17,000
2001 18,000
2002 19,000
Thereafter 84,402
-----------------
Total $
154,402
=================
7. Indebtedness
Surplus Notes
On March 15, 1997, the Company issued 8.15% Notes (the "Notes") in the
principal amount of $250 million due March 15, 2027. The Notes were issued
pursuant to Rule 144A under the Securities Act of 1933 and are unsecured
and subordinated to all present and future indebtedness, policy claims and
other creditor claims.
Under Michigan State Insurance law, the Notes are not part of the legal
liabilities of the Company and are considered capital and surplus for
statutory reporting purposes. Payments of interest or principal may only be
made with the prior approval of the Commissioner of Insurance of the State
of Michigan and only out of surplus earnings which the Commissioner
determines to be available for such payments under Michigan State Insurance
law. The Notes may not be redeemed at the option of the Company or any
holder prior to maturity.
Interest is payable semi-annually on March 15 and September 15 of each
year. Interest expense on the Notes was $20.8 million and $16.3 million in
1998 and 1997, respectively.
Reverse Repurchase and Dollar Roll Repurchase Agreements
During 1998 and 1997, the Company entered into reverse repurchase and
dollar roll repurchase agreements whereby the Company agreed to sell and
repurchase securities. These activities have been accounted for as
financing transactions, with the assets and associated liabilities included
in the consolidated balance sheet. Short-term borrowings under such
agreements averaged $1.8 billion during 1998 and 1997, at weighted average
interest rates of 5.49% and 5.39%, respectively. Interest expense on such
agreements was $100.2 million and $91.4 million in 1998 and 1997,
respectively. The highest level of short-term borrowings at any month end
was $2.4 billion in 1998 and $3.8 billion in 1997.
<PAGE>
8. Reinsurance
The Company assumes and cedes reinsurance from and to other insurance
companies in order to limit losses from large exposures; however, if the
reinsurer is unable to meet its obligations, the originating issuer of the
coverage retains the liability. The maximum amount of life insurance risk
retained by the Company on any one life is generally $1.5 million. Amounts
not retained are ceded to other companies on a yearly renewable-term or a
coinsurance basis.
The effect of reinsurance on premiums is as follows (in thousands):
Years ended December 31,
1998 1997 1996
--------- --------- ----------
Direct premiums ................ $ 356,368 $ 352,256 $ 358,533
Assumed premiums ............... 5,162 5,354 10,961
Less reinsurance ceded ......... (97,844) (81,759) (77,046)
========= ========= =========
Total net premiums ........... $ 263,686 $ 275,851 $ 292,448
========= ========= =========
Components of the reinsurance recoverable asset are as follows (in
thousands):
December 31,
1998 1997
-------- --------
Ceded reserves ........................... $237,971 $202,385
Ceded claims liability ................... 9,132 11,369
Ceded - other ............................ 9,086 12,465
======== ========
Total .................................. $256,189 $226,219
======== ========
Reserves reinsured through Brooke Life were $79.1 million and $83.4 million
at December 31, 1998 and 1997, respectively.
9. Federal Income Taxes
The components of the provision for federal income taxes are as follows (in
thousands):
Years ended December 31,
1998 1997 1996
-------- -------- --------
Current tax expense ..................... $196,900 $181,800 $119,500
Deferred tax expense .................... 42,100 34,500 44,600
-------- -------- --------
Provision for federal income taxes ...... $239,000 $216,300 $164,100
======== ======== ========
The federal income tax provisions differ from the amounts determined by
multiplying pretax income by the statutory federal income tax rate of 35%
for 1998, 1997 and 1996 as follows (in thousands):
Years ended December 31,
1998 1997 1996
-------- -------- --------
Income taxes at statutory rate .......... $238,959 $216,263 $164,069
Other ................................... 41 37 31
-------- -------- --------
Provision for federal income taxes ...... $239,000 $216,300 $164,100
======== ======== ========
Effective tax rate ...................... 35.0% 35.0% 35.0%
======== ======== ========
<PAGE>
9. Federal Income Taxes (continued)
Federal income taxes paid were $161.9 million, $178.9 million and $81.2
million, in 1998, 1997 and 1996, respectively.
