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File No. 811-08385
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT
TRUSTS WHICH ARE CURRENTLY
ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
PARAGON SEPARATE ACCOUNT D
(Name of Unit Investment Trust)
Paragon Life Insurance Company
100 South Brentwood Boulevard
St. Louis, Missouri 63105
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
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ORGANIZATION AND GENERAL INFORMATION
NOTE: Terms used but not defined herein shall have the meaning set forth in
Registrant's Form S-6 filed previously with The Commission on September 26,
1997 (File No. 333-36515) which is hereby incorporated by reference.
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Paragon Separate Account D ("Separate Account"). The Separate Account has
no Internal Revenue Service Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Flexible premium individual variable life insurance policies.
2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each depositor of the
trust.
Paragon Life Insurance Company ("Company")
l00 South Brentwood Boulevard
St. Louis, Missouri 63105
Internal Revenue Service Employer Identification Number: 43-l235869
3. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.
The Company will hold in its own custody all of the securities of the
Separate Account.
4. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Distribution of the Policies has not commenced. When distribution
commences, the principal underwriter will be:
Walnut Street Securities, Inc.
670 Mason Ridge Center Drive, Suite 300
St. Louis, MO 63l41
Internal Revenue Service Employer Identification Number: 43-1333368
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Missouri.
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms
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of which the trust was organized and issued or proposes to issue
securities.
The Separate Account was established under Missouri Law pursuant to a
resolution of the Board of Directors of the Company on 3 January l995. The
Separate Account will continue in existence until the Board of Directors
directs that it be terminated. The Policies will be issued pursuant to the
resolution.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of payments on
securities issued or to be issued by the trust are held by the custodian or
trustee.
Not applicable.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January l, l930. If the name has
never been changed, so state.
The name of the Separate Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are
the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial, itself, is representative of, or one of, a group which
in the aggregate is material.
There are no pending legal proceedings material with respect to prospective
purchasers of the Policies, and no pending administrative proceedings
commenced by, or known to be contemplated by, a governmental authority to
which the Separate Account, the depositor, or the principal underwriter is
a party or to which the assets of the Separate Account are subject.
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II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES
OF THE TRUST AND THE RIGHTS OF HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the registered type insofar as the
Policies are personal to the owners of the Policies ("Owners") and the
records concerning Owners are maintained by or on behalf of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The Policies are of the cumulative type, providing for no distribution of
income, dividends, or capital gains. Such amounts are not separately
identifiable, but are reflected in the cash value and death benefit under a
Policy at any time.
(c) The rights of security holders with respect to withdrawal or
redemption.
The Owner may cancel a Policy within 10 days after receiving it, or such
longer period as may be required by state law. If a Policy is canceled
within this time period, a refund will be paid. The refund will equal all
premiums paid under the Policy or any different amount required by state
law.
A request for an increase in a Policy's Face Amount may also be canceled.
The request for cancellation must be made within 10 days from the date the
Owner received the new Policy specifications page for the increase, or such
longer period as may be required by state law. Upon cancellation of an
increase, the Owner may request that the Company refund the amount of the
additional charges deducted in connection with the increase. This will
equal the amount by which the monthly deductions since the increase went
into effect exceeded the monthly deductions which would have been made
absent the increase. If no request is made, the Company will increase the
Policy's cash value by the amount of these additional charges.
During the lifetime of the insured and while a Policy is in
effect, the Owner may surrender, or make a
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partial withdrawal under, the Policy by sending a written request to the
Company. Any restrictions are described below. The amount available for
surrender is the cash surrender value at the end of the valuation period
during which the surrender request is received at the Company's home
office. To effect a surrender, the Policy itself must be returned to the
Company along with the request, or the request must be accompanied by a
completed affidavit of lost Policy which is available from the Company. The
cash surrender value equals the cash value on the date of surrender, less
any indebtedness. If the request is received on a monthly anniversary, the
monthly deduction otherwise deductible will be included in the amount paid.
Coverage under a Policy will terminate as of the date of surrender.
After the first policy year, an Owner may make up to one partial withdrawal
each policy month from the Separate Account. The minimum amount of a
partial withdrawal request net of any transaction charges is at least
$500.00. The minimum amount that can be withdrawn from a division is
$50.00, or the Policy's cash value in a division, if smaller. The maximum
amount that may be withdrawn including the partial withdrawal transaction
charge is the Loan Value. The partial withdrawal transaction charge is the
lesser of $25.00 or two percent of the amount withdrawn.
The death benefit will be affected by a partial withdrawal. If Option A is
in effect and the death benefit equals the Face Amount, then a partial
withdrawal will decrease the Face Amount by an amount equal to the partial
withdrawal plus the transaction charge resulting from that change in Face
Amount. If the death benefit is based on a percentage of the cash value,
then a partial withdrawal will decrease the Face Amount by any amount by
which the partial withdrawal plus the applicable surrender charge exceeds
the difference between the death benefit and the Face Amount. If Option B
is in effect and the death benefit equals the Face Amount, the Face Amount
will not change. However, the partial withdrawal will reduce the cash value
and, thus, the death benefit by the amount of the partial withdrawal plus
the transaction charge.
The Face Amount remaining in force after a partial withdrawal may not be
less than $25,000. Any request for a partial withdrawal that would reduce
the Face Amount below this amount will not be executed.
Partial withdrawals may affect the way in which the cost of insurance
charge is calculated and the amount of pure insurance protection afforded
under a Policy. Partial withdrawals will be applied first to reduce the
initial Face Amount and then to each increase in Face Amount in order,
starting with the first increase.
