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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1999
COMMISSION FILE NOS. 333-22375
811-3199
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 48 [X]
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KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)
KEMPER INVESTORS LIFE INSURANCE
COMPANY
(NAME OF INSURANCE COMPANY)
1 Kemper Drive, Long Grove, Illinois 60049
(Address of Insurance Company's Principal Executive Offices) (Zip Code)
Insurance Company's Telephone Number, including Area Code: (847) 550-5500
Debra P. Rezabek, Esq.
1 Kemper Drive
Long Grove, Illinois 60049
(Name and Address of Agent for Service)
COPIES TO:
FRANK JULIAN, ESQ. JOAN E. BOROS, ESQ.
KEMPER INVESTORS LIFE INSURANCE COMPANY JORDEN BURT BOROS
1 KEMPER DRIVE CICCHETTI BERENSON & JOHNSON
LONG GROVE, ILLINOIS 60049 1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400E
WASHINGTON, D.C. 20007
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this filing.
It is proposed that this filing will become effective (check appropriate
box)
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities Being Registered:
Units of interest in Separate Account under the Contracts
- -- No filing fee is due because an indefinite number of shares is deemed to have
been registered in reliance on Section 24(f) of the Investment Company Act of
1940.
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Kemper Investors Life Insurance Company, on behalf of its KILICO Variable
Annuity Separate Account, is filing this Post-Effective Amendment No. 5 under
the Securities Act of 1933 and Post-Effective Amendment No. 48 under the
Investment Company Act of 1940 to its Registration Statement on Form N-4 (File
No. 333-22375; 811-3199), for the sole purpose of making certain non-material
changes to Part C of such Registration Statement. Accordingly, this amendment
does not otherwise delete, amend, or supersede any prospectus, statement of
additional information, exhibit, undertaking, or other information contained in
the Registration Statement, as previously amended, except to amend Part C to
include such changes.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
(1) Financial Statements included in Part A of the Registration
Statement:
Kemper Investors Life Insurance Company and Subsidiaries
Reports of Independent Public Accountants
Kemper Investors Life Insurance Company and Subsidiaries Consolidated
Balance Sheets, as of December 31, 1998 and 1997
Kemper Investors Life Insurance Company and Subsidiaries Consolidated
Statements of Operations, years ended December 31, 1998, 1997 and
1996
Kemper Investors Life Insurance Company and Subsidiaries Consolidated
Statements of Comprehensive Income, years ended December 31, 1998,
1997 and 1996
Kemper Investors Life Insurance Company and Subsidiaries Consolidated
Statements of Stockholder's Equity, years ended December 31, 1998,
1997 and 1996
Kemper Investors Life Insurance Company and Subsidiaries Consolidated
Statements of Cash Flows, years ended December 31, 1998, 1997 and
1996
Notes to Consolidated Financial Statements
(2) Financial Statements included in Part B of the Registration
Statement:
KILICO Variable Annuity Separate Account
Reports of Independent Accountants
Statement of Assets and Liabilities and Contract Owners' Equity as
of December 31, 1998
Statement of Operations for the Year Ended December 31, 1998
Statements of Changes in Contract Owners' Equity for the Years
Ended December 31, 1998 and 1997
Notes to Financial Statements
(B) EXHIBITS:
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(4)1.1 A copy of resolution of the Board of Directors of Kemper
Investors Life Insurance Company dated September 13, 1977.
(4)1.2 A copy of Record of Action of Kemper Investors Life
Insurance Company dated April 15, 1983.
2. Not Applicable.
(3)3.1 Distribution Agreement between Investors Brokerage Services,
Inc. and KILICO.
(1)3.2 Addendum to Selling Group Agreement of Kemper Financial
Services, Inc.
(2)3.3 Selling Group Agreement of Investors Brokerage Services,
Inc.
(7)4.1 Form of Group Variable, Fixed and Market Value Adjusted
Annuity Contract.
(7)4.2 Form of Certificate to Group Variable, Fixed and Market
Value Adjusted Annuity Contract.
(7)4.3 Form of Individual Variable, Fixed and Market Value Adjusted
Annuity Contract.
(7)5. Form of Application.
(3)6. Kemper Investors Life Insurance Company articles of
incorporation and by-laws.
7. Inapplicable.
(2)8.1(a) Fund Participation Agreement among KILICO, Janus Aspen
Series and Janus Capital Corporation.
(5)8.1(b) Service Agreement between KILICO and Janus Capital
Corporation.
(8)8.2(a) Participation Agreement By and Among Kemper Investors Life
Insurance Company and Warburg, Pincus Trust and Warburg
Pincus Asset Management Inc. (f/k/a Warburg, Pincus
Counsellors, Inc.) and Counsellors Securities, Inc.
