<PAGE>
Registration No. 33-19605
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 11
to
Form S-6
FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
A. Exact name of Trust: MML Bay State Variable Life Separate Account I
B. Name of Depositor: MML Bay State Life Insurance Company
C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:
D. Name and address of Ann Lomeli
Agent for Service Corporate Secretary
of Process: 1295 State Street
Springfield, MA 01111
immediately upon filing pursuant to paragraph (b) of Rule 485.
--------
X on May 1, 1999 pursuant to paragraph (b) of Rule 485.
--------
60 days after filing pursuant to paragraph (a)(1) of Rule 485
--------
on pursuant to paragraph (a)(1) of Rule 485.
--------
this post effective amendment designates a new effective
-------- date for a previously filed post effective amendment. Such
effective date shall be _____________.
E. Title of Securities being registered: Flexible Premium Variable Whole
Life Insurance Policies
F. Approximate date of proposed As soon as practicable after the
public offering: effective date of this Registration
Statement.
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
1 Cover Page; The Separate Account.
2 Cover Page.
3 Cover Page.
4 Sales and Other Agreements.
5 The Separate Account.
6 Not Applicable.
7 Not Applicable.
8 Appendix F. Financial Statement.
9 Legal Proceedings.
10 Detailed Description of Policy Features; Investment Options;
Other Policy Information.
11 Investment Options.
12 Investment Options; Sales and Other Agreements.
13 Introduction; Detailed Description of Policy Features.
14 Detailed description of Policy Features.
15 Premiums; Exhibit 99(11).
16 Introduction; The Separate Account.
17 Detailed description of Policy Features; Exhibit 99(11).
18 The Separate Account.
19 Other Information.
20 Not Applicable.
21 Policy Loan Privilege.
22 Not Applicable.
23 Bonding Arrangement.
24 Detailed Description of Policy Features; Other Information;
Investment Options.
25 Other Information.
26 Other Information; The Investment Options.
27 Other Information.
28 Appendix E: Directors and Executive Officers.
29 Other Information.
30 Other Information.
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
31 Not Applicable.
32 Not Applicable.
33 Not Applicable.
34 Not Applicable.
35 Sales and Other Agreements.
36 Not Applicable.
37 Not Applicable.
38 Sales and Other Agreements.
39 Sales and Other Agreements.
40 Sales and Other Agreements.
41 Sales and Other Agreements.
42 Not Applicable.
43 Sales and Other Agreements.
44 The Separate Account.
45 Not Applicable.
46 Account Value and Net Surrender Value; The Separate Account.
47 The Separate Account.
48 Not Applicable.
49 Not Applicable.
50 Not Applicable.
51 Detailed Description of Policy Features; Other Policy
Information.
52 Investment Options.
53 Federal Income Tax Considerations.
54 Not Applicable.
55 Not Applicable.
56 Not Applicable.
57 Not Applicable.
58 Not Applicable.
59 Appendix F.
<PAGE>
Flexible Premium Variable Whole Life Insurance Policies*
Issued by MML Bay State Life Insurance Company
This Prospectus describes a life insurance policy (the "Policy") offered by MML
Bay State Life Insurance Company ("MML Bay State"). While the Policy is in
force, it provides lifetime insurance protection on the Insured named in the
Policy. It pays a Death Benefit at the death of the Insured.
In this Prospectus, "you" and "your" refer to the Owner of the Policy. "We,"
"us," and "our" refer to MML Bay State. "MassMutual" refers to Massachusetts
Mutual Life Insurance Company. MML Bay State is a wholly owned subsidiary of
MassMutual.
The Policy provides premium payment and Death Benefit flexibility. It permits
you to vary the frequency and amount of premium payments and to increase or
decrease the Death Benefit. This flexibility allows you to meet changing
insurance needs under a single insurance policy.
You may allocate Net Premiums and Account Value among the investment funds
(Divisions of the Separate Account) offered under this Policy and a Guaranteed
Principal Account (the "GPA"). Currently, the following funds are available
through the MML Trust under this Policy: MML Equity Fund, MML Managed Bond Fund,
MML Money Market Fund, and MML Blend Fund.
You bear the investment risk of any Account Value allocated to the investment
funds. The Death Benefit may vary, and the Cash Surrender Value will vary,
depending on the investment performance of the funds.
We service the Policy at our Principal Administrative Office located at 1295
State Street, Springfield, Massachusetts 01111-0001. Our telephone number is
(413) 788-8411. Our Home Office is located in Hartford, Connecticut.
This Policy provides insurance protection. It is not a way to invest in mutual
funds. Replacing an existing life insurance policy with this Policy may not be
to your advantage.
Please read this prospectus and keep it for further reference.
Neither the United States Securities and Exchange Commission nor any state
securities commission has approved this Prospectus or determined that it is
accurate or complete. Any representation to the contrary is a criminal offense.
This Prospectus is valid only when accompanied by the prospectuses for the
investment funds. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that is filed with the Commission.
This Prospectus is not an offer to sell the Policy in any jurisdiction where it
is illegal to offer the Policy or to anyone to whom it is illegal to offer the
Policy.
EFFECTIVE MAY 1, 1999
*Title may vary in some jurisdictions.
<PAGE>
<TABLE>
Table of Contents
<S> <C>
I. INTRODUCTION ...............................3
II. DETAILED DESCRIPTION OF
POLICY FEATURES
Purchasing the Policy .....................6
Death Benefit .............................6
Premiums ..................................7
Transfers .................................8
Policy Termination and Reinstatement ......9
Charges and Deductions ....................9
Deductions from Premiums .................10
Monthly Charges Against the
Account Value ..........................10
Daily Charges Against the
Separate Account .......................10
Surrender Charges ........................10
Other Charges ............................11
Account Value and Net
Surrender Value.........................11
Policy Loan Privilege ....................12
III. INVESTMENT OPTIONS
The Guaranteed Principal Account .........14
The Separate Account .....................14
The Funds ................................14
Fund Profiles.............................15
The Investment Advisers ..................16
IV. OTHER POLICY INFORMATION
When We Pay Proceeds .....................17
Payment Options ..........................17
Beneficiary ..............................18
Assignment ...............................18
Limits on Our Right to Challenge
the Policy .............................18
Error of Age or Gender....................18
Suicide ..................................18
Additional Benefits You Can Get
by Rider ...............................19
Sales and Other Agreements ...............19
Compensation .............................19
V. OTHER INFORMATION
MML Bay State and MassMutual..............21
Annual Reports............................21
Federal Income Tax Considerations.........21
Your Voting Rights........................23
Reservation of Rights.....................23
Service Agreement.........................24
Bonding Arrangement.......................24
Legal Proceedings.........................24
Year 2000.................................24
Experts...................................24
Appendix A
Definition of Terms ......................25
Appendix B
Examples of Death Benefit
Option Changes .........................27
Appendix C
Rates of Return...........................28
Appendix D
Illustration of Death Benefits,
Cash Surrender Values, and
Accumulated Premiums ...................31
Appendix E
Directors of MML Bay State ...............36
Principal Officers .......................37
Appendix F
Separate Account Financial
Statements.............................F-1
Financial Statements ...................FF-1
</TABLE>
<PAGE>
I. Introduction
Please refer to Appendix A, Glossary for definitions of the terms contained in
this Prospectus.
You should consult your Policy for more information about its terms and
conditions, and for any state-specific variances that may apply to your Policy.
These variations will depend on the "contract state" of your Policy; it is
usually the state or other jurisdiction in which you live.
The Policy is a life insurance contract providing a Death Benefit, an Account
Value, surrender rights, Policy loan privileges, and other features
traditionally associated with life insurance.
There is no fixed schedule of premium payments. You may establish a schedule of
premium payments ("Planned Premium Payments"), but if a Planned Premium Payment
is not made the Policy will not necessarily terminate. If Planned Premium
Payments are made they do not guarantee a Policy will remain in force. The
Policy allows you to match premium payments to your income flows or other
financial decisions.
You may increase or decrease the Death Benefit under the Policy. Further, the
Death Benefit may vary, and the Cash Surrender Value will vary, with the
investment experience of the investment funds in which you have Account Value.
The GPA interest rate is declared and guaranteed each calendar year. This
guaranteed calendar-year rate will not be less than 4%; it may be greater than
4%. We may credit an interest rate periodically that exceeds this guaranteed
rate.
The following diagram summarizes how the Policy works.
<TABLE>
<S> <C> <C>
HOW THE POLICY WORKS
Premium Payment
---------------
We deduct a Premium Expense
Charge from each Premium
Payment
(graphic arrow to
"Net Premium")
Net Premium
-----------
We allocate the Net Premium
and Account Value among the
Divisions of the Separate
Account and the GPA based on
the percentages you have chosen
(graphic arrow to
Investment Earnings "Account Value") Account Value Charges
------------------- ---------------------
Each day we credit or debit the ------------------------------------ Each month we deduct for
investment earnings or losses of the Account Value administrative, mortality, and
Divisions of the Separate Account ------------- rider expenses
less fund investment management fees You determine how the Account
and separate account fees Value is allocated among the Owner Access to
available investment options. Account Value
(graphic arrows to -------------
We also credit interest on values "Account Value Charges", You may access Account Values
in the GPA "Owner Access to Account through loans and withdrawals
(graphic arrow to Value", "Death Benefit", and
"Account Value") "Policy Surrender") Policy Surrender
----------------
------------------------------------ In the first 15 years of coverage,
Death Benefit if you surrender all of your
------------- coverage or decrease your Selected
The Death Benefit is generally the Face Amount, we deduct a Surrender
Selected Face Amount or, if greater, Charge from any amount we pay you.
the Minimum Face Amount
</TABLE>
Introduction 3
<PAGE>
All expense charges and deductions are described in Charges and Deductions in
Part II.
A summary of the product and separate account charges follows.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
CURRENT RATE GUARANTEED RATE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Premium Expense Charge 7.5% of premium (5.0% Sales Charge 7.5% of premium (5.0% Sales Charge
plus 2.5% Premium Tax Charge) plus 2.5% Premium Tax Charge)
- -----------------------------------------------------------------------------------------------------------------------
Administrative Charge Tax-Qualified Policies: $5.25 per All Policies: $8 per month per Policy
month per Policy
Policies issued under our Simplified
Underwriting procedures: $5.25 per
month per Policy
All other Policies: $4.00 per month
per Policy
- -----------------------------------------------------------------------------------------------------------------------
Mortality Charges A per thousand rate multiplied by the For standard risks, the guaranteed
amount at risk each month. The rate cost of insurance rates are based on
varies by the gender, Attained Age, 1980 Commissioners Standard Ordinary
and risk classification of the (CSO) Mortality Tables.
Insured.
- -----------------------------------------------------------------------------------------------------------------------
Mortality and Expense 0.40% on an annual basis of daily net 0.40% on an annual basis of daily net
Risk Charge asset value of the Separate Account asset value of the Separate Account
- -----------------------------------------------------------------------------------------------------------------------
Investment Management Fees (See separate table on next page.)
and Other Expenses
- -----------------------------------------------------------------------------------------------------------------------
Loan Interest Rate 1.5% of loaned amount 2.0% of loaned amount
Expense Charge
- -----------------------------------------------------------------------------------------------------------------------
Withdrawal Fee $25 (or 2% of amount withdrawn, if $25 (or 2% of amount withdrawn, if
less) less)
- -----------------------------------------------------------------------------------------------------------------------
Surrender Charges Coverage Years 1-15: Administrative Coverage Years 1-15: Administrative
Surrender Charge (ASC) plus Sales Load Surrender Charge (ASC) plus Sales Load
Surrender Charge (SLSC). ASC during Surrender Charge (SLSC). ASC during
Year 1 equals $5 per $1,000 of Year 1 equals $5 per $1,000 of
Selected Face Amount, then grades to Selected Face Amount, then grades to
zero during Years 2-10, and is zero zero during Years 2-10, and is zero
thereafter. During the first 10 Years thereafter. During the first 10 Years
of Coverage, SLSC equals 25% of of Coverage, SLSC equals 25% of
premium paid for the coverage up to premium paid for the coverage up to
the Surrender Charge Band, 5% of the Surrender Charge Band, 5% of
premium paid for the coverage in premium paid for the coverage in
excess of the Band up to twice the excess of the Band up to twice the
Band, and 4% of premium paid for the Band, and 4% of premium paid for the
coverage in excess of twice the Band coverage in excess of twice the Band
up to three times the Band. During the up to three times the Band. During the
next 5 Years of Coverage, these next 5 Years of Coverage, these
percentages are reduced, by factors percentages are reduced, by factors
set forth in the Policy, to zero by set forth in the Policy, to zero by
the end of the 15th Year. the end of the 15th Year.
Coverage Years 16+: $0 Coverage Years 16+: $0
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
4 Introduction
<PAGE>
INVESTMENT MANAGEMENT FEES
AND OTHER EXPENSES
Total fund operating expenses expressed as a percentage of average net assets
for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Total Fund
Management Other Operating
Fund Name Fees Expenses Expenses
- --------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
MML Equity Fund 0.37% 0.00% 0.37%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Blend Fund 0.37% 0.00% 0.37%
MML Money Market Fund 0.46% 0.03% 0.49%
- --------------------------------------------------------------------------------------
</TABLE>
Introduction 5
<PAGE>
II. Detailed Description of Policy Features
Purchasing the Policy
The Policy is no longer offered for sale to the public. Owners may continue,
however, to make premium payments under existing Policies.
To purchase a Policy, you had to send a completed application to our Principal
Administrative Office. The Policy could be issued for an Insured between the
ages of 0 and 82 inclusive. Before issuing a Policy, we required evidence of
insurability.
The minimum Selected Face Amount of a Policy depends on the market in which it
was sold, the underwriting process used, and the Issue Age of the Insured:
. Tax-qualified Market (used in a retirement plan qualifying for tax
benefits under the Internal Revenue Code), Any Underwriting Process:
$15,000 for Ages 0-55; $14,000 for Age 56; $13,000 for Age 57; $12,000 for
Age 58, $11,000 for Age 59; and $10,000 for ages 60 and higher.
. Non-qualified Markets, Simplified Underwriting: Same as tax-qualified
market.
. Non-qualified Markets, Any Other Underwriting Process: $50,000 for Ages
0-35; $40,000 for Ages 36-40; $30,000 for Ages 41-45; $20,000 for ages
46-50; and $15,000 for Ages 51 and higher.
Coverage under the Policy became effective on the Issue Date of the Policy or,
if later, the date the first premium was paid. See Premiums for more about the
first premium. For the first premium to be paid, we must receive it in Good
Order.
Unisex Policy. Policies generally were issued with values that vary based on the
gender of the Insured. Policies issued in Massachusetts and Montana are
"unisex"; that is, the policy values do not vary by the gender of the Insured.
Policies issued as part of an employee benefit plan also may have policy values
that do not vary by gender. References in the Prospectus to sex-distinct policy
values are not applicable to unisex Policies.
Right to Return the Policy. If you are not satisfied with your Policy, you may
cancel it within 10 days after you receive it, or 10 days after you receive a
written notice of withdrawal right, or 45 days after signing Part 1 of your
Application, whichever is latest. (This period of time may vary by state.)
To cancel the Policy, return it to us at our Principal Administrative Office, to
the agent who sold the Policy, or to one of our agency offices. If you cancel
your Policy, we will give you a refund.
In most states, this refund is the sum of:
(i) any premium paid for the Policy; plus
(ii) any interest credited to the Policy under the GPA; plus or minus
(iii) an amount reflecting the investment experience of the Divisions of the
Separate Account under this Policy to the date we receive the Policy.
In other states, this refund is equal to any premium paid for the Policy.
Consult your Policy to determine which refund applies under your Policy.
Death Benefit
While the Policy is in force, we will, upon receipt of due proof of the
Insured's death, pay the Death Benefit to the named Beneficiary. Although we
normally will pay the Death Benefit within seven days of receiving satisfactory
proof of the Insured's death, we may delay payments under certain circumstances.
All or part of the Death Benefit can be paid in cash or under one or more of the
payment options described in the Policy.
The Death Benefit is the greater of:
(a) the Selected Face Amount on the date of death; and
6 Detailed Description of Policy Features
<PAGE>
(b) the Minimum Face Amount on the date of death.
This Benefit is increased by the part of any Monthly Charge for a period beyond
the date of death that was deducted from the Account Value. It is reduced by any
outstanding Policy Debt and any unpaid Monthly Charges to the date of death.
Minimum Face Amount. In order to qualify as life insurance under Internal
Revenue Code ("IRC") Section 7702, the Policy has a Minimum Face Amount. The
Minimum Face Amount is equal to a percentage of the Account Value. The
percentage depends on the gender (male, female, unisex), risk classification,
and Attained Age of the Insured.
See Appendix B for examples of how changes in Account Value may affect the Death
Benefit of a Policy.
Changes in Selected Face Amount. You may request an increase or decrease in the
Selected Face Amount by submitting a written request for a change of Selected
Face Amount to our Principal Administrative Office. The Selected Face Amount
change will be effective on the Monthly Calculation Date on or next following
our acceptance of the request.
Increases in Selected Face Amount. You must provide us with a written
application and evidence the Insured still is insurable to increase your
Selected Face Amount. An increase may not be less than $15,000 ($5,000 if the
Policy was sold in the tax-qualified market or if simplified underwriting was
used). You cannot increase the Selected Face Amount of the Policy less than six
months after the Policy Date or another increase, or after the Insured reaches
Attained Age 82.
If you increase the Selected Face Amount, the Mortality Charges will increase.
Decreases in Selected Face Amount. You may decrease the Selected Face Amount in
certain circumstances, although we believe that decreases generally are not in
the best interest of an Owner. You must send a written request to us. You cannot
decrease the Selected Face Amount if the decrease would result in a Selected
Face Amount of less than the minimum Selected Face Amount.