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Amounts payable from the Separate Account upon a surrender or partial
withdrawal will ordinarily be paid within seven days of receipt of the
written request. Payment of such amounts may be postponed whenever: (i)
the New York Stock Exchange is closed, other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is restricted
as determined by the Securities and Exchange Commission ("SEC"); (ii) the
SEC by order permits postponement for the protection of Owners; or (iii) an
emergency exists, as determined by the SEC, as a result of which disposal
of securities is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets.
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Under the Company's current rules, a Policy's cash value, except amounts
credited to the Loan Account, may be transferred among the Divisions of the
Separate Account. Requests for transfers from or among Divisions of the
Separate Account must be in writing and may be made once each policy month.
Transfers must be in amounts of at least $250.00 or, if smaller, the
Policy's cash value in a division. The Company will effectuate transfers
and determine all values in connection with transfers as of the end of the
valuation period during which the transfer request is received. All
requests received on the same valuation day will be considered a single
transfer request. Where a single transfer request calls for more than one
transfer, and not all of the transfers would meet the minimum requirements,
the Company will effectuate those transfers that do meet the requirements.
Transfers resulting from Policy loans will not be counted for purposes of
the limitations on the amount or frequency of transfers allowed in each
policy month or year. Although the Company currently intends to continue
to permit transfers for the foreseeable future, the Policy provides that
the Company may at any time modify the transfer privilege, by changing the
minimum amount transferable, by altering the frequency of transfers, by
imposing a transfer charge or in such other manner as the Company
determines in its discretion.
For information regarding Policy loans, surrenders or partial withdrawals
and allocation of premiums to the divisions of the Separate Account, see
the responses to Items 2l, l0(c), l0(i) and l5, respectively.
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect to
lapses or defaults by security holders in making principal payments, and
with respect to reinstatement.
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The duration of a Policy depends on the Policy's cash surrender value.
Lapse will only occur when the cash surrender value is insufficient to
cover the monthly deduction and a grace period expires without a sufficient
payment being made. The failure to make a premium payment following the
initial premium will not itself cause a Policy to lapse.
The grace period, which is 62 days, begins on the monthly anniversary on
which the cash surrender value becomes insufficient to meet the next
monthly deduction. The Company will notify the Owner at the beginning of
the grace period by mail addressed to the last known address on file with
the Company. The notice will specify the amount of premium required to
keep the Policy in force and the date the payment is due. If the Company
does not receive the required amount within the grace period, the Policy
will lapse and terminate without cash value. If the insured dies during
the grace period, any overdue monthly deductions will be deducted from the
death benefit otherwise payable.
The Owner may reinstate a lapsed Policy by written application any time
within five years after the date of lapse and before the maturity date.
Reinstatement is subject to the following conditions:
(i) Evidence of the insurability of the insured satisfactory to the
Company (including evidence of insurability of any person covered by a
rider to reinstate the rider).
(ii) Payment of a premium that, after the deduction of premium expense
charges, is large enough to cover: (a) the monthly deductions due at the
time of lapse, and (b) two times the monthly deduction due at the time of
reinstatement.
(iii) Payment or reinstatement of any indebtedness. Any loan and loan
interest reinstated will cause a cash value of an equal amount also to be
reinstated. Any loan paid at the time of reinstatement will cause an
increase in cash value equal to the amount to be reinstated.
(iv) The Policy cannot be reinstated if it has been surrendered.
The amount of cash value on the date of reinstatement will be equal to the
amount of any loan reinstated, increased by the net premiums paid at
reinstatement, and by any loans paid at the time of reinstatement. The
effective date of reinstatement will be the date of approval by the Company
of the application for reinstatement. There will be a full
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monthly deduction for the policy month that includes that date.
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other than
security holders given the right to exercise voting rights pertaining to
the trust's securities or the underlying securities and the relationship of
such persons to the trust.
Reference is made to the Section entitled "Voting Rights" in the
Registration Statement of the Separate Account on Form S-6 filed with the
Securities and Exchange Commission previously, which is hereby incorporated
by reference.
(g) Whether security holders must be given notice of any change in:
(l) the composition of the assets of the trust.
Reference is made to the Section entitled "Addition, Deletion and
Substitution of Investments" in the Registrant's Form S-6 filed with the
Securities and Exchange Commission, which is hereby incorporated by
reference.
(2) the terms and conditions of the securities issued by the trust.
No changes in the terms and conditions of a Policy that affect an Owner's
rights will be made without prior notice to the Owner. However, to the
extent that there are changes in the Group Contract between the
Contractholder (the owner of the Group Contract) and the Company which may
affect the Owner, such changes may be made without prior notice.
(3) the provisions of any indenture or agreement of the trust.
No notice to or consent from an Owner is required for any change in the
Company's resolution establishing the Separate Account.
(4) the identity of the depositor, trustee or custodian.
Notice is not required.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(l) the composition of the assets of the trust.
Consent of Owners is not required when changing the underlying securities
of the Separate Account. However, to change such securities, approval of
the SEC is required
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under Section 26(b) of the 1940 Act. Except as required by Federal or
state law or regulation, no action will be taken by the Company which will
adversely affect the rights of Owners without their consent.
(2) the terms and conditions of the securities issued by the trust.
No change in the terms and conditions of a Policy can be made without
consent of the Owner. However, to the extent that there are changes in the
Group Contract between the Contractholder and the Company which may affect
the Owner such changes may be made without prior consent.
(3) the provisions of any indenture or agreement of the trust.
No consent is required.
(4) the identity of the depositor, trustee or custodian.
No consent is required.
(i) Any other principal feature of the securities issued by the trust or any
other principal right, privilege or obligation not covered by subdivisions
(a) to (g) or by any other item in this form.
