As filed with the Securities and Exchange Commission on November 30, 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
TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-3
---------------------------------------------------
(Name of Unit Investment Trust)
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
----------------------------------------------
(Name of Depositor)
1150 South Olive Street
Los Angeles, California 90015
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
Page 1 of 36 Pages
<PAGE>
I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Transamerica Occidental Life Separate Account VUL-3 (the "Separate
Account")
The Separate Account has no Internal Revenue Service employer
identification number.
1. (b) Furnish title of each class or series of securities issued by the
trust.
The securities are individual flexible premium variable life
insurance policies (the "Policy" or "Policies"). They may be
purchased as individual life insurance.
2. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification number of each depositor
of the trust.
Transamerica Occidental Life Insurance Company ("Transamerica")
1150 South Olive Street
Los Angeles, California 90015
Internal Revenue Service Employer
Identification Number: 95-1060502
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. Transamerica will hold the securities in its own
custody.
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<PAGE>
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 Policy has not commenced. Transamerica will
enter into a Principal Underwriting Agreement with the principal
underwriter, AFSG Securities Corporation ("AFSG").
The principal business address for AFSG is:
4333 Edgewood Rd., NE
Cedar Rapids, Iowa 52499
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.
California.
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.
Not applicable. There is no such indenture agreement. The Separate
Account was established under California law pursuant to a
resolution passed by the Board of Directors of Transamerica on
June 11, 1996. The resolution will continue in effect until
terminated or amended by the Board of Directors.
(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.
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<PAGE>
8. State the date on which the fiscal year of the trust ends.
December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
There are no pending legal proceedings 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 assets of the
Separate Account is 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 Policy to be issued is of the registered type insofar as the
Policy is personal to the owner of the Policy ("Owner") and the
records concerning the Owner are maintained by or on behalf of
Transamerica.
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(b) Whether the securities are of the cumulative or distributive type.
The Policy is 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
concurrently with this Form (the "Prospectus") as part of a
registration statement on Form S-6 under the Securities Act of
1933 (the "Registration Statement") describing individual flexible
premium variable life insurance policies, specifically, the
sections entitled "Surrenders and Cash Withdrawals," "The Policy -
Canceling a Policy," "Policy Values - Net Surrender Value,"
"Charges and Deductions - Surrender Charge, Pro Rata Decrease
Charge, and Cash Withdrawal Charge."
(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 "Policy Values -Subaccount Value and Net Surrender
Value," "Transfers," and "Surrenders and Cash Withdrawals."
(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 sections of the Prospectus
entitled "Policy Lapse and Reinstatement," "Premiums - Planned
Periodic Payments and No Lapse Period," and "Risk Summary Risk of
Lapse."
(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 - Your Right to
Vote Portfolio Shares."
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<PAGE>
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Incorporated herein by reference to the sections of the Prospectus
entitled "The Separate Account and the Portfolios" and "Other
Policy Information - Modifying the Policy."
(2) the terms and conditions of the securities issued by the trust.
Incorporated herein by reference to the sections of the Prospectus
entitled "The Separate Account and the Portfolios" and "Other
Policy Information - Modifying the Policy."
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the sections of the Prospectus
entitled "The Separate Account and the Portfolios" and "Other
Policy Information - Modifying the Policy."
(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.
Consent of Policyowners is not required when changing the
underlying securities of the separate account. However, to change
such securities, approval of the Securities and Exchange
Commission is required by Section 26(b) of the Investment Company
Act of 1940, as amended (the "1940 Act").
(2) the terms and conditions of the securities issued by the trust.
Incorporated herein by reference to the sections of the Prospectus
entitled "The Separate Account and the Portfolios" and "Other
Policy Information - Modifying the Policy."
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<PAGE>
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
No consent of Policyowners is necessary with respect to any change
in the identity of the depositor or custodian, but a change in
depositor would be subject to state insurance department review
and approval.
(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 sections of the Prospectus
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.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been
the underlying securities.
