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As filed with the Securities and Exchange Commission on September 22, 2000
File No. 333-_____
File No. 811-08963
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 6 [X]
TIAA-CREF Life Separate Account VA-1
(EXACT NAME OF REGISTRANT)
TIAA-CREF Life Insurance Company
(NAME OF DEPOSITOR)
730 Third Avenue
New York, New York 10017
(800) 842-2733
(ADDRESS AND TELEPHONE NUMBER OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
Lisa Snow, Esq.
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)
COPY TO:
Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D. C. 20004-2415
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this registration statement.
TITLE OF SECURITIES BEING REGISTERED:
Separate account interests issued through Individual Variable Annuity Contracts
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine
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PROSPECTUS
TIAA-CREF LIFE SINGLE PREMIUM IMMEDIATE ANNUITIES
SINGLE PREMIUM IMMEDIATE VARIABLE ANNUITY CONTRACTS FUNDED THROUGH
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 OF TIAA-CREF LIFE INSURANCE COMPANY
DECEMBER __, 2000
This prospectus describes information you should know before investing in the
single premium immediate variable annuity contracts (SPIAs) offered by TIAA-CREF
Life Insurance Company (TIAA-CREF Life) and funded through the TIAA-CREF Life
Separate Account VA-1 (the separate account). Before you invest, please read
this prospectus carefully, along with the accompanying fund prospectus, and keep
it for future reference.
The contracts are designed to provide you with a stream of income for the life
of the named annuitant(s) or for a specified period of time you select. You can
choose a combination of fixed and variable annuity payments by allocating your
single premium to a TIAA-CREF Life fixed account or to one or more of the
following five separate account variable investment accounts:
- Growth Equity - Stock Index
- Growth & Income - Social Choice Equity
- International Equity
As with all variable annuities, your variable annuity payments can increase or
decrease, depending on how well the investment account's underlying mutual fund
investment performs over time. TIAA-CREF Life doesn't guarantee the investment
performance of the funds or the investment accounts, and you bear the entire
investment risk.
More information about the separate account and the contracts is on file with
the Securities and Exchange Commission (SEC) in a "Statement of Additional
Information" (SAI) dated December __, 2000. You can receive a free SAI by
writing us at TIAA-CREF Life, 730 Third Avenue, New York, New York 10017-3206
(attention: Central Services), or by calling 800 842-2733, extension 5509. The
SAI is "incorporated by reference" into the prospectus; that means it's legally
part of the prospectus. The SAI's table of contents is on the last page of this
prospectus. The SEC maintains a Website (www.sec.gov) that contains the SAI,
material incorporated by reference and other information regarding the separate
account.
The contracts or certain investment options under the contracts will not be
available to you unless approved by the regulatory authorities in your state.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE CONTRACTS IS NOT A DEPOSIT OF THE TIAA-CREF TRUST COMPANY,
FSB, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY.
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TABLE OF CONTENTS
DEFINITIONS......................................................
SUMMARY..........................................................
THE SPIA CONTRACTS...............................................
THE VARIABLE INVESTMENT ACCOUNTS.................................
THE CONTRACT CHARGES.............................................
FEDERAL INCOME TAXES.............................................
ADDITIONAL INFORMATION...........................................
GENERAL MATTERS..................................................
FINANCIAL HIGHLIGHTS; PERFORMANCE INFORMATION....................
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION....
This prospectus outlines the terms of the single premium immediate variable
annuities issued by TIAA-CREF Life. It doesn't constitute an offering in any
jurisdiction where such an offering can't lawfully be made. No dealer, salesman,
or anyone else is authorized to give any information or to make any
representation about this offering other than what is contained in this
prospectus. If anyone does so, you shouldn't rely on it.
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DEFINITIONS
Throughout the prospectus, "TIAA-CREF Life," "we," and "our" refer to TIAA-CREF
Life Insurance Company. "You" and "your" mean any contractowner or any
prospective contractowner.
1940 ACT. The Investment Company Act of 1940, as amended.
ANNUITANT. The natural person whose life is used to determine the amount of
annuity payments and how long those payments will be made.
ANNUITY UNIT. A measure used to calculate the amount of each variable
annuity payment made under a contract.
ASSUMED INVESTMENT RETURN. 4%. This is the assumed annual rate of return
used in calculating the amount of each variable annuity payment.
BENEFICIARY. The person or institution selected by the contractowner to
become the new contractowner if the contractowner dies while any annuity
payments remain due.
BUSINESS DAY. Any day that the New York Stock Exchange (NYSE) is open for
trading. A business day ends at 4 p.m. Eastern Time, or when regular trading
closes on the NYSE, if earlier.
CALENDAR DAY. Any day of the year.
COMMUTED VALUE. The amount we will pay under certain circumstances in a lump sum
instead of the remaining series of annuity payments. It's less than the total of
the future payments, because the future interest we've assumed in computing the
series of payments won't be earned if payment is made in one sum. For the fixed
account, the commuted value is the sum of payments less the interest that would
have been earned from the effective date of the commuted value calculation to
the date each payment would have been made. For any variable investment account,
the commuted value is based on interest at an effective annual rate of 4%,
calculated using the amounts that would have been paid if periodic payments were
to continue and the annuity unit value used for each payment equaled the value
as of the effective date of the calculation.
CONTRACTS. The One-Life Annuity, the Two-Life Annuity, and the Fixed-Period
Annuity single premium immediate annuity contracts.
CONTRACTOWNER. The person (or persons) who controls all the rights and
benefits under a contract.
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CURRENT VALUE. The present value of the future annuity payments, which for
variable payments is computed using the assumption that the relevant investment
account has an effective annual rate of 4%. In the case of the One-Life and
Two-Life Annuities, the present value is determined based on the age of the
annuitant, if alive; the remaining guaranteed period, if any; the frequency of
payment; and the mortality tables used to determine the initial amount of
annuity payments. In the case of the Fixed-Period Annuity, it is determined
based on the last periodic payment date and the frequency of payment.
FIXED ACCOUNT. The account under the contract supporting fixed annuity
payments funded by assets in TIAA-CREF Life's General Account.
GENERAL ACCOUNT. All of TIAA-CREF Life's assets other than those allocated to
the separate account or to any other TIAA-CREF Life separate account.
INCOME CHANGE METHOD. The method you select for how often your variable
annuity payments will be revalued. You can choose a monthly or annual income
change method.
INCOME OPTION. The form of annuity benefit that you select under the Two-Life
Annuity. The income options for the Two-Life Annuity are: the Two-Life Annuity
with Full Benefit While Either Annuitant Survives; the Two-Life Annuity with
Two-Thirds Benefit While Either Annuitant Survives; and the Two-Life Annuity
with One-Half Benefit While Second Annuitant Survives First Annuitant.
IRC. The Internal Revenue Code of 1986, as amended.
ISSUE DATE. The day that the contract is issued and becomes effective.
PREMIUM. The amount you invest in the contract.
PRESENT VALUE. The present value of a series of payments is the lump sum
amount that is the current equivalent of a series of future payments
calculated on the basis of a specified interest rate and mortality table.
SECOND ANNUITANT. The natural person whose life, together with the annuitant's
life, is used to determine the amount of annuity payments and how long those
payments will be made under the Two-Life Annuity.
SEPARATE ACCOUNT. TIAA-CREF Life Separate Account VA-1.
TIAA. Teachers Insurance and Annuity Association of America.
TIAA-CREF LIFE. TIAA-CREF Life Insurance Company, an indirect wholly-owned
subsidiary of TIAA.
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VALUATION DAY. Any day the NYSE is open for trading, as well as the last
calendar day of each month. Valuation days end as of the close of all U.S.
national exchanges where securities or other investments of the separate
account are principally traded. Valuation days that aren't business days end
at 4 p.m. Eastern Time.
VALUATION PERIOD. The period that starts at the close of regular trading on the
NYSE (usually 4 p.m. Eastern Time) on any valuation day and ends at the close of
regular trading on the next succeeding valuation day.
SUMMARY
Read this summary together with the detailed information you'll find in the rest
of the prospectus.
WHAT ARE TIAA-CREF LIFE'S SINGLE PREMIUM IMMEDIATE ANNUITIES (SPIAS)?
TIAA-CREF Life's Single Premium Immediate Annuities (SPIAs) allow you, the
owner, to apply a single sum of money to one of three types of annuity contracts
and receive a stream of income for the life of the named annuitant(s) (which may
be you or another person) or for a specified period of time you select. The
types of contracts we offer are:
- the One-Life Annuity, which pays income as long as the annuitant lives
or until the end of an optional specified guaranteed period, whichever
is longer;
- the Two-Life Annuity, which pays income as long as either the annuitant
or the second annuitant is alive or until the end of an optional
specified guaranteed period, whichever is longer, and which, after the
death of an annuitant, continues at either the same or a reduced level
for the life of the other annuitant; and
- the Fixed-Period Annuity, which pays income to you for a fixed
period of between 2 and 30 years.
A contract is available to you provided it has been approved by the insurance
department of your state of residence. Approvals are pending in certain
jurisdictions.
WHAT ARE MY INVESTMENT OPTIONS UNDER THE CONTRACTS?
Under TIAA-CREF Life's SPIAs, you can choose fixed or variable annuity payments
(or any combination of fixed and variable payments) by allocating your single
premium to the fixed account or to one or more separate account variable
investment accounts. Annuity payments from the fixed account are guaranteed over
the life of the contract. Annuity payments from the separate account's variable
investment accounts increase or decrease, depending on how well the funds
underlying the investment account perform over time. Your payments will also
change depending on the income change method you choose -- i.e., whether you
choose to have your
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payments revalued monthly or annually. Currently, the separate account has
five variable investment accounts which invest in the following funds of the
TIAA-CREF LIFE FUNDS:
- Growth Equity Fund - Stock Index Fund
- Growth & Income Fund - Social Choice Equity Fund
- International Equity Fund
TIAA-CREF Life doesn't guarantee the investment performance of the funds or the
variable investment accounts, and you bear the entire investment risk.
IF YOU LIVE IN GEORGIA, HAWAII, IDAHO, IOWA, KENTUCKY, LOUISIANA, MAINE,
MASSACHUSETTS, MICHIGAN, MISSOURI, NEBRASKA, NORTH CAROLINA, OKLAHOMA, RHODE
ISLAND, SOUTH CAROLINA, UTAH, OR WEST VIRGINIA: If in your application you
allocated any portion of the premium to the variable investment accounts, that
portion of the premium will initially be applied to the general account until
seven days after the expiration of the free look period applicable in your state
(see Appendix A). At that time, the amount applied to the general account, plus
any interest credited on the amount, will automatically be transferred to the
variable investment accounts you have chosen, and the number of annuity units
payable from each variable investment account will be determined as of that
date. While this amount is held in the general account, it will be credited with
interest at a rate guaranteed not to be less than an effective annual rate of
2.50%.