For further and more detailed information regarding the securities,
reference is made to the information set forth in Registrant's Form S-6
filed previously, which is incorporated herein by reference.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
The Owner will not be the owner of the securities held in the Separate
Account, although the value of those securities will be used to calculate
Policy benefits. The securities are owned by the Company and are held in
the Separate Account pursuant to Missouri insurance laws governing the
operation of separate accounts. The Separate Account currently is divided
into fourteen divisions, each of which invests in a different security.
Each division invests exclusively in shares of a series-type mutual fund.
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The mutual funds, the portfolios they offer the Owner and their investment
advisors are:
<TABLE>
<CAPTION>
Investment Advisor
<S> <C>
Fidelity Variable Insurance Fidelity Management & Research
Products Fund Company
Growth Portfolio
Equity-Income Portfolio
Fidelity Variable Insurance Fidelity Management & Research
Products Fund II Company
Index 500 Portfolio
Contrafund Portfolio
MFS Variable Insurance Trust Massachusetts Financial Services
Company
MFS Emerging Growth Series
Putnam Variable Trust Putnam Investment Management,
Inc.
Putnam VT High Yield Fund
Putnam VT New Opportunities Fund
Putnam VT U.S. Government and
High Quality Bond Fund
Putnam VT Voyager Fund
Scudder Variable Life Investment Scudder, Stevens & Clark, Inc.
Fund
Money Market Portfolio
International Portfolio
T. Rowe Price Equity Series, Inc. T. Rowe Price Associates, Inc.
New America Growth Portfolio
Personal Strategy Balanced
Portfolio
T. Rowe Price Fixed Income Series,
Inc.
Limited-Term Bond Portfolio
</TABLE>
Each fund is available for use by the separate accounts of other insurance
companies, including those which receive and invest premiums under variable
annuity contracts issued by such companies.
The investment objectives and policies of the funds are summarized in
Registrant's Form S-6 filed previously, under the Section entitled "The
Underlying Funds," which is hereby incorporated by reference.
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by
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another investment company, furnish the following information for each such
company:
.1(a) Name of company.
Fidelity Variable Insurance Products Fund and Fidelity Variable Insurance
Products Fund II.
(b) Name and principal business address of depositor.
The principal business office of Variable Insurance Products Fund and
Fidelity Variable Insurance Products Fund II is 82 Devonshire Street,
Boston, Massachusetts 02109.
(c) Name and principal business address of trustee or custodian.
Fidelity Custodians
Money Market, High Income and Investment Grade Bond Portfolios:
The Bank of New York
Mutual Funds Administration
90 Washington Street 11th Floor
New York, NY 10286
Equity-Income, Overseas, Asset Manager: Growth, Asset Manager Balanced,
and Growth & Income Portfolios:
The Chase Manhattan Bank, N.A.
4 Chase Metrotech Center
12 West
Brooklyn, NY 11245
Growth, Growth Opportunities, Contrafund, and Index 500 Portfolios:
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
(d) Name and principal business address of principal underwriter.
Fidelity Distributors Corporation
82 Devonshire Street
Boston, Massachusetts 02109
(e) The period during which the securities of such company have been the
underlying securities.
This period will commence with the commencement of operations of the
Separate Account.
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.2(a) Name of Company.
MFS Variable Insurance Trust
500 Boylston Street
Boston, MA 02116
(b) Name and principal business address of depositor.
The principal business office of MFS Variable Insurance Trust is:
MFS Variable Insurance Trust
500 Boylston Street
Boston, MA 02116
(c) Name and principal business address of trustee or custodian.
Investors Bank & Trust Company
89 South Street
Boston, MA 02111
(d) Name and principal business address of principal underwriter.
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116
(e) The period during which the securities of such company have been the
underlying securities.
This period will commence with the commencement of operations of the
Separate Account.
.3 (a) Name of company.
Putnam Variable Trust
One Post Office Square
Boston, MA 02109
(b) Name and principal business address of depositor.
The principal business office of Putnam Variable Trust is One Post Office
Square, Boston, MA 02109
(c) Name and principal business address of trustee or custodian.
Putnam Fiduciary Trust Company
One Post Office Square
Boston, MA 02109
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(d) Name and principal business address of principal underwriter.
Putnam Mutual Funds Corporation
One Post Office Square
Boston, MA 02109
(e) This period will commence with the commencement of operations of the
Separate Account.
This period will commence with the commencement of operations of the
Separate Account.
.4(a) Name of company.
Scudder Variable Life Investment Fund.
(b) Name and principal business address of trustee or custodian.
The principal business office of Scudder Variable Life Investment Fund is
Two International Place, Boston, MA 02110-4103.
(c) Name and principal business address of trustee or custodian.
Global Discovery and International Portfolios:
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
Money Market, Bond, Balanced, Growth & Income, and Capital Growth
Portfolios.
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(d) Name and principal business address of principal underwriter.
Scudder Investor Services, Inc.
Two International Place
Boston, MA 02110-4103
(e) The period during which the securities of such company have been the
underlying securities.
This period will commence with the commencement of operations of the
Separate Account.
.5(a) Name of company.
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T. Rowe Price Equity Series, Inc. and
T. Rowe Price Fixed Income Series, Inc.
(b) Name and principal business address of trustee or custodian.
The principal business office of T. Rowe Price is 100 East Pratt Street,
Baltimore, MD 21202
(c) Name and principal business address of trustee or custodian.
For domestic securities and cash:
State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02110
For securities purchased outside the United States:
The Chase Manhattan Bank, N.A., London
Woolgate House
Coleman Street
London, EC2P 2HD, England
(d) Name and principal business address of principal underwriter.
