<PAGE>
John Hancock Variable
Life Insurance Company
Deferred Combination Fixed and
Variable Annuity Contracts
John Hancock Variable Annuity Account JF
PROSPECTUS
January 2, 1998
The deferred annuity contracts described in this prospectus may be funded by any
one or more of the fourteen subaccounts ("Subaccounts") of John Hancock Variable
Annuity Account JF ("Separate Account"), which is a separate investment account
of John Hancock Variable Life Insurance Company ("Company"), and by the Market
Value Adjustment Fixed Account ("MVA Fixed Account"). The contracts are issued
as group or individual contracts. An individual's interest in a group contract
is evidenced by the issuance of a separate certificate. In some states,
contracts are offered on an individual basis, with the issuance of an individual
contract. The certificates and individual contracts are collectively referred to
herein as the "Contracts."
The Contracts are designed to provide retirement benefits under tax qualified
plans, as well as under non-qualified arrangements. All funds accumulate on a
tax-deferred basis under the Contracts. You may elect a variable return
investment option through the Separate Account or a guaranteed interest
investment option through the MVA Fixed Account, or a combination of these two
options.
Under the variable return investment option, you can choose among one or more of
the following Subaccounts of the Separate Account: V.A. International, V.A.
Financial Industries, V.A. Emerging Growth, V.A. Special Opportunities, V.A.
Growth, V.A. Growth and Income, V.A. Independence Equity, V.A. Sovereign
Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic Income, V.A. High
Yield Bond, V.A. World Bond, and V.A. Money Market. The assets of each
Subaccount will be invested in a corresponding series, or "Fund," of the John
Hancock Declaration Trust ("Trust"), a mutual fund advised by John Hancock
Advisers, Inc. ("Adviser"). The prospectus for the Trust accompanies this
prospectus, and describes the investment objectives, policies and risks of the
Trust.
Under the MVA Fixed Account guaranteed interest investment option, you can
choose among various available Guarantee Periods, each of which has its own
interest rate and expiration date. Amounts allocated to the MVA Fixed Account
are credited with interest at a fixed rate for the entire Guarantee Period. A
Market Value Adjustment, or "MVA," positive or negative, may be made upon
annuitization or any withdrawal, surrender or transfer prior to the last day of
any Guarantee Period.
Currently, the number of investment options that may be selected to fund the
Contracts is limited to 18.
(continued on next page)
1
<PAGE>
(continued from prior page)
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. IT IS NOT
VALID UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE TRUST.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTERESTS IN THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED,
ENDORSED, OR GUARANTEED BY THE U.S. GOVERNMENT, ANY BANK, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY OR
PERSON, AND INVOLVE INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus sets forth information about the Contracts that a prospective
investor ought to know before investing. A statement of additional information
("SAI") for the Separate Account, dated January 2, 1998 has been filed with the
Securities and Exchange Commission ("Commission") and is incorporated herein by
reference. The SAI, the table of contents of which appears at page ___ of this
prospectus, is available without charge upon written or oral request made to the
Company's Servicing Office at the address or telephone number below.
Servicing Office
John Hancock Servicing Center
P.O Box 9298
Boston, Massachusetts 02205-9298
Telephone 800-824-0335
2
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
----
<S> <C>
SPECIAL TERMS............................................................. 5
SYNOPSIS OF EXPENSE INFORMATION........................................... 5
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF CONDENSED FINANCIAL INFORMATION.. 7
SUMMARY INFORMATION....................................................... 7
THE COMPANY AND JOHN HANCOCK.............................................. 10
THE SEPARATE ACCOUNT...................................................... 10
THE TRUST................................................................. 11
THE MVA FIXED ACCOUNT..................................................... 12
Guaranteed Rates/Guarantee Periods.................................... 12
Market Value Adjustment............................................... 12
Investments by the Company............................................ 13
CHARGES UNDER THE CONTRACTS............................................... 13
Charges For Mortality And Expense Risks............................... 13
Charges For Administrative Services................................... 13
Contingent Deferred Sales Load........................................ 14
Nursing Home Waiver of CDSL Charge.................................... 15
Optional Death Benefit Charges........................................ 15
Variations in Charges................................................. 15
Premium or Similar Taxes.............................................. 15
THE CONTRACTS............................................................. 15
Purchase of Contracts................................................. 15
Premium Payments by Wire.............................................. 16
THE ACCUMULATION PERIOD................................................... 16
Allocation of Premium Payments........................................ 16
Value of Accumulation Units........................................... 16
Determination of MVA Fixed Account Value.............................. 16
Transfers Among Subaccounts and Guarantee Periods..................... 17
Dollar-Cost Averaging................................................. 17
Surrender of Contract; Partial Withdrawals............................ 17
Systematic Withdrawal................................................. 18
Standard Death Benefit................................................ 18
Optional One Year Stepped-Up Death Benefit............................ 18
Optional Accidental Death Benefit..................................... 18
Payment of Death Benefits............................................. 18
THE ANNUITY PERIOD........................................................ 19
Variable Monthly Annuity Payments..................................... 19
Fixed Monthly Annuity Payments........................................ 20
Annuity Options....................................................... 20
Transfers............................................................. 20
Other Conditions...................................................... 20
VARIABLE ACCOUNT VALUATION PROCEDURES..................................... 21
MISCELLANEOUS PROVISIONS.................................................. 21
Restriction on Assignment............................................. 21
Deferment of Payment.................................................. 21
Reservation of Rights................................................. 21
Owner and Beneficiary................................................. 21
FEDERAL INCOME TAXES...................................................... 22
The Separate Account, the MVA Fixed Account, and the Company.......... 22
Contracts Purchased Other Than to Fund a Tax Qualified Plan........... 22
Diversification Requirements.......................................... 22
Contracts Purchased to Fund a Tax Qualified Plan...................... 22
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
FURTHER INFORMATION ABOUT THE COMPANY................................. 24
Business of the Company........................................... 24
Selected Financial Data........................................... 24
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 25
Competition....................................................... 28
Employees and Facilities.......................................... 28
Transactions with John Hancock.................................... 28
Regulation........................................................ 28
DirectorsCExecutive Officers...................................... 29
Executive Compensation............................................ 29
SEPARATE ACCOUNT PERFORMANCE.......................................... 29
REPORTS............................................................... 30
VOTING PRIVILEGES..................................................... 30
CHANGES IN APPLICABLE LAWCFUNDING AND OTHERWISE....................... 30
DISTRIBUTION OF THE CONTRACTS......................................... 30
AVAILABLE INFORMATION................................................. 30
EXPERTS AND FINANCIAL STATEMENTS...................................... 31
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.............. 31
FINANCIAL STATEMENTS OF THE COMPANY................................... F-1
APPENDIX ACSAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS................ Appendix A
APPENDIX BCVARIABLE ANNUITY INFORMATION FOR INDIVIDUAL
RETIREMENT ANNUITIES.................................................. Appendix B
</TABLE>
THE CONTRACTS OFFERED BY THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE OR SOLICIT AN OFFER IN THAT STATE.