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(6)8.2(b) Service Agreement between Warburg Pincus Asset Management Inc. (f/k/a Warburg Pincus Counsellors, Inc.)
and Federal Kemper Life Assurance Company and Kemper Investors Life Insurance Company.
(8)8.3 Fund Participation Agreement among KILICO, Investors Fund Series (formerly known as Kemper Investors
Fund), Zurich Kemper Investments, Inc. and Kemper Distributors, Inc.
(9)8.4(a) Participation Agreement between Kemper Investors Life Insurance Company and Scudder Variable Life
Investment Fund.
(9)8.4(b) Participating Contract and Policy Agreement between Kemper Investors Life Insurance Company and Scudder
Kemper Investments, Inc.
(9)8.4(c) Indemnification Agreement between Kemper Investors Life Insurance Company and Scudder Kemper
Investments, Inc.
(9)8.5 Participation Agreement Among Kemper Investors Life Insurance Company, PIMCO Variable Insurance Trust,
and PIMCO Funds Distributors LLC.
(9)8.6 Participation Agreement Among Templeton Variable Products Series Fund, Franklin Templeton Distributors,
Inc. and Kemper Investors Life Insurance Company.
(7)9. Opinion and Consent of Counsel.
(14)10.1 Consents of PricewaterhouseCoopers LLP, independent accountants
(14)10.2 Consent of KPMG LLP, independent auditors
11. Inapplicable.
12. Inapplicable.
(4)13. Schedules for Computation of Performance Calculations.
(14)14. Organizational Chart.
(13)17.1 Schedule IV: Reinsurance (year ended December 31, 1998).
(10)17.2 Schedule IV: Reinsurance (year ended December 31, 1997).
(12)17.3 Schedule IV: Reinsurance (year ended December 31, 1996).
(13)17.4 Schedule V: Valuation and qualifying accounts (year ended December 31, 1998).
(10)17.5 Schedule V: Valuation and qualifying accounts (year ended December 31, 1997).
(11)17.6 Schedule V: Valuation and qualifying accounts (year ended December 31, 1996).
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(1) Incorporated by reference to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-4 filed on or about April 27, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-4 filed on or about September 14, 1995.
(3) Incorporated by reference to Exhibits filed with the Registration Statement
on Form S-1 for KILICO (File No. 333-02491) filed on or about April 12,
1996.
(4) Incorporated by reference to the Registration Statement on Form N-4 for the
Registrant (File No. 333-22375) filed on or about February 26, 1997.
(5) Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
April 28, 1997.
(6) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form S-6 (File No. 33-79808) filed on or about
April 30, 1997.
(7) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (File No. 333-22375) filed on or about
November 3, 1997.
(8) Incorporated by reference to Amendment No. 3 to the Registration Statement
on Form S-1 (File No. 333-22389) filed on or about April 8, 1998.
(9) Incorporated by reference to Amendment No. 5 to the Registration Statement
on Form S-1 (File No. 333-22389) filed on or about April 20, 1999.
(10) Incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement on Form N-4 (File No. 33-43501) filed on or about
April 16, 1998.
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(11) Incorporated by reference to Amendment No. 2 to the Registration Statement
on Form S-1 for KILICO (File No. 333-02491) filed on or about April 23,
1997.
(12) Incorporated by reference to Form 10-K for Kemper Investors Life Insurance
Company for fiscal year ended December 31, 1996 filed on or about March 25,
1997.
(13) Incorporated by reference to Amendment No. 4 to the Registration Statement
on Form S-1 for KILICO (File No. 333-02491) filed on or about April 20,
1999.
(14) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 for the Registrant (File No. 333-22375)
filed on or about April 27, 1999.
ITEM 25. DIRECTORS AND OFFICERS OF KEMPER INVESTORS LIFE INSURANCE COMPANY
The directors and principal officers of KILICO are listed below
together with their current positions. The address of each officer and
director is 1 Kemper Drive, Long Grove, Illinois 60049.