If you decrease the Selected Face Amount, a Surrender Charge may apply. We will
deduct Surrender Charges from the Division(s) of the Separate Account and from
the GPA in proportion to the non-loaned values in each.
A decrease will reduce the Selected Face Amount in the following order:
(a) the Selected Face Amount of the most recent increase
(b) the Selected Face Amounts of the next most recent increases successively
(c) the initial Selected Face Amount.
If you decrease the Selected Face Amount, the Monthly Charges deducted from the
Account Value will change.
If you decrease the Selected Face Amount, the Policy may become a "modified
endowment contract" under federal tax law. Consult your tax advisor. (See also
Modified Endowment Contracts in Part V).
We reserve the right to terminate the option to decrease the Selected Face
Amount.
Premiums
The first premium must be paid before the Policy can become effective.
Thereafter, within limits you may make premium payments at any time and in any
amount. Net Premiums are allocated to the Account Value as you choose.
First Premium. Generally, you determine the first premium you want to pay for
the Policy; but it must be at least equal to the minimum initial premium. The
minimum initial premium depends on your chosen premium frequency and initial
Selected Face Amount, and on the Issue Age, gender, and risk classification of
the Insured.
Planned Annual Premiums. When applying for the Policy, you select the Planned
Annual Premium and the payment frequency (annual, semiannual, quarterly, or
monthly check service). The amount of the Planned Annual Premium and the payment
frequency you select are shown in the Policy. We will send you premium notices
based on your selections. To change the amount and frequency of planned
premiums, send a written notice to us at our Principal
Detailed Description of Policy Features 7
<PAGE>
Administrative Office. The minimum Planned Annual Premium is based on the
Selected Face Amount, the Insured's age, and the first premium paid.
If a planned premium payment is not made, the Policy will not necessarily
terminate. Conversely, making planned premium payments does not guarantee the
Policy will remain in force. To keep the Policy in force, you must have a
sufficient Account Value. See Grace Period and Termination.
Premium Payments and Flexibility. After you have paid the first premium, within
limits you may pay any amount at any time while the Insured is living. Send all
premium payments to us either at our Principal Administrative Office or at the
address shown on the premium notice.
You may elect to pay premiums by pre-authorized check. Under this procedure, we
automatically deduct premium payments each month from a bank account you
designate. We will not send a bill for these automatic payments.
Wire Transfer. You may also make premium payments by instructing your bank to
wire funds to:
Chase Manhattan Bank, New York, New York
ABA #021000021
MML Bay State Life Account #910-2-481026
Ref: Contract #
Name: (Contract Owner)
Premium Limitations. The minimum premium payment is $10.
The maximum premium each Policy Year is the greater of:
(a) an amount equal to $100 plus double the minimum annual premium for the
Policy; and
(b) the highest premium payment amount that would not increase the amount at
risk.
We may refund any amount of premium payment that exceeds this limit.
Allocating Net Premiums. A Net Premium is a premium payment we receive in Good
Order, minus the Premium Expense Charge.
Net Premiums credited to the Policy on and after the Register Date will be
allocated among the Divisions and the GPA according to your Net Premium
allocation. Also, any Net Premiums in the Policy held before the Register Date
will be allocated on that Date among the Divisions and the GPA according to your
Net Premium allocation on that Date.
Register Date and Valuation Date. The Register Date must be a Valuation Date. A
Valuation Date is any date on which the New York Stock Exchange is open for
trading.
The Register Date is the Valuation Date that is on, or next follows, the latest
of:
(a) the Policy Date;
(b) the day we receive your completed Part 1 of Application for the Policy; and
(c) the day we receive the first premium payment in Good Order.
Net Premium Allocation. When applying for the Policy, you indicate how you want
Net Premiums allocated among the Divisions and the GPA. You may change your Net
Premium allocation at any time. Just send a written notice to us at our
Principal Administrative Office.
You may set your Net Premium allocation in terms of whole-number percentages
that add to 100%.
Transfers
You may transfer all or part of the Account Value invested in a Division of the
Separate Account to any other Division or to the GPA. Simply send us a written
request. We limit transfers to four each Policy Year. This limit does not apply
to a transfer of all funds in the Separate Account Divisions to the GPA.
We limit transfers from the GPA to the Separate Account Divisions to one each
Policy Year. You may not transfer more than 25% of the Fixed Account Value (less
any Policy Debt) at the time of the transfer. There is one exception to this
rule. If:
. you have transferred 25% of the Fixed Account Value each year for three
consecutive Policy Years, and
8 Detailed Description of Policy Features
<PAGE>
. you have not invested any Net Premium amount in the GPA or
. transferred any money into the GPA during these three years,
you may transfer the remainder of the Fixed Account Value (less any Policy Debt)
out of the GPA in the succeeding Policy Year. In this situation, you must
transfer the full amount out of the GPA in one transaction.
Any transfer is effective on the Valuation Date at the price next determined
after we receive the request in Good Order at our Principal Administrative
Office. We do not charge for transfers.
Policy Termination and Reinstatement
The Policy will not terminate simply because you do not make planned premium
payments. Conversely, making planned premium payments does not guarantee that
the Policy will remain in force.
The Policy may terminate if its value cannot cover the Monthly Charges.
If the Policy does terminate, you may be permitted to reinstate it.
Grace Period and Termination. The Policy may terminate without value if the
Account Value less any Policy Debt on a Monthly Calculation Date cannot cover
the Monthly Charges due.
However, we allow a grace period for payment of the premium amount (not less
than $10) needed to avoid termination. We will mail you a notice stating this
amount.
The Policy will terminate without value if we do not receive the required
payment by the end of the grace period.
Grace Period. The grace period begins on the date the Monthly Charges are due.
It ends 61 days after that date or, if later, 30 days after the date we mail the
notice stating the amount needed.
During the grace period, the Policy will stay in force. If the Insured dies
during the grace period, the Death Benefit will be payable. In this case, any
unpaid Monthly Charges to the date of death will be deducted from the Death
Benefit.
Reinstating Your Policy. If your Policy terminates, you may reinstate it--that
is, put it back in force. But you may not reinstate your Policy if:
. you surrendered it; or
. five years have passed since it terminated.
Requirements to Reinstate Your Policy. To reinstate your Policy, we will need:
1. a written application to reinstate;
2. evidence, satisfactory to us, that the Insured still is insurable; and
3. a premium payment sufficient to produce an Account Value equal to triple
the Monthly Charges due on the Monthly Calculation Date on, or next
following, the reinstatement date. The minimum amount of this premium
payment will be quoted on request.
Policy after You Reinstate. If you reinstate your Policy, the Selected Face
Amount will be the same as it was when it terminated. Your Account Value at
reinstatement will be the premium paid at that time, reduced by the Premium
Expense Charge and any Monthly Charges then due. Surrender Charges after
reinstatement will apply as if the Policy had not terminated. However, if the
Surrender Charge was taken when the Policy terminated, then the applicable
Surrender Charges will not be reinstated.
If you reinstate your Policy, it may become a "modified endowment contract"
under current federal tax law. Consult your tax advisor.
Charges and Deductions
We will deduct charges from the Policy to compensate us for:
(a) providing the insurance benefits under the Policy (including any riders);
(b) administering the Policy;
(c) assuming certain risks in connection with the Policy (including any
riders); and
(d) selling and distributing the Policy.
Detailed Description of Policy Features 9
<PAGE>
In addition, the fund managers deduct expenses from the funds. For more
information about these expenses, see the individual fund prospectuses.
Deductions from Premiums
We deduct a Premium Expense Charge from each premium payment you make. The
Premium Expense Charge is 7.5%. It is equal to a Sales Charge of 5.0% plus a
Premium Tax Charge of 2.5%. The Sales Charge reimburses us for selling and
distributing the Policy. The Premium Tax Charge reimburses us for the average
cost of state and local premium taxes we pay for the Policy.
Monthly Charges Against the Account Value
We deduct charges from the Account Value on each Monthly Calculation Date. The
Monthly Charges are:
(a) an Administrative Charge;
(b) a Mortality Charge; and
(c) a rider charge for any additional benefits provided by rider.
We deduct the Monthly Charges from the Division(s) and the GPA in proportion to
the non-loaned values of the Policy in the Division(s) and the GPA.
Administrative Charge. The monthly Administrative Charge reimburses us for
issuing and administering the Policy, and for such activities as processing
claims, maintaining records and communicating with you.
Mortality Charges. The monthly Mortality Charge for a Policy is equal to the
"amount at risk" under the Policy, multiplied by the monthly Mortality Charge
rate for that Policy month. We determine the amount at risk on the first day of
each Policy month. It is the amount by which the Death Benefit (discounted at
the monthly equivalent of 4% per year) exceeds the Account Value.
Mortality Charge rates are based on the gender, Issue Age, and risk class of the
Insured, and the Year of Coverage. We currently place Insureds into the
following two standard rate classes: Nonsmoker and Smoker. We also have
substandard rate classes for greater mortality risks. In otherwise identical
Policies, the monthly Mortality Charge rate is higher for Smokers than for
Nonsmokers.
Rider Charge. You can obtain additional benefits by requesting riders on your
Policy. The monthly rider charges include charges for any benefits you add by
rider.
Daily Charges Against the Separate Account
Mortality and Expense Risk Charge. Each day we deduct a charge from the Separate
Account for mortality and expense risks. We do not deduct this charge from the
assets in the GPA.
The mortality risk is a risk that the group of lives we insure may, on average,
live for shorter periods of time than we estimated. The expense risk is a risk
that our costs of issuing and administering Policies may be more than we
estimated.
If we do not need all the money we collect in mortality and risk charges to
cover death benefits and expenses, the amount we do not need will be our gain.
However, even if the money we collect is not enough to cover death benefits and
expenses, we will pay all death benefits and expenses.
Investment Management Fee and Other Expenses. Each of the funds incurs
investment management fees and other expenses. These are deducted from the fund.
Surrender Charges
The Surrender Charge has two parts: an Administrative Surrender Charge and a
Sales Load Surrender Charge. The Administrative Surrender Charge applies during
the first 10 Policy Years for the initial Selected Face Amount, and during the
first 10 Years of Coverage following an increase in the Selected Face Amount, if
you surrender the Policy or decrease the Selected Face Amount. The Sales Load
Surrender Charge applies for the first 15 Policy Years, and during the first 15
Years of Coverage
10 Detailed Description of Policy Features
<PAGE>
following an increase in the Selected Face Amount, if you surrender the Policy
or decrease the Selected Face Amount.
Administrative Surrender Charge. This charge initially is $5 for each $1,000 of
Selected Face Amount; it then grades down to zero over ten years. This charge
reimburses us for expenses incurred in issuing the Policy, such as processing
the applications (including underwriting) and setting up computer records.
Sales Load Surrender Charge. During the first 10 Years of Coverage for the
initial Selected Face Amount and for each increase in Selected Face Amount, this
charge is equal to 25% of the premiums paid for the coverage up to the Surrender
Charge Band, plus 5% of premiums paid for the coverage in excess of the
Surrender Charge Band up to twice the Surrender Charge Band, plus 4% of premiums
paid for the coverage in excess of twice the Surrender Charge Band up to three
times the Surrender Charge Band. During the next 5 Years of Coverage, these
percentages are reduced, by factors set forth in the Policy, to zero by the end
of the 15th Year.
The Surrender Charge Band is set forth in the Policy and is an amount based on
the Selected Face Amount and varies by the age, gender, and smoker
classification of the Insured at the time of purchase. Premiums are allocated to
the initial Selected Face Amount, and to each increase, based on factors shown
in the Policy.
Decrease in Selected Face Amount. If you decrease your Selected Face Amount, we
cancel all or a part of your Selected Face Amount segments. We charge a
Surrender Charge. The Surrender Charge is equal to the pro rata Surrender Charge
for each decreased or canceled Selected Face Amount segment.
After a Selected Face Amount decrease, we reduce the Surrender Charge for the
remaining segments by the amount of the partial Surrender Charge.
Other Charges
Withdrawal Fee. If you make a partial Withdrawal from your Policy, we deduct $25
(or 2% of the amount withdrawn, if less) from the amount you withdraw. This fee
reimburses us for administering withdrawals.
Loan Interest Rate Expense Charge. This charge reimburses us for the expenses of
administering loans.
Special Circumstances
We may vary the charges and other terms of Policies where special circumstances
result in sales or administrative expenses or insurance risks that are different
than those normally associated with these Policies. We will make these
variations only in accordance with uniform rules we establish.
Account Value and Cash Surrender Value
The Account Value of the Policy has two components: the Variable Account Value
and the Fixed Account Value.
Variable Account Value. The Variable Account Value is the sum of your values in
each of the Divisions of the Separate Account. It reflects:
. Net Premiums allocated to the Separate Account;
. transfers to the Separate Account from the Guaranteed Principal Account;
. transfers and withdrawals from the Separate Account;
. Monthly Charges and Surrender Charges deducted from the Separate Account;
and
. the net investment experience of the Separate Account.
These transactions are all reflected in the Variable Account Value through the
purchase and sale of accumulation units.
Net Investment Experience and Accumulation Units. The net investment experience
of the Variable Account Value is reflected in the value of the accumulation
units. The value of your accumulation units in a Division is equal to:
. the accumulation unit value in that Division; multiplied by
. the number of accumulation units in that Division credited to your Policy.
We purchase and sell accumulation units at the unit value as of the closing time
of the New York Stock Exchange on the Valuation Date processed.
If we receive a premium or a transaction request in Good Order before the
closing time on a Valuation Date, units will be purchased or sold as of that
Valuation Date. If we receive it in Good
Detailed Description of Policy Features 11
<PAGE>
Order after that time, units will be purchased or sold as of the next Valuation
Date.
The Variable Account Value of the Policy is the total of the values of the
accumulation units in each Division credited to Policy.
Fixed Account Value. The Fixed Account Value is the accumulation at interest of:
. Net Premiums allocated to the Guaranteed Principal Account; plus
. amounts transferred into the GPA from the Separate Account; less
. amounts transferred or withdrawn from the GPA; and less
. Monthly Charges and Surrender Charges deducted from the GPA.
Interest on the Fixed Account Value. The Fixed Account Value earns interest at
an effective annual rate, credited daily.
For the part of the Fixed Account Value equal to any Policy loan, the daily rate
we use is the daily equivalent of:
. the annual loan interest rate minus the Loan Interest Rate Expense Charge;
or
. 4% if greater.
For the part of the fixed account in excess of any Policy loan, the daily rate
we use is the daily equivalent of:
. the current interest rate we declare; or
. the guaranteed calendar-year interest rate we declare for the year if greater.
The current interest rate we declare will not be less than the rate determined
by an index defined in the Policy, reduced by any tax charge reflecting the
Policy's share of our federal income tax liability. The guaranteed calendar-year
rate for each year will be at least 4%.
Cash Surrender Value. The Cash Surrender Value of the Policy is equal to:
. the Account Value; less
. any Surrender Charges that apply; and less
. any Policy Debt.
You may surrender the Policy by sending a written request together with the
Policy to our Principal Administrative Office. We will determine the Cash
Surrender Value at the end of the Valuation Date on which we receive the request
in Good Order.
Withdrawals. On any Monthly Calculation Date at least six months after the
Policy Date, you may withdraw an amount, not less than $100, up to the Cash
Surrender Value. We deduct a fee from the amount withdrawn. We do not charge a
Surrender Charge for a Withdrawal. We will not allow a Withdrawal if it would
reduce the Account Value to an amount less than the sum of the minimum Planned
Annual Premiums to date.
You must state in the Withdrawal Request from which Divisions or the GPA you
want the withdrawal made. You can state the amount as a dollar amount or a
percentage. The withdrawal will be effective on the date we receive the written
request in Good Order. We will process it within seven days. The Withdrawal
amount you wish taken from each Division of the Separate Account and from the
GPA may not exceed the non-loaned Account Value in each of these. We will reduce
the Selected Face Amount by the amount of the Withdrawal.
Policy Loan Privilege
General. After the first Policy Year, you may take a loan from the Policy as
long as the Account Value exceeds the total of any Surrender Charges. You must
assign the Policy to us as collateral for the loan. The maximum amount you can
borrow at any time is 90% of the Policy's Account Value less any Surrender
Charge. If there is any outstanding Policy Debt, including any accrued interest,
it reduces the maximum amount available.
Source of Loan. We take the Policy loan amount from the Divisions and the GPA in
proportion to the amount of Account Value in each Division and the GPA
(excluding any outstanding loans) on the date of the loan. We reduce the amount
of units in the Divisions of the Separate Account from which the loan is taken.
We transfer the resulting dollar amounts to the loaned portion of the GPA.
We may delay granting any loan you want taken from the GPA for up to six months.
We may
12 Detailed Description of Policy Features
<PAGE>
delay granting any loan from the Divisions during any period that:
(i) the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
(ii) trading is restricted;
(iii) the SEC determines a state of emergency exists; or
(iv) the SEC permits us to delay payment for the protection of our Owners.
Whenever total Policy Debt (which includes accrued interest) equals or exceeds
the Account Value less Surrender Charges, we will send a notice to you. This
notice will state the amount needed to bring the Policy Debt back within the
limit. If we do not receive this amount within 31 days after the date we mailed
the notice, and if Policy Debt exceeds the Account Value less any Surrender
Charges at the end of those 31 days, the Policy terminates without value.
Loan Interest Charged. At the time of Application, you may select a loan
interest rate of 6% or (in all jurisdictions except Arkansas) an adjustable loan
rate. Each year we will set the adjustable rate that will apply for the next
Policy Year. The maximum loan rate is based on the Monthly Average Corporate
yield on seasoned corporate bonds as published by Moody's Investors Service,
Inc. If this Average is no longer published, we will use a similar average as
approved by the insurance department of your "contract state." The maximum rate
is the greater of:
(i) the published monthly average for the calendar month ending two months
before the Policy Year begins, or
(ii) 5%.