The tax effects of significant temporary differences that give rise to
deferred tax assets and liabilities are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1998 1997
--------- ---------
<S> <C> <C>
Gross deferred tax asset
Policy reserves and other insurance items .................. $ 611,094 $ 615,877
Difference between financial reporting and the tax basis of:
Assets acquired ....................................... 14,035 9,309
Insolvency fund assessments ........................... 28,553 30,020
Other, net ............................................ 10,288 29,959
--------- ---------
Total deferred tax asset ................................... 663,970 685,165
--------- ---------
Gross deferred tax liability
Deferred acquisition costs ................................. (334,851) (278,049)
Difference between financial reporting and the tax basis of
value of the insurance in-force ......................... (54,041) (59,236)
Difference between financial reporting and the tax basis of
other assets ............................................ (1,696) (3,555)
Net unrealized gains on available for sale securities ...... (261,013) (371,466)
Other, net ................................................. (35,491) (15,945)
--------- ---------
Total deferred tax liability ............................... (687,092) (728,251)
--------- ---------
Net deferred tax liability ................................. $ (23,122) $ (43,086)
========= =========
</TABLE>
10. Contingencies
The Company and its subsidiaries are involved in litigation arising in the
ordinary course of business, including litigation relating to allegations
of improper sales practices. It is the opinion of management that the
ultimate disposition of such litigation will not have a material adverse
affect on the Company's financial condition or results of operations.
State guaranty funds provide payments for policyholders of insolvent life
insurance companies. These guaranty funds are financed by assessments to
solvent insurance companies based on location, volume, and types of
business. The Company estimated its reserve for future state guaranty fund
assessments based on data received from the National Organization of Life
and Health Insurance Guaranty Associations. Based on data received at the
end of 1998, the Company's reserve for future state guaranty fund
assessments was $66.8 million. The Company believes the reserve is adequate
for all anticipated payments for known insolvencies.
The Company offers synthetic GIC contracts to group customers including
pension funds and other institutional organizations. The synthetic GIC
contract is an off-balance sheet fee based product where the customer
retains ownership of the assets related to these contracts and JNL
guarantees the customer's obligation to meet withdrawal requirements. The
value of off-balance sheet guarantees were $892 million and $675 million at
December 31, 1998 and 1997, respectively.
<PAGE>
11. Stockholder's Equity
Under Michigan State Insurance Law, dividends on capital stock can only be
distributed out of earned surplus. Furthermore, without the prior approval
of the Commissioner, dividends cannot be declared or distributed which
exceed the greater of 10% of the Company's statutory surplus or statutory
net gain from operations for the prior year. On January 1, 1999 the maximum
amount of dividends that can be paid by the Company without prior approval
of the Commissioner under this limitation approximated $321.8 million.
The Company received capital contributions from its parent of $528.0
million, $184.0 million, and $45.0 million in 1998, 1997, and 1996,
respectively. Dividend payments were $589.6 million in 1998 and received
the required approval from the Michigan Insurance Bureau prior to payment.
The dividend payments were $244.5 million and $19.5 million in 1997 and
1996, respectively.
Statutory capital and surplus of the Company was $2,127.4 million and
$1,942.1 million at December 31, 1998 and 1997, respectively. Statutory net
income of the Company was $321.8 million, $237.4 million, and $272.2
million in 1998, 1997 and 1996, respectively.
12. Related Party Transactions
The Company's investment portfolio is managed by PPM America, Inc. ("PPM"),
a registered investment advisor and a wholly owned subsidiary of
Prudential. The Company paid $28.9 million, $20.1 million and $8.7 million
to PPM for investment advisory services during 1998, 1997 and 1996,
respectively.
