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As filed with the Securities and Exchange Commission on August 31, 1999.
Registration No. 811-09115
AMENDMENT NO. 1
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
LEGACY BUILDER VARIABLE LIFE SEPARATE ACCOUNT
---------------------------------------------
(Name of Unit Investment Trust)
PFL LIFE INSURANCE COMPANY
--------------------------
(Name of Depositor)
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
------------------------
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein.
Page 1 of 33 Pages
<PAGE>
I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Legacy Builder Variable Life Separate Account (the "Separate
Account")
The Separate Account has no Internal Revenue Service employer
identification number.
(b) Furnish title of each class or series of securities issued by the
trust.
Legacy Builder II is a modified single premium variable life
insurance policy. It may be purchased as an individual or joint
and last survivor life insurance policy. Legacy Builder Plus is
a flexible premium variable life insurance policy that may be
purchased as an individual life insurance policy. ("Policy" or
Policies")
2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification number of each depositor of the
trust.
PFL Life Insurance Company ("PFL")
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
Internal Revenue Service Employer
Identification Number: 39-0989781
3. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.
Not applicable.
4. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Distribution of the Policies has not commenced. When
distribution commences, the principal underwriter will be AFSG
Securities Corporation ("AFSG"), 4425 North River Blvd., NE,
Cedar Rapids, Iowa 52402.
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Internal Revenue Service Employer
Identification Number: 23-2421076
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Iowa
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The Board of Directors of PFL established the Legacy Builder
Variable Life Separate Account under the laws of Iowa as a
separate investment account pursuant to a Written Consent dated
November 20, 1998. The Separate Account is subject to regulation
by the Iowa Commissioner of Insurance.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by
the custodian or trustee.
Not applicable
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account's name has never been changed.
8. State the date on which the fiscal year of the trust ends.
Not applicable.
Material Litigation
- -------------------
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are
the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of, or one of, a group which
in the aggregate is material.
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There are no pending legal proceedings commenced by, or known to be
contemplated by, a governmental authority and no pending legal
proceedings, material with respect to prospective purchasers of the
Policies, to which the Separate Account, the depositor or the
principal underwriter is a party to or to which the Separate Account's
assets are subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
- ----------------------------------------------------------------------------
Holders
- -------
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the registered type insofar as
the Policies are personal to the owner of the Policies ("Owner")
and the records concerning the Owner are maintained by or on
behalf of PFL.
(b) Whether the securities are of the cumulative or distributive type.
The Policies are of the cumulative type, providing for no
distribution of income, dividends, or capital gains. Such
amounts are not separately identifiable but are reflected in the
cash value and death benefits under a Policy at any time.
(c) The rights of security holders with respect to withdrawal or
redemption.
Legacy Builder II. Incorporated herein by reference to the
-----------------
prospectus filed on November 30, 1998 (the "LB II Prospectus") as
part of a registration statement on Form S-6 under the Securities
Act of 1933 (File No. 333-68087) (the "Registration Statement")
describing modified single premium variable life insurance
policies, specifically, the section entitled "Surrenders and
Partial Withdrawals."
Legacy Builder Plus. Incorporated herein by reference to the
--------------------
prospectus filed August 31, 1999 (the "LB Plus Prospectus") as
part of the registration statement on Form S-6 under the
Securities Act of 1933 (File
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No. 333-86231) (the "Registration Statement") describing a
flexible premium variable life insurance policy, specifically,
the section entitled "Full and Partial Surrenders."
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the sections of the LB II
Prospectus entitled "Addition, Deletion, or Substitution of
Investments," "Canceling a Policy," "Policy Values - Subaccount
Value," "Transfers," "Loans," "Surrenders and Partial
Withdrawals," and "Policy Termination."
Incorporated herein by reference to the sections of the LB Plus
Prospectus entitled "The Variable Account," "Canceling a Policy,"
"Policy Values Subaccount Value," "Transfers," "Loans," "Full
and Partial Surrenders," and "Policy Termination."
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults or defaults by security holders in making
principal payments, and with respect to reinstatement.
Incorporated herein by reference to the section of the LB II and
LB Plus Prospectuses entitled "Policy Lapse and Reinstatement."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and
the relationship of such persons to the trust.
Incorporated herein by reference to the section of the LB II
Prospectus entitled "The Separate Account and the Portfolios -
Your Right to Vote Portfolio Shares."
Incorporated herein by reference to the section of the LB Plus
Prospectus entitled "The Variable Account and the Portfolios
Your Right to Vote Portfolio Shares."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the trust.
(3) the provisions of any indenture or agreement of the trust.