If the maximum rate is less than 1/2% higher than the rate in effect for the
previous year, we will not increase the rate. If the maximum rate is at least
1/2% lower than the rate in effect for the previous year, we will decrease the
rate.
Interest on Policy loans accrues daily and becomes part of the Policy Debt as it
accrues. It is due on each Policy Anniversary. If you do not pay it when it is
due, the interest is added to the loan. As part of the loan, it will bear
interest at the loan rate. We will treat capitalized interest the same as a new
loan. We will take an amount equal to the interest due from the Divisions and
the GPA in proportion to the non-loaned Account Value in each.
Repayment. You may repay all or part of any Policy Debt at any time while the
Insured is living and while the Policy is in force. We will allocate all loan
repayments to the GPA. You must clearly identify the payment as a loan repayment
or we will consider the payments premium payments.
We will deduct any outstanding Policy Debt from the proceeds payable at death or
the surrender of the Policy.
Interest on Loaned Value. We deposit an amount equal to the loaned amount in the
GPA. This amount earns interest at a rate equal to the greater of 4% and the
Policy loan rate less a Loan Interest Rate Expense Charge. We guarantee this
Charge will not exceed 2%. Currently, the Charge is 1.5%.
Effect of Loan. A Policy loan affects the Policy since we reduce the Death
Benefit and Cash Surrender Value by the amount of the loan. If you repay the
loan, we increase the Death Benefit and Cash Surrender Value under the Policy by
the amount of the repayment. Taking a Policy loan could have adverse tax
consequences if your Policy is a "modified endowment contract" under current
federal tax law. Consult your tax advisor.
As long as a loan is outstanding, a portion of the Policy Account Value equal to
the loan is invested in the GPA. This amount does not participate in the
Separate Account investment performance.
Detailed Description of Policy Features 13
<PAGE>
III. Investment Options
The Guaranteed Principal Account
You may allocate some or all of the Net Premiums to the Guaranteed Principal
Account ("GPA"). You also may transfer some or all of the Account Value in the
Divisions of the Separate Account to the GPA. Neither our General Account nor
the GPA is registered under federal or state securities laws.
Amounts allocated to the GPA become part of our General Account. Our General
Account consists of all assets owned by us other than those in the Separate
Account and in our other separate accounts. Subject to applicable law, we have
sole discretion over the investment of the assets of our General Account.
We guarantee amounts allocated to the GPA in excess of any Policy Debt (which
includes accrued interest) will accrue interest daily at an effective annual
rate at least equal to 4%. For amounts in the GPA equal to any Policy Debt, the
guaranteed minimum interest rate is an effective annual rate of 4% or, if
greater, the Policy loan rate less the Loan Interest Rate Expense Charge. This
charge will not be greater than 2% per year. This rate will be paid regardless
of the actual investment experience of the GPA. In addition to the guaranteed
minimum interest rate, we will declare a calendar year guaranteed minimum rate
each December for the upcoming calendar year. The rate we credit in any calendar
year will not be lower than this calendar year guaranteed minimum rate. Although
we are not obligated to credit interest at a rate higher than the guaranteed
minimum, we may declare a higher rate.
The Separate Account
Our Board of Directors established the Separate Account on June 9, 1982, as a
separate investment account of MML Bay State. The Separate Account is maintained
under the laws of the State of Connecticut. The Separate Account is registered
with the Securities and Exchange Commission as a unit investment trust under the
provisions of the Investment Company Act of 1940. We have established a segment
within the Separate Account to receive and invest premium payments for the
Policies. We have since divided this segment into eight Divisions. Each Division
invests in shares of a designated Fund of MML Trust or Oppenheimer Trust. We may
establish additional divisions within the Segment in the future.
We own the assets in the Separate Account. We are required to maintain
sufficient assets in the Separate Account to meet anticipated obligations of the
Policies funded by the Separate Account. We credit or charge the income, gains,
or losses, realized or unrealized, of the Separate Account against the assets
held in the Separate Account. We do not take any regard of the other income,
gains, or losses of MML Bay State. Assets in the Separate Account attributable
to the reserves and other liabilities under the Policies cannot be charged with
liabilities from any other business conducted by MML Bay State. We may transfer
to our General Account any assets that exceed anticipated obligations of the
Separate Account.
Some of the Funds offered are generally identical to, or are "clones" of, mutual
funds offered in the retail marketplace. These "clone" funds have the same
investment objectives, policies, and portfolio managers as the retail funds and
usually were formed after the retail funds. While the clone funds generally have
identical investment objectives, policies and portfolio managers, they are
separate and distinct from the retail funds. In fact, the performance of the
clone funds may be dramatically different from the performance of the retail
funds due to differences in the funds' sizes, dates shares of stock are
purchased and sold, cash flows and expenses. Thus, while the performance of the
retail funds may be informative, you should remember that such performance is
not the performance of the funds that support the Policy. It is not an
indication of future performance of the Policy funds.
The Funds
The MML Trust is an open-end, management investment company registered under the
14 Other Policy Information
<PAGE>
Investment Company Act of 1940 ("1940 Act"). It provides an investment vehicle
for the separate investment accounts of variable life and variable annuity
contracts offered by companies such as MassMutual. Shares of this organization
are not offered to the general public.
The assets of certain variable annuity separate accounts offered by MassMutual,
an affiliate, or other life insurers are invested in shares of these Funds.
Because these separate accounts are invested in the same underlying Funds, it is
possible conflicts could arise between Policy Owners and owners of the variable
annuity contracts.
The Boards of Trustees or Boards of Directors of the Funds will follow
procedures developed to determine whether conflicts have arisen. If a conflict
exists, the Boards will notify the insurers and they will take appropriate
action to eliminate the conflicts.
We purchase the shares of each Fund for the Division at net asset value. All
dividends and capital gain distributions received from a Fund are automatically
reinvested in that Fund at net asset value, unless MML Bay State, on behalf of
the Separate Account, elects otherwise. We redeem shares of the Funds at their
net asset values as needed to make payments under the Policies.
MML Trust. The MML Trust, managed by MassMutual, was organized as a
Massachusetts business trust on December 19, 1984. Four of the diversified
investment portfolios of the Trust are available under this Policy.
Fund Profiles
Following is a chart illustrating the risk profiles of the investment options
available under this Policy, and a summary of the investment objectives of each
Fund. Please note there can be no assurance any Fund will achieve its
objectives. More detailed information concerning these investment objectives and
the Funds is contained in the accompanying prospectuses, including information
on the risks associated with the investments, the investment techniques of each
of the Funds, and the deduction of expenses applicable to each of the Funds.
Investment Options 15
<PAGE>
INVESTMENT PREFERENCE CHART*
- --------------------------------------------------------------------------------
MML Equity Fund
MML Blend Fund
MML Managed Bond Fund
MML Money Market Fund
Guaranteed Principal Account
- --------------------------------------------------------------------------------
Conservative Less Conservative Moderate Aggressive More Aggressive
Conservative: Investment goal is preservation of principal, while incurring
little risk.
Less Conservative: Investment goal is primarily preservation of principal, with
some desire for growth.
Moderate: Investment goal is growth, while seeking some preservation of
principal.
Aggressive: Investment goal is growth, with more tolerance for risk.
More Aggressive: Investment goal is significant growth over the long-term, with
greater tolerance for risk.
*This chart is provided by Massachusetts Mutual Life Insurance Company. It does
not necessarily reflect the opinion of the underlying fund managers.
MML Money Market Fund
MML Money Market Fund seeks to maximize current income, to preserve capital, and
to maintain liquidity by investing in money market instruments.
MML Managed Bond Fund
MML Managed Bond Fund seeks a high rate of return, consistent with capital
preservation, by investing primarily in investment grade, publicly traded, fixed
income securities.
MML Blend Fund
MML Blend Fund seeks a high total rate of return over time, consistent with
prudent investment risk and capital preservation, by investing in equity, fixed
income and money market securities.
Sub-adviser to the equity sector of the Fund is David L. Babson & Company, Inc.
MML Equity Fund
MML Equity Fund seeks to achieve a superior rate of return over time from both
capital appreciation and current income and to preserve capital by investing in
equity securities.
Sub-adviser to the Fund is David L. Babson & Company, Inc.
The Investment Advisers
MassMutual serves as investment manager of each of the MML Funds under
investment management agreements. David L. Babson & Company, Inc. ("Babson"),
which is a controlled subsidiary of MassMutual, is the investment sub-adviser to
MML Equity Fund and the Equity Sector of the MML Blend Fund. Babson also is the
sub-adviser to the MML Small Cap Value Equity Fund. Both MassMutual and Babson
are registered investment advisers under the Investment Advisers Act of 1940.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies, certain
wholly owned subsidiaries of MassMutual, and various employee benefit plans.
16 Investment Options
<PAGE>
IV. Other Policy Information
When We Pay Proceeds
If the Policy has not terminated, we normally pay surrender, withdrawal, or loan
proceeds or the Death Benefit within seven days after we receive all required
documents in a form satisfactory to us at our Principal Administrative Office.
We can delay payment of the Death Benefit, the Cash Surrender Value, or any
Withdrawal or loan from the Separate Account during any period when:
(i) it is not reasonably practical to determine the amount because the New
York Stock Exchange is closed (other than customary week-end and holiday
closings); or
(ii) trading is restricted by the SEC; or
(iii) the SEC declares an emergency exists; or
(iv) the SEC, by order, permits us to delay payment in order to protect our
Owners.
We may delay paying any Cash Surrender Value, any Withdrawal, or any loan
proceeds based on the GPA for up to six months from the date the request is
received at our Principal Administrative Office.
We can delay payment of the entire Death Benefit if we contest the payment. We
investigate all death claims occurring within the two-year contestable period.
We may investigate death claims occurring beyond the two-year contestable
period. When we receive the information from a completed investigation, we
generally determine within five days whether we will authorize payment of the
claim. We make all payments promptly after authorization.
If we delay payment of a surrender or Withdrawal for 30 days or more, we add
interest to the date of payment at the same rate it is paid under the interest
payment option. We pay interest on the Death Benefit from the date of death to
the date of payment.
Payment Options
We will pay the Policy proceeds (the Death Benefit or the Cash Surrender Value)
in cash. Or if you wish, we will pay all or part of these under one or more of
the following payment options. The minimum amount that can be applied under a
payment option is $2,000. If the periodic payment under any option is less than
$20, we reserve the right to make payments at less-frequent intervals. None of
these benefits depends on the performance of the Separate Account or the GPA.
For additional information concerning these options, see the Policy. The
following payment options are currently available.
<TABLE>
<S> <C>
- ------------------------------- ------------------------------------------------------------------------------------
Installments for a Specified Equal monthly payments for any period selected, up to 30 years. The amount of each
Period payment depends on the total amount applied, the period selected, and the monthly
income rates we are using when the first payment is due.
- ------------------------------- ------------------------------------------------------------------------------------
Life Income Equal monthly payments based on the life of a named person. Payments will continue
for the lifetime of that person. You can elect income with or without a minimum
payment period.
- ------------------------------- ------------------------------------------------------------------------------------
Interest We will hold any amount applied under this option. We will pay interest on the
amount at an effective annual rate determined by us. This rate will not be less
than 3%.
- ------------------------------- ------------------------------------------------------------------------------------
Installments of Specified Each monthly payment is for an agreed specified amount not less than $10 for each
Amount $1,000 applied under the option. Interest of at least 3% per year is credited
each month on the unpaid balance and added to it. Payments continue until the
amount we hold runs out.
- ------------------------------- ------------------------------------------------------------------------------------
</TABLE>
Other Policy Information 17
<PAGE>
<TABLE>
<S> <C>
- ------------------------------- ------------------------------------------------------------------------------------
Life Income with Payments Equal monthly payments based on the life of a named person. We will make payments
Guaranteed for Amount Applied until the total amount paid equals the amount applied, whether the named person
lives until all payments have been made or not. If the named person lives beyond
the payment of the total amount applied, we will continue to make monthly payments
as long as the named person lives.
- ------------------------------- ------------------------------------------------------------------------------------
Joint Lifetime Income Equal monthly payments based on the lives of two named persons. The same payment
is made each month until both named persons have died. You can elect income with or
without a minimum payment period.
- ------------------------------- ------------------------------------------------------------------------------------
Joint Lifetime Income with Monthly payments based on the lives of two named persons. We will make payments at
Reduced Payments to Survivor the initial level while both are living, we will reduce the payments by one-third.
Payments will continue at that level for the lifetime of the other. Payments stop
when both named persons have died.
- ------------------------------- ------------------------------------------------------------------------------------
</TABLE>
Withdrawal Rights Under Payment Options. If provided in the payment option
election, you may withdraw or apply under any other option all or part of the
unpaid balance under the Fixed Amount or Interest Payment Option. You may not
withdraw any part of the payments under the Specified Period Payment Option or
payments that are based on a named person's life.
Beneficiary
A Beneficiary is any person named on our records to receive insurance proceeds
at the Insured's death. The Applicant names the Beneficiary in the application
for the Policy. You may name different classes of beneficiaries, such as primary
and secondary. These classes set the order of payment. There may be more than
one Beneficiary in a class.
You may change the Beneficiary during the Insured's lifetime by writing to our
Principal Administrative Office. Generally, the change will take effect as of
the date of the request. If no Beneficiary is living at the Insured's death,
unless provided otherwise, the Death Benefit is paid to you or, if deceased, to
your estate.
Assignment
You may assign the Policy as collateral for a loan or other obligation. For any
assignment to be binding on us, however, we must receive a signed copy of it at
our Principal Administrative Office. We are not responsible for the validity of
any assignment.
Limits on Our Right to Challenge the Policy
Except for any Policy change or reinstatement requiring evidence of
insurability, we cannot contest the validity of the Policy with respect to any
material misrepresentation in the application regarding the insurability of the
Insured once the Policy has been in force during the lifetime of Insured for two
years after the its Issue Date.
For any Policy change or reinstatement requiring evidence of insurability, we
cannot contest the validity of the change or reinstatement with respect to the
Insured after the change has been in effect for two years during the lifetime of
the Insured.
Error of Age or Gender
If the Insured's age or gender is misstated in the Policy application, we will
adjust the Death Benefit we pay under the Policy based on what the Policy would
provide based on the most recent Monthly Charge for the correct date of birth
and correct gender.
Suicide
Suicide within two years of the Policy Date is not covered by the Policy. If the
Insured dies by suicide, while sane or insane, within two years from the Issue
Date or Reinstatement Date, the Policy will terminate. We will refund the amount
of all premiums paid, less any Withdrawals and Policy Debt. If the Insured dies
by suicide, while sane or insane, within two years after the
18 Other Policy Information
<PAGE>
effective date of any increase in the Selected Face Amount, the increase will
terminate and we will refund the Monthly Charges for that increase. However, if
a refund was payable as the result of suicide during the first two years
following the Issue Date or the Reinstatement Date of the Policy, there is no
additional refund for any Selected Face Amount increase.
Additional Benefits You Can Get by Rider
You can obtain additional benefits if you request them and qualify for them. We
provide additional benefits by riders. Additional benefits are subject to the
terms of both the rider and the Policy. The cost of any rider is deducted as
part of the Monthly Charges. Subject to state availability, the following
riders are available.
Waiver of Monthly Charges Rider. This rider provides that, in the event of the
Insured's total disability that begins before Attained Age 65 and continues for
at least six months, we will waive the Monthly Charges on each Monthly
Calculation Date while the Insured remains totally disabled (but not after
Attained Age 70 if the disability occurred after Attained Age 60).
Accidental Death Benefit Rider. This rider provides for an addition to the Death
Benefit in the event the Insured's death was caused by accidental bodily injury
occurring within six months before the Insured's death. This rider provides no
benefit if the Insured dies after Attained Age 69.
Insurability Protection Rider. This rider allows the Policyowner to increase the
Selected Face Amount of the Policy for a specified amount on specified dates,
without evidence of insurability.
Accelerated Death Benefit Rider. This rider advances the Policyowner a portion
of the Death Benefit when we receive proof, satisfactory to us, the Insured is
terminally ill and is not expected to live more than 12 months. In return for
the advanced payment, a lien is established against the Policy, equal to the
amount of the Death Benefit accelerated under the Policy. Interest is not
charged on the lien.
Sales and Other Agreements
MML Distributors, LLC ("MML Distributors"), 1414 Main Street, Springfield, MA
01144-1013, is the principal underwriter of the Policy. MML Investors Services,
Inc. ("MMLISI"), at the same address serves as the co-underwriter of the Policy.
Both MML Distributors and MMLISI are registered with the SEC as broker-dealers
and are members of the National Association of Securities Dealers, Inc. (the
"NASD").
The Policy is no longer offered for sale to the public. Owners may continue,
however, to make premium payments under their existing Policies. MMLISI is the
current broker-dealer for the existing Policies.
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota and Washington; and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio and West Virginia.
Compensation
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the Policy.
Agents who sell these Policies will receive commissions based on certain
commission schedules and rules. We pay some commissions as a percentage of the
premium paid in each Year of Coverage. These commissions distinguish between
premiums up to the Target Premium and premiums paid in excess of the Target
Premium. The Target Premium is based on the Issue Age, gender, and risk
classification of the Insured. We also pay commissions as a percentage of the
average monthly Account Value in each Policy Year. The maximum commission
percentages are as follow.