The Separate Account may invest in the securities of various
open-end diversified management investment companies of separate
investment portfolios of such companies. Incorporated herein by
reference to the
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section of the Prospectus entitled "The Separate Account and the
Portfolios." The Separate Account has not started operations and
does not yet invest in these funds.
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," "Portfolio Annual Expense Table," and
"Charges and Deductions."
(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 response 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 response 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,
8
<PAGE>
directors, or employees of the depositor, trustee,
custodian or principal underwriter.
SEE response to Item 13(a).
(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 response to Item 10(e) and Item 13(a).
(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 Transamerica, AFSG, nor any of their affiliates will
receive any profits or benefits not included in Item 13(a) above.
Transamerica will compensate certain persons, including
Transamerica and AFSG agents for services in connection with the
selling and servicing of the Policies, but such compensation will
be paid from Transamerica's general account. Transamerica may
receive compensation from an affiliate(s) of certain of the
portfolios based upon an annual percentage of the average assets
held in that portfolio by Transamerica. These amounts are intended
to compensate Transamerica for administrative and other services
provided by Transamerica to the portfolios and/or the affiliate.
(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.
9
<PAGE>
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 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 procedure 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.
Transamerica is required to process all surrender requests as
described in Item 10(c). Each underlying fund will redeem its
shares upon Transamerica's request in accordance with the 1940
Act.
10
<PAGE>
(c) Indicate whether repurchased or redeemed securities will be cancelled
or may be resold.
A Policy, once totally surrendered, may not be resold. If a Policy
terminates due to lapse or foreclosure, the Policy may be
reinstated as referenced in the section of the Prospectus entitled
"Policy Lapse and Reinstatement - Reinstatement."
18. (a) Describe the procedure with respect to the receipt,
custody and disposition of the income and other distributable
funds of the trust and state the substance of the provisions
of any indenture or agreement pertaining thereto.
All distributions to the separate account will be reinvested in
shares of the appropriate fund. Such reinvestment will be
automatic and at net asset value.
(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 and the Portfolios - 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 net 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. Transamerica's general account assets are also available
to satisfy its obligations under the Policies. Herein incorporated
by reference to the section of the Prospectus entitled "The
Separate Account and the Portfolios - The Separate Account."
11
<PAGE>
(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 sections of the Prospectus
entitled "Other Policy Information - Reports to Owners," and
"Other Policy Information - 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.
Transamerica will act 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.
Not applicable.
12
<PAGE>
(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. Under California law, the
depositor may not abrogate its obligation under the Policies.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable.
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 sections of the Prospectus
entitled "Loans" and "Risk Summary - Loan Risks."
(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.
Not applicable. No such loans have been made.
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.
13
<PAGE>
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.
Transamerica is insured under a broad manuscript fidelity bond
program with coverage limits of $80 million. The lead underwriter
is Capital CNA. 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."
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.
Transamerica is a stock life insurance company incorporated under
the laws of the state of California in 1906.
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.
14
<PAGE>
(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.
Transamerica is engaged in the business of issuing variable life
insurance policies and annuity contracts, and is licensed to do
business in the District of Columbia, Guam, Puerto Rico, and all
states except New York. Transamerica has filed the Policy
described in this prospectus with insurance officials in those
jurisdictions in which the Policy is sold. Transamerica serves as
investment adviser to one registered unit investment trust,
Separate Account Fund B, and as investment adviser to one
registered investment company, Transamerica Variable Insurance
Fund, Inc. Transamerica also acts as depositor to Transamerica
Occidental Life Separate Account VUL-1, Transamerica Occidental
Life Separate Account VUL-2, Transamerica Occidental Life Separate
Account Fund B, Transamerica Occidental Life Separate Account C,
Transamerica Occidental Life Account VA-2L and Transamerica
Occidental Life Account VA-5.
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 response to Item 28(b) and Item 29.
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<PAGE>
(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.