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(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the section of the LB II
Prospectus entitled "The Separate Account and the Portfolios."
Incorporated herein by reference to the section of the LB Plus
Prospectus entitled "The Variable Account and the Portfolios."
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the LB II Prospectus section
entitled "The Separate Account and the Portfolios."
Incorporated herein by reference to the LB Plus Prospectus
section entitled "The Variable Account and the Portfolios."
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the LB II and LB Plus
Prospectuses sections entitled "The Policy," "Premiums," "Policy
Values," "Death Benefit," and "Other Policy Information.
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Information Concerning the Securities Underlying the Trust's Securities
- -----------------------------------------------------------------------
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
Incorporated herein by reference to the section of the LB II
Prospectus entitled "The Separate Account and the Portfolios."
Incorporated herein by reference to the section of the LB Plus
Prospectus entitled "The Variable Account and the Portfolios."
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish
the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been the
underlying securities.
Incorporated herein by reference to the section of the LB II
Prospectus entitled "The Separate Account and the Portfolios."
Incorporated herein by reference to the section of the LB Plus
Prospectus entitled "The Variable Account and the Portfolios."
Information Concerning Load, Fees, Charges and Expenses
- -------------------------------------------------------
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
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(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the sections of the LB II and
LB Plus Prospectuses entitled "Policy Summary," "Charges and
Deductions," and "Portfolio Annual Expense Table."
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.
See answer to Item 13(a).
---
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or exemptive
order that reflect scheduled variations in, or elimination of, the
sales load; and identify each class of individuals or transactions to
which such plans apply.
See answer to Item 13(a).
---
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of
the depositor, trustee, custodian or principal underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment,
reinstatement, replacing lost certificates, etc.)
See Item 10(e).
---
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or underlying
securities or interests in underlying securities, and
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describe ties or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
Neither PFL, AFSG nor any of their affiliates will receive any
profits or benefits not included in Item 13(a) above. PFL will
compensate certain persons, including PFL and AFSG agents for
services in connection with the selling and servicing of the
Policies, but such compensation will be paid from PFL's general
account.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered
by the financial statements filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
- --------------------------------------------------
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy -- Purchasing a Policy."
15. Described the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the sections of the
Prospectus entitled "The Policy," and "Premiums."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the sections of the LB II
Prospectus entitled "The Separate Account and the Portfolios,"
and "Policy Values."
Incorporated herein by reference to the sections of the LB Plus
Prospectus entitled "The Variable Account and the Portfolios,"
and "Policy Values."
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
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The procedures with respect to withdrawals or redemption of
security holders are described in response to Items 10(c), (d),
and (i).
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
PFL is required to process all surrender requests as described in
Item 10(c). The underlying funds will redeem its shares upon
PFL's request in accordance with the Investment Company Act of
1940.
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
A Policy, once totally surrendered, may not be resold or
reinstated.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the sections of the LB II
Prospectus entitled "The Separate Account," and "PFL's Executive
Officers and Directors."
Incorporated herein by reference to the sections of the LB Plus
Prospectus entitled "The Variable Account, and "PFL's Executive
Officers and Directors."
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of the LB II
Prospectus entitled "The Separate Account."
Incorporated herein by reference to the section of the LB Plus
Prospectus entitled "The Variable Account."
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
of same.
10
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The part of the premium placed in the Separate Account
constitutes certain reserves for benefits under the Policy.
These are actuarial reserves for future benefits payable under
the Policies.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made, describe the nature thereof, the
account charged and the basis of determining the amount of such
charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the section of the LB II and
LB Plus Prospectuses entitled "Records."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
PFL acts as custodian. There are no provisions relating to the
removal or resignation of the custodian or the failure of the
custodian to perform its duties, obligations and functions.
11
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(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Separate Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or resignation of
the depositor or the failure of the depositor to perform its
duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a
successor depositor and the procedure if a successor depositor is
not appointed.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the section of the LB II and
LB Plus Prospectuses entitled "Loans."
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person
of the foregoing.
See paragraph (a) of this Item.
---
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of
the foregoing and the aggregated amount of loans in default at the end
of the last fiscal year covered by financial statements filed
herewith.
Loans are available to Owners only in accordance with the loan
provisions of the Policies. See paragraph (a) of this Item.
---
12
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22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
A blanket bond in the amount of $10 million (subject to a $1
million deductible), covering directors, officers and all
employees of AEGON USA, Inc. and its affiliates has been issued
to PFL and its affiliates. A Stockbrokers Blanket Bond, issued to
AEGON USA, Inc. providing fidelity coverage, covers the
activities of registered representatives of AFSG to a limit of
$10 million (subject to a $50,000 deductible).