On October 31, 1991, Brooke Life issued $200 million of 9.75% notes due
October 31, 2001 to Prudential Finance BV, a Prudential subsidiary. On
November 8, 1996, Brooke Life issued $388 million of 8.50% notes due
December 31, 2006 to Brooke Finance, Inc. ("Brooke Finance"), a wholly
owned subsidiary of Brooke Holdings, Inc., ultimately a wholly owned
subsidiary of Prudential. On December 31, 1996, Brooke Life issued $45
million of 8.51% notes due December 31, 2006 to Brooke Finance. At December
31, 1998, the aggregate amount outstanding on the Brooke Life notes was as
follows (in thousands):
Principal $ 633,000
Accrued interest 4,106
---------------------
Total $ 637,106
=====================
13. Benefit Plans
The Company has a defined contribution retirement plan covering
substantially all employees. To be eligible, an employee must have attained
the age of 21 and completed at least 1,000 hours of service in a 12-month
period. The Company's annual contributions, as declared by the board of
directors, are based on a percentage of eligible compensation paid to
participating employees during the year. The Company's expense related to
this plan was $3.8 million in 1998, $4.3 million in 1997, and $2.4 million
in 1996.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial statements and schedules included in Part A:
Condensed Financial Information
(2) Financial statements and schedules included in =Part B:
Jackson National Separate Account III
Report of Independent Accountants
Statement of Assets and Liabilities as of
December 31, 1998
Statement of Operations for the Year Ended
December 31, 1998
Statement of Changes in Net Assets for the
Years Ended December 31, 1998 and
December 31, 1997
Schedule of Investments at December 31, 1998
Notes to Financial Statements
Jackson National Life Insurance Company:
Report of Independent Accountants
Consolidated Balance Sheet at December 31,
1998 and 1997
Consolidated Statement of Operations for the
years ended December 31, 1998, 1997 and
1996
Consolidated Statement of Stockholder's
Equity for the years ended December 31,
1998, 1997 and 1996
Consolidated Statement of Cash flows for the
years ended December 31, 1998, 1997 and
1996
Notes to Consolidated Financial Statements
Item 24.(b) Exhibits
Exhibit
No. Description
------- -----------
1. Resolution of Depositor's Board of Directors
authorizing the establishment of the Registrant,
incorporated by reference to the Registrant's
Pre-Effective Amendment Number 1 filed via EDGAR on
March 23, 1998.
2. Not Applicable
3. General Distributor Agreement dated March 16, 1998,
incorporated by reference to the Registrant's
Pre-Effective Amendment Number 1 filed via EDGAR on
March 23, 1998.
4. Form of Perspective Advisors Fixed and Variable
Annuity Contract, incorporated by reference to
Registrant's Registration Statement filed via EDGAR
on November 26, 1997.
5. Form of Perspective Advisors Fixed and Variable
Annuity Application, incorporated by reference to the
Registrant's Pre-Effective Amendment Number 1 filed
via EDGAR on March 23, 1998.
6.a. Articles of Incorporation of Depositor, incorporated
by reference to Registrant's Registration Statement
filed via EDGAR on November 26, 1997.
b. Bylaws of Depositor, incorporated by reference to
Registrant's Registration Statement filed via EDGAR
on November 26, 1997.
7. Not Applicable
8. Not Applicable
9. Opinion and Consent of Counsel, attached hereto.
10. Consent of Independent Accountants, attached hereto.
11. Not Applicable
12. Not Applicable
13. Schedule of Computation of Performance, incorporated
by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement filed via EDGAR
on November 5, 1998.