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NAME OFFICE WITH KILICO
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John B. Scott........................ President, Chief Executive Officer and Director
Frederick L. Blackmon................ Senior Vice President and Chief Financial Officer
Edward L. Robbins.................... Senior Vice President and Chief Actuary
James E. Hohmann..................... Senior Vice President and Director
William H. Bolinder.................. Chairman of the Board and Director
David A. Bowers...................... Director
Loren J. Alter....................... Director
Gunther Gose......................... Director
Eliane C. Frye....................... Executive Vice President and Director
Debra P. Rezabek..................... Senior Vice President, General Counsel and Corporate
Secretary
James C. Harkensee................... Senior Vice President
Edward K. Loughridge................. Senior Vice President and Corporate Development Officer
Kenneth M. Sapp...................... Senior Vice President
George Vlaisavljevich................ Senior Vice President
Russell M. Bostick................... Senior Vice President and Chief Information Officer
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ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE
COMPANY OR REGISTRANT
See Exhibit 14 for organizational charts of persons controlled or
under common control with Kemper Investors Life Insurance Company.
Investors Brokerage Services, Inc. and Investors Brokerage Services
Insurance Agency, Inc. are wholly owned subsidiaries of KILICO.
ITEM 27. NUMBER OF CONTRACT OWNERS
At March 31, 1999, the Registrant had approximately 1,648 qualified
and non-qualified Kemper Destinations Contract Owners.
At March 31, 1999, the Registrant had approximately 4 qualified and
non-qualified Farmers Variable Annuity I Contract Owners.
ITEM 28. INDEMNIFICATION
To the extent permitted by law of the State of Illinois and subject to
all applicable requirements thereof, Article VI of the By-Laws of Kemper
Investors Life Insurance Company ("KILICO") provides for the
indemnification of any person against all expenses (including attorneys
fees), judgments, fines, amounts paid in settlement and other costs
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in which he is a party or is threatened to
be made a party by reason of his being or having been a director, officer,
employee or agent of KILICO, or serving or having served, at the request of
KILICO, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of his
holding a fiduciary position in connection with the management or
administration of retirement, pension, profit sharing or other benefit
plans including, but not limited to, any fiduciary liability under the
Employee Retirement Income Security Act of 1974 and any amendment thereof,
if he acted in good faith and in a manner he reasonably believed to be in
and not opposed to the best interests of KILICO, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was
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unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that he did not act
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of KILICO, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful. No indemnification shall be made in respect of any claim, issue
or matter as to which a director or officer shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
company, unless and only to the extent that the court in which such action
or suit was brought or other court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, he is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, employees
or agents of KILICO pursuant to the foregoing provisions, or otherwise,
KILICO has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by KILICO
of expenses incurred or paid by a director, officer, employee of agent of
KILICO in the successful defense of any action, suit or proceeding) is
asserted by such director, officer, employee or agent of KILICO in
connection with variable annuity contracts, KILICO will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by KILICO is against public policy as
expressed in that Act and will be governed by the final adjudication of
such issue.
ITEM 29.(A) PRINCIPAL UNDERWRITER
Investors Brokerage Services, Inc., a wholly owned subsidiary of
Kemper Investors Life Insurance Company, acts as principal underwriter for
KILICO Variable Annuity Separate Account, KILICO Variable Separate Account,
KILICO Variable Separate Account-2, Kemper Investors Life Insurance Company
Variable Annuity Account C and FKLA Variable Separate Account.
ITEM 29.(B) INFORMATION REGARDING PRINCIPAL UNDERWRITER, INVESTORS BROKERAGE
SERVICES, INC.
The address of each officer is 1 Kemper Drive, Long Grove, IL 60049.
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POSITION AND OFFICES
NAME WITH UNDERWRITER
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John B. Scott....................................... Chairman and Director
Michael E. Scherrman................................ President and Director
Otis R. Heldman, Jr. ............................... Vice President
Michael A. Kelly.................................... Vice President
David S. Jorgensen.................................. Vice President and Treasurer
Debra P. Rezabek.................................... Secretary
Frank J. Julian..................................... Assistant Secretary
Kenneth M. Sapp..................................... Director
Eliane C. Frye...................................... Director
George Vlaisavljevich............................... Director
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ITEM 29.(C)
Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are maintained by Kemper Investors Life Insurance
Company at its home office at 1 Kemper Drive, Long Grove, Illinois 60049.
ITEM 31. MANAGEMENT SERVICES
Inapplicable.
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ITEM 32. UNDERTAKINGS AND REPRESENTATION
a. Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that
the audited financial statements in the registration statement are never
more than sixteen (16) months old for so long as payment under the variable
annuity contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(2) a postcard or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a Statement of
Additional Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
REPRESENTATION REGARDING FEES AND CHARGES PURSUANT TO SECTION 26 OF THE
INVESTMENT COMPANY ACT OF 1940
Kemper Investors Life Insurance Company ("KILICO") represents that the
fees and charges deducted under the Contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by KILICO.
