<PAGE>
VL 106
ZENITH FLEXIBLE LIFE
Supplement Dated August 29, 1996
to
Prospectus Dated May 1, 1996
The following information applies to Zenith Flexible Life Policies issued in
the State of New Jersey.
(1) The Fixed Account is NOT available under Policies issued in New Jersey.
The first full sentence on page A-37 of the prospectus, regarding the Fixed
Account under Policies issued in New Jersey, is deleted.
(2) The "Minimum Guaranteed Death Benefit" section, beginning on Page A-12 of
the prospectus, is modified as follows:
(a) The first full paragraph on Page A-13, regarding the impact of Policy
loans on the Minimum Guaranteed Death Benefits, is deleted.
(b) The first two sentences of the second full paragraph on page A-13 are
modified as follows: "If you reduce the Policy's face amount or make a
partial surrender which reduces the face amount, or reduce or delete a
rider benefit from your Policy, or if your Policy's rating classification
is improved, you may lose the death benefit guarantee. Whether a guarantee
still applies will depend on the total premiums paid, the amount you have
withdrawn from the Policy by means of partial surrenders and the amount of
any outstanding Policy loan, as described below under "Minimum Guaranteed
Death Benefit A" and "Minimum Guaranteed Death Benefit B". The first
sentence in the third full paragraph on page A-13 is revised as follows:
"If you do not pay a minimum death benefit premium in a Policy year, a
Minimum Guaranteed Death Benefit may still apply to your Policy, depending
on the total premiums paid, partial surrenders made, and any outstanding
Policy loan plus accrued interest, as described below under "Minimum
Guaranteed Death Benefit A" and "Minimum Guaranteed Death Benefit B".
(c) The second sentence under the heading "Minimum Guaranteed Death
Benefit A" on page A-13 is revised as follows: "This Benefit is in effect
if the total of: (1) premiums paid under the Policy in each prior Policy
year accumulated at a 4% rate from the first day of the year of payment to
the most recent Policy anniversary, less partial surrenders accumulated at
a 4% rate from the date of surrender to the most recent Policy anniversary,
plus (2) premiums paid less partial surrenders in the current Policy year
and less any outstanding Policy loan plus accrued interest, is at least
equal to: the applicable amount shown in the Table of Guaranteed Death
Benefit A Premiums Accumulated at 4% for the prior Policy year plus 1/12 of
the Benefit A Premium for each Policy month of the current policy year up
to and including the month for which the Monthly Deduction is being
processed."
(d) The second sentence under the heading "Minimum Guaranteed Death
Benefit B" on Page A-13 is revised as follows: "This Benefit is in effect
if the total of: (1) premiums paid under the Policy in each prior Policy
year accumulated at a 4% rate from the first day of the year of payment to
the most recent Policy anniversary, less partial surrenders accumulated at
a 4% rate from the date of surrender to the most recent Policy anniversary,
plus (2) premiums paid less partial surrenders in the current Policy year
and less any outstanding Policy loan plus accrued interest, is at least
equal to: the amount shown in the Table of Guaranteed Death Benefit B
Premiums Accumulated at 4% for the prior Policy year plus 1/12 of the
Benefit B Premium for each Policy month of the current Policy year up to
and including the month for which the Monthly Deduction is being
processed."
(3) The second sentence in the paragraph headed "Lapse" in the section "Lapse
and Reinstatement" on Page A-23 of the prospectus is revised as follows: "The
Policy provides a 62-day grace period for payment of the amount due, which is
the least of: a premium large enough to permit the Monthly Deduction (as well
as
<PAGE>
applicable deductions from the premium) to be made; a premium large enough to
permit Minimum Guaranteed Death Benefit A to be in effect; a premium large
enough to permit Minimum Guaranteed Death Benefit B to be in effect; and a
premium large enough to permit the three-year Minimum Premium death benefit to
be in effect."