Premium-based Commissions
- -------------------------- --------------------------------
Coverage Year 1 50% of premium paid up to the
Target Premium
2% of premium paid over the
Target Premium
Coverage Years 2-10 6% of premium paid up to the
Target Premium
2% of premium paid over the
Other Policy Information 19
<PAGE>
Target Premium
Coverage Years 11+ 2% of all premium paid
- -------------------------- --------------------------------
We may compensate agents who have financing agreements with general agents of
MassMutual differently. Agents who meet certain productivity and persistency
standards in selling MML Bay State and MassMutual policies are eligible for
additional compensation. General agents and district managers who are registered
representatives of MMLISI also may receive commission overrides, allowances and
other compensation.
We may pay independent, third-party broker-dealers who assist us in finding
broker-dealers to offer and sell the Policies compensation based on premium
payments for the Policies. In addition, some sales personnel may receive various
types of non-cash compensation as special sales incentives, including trips and
educational and/or business seminars.
While the compensation we pay to broker-dealers for sales of Policies may vary
with the sales agreement and level of production, the compensation generally is
expected to be comparable to the aggregate compensation we pay to agents and
general agents.
20 Other Policy Information
<PAGE>
V. Other Information
MML Bay State and MassMutual
MML Bay State is a stock life insurance company located at 140 Garden Street,
Hartford, CT 06154. MML Bay State was incorporated under the laws of Missouri in
1894 and is now domiciled in Connecticut. MML Bay State is engaged principally
in the sale of life insurance policies and annuity contracts, and is licensed to
sell such products in all states except New York, and in the District of
Columbia. MML Bay State is a wholly owned subsidiary of MassMutual. MML Bay
State is licensed to transact variable life insurance business in all U.S.
states except New York, and in the District of Columbia.
MassMutual is a mutual life insurance company chartered in 1851 under the laws
of Massachusetts. Its Home Office is located in Springfield, Massachusetts.
MassMutual is licensed to transact life, accident, and health business in all
fifty states of the United States, the District of Columbia, Puerto Rico, and
certain provinces of Canada. As of December 31, 1998, MassMutual had
consolidated statutory assets in excess of $67 billion and estimated total
assets under management of $176.8 billion.
MML Bay State's Tax Status. MML Bay State is taxed as a life insurance company
under Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The
Segment and the Separate Account are part of MML Bay State.
Due to MML Bay State's current tax status, we do not charge the Segment for MML
Bay State's federal income taxes that may be a result of activity of the
Segment. Periodically, MML Bay State reviews the question of a charge to the
Segment for MML Bay State's federal income taxes. In the future, we may impose a
charge for any federal income taxes paid by MML Bay State resulting from
activity of the Segment. Depending on the method of calculating interest on
Policy values allocated to the Guaranteed Principal Account, we may charge for
the Policy's share of MML Bay State's federal income taxes that are a result of
activity of the GPA.
Under current laws, MML Bay State may have to pay state or local taxes (in
addition to premium taxes). At present, these taxes are not significant. MML Bay
State reserves the right to charge the Separate Account for such taxes, if any,
resulting from activity of the Separate Account.
Annual Reports
MassMutual or MML Bay State maintains the records and accounts relating to the
Separate Account, the Segment and the Divisions. Each year within the 30 days
following the Policy Anniversary, we will mail you a report showing:
(i) the Account Value at the beginning of the previous Policy Year,
(ii) all premiums paid since that time,
(iii) all additions to and deductions from the Account Value during the year, an
(iv) the Account Value, Death Benefit, Cash Surrender Value and Policy Debt as
of the last Policy Anniversary.
This report may contain additional information if required by any applicable law
or regulation.
Federal Income Tax Considerations
The information in this prospectus is general and is not an exhaustive
discussion of all tax questions that might arise under the Policy. It also is
not intended as tax advice. In addition, we do not profess to know the
likelihood the current federal income tax laws and Treasury Regulations or of
the current interpretations of the Internal Revenue Service will continue. We
cannot make any guarantee regarding the future tax treatment of any Policy. We
reserve the right to make changes in the Policy to assure that it continues to
qualify as life insurance for tax purposes.
For complete information on any tax issue, we urge you to consult a qualified
tax advisor. No attempt is made in this prospectus to consider any applicable
state or other tax laws.
Other Information 21
<PAGE>
Policy Proceeds, Premiums and Loans. We believe the Policy meets the IRC
definition of life insurance. Therefore, the Death Benefit under the Policy
generally is excludible from the gross income of the Beneficiary under the IRC.
Decreases in Selected Face Amount and Withdrawals may be taxable depending on
the circumstances. The IRC states that:
. if there is a reduction of future benefits during the first 15 years after
a Policy is issued and
. if there is a cash distribution as a result of the reduction,
you may be taxed on all or a part of the amount distributed.
If these conditions do not apply, a Withdrawal is taxable only to the extent it
exceeds your unrecovered premiums unless the Policy is a modified endowment
contract. After 15 years, cash distributions are not subject to federal income
tax, except to the extent they exceed the total amount of premiums paid and not
previously recovered.
If you surrender the Policy for its full Cash Surrender Value, some of the Cash
Surrender Value may be considered ordinary income for tax purposes. The
distribution is ordinary income to the extent the Account Value exceeds the
premiums (or any other amounts paid for the Policy) paid but not previously
recovered. In making this calculation, the Account Value considered is not
reduced by any outstanding Policy Debt but it is reduced by any Surrender
Charges.
A change of the Owner or the Insured or an exchange or assignment of the Policy
may result in immediate taxable income.
We believe that under current law any loan received under the Policy will be
treated as Policy Debt of an Owner. The loan will not be considered income to
you unless the Policy has become a "modified endowment contract." If the Policy
is a modified endowment contract, loans will be fully taxable to the extent of
any income in the Policy and could be subject to an additional 10 percent tax.
Interest on Policy loans used for personal purposes generally is not
tax-deductible. However, you may deduct this interest if the loan proceeds are
used for "trade or business" or "investment" purposes if you meet certain tax
rules.
If the Owner is a business or corporation additional restrictions may apply. For
example, there are limits on interest deductions available for loans against a
business-owned Policy. The corporate alternative minimum tax may apply to any
gain in the Policy. This tax also may apply to a portion of the amount by which
Death Benefits received exceed the Policy's Cash Surrender Value on the date of
death.
The impact of federal income taxes on values under this Policy and on the
benefit to you or your Beneficiary depends on MML Bay State's tax status and on
the tax status of the individual concerned. We currently do not make any charge
against the Separate Account for federal income taxes. We may make such a charge
eventually in order to recover the future federal income tax liability of the
Separate Account.
Federal estate and gift taxes, state and local estate taxes, and other taxes
depend on the circumstances of each Owner or Beneficiary.
Modified Endowment Contracts. If a Policy is a modified endowment contract
("MEC"), loans, partial withdrawals, and other amounts distributed under the
Policy are taxable to the extent of any accumulated income in the Policy. The
collateral assignment of a MEC is also treated as a taxable distribution. In
general, the amount subject to taxation is the excess of the Account Value (both
loaned and unloaned) over the previously unrecovered premiums paid. Death
benefits paid under a MEC, however, are not taxed any differently than death
benefits payable under other life insurance contracts.
A Policy is a MEC if it satisfies the definition of life insurance in the IRC
but fails the additional "7-pay test." A Policy fails this test if:
. the accumulated amount paid under the contract at any time during the
first seven contract years
exceeds
. the total premiums that would have been payable for a Policy providing
guaranteed benefits and requiring the payment of only seven level annual
premiums.
A Policy may pass the 7-pay test and still be taxed as a MEC if it is received
in exchange for a MEC.
22 Other Information
<PAGE>
If certain changes are made to a Policy we will re-test it to determine if it
has become a MEC. For example, if you reduce the death benefit during the first
seven contract years we will retest the Policy. If the test shows the Policy has
become a MEC, this classification change is effective retroactively to the
Policy Year in which the actual premiums paid exceed the new 7-pay limits.
We will retest whenever there is a "material change" to the Policy while it is
in force. If there is a material change a new 7-pay test period begins at that
time. The term "material change" includes any increases in death benefits.
Since the Policy provides for flexible premium payments, we have procedures for
determining whether increases in death benefits or additional premium payments
cause the start of a new seven-year test period or the taxation of distributions
and loans.
If any amount is taxable as a distribution of income under a MEC, it also will
be subject to a 10% penalty tax. There are a few exceptions to the additional
penalty tax for individual Owners. The penalty tax will not apply to
distributions:
(i) made on or after the date the taxpayer attains age 59 1/2; or
(ii) made because the taxpayer became disabled; or
(iii) made as part of a series of substantially equal periodic payments paid for
the life or life expectancy of the taxpayer. These payments must be made
at least annually.
Once a Policy fails the 7-pay test, loans and distributions in the year of
failure and in future years are subject to the rules for MECs. In addition,
loans and distributions received in anticipation of failing the 7-pay test are
defined as any loans and distributions made within two years prior to failing
the 7-pay test and are subject to taxation.
Under certain circumstances, a loan, collateral assignment, or other
distribution under a MEC may be taxable even though it exceeds the amount of
income accumulated in the Policy. For purposes of determining the amount of
income received from a MEC, the law considers the total of all income in all the
MECs issued within the same calendar year to the same Owner by an insurer and
its affiliates. Loans, collateral assignments, and distributions from any one
MEC are taxable to the extent of this total income.
Qualified Plans. The Policy may be used as part of certain tax-qualified and/or
ERISA employee benefit plans. Since the rules concerning the use of a Policy
with such plans are complex, you should not use the Policy in this way until you
have consulted a competent tax adviser. You may not use the Policy as part of an
Individual Retirement Account (IRA).
Your Voting Rights
You have the right to instruct us how to vote on questions submitted to the
shareholders of the funds supporting the Policy to the extent you have invested
in these Divisions.
Your right to instruct us is based on the number of shares of the Funds
attributable to your Policy. The Policy's number of shares of the Funds is
determined by dividing the Policy's Account Value held in each Division of the
Separate Account by $100. Fractional votes are counted.
You receive proxy material and a form to complete giving us voting instructions.
Shares of the Funds held by the Separate Account for which we do not receive
instructions are voted for or against any proposition in the same proportion as
the shares for which we do receive instructions.
Reservation of Rights
We reserve the right to take certain actions. Specifically, we reserve the right
to:
. Create new Divisions of the Separate Account;
. Create new Separate Accounts and new Segments;
. Combine any two or more Separate Accounts, Segments or Divisions;
. Make available additional or alternative Divisions of the Separate Account
investing in additional investment companies;
. Invest the assets of the Separate Account in securities other than shares
of the Funds. These securities can be substitutes for Fund
Other Information 23
<PAGE>
shares already purchased or they can apply only to future purchases.
. Operate the Separate Account as a management investment company under the
1940 Act or in any other form permitted by law;
. De-register the Separate Account under the 1940 Act in the event such
registration is no longer required;
. Substitute one or more Funds for other funds with similar investment
objectives;
. Delete Funds or close Funds to future investments; and
. Change the name of the Separate Account.
We have reserved all rights to the name MML Bay State Life Insurance Company or
any part of it. We may allow the Separate Account and other entities to use our
name or part of it, but we also may withdraw this right.
Service Agreement
In addition to acting as an investment manager for the funds underlying the
Divisions of the Separate Account, MassMutual performs certain investment and
administrative duties for MML Bay State. MassMutual does this according to a
written agreement. The agreement is renewed automatically each year, unless
either party terminates it. Under this agreement, we pay MassMutual for salary
costs and other services and an amount for indirect costs incurred through MML
Bay State's use of MassMutual's personnel and facilities.
Bonding Arrangement
An insurance company blanket bond is maintained providing $75,000,000 coverage
for officers and employees of MassMutual and MML Bay State (subject to a
$350,000 deductible) and $75,000,000 for MassMutual's general agents and agents
(also subject to a $350,000 deductible).
Legal Proceedings
We are not currently involved in any legal proceedings that would have a
material impact on the Policy.
Year 2000
Like other businesses and governments around the world, MML Bay State could be
adversely affected if the computer systems used by the company and those with
which it does business do not properly recognize the year 2000. This is commonly
known as the "Year 2000 issue."
In 1996, MML Bay State's parent company, MassMutual, began an enterprise-wide
process of identifying, evaluating and implementing changes to computer systems
and applications software to address the Year 2000 issue on its own behalf and
on behalf of certain subsidiaries, including MML Bay State. MassMutual is
addressing the Year 2000 issue internally with modifications to existing
programs and conversions to new programs. MassMutual is also seeking assurances
from vendors, customers, service providers, governments and others with which
MassMutual and MML Bay State conduct business, to determine their Year 2000
readiness.
MassMutual has allocated a portion of the costs related to the Year 2000 issue
to MML Bay State. The costs are currently being expensed and, when measured
against net gain from operations before dividends, are not material to MML Bay
State.
Experts
We have included the financial statements of MML Bay State, and the Variable
Life Plus Segment of MML Bay State Variable Life Separate Account I, in this
prospectus in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
PricewaterhouseCoopers LLP's report on the statutory financial statements of MML
Bay State includes explanatory paragraphs relating to the use of statutory
accounting practices rather than generally accepted accounting principles.
Craig Waddington, FSA, MAAA, Vice President for MassMutual, has examined the
illustrations in Appendix D of this prospectus. We filed his opinion on the
illustrations as an exhibit to the registration statement filed with the
SEC.
24 Other Information
<PAGE>
Appendix A
Definition of Terms
Account Value: The sum of the Variable Account Value and the Fixed Account Value
of the Policy.
Principal Administrative Office: Our Principal Administrative Office is located
at 1295 State Street, Springfield, Massachusetts 01111-0001.
Attained Age: The Issue Age of the Insured plus the number of completed Policy
Years.
Beneficiary(ies): The person or persons specified by you to receive some or all
of the Death Benefit at the Insured's death.
Cash Surrender Value: The amount payable to an Owner upon surrender of the
Policy. It is equal to the Account Value less any Surrender Charges that apply
and less any Policy Debt.
Death Benefit: The amount paid following receipt of due proof of the Insured's
death. The amount is equal to the benefit provided by the Death Benefit Option
in effect on the date of death less any Policy Debt outstanding and any unpaid
Monthly Charges to the date of death.
Death Benefit Option: The Policy offers two Death Benefit Options for
determination of the amount of the Death Benefit. The Death Benefit Option is
elected at time of application and, subject to certain requirements, may be
changed at a later date.
Fixed Account Value: The current Account Value that is allocated to the
Guaranteed Principal Account.
Good Order: Generally, in Good Order means that we have received everything we
need to process the transaction. For example, we may need certain forms
completed and signed before we can process a transaction. Likewise, we cannot
process certain financial transactions until we have received funds with proper
instructions and authorizations.
Guaranteed Principal Account ("GPA"): Part of our General Account, the GPA is a
fixed account to and from which you may make allocations and transfers.
Insured: The person whose life this Policy insures.
Issue Age: The age of the Insured at his or her birthday nearest the Policy
Date.
Issue Date: The date on which the Policy is actually issued; it is also the date
the suicide and contestability periods begin.
Minimum Face Amount: The Death Benefit needed for the Policy to qualify as life
insurance under federal tax law.
Monthly Calculation Date: The monthly date on which the Monthly Charges for the
Policy are due. The first Monthly Calculation Date is the Policy Date, and
subsequent Monthly Calculation Dates are on the same day of each succeeding
calendar month.
Monthly Charges: The charges assessed against the Policy Account Value each
month.
Net Premium: The premium payment we receive in Good Order, minus the Premium
Expense Charge.
Owner: The person or entity that owns the Policy.
Policy: The flexible premium variable whole life insurance Policy offered by MML
Bay State and described in this Prospectus.
Policy Anniversary Date: An anniversary of the Policy Date.
Policy Date: The date shown on the Policy that is the starting point for
determining Policy Anniversary Dates, Policy Years, and Monthly Calculation
Dates.
Appendix A 25
<PAGE>
Policy Debt: All outstanding Policy loans plus accrued loan interest.
Policy Year: A twelve-month period commencing with the Policy Date or a Policy
Anniversary Date.
Separate Account: The Policies' designated segment of the "MML Bay State
Variable Life Separate Account I" established by MML Bay State and maintained
under the laws of Connecticut. It is registered as a unit investment trust with
the Securities and Exchange Commission under 1940 Act. The Separate Account is
used to receive and invest Net Premiums for this Policy.
Target Premium: The level of premium payments used to determine commission
payments. The Target Premium is equal to the minimum Planned Annual Premium. It
is based on the Selected Face Amount, the first premium paid, and the Issue Age,
gender, and risk classification of the Insured.
Valuation Date: A date on which the net asset value of the shares of each
Division of the Separate Account is determined. Generally, this will be any date
on which the New York Stock Exchange (or its successor) is open for trading.
Variable Account Value: The total of the values of the accumulation units
credited to the Policy in each Division of the Separate Account multiplied by
your number of units in that Division.
We, us, our: Refer to MML Bay State.
Year of Coverage: For the initial Selected Face Amount, each Policy Year is a
Year of Coverage. For any increase in the Selected Face Amount, each Year of
Coverage is measured from the effective date of the increase.
You, your: Refer to the Owner of the Policy.
26 Appendix A
<PAGE>
Appendix B
Example of the Impact of the Account Value and Premiums on the Policy Death
Benefit
- --------------------------------------------------------------------------------
Assume the following:
- --------------------------------------------------------------------------------
. Selected Face Amount is $1,000,000
. Account Value is $50,000
. Minimum Face Amount is $219,000
. No Policy Debt
- --------------------------------------------------------------------------------
Based on these assumptions,
. the Death Benefit is $1,000,000.
If the Account Value increases to $80,000 and the Minimum Face Amount increases
to $350,400,
. the Death Benefit remains at $1,000,000.
If the Account Value decreases to $30,000 and the Minimum Face Amount decreases
to $131,400,
. the Death Benefit still remains at $1,000,000.