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
(e) The period during which the securities of such company
have been the underlying securities.
This period will commence with the commencement of operations of the
Separate Account.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
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13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested distributions or
income, and (5) redeemed or liquidated assets of the trust's securities are
subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
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(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
For the answers to each sub-item of Item 13(a) reference is made to the
statements in Registrant's Form S-6 filed previously in the Section
entitled "Charges and Deductions," which are incorporated herein.
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales load
and other deductions from principal payments. (Table omitted because not
applicable.)
The only deductions from principal payments are for a premium expense
charge of 1.25% during the first ten policy years and a premium tax
recovery charge of 2.25% each policy year. All other charges and deductions
are made from the cash value of the Policy or the net assets of the
Separate Account. Reference is made to the Section entitled "Charges and
Deductions," in Registrant's Form S-6 filed previously, which is
incorporated herein by this reference.
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public offering
price and as a percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive order that
reflect scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which such plans
apply.
There is a charge to recover premium taxes of 2.25% of each premium paid.
The amount of premium expense charge will be 1.25% of each premium paid
under the Policy during the first ten policy years. For additional
information, see the discussions under the Section entitled "Sales Charges"
in Registrant's Form S-6 filed previously, which is hereby incorporated by
reference.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or group
of individuals, including officers, directors, or employees of the
depositor, trustee, custodian or principal underwriter.
Not applicable.
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(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment, reinstatement,
replacing lost certificates, etc.).
Reference is made to the Section entitled "Charges and Deductions" in the
Registrant's Form S-6 filed previously, which is hereby incorporated by
reference.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits or
other benefits not included in answer to Item 13(a) or 13(d) through the
sale or purchase of the trust's securities or interests in such securities,
or underlying securities or interests in underlying securities, and
describe fully the nature and extent of such profits or benefits.
Neither the Company nor Walnut Street, the principal underwriter of the
Separate Account, nor any affiliated person of the Company or Walnut
Street, may receive any profit or other benefit from premium payments under
the Policies or the investments held in the Separate Account not included
in answer to Item 13(a) or 13(d) through the sale or purchase of the
Policies or shares of the funds, except that (1) the Company may receive a
profit to the extent that the cost of insurance built into a Policy exceeds
the actual cost of insurance needed to pay benefits, (2) favorable
mortality or expense experience may cause the insurance provided under a
Policy to be profitable to the Company, and (3) the Company will compensate
certain other persons, including the Company's agents, for services
rendered in connection with the distribution of a Policy, as described in
Item 38, but such payments will be made from the Company's general assets.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend and
interest income from the trust property during the period covered by the
financial statements filed herewith.
Not applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Individuals wishing to purchase a Policy must complete the appropriate
application and submit it to an authorized
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representative of the Company or to the Company's home office. The Company
will issue an Individual Policy if the Insured is deemed acceptable
according to the Company's underwriting standards. A Policy will generally
be issued only to Insureds of issue ages 17 through 80 who supply evidence
of insurability satisfactory to the Company. The Company may, at its sole
discretion, issue Policies to individuals falling outside of those issue
ages. Acceptance is subject to the Company's underwriting rules, and the
Company reserves the right to reject an application for any reason. A
Policy will not take effect until it has been delivered and the initial
premium has been paid prior to the Insured's death and the information in
the application is shown to be correct. For additional information, see the
discussion in the Section entitled "Issuance of a Policy" in Registrant's
Form S-6 filed previously, which is hereby incorporated by reference.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
The initial premium is due on the issue date. The Company requires that the
initial premium for a Policy be at least equal to one-twelfth (1/12) of the
planned annual premium for the Policy. The planned annual premium is an
amount specified for each Policy based on the requested initial Face
Amount, the Issue Age of the Insured and the charges under the Policy.
Following the initial premium, premiums may be paid in any amount and at
any interval. For additional information, see the Sections entitled
"Payment and Allocation of Premiums," "Policy Rights," and "Policy
Benefits" in Registrant's Form S-6 filed previously, which are hereby
incorporated by reference.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
For each day the New York Stock Exchange is open for trading and the
Company is open for business, the Separate Account purchases or redeems
shares in each fund based on a netting of all transactions for that day,
including the amount of net premiums invested in the Separate Account,
policy loans, loan repayments, payments upon partial withdrawals or
surrenders, charges, and the payment of any benefits to be effected on that
day.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
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Reference is made to the Section in Registrant's Form S-6 filed previously
entitled "Surrender and Partial Withdrawals," which is hereby incorporated
by reference.
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
The Company is required to process all requests for partial withdrawals and
surrenders as described in Item 10(c). The funds will redeem their shares
upon the Company's request in accordance with the 1940 Act. Redeemed shares
are retained, although they may later be reissued.
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
A Policy, once surrendered, may not be resold.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust and
state the substance of the provisions of any indenture or agreement
pertaining thereto.
All dividend and capital gains distributions of the funds will be
automatically reinvested in shares of the distributing funds at their net
asset value on the record date.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the provisions
of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose and
ultimate disposition thereof, and describe the manner of handling of same.
Net premiums placed in the Separate Account constitute reserves for
benefits under the Policies.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by the
financial statements filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions from sources other
than current income have been made, identify each such other source and
indicate whether such distribution represents the return of principal
payments to
18
<PAGE>
security holders. If payments other than cash were made, describe the
nature thereof, the account charged and the basis of determining the amount
of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
The Company has primary responsibility for the administration of the
Policies and the Separate Account. Administrative expenses include
preparation of the Policies, maintenance of Owners' records and all
accounting, valuation, regulatory and reporting services.
