As filed with the Securities and Exchange Commission on September 13, 1999
Registration No. 811-_____
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
PFL VARIABLE LIFE ACCOUNT A
-------------------------------
(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 32 Pages
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
PFL Variable Life Account A (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.
The Separate Account offers a flexible premium variable
life insurance policy (the "Policy"or "Policies"). It
may be purchased as an individual life insurance policy.
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.
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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.
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 PFL Variable
Life Account A under the laws of Iowa as a separate
investment account pursuant to a resolution dated July
1, 1999. 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.
December 31
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such
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proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known
to be contemplated by a governmental authority. Include any proceeding
which, although immaterial itself, is representative of, or one of, a
group which in the aggregate is material.
There are no pending legal proceedings 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 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.
Incorporated herein by reference to the prospectus filed
on the same date as this Form N-8B-2 (the "Prospectus")
as part of a registration statement on Form S-6 under
the Securities Act of 1933 (the "Registration
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Statement") describing a flexible premium variable life
insurance policy, specifically, the section entitled
"Surrenders and Partial Withdrawals."
(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
Prospectus entitled "Canceling a Policy," "Policy Values
- Subaccount Value," "Transfers," "Loans," "Surrenders
and Partial Withdrawals," 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
Prospectus 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
Prospectus entitled "The Separate Account and the
Portfolios - Voting 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.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios."
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(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 Prospectus
sections entitled "Other Policy Information - Modifying
the Policy" and "The Separate 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 Prospectus
sections entitled "The Policy," "Premiums," "Policy
Values," "Death Benefit," and "Other Policy Information."
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
Prospectus entitled "The Separate 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.
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(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
Prospectus entitled "The Separate 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;
(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
Prospectus entitled "Policy Summary," "Charges and
Deductions," and "Portfolio 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.
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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 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.
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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
Prospectus entitled "The Separate Account and the
Portfolios," and "Policy Values."
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
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.
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Incorporated herein by reference to the sections of the
Prospectus entitled "The Separate Account," and "Policy
Values."
(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
Prospectus entitled "The Separate 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.
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
Prospectus 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.
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(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.
(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
Prospectus 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
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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. Currently there are
no outstanding loans. SEE paragraph (a) of this Item.
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 has been issued to AEGON U.S. Holding
Corporation ("AEGON U.S.") in the amount of $10 million
covering all of the employees of AEGON U.S. and its
affiliates, including PFL.
A Stockbrokers Blanket Bond, issued to AEGON U.S.A.
Securities, Inc. providing fidelity coverage, covers the
activities of registered representatives of AFSG to a
limit of $10 million.
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
Prospectus entitled " Other Policy Information," and
"Additional Information."
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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.
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 (or will file) the
Policy described in this prospectus with insurance
officials in those jurisdictions in which the Policies
are sold.
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PFL acts as depositor for the following investment
companies:
SEPARATE ACCOUNT 1940 ACT FILE NO.
---------------- -----------------
PFL Endeavor VA Separate Account 811-06032
PFL Endeavor Target Account 811-08377
PFL Retirement Builder Variable Annuity Account 811-07689
PFL Life Variable Annuity Account A 811-08197
PFL Life Variable Annuity Account C 811-09503
PFL Endeavor Variable Life Account 811-09046
Legacy Builder Variable Life Separate Account 811-09115
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.
(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
NAME AND ADDRESS POSITION WITH PFL DURING 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, Principal Occupation
and Chief Operating Officer Executive Vice President
(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 52499.
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
PRINCIPAL OCCUPATION
NAME AND ADDRESS POSITION WITH PFL DURING PAST 5 YEARS
- ---------------- ----------------- -------------------
Robert J. Kontz* Vice President and Corporate Vice President and Corporate
Controller Controller
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PRINCIPAL OCCUPATION
NAME AND ADDRESS POSITION WITH PFL DURING PAST 5 YEARS
- ---------------- ----------------- --------------------
Brenda K. Clancy Vice President, Treasurer and Vice President, Treasurer and
Chief Financial Officer Chief Financial Officer
* Located at PFL Life Insurance Company, 4333 Edgewood Road, NE, Cedar Rapids,
IA 52499.
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 NV,
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
52499.
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.
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;
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(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.
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.
(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.
Not 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.
PFL intends to offer the Policies 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.
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.
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(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 Securities Corporation (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).
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.
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(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.
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,
20
<PAGE>
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.
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.
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(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
Prospectus entitled "The Company and the Fixed Account,"
"The Separate 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.
(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 Prospectus
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.
22
<PAGE>
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).
(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.
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<PAGE>
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.
(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.
24
<PAGE>
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 flexible premium variable life
insurance, which PFL may issue on an individual basis.
(c) The types of risks insured and excluded.
SEE Item 10(i) and the Prospectus section titled "Risk
Summary." 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.
(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.
25
<PAGE>
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.
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
26
<PAGE>
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
(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.
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<PAGE>
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 separately as a
"regulated investment company" under Subchapter M of the
Code.
Section 817(h) of the Code authorizes the Department of
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).
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 (Total number of shares, asset value per share, and
dividends paid per share for each of the last 10 fiscal years.)
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.
28
<PAGE>
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 out standing as at the latest
practicable date.
Not applicable.
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 an amendment to the Registration
Statement.
29
<PAGE>
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 similarly
designated exhibit in the Registration Statement.
(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.
(c) Schedules of sales commissions.
Incorporated herein by reference to the similarly
designated exhibit in the Registration Statement.
(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.
Incorporated herein by reference to the similarly
designated exhibit in the Registration Statement.
30
<PAGE>
(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 similarly
designated exhibit in the Registration Statement.
(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.
Incorporated herein by reference to the similarly
designated exhibit in the Registration Statement.
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.
31
<PAGE>
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 9th day of September, 1999.
[Seal]
PFL VARIABLE LIFE ACCOUNT A
---------------------------
(Name of Registrant)
By: PFL LIFE INSURANCE COMPANY
------------------------------
(Name of depositor)
By: /s/ CRAIG D. VERMIE
-------------------------------
Typed Name: Craig D. Vermie
-------------------------------
Title: Vice President, Secretary and
General Counsel
Attest: /s/ R. HANNEN
-----------------
Typed Name: Rosie Hannen
--------------
Title: Executive Assistant
33