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Incorporated herein by reference to the sections of the LB II and
LB Plus Prospectuses entitled " Other Policy Information," and
"Additional Information."
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
- ----------------------------------------
25. State the form or organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
PFL is a stock life insurance company domiciled in Iowa. PFL was
incorporated under Iowa law on April 19, 1961 as a wholly owned
indirect subsidiary of AEGON USA, Inc.
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26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company.
Not applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstance surrounding such cessation.
PFL is engaged in the business of issuing life insurance policies
and annuity contracts, and is licensed to do business in the
District of Columbia, Guam and all states except New York. PFL
has filed the Policy described in this prospectus with insurance
officials in those jurisdictions in which the Policies are sold.
Officials and Affiliated Persons of Depositor
- ---------------------------------------------
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities of
the depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor of the
trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person named above is presently
officer, director, or partner.
See answer to Item 28(b) and Item 29.
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(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
See the table below.
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PFL's Executive Officers and Directors
PFL is governed by a board of directors. The following table sets forth
the name, address and principal occupation during the past five years of each of
PFL's executive officers and directors.
Board of Directors
<TABLE>
<CAPTION>
Principal Occupation During
Name and Address Position with PFL Past 5 years
<S> <C> <C>
William L. Busler* Director, Chairman of the Board, Director, Chairman of the
and President Board, and President
Larry N. Norman* Director, Executive Vice President Director, Executive Vice
President
Patrick S. Baird* Director, Senior Vice President, Executive Vice President
and Chief Operating Officer (1995-present), Chief
Operating Officer
(1996-present), Chief
Financial Officer (1992-1995),
Vice President and Chief Tax
Officer (1984-1995) of AEGON
USA.
Douglas C. Kolsrud* Director, Senior Vice President, Director, Senior Vice
Chief Investment Officer and President, Chief Investment
Corporate Actuary Officer and Corporate Actuary
Craig D. Vermie Director, Vice President, Secretary Director, Vice President,
and General Counsel Secretary and General Counsel
</TABLE>
* Located at PFL Life Insurance Company, 4333 Edgewood Road, NE, Cedar Rapids,
IA 52449.
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The following table gives the name, address and principal occupation during the
past five years of the senior officers of PFL (other than officers listed above
as directors).
Senior Officers
<TABLE>
<CAPTION>
Principal Occupation During
Name and Address Position with PFL Past 5 years
<S> <C> <C>
Robert J. Kontz* Vice President and Corporate Vice President and Corporate
Controller Controller
Brenda K. Clancy Vice President, Treasurer and Vice President, Treasurer and
Chief Financial Officer Chief Financial Officer
</TABLE>
* Located at PFL Life Insurance Company, 4333 Edgewood Road, NE, Cedar Rapids,
IA 52449.
Companies Owning Securities of Depositor
- ----------------------------------------
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of the
depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
PFL is a stock life insurance company that is a wholly owned indirect
subsidiary of AEGON USA, Inc. AEGON USA, Inc. Is a wholly owned
indirect subsidiary of AEGON N.V., a Netherlands corporation that is a
publicly traded international insurance group. PFL's principal office
is located at 4333 Edgewood Road, NE, Cedar Rapids, IA 52449.
Controlling Persons
- -------------------
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor.
None.
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Compensation of Officers and Directors of Depositor
- ---------------------------------------------------
Compensation of Officers
- ------------------------
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Not applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Separate Account.
Compensation of Directors
- -------------------------
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
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Compensation to Employees
- -------------------------
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not applicable. See Item 31.
---
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(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statement filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33(a)): (1) Sales
managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Note applicable. See Item 31.
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Compensation to Other Persons
- -----------------------------
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.
Not applicable.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
- --------------------------
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discounted, indicating by appropriate letter the status with
respect to each state.
The Policies are offered in Guam, the District of Columbia and
all states with the exception of New York.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not applicable.
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37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
AFSG, is the principal underwriter of the Policy. The Policy
will be sold by individuals who are licensed as PFL's life
insurance agents and who are also registered representatives of
broker-dealers having written sales agreements for the Policy
with AFSG.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
See Exhibit A(3)(b) incorporated herein by reference to Post-
---
Effective Amendment No. 4 to the Registration Statement on Form
N-4 (File Number 333-7509), filed on April 30, 1998.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesman, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
19
<PAGE>
See Exhibit A(3)(a) incorporated herein by reference to Post-
---
Effective Amendment No. 4 to the Registration Statement on Form
N-4 (File Number 333-7509), filed on April 30, 1998.