4
<PAGE>
SPECIAL TERMS
As used in this prospectus, the following terms have the indicated meanings:
Accumulation Period: the period referred to in the term "Accumulation Unit."
Accumulation Unit: a unit of measurement used in determining the value of an
Owner's interest in a Subaccount during the period prior to the commencement of
annuity payments or, if earlier, the surrender of the Contract. The value of an
Accumulation Unit will reflect the investment experience of the Subaccount and
vary in dollar amount.
Accumulated Value: accumulated value of all Subaccounts and the MVA Fixed
Account Value under a Contract.
Date of Maturity: the date elected by the Owner as of which annuity payments
will commence. The election is subject to certain conditions described in "The
Annuity Period." The Contract specifies a "Date of Maturity" as discussed under
"The Annuity Period."
Annuitant: the person designated in the Contract as such.
Annuity Option: the provisions under which a series of annuity payments is made
to the Annuitant or other payee, such as the Life Annuity with Ten Years
Certain.
Annuity Unit: a unit of measurement used in determining the amount of any
variable annuity payment. The value of an Annuity Unit for each Subaccount will
depend upon the assumed investment rate and the investment experience of that
Subaccount, and will vary in dollar amount.
Contract Year: the 12-month period following the date of issue of the Contract
and each 12-month period thereafter. In Certificates issued under group
Contracts, these periods are the "Certificate Year."
Fixed Annuity Option: an annuity option under which the Company promises to pay
the Annuitant, or any other payee designated by the Owner, fixed payments.
General Account: comprises all assets of the Company other than those in the
Separate Account, and other than those in any other legally segregated separate
account established by the Company.
Guarantee Period: the period for which a Guaranteed Rate is credited.
Guaranteed Rate: the rate of interest credited during any Guarantee Period, on
an effective annual basis.
Market Value Adjustment: positive or negative adjustment to MVA Fixed Account
Value that is paid out at a time other than the last day of a Guarantee Period.
MVA Fixed Account Value: the amount of premium payments allocated or transferred
to Guarantee Periods, plus interest and any positive Market Value Adjustment,
less any withdrawals including CDSLs and deductions for Contract fees, charges
and any premium or similar taxes and any negative Market Value Adjustment.
Owner: the person or entity, usually the one to whom the Contract is issued, who
has the sole right to exercise all rights and privileges under the Contract
except as otherwise provided in the Contract. As used in this prospectus, Owner
includes the "Participant" referred to in Certificates under Contracts issued on
a group basis.
Surrender Value: the amount that is payable upon a surrender of the Contract
prior to the Date of Maturity. Surrender Value is equal to the Accumulated Value
of a Contract after all applicable adjustments and deduction of all applicable
charges.
Variable Annuity Option: an annuity option under which the Company makes to the
Annuitant, or any other payee designated by the Owner, payments which vary in
amount in accordance with the net investment experience of the Subaccounts
selected by the Owner. Not all of the Subaccounts are available under the
Contracts during the annuity period.
We, Us, Our: mean the Company.
You, Your: mean the Owner.
SYNOPSIS OF EXPENSE INFORMATION
The purpose of this synopsis is to provide an understanding of the various costs
and expenses that the Owner will bear directly or indirectly. The synopsis
includes expenses of the Separate Account and the Trust. For a more complete
description of the fees and charges applicable under the Contracts, see "Charges
Under the Contracts." The management fees charged the Funds and their annual
operating expenses are more fully described in the prospectus for the Trust.
Contract Owner Transaction Expenses.
Contingent Deferred Sales Load (or "CDSL," as a percentage of premium payments
withdrawn in excess of the Free Withdrawal Value)/1/
<TABLE>
<CAPTION>
Years from Date of
Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
- ------------------------------- ----------
<S> <C>
7 or more...................... 0%
6 but less than 7.............. 2%
5 but less than 6.............. 3%
4 but less than 5.............. 4%
3 but less than 4.............. 5%
2 but less than 3.............. 5%
less than 2.................... 6%
Annual Contract Fee/2/......... $30
- -------------------
</TABLE>
/1/ In any Contract Year an Owner may withdraw, without a CDSL, an amount equal
to 10% of the Accumulated Value as of the Beginning of the Contract Year
less any prior withdrawals, during the Contract Year. This is the "Free
Withdrawal Value."