MAY I CHANGE THE ACCOUNTS FROM WHICH ANNUITY PAYMENTS ARE MADE AND HOW OFTEN MY
PAYMENTS ARE VALUED UNDER THE CONTRACT?
Once each calendar quarter you will be able to "transfer" all or part of the
future annuity income payable from any variable investment account to another
variable investment account or to the fixed account. Once a calendar year, under
the One-Life or Two-Life Annuities, you will also be able to transfer the
present value of future amounts payable from the fixed account to any of the
variable investment accounts (provided they are equity accounts), with certain
conditions. Once a year you also may change how frequently your payments from a
variable investment account are valued, i.e., you may change your income change
method. For more details on transfers and changing your income change method,
see "Changing Investment Accounts and Income Change Methods," page __.
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WHAT EXPENSES MUST I CURRENTLY PAY UNDER THE CONTRACTS?
Here's a summary of the direct and indirect expenses you must currently pay
under the contracts.
<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES
Sales load imposed on purchases (as a percentage of premiums)... None
Deferred sales load (as a percentage of premiums or amount
surrendered, as applicable)..................................... None
Premium taxes (as a percentage of premiums, if
applicable)(1).................................................. 1.0-3.5%
Surrender fees (as a percentage of amount surrendered).......... None
Exchange fee.................................................... None
ANNUAL CONTRACT EXPENSES None
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT
VALUE)
Mortality and expense risk charge (current)..................... 0.10%
Administrative expense charge................................... 0.20%
Total separate account annual charges (after fee waiver)(2)..... 0.30%
FUND ANNUAL EXPENSES (AS A PERCENTAGE OF FUND AVERAGE NET ASSETS)
TIAA-CREF LIFE FUNDS
GROWTH EQUITY FUND
Management fee (investment advisory)(after fee waiver) (3)...... 0.25%
Other expenses.................................................. None
Total fund annual expenses (after fee waiver)).................. 0.25%
TOTAL SEPARATE ACCOUNT AND FUND ANNUAL EXPENSES(4)............... 0.55%
GROWTH & INCOME FUND
Management fee (investment advisory)(after fee waiver) (3)...... 0.23%
Other expenses.................................................. None
Total fund annual expenses (after fee waiver)................... 0.23%
TOTAL SEPARATE ACCOUNT AND FUND ANNUAL EXPENSES(4)............... 0.53%
INTERNATIONAL EQUITY FUND
Management fee (investment advisory)(after fee waiver) (3)...... 0.29%
Other expenses.................................................. None
Total fund annual expenses (after fee waiver)................... 0.29%
TOTAL SEPARATE ACCOUNT AND FUND ANNUAL EXPENSES(4)............... 0.59%
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STOCK INDEX FUND
Management fee (investment advisory)(after fee waiver) (3)...... 0.07%
Other expenses.................................................. None
Total fund annual expenses (after fee waiver)................... 0.07%
TOTAL SEPARATE ACCOUNT AND FUND ANNUAL EXPENSES(4)............... 0.37%
SOCIAL CHOICE EQUITY FUND
Management fee (investment advisory)(after fee waiver) (3)...... 0.18%
Other expenses.................................................. None
Total fund annual expenses (after fee waiver)................... 0.18%
TOTAL SEPARATE ACCOUNT AND FUND ANNUAL EXPENSES(4)............... 0.48%
</TABLE>
Fund expenses are deducted from each underlying fund before TIAA-CREF Life is
provided with the fund's daily net asset value. TIAA-CREF Life then deducts
separate account charges from the net asset value in calculating annuity unit
values for the corresponding investment account.
(1) Only applicable in certain states. Where TIAA-CREF Life is required to pay
this premium tax, it may deduct the amount of the premium tax paid from any
premium payment.
(2) Although the total separate account charges stated under the contract are
1.20% per year, TIAA-CREF Life has waived all but 0.30%. TIAA-CREF Life
will provide at least three months' notice before it raises these charges
above 0.30%.
(3) Teachers Advisors, Inc. (Advisors), the investment adviser for each fund,
has agreed to waive a portion of its management fee. Without these waivers,
total fund annual expenses would be 0.46% for the Growth Equity Fund, 0.44%
for the Growth & Income Fund, 0.53% for the International Equity Fund,
0.30% for the Stock Index Fund, and 0.39% for the Social Choice Equity
Fund. This waiver is contractual and will remain in effect until April 1,
2003.
(4) If TIAA-CREF Life and Advisors imposed the full amount of the
administrative expense, mortality and expense risk charges and management
fees, total annual separate account and fund expenses would be 1.66% for
the Growth Equity Fund, 1.64% for the Growth & Income Fund, 1.73% for the
International Equity Fund, 1.50% for the Stock Index Fund, and 1.59% for
the Social Choice Equity Fund.
The next table gives an example of the expenses you'd incur on a hypothetical
investment of $1,000 in each of the investment accounts offered under your
contract over the periods shown. The table assumes a 5% annual return on assets
and that the current fee waivers are in place.
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<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
================================= ========= ========= ========= =========
<S> <C> <C> <C> <C>
Growth Equity Account $6 $18 $31 $69
--------------------------------- --------- --------- --------- ---------
Growth & Income Account $5 $17 $30 $66
--------------------------------- --------- --------- --------- ---------
International Equity Account $6 $19 $33 $74
--------------------------------- --------- --------- --------- ---------
Stock Index Account $4 $12 $21 $47
--------------------------------- --------- --------- --------- ---------
Social Choice Equity Account $5 $15 $27 $60
--------------------------------- --------- --------- --------- ---------
</TABLE>
The table helps you understand the various expenses you would bear directly or
indirectly as an owner of a contract. REMEMBER THAT THEY DON'T REPRESENT ACTUAL
PAST OR FUTURE EXPENSES OR INVESTMENT PERFORMANCE. ACTUAL EXPENSES MAY BE HIGHER
OR LOWER. For more information, see "Contract Charges," page __.
HOW DO I PURCHASE A CONTRACT?
To purchase a contract, you must complete an application and make a premium
payment of at least $25,000. For details, see "Purchasing a Contract and
Remitting Your Premium," page __.
MAY I CANCEL MY CONTRACT?
You can examine the contract and return it to TIAA-CREF Life for a refund, until
the end of the "free look" period specified in your contract (which is a minimum
of 10 days, but varies by state). We'll refund the current value of your
contract calculated as of the date your refund request is postmarked and
properly addressed with postage pre-paid or, if it's not postmarked, as of the
day we receive it. (Note that the current value of your contract may be less
than your premium.) In certain states, where we are required to return your
premium, we'll refund your full premium less any payments made as of the date we
receive your request. In all cases, we will send you the refund within 7 days
after we receive your refund request and your contract. Any premium taxes and
expense charges deducted from the premium also will be refunded.
If you live in any of the states listed in Appendix A, any premium and
allocations to the variable investment accounts will be temporarily held in the
general account as described in "Temporary Investment in the General Account,"
page __.
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THE SPIA CONTRACTS
This prospectus describes the individual single premium immediate variable
annuities (SPIAs) offered by TIAA-CREF Life Insurance Company. The rights and
benefits under the contracts are summarized below. However, the descriptions you
read here are qualified entirely by the contracts themselves. We plan on
offering the contracts in all fifty states, the District of Columbia, Puerto
Rico, and the United States Virgin Islands, although currently the contracts are
not available to residents in those states where we haven't yet received
regulatory approval.
Under the SPIA contracts, TIAA-CREF Life promises to pay you, the owner, an
income in the form of annuity payments. You choose the frequency of these
payments. You can use the contracts to provide you with a stream of income for
the life of the named annuitant(s) (which may be you or another person) or for a
specified period of time you select. How long we make annuity payments under the
contract will depend on the type of contract you choose: a One-Life Annuity, a
Two-Life Annuity, or a Fixed-Period Annuity, as well as the length of any
guaranteed period you choose.
The SPIA contracts include both fixed and variable components- that is, you can
allocate your single premium between the fixed account or one or more separate
account variable investment accounts. Annuity payments from the fixed account
are guaranteed by TIAA-CREF Life over the life of the contract. Annuity payments
from the separate account's variable investment accounts increase or decrease,
depending on how well the funds underlying the investment account perform over
time. Your variable payments will also change depending on the income change
method you choose -- i.e., whether you choose to have your payments to be
revalued monthly or annually.
PURCHASING A CONTRACT AND REMITTING YOUR PREMIUM
THE PREMIUM. We'll issue you a contract as soon as we receive your completed
application and your premium at our home office. Please send your check, payable
to TIAA-CREF Life Insurance Company, along with the application to:
[TIAA-CREF
P.O. Box 530189
Atlanta, GA 30353-0189]
The premium must be for at least $25,000. Additional premiums are not permitted.
We will credit your premium within two business days after we receive all
necessary information or the premium itself, whichever is later. If we don't
have the necessary information within five business days, we'll return your
premium unless you instruct us otherwise upon being contacted.
ELECTRONIC PAYMENT. You may pay your premium by electronic payment. A federal
wire is usually received the same day and an ACH is usually received by the
second day after
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transmission. Be aware that your bank may charge you a fee to wire funds,
although ACH is usually less expensive than a federal wire. Here's what you
need to do:
1. Send us your application;
2. Instruct your bank to wire money to:
[Citibank, N.A.
ABA Number 021000089
New York, NY
Account of : TIAA-CREF Life Insurance Company
Account Number: 4068-4865]
3. Specify on the wire:
- Your name and address
- Social Security Number(s) or Taxpayer Identification Number
ANNUITY PAYMENTS
You may elect to receive monthly, quarterly, semi-annual or annual payments
under any of the SPIA contracts. If your annuity payments would be less than
$100 a month under the payment option you choose, we may make annuity payments
less frequently than that.
Your first annuity payment date will be specified in your contract. We will
generally issue your subsequent payments on the first of a month, at monthly,
quarterly, or annual intervals from your first annuity payment date. Your first
annuity check may be delayed while we process and calculate the amount of your
initial payment.