14. Not Applicable
<PAGE>
Item 25. Directors and Officers of the Depositor
Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------
John B. Banez Vice President -
5901 Executive Drive Systems and Programming
Lansing, Michigan 48911
Barry L. Bulakites Vice President - Resource
5901 Executive Drive Development
Lansing, Michigan 48911
Charles R. Copley, Jr. Vice President - Corporate
5901 Executive Drive Communications
Lansing, Michigan 48911
Peter Davis Chairman and Director
142 Holborn Bars
London, England EC1N 2NH
Gerald W. Decius Vice President -
5901 Executive Drive Systems Model Office
Lansing, Michigan 48911
Lisa C. Drake Vice President & Actuary
5901 Executive Drive
Lansing, Michigan 48911
Jay A. Elliott Senior Vice President -
5901 Executive Drive Divisional Director
Lansing, Michigan 48911 Northeast
Joseph D. Emanuel Vice President & Associate
5901 Executive Drive General Counsel
Lansing, Michigan 48911
Robert A. Fritts Vice President &
5901 Executive Drive Controller - Financial
Lansing, Michigan 48911 Operations
William A. Gray Senior Vice President -
5901 Executive Drive Product Development &
Lansing, Michigan 48911 Special Markets
Alan C. Hahn Senior Vice President -
5901 Executive Drive Marketing
Lansing, Michigan 48911
Andrew B. Hopping Executive Vice President,
5901 Executive Drive Chief Financial Officer and
Lansing, Michigan 48911 Director
Victor Gallo Vice President -
5901 Executive Drive Group Pension
Lansing, Michigan 48911
Rhonda K. Grant Vice President - Government
5901 Executive Drive Relations
Lansing, Michigan 48911
Wyvetter A. Holcomb Vice President - Telephone
5901 Executive Drive Service Center
Lansing, Michigan 48911
Brion S. Johnson Vice President -
5901 Executive Drive Financial Operations
Lansing, Michigan 48911 and Treasurer
Timo P. Kokko Vice President - Support
5901 Executive Drive Services
Lansing, Michigan 48911
Everett W. Kunzelman Vice President - Underwriting
5901 Executive Drive
Lansing, Michigan 48911
David B. LeRoux Senior Vice President -
5901 Executive Drive Group Pension
Lansing, Michigan 48911
Lynn W. Lopes Vice President - Group
5901 Executive Drive Pension
Lansing, Michigan 48911
Clark P. Manning Chief Operating Officer
5901 Executive Drive
Lansing, Michigan 48911
Thomas J. Meyer Senior Vice President,
5901 Executive Drive General Counsel and
Lansing, Michigan 48911 Secretary
Keith R. Moore Vice President - Technology
5901 Executive Drive
Lansing, Michigan 48911
P. Chad Myers Vice President - Asset
5901 Executive Drive Liability Management
Lansing, Michigan 48911
J. George Napoles Senior Vice President and
5901 Executive Drive Chief Information Officer
Lansing, Michigan 48911
John O. Norton Vice President - Actuary
5901 Executive Drive
Lansing, Michigan 48911
Bradley J. Powell Vice President - Institutional
5901 Executive Drive Marketing Group
Lansing, Michigan 48911
James B. Quinn Vice President - Broker
5901 Executive Drive Management
Lansing, Michigan 48911
Robert P. Saltzman President, Chief Executive
5901 Executive Drive Officer and Director
Lansing, Michigan 48911
Barbra L. Snyder Senior Vice President &
5901 Executive Drive Chief Actuary
Lansing, Michigan 48911
Scott L. Stolz Senior Vice President -
5901 Executive Drive Administration
Lansing, Michigan 48911
Robert M. Tucker Vice President - Technical
5901 Executive Drive Support
Lansing, Michigan 48911
Connie J. Van Doorn Vice President -
5901 Executive Drive Variable Annuity
Lansing, Michigan 48911 Administration
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant.
State of Control/
Company Organization Ownership Principal Business
- ------- ------------ --------- ------------------
Anoka Realty Delaware 100% Jackson Realty
National Life
Insurance
Company
Brooke Delaware 100% Holding Company
Holdings, Inc. Holborn Activities
Delaware
Partnership
Brooke Delaware 100% Brooke Holding Company
Finance Holdings, Inc. Activities
Corporation
Brooke Life Michigan 100% Brooke Life Insurance
Insurance Holdings, Inc.