/2/ The annual Contract Fee is deducted on Contracts having an Accumulated Value
of less than $10,000. The Contract Fee is deducted at the beginning of each
Contract Year after the first and at a full surrender during a Contract
Year. The Contract Fee is assessed only during the Accumulation Period, and
is referred to
5
<PAGE>
as the "Certificate Fee" in Certificates issued under group Contracts. The
Company reserves the right to increase the annual Contract Fee up to $50,
subject to applicable state regulations.
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of Account Value)
Initial Premium Payment
Less than $250,000
$250,000 or More
<S> <C> <C>
Mortality and Expense Risk Charge........ 0.90% 0.90%
Administration Charge.................... 0.35% 0.10%
Total.................................... 1.25% 1.00%
===== =====
</TABLE>
Trust Annual Expenses
(as a percentage of average net assets)
<TABLE>
<CAPTION>
Other Fund
Expenses
After
Management ----- Total Fund
Fund Fees Limitation(*) Expenses(*)
- ----------------------- ---------- -----------
<S> <C> <C> <C>
V.A. International 0.90% 0.25% 1.15%
V.A. Financial Industries 0.80% 0.25% 1.05%
V.A. Emerging Growth 0.75% 0.25% 1.00%
V.A. Special Opportunities 0.75% 0.25% 1.00%
V.A. Growth 0.75% 0.25% 1.00%
V.A. Growth and Income 0.60% 0.25% 0.85%
V.A. Independence Equity 0.70% 0.25% 0.95%
V.A. Sovereign Investors 0.60% 0.25% 0.85%
V.A. 500 Index(*) 0.10% 0.25% 0.35%
V.A. Sovereign Bond 0.50% 0.25% 0.75%
V.A. Strategic Income 0.60% 0.25% 0.85%
V.A. High Yield Bond 0.60% 0.25% 0.85%
V.A. World Bond 0.75% 0.25% 1.00%
V.A. Money Market 0.50% 0.25% 0.75%
- ----------------
</TABLE>
(*) Other Fund expenses are based on expenses for the past fiscal year except
for V.A. Financial Industries, V.A. Special Opportunities, V.A. Growth and
Income, and V.A. High Yield Bond Funds which were not in existence during
the year. The Advisers agreed to limit temporarily other expenses of each
Fund to 0.25% of the Fund's average daily net assets, and management fee of
V.A. 500 Index to 0.10% of the Fund's average daily net assets.
Without these limitations, other expenses for V.A. International, V.A.
Emerging Growth, V.A. Growth, V.A. Independence Equity, V.A. Sovereign
Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic Income, V.A.
World Bond and V.A. Money Market would be 2.23%, 4.44%, 4.01%, 3.53%,
3.18%, 0.96%, 3.65%, 1.68%, 2.44% and 26.98%, respectively, and management
fee for V.A. 500 Index Fund would be 0.35%. As a result, total fund
operating expenses without these limitations for V.A. International, V.A.
Emerging Growth, V.A. Growth, V.A. Independence Equity, V.A. Sovereign
Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic Income, V.A.
World Bond and V.A. Money Market would be 3.13%, 5.19%, 4.76%, 4.23%,
3.78%, 1.31%, 4.15%, 2.28%, 3.19% and 27.48%, respectively. Other Fund
expenses and total Fund expenses as a percentage of average net assets are
expected to decrease as the net assets of the Funds grow.
EXAMPLES
If you surrender your Contract at the end of the applicable time period, you
would pay the following current expenses on a $1,000 investment allocated to one
of the Subaccounts listed, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
V.A. International............ 79 121
V.A. Financial Industries..... 78 118
V.A. Emerging Growth.......... 77 117
V.A. Special Opportunities.... 77 117
V.A. Growth................... 77 117
V.A. Growth and Income........ 76 112
V.A. Independence Equity...... 77 115
V.A. Sovereign Investors...... 76 112
V.A. 500 Index................ 71 97
V.A. Sovereign Bond........... 75 109
V.A. Strategic Income......... 76 112
V.A. High Yield Bond.......... 76 112
V.A. World Bond............... 77 117
V.A. Money Market............. 75 109
</TABLE>
If you annuitize at the end of the applicable time period, or if you do not
surrender your Contract, you would pay the following current expenses on a
$1,000 investment allocated to one of the Subaccounts listed, assuming 5% annual
return on assets:
<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
V.A. International............ 25 77
V.A. Financial Industries..... 24 74
V.A. Emerging Growth.......... 23 72
V.A. Special Opportunities.... 23 72
V.A. Growth................... 23 72
V.A. Growth and Income........ 22 68
V.A. Independence Equity...... 23 71
V.A. Sovereign Investors...... 22 68
V.A. 500 Index................ 17 52
V.A. Sovereign Bond........... 21 65
V.A. Strategic Income......... 22 68
V.A. High Yield Bond.......... 22 68
V.A. World Bond............... 23 72
V.A. Money Market............. 21 65
</TABLE>
The annual Contract Fee reflected in the examples has been expressed as an
annual percentage of assets based on the Company's experience with other
variable annuity contracts using the same contract fee provision.
The examples do not give effect to any premium taxes that may be applicable, or
to any of the charges described under "Optional Benefit Riders," below. The
examples should not be considered representations of past or future expenses;
actual expenses may be greater than or less than those shown above.