We'll send your payments by mail to your home address or (at your request) by
mail or electronic funds transfer to your bank (although technically we have the
right to make all annuity payments payable to TIAA-CREF Life's home office). If
the address or bank where you want your payments changes, it's your
responsibility to let us know. We can send payments to your residence or most
banks abroad.
PAYMENTS FROM THE FIXED ACCOUNT
On the contract issue date, the dollar amount of each annuity payment is fixed,
based on:
- the amount of your premium
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- whether the contract is a One-Life, Two-Life or has a guaranteed
period or is a Fixed-Period Annuity
- the frequency of payment you choose
- the age of the annuitant and any second annuitant, as applicable
- the interest rates then in effect, and
- in the case of the Two-Life Annuity, the income option selected
Subsequent fixed payments will be for the same amount. The amount of each
annuity payment from the fixed account does not change as a result of the
investment experience of any variable investment account.
PAYMENTS FROM THE VARIABLE INVESTMENT ACCOUNTS
The amount of variable annuity payments we pay will depend upon the number and
value of your annuity units in a particular investment account. The number of
annuity units you purchase is determined on the contract issue date (unless you
live in one of the states listed on Appendix A). Annuity unit values are
calculated as of each valuation day based primarily on the net investment
results of the funds underlying the particular investment account. For the
formulas used to determine annuity unit values, see the SAI.
Your annuity payments will initially be determined based on:
- the amount of your premium
- whether the contract is a One-Life, Two-Life or has a guaranteed
period or is a Fixed-Period Annuity
- the frequency of payment you choose
- the age of the annuitant and any second annuitant, as applicable
- in the case of the Two-Life Annuity, the income option selected,
and
- an assumed annual investment return of 4% and mortality basis then
in effect
Over the life of the contract, payments will go up or down based on the
investment experience of the funds underlying the variable investment accounts
relative to the 4% assumed annual investment return, and whether you choose to
have your payments revalued monthly or annually (i.e., your choice of income
change method). In general, your payments will increase if the performance of
the variable investment account (net of expenses) is greater than 4% and
decrease if the performance is less than 4%.
You may choose either an annual or monthly income change method for your
variable annuity payments. Under the annual income change method, the amount of
payments from the variable investment accounts will change each May 1, based on
the net investment results of the funds underlying the investment account during
the prior year (April 1 through March 31). Under the monthly income change
method, payments from the variable investment accounts will change
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every month, based on the net investment results during the previous month.
The amount of your next payment will be determined as of the 20th day of each
month (or, if the 20th is not a business day, the prior business day).
For a more complete discussion of how we determine the amount of variable
annuity payments, see "Calculating Variable Annuity Payments" on page __ and the
SAI.
CONTRACT OPTIONS
At the current time, you may purchase a One-Life Annuity, a Two-Life Annuity, or
a Fixed-Period Annuity. Each of these contracts uses a different method to
determine the duration of annuity income payments. THE TOTAL VALUE OF ANNUITY
PAYMENTS MADE TO YOU (OR YOUR BENEFICIARY) MAY BE LESS THAN THE PREMIUM YOU PAID
DEPENDING ON THE DURATION OF YOUR CONTRACT.
- ONE-LIFE ANNUITY. This option pays you or your beneficiary income as long as
the annuitant lives, with or without an optional guaranteed period. If you elect
a guaranteed period (10, 15 or 20 years) and the annuitant dies before it's
over, annuity income payments will continue to you or your beneficiary until the
end of the period. The guaranteed period cannot exceed the annuitant's life
expectancy. If you do not elect a guaranteed period, all annuity income payments
end when the annuitant dies -- SO THAT IT'S POSSIBLE FOR YOU TO RECEIVE ONLY ONE
PAYMENT IF THE ANNUITANT DIES BEFORE THE SECOND PAYMENT IS MADE, TWO PAYMENTS IF
THE ANNUITANT DIES BEFORE THE THIRD PAYMENT IS MADE, ETC.
- TWO-LIFE ANNUITY. This option pays income to you or your beneficiary as long
as the annuitant and the second annuitant live or until the end of an optional
specified guaranteed period, whichever period is longer. The guaranteed period
cannot exceed the annuitants' life expectancy. There are three types of income
options under the Two-Life Annuity, all available with or without a guaranteed
period -- Two-Life Annuity with Full Benefit While Either Annuitant Survives,
Two-Life Annuity with Two-Thirds Benefit While Either Annuitant Survives, and
Two-Life Annuity with One-Half Benefit While Second Annuitant Survives First
Annuitant.
- FIXED-PERIOD ANNUITY. This option pays you or your beneficiary income for a
stated period of not less than two nor more than thirty years. At the end of the
period you've chosen, payments stop. The period you choose cannot exceed your
life expectancy.
CHANGING INVESTMENT ACCOUNTS AND INCOME CHANGE METHODS
Once each calendar quarter you will be able to "transfer" all or part of the
future annuity payments from any variable investment account to another variable
investment account or to the fixed account. Once a calendar year, under the
One-Life and Two-Life Annuities, you will also be able to transfer the present
value of future amounts payable from the fixed account to any of the variable
investment accounts (provided they are equity accounts), either in a lump sum of
up to
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20% of annuity income in any year, or in installment payments over a five
year period. Once income has been transferred from the fixed account to a
variable investment account it cannot be transferred back to the fixed account.
You may not transfer payments from the fixed account to the variable investment
accounts under the Fixed-Period Annuity.
We'll process your transfer as of the business day we receive your request.
You can also choose to have a transfer take effect at the close of any future
business day, or the last calendar day of the current or any future month,
even if it's not a business day. Transfers under the annual income change
method will affect your annuity payments beginning on the May 1 following the
March 31 which is on or after the effective date of the transfer. Transfers
under the monthly income change method and all transfers into the fixed
account will affect your annuity payments beginning with the first payment
due after the monthly payment valuation day that is on or after the transfer
date. You can also switch between the annual and monthly income change
methods, and the switch will go into effect on March 31. For more on how we
calculate transfer amounts, see "Calculating Variable Annuity Payments,"
page ___.
If you live in any of the states listed in Appendix A, during the period in
which any portion of your premium is temporarily held in the general account, no
transfers may be made.
To request a transfer or to switch your income change method, call our Planning
and Service Center toll free at 1 800 223-1200 or write to TIAA-CREF Life's home
office at 730 Third Avenue, New York, NY 10017-3206.
RECEIVING A LUMP SUM PAYMENT
While variable annuity payments are being made during a guaranteed period or
under a Fixed-Period Annuity from the variable investment accounts, you or your
beneficiary have the right to receive in a lump sum the commuted value of any
periodic payments or other amounts remaining due. The commuted value is less
than the total of the future payments, because the future interest we've assumed
in computing the series of payments won't be earned if payment is made in one
sum. Under the One-Life and Two-Life Annuities, no commuted value is available
during the lifetime of an annuitant, or if the annuitant dies after the end of
the guaranteed period. The effective date of the calculation of the commuted
value is the business day on which we receive the request for a commuted value,
in a form acceptable to us. You can also defer the effective date to a future
business day acceptable to us.
DEATH OF THE CONTRACTOWNER
If you (the owner) die, your designated beneficiary or, if none, the person
chosen as the annuitant or second annuitant, will become the owner and remaining
annuity income payments will be made to him or her. If there is no surviving
beneficiary and the annuitant and second annuitant has
14
<PAGE>
died before the end of a guaranteed period, the commuted value of any
payments remaining due will be paid in one sum to your estate.
When you fill out an application for a contract, you can name one or more
beneficiaries or contingent beneficiaries. You can change your beneficiary at
any time unless he or she is the annuitant or a second annuitant. For more
information on designating beneficiaries, contact TIAA-CREF Life or your legal
adviser.
CALCULATING VARIABLE ANNUITY PAYMENTS
The amount of each variable annuity payment from each investment account is
equal to the number of annuity units payable multiplied by the then-current
value of one annuity unit for the variable investment account and income change
method you chose.
DETERMINING THE NUMBER OF ANNUITY UNITS PAYABLE. The number of annuity units you
purchase under the contract is derived by dividing the portion of the premium
(net of any premium taxes) you allocated to a particular investment account and
income change method by the product of the annuity unit value for that
investment account and income change method, and an annuity factor that
represents the present value of an annuity that continues for as long as annuity
payments would need to be paid. The annuity factor will reflect an interest rate
for discounting future payments of 4 percent, the timing and frequency of future
payments, and, if applicable, the mortality assumptions for the person(s) on
whose life or lives the annuity payments will be based. Mortality assumptions
will be based on the mortality basis then in effect under the contract.
The number of annuity units for each variable investment account and income
change method under a contract is generally determined on the contract issue
date and remains fixed unless there is a "transfer" of annuity units or you
change your income change method. The number of annuity units payable from a
particular investment account and income change method under your contract will
be reduced by the number of annuity units you transfer out of that investment
account or income change method. The number of annuity units payable will be
increased by any internal transfers you make to that investment account and
income change method. If you live in any of the states listed in Appendix A, the
number of annuity units payable from each variable investment account will be
determined as of the date that we transfer your temporary investment in the
general account to the variable investment accounts. See "Temporary Investment
in the General Account" on page __.
COMPUTING ANNUITY UNIT VALUES. The annuity unit value for each investment
account is calculated separately for each income change method for each business
day and for the last calendar day of each month. The annuity unit value for each
income change method is determined by updating the annuity unit value from the
previous valuation day to reflect the net investment performance of the account
for the current valuation period relative to the 4 percent assumed investment
return. We further adjust the annuity unit value to reflect the fact that
annuity payment amounts are redetermined only once a month or once a year
(depending on the revaluation method chosen). The purpose of the adjustment is
to equitably apportion any account gains or losses among those annuitants who
receive annuity income for the entire period between
15
<PAGE>
valuation dates and those who start or stop receiving annuity income between
the two dates. In general, from period to period your payments will increase
if the performance of the account is greater than a 4 percent annual rate of
return and decrease if the performance is less than a 4 percent annual rate
of return.
For participants under the annual income change method, the value of the annuity
unit for payments remains level until the following May l. For those who have
already begun receiving annuity income as of March 31, the value of the annuity
unit for payments due on and after the next succeeding May 1 is equal to the
annuity unit value determined as of such March 31. For participants under the
monthly income change method, the value of the annuity unit for payments changes
on the payment valuation day of each month for the payment due on the first of
the following month.
TIAA-CREF Life reserves the right to modify the specific dates that payments
will change and the associated payment valuation date. We also can delete or
stop offering the annual or monthly income change methods.