Appendix B 27
<PAGE>
Appendix C
Rates of Return
From time to time, we may report different types of historical performance for
the Divisions of the Separate Account available under the Policy. We may report
the average annual total returns of the funds over various time periods. These
returns will reflect deductions for investment management fees and fund expenses
and an annual deduction for the Mortality and Expense Risk Charge. The returns
do not reflect any Policy charges, which, if included, would reduce performance.
On request, we will provide an illustration of Account Values and Cash Surrender
Values for hypothetical Insureds of given ages, gender, risk classifications,
premium levels and initial Selected Face Amounts. We will base the illustration
either on actual historic fund performance or on a hypothetical investment
return. The hypothetical return will be between 0% and 12%. The Cash Surrender
Value figures will assume all fund charges, the Mortality and Expense Risk
Charge, and all other Policy charges are deducted. The Account Value figures
will assume all charges except the Surrender Charge are deducted.
We also may distribute sales literature comparing the Divisions of the Separate
Account to established market indices, such as the Standard & Poor's 500 Stock
Index and the Dow Jones Industrial Average. These comparisons may show the
percentage change in the net asset values of the funds or in the Accumulation
Unit Values. We also may make comparisons to the percentage change in values of
other mutual funds with investment objectives similar to those of the Divisions
of the Separate Account being compared.
Tables 1 and 2 show the Effective Annual Rates of Return and One Year Total
Returns, respectively, of the funds based on the actual investment performance
(after deduction of investment management fees and direct operating expenses)
underlying each Division of the Separate Account. Table 1 shows figures for
periods ended December 31, 1998, while Table 2 shows December 31 one-year total
returns for each year shown. These rates do not reflect:
. the Mortality and Expense Risk Charges assessed against the Separate
Account
. deductions from premiums or Monthly Charges assessed against the Account
Value of the Policies
. the Policy's Surrender Charges
Therefore, these rates are not illustrative of how actual investment performance
will affect the benefits under the Policy (see, however, Illustration of Death
Benefits, Cash Surrender Values, and Accumulated Premiums, Appendix D). The
rates of return shown are not necessarily indicative of future performance. You
may consider these rates of return, however, in assessing the competence and
performance of the investment advisers.
28 Appendix C
<PAGE>
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Since
Fund Inception 15 Years 10 Years 5 Years 1 Year
<S> <C> <C> <C> <C> <C>
MML Equity 14.84% 15.76% 16.39% 19.66% 16.20%
MML Managed Bond 10.24% 10.16% 9.19% 7.07% 8.14%
MML Blend 13.67% --- 13.70% 14.60% 13.56%
MML Money Market 6.66% 6.16% 5.41% 4.95% 5.16%
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The figures in this Table do not reflect any charges at the Separate Account
or Policy level.
*since inception.
Dates of inception:
MML Equity Fund - 9/15/71
MML Managed Bond Fund - 12/16/81
MML Money Market Fund - 12/16/81
MML Blend Fund - 2/3/84
Appendix C 29
<PAGE>
TABLE 2
ONE YEAR TOTAL RETURNS
- ------------------------------------------------------------------------------
Year MML MML Money
Ended MML Equity Managed MML Blend Market
Bond
1998 16.20% 8.14% 13.56% 5.16%
1997 28.59% 9.91% 20.89% 5.18%
1996 20.25% 3.25% 13.95% 5.01%
1995 31.13% 19.14% 23.28% 5.58%
1994 4.10% (3.76%) 2.48% 3.84%
1993 9.52% 11.81% 9.70% 2.75%
1992 10.48% 7.31% 9.36% 3.48%
1991 25.56% 16.66% 24.00% 6.01%
1990 (0.51%) 8.38% 2.37% 8.12%
1989 23.04% 12.83% 19.96% 9.16%
1988 16.68% 7.13% 13.40% 7.39%
1987 2.10% 2.60% 3.12% 6.49%
1986 20.15% 14.46% 18.30% 6.60%
1985 30.54% 19.94% 24.88% 8.03%
1984 5.40% 11.69% 8.24%* 10.39%
1983 22.85% 7.26% --- 8.97%
1982 25.67% 22.79%* --- 11.12%*
1981 6.67% --- --- ---
1980 27.62% --- --- ---
1979 19.54% --- --- ---
1978 3.71% --- --- ---
1977 (0.52%) --- --- ---
1976 24.77% --- --- ---
1975 32.85% --- --- ---
1974 (17.61%)** --- --- ---
- ------------------------------------------------------------------------------
The figures in this Table do not reflect any charges at the Separate Account or
Policy level.
*Since inception.
**Performance for the MML Equity Fund prior to 1974 is not available.
Dates of inception:
MML Equity Fund - 9/15/71
MML Managed Bond Fund - 12/16/81
MML Money Market Fund - 12/16/81
MML Blend Fund - 2/3/84
30 Appendix C
<PAGE>
Appendix D
Illustration of Death Benefits,
Cash Surrender Values, and
Accumulated Premiums
The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit and Cash Surrender Value could vary over an extended
period of time assuming the funds experience hypothetical gross rates of
investment return (i.e., investment income and capital gains and losses,
realized or unrealized), equal to constant gross annual rates of 0%, 6%, and
12%. The tables are based on annual premium payments of $1,200 for a Nonsmoker
Male age 35. Nonsmoker is currently our best risk classification. Separate
tables are shown for the current and guaranteed schedules of charges. These
tables will assist in the comparison of Death Benefits and Cash Surrender Values
for the Policy with those of other variable life policies.
The Death Benefits and Cash Surrender Values for a Policy would be different
from the amounts shown if:
. the rates of return averaged 0%, 6%, and 12% over a period of years, but
varied above and below that average in individual Policy Years
. any Policy loan were made during the period of time illustrated
. the rates of return for all funds averaged 0%, 6%, and 12% but varied
above or below that average for particular funds.
The Death Benefits and Cash Surrender Values shown in Tables 1 and 2 reflect the
following current charges:
. Administrative Charges of $4 per month per Policy in all years.
. Mortality Charges based on the current rates we are charging for
Nonsmoker, fully underwritten risks.
. Mortality and Expense Risk Charges of 0.40% on an annual basis of the
daily net asset value of the Separate Account in all Policy Years.
. Fund level expenses of 0.43% on an annual basis of the net asset value of
the Separate Account. These expenses represent the unweighted average of
all fund expenses.
The Death Benefits and Cash Surrender Values shown in Tables 3 and 4 reflect the
following guaranteed maximum charges as well as the current fund level
expenses.
. Administrative Charges equal to $8 per month per Policy in all years.
. Mortality Charges based on the Commissioners 1980 Standard Ordinary
Nonsmoker Mortality Table.
. Mortality and Expense Risk Charges equal to 0.40% on an annual basis of
the daily net asset value of the Separate Account in all years.
Cash Surrender Values shown in the Tables reflect the deduction of the
applicable Administrative Surrender Charge (during the first 10 Policy Years)
and the applicable Sales Load Surrender Charge (during the first 15 Policy
Years).
Taking the current Mortality and Expense Risk Charge and the fund level expenses
into account, the gross rates of 0%, 6%, and 12% are (0.83%), 5.12%, and 11.08%,
respectively, on a net basis.
Appendix D 31
<PAGE>
<TABLE>
<CAPTION>
TABLE 1
Flexible Premium Variable Whole Life Insurance Policy
Male Issue Age 35, Nonsmoker $1,200 Annual Premium
Current Schedule of Charges $100,000 Selected Face Amount
Death Benefit Assuming Hypothetical Cash Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $1,260 $100,000 $100,000 $100,000 $178 $238 $297
- -------------------------- ----------------------------------------------- ----------------------------------------------
2 $2,583 $100,000 $100,000 $100,000 $1,055 $1,231 $1,414
- -------------------------- ----------------------------------------------- ----------------------------------------------
3 $3,972 $100,000 $100,000 $100,000 $1,947 $2,297 $2,677
- -------------------------- ----------------------------------------------- ----------------------------------------------
4 $5,431 $100,000 $100,000 $100,000 $2,851 $3,437 $4,097
- -------------------------- ----------------------------------------------- ----------------------------------------------
5 $6,962 $100,000 $100,000 $100,000 $3,740 $4,624 $5,661
- -------------------------- ----------------------------------------------- ----------------------------------------------
6 $8,570 $100,000 $100,000 $100,000 $4,611 $5,859 $7,383
- -------------------------- ----------------------------------------------- ----------------------------------------------
7 $10,259 $100,000 $100,000 $100,000 $5,465 $7,145 $9,282
- -------------------------- ----------------------------------------------- ----------------------------------------------
8 $12,032 $100,000 $100,000 $100,000 $6,299 $8,483 $11,376
- -------------------------- ----------------------------------------------- ----------------------------------------------
9 $13,893 $100,000 $100,000 $100,000 $7,114 $9,875 $13,686
- -------------------------- ----------------------------------------------- ----------------------------------------------
10 $15,848 $100,000 $100,000 $100,000 $7,906 $11,322 $16,236
- -------------------------- ----------------------------------------------- ----------------------------------------------
15 $27,189 $100,000 $100,000 $100,000 $11,580 $19,533 $33,723
- -------------------------- ----------------------------------------------- ----------------------------------------------
20 $41,663 $100,000 $100,000 $146,127 $14,001 $28,986 $61,918
- -------------------------- ----------------------------------------------- ----------------------------------------------
25 $60,136 $100,000 $100,000 $218,192 $15,184 $40,377 $106,957
- -------------------------- ----------------------------------------------- ----------------------------------------------
30 $83,713 $100,000 $100,000 $321,234 $15,220 $54,789 $179,460
- -------------------------- ----------------------------------------------- ----------------------------------------------
35 $113,804 $100,000 $115,054 $466,822 $13,270 $72,819 $295,457
- -------------------------- ----------------------------------------------- ----------------------------------------------
40 $152,208 $100,000 $134,403 $682,774 $6,977 $93,988 $477,464
- -------------------------- ----------------------------------------------- ----------------------------------------------
45 $201,222 $100,000 $154,882 $993,564 $0 $118,230 $758,446
- -------------------------- ----------------------------------------------- ----------------------------------------------
50 $263,778 $100,000 $178,480 $1,455,511 $0 $145,106 $1,183,343
- -------------------------- ----------------------------------------------- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
<S> <C> <C> <C>
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
1 $898 $957 $1,017
--------------------------------------------------------------
2 $1,782 $1,957 $2,140
--------------------------------------------------------------
3 $2,651 $3,001 $3,380
--------------------------------------------------------------
4 $3,505 $4,091 $4,751
--------------------------------------------------------------
5 $4,343 $5,227 $6,264
--------------------------------------------------------------
6 $5,165 $6,413 $7,937
--------------------------------------------------------------
7 $5,968 $7,649 $9,786
--------------------------------------------------------------
8 $6,753 $8,937 $11,830
--------------------------------------------------------------
9 $7,517 $10,279 $14,089
--------------------------------------------------------------
10 $8,260 $11,675 $16,589
--------------------------------------------------------------
15 $11,588 $19,542 $33,732
--------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
32 Appendix D
<PAGE>
<TABLE>
<CAPTION>
TABLE 2
Flexible Premium Variable Whole Life Insurance Policy
Female Issue Age 35, Nonsmoker $1,200 Annual Premium
Current Schedule of Charges $100,000 Selected Face Amount
Death Benefit Assuming Hypothetical Cash Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $1,260 $100,000 $100,000 $100,000 $224 $284 $345
- -------------------------- ----------------------------------------------- ----------------------------------------------
2 $2,583 $100,000 $100,000 $100,000 $1,121 $1,299 $1,484
- -------------------------- ----------------------------------------------- ----------------------------------------------
3 $3,972 $100,000 $100,000 $100,000 $2,048 $2,402 $2,786
- -------------------------- ----------------------------------------------- ----------------------------------------------
4 $5,431 $100,000 $100,000 $100,000 $2,968 $3,561 $4,230
- -------------------------- ----------------------------------------------- ----------------------------------------------
5 $6,962 $100,000 $100,000 $100,000 $3,872 $4,769 $5,820
- -------------------------- ----------------------------------------------- ----------------------------------------------
6 $8,570 $100,000 $100,000 $100,000 $4,759 $6,026 $7,572
- -------------------------- ----------------------------------------------- ----------------------------------------------
7 $10,259 $100,000 $100,000 $100,000 $5,629 $7,335 $9,503
- -------------------------- ----------------------------------------------- ----------------------------------------------
8 $12,032 $100,000 $100,000 $100,000 $6,481 $8,699 $11,635
- -------------------------- ----------------------------------------------- ----------------------------------------------
9 $13,893 $100,000 $100,000 $100,000 $7,316 $10,120 $13,989
- -------------------------- ----------------------------------------------- ----------------------------------------------
10 $15,848 $100,000 $100,000 $100,000 $8,132 $11,602 $16,591
- -------------------------- ----------------------------------------------- ----------------------------------------------
15 $27,189 $100,000 $100,000 $107,146 $11,939 $20,035 $34,445
- -------------------------- ----------------------------------------------- ----------------------------------------------
20 $41,663 $100,000 $100,000 $168,404 $14,738 $30,025 $63,072
- -------------------------- ----------------------------------------------- ----------------------------------------------
25 $60,136 $100,000 $100,000 $250,713 $16,694 $42,439 $109,006
- -------------------------- ----------------------------------------------- ----------------------------------------------
30 $83,713 $100,000 $115,275 $363,792 $17,675 $57,927 $182,810
- -------------------------- ----------------------------------------------- ----------------------------------------------
35 $113,804 $100,000 $133,226 $522,779 $17,049 $76,567 $300,448
- -------------------------- ----------------------------------------------- ----------------------------------------------
40 $152,208 $100,000 $152,250 $750,246 $14,804 $99,510 $490,357
- -------------------------- ----------------------------------------------- ----------------------------------------------
45 $201,222 $100,000 $175,355 $1,094,232 $8,730 $127,069 $792,922
- -------------------------- ----------------------------------------------- ----------------------------------------------
50 $263,778 $100,000 $199,262 $1,585,059 $0 $158,144 $1,257,983
- -------------------------- ----------------------------------------------- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
<S> <C> <C> <C>
1 $913 $974 $1,034
--------------------------------------------------------------
2 $1,814 $1,991 $2,176
--------------------------------------------------------------
3 $2,699 $3,054 $3,438
--------------------------------------------------------------
4 $3,570 $4,163 $4,832
--------------------------------------------------------------
5 $4,423 $5,320 $6,372
--------------------------------------------------------------
6 $5,261 $6,527 $8,073
--------------------------------------------------------------
7 $6,080 $7,786 $9,955
--------------------------------------------------------------
8 $6,883 $9,100 $12,036
--------------------------------------------------------------
9 $7,667 $10,472 $14,341
--------------------------------------------------------------
10 $8,434 $11,904 $16,893
--------------------------------------------------------------
15 $11,946 $20,042 $34,452
--------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 33
<PAGE>
<TABLE>
<CAPTION>
TABLE 3
Flexible Premium Variable Whole Life Insurance Policy
Male Issue Age 35, Nonsmoker $1,200 Annual Premium
Guaranteed Schedules of Mortality and Expense Charges $100,000 Selected Face Amount
and Current Fund Level Charges
Death Benefit Assuming Hypothetical Cash Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $1,260 $100,000 $100,000 $100,000 $119 $177 $235
- -------------------------- ----------------------------------------------- ----------------------------------------------
2 $2,583 $100,000 $100,000 $100,000 $938 $1,107 $1,282
- -------------------------- ----------------------------------------------- ----------------------------------------------
3 $3,972 $100,000 $100,000 $100,000 $1,771 $2,104 $2,466
- -------------------------- ----------------------------------------------- ----------------------------------------------
4 $5,431 $100,000 $100,000 $100,000 $2,614 $3,169 $3,796
- -------------------------- ----------------------------------------------- ----------------------------------------------
5 $6,962 $100,000 $100,000 $100,000 $3,439 $4,275 $5,257
- -------------------------- ----------------------------------------------- ----------------------------------------------
6 $8,570 $100,000 $100,000 $100,000 $4,244 $5,422 $6,863
- -------------------------- ----------------------------------------------- ----------------------------------------------
7 $10,259 $100,000 $100,000 $100,000 $5,029 $6,612 $8,628
- -------------------------- ----------------------------------------------- ----------------------------------------------
8 $12,032 $100,000 $100,000 $100,000 $5,792 $7,845 $10,570
- -------------------------- ----------------------------------------------- ----------------------------------------------
9 $13,893 $100,000 $100,000 $100,000 $6,532 $9,123 $12,708
- -------------------------- ----------------------------------------------- ----------------------------------------------
10 $15,848 $100,000 $100,000 $100,000 $7,249 $10,449 $15,064
- -------------------------- ----------------------------------------------- ----------------------------------------------
15 $27,189 $100,000 $100,000 $100,000 $10,505 $17,904 $31,165
- -------------------------- ----------------------------------------------- ----------------------------------------------
20 $41,663 $100,000 $100,000 $134,935 $12,481 $26,332 $57,176
- -------------------------- ----------------------------------------------- ----------------------------------------------
25 $60,136 $100,000 $100,000 $200,489 $12,852 $36,043 $98,279
- -------------------------- ----------------------------------------------- ----------------------------------------------
30 $83,713 $100,000 $100,000 $289,765 $10,535 $47,088 $161,880
- -------------------------- ----------------------------------------------- ----------------------------------------------
35 $113,804 $100,000 $100,000 $407,362 $3,129 $59,555 $257,824
- -------------------------- ----------------------------------------------- ----------------------------------------------
40 $152,208 $100,000 $105,783 $570,030 $0 $73,974 $398,622
- -------------------------- ----------------------------------------------- ----------------------------------------------
45 $201,222 $100,000 $116,304 $783,232 $0 $88,781 $597,887
- -------------------------- ----------------------------------------------- ----------------------------------------------
50 $263,778 $100,000 $126,709 $1,073,126 $0 $103,015 $872,460
- -------------------------- ----------------------------------------------- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
--------------------------------------------------------------
End of
Policy Year 0% 6% 12%
--------------------------------------------------------------
<S> <C> <C> <C>
1 $839 $897 $955
--------------------------------------------------------------
2 $1,665 $1,833 $2,008
--------------------------------------------------------------
3 $2,475 $2,808 $3,170
--------------------------------------------------------------
4 $3,268 $3,823 $4,450
--------------------------------------------------------------
5 $4,042 $4,879 $5,861
--------------------------------------------------------------
6 $4,798 $5,976 $7,417
--------------------------------------------------------------
7 $5,532 $7,115 $9,131
--------------------------------------------------------------
8 $6,246 $8,299 $11,023
--------------------------------------------------------------
9 $6,936 $9,527 $13,111
--------------------------------------------------------------
10 $7,602 $10,802 $15,418
--------------------------------------------------------------
15 $10,514 $17,912 $31,174
--------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
34 Appendix D
<PAGE>
<TABLE>
<CAPTION>
TABLE 4
<S> <C>
Flexible Premium Variable Whole Life Insurance Policy
Female Issue Age 35, Nonsmoker $1,200 Annual Premium
Guaranteed Schedules of Mortality and Expense Charges $100,000 Selected Face Amount
and Current Fund Level Charges
<CAPTION>
Death Benefit Assuming Hypothetical Cash Surrender Value Assuming Hypothetical
Gross Annual Investment Return of: Gross Annual Investment Return of:
----------------------------------------------- ----------------------------------------------
Premiums
End of Accumulated at
Policy 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
- -------------------------- ----------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $1,260 $100,000 $100,000 $100,000 $172 $230 $288
2 $2,583 $100,000 $100,000 $100,000 $1,014 $1,185 $1,363
3 $3,972 $100,000 $100,000 $100,000 $1,885 $2,224 $2,592
4 $5,431 $100,000 $100,000 $100,000 $2,748 $3,314 $3,952
5 $6,962 $100,000 $100,000 $100,000 $3,592 $4,445 $5,446
6 $8,570 $100,000 $100,000 $100,000 $4,417 $5,619 $7,088
7 $10,259 $100,000 $100,000 $100,000 $5,220 $6,836 $8,892
8 $12,032 $100,000 $100,000 $100,000 $6,002 $8,099 $10,878
9 $13,893 $100,000 $100,000 $100,000 $6,764 $9,410 $13,067
10 $15,848 $100,000 $100,000 $100,000 $7,504 $10,773 $15,484
15 $27,189 $100,000 $100,000 $100,000 $10,917 $18,488 $32,033
20 $41,663 $100,000 $100,000 $156,608 $13,336 $27,551 $58,655
25 $60,136 $100,000 $100,000 $232,563 $14,795 $38,643 $101,114
30 $83,713 $100,000 $104,275 $335,259 $14,920 $52,400 $168,472
35 $113,804 $100,000 $119,206 $474,739 $12,321 $68,509 $272,839
40 $152,208 $100,000 $132,724 $661,264 $4,842 $86,748 $432,199
45 $201,222 $100,000 $146,018 $917,075 $0 $105,810 $664,547
50 $263,778 $100,000 $157,246 $1,252,018 $0 $124,798 $993,665
- -------------------------- ----------------------------------------------- ----------------------------------------------
<CAPTION>
Account Value Assuming Hypothetical
Gross Annual Investment Return of:
------------------------------------------------------------
End of
Policy Year 0% 6% 12%
------------------------------------------------------------
<S> <C> <C> <C>
1 $861 $919 $978
2 $1,707 $1,878 $2,056
3 $2,537 $2,876 $3,244
4 $3,349 $3,915 $4,554
5 $4,144 $4,996 $5,997
6 $4,919 $6,120 $7,589
7 $5,672 $7,288 $9,344
8 $6,404 $8,500 $11,280
9 $7,115 $9,761 $13,419
10 $7,806 $11,074 $15,785
15 $10,925 $18,496 $32,040
------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Please remember that the hypothetical investment rates of return shown above and
elsewhere in this prospectus are illustrative only and are not a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those shown.