(4) The "24 Month Right" section beginning on Page A-28 is deleted in its
entirety and replaced with the following: "Under Policies issued in New Jersey,
you can exchange the initial face amount of your Policy, and any increase in
face amount of your Policy, for a fixed benefit, fixed premium life insurance
policy issued by The New England provided that (1) the Policy has not lapsed
and (2) the exchange is made within 24 months after the Policy's issue date or,
if you are exchanging an increase in face amount, within 24 months after the
effective date of the increase. If you exercise this option, you will have to
make up any investment loss you had that is attributable to the portion of the
variable life insurance policy being exchanged.
The exchange will be made without evidence of insurability. The new policy
will have, at the option of the policyholder, either the same face amount, the
same current death benefit or the same net amount at risk as that being
exchanged. For the exchange of the initial face amount of the variable life
policy, the new policy will have the same issue age, underwriting class and
policy date as the variable life policy had. For the exchange of an increase in
face amount, the new policy will have the same issue age of the insured as the
age of the insured on the effective date of the increase, the same underwriting
class as the underwriting class on the effective date of the increase, and a
policy date equal to the effective date of the increase. Any riders to the
original Policy will be attached to the new policy if they are available.
Following the merger of MetLife and NEVLICO, depending on state insurance
regulatory approvals and requirements, your Policy may be issued or amended
with an endorsement providing for an exchange right to a fixed benefit policy
issued by NEVLICO (if such a policy was available for an exchange on the Policy
Date of your variable life Policy or on the effective date of a face amount
increase, if applicable), or otherwise, to a fixed benefit policy issued by
MetLife. If your Policy does not have such an endorsement, the exchange right
will be to a fixed benefit policy issued by MetLife or, at your option, to a
fixed benefit policy issued by NEVLICO if such a policy was available for an
exchange on the Policy Date of your variable life Policy or on the effective
date of a face amount increase, if applicable.
The exchange will be effective on the date when NEVLICO receives written
notice at its Administrative Office in a form satisfactory to NEVLICO, the
Policy and payment to NEVLICO of any cost to exchange. (See "Receipt of
Communications and Payments at NEVLICO's Administrative Office.") The exchange
may result in a cost or credit to you. The cost or credit will reflect any
differences in cash values and charges between the exchanged portion of the
variable life policy and the new policy. Upon the exchange, you may also need
to make an immediate premium payment on the new policy in order to keep it in
force. Any policy loan (plus accrued interest) outstanding must be repaid on or
before the effective date of the exchange."
2
<PAGE>
VL-105
NEW ENGLAND LIFE INSURANCE COMPANY
(formerly New England Variable Life Insurance Company)
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000
ZENITH LIFE, ZENITH LIFE ONE, ZENITH LIFE PLUS, ZENITH LIFE PLUS II
ZENITH EXECUTIVE 65, ZENITH SURVIVORSHIP LIFE, ZENITH FLEXIBLE LIFE
Supplement dated August 30, 1996 to Prospectuses dated May 1, 1996
Prior to August 30, 1996, the Company was a wholly-owned subsidiary of New
England Mutual Life Insurance Company ("The New England"). Effective August 30,
1996, The New England merged with and into Metropolitan Life Insurance Company
("Metropolitan"). Upon consummation of the merger, The New England's separate
corporate existence ceased by operation of law, and Metropolitan became the
parent of the Company. Also in connection with the merger, the Company changed
its name from "New England Variable Life Insurance Company" to "New England
Life Insurance Company" ("NELICO"), and changed its domicile from the State of
Delaware to the Commonwealth of Massachusetts.
Effective August 30, 1996, the Home Office and Administrative Office of
NELICO are 501 Boylston Street, Boston, Massachusetts 02116. NELICO will
perform all underwriting, issuance and other administrative services (including
telephone transfers and premium payments under Master Service Account
arrangements) for the Policies. The telephone number for telephone transfers
remains unchanged. Any reference in the prospectus to home office employees of
The New England is changed to home office employees of NELICO or its former
parent, The New England.