For the more detailed formula we use for determining annuity unit values, see
the SAI.
THE VARIABLE INVESTMENT ACCOUNTS
THE UNDERLYING FUNDS OF THE SEPARATE ACCOUNT
You may allocate any portion of the premium to the separate account, which
currently has five subaccounts, or variable investment accounts. These variable
investment accounts invest in shares of the funds of the TIAA-CREF Life Funds.
TIAA-CREF Life Funds is an open-end management investment company that was
organized as a business trust under Delaware law on August 13, 1998. The
TIAA-CREF Life Funds currently consists of the following five investment
portfolios but may add other portfolios in the future.
The GROWTH EQUITY FUND seeks a favorable long-term return, mainly through
capital appreciation, primarily from a diversified portfolio of common stocks
that present the opportunity for exceptional growth.
The GROWTH & INCOME FUND seeks a favorable long-term return through capital
appreciation and investment income, by investing in a broadly diversified
portfolio of common stocks selected for their investment potential.
The INTERNATIONAL EQUITY FUND seeks favorable long-term returns, mainly through
capital appreciation, by investing in a broadly diversified portfolio of
primarily foreign equity investments.
The STOCK INDEX FUND seeks a favorable long-term rate of return from a
diversified portfolio selected to track the overall market for common stocks
publicly traded in the U.S., as represented by a broad stock market index.
16
<PAGE>
The SOCIAL CHOICE EQUITY FUND seeks a favorable long-term rate of return that
tracks the investment performance of the U.S. stock market while giving special
consideration to certain social criteria.
Teachers Advisors, Inc. (Advisors), an indirect subsidiary of TIAA, manages the
assets of the TIAA-CREF Life Funds. Advisors also manages the Stock Index
Account of the TIAA Separate Account VA-1, TIAA-CREF Mutual Funds, and TIAA-CREF
Institutional Mutual Funds. The same personnel also manages the CREF accounts on
behalf of TIAA-CREF Investment Management, LLC, an investment adviser which is
also a TIAA subsidiary.
The investment objectives, techniques and restrictions of the TIAA-CREF Life
Funds are described fully in its prospectus and SAI. A copy of the prospectus or
a profile of that prospectus accompanies this prospectus. The prospectus and SAI
of the TIAA-CREF Life Funds may be obtained by writing TIAA-CREF Life Funds, 730
Third Avenue, New York, New York 10017-3206, or by calling 800 842-2733,
extension 5509. You should read the prospectus for the TIAA-CREF Life Funds
carefully before investing in the separate account.
TEMPORARY INVESTMENT IN THE GENERAL ACCOUNT
IF YOU LIVE IN GEORGIA, HAWAII, IDAHO, IOWA, KENTUCKY, LOUISIANA, MAINE,
MASSACHUSETTS, MICHIGAN, MISSOURI, NEBRASKA, NORTH CAROLINA, OKLAHOMA, RHODE
ISLAND, SOUTH CAROLINA, UTAH, OR WEST VIRGINIA: If in your application you
allocated any portion of the premium to the variable investment accounts, that
portion of the premium will initially be applied to the TIAA-CREF Life general
account until seven days after the expiration of the free look period applicable
in your state (see Appendix A). At that time, the amount applied to the general
account, plus any interest credited on the amount, will automatically be
transferred to the variable investment accounts you have chosen, and the number
of annuity units payable from each variable investment account will be
determined as of that date. While this amount is held in the general account, it
will be credited with interest at a rate guaranteed not to be less than an
effective annual rate of 2.50%. Your first payment may not reflect participation
in the variable investment accounts.
THE CONTRACT CHARGES
SEPARATE ACCOUNT CHARGES
We deduct charges each valuation day from the assets of each variable investment
account for various services required to administer the separate account and the
contracts and to cover certain insurance risks borne by TIAA-CREF Life. The
contracts allow for total separate account charges (I.E., administrative expense
and mortality and expense risk charges) at an annual rate of 1.20% of average
daily net assets of each investment account. TIAA-CREF Life has waived a portion
of the mortality and expense risk charges so that current separate account
charges total 0.30% of average daily net assets. While TIAA-CREF Life reserves
the right to increase the separate account charges at any time, we will provide
at least three months' notice before any raise.
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<PAGE>
ADMINISTRATIVE EXPENSE CHARGE. This charge is for administration and operations,
such as allocating the premium and administering the contracts. The daily
deduction is equal to an annual rate of 0.20% of average daily net assets.
MORTALITY AND EXPENSE RISK CHARGE. TIAA-CREF Life imposes a daily charge as
compensation for bearing certain mortality and expense risks in connection with
the contracts. The current daily deduction is equal to an annual rate of 0.10%
of average daily net assets.
TIAA-CREF Life's mortality risks come from its obligations under the contracts
to make annuity payments under the One-Life Annuity and the Two-Life Annuity.
This assures that the amount of your annuity payments won't be affected by how
long the annuitant (usually you) or your second annuitant live or whether there
is any collective change in life expectancy by annuitants as a group.
TIAA-CREF Life's expense risk is the possibility that TIAA-CREF Life's expenses
for administering the contract and the separate account will be higher than the
amount recovered through the administrative expense deduction.
If the mortality and expense risk charge allowed under the contract isn't enough
to cover TIAA-CREF Life's costs, TIAA-CREF Life will absorb the deficit. On the
other hand, if the charge more than covers costs, TIAA-CREF Life will profit.
TIAA-CREF Life will pay a fee from its general account assets, which may include
amounts derived from the mortality and expense risk charge, to Teachers Personal
Investors Services, Inc. (TPIS), the principal distributor of the variable
component of the contract.
OTHER CHARGES AND EXPENSES
FUND EXPENSES. Certain deductions and expenses of the Funds are paid out of the
assets of the Funds. These expenses include charges for investment advice,
portfolio accounting, custody, and similar services provided for a Fund.
Advisors is entitled to an annual fee based on a percentage of the average daily
net assets of each Fund, under an investment management agreement between
Advisors and the TIAA-CREF Life Funds. Advisors has agreed to waive a portion of
the fees for each Fund. These waivers are contractual and will remain in effect
until April 1, 2003. The Funds' fees with and without waivers are as follows:
<TABLE>
<CAPTION>
CURRENT
FUND EXPENSES FUND EXPENSES
(WITH WAIVER) (WITHOUT WAIVER)
====================================================== ===================== ======================
<S> <C> <C>
Growth Equity Fund 0.25% 0.46%
------------------------------------------------------ --------------------- ----------------------
Growth & Income Fund 0.23% 0.23%
------------------------------------------------------ --------------------- ----------------------
International Equity Fund 0.29% 0.53%
------------------------------------------------------ --------------------- ----------------------
Stock Index Fund 0.07% 0.30%
------------------------------------------------------ --------------------- ----------------------
Social Choice Equity Fund 0.18% 0.39%.
------------------------------------------------------ --------------------- ----------------------
</TABLE>
18
<PAGE>
For more on Fund deductions and expenses, read the TIAA-CREF Life Funds
prospectus.
NO DEDUCTIONS FROM PREMIUM. The contracts do not provide for charges or
other deductions from the premium.
PREMIUM TAXES. Currently, residents of several states may be subject to premium
taxes on their contract. We will deduct any charges for premium taxes from your
premium before its applied to provide annuity payments. State premium taxes
currently range from 1.00 percent to 3.50 percent of premium payments.
FEDERAL INCOME TAXES
The following discussion assumes the contracts qualify as annuity contracts for
federal income tax purposes (see the SAI for more information). It is based on
our understanding of current federal income tax law, and is subject to change.
For complete information on your personal tax situation, check with a qualified
tax adviser.
TAXATION OF ANNUITY PAYMENTS
Generally, the annuity payments from a nonqualified annuity contract include
both a return of premium and interest or investment gain. Accordingly, only a
portion of the annuity payments you receive will be includable in your gross
income and subject to federal income tax and state income tax, where applicable.
However, when the entire premium has been recovered or returned, the full amount
of any additional annuity payments is includable in gross income.
Currently capital gains tax rates are not applicable to annuities.
If, after the contract issue date, annuity payments stop because an annuitant
died, any premium that has not been recovered is generally allowable as a
deduction for your last taxable year.
RECEIVING LUMP SUMS
The Internal Revenue Service currently takes the position that a lump sum
payment from an immediate annuity contract (i.e., a partial surrender) is fully
taxable, with no change in the tax treatment of subsequent annuity payments. If
you surrender your contract, the amount that is taxable is the excess of the
amount distributed to you over the unrecovered investment in the contract. You
should consult a tax adviser before taking a full or partial lump sum payment
from your contract.
The Internal Revenue Code (IRC) also provides that you may be subject to a
penalty if you take a lump sum payment from your contract. The amount of the
penalty is equal to 10% of the amount that is includable in income. Some lump
sum payments will be exempt from the penalty. They include any amounts:
- paid on or after the taxpayer reaches age 59 1/2;
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<PAGE>
- paid after an owner dies;
- paid if the taxpayer becomes totally disabled (as that term is
defined in the Internal Revenue
Code); or
- paid in a series of substantially equal payments made annually (or
more frequently) under a lifetime annuity.
TAXATION UPON DEATH
Amounts may be distributed from the contract because of the death of an owner or
the annuitant. Generally, such amounts are includable in the income of the
recipient:
- if distributed in a lump sum, these amounts are taxed in the same
manner as a withdrawal; or
- if distributed under an annuity payment option, these amounts are
taxed in the same manner as annuity payments.
For these purposes, the "investment in the contract" is not affected by the
owner's or annuitant's death. That is, the "investment in the contract" remains
generally the total premium payments, less amounts received, which were not
includable in gross income.
POSSIBLE TAX CHANGES
Legislation is proposed from time to time that would change the taxation of
annuity contracts. It is possible that such legislation could be enacted and
that it could be retroactive (that is, effective prior to the date of the
change). You should consult a tax adviser regarding legislative developments and
their effect on the contract.
WITHHOLDING
Annuity distributions usually are subject to withholding for the recipient's
federal income tax liability at rates that vary according to the type of
distribution and the recipient's tax status. However, recipients can usually
choose not to have tax withheld from distributions.
POSSIBLE CHARGE FOR TIAA-CREF LIFE'S TAXES
Currently we don't charge the separate account for any federal, state, or local
taxes on it or its contracts (other than premium taxes--see page __), but we
reserve the right to charge the separate account or the contracts for any tax or
other cost resulting from the tax laws that we believe should be attributed to
them.
