<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999
1933 ACT REGISTRATION NO. 333-42479
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
ON
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE
ACCOUNT M
(EXACT NAME OF REGISTRANT)
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
1300 South Clinton Street, Fort Wayne, Indiana 46802
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
Depositor's Telephone Number, including Area Code
(219) 455-2000
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<S> <C>
Jack D. Hunter, Esquire COPY TO:
The Lincoln National Life Insurance Company George N. Gingold, Esquire
200 East Berry Street 197 King Philip Drive
P.O. Box 1110 West Hartford, CT 06117-1409
Fort Wayne, Indiana 46802
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
Continuous.
INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
(TITLE OF SECURITIES BEING REGISTERED)
An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The first Form 24F-2 for Registrant, for the fiscal year
ending December 31, 1998 is not yet due.
It is proposed that this filing will become effective:
/ / immediately on filing
/X/ on April 19, 1999, pursuant to Rule 485(b)(2)(iii)
/ / 60 days after filing pursuant to Rule 485(a)
/ / on pursuant to Rule 485(a)
<PAGE>
CROSS REFERENCE SHEET
(RECONCILIATION AND TIE)
REQUIRED BY INSTRUCTION 4 TO FORM S-6
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<CAPTION>
ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
- ----------------- --------------------------------------------------------------
<S> <C>
1 Cover Page Highlights
2 Cover Page
3 *
4 Distribution of Policies
5 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
6(a) The Variable Account (Lincoln Life, the Separate Account and
the General Account)
6(b) *
9 Legal Proceedings
10(a)-(c) Short-Term Right to Cancel the Policy; Surrenders;
Accumulation Value; Reports to Policy Owners
10(d) Right to Exchange for a Fixed Benefit Policy; Policy Loans;
Surrenders; Allocation of Net Premium Payments
10(e) Lapse and Reinstatement
10(f) Voting Rights
10(g)-(h) Substitution of Securities
10(i) Premium Payments; Transfers; Death Benefit; Policy Values;
Settlement Options
11 The Funds
12 The Funds
13 Charges; Fees
14 Issuance
15 Premium Payments; Transfers
16 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
17 Surrenders
18 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
19 Reports to Policy Owners
20 *
21 Policy Loans
22 *
23 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
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<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
- ----------------- --------------------------------------------------------------
<S> <C>
24 Incontestability; Suicide; Misstatement of Age or Sex
25 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
26 Fund Participation Agreements
27 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
28 Directors and Officers of Lincoln Life
29 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
30 *
31 *
32 *
33 *
34 *
35 *
37 *
38 Distribution of Policies
39 Distribution of Policies
40 *
41(a) Distribution of Policies
42 *
43 *
44 The Funds; Premium Payments
45 *
46 Surrenders
47 The Variable Account; Surrenders, Transfers (Lincoln Life, the
Separate Account and the General Account)
48 *
49 *
50 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
51 Cover Page; Highlights; Premium Payments; Right to Exchange
for a Fixed Benefit Policy
52 Substitution of Securities
53 Tax Matters
54 *
55 *
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* Not Applicable
<PAGE>
PART II
FEES AND CHARGES REPRESENTATION
Lincoln Life represents that the fees and charges deducted under the
Policies, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by Lincoln Life.
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
INDEMNIFICATION
(a) Brief description of indemnification provisions.
In general, Article VII of the By-Laws of The Lincoln National Life
Insurance Company (LNL) provides that LNL will indemnify certain
persons against expenses, judgments and certain other specified costs
incurred by any such person if he/she is made a party or is
threatened to be made a party to a suit or proceeding because he/she
was a director, officer, or employee of LNL, as long as he/she acted
in good faith and in a manner he/she reasonably believed to be in the
best interests of, or not opposed to the best interests of, LNL.
Certain additional conditions apply to indemnification in criminal
proceedings.
In particular, separate conditions govern indemnification of
directors, officers, and employees of LNL in connection with suits
by, or in the right of, LNL.
Please refer to Article VII of the By-Laws of LNL (Exhibit No. 6(b)
hereto) for the full text of the indemnification provisions.
Indemnification is permitted by, and is subject to the requirements
of, Indiana law.
(b) Undertaking pursuant to Rule 484 of Regulation C under the
Securities Act of 1933.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 28(a) above or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of
any such action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant 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.
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 2 to this registration statement comprises
the following papers and documents:
The facing sheet;
A cross-reference sheet (reconciliation and tie);
The undertaking to file reports;
The signatures
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1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:
(1) Resolution of the Board of Directors of The Lincoln National Life Insurance
Company and related documents authorizing establishment of the Account.(4)
(2) Not applicable.
(3) (a) Not applicable.
(b) Commission Schedule for Variable Life Policies.(6)
(4) Not applicable.
(5) (a) Proposed Form of Policy LN 660(8)
(b) Riders.(4)
(6) (a) Articles of Incorporation of The Lincoln National Life Insurance Company.(2)
(b) Bylaws of The Lincoln National Life Insurance Company.(2)
(7) Not applicable.
(8) Fund Participation Agreements.