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
AFSG is a Pennsylvania corporation located at 4425 North River
Boulevard, NE, Cedar Rapids, Iowa 52402, that is registered with
the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
AFSG is a member of the National Association of Securities
Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
20
<PAGE>
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
Upon effectiveness of the registration statements for the
Policies, AFSG will act as principal underwriter of the Policies.
AFSG is registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. AFSG also
serves as principal underwriter for other separate accounts
offering variable life policies of PFL and affiliates.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not applicable. Securities of the Separate Account have not yet
been distributed by the principal underwriter or any of its
representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter: (a) name and principal business address; (b) position
with principal underwriter; (c) ownership of securities of the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
21
<PAGE>
Offering Price or Acquisition Valuation of Securities of the Trust
- ------------------------------------------------------------------
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Incorporated herein by reference to the sections of the LB II
Prospectus entitled "PFL and the Fixed Account," "The Separate
Account and the Portfolios," "Policy Values," and "Transfers."
Incorporated herein by reference to the sections of the LB Plus
Prospectus entitled "PFL and the Fixed Account," "The Variable
Account and the Portfolios," "Policy Values," and "Transfers."
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Not applicable.
22
<PAGE>
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
Incorporated herein by reference to the LB II and LB Plus
Prospectuses section entitled "Premiums."
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
- -----------------------------------------------
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities.
See Item 44(a)(1).
---
(2) Whether opening, closing, bid, asked or any other price is used.
See Item 44(a)(2).
---
(3) Whether price is as of the day of sale or as of any other time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See Item 44(a)(4) and 18(c).
---
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
See Answer to Item 10(c).
---
23
<PAGE>
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest
practicable date.
No policies have yet been offered for sale to the public.
Purchase and Sale of Interests in Underlying Securities from and to Security
- ----------------------------------------------------------------------------
Holders
- -------
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of
valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
Shares of the underlying funds are purchased at net asset
value. These shares are currently available as an investment
medium for variable annuity policies and variable life policies
issued by PFL or other unaffiliated insurance companies. The
underlying funds sell and redeem their shares at net asset
value; and do not impose a sales charge.
V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
24
<PAGE>
(d) Name of governmental supervising or examining authority.
Not applicable.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of the insurance company are set forth in
Item 2.
(b) The types of Policies and whether individual or group Policies.
The Policies are modified single premium variable life insurance,
which PFL may issue on an individual basis and joint and last
survivor basis and flexible premium variable life insurance,
which may be issued on an individual basis.
(c) The types of risks insured and excluded.
See Item 10(i). PFL assumes the risk that the deductions made
---
for insurance risks will prove inadequate to cover actual
insurance costs. PFL also assumes the risk that deductions for
expenses may be inadequate to pay for the services and benefits
provided under the Policies.
25
<PAGE>
(d) The coverage of the Policies.
See Paragraph (c) of this Item. The minimum specified amount is
---
stated in the Policy. Life insurance proceeds will be reduced by
any outstanding indebtedness and any due and unpaid charges.
(e) The Beneficiaries of such Policies and the uses to which the proceeds
of Policies must be put.
The recipient of the benefits of the insurance undertakings
described in the Answer to Items 10(i) and 51(c) is either the
Owner or the Beneficiary specified in the Policy. There are no
restrictions on the use of the proceeds other than those
established by the Owner.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in the Answer to Item 51(c)
are an integral part of the Policy and may not be terminated
while the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
See Answers to Items 13(a) and 13(d) for the amount of charges
---
imposed. See Items 10(c), 10(i) and 44(c) for the manner in
---
which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No person other than PFL receives any part of the amounts
deducted for assumption of mortality and expense risks.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
26
<PAGE>
VII.
CONTRACT OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be
employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian, and any principal
underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture
or agreement, describe briefly the method of selection of such person.
See Answers to Items 10(g) and 10(h) regarding PFL's right to
---
substitute any other investment for shares of any portfolio of
the underlying funds or Units of any series of the Trust.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith.
Not applicable.
(c) Describe the Policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
Policy of concentration of investment in a particular industry or
group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
27
<PAGE>
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the Policy of the registrant in this
regard.
See Answer to Items 10(g) and 10(h).
---
(d) Furnish a description of any Contract (exclusive of Policies covered
by paragraphs (a) and (b) herein) of the trust which is deemed a
matter of fundamental contract and which is elected to be treated as
such.
None.
Regulated Investment Company
- ----------------------------
53. (a) State the taxable status of the trust.
PFL is taxed as a life insurance company under art I of
Subchapter L of the Internal Revenue Code ("Code"). The Separate
Account is treated as part of PFL and, accordingly, will not be
taxed separated as a "regulated investment company" under
Subchapter M of the Code.