Company
Carolina North 96.65% Jackson Manufacturing
Steel Carolina National Life Company
Insurance
Company
Cherrydale Delaware 96.4% Jackson Candy
Farms, Inc. National Life
Insurance
Company
Cherrydale Delaware 72.5% Jackson Holding Company
Holdings, Inc. National Life Activities
Insurance
Company
Chrissy Delaware 100% Jackson Advertising Agency
Corporation National Life
Insurance
Company
Holborn Delaware 80% Prudential Holding Company
Delaware One Limited, Activities
Partnership 10% Prudential
Two Limited,
10% Prudential
Three Limited
First Federal California 100% Jackson Marketing
Service Federal Agency
Corporation Savings Bank
IPM Products Delaware 93% Jackson Auto Parts
Group National Life
Insurance Company
Jackson USA 100% JNL Savings & Loan
Federal Thrift
Savings Bank Holdings, Inc.
Jackson Michigan 100% Jackson Investment Adviser,
National National Life and Transfer Agent
Financial Insurance
Services, LLC Company
Jackson Delaware 100% Jackson Advertising/
National National Life Marketing
Life Insurance Corporation and
Distributors, Company Broker/Dealer
Inc.
Jackson New York 100% Life Insurance
National Jackson
Life Insurance National Life
Company of Insurance
New York Company
JNL Series Massachusetts Common Law Investment Company
Trust Trust with
contractual
association
with Jackson
National Life
Insurance
Company of New
York
JNL Thrift Michigan 100% Jackson Holding Company
Holdings, Inc. National Life
Insurance
Company
JNL Variable Delaware 100% Jackson Investment Company
Fund LLC National
Separate
Account - I
JNL Variable Delaware 100% Jackson Investment Company
Fund III LLC National
Separate
Account III
JNL Variable Delaware 100% Jackson Investment Company
Fund V LLC National
Separate
Account V
JNLNY Variable Delaware 100% JNLNY Investment Company
Fund I LLC Separate
Account I
JNLNY Variable Delaware 100% JNLNY Investment Company
Fund II LLC Separate
Account II
LePages, Delaware 100% Jackson Adhesives
Inc. National Life
Insurance
Company
LePages Delaware 100% Jackson Adhesives
Management National Life
Co., LLC Insurance
Company
National Delaware 100% National Broker/Dealer
Planning Planning and Investment
Corporation Holdings, Inc. Adviser
National Delaware 100% Brooke Holding Company
Planning Holdings, Inc. Activities
Holdings, Inc.
PPM Special 80% Jackson
Investment National Life
Fund Insurance Company
Prudential United 100% Holding Company
Corporation Kingdom Prudential
Holdings Corporation
Limited PLC
Prudential United Publicly Financial
Corporation Kingdom Traded Institution
PLC
Prudential England and 100% Holding
One Limited Wales Prudential Company
Corporation Activities
Holdings
Limited
Prudential England and 100% Holding
Two Limited Wales Prudential Company
Corporation Activities
Holdings
Limited
Prudential England and 100% Holding
Three Limited Wales Prudential Company
Corporation Activities
Holdings
Limited
SII Wisconsin 100% Broker/Dealer
Investments, National
Inc. Planning
Holdings, Inc.
Item 27. Number of Contract Owners as of April 19, 1999.
Non-Qualified 434
Qualified 195
Item 28. Indemnification
Provision is made in the Company's Amended By-Laws for indemnification
by the Company of any person who was or is a party or is threatened to be made a
party to a civil, criminal, administrative or investigative action by reason of
the fact that such person is or was a director, officer or employee of the
Company, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceedings, to the extent and under the
circumstances permitted by the General Corporation Law of the State of Michigan.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 liabilities (other than the payment by the Company of expenses incurred
or paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.
Item 29. Principal Underwriter
(a) Jackson National Life Distributors, Inc. acts as general
distributor for the Jackson National Separate Account III. Jackson National Life
Distributors, Inc. also acts as general distributor for the Jackson National
Separate Account - I and the JNLNY Separate Account I.