DIVERSIFICATION AND DISTRIBUTION REQUIREMENTS
The IRC provides that the underlying investments for a variable annuity must
satisfy certain diversification requirements in order for a nonqualified
contract to be treated as an annuity contact. The contract must also meet
certain distribution requirements at the death of an owner in order to be
treated as an annuity contract. These diversification and distribution
requirements are discussed in the Statement of Additional Information.
20
<PAGE>
TAX ADVICE
What we tell you here about federal and other taxes isn't comprehensive and is
for general information only. It doesn't cover every situation. Taxation varies
depending on the circumstances, and state and local taxes may also be involved.
For complete information on your personal tax situation, check with a qualified
tax adviser.
OTHER INFORMATION
TIAA-CREF LIFE INSURANCE COMPANY AND TIAA
The contracts are issued by TIAA-CREF Life Insurance Company, a stock life
insurance company organized under the laws of the State of New York on November
20, 1996. All of the stock of TIAA-CREF Life is held by TIAA-CREF Enterprises,
Inc., a wholly-owned subsidiary of Teachers Insurance and Annuity Association of
America (TIAA). TIAA-CREF Life's headquarters are at 730 Third Avenue, New York,
New York 10017-3206.
TIAA is a stock life insurance company, organized under the laws of the State of
New York. It was founded on March 4, 1918, by the Carnegie Foundation for the
Advancement of Teaching. TIAA is the companion organization of the College
Retirement Equities Fund (CREF), the first company in the United States to issue
a variable annuity. CREF is a nonprofit membership corporation established in
the State of New York in 1952. Together, TIAA and CREF, serving approximately
2.2 million people, form the principal retirement system for the nation's
education and research communities and one of the largest retirement systems in
the world, based on assets under management. As of June 30, 2000, TIAA's assets
were approximately $116 billion; the combined assets for TIAA and CREF totaled
approximately $294.8 billion (although neither TIAA nor CREF stands behind
TIAA-CREF Life's guarantees).
THE SEPARATE ACCOUNT
On July 27, 1998, TIAA-CREF Life established TIAA-CREF Life Separate Account
VA-1 as a separate investment account under New York law. The separate account
is registered with the SEC as a unit investment trust under the 1940 Act. As
part of TIAA-CREF Life, the separate account is also subject to regulation by
the State of New York Insurance Department (NYID) and the insurance departments
of some other jurisdictions in which the contracts are offered (see the SAI).
Although TIAA-CREF Life owns the assets of the separate account, and the
obligations under the contracts are obligations of TIAA-CREF Life, the separate
account's income, investment gains, and investment losses are credited to or
charged against the assets of the separate account without regard to TIAA-CREF
Life's other income, gains, or losses. Under New York law, we can't charge the
separate account with liabilities incurred by any other TIAA-CREF Life separate
account or other business activity TIAA-CREF Life may undertake.
The separate account currently has five subaccounts, or variable investment
accounts, which invest in shares of the funds of the TIAA-CREF Life Funds.
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<PAGE>
THE FIXED ACCOUNT
This prospectus is designed to provide information mainly about the variable
investment accounts. Following is a brief description of the fixed account.
Amounts allocated to the fixed account become part of the general account assets
of TIAA-CREF Life, which support various insurance and annuity obligations. The
general account includes all the assets of TIAA-CREF Life, except those in the
separate account (I.E., the variable investment accounts) or in any other
TIAA-CREF Life separate account. Interests in the fixed account have not been
registered under the Securities Act of 1933 (the "1933 Act"), nor is the fixed
account registered as an investment company under the 1940 Act. Neither the
fixed account nor any interests therein are generally subject to the 1933 Act or
1940 Act. For details about the fixed account, see your contract.
DISTRIBUTING THE CONTRACTS
The contracts are offered continuously by Teachers Personal Investors Services,
Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional
Services, Inc. (Services), subsidiaries of TIAA which are both registered with
the SEC as broker-dealers and are members of the NASD. TPIS may be considered
the "principal underwriter" for interests in the contract. Anyone distributing a
contract must be a registered representative of either TPIS or Services, whose
main offices are both at 730 Third Avenue, New York, New York 10017-3206. No
commissions are paid in connection with the distribution of the contracts.
LEGAL PROCEEDINGS
Neither the separate account, TIAA-CREF Life, TPIS, Services nor Advisors is
involved in any legal action that we consider material to the separate account.
DELAY OF PAYMENTS
We may delay any payments from the separate account only if (1) the New York
Stock Exchange is closed (or trading restricted by the SEC) on a day that isn't
a weekend or holiday; (2) an SEC-recognized emergency makes it impractical for
us to sell securities or determine the value of assets in the separate account;
or (3) the SEC says by order that we can or must postpone payments to protect
you and other separate account contractowners. In addition, transfers of
accounts from and within the fixed and variable investment accounts may be
deferred under these circumstances.
If a check has been submitted as the premium, we have the right to defer any
payments until the check has been honored.
VOTING RIGHTS
The separate account is the legal owner of the shares of the funds of the
TIAA-CREF Life Funds offered through your contract. It therefore has the right
to vote its shares at any meeting of the TIAA-CREF Life Funds' shareholders. The
TIAA-CREF Life Funds do not plan to hold annual shareholder meetings. However,
when shareholder meetings are held, you have the right to
22
<PAGE>
instruct us how to vote the shares supporting your contract. If we don't
receive timely instructions, we will vote your shares in the same proportion
as the aggregate voting instructions received on all outstanding contracts.
TIAA-CREF Life may vote the shares of the funds in its own right in some
cases, if it determines that it may legally do so.
The number of votes that a contractowner has the right to instruct are
calculated separately for each variable investment account, and include
fractional votes. The contractowner has a voting interest in each investment
account from which variable annuity payments are made. The number of votes you
have is calculated based on the amounts to be paid from each variable investment
account to meet our future annuity obligations to you. As variable annuity
payments are made to you, the number of votes you have diminishes.
ADDING AND CLOSING ACCOUNTS OR
SUBSTITUTING FUNDS; ADDING OR
DELETING CONTRACT OPTIONS OR INCOME METHODS
We can add new investment accounts in the future that would invest in other
funds. We don't guarantee that the separate account, any existing investment
account or any investment account added in the future, will always be available.
We reserve the right to add or close accounts, substitute one fund for another,
combine accounts or investment portfolios, or add, delete or stop providing
contracts for use with any investment account. We can also stop or start
providing certain contract options or income options under either the annual or
monthly income change methods from current or future investment accounts. We can
also make any changes to the separate account or to the contract required by
applicable laws relating to annuities or otherwise. TIAA-CREF Life can make
these and some other changes at its discretion, subject to any required NYID,
SEC or state approval. The separate account can (1) operate under the 1940 Act
as an investment company, or in any other form permitted by law, (2) deregister
under the 1940 Act if registration is no longer required, or (3) combine with
other separate accounts. As permitted by law, TIAA-CREF Life may transfer the
separate account assets to another separate account or account of TIAA-CREF Life
or another insurance company or transfer the contract to another insurance
company.
GENERAL MATTERS
CONTACTING TIAA-CREF LIFE
All notices, forms, requests, or payments must be sent to TIAA-CREF Life's home
office at 730 Third Avenue, New York, New York 10017-3206 or the post office box
specifically designated for the purpose. You can ask questions by calling
toll-free 800 223-1200.
ELECTRONIC PROSPECTUSES
If you received this prospectus electronically and would like a paper copy,
please call 800 842-2733, extension 5509, and we will send it to you.
23
<PAGE>
HOUSEHOLDING
To cut costs and eliminate duplicate documents sent to your home, we may begin
mailing only one copy of the prospectus, prospectus supplements, annual and
semi-annual reports, or any other required documents, to your household, even if
more than one contractowner lives there. If you would prefer to continue
receiving your own copy of any of these documents, you may call us toll-free at
800 842-2733, extension 5509, or write us.
SIGNATURE REQUIREMENTS
For some transactions, we may require your signature to be notarized or
guaranteed by a commercial bank or a member of a national securities exchange.
ERRORS OR OMISSIONS
We reserve the right to correct any errors or omissions on any form, report or
statement that we send you.
FINANCIAL HIGHLIGHTS; PERFORMANCE INFORMATION
FINANCIAL HIGHLIGHTS
Presented below is condensed financial information for the separate account's
Stock Index Account. Since the other investment accounts were launched on April
1, 2000 and have limited operating history, we have not included condensed
financial information here for them, although financial statements for those
accounts are in the SAI, which is available free upon request.
The following condensed financial information is derived from the separate
account financial statements audited by Ernst & Young LLP, independent auditors,
for the year ended December 31, 1999. The table shows per accumulation unit data
for the separate account, although the contracts described in this prospectus
are not accumulating contracts. Since the contracts are new there is no the
interest rates and mortality tables that were used to determine the amount of
the guaranteed annuity payments; annuity unit data. The data should be read in
conjunction with the financial statements and other financial information for
the stock index account included in the SAI. It is available without charge upon
request.
24
<PAGE>
<TABLE>
<CAPTION>
YEAR DECEMBER 1, 1998
ENDED (DATE ESTABLISHED) TO
DECEMBER 31, 1999 DECEMBER 31, 1998 (1)
========================================================== ================= =====================
<S> <C> <C>
Per Accumulation Unit Data:
Investment income $ .289 $ .052
Expenses .016 .006
---- ----
Investment income -net .273 .046
Net realized and unrealized gain on investments .184 1.050
---- -----
Net increase in Accumulation Unit Value 5.457 1.096
Accumulation Unit Value:
Beginning of year 26.096 25.000
------ ------
End of year $31.553 $26.096
======= =======
Total return 20.91% 4.39%
Ratio to Average Net Assets:
Expenses 0.30% 0.02%
Investment income-net 5.09% 0.18%
Portfolio turnover rate 0.17% 0.00%
Thousands of Accumulation Units outstanding at end of period 723 4
</TABLE>
(1) The percentages shown for this period are not annualized.
PERFORMANCE INFORMATION
We may advertise the total return and average annual total return of the
separate account. "Total return" means the cumulative percentage increase or
decrease in the value of an investment over standard one-, five-, and ten-year
periods (and occasionally other periods as well).
"Average annual total return" means the annually compounded rate that would
result in the same cumulative total return over the stated period.