Appendix D 35
<PAGE>
Appendix E
Directors of MML Bay State Life Insurance Company
<TABLE>
<CAPTION>
Name, Position, Business Address Principal Occupation(s) During Past Five Years
- -------------------------------- ----------------------------------------------
<S> <C>
Lawrence V. Burkett, Jr., Director, MML Bay State
President and Chief Executive Officer Director, President and Chief Executive Officer (since 1996)
1295 State Street MassMutual
Springfield, MA 01111 Executive Vice President and General Counsel (since 1993)
Senior Vice President and Deputy General Counsel (1992-1993)
John B. Davies, Director MML Bay State
1295 State Street Director (since 1996)
Springfield, MA 01111 MassMutual
Executive Vice President (since 1994)
Associate Executive Vice President (1994-1994)
General Agent (1982-1993)
Isadore Jermyn, Director and Senior Vice MML Bay State
President and Actuary Director (since 1990)
1295 State Street Senior Vice President and Actuary (since 1996)
Springfield, MA 01111 MassMutual
Senior Vice President and Actuary (since 1999 and 1995-1998)
Senior Vice President and Chief Actuary (1998-1999)
Vice President and Actuary (1980-1995)
James E. Miller, Director and Senior MML Bay State
Vice President-Life Operations Director and Senior Vice President-Life Operations (since 1998)
140 Garden Street MassMutual
Hartford, CT 06154 Executive Vice President (since 1997 and 1987-1996)
UniCare Life & Health
Senior Vice President (1996-1997)
Robert J. O'Connell, Director MML Bay State
1295 State Street Director (since 1999)
Springfield, MA 01111 MassMutual
President and Chief Executive Officer (since 1999)
American International Group, Inc.
Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-1998)
</TABLE>
36 Appendix E
<PAGE>
<TABLE>
<CAPTION>
Name, Position, Business Address Principal Occupation(s) During Past Five Years
- -------------------------------- ----------------------------------------------
<S> <C>
Stuart H. Reese, Director and Senior MML Bay State
Vice President-Investments Director (since 1994) and Senior Vice President-Investments (since
1295 State Street 1996)
Springfield, MA 01111 MassMutual
Senior Vice President (since 1993)
Aetna Life and Casualty and Affiliates
Investment Manager (1979-1993)
<CAPTION>
Principal Officers (other than those who are also Directors):
- -------------------------------------------------------------
<S> <C>
Anne Melissa Dowling, Senior Vice MML Bay State
President-Large Corporate Marketing Senior Vice President-Large Corporate Marketing (since 1996);
140 Garden Street Director (1996-1998)
Hartford, CT 06154 MassMutual
Senior Vice President (since 1996)
Connecticut Mutual Life Insurance Company
Chief Investment Officer (1994-1996)
Travelers Insurance Co.
Senior Vice President-International (1987-1993)
Edward M. Kline, Treasurer MML Bay State
1295 State Street Treasurer (since 1997)
Springfield, MA 01111 MassMutual
Vice President (since 1989) and Treasurer (since 1997)
Ann F. Lomeli, Secretary MML Bay State
1295 State Street Vice President (since 1997) and Secretary (since 1998)
Springfield, MA 01111 MassMutual
Vice President, Secretary and Deputy General Counsel
(since 1999)
Vice President, Secretary and Associate General Counsel
(1998-1999)
Vice President, Associate Secretary and Associate General
Counsel (1996-1998)
Connecticut Mutual Life Insurance Company
Corporate Secretary and Counsel (1988-1996)
</TABLE>
Appendix E 37
<PAGE>
Report Of Independent Accountants
To the Board of Directors and Policyowners of
MML Bay State Life Insurance Company
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the divisions of the
Variable Life Plus segment of MML Bay State Variable Life Separate Account I
(hereafter referred to as "the Account") at December 31, 1998, the results of
each of their operations for the year then ended and the changes in each of
their net assets for each of the two years in the period then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Account's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of investments owned at
December 31, 1998 by correspondence with the investment company, provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Springfield, Massachusetts
February 25, 1999
F-1
<PAGE>
MML Bay State Variable Life Separate Account I - Variable Life Plus
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Investment in the MML Series Investment Fund
Number of shares (Note 2) 4,788,209 2,905,230 425,701 2,919,695
============== ============= ============= =============
Identified cost (Note 3B) $128,110,269 $ 2,905,230 $ 5,129,538 $61,089,588
============== ============= ============= =============
Value (Note 3A) $187,686,994 $ 2,905,230 $ 5,362,286 $73,235,184
Dividends receivable 9,505,243 11,669 97,116 4,587,747
-------------- ------------- ------------- -------------
Total assets 197,192,237 2,916,899 5,459,402 77,822,931
LIABILITIES
Payable to MML Bay State Life Insurance Company 229,823 2,872 6,208 75,189
-------------- ------------- ------------- -------------
NET ASSETS $196,962,414 $ 2,914,027 $ 5,453,194 $77,747,742
============== ============= ============= =============
Net Assets:
For variable life insurance policies $196,917,611 $ 2,897,234 $ 5,429,570 $77,712,251
Retained in Variable Life Separate Account I by
MML Bay State Life Insurance Company 44,803 16,793 23,624 35,491
-------------- ------------- ------------- -------------
Net assets $196,962,414 $ 2,914,027 $ 5,453,194 $77,747,742
============== ============= ============= =============
Accumulation units (Note 8)
Policyowners 43,951,804 1,725,122 2,298,222 21,896,449
MML Bay State Life Insurance Company 10,000 10,000 10,000 10,000
-------------- ------------- ------------- -------------
Total units 43,961,804 1,735,122 2,308,222 21,906,449
============== ============= ============= =============
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1998 $ 4.48 $ 1.68 $ 2.36 $ 3.55
December 31, 1997 3.87 1.60 2.19 3.14
December 31, 1996 3.02 1.53 2.00 2.61
December 31, 1995 2.52 1.46 1.95 2.30
December 31, 1994 1.93 1.39 1.64 1.87
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
MML Bay State Variable Life Separate Account I - Variable Life Plus
STATEMENT OF OPERATIONS
For The Year Ended December 31, 1998
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment income
Dividends (Note 3B) $ 9,506,858 $ 116,742 $ 333,688 $ 6,458,113
Expenses
Mortality and expense risk fees (Note 4) 718,909 9,284 20,820 292,738
------------- ------------- ------------- -------------
Net investment income (Note 3C) 8,787,949 107,458 312,868 6,165,375
------------- ------------- ------------- -------------
Net realized and unrealized gain(loss) on investments
Net realized gain on investments (Notes 3B, 3C and 6) 5,422,496 - 18,941 1,677,263
Change in net unrealized appreciation/depreciation of investments 12,359,358 - 55,047 1,205,048
------------- ------------- ------------- -------------
Net gain on investments 17,781,854 - 73,988 2,882,311
------------- ------------- ------------- -------------
Net increase in net assets resulting from operations $26,569,803 $ 107,458 $ 386,856 $ 9,047,686
============= ============= ============= =============
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
MML Bay State Variable Life Separate Account I - Variable Life Plus
STATEMENT OF CHANGES IN NET ASSETS
For The Year Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998
-----------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income $ 8,787,949 $ 107,458 $ 312,868 $ 6,165,375
Net realized gain (loss)
on investments 5,422,496 -- 18,941 1,677,263
Change in net unrealized
appreciation
of investments 12,359,358 -- 55,047 1,205,048
-------------- -------------- -------------- --------------
Net increase in net assets
resulting from operations 26,569,803 107,458 386,856 9,047,686
-------------- -------------- -------------- --------------
Capital transactions: (Note 8)
Transfer of net premium 26,611,733 360,189 723,643 10,632,506
Transfer to Guaranteed
Principal Account (175,670) -- (274) (10,622)
Transfer of surrender values (6,040,828) (67,717) (136,976) (2,786,150)
Transfer due to death benefits (589,701) (10,531) (24,689) (200,152)
Transfer due to policy loans,
net of repayments (4,888,449) (43,155) (98,594) (1,803,232)
Transfer due to reimbursement
(payment) of accumulation
unit value fluctuation (40,116) 1,675 (7,456) (117,188)
Withdrawal due to charges for
administrative and insurance
costs (12,007,949) (155,970) (368,745) (5,339,815)
Divisional transfers 179,912 708,156 7,268 (895,336)
-------------- -------------- -------------- --------------
Net increase (decrease) in net assets
resulting from capital transactions 3,048,932 792,647 94,177 (519,989)
-------------- -------------- -------------- --------------
Total increase (decrease) 29,618,735 900,105 481,033 8,527,697
NET ASSETS, at beginning
of the year 167,343,679 2,013,922 4,972,161 69,220,045
-------------- -------------- -------------- --------------
NET ASSETS, at end
of the year $ 196,962,414 $ 2,914,027 $ 5,453,194 $ 77,747,742
============== ============== ============== ==============
<CAPTION>
1997
-----------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income $ 11,916,534 $ 97,620 $ 292,964 $ 6,211,680
Net realized gain (loss)
on investments 3,521,008 -- (43,086) 1,108,467
Change in net unrealized
appreciation
of investments 20,304,272 -- 182,455 4,240,961
-------------- -------------- -------------- --------------
Net increase in net assets
resulting from operations 35,741,814 97,620 432,333 11,561,108
-------------- -------------- -------------- --------------
Capital transactions: (Note 8)
Transfer of net premium 28,357,669 370,219 785,116 11,772,004
Transfer to Guaranteed
Principal Account (22,724) -- -- (20,713)
Transfer of surrender values (4,776,027) (33,994) (203,043) (1,472,337)
Transfer due to death benefits (127,308) -- (5,743) (107,104)
Transfer due to policy loans,
net of repayments (3,952,762) (73,338) (113,501) (1,739,176)
Transfer due to reimbursement
(payment) of accumulation
unit value fluctuation (23,339) (369) (976) (33,155)
Withdrawal due to charges for
administrative and insurance
costs (11,901,583) (173,831) (392,070) (5,415,180)
Divisional transfers 980,651 (305,024) (261,865) (413,761)
-------------- -------------- -------------- --------------
Net increase (decrease) in net assets
resulting from capital transactions 8,534,577 (216,337) (192,082) 2,570,578
-------------- -------------- -------------- --------------
Total increase (decrease) 44,276,391 (118,717) 240,251 14,131,686
NET ASSETS, at beginning
of the year 123,067,288 2,132,639 4,731,910 55,088,359
-------------- -------------- -------------- --------------
NET ASSETS, at end
of the year $ 167,343,679 $ 2,013,922 $ 4,972,161 $ 69,220,045
============== ============== ============== ==============
</TABLE>
See Notes to financial Statements
F-4
<PAGE>
MML Bay State Variable Life Separate Account I - Variable Life Plus
Notes To Financial Statements
1. HISTORY
MML Bay State Variable Life Separate Account I ("Separate Account I") is a
separate investment account established on June 9, 1982 by MML Bay State
Life Insurance Company ("MML Bay State") in accordance with the provisions
of Chapter 376 of the Missouri Statutes. On June 30, 1997, MML Bay State
redomesticated from the state of Missouri to the state of Connecticut. MML
Bay State is a wholly-owned subsidiary of Massachusetts Mutual Life
Insurance Company ("MassMutual").
MML Bay State maintains three segments within Separate Account I. The
initial segment ("Variable Life Segment") is used exclusively for MML Bay
State's limited payment variable whole life insurance policy.
On August 4, 1988, MML Bay State established a second segment ("Variable
Life Plus Segment") within Separate Account I to be used exclusively for
MML Bay State's flexible premium variable whole life insurance policy,
known as Variable Life Plus.
On July 24, 1995, MML Bay State established a third segment ("Variable Life
Select Segment") within Separate Account I to be used exclusively for MML
Bay State's flexible premium variable whole life insurance policy, known as
Variable Life Select.
Separate Account I operates as a registered unit investment trust pursuant
to the Investment Company Act of 1940. MML Bay State paid $40,000 to the
Variable Life Plus Segment on August 4, 1988 to provide initial capital:
12,216 shares were purchased in the four series of shares of the management
investment company described in Note 2 supporting the divisions of the
Variable Life Plus Segment.
2. INVESTMENT OF THE VARIABLE LIFE PLUS SEGMENT'S ASSETS
The Variable Life Plus Segment maintains four divisions. The MML Equity
Division invests in shares of MML Equity Fund, the MML Money Market
Division invests in shares of MML Money Market Fund, the MML Managed Bond
Division invests in shares of MML Managed Bond Fund and the MML Blend
Division invests in shares of MML Blend Fund.
MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund are four of six separate series of the MML Series Investment Fund (the
"MML Trust"). The MML Trust is a no-load, open-end, management investment
company registered under the Investment Company Act of 1940. MassMutual
serves as investment manager of the MML Trust. David L. Babson & Company,
Inc. ("Babson") a controlled subsidiary of MassMutual, serves as the
investment sub-adviser to MML Equity Fund and the Equity Sector of the MML
Blend Fund.
In addition to the four divisions of the Variable Life Plus Segment, a
policyowner may also allocate funds to the Guaranteed Principal Account,
which is part of MML Bay State's general account. Because of exemptive and
exclusionary provisions, interests in the Guaranteed Principal Account, are
not registered under the Securities Act of 1933 and the general account is
not registered as an investment company under the Investment Company Act of
1940.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Variable Life Plus Segment in the preparation of the
financial statements in conformity with generally accepted accounting
principles.
A. Investment Valuation
Investments in MML Equity Fund, MML Money Market Fund, MML Managed Bond
Fund and MML Blend Fund are each stated at market value which is the net
asset value per share of each of the respective funds.
F-5
<PAGE>
Notes To Financial Statements (Continued)
B. Accounting For Investments
Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the
ex-dividend date.