Optional Benefit Riders
The Company offers, subject to state availability, three optional benefit riders
that may be elected by the Owner. A separate monthly charge is made for each
rider selected. The charge, as applicable, is made pro rata based on relative
values through a reduction in Accumulation Units of the Subaccounts and dollar
amounts in the Guarantee Periods under a Contract.
The applicable charge is equal to the Accumulated Value at the beginning of each
month multiplied by 1/12th of the following annual percentage rates. With
respect to the Nursing Home Waiver of CDSL Rider, the applicable charge will be
assessed only upon the Accumulated Value associated with premium payments upon
which a CDSL would continue to be applicable at the time the charge is assessed.
<TABLE>
<S> <C>
ONE YEAR STEPPED-UP DEATH BENEFIT RIDER.......................... 0.15%
ACCIDENTAL DEATH BENEFIT RIDER (terminates at age 80)............ 0.10%
NURSING HOME WAIVER OF CDSL RIDER................................ 0.05%
</TABLE>
For a description of these riders, see "One Year Stepped-Up Death Benefit Rider"
and "Accidental Death Benefit Rider" under "The Accumulation Period," and
"Nursing Home Waiver of CDSL Rider" under "Charges Under the Contracts."
<PAGE>
Market Value Adjustment and Charges
Applicable to the MVA Fixed Account
Except when effected on the last day of a Guarantee Period, surrenders,
transfers or partial withdrawals from the MVA Fixed Account, including amounts
withdrawn to provide an annuity or a death benefit, are subject to a Market
Value Adjustment that may increase or reduce the amount of MVA Fixed Account
Value paid out by the Company. The Market Value Adjustment is computed pursuant
to a formula that is described under "The MVA Fixed Account-Market Value
Adjustment." Of the expenses summarized above, only the "Contingent Deferred
Sales Load," "Annual Contract Fee," and "Optional Benefit Riders" charges are
applicable to the MVA Fixed Account.
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF CONDENSED FINANCIAL INFORMATION
Selected data for each Accumulation Share outstanding throughout the period as
follows:
<TABLE>
<CAPTION>
Period from
August 29, 1996
(Commencement
of Operations) to
December 31, 1996
<S> <C>
V.A. International Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 11.23
Number of Accumulation Shares
outstanding at end of period........... 1,149.67
V.A. Emerging Growth Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 9.30
Number of Accumulation Shares
outstanding at end of period........... 4,393.62
V.A. Growth Subaccount (formerly V.A.
Discovery Subaccount)
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 9.35
Number of Accumulation Shares
outstanding at end of period........... 5,865.63
V.A. Independence Equity Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 11.13
Number of Accumulation Shares
outstanding at end of period........... 2,759.86
V.A. Sovereign Investors Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 10.78
Number of Accumulation Shares
outstanding at end of period........... 2,637.18
V.A. 500 Index Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 11.10
Number of Accumulation Shares
outstanding at end of period........... 13,253.77
V.A. Sovereign Bond Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 10.51
Number of Accumulation Shares
outstanding at end of period........... 1,170.22
V.A. Strategic Income Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 10.70
Number of Accumulation Shares
outstanding at end of period........... 187.82
V.A. World Bond Subaccount
Accumulation share value:
Beginning of Period................ $ 10.00
End of Period...................... $ 10.46
Number of Accumulation Shares
outstanding at end of period........... 96.28
V.A. Money Market Subaccount
Accumulation share value:
Beginning of Period................ $ 1.00
End of Period...................... $ 1.02
Number of Accumulation Shares
outstanding at end of period........... 100,008.25
</TABLE>
SUMMARY INFORMATION
The Contracts are designed for purchase by individuals doing their own
retirement planning, including plans and trusts that do not qualify for special
tax treatment under the Internal Revenue Code of 1986, as amended ("Code"), and
for purchase in connection with (1) pension and profit-sharing plans qualified
under Section 401(c) of the Code, known as "H.R. 10 plans," (2) pension or
profit-sharing plans qualified under Sections 401(a) or 403(a) of the Code,
known as "corporate plans," (3) plans qualifying under Section 401(k) of the
Code, (4) annuity purchase plans adopted under the provisions of Section 403(b)
of the Code by public school systems and certain other tax-exempt organizations,
and (5) individual retirement annuity plans satisfying the requirements of
Section 408 of the Code. For additional information pertaining to the purchase
of a Contract as an Individual Retirement Annuity, see "Appendix B--Variable
Annuity Information for Individual Retirement Annuities."
The John Hancock Servicing Center (the "Servicing Center") handles various
administrative, processing, servicing and similar functions related to the
Contracts. The Servicing Center may be reached at the address and telephone
number shown on the second page of this prospectus.
In order to accommodate "employer-related" plans funded by the Contracts,
Contract forms using "unisex" purchase rates, i.e., rates the same for males and
females, are available. Any questions you have as to whether you are
participating in an employer-related plan should be directed to your employer.
Any other question you or your employer may have with respect to this topic can
be directed to the Servicing Center.
7
<PAGE>
The Contracts
The Contracts offered are "flexible premium" deferred annuity Contracts under
which premium payments may be made in a single sum or at intervals until the
Date of Maturity. At that time annuity payments by the Company will commence
unless the Owner elects to surrender the Contract, in which case, the Surrender
Value will be paid.
An application for a Contract is available from broker-dealers and certain
financial institutions who are participating in the distribution of the
Contracts. Applications are also available directly from the Company by
contacting the Servicing Center. Upon completion, the application is
transmitted, along with the premium payment, to the Servicing Center for
processing. See "The Contracts."