All performance figures are based on past investment results. They aren't a
guarantee that the separate account will perform equally or similarly in the
future. Write or call us for current performance figures for the separate
account's investment accounts.
25
<PAGE>
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE IN THE
STATEMENT OF
ADDITIONAL
ITEM INFORMATION
---- ------------
<S> <C>
Calculating Annuity Unit Values
Tax Status of the Contracts
Performance Information
Statements and Reports
General Matters
State Regulation
Legal Matters
Experts
Additional Considerations
Additional Information
Financial Statements
</TABLE>
26
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
"FREE LOOK" PERIOD
JURISDICTION (DAYS)
==================================================== ===================
<S> <C>
Georgia 10
Hawaii 10
Idaho 20
Iowa 10
Kentucky 10
Louisiana 10
Maine 10
Massachusetts 10
Michigan 10
Missouri 10
Nebraska 10
North Carolina 10
Oklahoma 10
Rhode Island 10
South Carolina 31
Utah 20
West Virginia 10
==================================================== ===================
</TABLE>
<PAGE>
SINGLE PREMIUM IMMEDIATE VARIABLE ANNUITY CONTRACTS
Funded Through
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
And
TIAA-CREF LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER __, 2000
This Statement of Additional Information is not a prospectus and should be
read in connection with the current prospectus dated December __, 2000 (the
"Prospectus"), for the variable annuity that is the variable component of the
contract. The Prospectus is available without charge by writing us at:
TIAA-CREF Life Insurance Company, 730 Third Avenue, New York, N.Y. 10017-3206
or calling us toll-free at 800 842-2733, extension 5509. Terms used in the
Prospectus are incorporated into this Statement.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS.
[LOGO]
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
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<S> <C>
CALCULATING ANNUITY UNIT VALUES.............B-
TAX STATUS OF THE CONTRACT..................B-
PERFORMANCE INFORMATION.....................B-
STATEMENTS AND REPORTS......................B-
GENERAL MATTERS.............................B-
STATE REGULATION............................B-
LEGAL MATTERS...............................B-
EXPERTS.....................................B-
ADDITIONAL CONSIDERATIONS...................B-
ADDITIONAL INFORMATION......................B-
FINANCIAL STATEMENTS........................B-
</TABLE>
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CALCULATING ANNUITY UNIT VALUES
Separate annuity unit values are maintained for annuity units payable from
each investment account under each income change method. The values are
calculated as of each valuation day. Annuity unit values for an income change
method are determined by multiplying each account's annuity unit value at the
end of the previous valuation day by that account's net investment factor for
the valuation period, and dividing the result by the value of $1.00
accumulated with interest over the valuation period at an effective annual
rate of 4%. The resulting value is then adjusted to reflect that annuity
income amounts are redetermined only on the payment valuation date for that
income change method. The purpose of the adjustment is to equitably apportion
assets of each account among those who receive annuity income for the entire
period between two payment valuation dates for an income change method, and
those who start or stop receiving annuity income under that income change
method between the two dates.
An investment account's net investment factor equals its gross investment
factor minus the separate account charge incurred since the previous
valuation day. An investment account's gross investment factor equals A
divided by B, as follows:
A equals i. the net asset value of the shares in the fund(s)
held by the account as of the end of the valuation day,
excluding the net effect of contractholders' transactions
(i.e., premiums received, benefits paid, and transfers to
and from the account) made during that day; PLUS
ii. investment income and capital gains distributed to the
account; LESS
iii. any amount paid and/or reserved for tax liability
resulting from the operation of the account since the
previous valuation day.
B equals the value of the shares in the fund(s) held by the
account as of the end of the prior valuation day, including the
net effect of contractowners' transactions made during the
prior valuation day.
TAX STATUS OF THE CONTRACT
DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Internal Revenue Code (IRC)
and the regulations under it provide that separate account investments
underlying a contract must be "adequately diversified" for it to qualify as an
annuity contract under IRC section 72. The separate account intends to comply
with the diversification requirements of the regulations under section 817(h).
This will affect how we make investments.
Under the IRC, you could be considered the owner of the assets of the separate
account used to support your contract. If this happens, you'd have to include
income and gains from the separate account assets in your gross income. The IRS
has published rulings stating that a variable contractowner will be considered
the owner of separate account assets if the contractowner has any powers that
the actual owner of the assets might have, such as the ability to exercise
investment control.
Your ownership rights under the contract are similar but not identical to those
described by the IRS in rulings that held that contractowners were not owners of
separate account assets, so the IRS therefore might not rule the same way in
your case. TIAA-CREF Life reserves the right to
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change the contract if necessary to help prevent your being considered the
owner of the separate account's assets.
REQUIRED DISTRIBUTIONS. To qualify as an annuity contract under section 72(s)
of the IRC, a contract must provide that: (a) if any owner dies on or after
we begin making annuity payments but before all amounts under the contract
have been distributed, the remaining amounts will be distributed at least as
quickly as under the method being used when the owner died; and (b) if any
owner dies before we begin making annuity payments, all amounts under the
contract will be distributed within five years of the date of death. So long
as the distributions begin within a year of the owner's death, the IRS will
consider these requirements satisfied for any part of the owner's interest
payable to or for the benefit of a "designated beneficiary" and distributed
over the beneficiary's life or over a period that cannot exceed the
beneficiary's life expectancy. A designated beneficiary is the person the
owner names to assume ownership when the owner dies. A designated beneficiary
must be a natural person, but if a contractowner's spouse is the designated
beneficiary, such spouse can continue the contract when such contractowner
dies.
The contract is designed to comply with section 72(s). TIAA-CREF Life will
review the contract and amend it if necessary to make sure that it continues
to comply with the section's requirements.
PERFORMANCE INFORMATION
TOTAL RETURN INFORMATION FOR THE SEPARATE ACCOUNT
Total return quotations for the investment accounts of the separate account
may be advertised. Total return quotations will reflect all aspects of the
investment account's return. Average annual total returns are determined by
finding the average annual compounded rate of return over a period that
reflects the growth (or decline) in value of a hypothetical $1,000 investment
made at the beginning of the period through the end of that period, according
to the following formula:
n
P(1 + T) = EV
where: P= hypothetical initial payment of $1,000
T= average annual total return
n= number of years in the period
EV = ending value of the hypothetical investment at the end
of the 1, 5, or 10 year period.
To derive the total return quotations from this formula, the percentage net
change in the value of the $1,000 investment from the beginning of the period
to the end of such period ("cumulative total return") is determined.
Cumulative total returns simply reflect the change in value of an investment
over a stated period. Since the accumulation unit value is a "total return"
unit value that reflects the investment experience of the particular
investment account of the separate account and all expense deductions made
against the assets of the separate account, the ending value, or EV, of the
$1,000 hypothetical investment is determined by applying the percentage
change in the accumulation unit value over the period to the hypothetical
initial payment of $1,000 less the current deductions from premiums (0%). We
then solve the equation for T to derive the average annual compounded rate of
return for the separate account over the span of the period, and the
resulting "total return" quotation is carried out to the nearest hundredth of
one percent.
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TOTAL RETURNS
[Performance of each of the variable investment accounts as of September 30,
2000 will be filed by amendment.]
PERFORMANCE COMPARISONS
Performance information for the separate account and its investment accounts
may be compared, in advertisements, sales literature, and reports to
contractowners and annuitants, to the performance information reported by
other investments and to various indices and averages. Such comparisons may
be made with, but are not limited to: (1) the S&P 500, (2) the Dow Jones
Industrial Average ("DJIA"), (3) Lipper Analytical Services, Inc. Mutual Fund
Performance Analysis Reports and the Lipper General Equity Funds Average, (4)
Money Magazine Fund Watch, (5) Business Week's Mutual Fund Scoreboard, (6)
SEI Funds Evaluation Services Equity Fund Report, (7) CDA Mutual Funds
Performance Review and CDA Growth Mutual Fund Performance Index, (8) Value
Line Composite Average (geometric), (9) Wilshire Associates indices, (10)
Frank Russell Co. Inc. indices, (11) the Consumer Price Index, published by
the U.S. Bureau of Labor Statistics (measurement of inflation), (12)
Morningstar, Inc., and (13) the Global Market indices created by Morgan
Stanley, Inc., including the Europe, Australasia, Far East (EAFE) Index, the
EAFE+Canada Index and the International Perspective Index. We may also
discuss ratings or rankings received from these entities, accompanied in some
cases by an explanation of those ratings or rankings, when applicable. In
addition, advertisements may discuss the performance of the indices listed
above.
The performance of the variable investment accounts also may be compared to
other indices or averages that measure performance of other variable
contracts, or other pertinent groups of securities. Contractowners should
keep in mind that the composition of the investments in the reported averages
will not be identical to that of the separate account and that certain
formula calculations (i.e., yield) may differ from index to index. In
addition, there can be no assurance that the separate account will continue
its performance as compared to such indices.
ILLUSTRATING EXPENSE DEDUCTIONS
We may illustrate in advertisements, sales literature and reports to
contractowners or annuitants the effect of an investment fund's expenses on
total return over time. We may do this using a hypothetical investment
earning a specified rate of return. We would show how the total return, net
of expenses, from an investment of the same dollar amount in funds with the
same investment results but different expense deductions varies increasingly
over time. In the alternative, we would show the difference in the dollar
amount of total expense charges paid over time by an investor in two or more
different funds that have the same annual total return but different
asset-based expense charges. We may also compare the separate account's
expense charges to those of other variable annuities and other investment
products.
STATEMENTS AND REPORTS
You will receive a confirmation statement when you remit your premium, or make a
"transfer" or take a lump sum payments, to or from the separate account or among
the variable investment accounts. The statement will show the date and amount of
each transaction.
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You will also receive, at least semi-annually, reports containing the
financial statements of the TIAA-CREF Life Funds and a schedule of
investments held by the TIAA-CREF Life Funds.
GENERAL MATTERS
PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.
We reserve the right to pay in one sum the commuted value of any benefits due
an estate, corporation, partnership, trustee or other entity not a natural
person. Neither TIAA-CREF Life nor the separate account will be responsible
for the conduct of any executor, trustee, guardian, or other third party to
whom payment is made.
BENEFITS BASED ON INCORRECT INFORMATION
If the amounts of benefits provided under a contract were based on
information that is incorrect, benefits will be recalculated on the basis of
the correct data. If any overpayments or underpayments have been made by the
separate account, appropriate adjustments will be made.