(b) Directors and Officers of Jackson National Life Distributors, Inc.:
Name and Positions and Offices
Business Address with Underwriter
---------------- ----------------
Robert P. Saltzman Director
5901 Executive Dr.
Lansing, MI 48911
Andrew B. Hopping Director, Vice President and
5901 Executive Dr. Chief Financial Officer
Lansing, MI 48911
Michael A. Wells Director, President and
10877 Wilshire Blvd. Chief Executive Officer
Suite 1550
Los Angeles, CA 90024
Mark D. Nerud Chief Operating Officer
225 West Wacker Drive
Suite 1200
Chicago, IL 60606
Willard Barrett Senior Vice President
3500 S. Blvd., Ste. 18B
Edmond, OK 73013
Jay A. Elliott Senior Vice President
10710 Midlothian Turnpike
Suite 301
Richmond, VA 23235
Douglas K. Kinder Senior Vice President
1018 W. St. Maartens Dr.
St. Joseph, MO 64506
Scott W. Richardson Senior Vice President
900 Circle 75 Parkway
Suite 1750
Atlanta, GA 30339
Gregory B. Salsbury Senior Vice President
10877 Wilshire Blvd.
Suite 1550
Los Angeles, CA 90024
Sean P. Blowers Vice President
401 Wilshire Boulevard
Suite 1060
Santa Monica, California 90401
Barry L. Bulakites Vice President
10877 Wilshire Blvd.
Suite 1550
Los Angeles, CA 90024
Michael A. Hamilton Vice President
10877 Wilshire Blvd.
Suite 1550
Los Angeles, CA 90024
Christine A. Pierce-Tucker Vice President
401 Wilshire Boulevard
Suite 1010
Santa Monica, California 90401
Stephen J. Pilger Vice President
10877 Wilshire Blvd.
Suite 1550
Los Angeles, CA 90024
Kelli J. Stiles Vice President
401 Wilshire Boulevard
Suite 1010
Santa Monica, California 90401
c.
Net Under Compensation
-writing on
Discounts Redemption
Name of Principal and or Annuiti Brokerage
Underwriter Commissions -zation Commissions Compensation
- ----------- ----------- ------- ----------- ------------
Jackson
National Life Not Not Not Not
Distributors, Inc. Applicable Applicable Applicable Applicable
Item 30. Location of Accounts and Records
Jackson National Life Insurance Company
5901 Executive Drive
Lansing, Michigan 48911
Jackson National Life Insurance Company
8055 East Tufts Ave., Second Floor
Denver, Colorado 80237
Jackson National Life Insurance Company
225 West Wacker Drive, Suite 1200
Chicago, IL 60606
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Jackson National Life Insurance Company represents
that the fees and charges deducted under the
contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be
incurred, and the risks assumed by Jackson National
Life Insurance Company.
(e) Registrant hereby represents that any contract
offered by the prospectus and which is issued
pursuant to Section 403(b) of the Internal Revenue
Code of 1986, as amended, is issued by the Registrant
in reliance upon, and in compliance with, the
Securities and Exchange Commission's industry-wide
no-action letter to the American Council of Life
Insurance (publicly available November 28, 1988)
which permits withdrawal restrictions to the extent
necessary to comply with IRC Section 403(b)(11).
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
and has caused this Post-Effective Amendment to be signed on its behalf, in the
City of Lansing, and State of Michigan, on this 21st day of April, 1999.