The Company may administer the Policy itself, or the Company may purchase
administrative services from such sources (including affiliates) as may be
available. Such services will be acquired on a basis which, in the
Company's sole discretion, affords the best services at the lowest cost.
The Company reserves the right to select a company to provide services
which the Company deems, in its sole discretion, is the best able to
perform such services in a satisfactory manner even though the cost for
such services may be higher than would be available elsewhere.
The Company will send such reports of the Separate Account as are presently
required by the l940 Act and the regulations promulgated thereunder.
The Company will also mail to Owners, at their last known addresses of
record, once each policy year, any annual reports required by state law.
Each person having a voting interest will receive proxy material, reports,
and other materials relating to the funds.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
19
<PAGE>
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations, and
functions.
The Company acts as custodian. There are no provisions relating to the
removal or resignation of the custodian or the failure of the custodian to
perform its duties, obligations, and functions.
(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed.
The Separate Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or resignation of the
depositor or the failure of the depositor to perform its duties,
obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a successor
depositor and the procedure if a successor depositor is not appointed.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
After the first policy anniversary, the Owner may, by written request to
the Company, borrow an amount up to the Loan Value of the Policy, with the
Policy serving as sole security for such loan. The Loan Value is equal to
90% of the cash value of the Policy on the date the policy loan is
requested, reduced by the amount of any existing loans and interest payable
on those loans. Loan interest is due and payable in arrears on each policy
anniversary or for such shorter period as the loan may exist. The minimum
amount that may be borrowed, net of any interest payable, is $500.00. The
loan may be completely or partially repaid at any time while the insured is
living. For additional information, see the discussion in the Section
entitled "Loans" in Registrant's Form S-6 filed previously, which is hereby
incorporated by reference.
If the indebtedness exceeds the cash value on any monthly anniversary, the
Policy may lapse. For additional information, see the discussion in the
Section entitled "Policy Lapse and Reinstatement," in Registrant's Form S-6
filed previously, which is hereby incorporated by reference.
20
<PAGE>
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the
foregoing.
A policy loan will ordinarily be paid within seven days after receipt of a
written request. Payment of any policy loan may be postponed in the manner
described in Item 10(c). See paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor, principal
underwriter, trustee or custodian or affiliated person of the foregoing and
the aggregate amount of loans in default at the end of the last fiscal year
covered by financial statements filed herewith.
Not applicable.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
There are no such provisions or agreements.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
As part of a blended executive risk program, fidelity is provided by CNA in
the amount of $25 million which covers all of the officers and employees of
the Company.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
A Policy is incontestable after it has been in force for two years from the
Issue Date during the lifetime of the insured. An increase in Face Amount
or addition of a rider after the policy date is incontestable after such
increase or addition has been in force for two years from its effective
date during the lifetime of the insured. Any reinstatement of a Policy is
incontestable, except for nonpayment of premiums, only after it has been in
force during the lifetime of the insured for two years after the effective
date of the reinstatement.
21
<PAGE>
Suicide within two years of the Issue Date is not covered by the Policy.
If the insured dies by suicide, while sane or insane, within two years from
the Issue Date (or within the maximum period permitted by the laws of the
state in which the Policy was delivered, if less than two years), the
amount payable will be limited to premiums paid, less any partial
withdrawals and outstanding indebtedness. If the insured, while sane or
insane, dies by suicide within two years after the effective date of any
increase in Face Amount, the death benefit for that increase will be
limited to the amount of the monthly deductions for the increase. If the
insured is a Missouri citizen when the Policy is issued, this provision
does not apply on the Issue Date of the Policy, or on the effective date of
any increase in Face Amount, unless the insured intended suicide when the
Policy, or any increase in Face Amount, was applied for.
If the age of the insured has been misstated in the application, the amount
of the death benefit will be that which the most recent cost of insurance
charge would have purchased for the correct age. Any payment or Policy
changes made by the Company in good faith, relying on its records or
evidence supplied with respect to such payment, will fully discharge the
Company's duty. The Company reserves the right to correct any errors in
the Policy.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS
OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
The Company is a stock life insurance company incorporated under the laws
of Missouri in l98l.
26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any functions
or duties concerning securities of the trust during the period covered by
the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of such
company.
22
<PAGE>
Not applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
The Company is principally engaged in writing individual and group life and
annuity contracts. It is licensed to do business in 49 states and the
District of Columbia. The Company acts as depositor with respect to
Paragon Life Insurance Company Separate Accounts A, B, and C, separate
accounts established under Missouri law pursuant to resolutions of the
Board of Directors of the Company. The Company acts as custodian and holds
the assets of Separate Accounts A, B, and C. The assets of Separate
Accounts A, B, and C are kept physically segregated and are held separate
and apart from the Company's general assets. The Company maintains records
of all purchases and redemptions of shares of the funds held by Separate
Accounts A, B, and C.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish, as at latest practicable date, the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power to
vote 5% or more of the outstanding voting securities of the depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor of the
trust;
(iii) ownership of all securities of the depositor;
(iv) ownership of all securities of the trust;
(v) other companies of which each person named above is presently
officer, director, or partner.
See answer to question 29.
23
<PAGE>
(b) Furnish a brief statement of the business experience during the last five
years of each officer, director or partner of the depositor.
Principal Occupation(s)
Name During Past Five Years*
Executive Officers**
Carl H. Anderson President and Chief Executive
Officer since June 1986.
Matthew K. Duffy Vice President and Chief
Financial Officer since July,
1996. Formerly Director of
Accounting, Prudential Insurance
Company of America, March,
1987 - June, 1996.
Craig K. Nordyke Executive Vice President and
Chief Actuary since November
1996. Formerly Vice President
and Chief Actuary since August
1990.