Also, effective August 30, 1996, to correspond to the name changes of certain
Eligible Funds as described below, the Zenith Value Growth Sub-Account was
redesignated the Zenith Growth and Income Sub-Account; and the Zenith Venture
Value Sub-Account was redesignated the Zenith Davis Venture Value Sub-Account.
The last sentence of the paragraph containing the Loomis Sayles Small Cap
Series' investment objective in the prospectus section "Investments of the
Variable Account" is revised as follows: "Typically, such companies have market
capitalization of less than $1 billion, have better than average growth rates
at below average price/earnings ratios and have strong balance sheets and cash
flows."
The section "Management" in the prospectus is replaced with the following:
MANAGEMENT
The directors and executive officers of NELICO, effective August 30, 1996,
and their principal business experience during the past five years are:
DIRECTORS OF NELICO
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<C> <S>
Robert A. Shafto................ Chairman, President and Chief Executive Officer
of NELICO since 1996. Formerly, Chairman,
President and Chief Executive Officer of The
New England 1993-1996; President and Chief
Executive Officer, 1992 to 1993, President and
Chief Operating Officer, 1990 to 1992, of The
New England.
Susan C. Crampton............... Director of NELICO since 1996; serves as
127 Tarbox Road Principal of The Vermont Partnership, a
Jericho, VT 05465 business consulting firm located in Jericho,
Vermont since 1989. Formerly, Director of The
New England 1989-1996.
Edward A. Fox................... Director of NELICO since 1996; Private
RR Box 67-15 Investor, Harborside, ME. Formerly, Director of
Harborside, ME 04642 The New England 1994-1996; Dean of The Amos
Tuck School of Business Administration at
Dartmouth College from 1990-1994.
George J. Goodman............... Director of NELICO since 1996; Author,
Adam Smith's Money World television journalist, and editor.
45 W. 45th Street
New York, NY 10036-4602
Dr. Paul E. Gray................ Director of NELICO since 1996; Chairman of the
MIT Corporation of the Massachusetts Institute of
77 Massachusetts Avenue, Technology (MIT) since 1990. Formerly, Director
Cambridge, MA 01239 of The New England 1973-1996.
Dr. Evelyn E. Handler........... Director of NELICO since 1996; Executive
California Academy of Sciences Director and Chief Executive Officer of the
Golden Gate Park California Academy of Sciences since 1991.
San Francisco, CA 94118 Formerly, Director of The New England 1987-
1996.
Harry P. Kamen.................. Director of NELICO since 1996; Chairman,
Metropolitan Life President, and Chief Executive Officer of
One Madison Avenue Metropolitan Life Insurance Company since 1995.
New York, NY 10010 Formerly, Chairman and CEO of MetLife 1993-
1995; Senior Executive Vice President 1991-
1993.
Philip K. Howard, Esq........... Director of NELICO since 1996; Partner of the
Howard, Darby & Levin law firm of Howard, Darby & Levin in New York
1330 Avenue of the Americas City.
New York, NY 10019
Bernard A. Leventhal............ Director of NELICO since 1996; Vice Chairman of
Burlington Industries the Board of Directors of Burlington
1345 Avenue of the Americas Industries, Inc. Formerly, President of the
New York, NY 10105 Burlington Menswear Division since 1978,
Corporate Group Vice President since 1985 and
Director since 1990.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<C> <S>
Thomas J. May................... Director of NELICO since 1996; Chairman,
Boston Edison Company President and Chief Executive Officer of Boston
800 Boylston Street Edison Company since 1994. Formerly, Director
Boston, MA 02199 of The New England 1994-1996; President and
Chief Operating Officer of Boston Edison Co.,
1993-1994; Executive Vice President 1990-1993.