John Hancock Variable Annuity Account JF
The Separate Account is a separate investment account of the Company. It is
operated as a unit investment trust and supports the variable benefits payable
under the Contracts. There are currently fourteen Subaccounts within the
Separate Account: V.A. International, V.A. Financial Industries, V.A. Emerging
Growth, V.A. Special Opportunties, V.A. Growth, V.A. Growth and Income, V.A.
Independence Equity, V.A. Sovereign Investors, V.A. 500 Index, V.A. Sovereign
Bond, V.A. Strategic Income, V.A. High Yield Bond, V.A. World Bond, and V.A.
Money Market. Each Subaccount invests in a corresponding Fund of the Trust. The
Trust is a "series" type mutual fund.
Each Fund has a different investment objective. The Adviser provides investment
management services to the Funds for which it receives a fee from the Trust. The
Adviser utilizes sub-advisers for three of the Funds. John Hancock Advisers
International Limited ("JHAI") provides sub-investment management services for
the International Fund; Independence Investment Associates, Inc. ("IIA")
provides sub-advisory services for the Independence Equity Fund; and Sovereign
Asset Management Corporation ("SAMCO") provides sub-advisory services for
the Sovereign Investors Fund. JHAI, IIA, and SAMCO (the "Sub-advisers") are
indirect, wholly owned subsidiaries of John Hancock Mutual Life Insurance
Company ("John Hancock"). Each Sub-adviser receives a fee from the Adviser for
these services which in no way increases the costs borne by the Trust, the
Account, or the Owners.
For a more detailed description of the Trust, see its prospectus which
accompanies this prospectus.
MVA Fixed Account Investment Options
Any amount allocated by the Owner to the MVA Fixed Account earns interest at a
Guaranteed Rate. The level of the Guaranteed Rate depends on the length of the
Guarantee Period selected by the Owner. We currently make available various
Guarantee Periods with durations of up to ten years.
If amounts are transferred, surrendered or otherwise paid out at any time other
than the last day of the applicable Guarantee Period, a Market Value Adjustment
will be applied that will increase or decrease the amount of MVA Fixed Account
Value paid out. Accordingly, the Market Value Adjustment can result in gains or
losses.
For a more complete discussion of the MVA Fixed Account investment options and
Market Value Adjustment, see "The MVA Fixed Account."
Principal Underwriter and Distributor
John Hancock Funds, Inc. ("JHFI"), a registered broker-dealer affiliate of John
Hancock, acts as principal underwriter of the Account and principal distributor
of the Contracts. The Contracts are offered through broker-dealers and financial
institutions.
Investment of Premium Payments
Premium payments received under Contracts, after deduction of any premium or
similar taxes, are allocated to one or more of the Subaccounts and/or one or
more of the Guarantee Periods in the MVA Fixed Account, as directed by the
Owner.
Premium payments may be mailed to John Hancock Servicing Center, P.O. Box 9298,
Boston, MA 02205-9298. All checks or other money orders should be made payable
to John Hancock. Procedures also have been established for the receipt of
premium payments by wire order. See "Payments by Wire" under "The Contracts."
Minimum and Maximum Premium Payments
Each premium payment must be at least $500. The total premium payments may not
exceed $1,000,000 in any Contract Year without our prior approval. No premium
payments may be made within six months prior to the Annuitant's 95th birthday or
thereafter. These limits may be waived by the Company.
Account Charges
Charges made directly to the Account include daily charges aggregating 0.90%
annually for mortality and expense risks, and daily charges at the annual rate
of 0.35% and 0.10% under Contracts with initial premium payments of less than
$250,000 and $250,000 or more, respectively. These charges are based on the
average daily net asset value of each Subaccount, and reduce the unit values of
the Subaccounts.
Fund Charges
Management fees at annual rates currently ranging from 0.10% to 0.90% of average
daily net assets are paid by the Funds to the Adviser. The Funds also incur
charges for other expenses incurred in their operations. Management fees and
other expenses are reflected in the net asset value of each Fund's shares.
Withdrawal Charges
A withdrawal charge, or contingent deferred sales load (the CDSL), if
applicable, is deducted from the amount of any premium payment withdrawn from
the Accumulated Value under a Contract, including any partial withdrawal or any
full withdrawal upon a surrender of the Contract. The charge is 6% for
withdrawals made in the first two years from the date we receive a premium
payment and decreases decrementally to zero in the seventh year. The charge does
not apply to any premium payments withdrawn after seven years from the date we
receive the payments. In any Contract Year, up to 10% of the Accumulated Value
as of the beginning of the Contract Year, less any prior withdrawals during the
Contract Year, may be withdrawn without a CDSL. The CDSL also does not apply to
a
8
<PAGE>
withdrawal made to provide an annuity or a death benefit or, if necessary, to
meet minimum distribution requirements under qualified plans, or under the
waiver described in the next paragraph.
Nursing Home Waiver of CDSL Charge
Subject to state availability, an optional "Nursing Home Waiver of CDSL" rider
may be elected at the time the Owner applies for a Contract. Under this benefit,
the CDSL, if otherwise applicable, will be waived on any withdrawals if
beginning at least 90 days after the date of issue, the Owner becomes confined
to a long term care facility ("LTCF") for at least 90 consecutive days, subject
to certain conditions. At the beginning of each month, we make a charge for this
rider equal to 1/12th of 0.05% (annual percentage rate) of the Accumulated Value
associated with premium payments upon which a CDSL would continue to be
applicable at the time the charge is assessed. The benefit is not available for
applicants over age 75.