PROOF OF SURVIVAL
We reserve the right to require satisfactory proof that anyone named to
receive benefits under a contract is living on the date payment is due. If
this proof is not received after a request in writing, the separate account
will have the right to make reduced payments or to withhold payments entirely
until such proof is received.
STATE REGULATION
TIAA-CREF Life and the separate account are subject to regulation by the
State of New York Superintendent of Insurance ("Superintendent") as well as
by the insurance regulatory authorities of certain other states and
jurisdictions.
TIAA-CREF Life and the separate account must file with the Superintendent
periodic statements on forms promulgated by the State of New York Insurance
Department. The separate account books and assets are subject to review and
examination by the Superintendent and the Superintendent's agents at all
times, and a full examination into the affairs of the separate account is
made at least every five years. In addition, a full examination of the
separate account's operations is usually conducted periodically by some other
states.
LEGAL MATTERS
All matters of applicable state law pertaining to the contracts, including
TIAA-CREF Life's right to issue the contracts, have been passed upon by
Charles H. Stamm, Executive Vice President and General Counsel of TIAA and
CREF. Sutherland Asbill & Brennan LLP, Washington, D.C., has provided advice
on certain matters relating to the federal securities laws.
EXPERTS
The financial statements of TIAA-CREF Life Insurance Company and the separate
account included in this Statement of Additional Information have been
audited by Ernst & Young LLP, independent auditors, as stated in their
reports appearing herein, and have been so included in
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<PAGE>
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing. Ernst & Young LLP is located at 787 Seventh
Avenue, New York, New York 10019.
ADDITIONAL CONSIDERATIONS
Over the past several years, TIAA and CREF have added many new investment
vehicles to their line of products. The growing family of TIAA and CREF
products is designed to provide additional investment options for those who
want to diversify their holdings. Most experts recommend diversification as a
good strategy for retirement and other long-term investing, both because a
diversified portfolio offers a degree of safety from the volatility of
specific markets, and because it allows the investor to benefit from the
potential for growth in several different types of investments.
You should also consider what types of investments are best suited for you
and your current needs. In particular, you should consider the tax treatment
of a variable annuity as compared with a standard mutual fund product. With
annuities, investors are provided the option of lifetime income upon
retirement. However, annuities may have restrictions on withdrawals before
age 59 1/2, and thus may not be suitable for goals other than retirement. We
may compare annuities to mutual funds in sales literature and advertisements.
We may discuss and compare our array of products and services. At such times
we disclose which of our subsidiaries or affiliates issues which products or
types of products, as follows: TIAA-CREF Individual and Institutional
Services, Inc. distributes CREF certificates and interests in the TIAA Real
Estate Account. Teachers Personal Investors Services, Inc. distributes the
variable component of personal annuities, mutual funds and tuition savings
agreements. TIAA and TIAA-CREF Life Insurance Company issue insurance and
annuities. TIAA-CREF Trust Company, FSB provides trust services. We also
disclose that the investment products are not FDIC insured, may lose value
and are not bank guaranteed.
The variety of issues to consider highlights the importance of the support
and services that we provide. These services include: (1) retirement and life
insurance planning expertise from professional counselors rather than
commissioned salespeople; (2) detailed information through quarterly
transaction reports, newsletters and other publications about retirement
planning; and (3) seminars, individual counseling, an Information Center, and
24-hour automated toll-free numbers for transactions and inquiries.
Customer service may be an important consideration for you. In our
advertisements we may report the results of surveys conducted by independent
agencies regarding customer service. We may also use certain testimonials and
quote financial experts, financial and other publications, or other services
regarding our products and services. We may also discuss in advertisements
and sales literature general economic and/or market conditions that may
impact investments in variable annuities.
[Marketing should provide appropriate disclosure for Rule 482]
ADDITIONAL INFORMATION
A registration statement has been filed with the Securities and Exchange
Commission ("SEC"), under the 1933 Act, with respect to the contracts
discussed in the Prospectus and in this
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Statement of Additional Information. Not all of the information set forth in
the registration statement, and its amendments and exhibits has been included
in the Prospectus or this Statement of Additional Information. Statements
contained in this registration statement concerning the contents of the
contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, you should refer to the
instruments filed with the SEC.
FINANCIAL STATEMENTS
Audited financial statements of the separate account and TIAA-CREF Life will
be filed by amendment.
TIAA-CREF Life's financial statements should be considered only as bearing
upon TIAA-CREF Life's ability to meet its obligations under the contracts.
They should not be considered as bearing on the investment performance of the
assets held in the separate account.
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INDEX TO FINANCIAL STATEMENTS
[to be filed by amendment]
<TABLE>
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<S> <C>
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
AUDITED FINANCIAL STATEMENTS - STOCK INDEX ACCOUNT
DECEMBER 31, 1999:..................................................B-
Report of Management Responsibility.............................B-
Report of Independent Auditors..................................B-
Statement of Assets and Liabilities.............................B-
Statement of Operations.........................................B-
Statement of Changes in Net Assets..............................B-
Notes to Financial Statements...................................B-
AUDITED FINANCIAL STATEMENTS - GROWTH EQUITY, GROWTH & INCOME,
INTERNATIONAL EQUITY, SOCIAL CHOICE EQUITY ACCOUNTS
MARCH 10, 2000:
Report of Management Responsibility.............................B-
Report of Independent Auditors..................................B-
Statement of Assets and Liabilities.............................B-
Statement of Operations.........................................B-
Statement of Changes in Net Assets..............................B-
Notes to Financial Statements...................................B-
TIAA-CREF LIFE INSURANCE COMPANY
AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS
DECEMBER 31, 1999:
Report of Management Responsibility.............................B-
Report of Independent Auditors..................................B-
Balance Sheets..................................................B-
Statements of Operations........................................B-
Statement of Changes in Capital and Surplus.....................B-
Statements of Cash Flows........................................B-
Notes to Statutory-Basis Financial Statements...................B-
</TABLE>
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PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Part A: None
Part B: Includes the following financial statements of the Separate
Account and TIAA-CREF Life Insurance Company:
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
Audited Financial Statements - Stock Index Account
December 31, 1999:.........................................
Report of Management Responsibility................. B-
Report of Independent Auditors...................... B-
Statement of Assets and Liabilities................. B-
Statement of Operations............................. B-
Statement of Changes in Net Assets.................. B-
Notes to Financial Statements....................... B-
Audited Financial Statements -
Growth Equity, Growth & Income, International Equity,
Social Choice Accounts
March 10, 2000: ........................................... B-
Report of Management Responsibility................. B-
Report of Independent Auditors...................... B-
Statement of Assets and Liabilities................. B-
Statement of Operations............................. B-
Statement of Changes in Net Assets.................. B-
Notes to Financial Statements....................... B-
TIAA-CREF LIFE INSURANCE COMPANY
(formerly, TIAA Life Insurance Company)
Audited Statutory-Basis Financial Statements
December 31, 1999, 1998 and 1997:
Report of Management Responsibility................. B-
Report of Independent Auditors...................... B-
Balance Sheets...................................... B-
Statements of Operations............................ B-
Statement of Changes in Capital and Surplus......... B-
Statements of Cash Flows............................ B-
Notes to Statutory-Basis Financial Statements....... B-
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(b) Exhibits
(1) Resolutions of the Board of Directors of TIAA-CREF
Life establishing the Registrant (1)
(2) None
(3) (A) Distribution Agreement by and among
TIAA-CREF Life, TIAA-CREF Life on behalf
of the Registrant, and Teachers Personal
Investors Services, Inc. (TPIS) *
(B) Selling Agreement between TPIS and
TIAA-CREF Individual and Institutional
Services, Inc. and Amendment thereto (1)
(4) Forms of TIAA-CREF Life Single Premium Immediate
Annuity (SPIA) Contracts
(A) One-Life Immediate Annuity contract
(B) Two-Life Immediate Annuity contract
(C) Fixed Period Immediate Annuity contract
(5) Forms of Application for the SPIA Contracts*
(6) (A) Charter of TIAA-CREF Life (2)
(B) Bylaws of TIAA-CREF Life (2)
(7) None
(8) Participation/Distribution Agreement with TIAA-CREF
Life Funds (2)
(9) Consent of Charles H. Stamm, Esquire *
(10) (A) Consent of Sutherland Asbill & Brennan LLP *
(B) Consent of Ernst & Young LLP*
(11) None
(12) None
(13) Schedule of Computation of Performance Information *
(14) Financial Data Schedule - not required
-----------------
* To be filed by amendment.
(1) Previously filed as part of the initial filing of the Registration
Statement on Form N-4 for the Personal Annuity Select variable annuity
contracts, dated August 18, 1998 (File No. 333-61761).
(2) Previously filed as part of the Pre-Effective Amendments Nos. 1 and 2
to the Registration Statement on Form N-4 for the Personal Annuity
Select variable annuity contracts, dated December 7, 1998 and December
22, 1998, respectively (File No. 333-61761).
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND PRINCIPAL BUSINESS ADDRESS WITH THE DEPOSITOR
<S> <C>
Scott C. Evans Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
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<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND PRINCIPAL BUSINESS ADDRESS WITH THE DEPOSITOR
<S> <C>
Dennis D. Foley Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Martin E. Galt, III Director and Executive Vice President
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Richard L. Gibbs Director, Executive Vice President and Chief
TIAA-CREF Life Insurance Company Financial Officer
730 Third Avenue
New York, New York 10017-3206
Don W. Harrell Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Larry D. Hershberger Director, Senior Vice President
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Matina S. Horner Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Martin L. Leibowitz Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
John J. McCormack Director, Chairman, President and Chief
TIAA-CREF Life Insurance Company Executive Officer
730 Third Avenue
New York, New York 10017-3206
Larry Rubin Director and Chief Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
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<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND PRINCIPAL BUSINESS ADDRESS WITH THE DEPOSITOR
<S> <C>
John A. Somers Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Charles H. Stamm Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Mary Ann Werner Director and Executive Vice President
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Richard J. Adamski Vice President
TIAA-CREF Life Insurance Company and Treasurer
730 Third Avenue
New York, New York 10017-3206
Morlee Miller Chief Administrative Officer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Michael T. O'Kane Chief Investment
TIAA-CREF Life Insurance Company Officer
730 Third Avenue
New York, New York 10017-3206
Gary Chinery Assistant Treasurer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Kathy VanNoy Pineda Director, Compliance
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Roderic Eaton Assistant Investment Officer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
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<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND PRINCIPAL BUSINESS ADDRESS WITH THE DEPOSITOR
<S> <C>
Martin Snow Illustration Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Matthew Daitch Assistant Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Mark L. Serlen Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Benjamin Leiser Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Bruce Wallach Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Roger Vellekamp Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Edward J. Leahy Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT
TIAA-CREF Life Insurance Company, the depositor, is a
direct wholly-owned subsidiary of TIAA-CREF Enterprises, Inc., a direct
wholly-owned subsidiary of Teachers Insurance and Annuity Association of
America (TIAA). The following companies are subsidiaries of TIAA and are
included in the consolidated financial statements of TIAA. All TIAA
subsidiary companies are Delaware corporations, except as indicated. All
trusts are Pennsylvania business trusts.