Forms of Agreements between The Lincoln National Life Insurance Company and:
(a) AIM Variable Insurance Funds, Inc.*
(b) BT Insurance Funds Trust.(7)
(c) Delaware Group Premium Fund, Inc.(5)
(d) Fidelity Variable Insurance Products Fund.(1)
(e) Fidelity Variable Insurance Products Fund II.(1)
(f) MFS-Registered Trademark- Variable Insurance Trust.(6)
(g) Templeton Variable Products Series Fund.*
(h) OCC Accumulation Trust.(7)
(9) Services Agreement between The Lincoln National Life Insurance Co. and Delaware
Management Co.(3)
(10) See Exhibit 1(5).
2. See Exhibit 1(5).
3. Opinion and Consent of Robert A. Picarello, Esq.*
4. Not applicable.
5. Not applicable.
6. Opinion and consent of Vaughn Robbins, F.S.A.*
7. Consent of Ernst & Young LLP, Independent Auditors.*
8. Not applicable.
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* To be filed by Amendment.
(1) Incorporated by reference to Registration Statement on Form N-4 (File No.
333-04999) filed on September 26, 1996.
(2) Incorporated by reference to Registration Statement on Form N-4 (File No.
33-27783) filed on December 5, 1996.
(3) Incorporated by reference to Registration Statement on Form S-6 (File No.
33-40745) filed on November 21, 1997.
(4) Incorporated by reference to Registrant's Registration Statement on Form S-6
(File No. 333-42479) filed on December 17, 1997.
(5) Incorporated by reference to Registration Statement on Form N-4 (File No.
33-25990) filed on April 22, 1998.
(6) Incorporated by reference to Registration Statement on Form S-6 (File No.
333-42479) filed on April 28, 1998.
(7) Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form S-6 (File No. 333-42479) filed on May 12, 1998.
(8) Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-6 (File No. 333-42479) filed on December 30, 1998.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the registrant has duly caused
this Post-Effective Amendment No. 2 to its Registration Statement on Form S-6
(File No. 333-42479) to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hartford and State of Connecticut on the 18th
day of March, 1999.
LINCOLN LIFE FLEXIBLE PREMIUM
VARIABLE LIFE
ACCOUNT M
(Registrant)
By: /s/ JOHN H. GOTTA
-----------------------------------
John H. Gotta
SENIOR VICE PRESIDENT
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
(Depositor)
By: /s/ JOHN H. GOTTA
-----------------------------------
John H. Gotta
SENIOR VICE PRESIDENT
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to this Registration Statement (File No.
333-42479) has been signed below on March 18, 1999 by the following persons, as
officers and directors of the Depositor, in the capacities indicated:
SIGNATURE TITLE
- -------------------------------------------------- -------------------------
/s/ GABRIEL L. SHAHEEN* President, Chief
------------------------------------------- Executive Officer and
Gabriel L. Shaheen Director
(Principal Executive
Officer)
/s/ LAWRENCE T. ROWLAND* Executive Vice President
------------------------------------------- and Director
Lawrence T. Rowland
/s/ KEITH J. RYAN* Senior Vice President,
------------------------------------------- Assistant Treasurer
Keith J. Ryan and Chief Financial
Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ H. THOMAS MCMEEKIN* Director
-------------------------------------------
H. Thomas McMeekin
/s/ RICHARD C. VAUGHAN* Director
-------------------------------------------
Richard C. Vaughan
/s/ JON A. BOSCIA* Director
-------------------------------------------
Jon A. Boscia
By: /s/ JOHN H. GOTTA
-----------------------------------
John H. Gotta
ATTORNEY-IN-FACT
(A Majority of the Directors)
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby severally constitute and appoint John H. Gotta, Robert
A. Picarello and Gary W. Parker, individually, our true and lawful
attorneys-in-fact, with full power to each of them to sign for us, in our names
and in the capacities indicated below, any and all amendments to Registration
Statement No. 333-42479 filed with the Securities and Exchange Commission under
the Securities Act of 1933, on behalf of the Company in its own name or in the
name of one of its Separate Accounts, hereby ratifying and confirming our
signatures as they may be signed by any of our attorneys-in-fact to any such
amendment to said Registration Statement.
WITNESS our hands and common seal on this 18th day of December, 1998.
SIGNATURE TITLE
- --------------------------------------------- -------------------------
/s/ GABRIEL L. SHAHEEN President, Chief
-------------------------------------- Executive Officer and
Gabriel L. Shaheen Director
(Principal Executive
Officer)
/s/ LAWRENCE T. ROWLAND Executive Vice President
-------------------------------------- and Director
Lawrence T. Rowland
/s/ KEITH J. RYAN Senior Vice President,
-------------------------------------- Assistant Treasurer and
Keith J. Ryan Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ H. THOMAS MCMEEKIN Director
--------------------------------------
H. Thomas McMeekin
/s/ RICHARD C. VAUGHAN Director
--------------------------------------
Richard C. Vaughan
/s/ JON A. BOSCIA Director
--------------------------------------
Jon A. Boscia