C. Federal Income Taxes
MML Bay State is taxed under federal law as a life insurance company under
the provisions of the 1986 Internal Revenue Code, as amended. The Variable
Life Plus Segment is part of MML Bay State's total operation and is not
taxed separately. The Variable Life Plus Segment will not be taxed as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code. Under existing federal law, no taxes are payable on investment income
and realized capital gains of the Variable Life Plus Segment credited to
the policies. Accordingly, MML Bay State does not intend to make any charge
to the Variable Life Plus Segment's divisions to provide for company income
taxes. MML Bay State may, however, make such a charge in the future if an
unanticipated change of current law results in a company tax liability
attributable to the Variable Life Plus Segment.
D. Policy Loan
When a policy loan is made, the Variable Life Plus Segment transfers the
amount of the loan to MML Bay State, thereby decreasing both the
investments and net assets of the Variable Life Plus Segment by an equal
amount. The interest rate charged on any loan is 6% per year or the
policyowner may select an adjustable loan rate, in all jurisdictions except
Arkansas, at the time of application. All loan repayments are allocated to
the Guaranteed Principal Account.
The policyowner earns interest at an annual rate determined by MML Bay
State, which will not be less than 4%, on any loaned amount.
E. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. CHARGES
MML Bay State charges the Variable Life Plus Segment divisions for the
mortality and expense risks it assumes. The charge is made daily at an
effective annual rate of 0.40% of the value of each division's net assets.
MML Bay State makes certain deductions from the annual premium before
amounts are allocated to the Variable Life Plus Segment and the Guaranteed
Principal Account. The deductions are for sales charges and state premium
taxes. No additional deductions are taken when money is transferred from
the Guaranteed Principal Account to the Variable Life Plus Segment. MML Bay
State also makes certain charges for the cost of insurance and
administrative costs.
5. SALES AGREEMENTS
MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, serves as principal underwriter (as defined in the Investment
Company Act of 1940, as amended) of the policies pursuant to an agreement
among MMLISI, MML Bay State and Separate Account I. MMLISI is registered
with the Securities and Exchange Commission as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The policies are no longer offered for sale to
the public. Policyowners may continue, however, to make premium payments
under existing policies.
Pursuant to underwriting and servicing agreements, commissions, or other
fees due to registered representatives for servicing the policies are paid
by MML Bay State through MMLISI. MMLISI also receives compensation for its
actions as underwriters of the policies.
F-6
<PAGE>
Notes To Financial Statements (Continued)
6. PURCHASES AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For The Year Ended Equity Market Bond Blend
December 31, 1998 Division Division Division Division
----------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cost of purchases $ 26,629,496 $ 1,742,379 $ 933,454 $ 12,160,429
Proceeds from sales 11,751,230 832,291 542,240 6,359,744
Average monthly value of securities 177,537,383 2,316,574 5,196,975 72,345,147
</TABLE>
7. NET INVESTMENT RETURN
The following table shows the net investment return for each division in the
Variable Life Plus Segment:
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For The Year Ended Equity Market Bond Blend
December 31, 1997 Division Division Division Division
- ----------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1998 14.84% 4.63% 7.43% 12.40%
1997 24.57% 4.64% 9.04% 18.52%
1996 18.29% 4.47% 2.85% 12.83%
1995 26.30% 5.03% 16.89% 20.32%
1994 3.72% 3.41% (3.90%) 2.23%
</TABLE>
The net investment return for each division of the Variable Life Plus Segment is
computed using the net increase in net assets resulting from operations as
compared to the average monthly net assets. The net investment return figures
shown above do not reflect expenses related to insurance products. Inclusion of
such expenses would reduce the net investment return figures for all periods
shown.
F-7
<PAGE>
Notes To Financial Statements (Continued)
8. NET INCREASE (DECREASE) IN ACCUMULATION UNITS
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For The Year Ended Equity Market Bond Blend
December 31, 1998 Division Division Division Division
----------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Units purchased 6,457,940 219,843 318,132 3,211,770
Units withdrawn and transferred to
Guaranteed Principal Account (5,777,556) (169,307) (276,869) (3,086,508)
Units transferred between divisions 51,997 428,412 146 (279,182)
------------- ------------- ------------- -------------
Net increase (decrease) 732,381 478,948 41,409 (153,920)
Units, at beginning of the year 43,229,423 1,256,174 2,266,813 22,060,369
------------- ------------- ------------- -------------
Units, at end of the year 43,961,804 1,735,122 2,308,222 21,906,449
============= ============= ============= =============
<CAPTION>
MML MML
MML Money Managed MML
For The Year Ended Equity Market Bond Blend
December 31, 1997 Division Division Division Division
----------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Units purchased 8,235,720 237,408 379,946 4,113,955
Units withdrawn and transferred to
Guaranteed Principal Account (6,024,705) (179,557) (343,176) (3,054,002)
Units transferred between divisions 293,723 (195,299) (131,838) (143,124)
------------- ------------- ------------- -------------
Net increase 2,504,738 (137,448) (95,068) 916,829
Units, at beginning of the year 40,724,685 1,393,622 2,361,881 21,143,540
------------- ------------- ------------- -------------
Units, at end of the year 43,229,423 1,256,174 2,266,813 22,060,369
============= ============= ============= =============
</TABLE>
9. CONSOLIDATED MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
As discussed in Note 1, the financial statements only represent activity of MML
Bay State's Variable Life Plus Segment. The combined net assets as of December
31, 1998 for Separate Account I, which includes the Variable Life, Variable Life
Plus and Variable Life Select Segments, are as follows:
<TABLE>
<CAPTION>
MML MML *Oppenheimer *Oppenheimer *Oppenheimer
MML Money Managed MML Aggressive *Oppenheimer Global Strategic
Equity Market Bond Blend Growth Growth Securities Bond
Division Division Division Division Division Division Division Division
------------- ------------ ------------ ------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total assets $ 361,917,058 $ 11,803,365 $ 10,337,939 $ 125,427,799 $ 38,128,891 $ 34,418,326 $ 24,447,825 $ 4,102,856
Total liabilities 728,451 65,677 28,732 231,393 15,462 74,765 28,575 10,627
------------- ------------ ------------ ------------- ------------ ------------ ------------- ------------
Net assets $ 361,188,607 $ 11,737,688 $ 10,309,207 $ 125,196,406 $ 38,113,429 $ 34,343,561 $ 24,419,250 $ 4,092,229
============= ============ ============ ============= ============ ============ ============= ============
Net assets:
For variable life
insurance policies $359,305,125 $ 11,526,062 $ 10,209,725 $ 123,799,499 $ 38,104,940 $34,332,848 $ 24,411,353 $ 4,085,672
Retained in Variable Life
Separate Account I by
MML Bay State Life
Insurance Company 1,883,482 211,626 99,482 1,396,907 8,489 10,713 7,897 6,557
------------- ------------ ------------ -------------- ------------ ------------ ------------- ------------
Net assets $361,188,607 $ 11,737,688 $ 10,309,207 $ 125,196,406 $ 38,113,429 $34,343,561 $ 24,419,250 $ 4,092,229
============= ============ ============ ============== ============ ============ ============= ============
</TABLE>
* Offered to the Variable Life Select Segment only.
F-8
<PAGE>
Report Of Independent Accountants
To the Board of Directors and Policyholders of
MML Bay State Life Insurance Company
We have audited the accompanying statutory statements of financial position of
MML Bay State Life Insurance Company as of December 31, 1998 and 1997, and the
related statutory statements of income and changes in shareholder's equity, and
of cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared in conformity
with accounting practices prescribed or permitted by the Department of Insurance
of the State of Connecticut, and prior to June 30, 1997, the Department of
Insurance of the State of Missouri, which practices differ from generally
accepted accounting principles. The effects on the financial statements of the
variances between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.
In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements audited by us do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of MML Bay State Life Insurance Company as of December 31, 1998 and 1997, or the
results of its operations or its cash flows for each of the three years in the
period ended December 31, 1998.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of MML Bay State Life Insurance
Company as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998, on the basis of accounting described in Note 1.
PricewaterhouseCoopers LLP
Springfield, Massachusetts
February 25, 1999
FF-1
<PAGE>
MML Bay State Life Insurance Company
<TABLE>
<CAPTION>
STATUTORY STATEMENTS OF FINANCIAL POSITION
December 31,
1998 1997
------ ------
(In Millions)
Assets:
<S> <C> <C>
Bonds $ 28.6 $ 38.5
Policy loans 24.1 16.1
Cash and short-term investments 17.2 3.5
--------- --------
69.9 58.1
Investment and insurance amounts
receivable 1.7 2.0
Transfer due from separate accounts 103.0 75.8
Federal income tax receivable 4.2 -
-------- --------
178.8 135.9
Separate account assets 2,031.7 1,400.1
-------- --------
$2,210.5 $1,536.0
======== ========
</TABLE>
See notes to statutory financial statements.
FF-2
<PAGE>
MML Bay State Life Insurance Company
STATUTORY STATEMENTS OF FINANCIAL POSITION, Continued
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
($ In Millions Except for Par Value)
Liabilities:
<S> <C> <C>
Policyholders' reserves and funds $ 47.3 $ 36.2
Policyholders' claims and other benefits 2.9 1.9
Payable to parent 10.8 21.7
Federal income tax 3.9
Other liabilities 7.9 8.1
-------- --------
68.9 71.8
Separate account liabilities 2,027.7 1,396.7
-------- --------
2,096.6 1,468.5
-------- --------
Shareholder's equity:
Common stock, $200 par value
25,000 shares authorized
12,501 shares issued and outstanding 2.5 2.5
Paid-in capital and contributed surplus 121.7 71.7
Surplus (10.3) (6.7)
--------- ---------
113.9 67.5
-------- --------
$2,210.5 $1,536.0
======== ========
</TABLE>
See notes to statutory financial statements.
FF-3
<PAGE>
MML Bay State Life Insurance Company
STATUTORY STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
------ ------ ------
(In Millions)
Revenue:
<S> <C> <C> <C>
Premium income $573.0 $606.6 $441.2
Net investment income 4.9 3.9 4.2
Fees and other income 78.8 61.7 42.4
------ ------ ------
656.7 672.2 487.8
----- ----- -----
Benefits and expenses:
Policyholders' benefits and payments 53.0 34.3 11.0
Addition to policyholders' reserves and funds 494.9 543.9 401.7
Operating expenses 47.8 38.3 24.0
Commissions 42.1 35.4 28.1
State taxes, licenses and fees 12.9 11.2 9.1
------ ------ ------
650.7 663.1 473.9
------ ------ ------
Net gain from operations
before federal income taxes 6.0 9.1 13.9
Federal income taxes 11.9 15.9 11.8
------ ------ ------
Net gain (loss) from operations (5.9) (6.8) 2.1
Net realized capital loss (0.2) (0.1) (0.1)
------ ------ ------
Net income (loss) $ (6.1) $ (6.9) $ 2.0
====== ====== ======
</TABLE>
See notes to statutory financial statements.
FF-4
<PAGE>
MML Bay State Life Insurance Company
STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
------ ------ ------
(In Millions)
<S> <C> <C> <C>
Shareholder's equity, beginning of year $ 67.5 $ 77.6 $ 50.3
------- ------ ------
Increases (decrease) due to:
Net income (loss) (6.1) (6.9) 2.0
Capital contribution 50.0 - 25.5
Other 2.5 (3.2) (0.2)
------- ------ ------
46.4 (10.1) 27.3
------- ------ ------
Shareholder's equity, end of year $ 113.9 $ 67.5 $ 77.6
======== ====== ======
</TABLE>
See notes to statutory financial statements.
FF-5
<PAGE>
MML Bay State Life Insurance Company
STATUTORY STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
------ ------ ------
(In Millions)
Operating activities:
<S> <C> <C> <C>
Net income (loss) $ (6.1) $ (6.9) $ 2.0
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 12.1 10.5 7.0
Net realized capital loss 0.2 0.1 0.1
Change in receivable from separate accounts (27.2) (25.6) (21.2)
Change in (payable) receivable to parent (10.9) 22.8 (0.2)
Change in federal taxes (payable) receivable (8.1) 5.0 (1.0)
Other changes 1.8 (9.7) 1.5
------- ------ --------
Net cash used in operating activities (38.2) (3.8) (11.8)
------- ------ --------
Investing activities:
Loans and purchases of investments (15.5) (20.1) (35.9)
Sales and maturities of investments and receipts
from repayments of loans 17.4 20.4 28.7
------- ------ --------
Net cash provided by (used in) investing activities 1.9 0.3 (7.2)
------- ------ --------
Financing activities:
Capital and surplus contribution 50.0 - 25.5
------- ------ --------
Net cash provided by financing activities 50.0 - 25.5
------- ------ --------
Increase (decrease) in cash and short-term investments 13.7 (3.5) 6.5
Cash and short-term investments, beginning of year 3.5 7.0 0.5
------- ------ --------
Cash and short-term investments, end of year $ 17.2 $ 3.5 $ 7.0
======= ====== ========
</TABLE>
See notes to statutory financial statements.
FF-6
<PAGE>
Notes To Statutory Financial Statements
MML Bay State Life Insurance Company (the "Company") is a wholly-owned stock
life subsidiary of Massachusetts Mutual Life Insurance Company
("MassMutual"). The Company is primarily engaged in the sale of flexible and
limited premium variable whole life insurance and variable annuities
distributed through career agents and brokers. The Company is licensed to
sell life insurance and annuities in the District of Columbia and 49 states
(excluding New York).
1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying statutory financial statements have been prepared in
conformity with the statutory accounting practices of the National
Association of Insurance Commissioners ("NAIC") and the accounting practices
prescribed or permitted by the Department of Insurance of the State of
Connecticut, and prior to June 30, 1997, the Department of Insurance of the
State of Missouri. On June 30, 1997, the Company redomesticated from the
state of Missouri to the state of Connecticut which did not have any effect
on the accounting practices being followed. These statutory financial
statements are different in some respects from financial statements prepared
in accordance with generally accepted accounting principles ("GAAP"). The
more significant differences are as follows: (a) acquisition costs, such as
commissions and other costs directly related to acquiring new business, are
charged to current operations as incurred, whereas under GAAP these expenses
would be capitalized and recognized over the life of the policies; (b) policy
reserves are based upon statutory mortality and interest requirements without
consideration of withdrawals, whereas GAAP reserves would be based upon
reasonably conservative estimates of mortality, morbidity, interest and
withdrawals; (c) bonds are generally carried at amortized cost whereas GAAP
generally requires they be reported at fair value; (d) deferred income taxes
are not provided for book-tax timing differences as would be required by
GAAP; and (e) payments received for universal life products and variable
annuities are reported as premium revenue, whereas under GAAP, these payments
would be recorded as deposits to policyholders' account balances.
In March 1998, the NAIC adopted the Codification of Statutory Accounting
Principles ("Codification"). Codification provides a comprehensive guide of
statutory accounting principles for use by insurers in all states and is
expected to become effective no later than January 1, 2001. The effect of
adopting Codification shall be reported as an adjustment to surplus on the
effective date. The Company is currently reviewing the impact of
Codification; however, since the Department of Insurance of the State of
Connecticut has not approved Codification, the ultimate impact cannot be
determined at this time.
The preparation of statutory financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as disclosures of contingent assets and liabilities, at
the date of the statutory financial statements. Management must also make
estimates and assumptions that affect the amounts of revenues and expenses
during the reporting period. Future events, including changes in the levels
of mortality, morbidity, interest rates and asset valuations, could cause
actual results to differ from the estimates used in these statutory financial
statements.
Certain 1997 and 1996 amounts have been reclassified to conform with the
current year presentation.
The following is a description of the Company's principal accounting policies
and practices.
A. Investments
Bonds are valued in accordance with rules established by the NAIC. Generally,
bonds are valued at amortized cost.
Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy.
FF-7
<PAGE>
Notes To Statutory Financial Statements (Continued)
Short-term investments are stated at amortized cost, which approximates fair
value.
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve ("AVR") and an Interest Maintenance Reserve ("IMR"). The
AVR and other investment reserves stabilize surplus against declines in the
value of bonds. The IMR captures after-tax realized capital gains and losses
which result from changes in the overall level of interest rates for all
types of fixed income investments and amortizes these capital gains and
losses into income using the grouped method over the remaining life of the
investment sold or over the life of the underlying asset. Net realized after
tax capital losses of $0.1 million in 1998, 1997 and 1996 were charged to the
IMR. Amortization of the IMR into net investment income amounted to $0.1
million in 1998, 1997 and 1996. The IMR is included in other liabilities on
the Statutory Statement of Financial Position.
Realized capital gains and losses, less taxes, not includable in the IMR, are
recognized in net income. Realized capital gains and losses are determined
using the specific identification method. Unrealized capital gains and losses
are included in surplus.
B. Separate Accounts
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of variable annuity
and variable life insurance policyholders. Assets, consisting of holdings in
an open-ended series investment fund affiliated with MassMutual, bonds,
common stocks, and short-term investments, are reported at fair value. The
transfer due from separate accounts represent the policyholders' account
values in excess of statutory benefit reserves. Premiums, benefits and
expenses of the separate accounts are reported in the Statutory Statement of
Income. The Company receives compensation for providing administrative
services to the separate account and for assuming mortality and expense risks
in connection with the policies. The Company had $4.0 million and $3.4
million of its assets invested in the separate account as of December 31,
1998 and 1997, respectively.
Net transfers to separate accounts of $481.2 million, $479.4 million, and
$356.1 million in 1998, 1997 and 1996, respectively, are included in the
addition to policyholders' reserves and funds.