REPRESENTATION REGARDING CONTRACTS ISSUED TO PARTICIPANTS IN THE TEXAS OPTIONAL
RETIREMENT PROGRAM
KILICO, depositor and sponsor of Registrant, KILICO Variable Annuity
Separate Account, and Investors Brokerage Services, Inc., the principal
underwriter of the Individual and Group Variable, Fixed and Market Value
Adjusted Deferred Annuity Contracts (the "Contracts") issued by Registrant,
will issue the Contracts to participants in the Texas Optional Retirement
Program (the "Program") in reliance upon, and in compliance with, Rule 6c-7
of the Investment Company Act of 1940, and represent that they will:
1. Include appropriate disclosure regarding the restrictions on
redemptions imposed by the Program in each registration statement,
including the prospectus, used in connection with the Program;
2. Include appropriate disclosure regarding the restrictions on
redemptions imposed by the Program in any sales literature used in
connection with the offer of Contracts to Program participants;
3. Instruct salespeople who solicit Program participants to purchase
Contracts specifically to bring the restrictions on redemption imposed by
the Program to the attention of potential Program participants; and
4. Obtain from each Program participant who purchases a Contract in
connection with the Program, prior to or at the time of such purchase, a
signed statement acknowledging the restrictions on redemption imposed by
the Program.
REPRESENTATION REGARDING CONTRACTS ISSUED TO PARTICIPANTS OF TAX-SHELTERED
ANNUITY PROGRAMS
KILICO, depositor and sponsor of Registrant, KILICO Variable Annuity
Separate Account (the "Separate Account"), and Investors Brokerage
Services, Inc. ("IBS"), the principal underwriter of the Individual and
Group Variable, Fixed and Market Value Adjusted Deferred Annuity Contracts
(the "Contracts") issued by Registrant, will issue the Contracts to
participants in IRC 403(b) Tax-Sheltered Annuity Programs in reliance upon,
and in compliance with, the no-action letter dated November 28, 1988 to
American Council of Life Insurance. In connection therewith, KILICO, the
Separate Account and IBS represent that they will:
1. Include appropriate disclosure regarding the restrictions on
redemptions imposed by IRC Section 403(b)(11) in each registration
statement, including the prospectus, used in connection with IRC 403(b)
Tax-Sheltered Annuity Programs;
2. Include appropriate disclosure regarding the restrictions on
redemptions imposed by IRC Section 403(b)(11) in any sales literature used
in connection with the offer of Contracts to 403(b) participants;
3. Instruct salespeople who solicit participants to purchase Contracts
specifically to bring the restrictions on redemption imposed by 403(b)(11)
to the attention of potential participants; and
4. Obtain from each participant who purchases an IRC Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed
statement acknowledging the restrictions on redemption imposed by IRC
Section 403(b) and the investment alternatives available under the
employer's IRC Section 403(b) arrangement, to which the participant may
elect to transfer his or her contract value.
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SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, KILICO Variable Annuity Separate Account, certifies that
it meets the requirements of Securities Act Rule 485(b) for effectiveness of
this Amendment to the Registration Statement, and has caused this Amendment to
be signed on its behalf in the City of Long Grove and State of Illinois on the
11th day of June, 1999.
KILICO VARIABLE ANNUITY SEPARATE
ACCOUNT
(Registrant)
By: Kemper Investors Life Insurance Company
BY: /s/ JOHN B. SCOTT
-------------------------------------
John B. Scott, Chief Executive
Officer and President
KEMPER INVESTORS LIFE INSURANCE COMPANY
(Depositor)
BY: /s/ JOHN B. SCOTT
-------------------------------------
John B. Scott, Chief Executive
Officer and President
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following directors and principal
officers of Kemper Investors Life Insurance Company in the capacities indicated
on the 11th day of June, 1999.
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SIGNATURE TITLE
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/s/ JOHN B. SCOTT Chief Executive Officer, President and Director
- ----------------------------------------------------- (Principal Executive Officer)
John B. Scott
/s/ W. H. BOLINDER Chairman of the Board and Director
- -----------------------------------------------------
William H. Bolinder
/s/ FREDERICK L. BLACKMON Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer
Frederick L. Blackmon (Principal Financial Officer and
Principal Accounting Officer)
/s/ LOREN J. ALTER Director
- -----------------------------------------------------
Loren J. Alter
/s/ DAVID A. BOWERS Director
- -----------------------------------------------------
David A. Bowers
/s/ ELIANE C. FRYE Director
- -----------------------------------------------------
Eliane C. Frye
/s/ GUNTHER GOSE Director
- -----------------------------------------------------
Gunther Gose
/s/ JAMES E. HOHMANN Director
- -----------------------------------------------------
James E. Hohmann
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