Roy W. Menninger, M.D.,......... Director of NELICO since 1996; Chairman of the
The Menninger Foundation, Trustees of The Menninger Foundation since
Box 829 1993. Formerly, Director of The New England
Topeka, KS 66601 1978-1996; Chairman and Chief Executive Officer
of The Menninger Foundation 1991-1993.
Rand N. Stowell................. Director of NELICO since 1996; He is President
United Timber Corp. of United Timber Corp. of Dixfield, Maine.
P.O. Box 650 Formerly, Director of The New England 1990-
Pine Street 1996.
Dixfield, ME 04224
Alexander B. Trowbridge......... Director of NELICO since 1996; President of
Trowbridge Partners Inc. Trowbridge Partners, Inc. in Washington, DC.
1317 F Street, N.W., Suite 500 Formerly, Director of The New England 1983-
Washington, D.C. 20036 1996.
</TABLE>
EXECUTIVE OFFICERS OF NELICO
OTHER THAN DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<C> <S>
Robert A. Shafto............... See Directors above.
James P. Bossert............... Vice President and Controller of NELICO since
1996. Formerly, Vice President and Controller
1993-1996; Vice President 1991-1993 of The New
England.
Thom A. Faria.................. Executive Vice President, Career Agency--
Marketing and Sales of NELICO since 1996.
Executive Vice President in 1996; Senior Vice
President, 1993-1996; Vice President, 1986-1993
of The New England.
Chester R. Frost............... Senior Vice President and Treasurer of NELICO
since 1996. Formerly, Senior Vice President
since 1980 and Treasurer since 1996 of The New
England.
James A. Gallaher.............. Vice President and Secretary of NELICO since
1996; formerly, Vice President and Secretary of
The New England 1989-1996.
Edward C. Hall................. President--New England Services (a business unit
of NELICO) since 1996. Formerly, President--New
England Services (a business unit of The New
England) 1994-1996, Executive Vice President--
Client Services, 1988 to 1994, of The New
England.
Chester T. Lewandowski......... Vice President and Actuary of NELICO since 1996;
formerly, Vice President and Actuary of The New
England 1983-1996.
Bruce C. Long.................. President, New England Annuities (a business
unit of NELICO) since 1996. Formerly, President,
New England Annuities (a business unit of The
New England) 1994-1996; Senior Vice President,
New England Annuities in 1994; Vice President,
Keyport Life Insurance 1992-1994; General
Director, John Hancock Insurance 1990-1992.
Gregory A. Ross................ President, TNE Information Services (a business
unit of NELICO) since 1996. Formerly, President,
TNE Information Services (a business unit of The
New England) and Chief Information Officer of
The New England, 1994-1996; Senior Vice
President and Chief Information Officer, 1993-
1994; Vice President, 1991-1993 of The New
England. President of TNE Information Services,
Inc.
Robert E. Schneider............ Executive Vice President and Chief Financial
Officer of NELICO since 1996. Formerly,
Director, Executive Vice President and Chief
Financial Officer, 1993 to 1996; Executive Vice
President and Chief Financial Officer, 1990-
1993, of The New England.
H. James Wilson................ Executive Vice President and General Counsel of
NELICO since 1996. Formerly, Executive Vice
President and General Counsel of The New
England, 1993-1996; Senior Vice President and
General Counsel, 1992 to 1993, Senior Vice
President and Associate General Counsel, 1990 to
1992, of The New England.
John W. Wright................. President, New England Employee Benefits Group
(a business unit of NELICO) since 1996.
Formerly, President, New England Employee
Benefits Group (a business unit of The New
England), 1993-1996; Senior Vice President of
New England Employee Benefits Group, 1989-1993
of The New England.
Frederick K. Zimmermann........ Executive Vice President and Chief Investment
Officer of NELICO since 1996. Formerly,
Executive Vice President and Chief Investment
Officer of The New England 1993-1996; Senior
Vice President--Investments, 1989 to 1993, of
The New England.