C. Policyholders' Reserves
Policyholders' reserves for life insurance contracts were developed using
accepted actuarial methods computed principally on the net level premium
method and the Commissioners' Reserve Valuation Method using the 1958 and
1980 Commissioners' Standard Ordinary mortality tables with assumed interest
rates ranging from 3.0 to 5.5 percent. Reserves for individual annuities are
based on accepted actuarial methods, principally at interest rates ranging
from 5.28 to 6.0 percent.
The Company made certain changes in the valuation of policyholders' reserves
which increased surplus by $2.6 million in 1998 and decreased surplus by $3.0
million in 1997.
D. Premium and Related Expense Recognition
Life insurance premium revenue is recognized annually on the anniversary date
of the policy. Annuity premium is recognized when received. Commissions and
other costs related to issuance of new policies, maintenance and settlement
costs, are charged to current operations when incurred.
E. Cash and Short-Term Investments
For purposes of the Statutory Statement of Cash Flows, the Company considers
all highly liquid short-term investments purchased with a maturity of twelve
months or less to be short-term investments.
FF-8
<PAGE>
Notes To Statutory Financial Statements (Continued)
2. SHAREHOLDER'S EQUITY
The Board of Directors of MassMutual has authorized the contribution of funds
to the Company sufficient to meet the capital requirements of all states in
which the Company is licensed to do business. Substantially all of the
statutory shareholder's equity is subject to dividend restrictions relating
to various state regulations, which limit the payment of dividends to the
shareholder without prior approval. Under these regulations, $6.7 million of
shareholder's equity is available for distribution to the shareholder in 1999
without prior regulatory approval.
During 1998, MassMutual contributed additional paid-in capital of $50.0
million to the Company. Additionally, in 1996, MassMutual contributed
additional paid-in capital of $25.0 million to the Company and purchased an
additional 2,500 shares of common stock for $0.5 million.
3. RELATED PARTY TRANSACTIONS
MassMutual and the Company have an agreement whereby MassMutual, for a fee,
furnishes the Company, as required, operating facilities, human resources,
computer software development and managerial services. Also, investment and
administrative services are provided to the Company pursuant to a management
services agreement with MassMutual. Fees incurred under the terms of these
agreements were $47.8 million, $26.8 million and $16.4 million in 1998, 1997
and 1996, respectively.
The Company has reinsurance agreements with MassMutual in which MassMutual
assumed specific plans of insurance on a yearly renewal term basis. Premium
income and policy benefits and payments are stated net of reinsurance.
Premium income of $4.7 million, $5.1 million and $3.8 million was ceded to
MassMutual in 1998, 1997 and 1996, respectively. Policyholder benefits of
$2.2 million, $5.5 million and $3.1 million were ceded to MassMutual in 1998,
1997 and 1996, respectively.
The Company entered into a stop-loss agreement with MassMutual on January 1,
1997 under which the Company cedes claims, which, in aggregate exceed 18% of
the covered volume for any year, with maximum coverage of $25.0 million above
the aggregate limit. For 1998 and 1997, the aggregate limit was $37.0 million
and $15.4 million, respectively and it was not exceeded in any of the years.
The Company paid approximately $0.9 million and $1.0 million in premiums to
MassMutual under the agreement in 1998 and 1997, respectively.
4. FEDERAL INCOME TAXES
The provision for federal income taxes is based upon the Company's estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of miscellaneous temporary differences, such as
reserves and acquisition costs, resulted in effective tax rates which differ
from the statutory tax rate.
The Company plans to file its 1998 federal income tax return on a
consolidated basis with its parent, MassMutual and MassMutual's other
eligible life and non-life affiliates. MassMutual and its eligible life
affiliates and its non-life affiliates are subject to a written tax
allocation agreement which allocates the group's tax liability for payment
purposes. Generally, the agreement provides that affiliates shall be
compensated for the use of their losses and credits by other affiliates.
The Internal Revenue Service has completed examining MassMutual's
consolidated income tax returns through the year 1992 and is currently
examining the years 1993 and 1994. The Company believes any adjustments
resulting from such examinations will not materially affect its statutory
financial statements.
Federal tax payments were $20.2 million in 1998, $10.9 million in 1997 and
$12.8 million in 1996.
FF-9
<PAGE>
Notes To Statutory Financial Statements (Continued)
5. INVESTMENTS
The Company maintains a diversified investment portfolio. Investment
policies limit concentration in an asset class, geographic region, industry
group, economic characteristic, investment quality or individual
investment.
A. Bonds
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1998
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
--------- ---------- ----------- ----------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury securities $ 5.6 $0.1 $ - $ 5.7
and obligations of U. S.
government corporations
and agencies
Mortgage-backed securities 4.6 0.1 - 4.7
Corporate debt securities 17.9 0.6 0.1 18.4
Utilities 0.5 - - 0.5
----- ---- ---- -----
TOTAL $28.6 $0.8 $0.1 $29.3
===== ==== ==== =====
December 31, 1997
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
--------- ---------- ----------- ----------
(In Millions)
U. S. Treasury securities $ 7.6 $0.1 $ - $ 7.7
and obligations of U. S.
government corporations
and agencies
Mortgage-backed securities 6.5 0.1 - 6.6
Corporate debt securities 23.9 0.4 - 24.3
Utilities 0.5 - - 0.5
----- ---- ---- -----
TOTAL $38.5 $0.6 $ - $39.1
===== ==== ==== =====
</TABLE>
FF- 10
<PAGE>
Notes To Statutory Financial Statements (Continued)
The carrying value and estimated fair value of bonds at December 31, 1998
by contractual maturity are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Millions)
<S> <C> <C>
Due in one year or less $ 1.8 $ 1.8
Due after one year through five years 13.6 13.9
Due after five years through ten years 6.4 6.6
Due after ten years 1.5 1.5
----- -----
23.3 23.8
Mortgage-backed securities, including
securities guaranteed by the
U.S. Government 5.3 5.5
----- -----
TOTAL $28.6 $29.3
===== =====
</TABLE>
Proceeds from sales and maturities of investments in bonds were $17.4
million during 1998, $20.4 million during 1997 and $28.7 million during
1996. Gross capital gains of $0.1 million in 1998, 1997 and 1996 and gross
capital losses of $0.1 million in 1998, 1997, and 1996 were realized on
those sales, portions of which were included in the IMR. The estimated fair
value of non-publicly traded bonds is determined by the Company using a
pricing matrix and quoted market prices for publicly traded bonds.
B. Other
Policy loans are recorded at cost as it is not practicable to determine the
fair value since they do not have a stated maturity.
6. BUSINESS RISKS AND CONTINGENCIES
Approximately 45% and 49% of the Company's premium revenue in 1998 and
1997, respectively, was derived from three customers and approximately 52%
of the Company's premium revenue in 1996 was derived from two customers.
The Company is subject to insurance guaranty fund laws in the states in
which it does business. These laws assess insurance companies amounts to be
used to pay benefits to policyholders and claimants of insolvent insurance
companies. Many states allow these assessments to be credited against
future premium taxes. The Company believes such assessments in excess of
amounts accrued will not materially affect its financial position, results
of operations or liquidity.
The Company is involved in litigation arising in and out of the normal
course of its business. Management intends to defend these actions
vigorously. While the outcome of litigation cannot be foreseen with
certainty, it is the opinion of management, after consultation with legal
counsel, that the ultimate resolution of these matters will not materially
affect its financial position, results of operations or liquidity.
7. AFFILIATED COMPANIES
The relationship of the Company, its parent and affiliated companies as of
December 31, 1998 is illustrated below. Subsidiaries are wholly-owned by
the parent, except as noted.
FF-11
<PAGE>
Notes To Statutory Financial Statements (Continued)
Parent
------
Massachusetts Mutual Life Insurance Company
Subsidiaries of Massachusetts Mutual Life Insurance Company
-----------------------------------------------------------
CM Assurance Company
CM Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC
MassMutual Mortgage Finance, LLC
Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps & Co., Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MML Investor Services, Inc.
Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Capital Corporation - 99.4%
Charter Oak Capital Management, Inc. - 80.0%
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation - 85.8%
Oppenheimer Acquisition Corporation - 89.36%
Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
HYP Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
MassMutual Benefits Management, Inc.
Subsidiaries of MassMutual International, Inc.
----------------------------------------------
Compensa de Seguros de Vida S.A. - 33.5%
MassLife Seguros de Vida (Argentina) S. A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S. A. - 33.5%
MassMutual International (Luxembourg) S. A.
MassMutual Holding MSC, Inc.
----------------------------
MassMutual Corporate Value Limited - 40.93%
9048 - 5434 Quebec, Inc.
1279342 Ontario Limited
Affiliates of Massachusetts Mutual Life Insurance Company
---------------------------------------------------------
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
FF-12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
The Bylaws of MML Bay State provide for indemnification of directors and
officers as follows:
MML Bay State directors and officers are indemnified under its by-laws. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the Investment Company Act of 1940 or
to the security holders thereof, where the basis for such liability is willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of office.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of MML Bay
State pursuant to the foregoing provisions, or otherwise, MML Bay State has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by MML Bay
State of expenses incurred or paid by a director, officer or controlling person
of MML Bay State in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, MML Bay State 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 it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
REPRESENTATIONS UNDER SECTION 26 (e)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
MML Bay State Life Insurance Company hereby represents that the fees and charges
deducted under the flexible premium variable whole life insurance policies
described in this Registration Statement in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by MML Bay State Life Insurance Company.
<PAGE>
CONTENTS OF POST-EFFECTIVE Amendment No. 11
This Post-effective Amendment is comprised of the following documents:
The Facing Sheet.
The Prospectus consisting of 57 pages.
The Undertaking to File Reports.
The Signatures.
Written Consents of the Following Persons:
1. PricewaterhouseCoopers LLP, independent accountants;
2. Counsel opining as to the legality of securities being registered;
3. Craig Waddington, FSA, MAAA, opining as to actuarial matters contained
in the Registration Statement.
The following Exhibits:
99. The following Exhibits correspond to those required by Paragraph A of
the instructions as to Exhibits in Form N-8B-2:
A.1. Resolution of Board of Directors of MML Bay State establishing the
Separate Account./1/
2. Not applicable.
3. Distribution Contracts:
a. Form of Distribution Servicing Agreement between MML
Investors Services, Inc. and MML Bay State./2/
b. Not applicable.
c. Not applicable.
4. Not applicable.
5. Form of Flexible Premium Variable Whole Life Insurance
Policy./1/
6. a. Certificate of Incorporation of MML Bay State./1/
b. By-Laws of MML Bay State./1/
- --------
/1/ Incorporated by reference to Post-Effective Amendment No. 10 to this
Registration Statement filed as an exhibit with the Commission on April 26,
1998.
/2/ Incorporated by reference to Post-Effective Amendment No. 1 of Registration
Statement 33-82060 as an exhibit filed with the Commission effective May 1,
1996.
<PAGE>
7. Not applicable.
8. Not applicable.
9. Not applicable.
10. Form of Application for a flexible premium variable whole life
insurance policy./1/
11. Memorandum describing MML Bay State's issuance, transfer, and
redemption procedures for the Policy./1/
B. Opinion and Consent of Counsel as to the legality of the securities
being registered.
C. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I.
D. Not applicable.
E. Consent of PricewaterhouseCoopers LLP
F. Opinion and consent of Craig Waddington as to actuarial matters
pertaining to the securities being registered.
G. 1. a. Powers of Attorney/3/
b. Powers of Attorney for Edward M. Kline, John Miller, Jr., and
James Miller./4/
c. Power of Attorney for Robert J. O'Connell./5/
- --------------
/1/ Incorporated by reference to Post-Effective Amendment No. 10 to this
Registration Statement filed as an exhibit with the Commission on April 26,
1998.
/2/ Incorporated by reference to Post-Effective Amendment No. 1 of Registration
Statement 33-82060 as an exhibit filed with the Commission effective May 1,
1996.
/3/ Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement No. 33-79750 as an exhibit filed with the Commission effective
May 1, 1998.
/4/ Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement No. 33-79750 filed on Form S-2 as an exhibit with the Commission
on March 26, 1999.
/5/ Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement No. 33-76920 filed on Form N-4 as an exhibit with the Commission
in April, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, MML
Bay State Variable Life Separate Account I certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment No. 33-19605
pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this
Post-Effective Amendment No.33-19605 to Registration Statement No. 11 to be
signed on its behalf by the undersigned thereunto duly authorized, all in the
city of Springfield and the Commonwealth of Massachusetts, on the 22nd day of
April, 1999.
MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
MML BAY STATE LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Lawrence V. Burkett, Jr.*
-----------------------------
Lawrence V. Burkett, Jr., Director, President and
Chief Executive Officer
MML Bay State Life Insurance Company
/s/ Richard M. Howe On April 22, 1999, as Attorney-in-Fact pursuant to
- --------------------- powers of attorney.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 11 to Registration Statement No. 33-19605 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence V. Burkett, Jr.* Director, President and Chief April 22, 1999
- ----------------------------- Executive Officer
Lawrence V. Burkett, Jr.
/s/ Edward M. Kline* Vice President and Treasurer April 22, 1999
- ------------------------ (Principal Financial Officer)
Edward M. Kline
/s/ John M. Miller, Jr.* Vice President and Comptroller April 22, 1999
- ------------------------ (Principal Accounting Officer)
John M. Miller Jr.
/s/ John B. Davies* Director April 22, 1999
- ------------------------
John B. Davies
/s/ Stuart H. Reese* Director April 22, 1999
- ------------------------
Stuart H. Reese.
/s/ Isadore Jermyn* Director April 22, 1999
- ------------------------
Isadore Jermyn
/s/ James Miller* Director April 22, 1999
- ------------------------
James Miller
/s/ Robert J. O'Connell* Director April 22, 1999
- ------------------------
Robert J. O'Connell
/s/ Richard M. Howe On April 22, 1999, as Attorney-in-Fact pursuant to
- ------------------------ powers of attorney.
*Richard M. Howe
</TABLE>
<PAGE>
REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------
As Counsel for MML Bay State, I, Richard M. Howe, have reviewed this
Post-Effective Amendment No. 11 to Registration Statement No. 33-19605, and
represent, pursuant to the requirement of paragraph (e) of Rule 485 under the
Securities Act of 1933, that this Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of said
Rule 485.
/s/ Richard M. Howe
- -------------------
Richard M. Howe
Second Vice President & Assoc. General Counsel
Massachusetts Mutual Life Insurance Company
<PAGE>
EXHIBIT LIST
99.B. Opinion and Consent of Richard M. Howe, Esq.
99.E. Consent of PricewaterhouseCoopers LLP
99.F. Opinion and Consent of Craig Waddington, FSA, MAAA
<PAGE>
EXHIBIT 99.B.
[MASSMUTUAL LETTERHEAD WITH LOGO]
April 23, 1999
MML Bay State Life Insurance Company
1295 State Street
Springfield, MA 01111
RE: MML Bay State Variable Life Insurance registered on Form S-6
Commission File No. 33-19605
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of the Post-Effective
Amendment No. 11 to the Registration Statement No. 33-19605 under the Securities
Act of 1933 for MML Bay State Variable Life Plus. MML Bay State Variable Life
Separate Account I issues Variable Life Plus.
As Counsel for MML Bay State Life Insurance Company, ("MML Bay State"), I
provide legal advice to MML Bay State in connection with the operation of its
variable products. In such role I am familiar with the registration statement
for the product. In so acting, I have made such examination of the law and
examined such records and documents as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. I am of the
following opinion:
1. MML Bay State is a valid and subsisting corporation, organized and operated
under the laws of the State of Missouri and operated under the laws of the
state of Connecticut.
2. MML Bay State Variable Life Separate Account I is a separate account
validly established and maintained by MML Bay State in accordance with
Connecticut law.
3. All of the prescribed corporate procedures for the issuance of Variable
Life Plus Policies have been followed, and all applicable state laws will
be complied with.
I hereby consent to the use of this opinion as an exhibit to this Post-Effective
Amendment.
Very truly yours,
/s/ Richard M. Howe
Richard M. Howe
Second Vice President & Assoc. General Counsel
<PAGE>
EXHIBIT 99.E.
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in this Post-Effective Amendment No. 11 to the
Registration Statement of MML Bay State Variable Life Separate Account I
(Variable Life Plus segment) on Form S-6 (Registration No. 33-19605), of our
report dated February 25, 1999, on our audits of MML Bay State Variable Life
Separate Account I (Variable Life Plus segment), and of our report dated
February 25, 1999 on our audits of the statutory financial statements of MML Bay
State Life Insurance Company, which includes explanatory paragraphs relating to
the use of statutory accounting practices, which differ from generally accepted
accounting principles. We also consent to the reference to our Firm under the
caption "Experts."
PricewaterhouseCoopers LLP
Springfield, Massachusetts
April 27, 1999
<PAGE>
EXHIBIT 99.F.
[MASSMUTUAL LETTERHEAD WITH LOGO]
April 23, 1999
MML Bay State Life Insurance Company
1295 State Street
Springfield, MA 01111
Ladies and Gentlemen:
This opinion is furnished in connection with Post-Effective Amendment No. 11 to
Registration Statement No. 33-19605 for MML Bay State Life Insurance Company's
Flexible Premium Variable Whole Life Insurance Policies (the "Policies") under
the Securities Act of 1933. The prospectus included in the post-effective
amendment describes the Policies. I am familiar with the forms of the Policies
and the prospectus.
In my opinion, the illustrations of benefits under the Policies included in the
section entitled "Illustrations" in Appendix D of the prospectus, based on the
assumptions stated in the illustrations, are consistent with the provisions of
the respective forms of the Policies. The age selected in the illustrations is
representative of the manner in which the Policies operate.
I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 11 to Registration Statement No. 33-19605, and to the reference of
my name under the heading "Experts" in the prospectus.
Sincerely,
/s/ Craig Waddington
Craig Waddington, FSA, MAAA
Vice President and Actuary