Contract Fee and Certain Other Charges
An annual Contract Fee of $30 is deducted during the Accumulation Period under
Contracts having an Accumulated Value of less than $10,000. The Company reserves
the right to increase the Contract Fee up to $50, subject to applicable state
regulations. No Contract Fee will be deducted if the Accumulated Value is
$10,000 or more. Charges also may be made for any taxes or interest expense
attributable to the Contracts or the Account.
Deductions are also made for any applicable premium or similar taxes based on
the amount of a premium payment. Currently, such taxes in certain states are up
to 5% of each premium payment. In addition, separate monthly charges are made
for the optional death benefit riders described under "Death Benefits" below.
A more detailed description of all fees and charges applicable under the
Contracts appears under "Charges Under the Contracts." Fees and charges of the
Trust are described in its prospectus which is attached to this prospectus.
Withdrawal Prior to Date of Maturity
At any time before annuity payments begin, if the Annuitant is living, a
Contract may be surrendered in full for its Surrender Value or a portion of the
Accumulated Value may be withdrawn, subject to applicable charges and certain
limits. See "Surrender of Contract; Partial Withdrawals" under "The Contracts."
A 10% tax penalty may be applicable to withdrawals before the Owner attains age
59 1/2. A Market Value Adjustment may also be applied. See "The MVA Fixed
Account."
Systematic Withdrawal
The Accumulated Value of a Contract may be systematically withdrawn on a
monthly, quarterly, semiannual or annual basis, as elected by the Owner.
Systematic withdrawals in any Contract Year in excess of 10% of the Accumulated
Value as of the beginning of the Contract Year may be subject to a CDSL. See
"Contingent Deferred Sales Load" under "Charges Under the Contracts." A minimum
Accumulated Value of $15,000 is required to start the program and certain other
conditions apply. See "Systematic Withdrawal" under "The Accumulation
Period."
Dollar Cost Averaging
The Owner may elect to have amounts automatically transferred from the Money
Market Subaccount into one or more of the other Subaccounts of the Account.
Transfers of $250 or more may be made monthly, quarterly, semiannually or
annually. A minimum Accumulated Value of $15,000 is required to start the
program. See "Dollar Cost Averaging" under "The Accumulation Period."
Standard Death Benefit
The Contracts include a standard death benefit payable upon the death of the
Annuitant prior to the Date of Maturity. The beneficiary will receive the
greater of (a) the Accumulated Value, adjusted by any Market Value Adjustment,
and (b) the aggregate amount of the premium payments made under the Contract,
less any prior withdrawals and CDSLs applied to such partial withdrawals.
Optional One Year Stepped-Up Death Benefit
At the time a Contract is applied for, the Owner may elect a one year stepped-up
death benefit rider designed to enhance the death benefit payable to the
beneficiary. Under this rider the benefit payable will be the greater of (a) the
standard death benefit, and (b) the highest Accumulated Value, adjusted by a
Market Value Adjustment, of the Contract as of any Contract anniversary
preceding the date of receipt of due proof of death together with any required
settlement instructions and preceding the Contract anniversary nearest the
Annuitant's 81st birthday, plus any premium payments, less any withdrawals and
CDSLs, since such Contract anniversary. See "Optional One Year Stepped-Up Death
Benefit" under "The Accumulation Period." At the beginning of each month, we
make a charge for this rider equal to 1/12th of 0.15% (annual percentage rate)
of the Accumulated Value of the Contract at that time. This one year stepped up
death benefit is not available for applicants age 80 or older.
Optional Accidental Death Benefit
At the option of the Owner, an accidental death benefit rider may be elected.
Under this rider, upon the accidental death of the Annuitant prior to the
earlier of the Date of Maturity or the Annuitant's 80th birthday, the
beneficiary will receive, in addition to any other death benefit, an amount
equal to the Accumulated Value of the Contract, as of the date of receipt of
proof of the Annuitant's death, up to a maximum of $200,000. The benefit only
may be elected at the time the Contract is applied for, and is not available to
applicants age 80 or older. At the beginning of each month, we make a charge for
this rider equal to 1/12th of 0.10% (annual percentage rate) of the Accumulated
Value of the Contract at that time.
THE COMPANY
AND JOHN HANCOCK
The Company was organized under the laws of the Commonwealth of Massachusetts in
1979 and commenced insurance operations in 1980. It is a whollyowned subsidiary
of John Hancock, a mutual life insurance company organized under the laws of the
Commonwealth of Massachusetts in 1862. The Company's Home Office is located at
200 Clarendon Street, Boston, Massachusetts 02117. See "Further Information
About the Company."
9
<PAGE>
John Hancock is a major financial services company. As the Company's parent, it
is anticipated that John Hancock will from time to time make capital
contributions to the Company to enable it to meet its reserve requirements and
expenses in connection with its business. John Hancock is committed to make
additional capital contributions if necessary to ensure that the Company
maintains a positive net worth.
THE SEPARATE ACCOUNT
The Separate Account is a separate account of the Company established under
Massachusetts law on November 13, 1995. The Separate Account, although an
integral part of the Company, meets the definition of a "separate account" under
the Federal Securities Laws and is registered as a unit investment trust under
the Investment Company Act of 1940, as amended ("1940 Act").