TRANSAMERICA'S EXECUTIVE OFFICERS AND DIRECTORS
Transamerica 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 Transamerica's executive officers and directors.
<TABLE>
<CAPTION>
BOARD OF DIRECTORS
- ------------------------------------- --------------------------- ----------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS TRANSAMERICA DURING PAST 5 YEARS
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
Patrick S. Baird(1) Director Director (1999 - present); Director (1991 -
present), Senior Vice President (1998 - present)
and Chief Operating Officer (1996 - present) of
PFL Life Insurance Company; 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.
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Brenda K. Clancy(1) Director Director (1999 - present); Senior Vice
President, Corporate (1991 - present);
Treasurer (1996 - present); and Chief
Financial Officer (1996 - present) of
PFL Life Insurance Company.
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Thomas J. Cusack(2) Director Director (1997 - present); Chairman, President and
Chief Executive Officer (1997 - 1999);
Director, President and Chief Executive
Officer (1995 - present); Senior Vice
President of Transamerica Corporation
(1993 - 1995); and Vice President of
Corporate Development of General
Electric Company (1989 - 1993).
- ------------------------------------- --------------------------- ----------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------- ----------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS TRANSAMERICA DURING PAST 5 YEARS
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
James W. Dederer, CLU(2) Director, Executive Vice Director, Executive Vice President, General
President, General Counsel and Corporate Secretary (1988 - present).
Counsel and Corporate
Secretary
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
George A. Foegele(3) Director and Senior Vice Director and Senior Vice President ( - present);
and President and Chief Executive
Officer ( ) of Transamerica Life Insurance
Company of Canada.
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
David E. Gooding(2) Director and Executive Director and Executive Vice President (1992 -
Vice President present).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Douglas C. Kolsrud(1) Director Director (1999 - present); Director,
Senior Vice President, Chief Investment
Officer and Corporate Actuary,
Investment Division of PFL Life
Insurance Company ( ).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Richard N. Latzer(4) Director Director, Senior Vice President and Chief
Investment Officer of Transamerica Corporation
(1989 - present); Director, President and Chief
Executive Officer of Transamerica Investment
Services, Inc. (1988 - present).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Karen O. MacDonald(2) Director, Senior Vice Director, Senior Vice President and Corporate
President and Corporate Actuary (1995 - present); and Senior Vice
Actuary President and Corporate Actuary (1992 - 1995).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Gary U. Rolle'(2) Director Director, Executive Vice President and Chief
Investment Officer of Transamerica Investment
Services, Inc. (1981 - present).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Paul E. Rutledge III(5) Director Director and President (1998 - present) of
Reinsurance Division; and President of
Life Insurance Company of Virginia (1991
- 1997).
- ------------------------------------- --------------------------- ----------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------- ----------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS TRANSAMERICA DURING PAST 5 YEARS
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
T. Desmond Sugrue(2) Director and Executive Director and Executive Vice President (1997 -
Vice President present); Senior Vice President (1996 - 1997); and
self-employed - Consulting (1994 - 1996).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Nooruddin S. Veerjee, FSA(2) Director President of Insurance Products
Division (1997 present); Director and
President of Group Pension Division (1993
- present); Senior Vice President (1992 - 1993);
and Vice President (1990 - 1992).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Craig D. Vermie(1) Director Director (1999 - present); Director (1995
present), Vice President (1990 - present) and
General Counsel, Corporate (1996 - present) of
PFL Life Insurance Company.
- ------------------------------------- --------------------------- ----------------------------------------------------
</TABLE>
The following table gives the name, address and principal occupation during the
past five years of the executive officers of Transamerica (other than officers
listed above as directors).
<TABLE>
<CAPTION>
PRINICIPAL OFFICERS
- ------------------------------------ ---------------------------- ----------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS TRANSAMERICA DURING PAST 5 YEARS
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
<S> <C> <C>
Nicki Bair(1) Senior Vice President Senior Vice President (1996 - present); Vice
President (1991 - 1996).