Matthew P. McCauley Vice President and General
General American Life Insurance Counsel since November 1984.
Company Secretary since August 1991.
700 Market Street Vice President and Associate
St. Louis, MO 63101 General Counsel, General
American since December 30,
1995.
E. Thomas Hughes, Jr. Treasurer since December 1994
General American Life Insurance Corporate Actuary/Treasurer for
Company General American since October
700 Market Street 1994. Formerly Executive Vice
St. Louis, MO 63101 President-Group Pension Line
from January 1990 to October
1994.
George E. Phillips Vice President - Operations and
System Development since
January, 1995. Formerly, Senior
Vice President, Fortis, Inc.
July, 1991- August, 1994. Vice
President, Mutual Benefit prior
to July, 1991.
24
<PAGE>
<TABLE>
<CAPTION>
Directors*** Principal Occupation
<S> <C>
Richard A. Liddy Chairman, President, and Chief Executive
Officer, General American, since May, 1992.
President and Chief Operating Officer, General
American, May 1980 - May, 1992.
Leonard M. Rubenstein Chairman & Chief Executive Officer - Conning
Corporation and Conning Asset Management
Company since January, 1997. Executive Vice
President - Investments, General American,
February 1991 - January 1997.
Warren J. Winer Executive Vice President - Group Life &
13045 Tesson Ferry Road Health, General American since September 1995.
St. Louis, MO 63128 Formerly Managing Director, Wm. M. Mercer,
July 1993 - August 1995. President, W.F.
Coroon, September 1990 - July 1993.
Bernard H Wolzenski Executive Vice President - Individual, General
13045 Tesson Ferry Road American, since November 1991.
St. Louis, MO 63128
A. Greig Woodring President & Chief Executive Officer -
660 Mason Ridge Reinsurance Group of America, Incorporated
St. Louis, MO since May 1993. Executive Vice President -
Reinsurance, General American since January
1990.
</TABLE>
* All positions listed are with the Company unless otherwise indicated.
** The principal business address of each person listed is Paragon Life
Insurance Company, l00 South Brentwood Boulevard, St. Louis, Missouri
63l05, unless noted otherwise. Messrs. Anderson, Hughes, Nordyke, and
McCauley are also directors.
*** The principal business address of each person listed is General American
Life Insurance Company, 700 Market Street, St. Louis, MO 63l0l, unless
otherwise specified.
COMPANIES OWNING SECURITIES OF DEPOSITOR
25
<PAGE>
29. Furnish, as at latest practicable date, the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of the
depositor: (i) name and principal business address; (ii) nature of
business; (iii) ownership of all securities of the depositor.
General American Life Insurance Company is a Missouri life insurance
company engaged in the business of life insurance, annuities, and accident
and health insurance. General American's National Headquarters is located
at 700 Market Street, St. Louis, Missouri 63l0l. General American owns 100%
of all securities of Paragon Life Insurance Company.
CONTROLLING PERSONS
30. Furnish, as at latest practicable date, the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor.
100% of the common stock of General American Life Insurance Company is
owned by GenAmerica Corporation, a Missouri general business corporation,
which is 100% owned by General American Mutual Holding Company, a Missouri
mutual insurance holding company. The owners of General American Life
Insurance Company insurance contracts own General American Mutual Holding
Company.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
3l. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself and
the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Not applicable. As of this date, the Separate Account has not commenced
operations.
26
<PAGE>
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) The aggregate direct remuneration to directors;
(b) Indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor (exclusive
of persons whose remuneration is reported in Items 31 and 32) who received
remuneration in excess of $l0,000.00 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.
Not applicable.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons (exclusive of
those persons covered by Item 33(a)): (l) Sales managers, branch managers,
district managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other persons making
solicitations but not in supervisory capacity; (3) Administrative and
clerical employees; and (4) Others (specify). If a person is employed in
more than one capacity, classify according to predominant type of work.
Not applicable. See Item 31.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $l0,000.00 during the last fiscal year covered
by financial statements filed herewith from the depositor and any of its
subsidiaries.
27
<PAGE>
Not applicable. See Item 31.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discontinued, indicating by appropriate letter the status
with respect to each state.
No sales are currently being made. It is proposed that the Policies will be
offered in 49 states and the District of Columbia.
36. If sales of the trust's securities have at any time since January l, l936
been suspended for more than a month, describe briefly the reasons for such
suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance where
subsequent to January l, l937, any federal or state governmental officer,
agency, or regulatory body denied authority to distribute securities of the
trust, excluding a denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was subsequently
rescinded.
(l) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January l, l937, the authority to distribute securities of
the trust has been revoked by any federal or state governmental officer,
agency or regulatory body.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
28
<PAGE>
The Policy will be sold by individuals who are also registered
representatives of Walnut Street, the principal underwriter of the
Policies, or of broker-dealers which have entered into written sales
agreements with Walnut Street. Walnut Street is registered with the SEC as
a broker-dealer and is a member of the National Association of Securities
Dealers, Inc. ("NASD"). For additional information, see the discussion
under the Section entitled "Distribution of the Policies," in Registrant's
Form S-6 filed previously, which is hereby incorporated by reference.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a statement
as to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
The Company will enter into an agreement with Walnut Street, the principal
underwriter, pursuant to which the Company will pay commissions for
services in distributing and servicing the Policies.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with respect to
commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of periodic
payment plan certificates, furnish schedules of commissions and the bases
thereof. In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
Not Applicable
Information Concerning Principal Underwriter
- --------------------------------------------
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign power
under the laws of which each underwriter was organized and the date of
organization.
