<PAGE>
REGISTRATION NO. 2-80749
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT No. 5
To
FORM S-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
METROPOLITAN TOWER SEPARATE ACCOUNT ONE
(EXACT NAME OF TRUST)
METROPOLITAN TOWER LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
1 Madison Avenue
New York, New York 10010
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
------------
RICHARD G. MANDEL, ESQ.
Vice-President and General Counsel
Metropolitan Tower Life Insurance Company
1 Madison Avenue
New York, New York 10010
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
------------
Copy to:
GARY O. COHEN, ESQ., and THOMAS C. LAUERMAN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
----------------
It is proposed that the filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b) of Rule
485
[_] on (date), pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a) of Rule 485
[_] on (date), pursuant to paragraph (a) of Rule 485
------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities. The Registrant's
Rule 24f-2 Notice was filed with the Commission on February 27, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The purpose of this Amendment is solely to add the following representation
with respect to fees and charges to this Registration Statement. This Amendment
does not delete or revise any other material in the Registration Statement,
including, without limitation, the prospectus and prospectus supplement
contained in Post-Effective Amendment No.4, which are incorporated herein by
this reference.
REPRESENTATION WITH RESPECT TO FEES AND CHARGES
Metropolitan Tower represents that the fees and charges deducted under the
Policies described in this amended Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses to be incurred,
and the risks assumed by Metropolitan Tower under the Policies. Metropolitan
Tower bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and extent of such
services, expenses and risks, the need for Metropolitan Tower to earn a profit,
the degree to which the Policies, at the time they were developed, included
innovative features, and regulatory standards for exemptive relief under the
Investment Company Act of 1940 used prior to October 1996, including the range
of industry practice.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, METROPOLITAN
TOWER LIFE INSURANCE COMPANY CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS
FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT TO RULE
485(b) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS AMENDED
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND ATTESTED, ALL IN THE
CITY OF NEW YORK, STATE OF NEW YORK, THIS 25TH DAY OF JULY, 1997.
METROPOLITAN TOWER LIFE INSURANCE
COMPANY
(Seal)
/s/ Richard G. Mandel
By: ________________________________
RICHARD G. MANDEL, ESQ.
VICE-PRESIDENT AND GENERAL
/s/ Robin Wagner, Esq. COUNSEL
Attest: _____________________________
ROBIN WAGNER, ESQ.
ASSISTANT SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE AND TITLE
* /s/ David A. Levene
- -------------------------------------
David A. Levene
Chairman of the Board, President and
Chief Executive Officer
* /s/ Anthony E. Amodeo
- -------------------------------------
Anthony E. Amodeo
Director
* /s/ Susan M. Ende
- -------------------------------------
Susan M. Ende
Director
* /s/ Harold B. Leff
- -------------------------------------
Harold B. Leff
Director
* /s/ Alan E. Lazarescu
- -------------------------------------
Alan E. Lazarescu
Director
* /s/ Anthony J. Williamson
- -------------------------------------
Anthony J. Williamson
Director
* /s/ Pauline Wittenberg
- -------------------------------------
Pauline Wittenberg
Director
* /s/ Stanley Saunders
- -------------------------------------
Stanley Saunders
Vice-President and Controller
(Principal Financial and Accounting
Officer)
/s/ Christopher P. Nicholas, Esq.
*By _________________________________ July 25, 1997
Christopher P. Nicholas, Esq.
ATTORNEY-IN-FACT
II-2
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
METROPOLITAN TOWER SEPARATE ACCOUNT ONE CERTIFIES THAT IT MEETS ALL OF THE
REQUIREMENTS FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT
TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS
AMENDED REGISTRATION STATEMENT TO BE SIGNED, ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND ATTESTED,
ALL IN THE CITY OF NEW YORK, STATE OF NEW YORK THIS 25TH DAY OF JULY, 1997.
METROPOLITAN TOWER SEPARATE ACCOUNT
ONE
(REGISTRANT)
By: METROPOLITAN TOWER LIFE
INSURANCE COMPANY
(DEPOSITOR)
(Seal)
/s/ Richard G. Mandel
By: ______________________________
RICHARD G. MANDEL, ESQ.
VICE-PRESIDENT AND GENERAL
COUNSEL
/s/ Robin Wagner, Esq.
Attest: _____________________________
ROBIN WAGNER, ESQ.
ASSISTANT SECRETARY
II-3