The Separate Account's assets are the property of the Company and the
obligations under the Contracts are the obligations of the Company. Each
Contract provides that the portion of the Separate Account's assets equal to the
reserves and other liabilities under the Contract with respect to the Separate
Account shall not be chargeable with liabilities arising out of any other
business the Company may conduct. In addition to the net assets and other
liabilities for Contracts, the Separate Account's assets include assets derived
from charges made by the Company and, possibly, funds contributed by the Company
to commence operation of the Subaccounts. From time to time these additional
assets may be transferred in cash by the Company to its general account. Before
making any such transfer, the Company will consider any possible adverse impact
the transfer might have on any Subaccount.
Income, gains and losses, whether or not realized, from assets allocated to the
Separate Account are, in accordance with the Contracts, credited to or charged
against the Separate Account without regard to other income, gains or losses of
the Company.
There currently are fourteen Subaccounts in the Separate Account: the V.A.
International, V.A. Financial Industries, V.A. Emerging Growth, V.A. Special
Opportunities, V.A. Growth, V.A. Growth and Income, V.A. Independence Equity,
V.A. Sovereign Investors, V.A. 500 Index, V.A. Sovereign Bond, V.A. Strategic
Income, V.A. High Yield Bond, V.A. World Bond, and V.A. Money Market
Subaccounts. The assets in each Subaccount are invested in shares of a
corresponding Fund of the Trust. The assets of one Subaccount are not
necessarily legally insulated from liabilities associated with another
Subaccount. New subaccounts may be added and made available to Owners.
THE TRUST
The Trust is a "series" type of mutual fund that is registered under the 1940
Act as an open-end diversified management investment company and organized as a
Massachusetts business trust. The Trust serves as an investment medium for the
Account and for John Hancock Variable Annuity Account H. In the future, other
unit investment trust separate accounts established by John Hancock, the
Company, or other unaffiliated life insurance companies for variable life
insurance policies and variable annuity contracts may also invest in the Trust.
A full description of the Trust, its investment objectives, policies and
restrictions, and all other aspects of its operation is contained in its
attached prospectus (which should be read carefully before investing) and the
SAI referred to therein, which should be read together with this prospectus.
Among other items, the description of the need to monitor events on the part of
the Trust's Board of Trustees for possible conflicts between separate accounts
and other consequences should be noted.
The following is a brief summary of the investment objectives of each Fund of
the Trust.
John Hancock V.A. International Fund--seeks long-term growth of capital. The
Fund invests primarily in equity securities of foreign companies and
governments.
John Hancock V.A. Financial Industries Fund--seeks capital appreciation
primarily through investments in equity securities of financial services
companies throughout the world.
John Hancock V.A. Emerging Growth Fund--seeks long-term growth of capital. The
potential for growth of capital is the sole basis for selection of portfolio
securities. Current income is not a factor in this selection.
John Hancock V.A. Special Opportunities Fund--seeks long-term capital
appreciation. The Fund invests primarily in equity securities of domestic and
foreign issuers in various economic sectors, selected according to both
macroeconomic factors and the outlook for each sector.
John Hancock V.A. Growth Fund (formerly, John Hancock V.A. Discovery
Fund)--seeks long-term capital appreciation. The Fund invests principally in
common stocks (and in securities convertible into or with rights to purchase
common stocks) of companies which the Fund's management believes offer
outstanding growth potential over both the intermediate and long term.
John Hancock V.A. Growth and Income Fund--seeks the highest total return
(capital appreciation plus current income) that is consistent with reasonable
safety of capital.
John Hancock V.A. Independence Equity Fund--seeks above-average total return,
consisting of capital appreciation and income. The Fund will diversify its
investments to create a portfolio focused on stocks of companies that management
believes are undervalued and have improving fundamentals over both the
intermediate and long term.
John Hancock V.A. Sovereign Investors Fund--seeks long-term growth of capital
and income without assuming undue market risks. At times, however, because of
market conditions, the Fund may find it advantageous to invest primarily for
current income. The Fund invests primarily in common stocks of seasoned
companies in sound financial condition with a long record of paying increasing
dividends.
John Hancock V.A. 500 Index Fund--seeks to provide investment results that
correspond to the total return performance of the Standard & Poor's 500 Stock
Price Index ("S&P 500 Index"). The 500 Index Fund normally invests at least 80%
of the Fund's assets in common stocks of companies that comprise the S&P 500
Index in approximately the same proportions as they are represented in the
Index. (Requisite disclosure regarding the use of the Standard & Poor's name is
included in the Trust's prospectus attached at the end of this prospectus.)
John Hancock V.A. Sovereign Bond Fund--seeks a high level of current income
consistent with prudent investment risk. The Fund invests primarily in a
diversified portfolio of investment grade fixed income securities of U.S. and
foreign issuers, although the Fund may invest up to 25% of its total assets in
lower-rated high-yield, high-risk fixed income securities.
10
<PAGE>
John Hancock V.A. Strategic Income Fund--seeks a high level of current income.
The Fund invests primarily in foreign government and corporate fixed income
securities, U.S. Government securities and lower-rated high-yield, high- risk
fixed income securities of U.S. issuers.
John Hancock V.A. High Yield Bond Fund--seeks to maximize current income without
assuming undue risk. The Fund invests primarily in junk bonds, i.e.,
lower-rated, high-yielding debt securities. The Fund also seeks capital
appreciation, but only when consistent with its primary goal.
John Hancock V.A. World Bond Fund--seeks competitive total investment return,
consisting of current income and capital appreciation. The Fund invests
primarily in a global portfolio of high-grade, fixed income securities.
John Hancock V.A. Money Market Fund--seeks maximum current income consistent
with capital preservation and liquidity. The Fund invests only in high-quality
money market instruments.