</TABLE>
The principal business address for each of the directors and officers is the
same as NELICO's except where indicated otherwise.
<PAGE>
NEW ENGLAND ZENITH FUND
Supplement dated August 30, 1996
to
Prospectus dated May 1, 1996
This supplement updates information in and should be read in conjunction with
the prospectus dated May 1, 1996, regarding the following:
(1) The name of the Venture Value Series has been changed to "Davis Venture
Value Series" and the name of the Westpeak Value Growth Series has been changed
to "Westpeak Growth and Income Series."
(2) On August 30, 1996 New England Mutual Life Insurance Company ("The New
England") merged into Metropolitan Life Insurance Company ("MetLife"). MetLife
is the surviving company of the merger. In connection with the merger, New
England Variable Life Insurance Company ("NEVLICO") became a subsidiary of
MetLife and changed its name to New England Life Insurance Company ("NELICO").
Thus, all references throughout the May 1, 1996 prospectus to The New England
now refer to MetLife rather than The New England and all references to NEVLICO
now refer to NELICO except as follows: (a) on page B-27 the reference to The
New England under "Performance Information" remains unchanged and "its
affiliates" is replaced with "TNE Advisers, Inc."; (b) on page B-28 the
reference to The New England in the third paragraph under "Yield" is changed to
TNE Advisers, Inc.; (c) the references to The New England on page B-33 in the
section under "TNE Advisers, Inc." are changed to NELICO except in the fifth
and tenth lines of the third paragraph where references to The New England are
changed to MetLife and the last two paragraphs under this section are deleted;
(d) references to The New England on page B-34 under "Back Bay Advisers" remain
unchanged; (e) references to The New England on page B-37 under "Voluntary
Expense Agreement" remain unchanged; (f) the reference to The New England on
page B-39 in the second paragraph under "Miscellaneous Arrangements" is changed
to NELICO; and (g) on page B-40 the sentence under "Transfer Agent" is replaced
by the following: "The transfer agent and the dividend paying agent for the
Fund is NELICO, 501 Boylston Street, Boston, Massachusetts 02116."
(3) The second sentence of the second paragraph under Loomis Sayles Small Cap
Series on page B-15 is replaced with the following: "Typically, such companies
have market capitalization of less than $1 billion, have better than average
growth rates at below average price/earnings ratios and have strong balance
sheets and cash flows."
(4) The texts of footnote (d) on page B-7, relating to the Loomis Sayles
Avanti Growth Series, footnote (d) on page B-9 relating to the Westpeak Value
Growth Series, footnote (a) on page B-10, relating to the Westpeak Stock Index
Series and footnote (a) on page B-14, relating to the Back Bay Advisors Money
Market Series should be replaced with the following: "The expense ratios
presented in this table give effect to voluntary expense agreement limits
referred to on page B-37."
(5) The following language relating to the Alger Equity Growth Series should
be added to page B-36 of the prospectus at the end of the section "Sub-Advisory
Fees": "Effective May 1, 1996, Alger Management has agreed with TNE Advisers,
Inc. that the sub-advisory fee payable by TNE Advisers, Inc. to Alger
Management will be reduced by 0.05% of the first $240 million of the excess of
the Series' average daily net assets over $10 million, and by 0.10% of the
excess of the Series' average daily net assets over $250 million. This fee
reduction benefits TNE Advisers, Inc. but does not reduce the advisory fees
payable by the Series. The fee reduction agreement will expire on (a) January
1, 1998 or (b) at such time as TNE Advisers, Inc. has recovered certain
expenses (generally those expenses borne by TNE Advisers, Inc. under the
Expense Deferral Arrangement prior to January 1, 1996 which were not recovered
from the Series), whichever occurs first."
(6) On page B-27 the 6.1% total return figure in 1992 for the Capital Growth
Series is replaced with (6.1)%.
