As filed with the Securities and Exchange Commission on July 31, 1997
File No. 2-77283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 23 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT of 1940 / /
Amendment No. ___ / /
Penn Mutual Variable Annuity Account III
(Exact Name of Registrant)
THE PENN MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
600 Dresher Road
Horsham, Pennsylvania 19044
(Address of Principal Executive Offices of Depositor)
Depositor's Telephone Number: 215-956-8000
Richard F. Plush
Vice President, Products and Programs
The Penn Mutual Life Insurance Company
600 Dresher Road
Horsham, Pennsylvania 19044
(Name and Address of Agent for Service)
Copy to:
Richard W. Grant
C. Ronald Rubley
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
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) of Rule 485
[ ] on (date) pursuant to paragraph (a) of Rule 485
The registrant has registered an indefinite amount of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Rule 24f-2 Notice for the fiscal year ending December
31, 1996 was filed on February 11, 1997.
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PART A
Information Required in a Prospectus
The Prospectus was filed on April 29, 1997 as Part
A of Post-Effective Amendment No. 22 to this
Registration Statement and is incorporated by
reference.
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PART B
Information Required in a Statement of Additional Information
The Statement of Additional Information was filed
on April 29, 1997 as Part B of Post-Effective
Amendment No. 22 to this Registration Statement
and is incorporated by reference.
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PART C
Other Information
Part C to this Registration Statement was filed on
April 29, 1997 as Part C of Post-Effective
Amendment No. 22 to this Registration Statement
and is incorporated by reference, except to the
extent Item 32 is amended herein.
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Amendment to Item 32
Item 32 of Part C of this Registration Statement is amended to read as follows:
Item 32. Undertakings
"Item 32. Undertaking" is hereby amended to read as follows:
The Penn Mutual Life Insurance Company hereby undertakes:
(a) to file a post-effective amendment to this
registration statement as frequently as is
necessary to ensure that the audited
financial statements in the registration
statement are never more than 16 months old
for so long as payments under the variable
annuity contracts may be accepted;
(b) to include either (1) as part of any
application to purchase a contract or account
offered by the prospectus, a space that an
applicant can check to request a statement of
additional information, or (2) a post card 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) to deliver any statement of additional
information and any financial statements
required to be made available under Form N-4
promptly upon written or oral request.
Restrictions on withdrawals under Section 403(b) Contracts are
imposed in reliance upon, and in compliance with, a no-action
letter issued by the Chief of the Office of Insurance Products and
Legal Compliance of the Securities and Exchange Commission to the
American Council of Life Insurance on November 28, 1988.
The Penn Mutual Life Insurance Company represents that the fees and
charges deducted under the Individual Variable and Fixed Annuity
Contract and the Individual Variable Annuity Contract, in the
aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the
Registrant.
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SIGNATURES
As required by the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Post-Effective Amendment No. 23 of this
Registration Statement and has caused this Post-Effective Amendment
No. 23 to be signed on its behalf, in the Township of Horsham and
Commonwealth of Pennsylvania on this 31st day of July, 1997.
PENN MUTUAL VARIABLE ANNUITY ACCOUNT III
(Registrant)
By: THE PENN MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By:/s/Robert E. Chappell
Robert E. Chappell
Chairman of the Board of Trustees
and Chief Executive Officer
As required by the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in
the capacities indicated, on the 31st day of July, 1997.
Signature Title
/s/Robert E. Chappell Chairman of the Board of Trustees
Robert E. Chappell and Chief Executive Officer
/s/Nancy S. Brodie Executive Vice President and
Nancy S. Brodie Chief Financial Officer
/s/Ann M. Strootman Vice President and Controller
Ann M. Strootman
JULIA CHANG BLOCH Trustee
*JAMES A. HAGEN Trustee
*PHILLIP E. LIPPINCOTT Trustee
*JOHN F. MCCAUGHAN Trustee
EDMUND F. NOTEBAERT Trustee
*ALAN B. MILLER Trustee
ROBERT H. ROCK Trustee
*DANIEL J. TORAN Trustee
*NORMAN T. WILDE, JR. Trustee
*WESLEY S. WILLIAMS, JR. Trustee
*By:/s/ Robert E. Chappell
Robert E. Chappell, attorney-in-fact
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