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
Roy Chong-Kit(2) Senior Vice President and Senior Vice President and Actuary (1997 -
Actuary present); Vice President and Actuary (1995 -
1997); and Actuary (1998 - 1999).
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
William R. Gerner(1) Executive Vice President Executive Vice President of Diversified Financial
Products Division (1999 - present).
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
Daniel E. Jund, FLMI(1) Senior Vice President Senior Vice President (1988 - present).
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
Larry N. Norman(1) Executive Vice President Executive Vice President of Financial Markets
Division (1999 - present).
- ------------------------------------ ---------------------------- ----------------------------------------------------
- ------------------------------------ ---------------------------- ----------------------------------------------------
William N. Scott, CLU, FLMI(2) Senior Vice President Senior Vice President (1993 - present); Vice
President (1988 - 1993).
- ------------------------------------ ---------------------------- ----------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------- ----------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS TRANSAMERICA DURING PAST 5 YEARS
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
Ron F. Wagley, CLU(1) Senior Vice President and Senior Vice President and Chief Agency
Chief Agency Officer Officer (1993 - present); and Vice President
(1989 - 1993).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
William R. Wellnitz, FSA(5) Senior Vice President and Senior Vice President and Actuary (1996 -
Actuary present); and Vice President and Reinsurance
Actuary (1988 - 1996).
- ------------------------------------- --------------------------- ----------------------------------------------------
- ------------------------------------- --------------------------- ----------------------------------------------------
Sally Yamada(1) Vice President and Vice President and Treasurer (1999 - present).
Treasurer
- ------------------------------------- --------------------------- ----------------------------------------------------
</TABLE>
Located at:
(1) 4333 Edgewood Road, N.W., Cedar Rapids, Iowa 52449.
(2) 1150 South Olive Street, Los Angeles, California 90015.
(3) 300 Consilium Place, Scarborough, Ontario, Canada M1H3G2.
(4) 600 Montgomery Street, San Francisco, California 94111.
(5) 401 North Tryon Street, Charlotte, North Carolina 28202.
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.
Transamerica is a wholly-owned subsidiary of Transamerica
Insurance Corporation of California, 1150 South Olive Street, Los
Angeles, California, which, in turn, is a wholly-owned subsidiary
of Transamerica Corporation, 600 Montgomery Street, San Francisco,
California, which, in turn, is a wholly-owned subsidiary of AEGON
N.V., a Netherlands corporation that is a publicly traded
international insurance group. Transamerica's principal office is
located at 1150 South Olive Street, Los Angeles, California 90015.
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.
19
<PAGE>
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 response to 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 response to Item 31.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed
20
<PAGE>
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 response to Item 31.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $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.
No sales of the Policies have been made or are currently being
made in any state. Transamerica intends to market the Policies in
all jurisdictions that have approved its sale of insurance. SEE
Item 27.
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
21
<PAGE>
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.
The Policy will be sold by individuals who are licensed as
Transamerica'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 1.A.(3)(c) of the Registration Statement on Form S-6
for the Policies that is being filed concurrently with this Form
and is hereby incorporated by reference to this Item.
(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).
Commission information will be included in Exhibit 1.A.(3)(b) to
the Registration Statement on Form S-6 for the Policies that will
be filed by amendment and is hereby incorporated by reference to
this Item.
22
<PAGE>
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 corporation organized under the laws of Pennsylvania on
March 12, 1986.
(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
23
<PAGE>
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 Statement 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 and annuity policies of Transamerica and its
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 Transamerica's 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.
24
<PAGE>
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.
The shares of each fund held by the separate account are valued at
net asset value per share as supplied to Transamerica by the
applicable underlying fund.
(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 Prospectus
entitled "Transamerica 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.
25
<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.
There will not be any variation in offering price.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
(a) by whose action redemption rights were suspended;
(b) the number of days' written notice given to security holders prior to
suspension of redemption rights;
(c) reason for suspension;
(d) period during which suspension was in effect.