Walnut Street Securities, Inc. ("Walnut Street") was incorporated under the
laws of the State of Missouri on May 4, l984.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
No Policies are currently being offered. Walnut Street is a member of the
NASD.
29
<PAGE>
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of the
trust and any other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(l) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee or
participation.
(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other than
the distribution of securities of the trust. If a principal underwriter
acts or has acted in any capacity with respect to any investment company or
companies other than the trust, state the name or names of such company or
companies, their relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such named
capacity, state the date of and the circumstances surrounding such
cessation.
Walnut Street will act as principal underwriter of the Policies. Walnut
Street also acts as principal underwriter of variable life insurance
policies issued through the Company's Separate Accounts A, B, and C,
separate accounts established under Missouri law pursuant to a resolution
of the Company's Board of Directors. Walnut Street also underwrites other
flexible premium variable life insurance policies issued General American
Life Insurance Company, which is the parent of the Company.
(b) Furnish, as at latest practicable date, the address of each branch
office of each principal underwriter currently selling securities of the
trust and furnish the name and residence address of the person in charge of
such office.
30
<PAGE>
Not applicable. Sales of the Policies have not yet commenced.
(c) Furnish the number of individual salesmen of each principal underwriter
through whom any of the securities of the trust were distributed for the
last fiscal year of the trust covered by the financial statements filed
herewith and furnish the aggregate amount of compensation received by such
salesmen in such year.
Not applicable.
42. Furnish, as at latest practicable date, the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter: (i) name and principal business address; (ii)
position with principal underwriter; (iii) ownership of securities of the
trust.
No Policies are currently being distributed.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering price
to the public of securities issued by the trust or the valuation of shares
or interests in the underlying securities acquired by the holder of a
periodic payment plan certificate:
(l) The source of quotations used to determine the value of portfolio
securities.
The shares of the funds are valued at net asset value as supplied to the
Company by the managers of the funds.
(2) Whether opening, closing, bid, asked or any other price is used.
See Items 44(a)(1) and 16.
31
<PAGE>
(3) Whether price is as of the day of sale or as of any other time.
See Item 16.
(4) A brief description of the methods used by registrant for determining
other assets and liabilities including accrual for expenses and taxes
(including taxes on unrealized appreciation).
The Separate Account's assets and liabilities (such as charges against the
Separate Account) are valued in accordance with generally accepted
accounting principles on an accrual basis. Because of its current tax
status, the Company does not expect to incur any Federal income tax
liabilities that would be chargeable to the Separate Account. Thus, the
Company does not intend to create a reserve for its Federal income taxes.
(5) Other items which registrant adds to the net asset value in computing
offering price of its securities.
Not applicable.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Not applicable because the Separate Account does not compute per unit
values pre-supposed by this Item and Item 44(b). Appropriate
adjustments for fractions will be made in all computations.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
No Policies have yet been offered for sale to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters,
state the nature and amount of such variation and indicate the person or
classes of persons to whom such offering is made.
The Company does not require a premium payment of a fixed amount at fixed
intervals for a specified time period. An Owner may, pay premiums at any
frequency in any amount. Nonetheless, Owners will need to pay premiums
sufficient to maintain cash value to pay the monthly deduction, including
32
<PAGE>
the cost of insurance. The cost of insurance will vary, depending upon the
insured's attained age, and rate class. Thus, for a Policy to remain in
force, an Owner will need to take the cost of insurance, as well other
factors such as investment performance, into consideration in determining
the amount and frequency of premium payments. In addition, the sales
charges and administrative charges will vary based on commission rates and
on the number of eligible employees covered under a Policy. For additional
information, see the Sections "Sales Charges" and "Monthly Deduction" in
Registrant's Form S-6 filed previously, which is incorporated herein by
reference.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not Applicable
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued by
the trust:
(l) The source of quotations used to determine the value of portfolio
securities.
See Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is used.
See Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other time.
As of the day a request for surrender or partial withdrawal is received.
(4) A brief description of the methods used by registrant for determining
other assets and liabilities
33
<PAGE>
including accrual for expenses and taxes (including taxes on
unrealized appreciation).
See Items 44(a)(4) and 18(c).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
See Item 10(c).
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest practicable
date.
No Policies have yet been offered for sale to the public.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of
valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
The Company will allocate net premiums to the Divisions of the Separate
Account designated by the Owner. Shares of the various funds will be sold
to the Company for investment of the assets of the Separate Account, as
well as investment of the assets of both variable annuity and variable life
insurance separate accounts of insurance companies other than the Company.
The Company will redeem sufficient shares of the appropriate funds to pay
death benefits, benefits upon maturity of a Policy when the insured reaches
attained age 100, partial withdrawals, surrender proceeds, or for other
purposes contemplated by the Policies. In addition, if an Owner elects to
transfer cash value among the
34
<PAGE>
Divisions of the Separate Account, the Company may redeem shares held in
any Division from which a transfer is made and purchase shares for any
Division into which cash value is transferred. See Item 10(c).
V.
INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
The Company acts as custodian and holds the assets of the Separate Account.
The assets are kept physically segregated and are held separate and apart
from the Company's general assets. The Company maintains records of all
purchases and redemptions of shares of the funds held by the Separate
Account.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
The assets of the Separate Account are not chargeable with liabilities
arising out of any other business that the Company may conduct except to
the extent assets in the Separate Account exceed liabilities arising under
the Policy. The income, capital gains, and capital losses of each Division
are credited to or charged against the assets held in that Division in
accordance with the terms of each Policy, without regard to the income,
capital gains, and capital losses of any other Division.
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VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in Item 2.
(b) The types of policies and whether individual or group policies.