Section 817(h) of the code authorizes the Treasury to set
standards by regulation or otherwise for the investments of a
separate account to be "adequately diversified" in order for a
variable life policy to be treated as a life insurance contract
for Federal tax purposes. The Separate Account, through the
underlying funds, intends to comply with the diversification
requirements prescribed by the Treasury in Reg. Sec. 1.817-5,
which affect how an underlying fund's assets may be invested.
PFL believes that the underlying funds will be operated in
compliance with the requirements prescribed by the Treasury.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualifications during the current taxable year.
Not applicable. See Answer to Item 53(a).
---
28
<PAGE>
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
Not applicable.
29
<PAGE>
59. Financial Statements:
Financial Statements of the Trust
---------------------------------
The Trust has not yet commenced operations and, therefore,
financial statements are not available at this time.
Financial Statements of the Depositor
-------------------------------------
The financial statements of PFL Life Insurance Company will be
provided in a Pre-Effective Amendment to the Registration
Statement.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust was
organized or issued securities.
Incorporated herein by reference to the Legacy Builder Variable
Life Separate Account Registration Statement on Form S-6 filed on
November 30, 1998 (File Number 333-68087).
(2) The indenture or agreement pursuant to which the proceeds of payments
of securities are held by the custodian or trustee, if such indenture
or agreement is not the same as the indenture or agreement referred to
in paragraph (1).
Not applicable.
(3) Distributing policies:
(a) Agreements between the Trust and principal underwriter or between
the depositor and principal underwriter.
(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
30
<PAGE>
(c) Schedules of sales commissions.
Incorporated herein by reference to the Legacy Builder Variable
Life Separate Account Registration Statement on Form S-6 filed on
November 30, 1998 (File Number 333-68087).
(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreement set forth in
paragraphs (1), (2) and (3) with respect to the Trust or its
securities.
Not applicable.
(5) The form of each type of security.
Legacy Builder II. Incorporated herein by reference to the Legacy
Builder Variable Life Separate Account Registration Statement on
Form S-6 filed on November 30, 1998 (File Number 333-68087).
Legacy Builder Plus. Incorporated herein by reference to the
Legacy Builder Variable Life Separate Account Registration
Statement on Form S-6 filed on August 31, 1999 (File Number
333-86231).
(6) The certificate of incorporation or other instrument of organization
and by-laws of the depositor.
Incorporated herein by reference to the Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-3 (File Number
333-36297) filed on February 27, 1998.
(7) Any insurance policy between the Trust and the insurance company or
between the depositor and the insurance company, together with the
table of insurance premiums.
Not applicable.
(8) Any agreement between the Trust or the depositor concerning the Trust
with the issuer, depositor, principal underwriter or investment
adviser of any underlying investment company or any affiliated person
of such persons.
Incorporated herein by reference to the following Registration
Statement filings:
Registration Statement on Form S-6 (File Number 333-68087) filed
on November 30, 1998;
31
<PAGE>
Post-Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File Number 333-26209) filed on April 29, 1998;
Post-Effective Amendment No. 4 to the Registration Statement on
Form N-4 (File Number 333-7509) filed on April 30, 1998; and
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File Number 333-7509) filed on December 6, 1996.
(9) All other material policies not entered into in the ordinary course of
business of the Trust or of the depositor concerning the Trust.
Not applicable.
(10) Form of application for a periodic payment plan certificate.
Legacy Builder II. Incorporated herein by reference to the
Registration Statement on Form S-6 (File Number 333-68087) filed
on November 30, 1998.
Legacy Builder Plus. Incorporated herein by reference to the
Registration Statement on Form S-6 (File Number 333-86231)
filed on August 31, 1999.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which
have heretofore been filed with the Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year covered by
the financial statements filed herewith.
Not applicable.
32
<PAGE>
Pursuant to the requirements of the Investment Company Act of 1940,
the Depositor of the Registrant has caused this Registration Statement to be
duly signed on behalf of the Registrant in the City of Cedar Rapids, and the
State of Iowa on the 24th day of August, 1999.
[Seal]
LEGACY BUILDER VARIABLE LIFE SEPARATE ACCOUNT
---------------------------------------------
(Name of Registrant)
By: PFL LIFE INSURANCE COMPANY
--------------------------
(Name of depositor)
By: /s/ William L. Busler
-------------------------
Typed Name: William L. Busler
-----------------
Title: President
Attest: /s/ Ronald L. Ziegler
----------------------
Typed Name: Ronald L. Ziegler
------------------
Title: Vice President
33