Not applicable
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities.
SEE response to Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is used.
SEE response to Item 44(a).
(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 response to Item 44(a) and 18(c).
26
<PAGE>
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
SEE response to Item 44(a) and 18.
(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
without any sales charge. Any dividends and distributions from a
portfolio are reinvested at net asset value in shares of that
portfolio. SEE response to Item 44 and Item 10.
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.
27
<PAGE>
(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.
Transamerica acts as custodian and holds the assets of the
Separate Account. The assets are kept physically segregated and
held separate and apart from Transamerica's general account.
Transamerica maintains records of all purchases and redemptions of
shares of the funds and purchases, sales and redemptions of units
of the Trust held by the Separate Account.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
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 Policy is an individual flexible premium variable life
insurance policy, which is issued on an individual basis.
28
<PAGE>
(c) The types of risks insured and excluded.
SEE response to Item 10(i). Transamerica assumes the risk that the
deductions made for insurance risks will prove inadequate to cover
actual insurance costs. Transamerica also assumes the risk that
deductions for expenses may be inadequate to pay for services and
benefits provided under the Policies and the Riders.
(d) The coverage of the Policies.
SEE response to Item 10(i). 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 response 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 response 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 response to Item 13(a) for the amount of charges imposed. SEE
Items 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.
29
<PAGE>
(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 Transamerica receives any part of the amounts
deducted for assumption of mortality and expense risks and cost of
insurance charges.
(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 designated in the indenture
or agreement, describe briefly the method of selection of such person.
SEE response to Items 10(g) and 10(h) regarding Transamerica's
right, subject to applicable law, 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.
30
<PAGE>
(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 response 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.
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the section of the Prospectus
entitled "Federal Income Tax Considerations."
(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 response 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.
Not applicable.
31
<PAGE>
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.
59. Financial Statements:
FINANCIAL STATEMENTS OF THE TRUST
The Separate Account has not yet commenced operations and,
therefore, financial statements for the Separate Account are not
available at this time.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of Transamerica Occidental Life Insurance
Company will be provided in a Pre-Effective Amendment to the
Registration Statement on Form S-6 filed by the Trust.
32
<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.
SEE Exhibit 1.A.(1) to the Registration Statement on Form S-6
for the Policies that is being filed concurrently with this
Form and is hereby incorporated by reference.
(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 Contracts:
(a) Agreements between the Trust and principal underwriter or
between the depositor and principal underwriter.
SEE response to Item 38(b).
(b) Specimen of typical agreements between principal underwriter
and dealers, managers, sales supervisors and salesmen.
SEE response to Item 38(c).
(c) Schedules of sales commissions.
SEE response to Item 38(c).
(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.
33
<PAGE>
(5) The form of each type of security.
SEE Exhibit 1.A.(5)(a) to the Registration Statement on Form
S-6 for the Policies that is being filed concurrently with
this Form and is hereby incorporated by reference.
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
Incorporated by reference to the Initial Registration
Statement on Form S-6 (File Number 333-37883) filed on October
15, 1997.
(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.
To be filed by amendment to the Registration Statement on Form
S-6 for the Policies and incorporated herein by reference.
(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.
To be filed by amendment to the Registration Statement on Form
S-6 for the Policies and incorporated herein by reference.
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.
34
<PAGE>
(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.
35
<PAGE>
SIGNATURES
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 St. Petersburg, and
the State of Florida on the 29th day of November, 1999.
[Seal]
TRANSAMERICA OCCIDENTAL LIFE
SEPARATE ACCOUNT VUL-3
(Name of Registrant)
By: TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
-----------------------
(Name of depositor)
By: /S/ THOMAS E. PIERPAN
--------------------------
Typed Name: THOMAS E. PIERPAN
------------------
Title: Vice President
Attest: /S/ PRISCILLA I. HECHLER
--------------------------------
Typed Name: PRISCILLA I. HECHLER
----------------------------
Title: Assistant Vice President and Assistant Secretary
36