Jackson National Separate Account III
----------------------------------------
(Registrant)
By: Jackson National Life Insurance Company
----------------------------------------
By: /s/ Andrew B. Hopping
By Thomas J. Meyer*
---------------------------------------
Andrew B. Hopping
Executive Vice President -
Chief Financial Officer and Director
Jackson National Life Insurance Company
----------------------------------------
(Depositor)
By: /s/ Andrew B. Hopping
By Thomas J. Meyer*
---------------------------------------
Andrew B. Hopping
Executive Vice President -
Chief Financial Officer and Director
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Peter Davis by Thomas J. Meyer * April 21, 1999
- -------------------------------------------- --------------
Peter Davis, Chairman and Director
/s/ Robert P. Saltzman by Thomas J. Meyer * April 21, 1999
- -------------------------------------------- --------------
Robert P. Saltzman, President, Chief
Executive Officer and Director
/s/ Clark P. Manning by Thomas J. Meyer * April 21, 1999
- -------------------------------------------- --------------
Clark P. Manning, Chief Operating
Officer and Director
/s/ Andrew B. Hopping by Thomas J. Meyer * April 21, 1999
- -------------------------------------------- --------------
Andrew B. Hopping, Executive Vice President -
Chief Financial Officer and Director
/s/ Thomas J. Meyer April 21, 1999
- -------------------------------------------- --------------
* Thomas J. Meyer, Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or
officers of JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan corporation,
which has filed or will file with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933 and Investment Company Act of 1940,
as amended, various Registration Statements and amendments thereto for the
registration under said Acts of the sale of Individual Deferred Fixed and
Variable Annuity Contracts in connection with the Jackson National Separate
Account III and other separate accounts of Jackson National Life Insurance
Company, hereby constitute and appoint Andrew B. Hopping, Thomas J. Meyer and
Robert P. Saltzman, his attorney, with full power of substitution and
resubstitution, for and in his name, place and stead, in any and all capacities
to approve and sign such Registration Statements and any and all amendments
thereto, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest with seal and to file the same, with all
exhibits thereto and other granting unto said attorneys, each of them, full
power and authority to do and perform all and every act and thing requisite to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming that which said attorneys, or any of them, may lawfully do or cause
to be done by virtue hereof. This instrument may be executed in one or more
counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names as of the
dates set forth below.
/s/ Peter Davis 10/19/98
- -------------------------------------------- -----------
Peter Davis, Director Date
/s/ Robert P. Saltzman 10/13/98
- -------------------------------------------- -----------
Robert P. Saltzman, President, Chief Date
Executive Officer and Director
/s/ Clark P. Manning 10/12/98
- -------------------------------------------- -----------
Clark P. Manning, Chief Operating Officer Date
and Director
/s/ Andrew B. Hopping 10/12/98
- -------------------------------------------- -----------
Andrew B. Hopping, Executive Vice President, Date
Chief Financial Officer and Director
<PAGE>
EXHIBIT LIST
Exhibit
Number Description
- ------ -----------
9. Opinion and Consent of Counsel, attached hereto
as EX-99.B9
10. Consent of Independent Accountants, attached
hereto as EX-99.B10
EX-99.B9
BLAZZARD, GRODD & HASENAUER, P.C.
943 Post Road East * P.O. Box 5108
Westport, Connecticut 06881-5108
(203) 226-7866
(203) 454-4028
April 15, 1999
Board of Directors
Jackson National Life Insurance Company
5901 Executive Drive
Lansing, Michigan 48911
Re: Opinion of Counsel - Jackson National Separate Account-III
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with the
Securities and Exchange Commission of Post-Effective Amendment No. 2 to a
Registration Statement on Form N-4 for the Individual Deferred Fixed and
Variable Annuity Contracts (the "Contracts") to be issued by Jackson National
Life Insurance Company and its separate account, Jackson National Separate
Account-III.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.
We are of the following opinions:
1. Jackson National Separate Account-III is a Unit Investment Trust as that
term is defined in Section 4(2) of the Investment Company Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange
Commission, pursuant to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus contained in the
Registration Statement and upon compliance with applicable law, such an
Owner will have a legally-issued, fully paid, non-assessable contractual
interest under such Contract.
<PAGE>
Board of Directors
Jackson National Life Insurance Company
April 15, 1999
Page 2
We consent to the reference to our Firm under the caption "Services" contained
in the Statement of Additional Information which forms a part of the
Registration Statement.
You may use this opinion letter, or a copy thereof, as an exhibit to
Post-Effective Amendment No. 2 to the Registration Statement.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/ Lynn Korman Stone
------------------------------
Lynn Korman Stone
EX-99.B10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 2 to the registration
statement on Form N-4 (the "Registration Statement") of our report dated
February 5, 1999, relating to the financial statements of Jackson National Life
Insurance Company, and of our report dated February 17, 1999, relating to the
financial statements of Jackson National Separate Account - III, which appear in
such Statement of Additional Information, and to the incorporation by reference
of our report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the reference to us under the heading "Services"
in such Statement of Additional Information and the reference to us under the
heading "Condensed Financial Information" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
April 15, 1999