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BT Properties, Inc.
College Credit Trust
DAN Properties, Inc.
ETC Repackaging, Inc.
Illinois Teachers Properties, Inc.
JV Florida One, Inc.
JV Florida Four, Inc.
JV Georgia One, Inc.
JV Michigan Two, Inc.
JV Michigan Three, Inc.
JV Minnesota One, Inc.
JV North Carolina One, Inc.
JWL Properties, Inc.
Liberty Place Retail, Inc.
Liberty Place Retail II, Inc.
Light Street Partners, LLP
Macallister Holdings, Inc.
M.O.A. Enterprises, Inc.
M.O.A. Investors I, Inc.
ND Properties, Inc.
OWP Hawaii, LLC
Rouse-Teachers Holding Company
Rouse-Teachers Land Holdings, Inc.
Savannah Teachers Properties, Inc.
T114 Properties, Inc.
T-Investment Properties Corp.
T-Land Corp.
TCT Holdings, Inc.
Teachers Advisors, Inc.
Teachers Boca Properties II, Inc.
Teachers Boca Properties III, Inc.
Teachers Mayflower, LLC
Teachers Pennsylvania Realty, Inc.
Teachers Personal Investors Services, Inc.
Teachers Properties, Inc.
Teachers REA, LLC
Teachers REA II, LLC
Teachers REA III, LLC
Teachers REA IV, LLC
Teachers Realty Corporation
Teachers West, LLC
TEO-NP, LLC TIAA Realty, Inc.
TIAA Retail Commercial, LLC
TIAA Timberlands I, LLC
TIAA Timberlands II, LLC
TIAA-CREF Enterprises, Inc.
TIAA-CREF Individual & Institutional Services, Inc.
TIAA-CREF Investment Management, LLC
TIAA-CREF Life Insurance Company
TIAA-CREF Tuition Financing, Inc.
TIAA-CREF Trust Company, FSB
TIAA-Fund Equities, Inc.
TPI Housing, Inc.
Washington Teachers Properties II, Inc.
WRC Properties, Inc.
730 Texas Forest Holdings, Inc.
485 Properties, LLC
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(1) All subsidiaries are Delaware corporations except as follows:
A) Pennsylvania non-stock, non-profit corporations:
Liberty Place Retail, Inc.
Teachers Pennsylvania Realty, Inc.
Teachers Realty Corporation
B) College Credit Trust, a New York Trust
C) TIAA-CREF Life Insurance Company is a New York corporation.
D) TIAA-CREF Trust Company, FSB is a Federal Savings Bank.
E) Rouse-Teachers Holding Company is a Nevada corporation.
F) Rouse-Teachers Land Holdings, Inc is a Maryland corporation.
(2) All subsidiaries are 100% owned directly by TIAA, except as follows:
A) TIAA-CREF Enterprises, Inc. owns 100% of the stock of Teachers Advisors,
Inc., Teachers Personal Investors Services, Inc., TIAA-CREF Life Insurance
Company, TIAA-CREF Tuition Financing, Inc. and TCT Holdings, Inc.
B) TCT Holdings, Inc. owns 100% of TIAA-CREF Trust Company, FSB.
C) Macallister Holdings, Inc. owns 100% of T-Investment Properties Corp. and
T-Land Corp.
D) Teachers Properties, Inc. owns 100% of TPI Housing, Inc. and 95% of
Rouse-Teachers Holding Company.
E) Rouse-Teachers Holding Company owns 100% of Rouse-Teachers Land Holdings,
Inc.
(3) All subsidiaries have as their sole purpose the ownership of
investments which could, pursuant to New York State Insurance Law, be owned by
TIAA itself, except the following:
A) Teachers Advisors, Inc., which provides investment advice for the
Registrant and others.
B) Teachers Personal Investors Services, Inc., which provides broker-dealer
services for the Registrant and others.
C) TIAA-CREF Investment Management, LLC, which provides investment advice
for College Retirement Equities Fund.
D) TIAA-CREF Individual & Institutional Services, Inc., which provides
broker-dealer and administrative services for College Retirement Equities
Fund.
E) TCT Holdings, Inc., which is a unitary thrift holding company, was formed
for the sole purpose of holding stock of a federal chartered savings bank.
F) TIAA-CREF Life Insurance Company, which is a subsidiary life insurance
company of TIAA, is licensed under the State of New York to market certain
life insurance products not currently offered by TIAA.
G) TIAA-CREF Trust Company, FSB which is a federal chartered savings bank.
H) TIAA-CREF Tuition Financing, Inc. which was formed to administer tuition
assistance plans.
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ITEM 27. NUMBER OF CONTRACTOWNERS
There currently are no owners of contracts of the class offered by this
Registration Statement.
ITEM 28. INDEMNIFICATION
The TIAA-CREF Life bylaws provide that TIAA-CREF Life will indemnify, in
the manner and to the fullest extent permitted by law, each person made or
threatened to be made a party to any action, suit or proceeding, whether or
not by or in the right of TIAA-CREF Life, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that he or
she or his or her testator or intestate is or was a director, officer or
employee of TIAA-CREF Life, or is or was serving at the request of TIAA-CREF
Life as director, officer or employee of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, if such
director, officer or employee acted, in good faith, for a purpose which he
reasonably believed to be in, or in the case of service for any other
corporation or any partnership, joint venture trust, employee benefit plan or
other enterprise, not opposed to, the best interests of TIAA-CREF Life and in
criminal actions or proceedings, in addition, had no reasonable cause to
believe his or her conduct was unlawful. To the fullest extent permitted by
law such indemnification shall include judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees. No payment of
indemnification, advance or allowance under the foregoing provisions shall be
made unless a notice shall have been filed with the Superintendent of
Insurance of the State of New York not less than thirty days prior to such
payment specifying the persons to be paid, the amounts to be paid, the manner
in which payment is authorized and the nature and status, at the time of such
notice, of the litigation or threatened litigation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to officers and directors of the Depositor,
pursuant to the foregoing provision or otherwise, the Depositor has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Depositor of expenses
incurred or paid by a director or officer in connection with the successful
defense of any action, suit or proceeding) is asserted by a director or
officer in connection with the securities being registered, the Depositor
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 that Act and will be governed by the final adjudication of such
issue.
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ITEM 29. PRINCIPAL UNDERWRITERS
(a) Teachers Personal Investors Service, Inc. ("TPIS"), acts as
principal underwriter for Registrant, TIAA Separate Account VA-1, TIAA-CREF
Life Funds, TIAA-CREF Mutual Funds, and TIAA-CREF Institutional Mutual Funds.
(b) The officers of TPIS and their positions and offices with TPIS and
the Registrant are listed in Schedule A of Form BD as currently on file with
the Commission (File No. 8-47051), the text of which is hereby incorporated
by reference.
(c) Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained at the Registrant's home office, 730 Third Avenue, New York, New
York 10017, and at other offices of the Registrant located at 750 Third
Avenue and 485 Lexington Avenue, both in New York, New York 10017. In
addition, certain duplicated records are maintained at Pierce Leahy Archives,
64 Leone Lane, Chester, New York 10918.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) The Registrant undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more
than 16 months old for so long as payments under the variable annuity
contracts may be accepted.
(b) The Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2)
a postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of
Additional Information.
(c) The Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.
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(d) TIAA-CREF Life represents that the fees and charges deducted under
the Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
TIAA-CREF Life.
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SIGNATURES
As required by the Securities Act of 1933 and the
Investment Company Act of 1940, TIAA-CREF Life Separate Account VA-1 has duly
caused this Registration Statement to be signed on its behalf, in the City of
New York and State of New York on the 20th day of September, 2000.
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
By: TIAA-CREF Life Insurance Company
(On behalf of the Registrant and itself)
By: /S/ JOHN J. MCCORMACK
----------------------
Name: John J. McCormack
Title: Chairman, President and
Chief Executive Officer
As required by the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ JOHN J. MCCORMACK Chairman, President and Chief Executive 9/20/2000
---------------------- Officer (Principal Executive Officer) and
John J. McCormack Director
/S/ RICHARD L. GIBBS Executive Vice President and Chief 9/20/2000
--------------------- Financial Officer (Principal Financial
Richard L. Gibbs and Accounting Officer) and Director
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE OF DIRECTOR DATE SIGNATURE OF DIRECTOR DATE
--------------------- ---- --------------------- ----
<S> <C> <C> <C>
/S/ SCOTT C. EVANS 9/20/2000 /S/ MARTIN L. LEIBOWITZ 9/20/2000
------------------- ------------------------
Scott C. Evans Martin L. Leibowitz
/S/ DENNIS D. FOLEY 9/20/2000 /S/ JOHN J. MCCORMACK 9/20/2000
-------------------- ----------------------
Dennis D. Foley John J. McCormack
/S/ MARTIN E. GALT, III 9/20/2000 /S/ LARRY RUBIN 9/20/2000
------------------------ ----------------
Martin E. Galt, III Larry Rubin
/S/ RICHARD L. GIBBS 9/20/2000 /S/ JOHN A. SOMERS 9/20/2000
--------------------- -------------------
Richard L. Gibbs John A. Somers
/S/ DON W. HARRELL 9/20/2000 /S/ CHARLES H. STAMM 9/20/2000
------------------- ---------------------
Don W. Harrell Charles H. Stamm
/S/ LARRY D. HERSHBERGER 9/20/2000 /S/ MARY ANN WERNER 9/20/2000
------------------------- --------------------
Larry D. Hershberger Mary Ann Werner
/S/ MATINA S. HORNER 9/20/2000
---------------------
Matina S. Horner
</TABLE>
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EXHIBIT INDEX
(4) Forms of TIAA-CREF Life Single Premium Immediate Annuity (SPIA)
Contracts
(A) One-Life Immediate Annuity contract
(B) Two-Life Immediate Annuity contract
(C) Fixed Period Immediate Annuity contract