The Policies are flexible premium variable life insurance policies issued
in connection with employer-sponsored insurance programs.
(c) The types of risks insured and excluded.
The Company assumes the risk that the deductions made for mortality risks
will prove inadequate to cover actual mortality costs. The Company also
assumes the risk that deductions for expenses may be inadequate.
(d) The coverage of the policies.
See paragraph (c) of this Item. There is a minimum Face Amount by issue age
band. As an Insured's issue age increases, the minimum Face Amount of a
Policy decreases. Currently, the lowest available Face Amount ranges from
$75,000 for an Insured 65 or older to $275,000 for an Insured less than 30.
Under certain riders available under the Policy, an Owner may elect to
receive an accelerated death benefit in a reduced amount if specified
requirements are met. A more complete description of the possibility of
receiving accelerated death benefits is included in the Section "General
Matters Relating to the Policy--Additional Insurance Benefits" in
Registrant's Form S-6 filed previously, which is incorporated herein by
reference. Death benefit proceeds will be reduced by any outstanding
indebtedness and increased by the amount of the monthly cost of insurance
for the portion of the month from the date of death to the end of the
month.
(e) The Beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
The recipient of the benefits of the insurance undertakings described in
Item 51(c) is either the Owner or the beneficiary, as specified in the
Policy. There are no
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restrictions on the use of proceeds other than those established by the
Owner.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are an integral part of
the Policies and may not be terminated while a Policy remains in effect.
See Item 10(e) for the terms of reinstatement.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
Reference is made to the Sections entitled "Charges and Deductions" and
"Payment and Allocation of Premiums" in Registrant's Form S-6 filed
previously, which is hereby incorporated by reference.
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts involved,
and the nature of the services rendered therefor.
No person other than the Company receives any part of the amount deducted
for assumption of mortality and expense risks.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII.
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection by
which particular portfolio securities must or may be eliminated from assets
of the trust or must or may be replaced by other portfolio securities. If
an investment adviser or other person is to be employed in connection with
such selection, elimination or substitution, state the name of such person,
the nature of any affiliation to the depositor, trustee or custodian, and
any principal underwriter, and the amount of remuneration to be received
for such services. If any particular person is not designated in the
indenture or
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agreement, describe briefly the method of selection of such person.
See the responses to Items 10(g) and 10(h).
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(l) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
policy of concentration of investment in a particular industry or
group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
See the responses to Items 10(g) and 10(h).
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
None.
53. (a) State the taxable status of the trust.
Because of its current status under the Internal Revenue Code, the Company
does not expect to incur any Federal income tax liability that would be
chargeable to the Separate Account. Based on this expectation, the Company
does not intend to create a reserve for Federal income taxes attributable
to the Separate Account. If, however, the Company determines that it may
incur such taxes, it may
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assess a charge for those taxes against the Separate Account.
Under current laws, the Company may incur state and local taxes (in
addition to premium taxes) in several states. At present these taxes are
not significant, so the Company does not currently intend to make a charge
for them. If there is a material change in such taxes, the Company may
assess charges for them from the Separate Account.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of l954, and state its present intention with respect to such
qualifications during the current taxable year.
Not applicable. See Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold, assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following
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information for each installment payment type of periodic payment plan
certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
Not applicable.
59. Financial statements:
FINANCIAL STATEMENTS OF THE TRUST
Any financial statements of the Separate Account will be contained in the
registration statement on Form S-6 filed previously by the Separate Account
pursuant to the Securities Act of l933 and are incorporated herein by
reference.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of the Company will be contained in a Pre-
Effective Amendment to the registration statement on Form S-6 filed
previously by the Separate Account pursuant to the Securities Act of l933
and are incorporated herein by reference.
IX.
EXHIBITS
Unless indicated to the contrary, the following exhibits to the Trust's
registration statement have been filed previously on the Form S-6 filed
with the Commission September 26, l997 for the Registrant and are
incorporated herein by reference:
A. (l) Resolution of the Board of Directors of the Company authorizing the
establishment of the Separate Account.
(2) Not applicable.
(3) (a) Proposed form of Principal Underwriting Agreement.(1)
(b) Proposed form of Selling Agreement.(1)
(4) Not applicable.
(5) (a) N/A
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(b) Proposed form of Individual Policy and Policy Riders.
(c) N/A
(6) (a) Charter and Articles of Incorporation of the Company.(2)
(b) By-Laws of the Company.(2)
(7) Not applicable.
(8) Proposed form of Participation Agreement.(3)
(9) Not applicable.
(10) Proposed Form of Application.(3)
(11) Memorandum describing the Company's issuance, transfer and redemption
procedures for the Policies.
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
- -------------
(1) Incorporated by reference to the initial Registration Statement on Form s-6
found in File No. 33-58796, filed with the Securities and Exchange
Commission on February 25, 1993.
(2) Incorporated by reference to the Registration Statement on Form S-6 found
in File No. 33-67970, filed with the Securities and Exchange Commission on
August 26, 1993.
(3) To be filed with a Pre-Effective Amendment to the Registration Statement on
Form S-6 (found in file No. 333-36515) filed previously with the Securities
and Exchange Commission on September 26, 1997.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of l940, the
depositor of the registrant has caused this registration statement to be duly
signed on behalf of the registrant in the City of St. Louis, State of Missouri,
on the 23rd day of December, l997.
PARAGON LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
(Name of registrant)
By: PARAGON LIFE
INSURANCE COMPANY
By: /s/ Carl H. Anderson
-----------------------
Carl H. Anderson
President and Chief
Executive Officer
Attest: /s/ Matthew P. McCauley
----------------------------------
Matthew P. McCauley
Secretary
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