--------------------
Prospective investors should carefully read the risk disclosures contained in
the Trust prospectus with regard to the investment risks of the high-yield,
high-risk fixed income securities invested in by the John Hancock V.A. Financial
Industries Fund, the John Hancock V.A. Growth and Income Fund, the John Hancock
V.A. Sovereign Investors Fund, the John Hancock V.A. High Yield Bond Fund, the
John Hancock V.A. World Bond Fund, the John Hancock V.A. Sovereign Bond Fund and
the John Hancock V.A. Strategic Income Fund.
The Company will purchase and redeem shares of the Trust for the Separate
Account at their net asset value without any sales or redemption charges. The
shares of the Trust represent an interest in the Funds that correspond to the
Subaccounts of the Separate Account. Any dividend or capital gains distributions
received by the Separate Account will be reinvested in shares of the respective
Funds at their net asset value as of the dates paid. Any such distribution will
result in a reduction in the value of the shares of the Fund from which the
distribution was made. However, the total net asset value of the Separate
Account, or of any Fund, will not change because of such distribution.
On each Valuation Date, shares of each Fund are purchased or redeemed by the
Company for each Subaccount based on, among other things, the amount of net
premium payments allocated to the Subaccount, dividends and distributions
reinvested, transfers to, from and among Subaccounts, all to be effected as of
that date. Such purchases and redemptions are effected at the net asset value
per share for each Fund determined on that same Valuation Date.
THE MVA FIXED ACCOUNT
The MVA Fixed Account is a "nonunitized" separate account established by the
Company. A nonunitized separate account is a separate account in which the
Contract Owner has no claim on, or participation in the performance of, the
assets held in the account. Investments purchased with amounts allocated to the
MVA Fixed Account are the property of the Company, and any favorable investment
performance on the assets held in the MVA Fixed Account accrues solely to the
Company's benefit. All benefits relating to the Accumulated Value of amounts
allocated to the MVA Fixed Account are guaranteed by the Company to the extent
provided under the Contracts.
Guaranteed Rates/Guarantee Periods
Amounts allocated by the Owner to the MVA Fixed Account earn interest at a
Guaranteed Rate commencing with the date of allocation. The Guaranteed Rate
continues for a number of years, i.e., the Guarantee Period, selected by the
Owner. At the end of the Guarantee Period, the Accumulated Value in that
Guarantee Period, including interest accrued thereon, will be automatically
transferred to the Money Market Subaccount unless the Owner elects to: (a)
withdraw such Accumulated Value from the Contract, (b) allocate all or a portion
of the Accumulated Value to a new Guarantee Period of the same duration as the
expiring Guarantee Period, or (c) allocate all or any portion of the Accumulated
Value to a different Guarantee Period or periods or to one or more of the
Subaccounts. The Company must be notified of any election by the Owner at its
Servicing Center in a form satisfactory to it within 30 days prior to the end of
the expiring Guarantee Period. The first day of any new Guarantee Period or
other reallocation will be the day after the end of the prior Guarantee Period.
The Company will notify the Owner at least 30 days prior to the end of any
Guarantee Period. A Guarantee Period will not be available if it extends beyond
the Date of Maturity.
The Company currently makes available Guarantee Periods of various durations. At
any time, the Guarantee Periods may be one year and multiple year periods of up
to ten years. The Company reserves the right to add or delete Guarantee Periods
from those that are available at any time for new allocations. Each Guarantee
Period has its own Guaranteed Rate, which may differ from those for other
Guarantee Periods. We may, at our discretion, change the Guaranteed Rate for
future Guarantee Periods. These changes will not affect the Guaranteed Rates
being paid on Guarantee Periods that have already commenced. Each allocation or
transfer of an amount to a Guarantee Period commences the running of a new
Guarantee Period with respect to that amount, which will earn a Guaranteed Rate
that will continue unchanged until the end of that period. Where required under
state law, the Company will not make available any Guarantee Period offering a
Guaranteed Rate below 3%.
The Company declares the Guaranteed Rates from time to time as market conditions
and other factors dictate. The Company advises an Owner of the Guaranteed Rate
for a chosen Guarantee Period at the time a premium payment is received, a
transfer is effectuated or a Guarantee Period is renewed.
The Company has no specific formula for establishing the Guaranteed Rates for
the Guarantee Periods. The rates may be influenced by, but not necessarily
correspond to, interest rates generally available on the types of investments
acquired with amounts allocated to the Guarantee Period. See "Investments by the
Company," below. The Company, in determining Guaranteed Rates, may also
consider, among other factors, the duration of a Guarantee Period, regulatory
and tax requirements, sales and administrative expenses borne by the Company,
risks assumed by the Company, the Company's profitability objectives, and
general economic trends.
THE COMPANY'S MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED RATES
TO BE DECLARED. THE COMPANY CANNOT PREDICT OR ASSURE THE LEVEL OF
11
<PAGE>
ANY FUTURE GUARANTEED RATES.
Information concerning the Guaranteed Rates applicable to the various Guarantee
Periods, and the durations of the Guarantee Periods offered, at any time may be
obtained from the Company by calling the Servicing Center at the telephone
number indicated on the cover page of this prospectus.
Market Value Adjustment
If any MVA Fixed Account Value is withdrawn, transferred or otherwise paid out
before the end of the Guarantee Period in which it is being held, a Market Value
Adjustment will be applied. This generally includes amounts that are paid out as
death benefits pursuant to the Contract, amounts applied to an annuity option,
and amounts paid as a single sum in lieu of an annuity. No Market Value
Adjustment will be applied to amounts that are paid out on the last day of a
Guarantee Period.
The Market Value Adjustment may increase or decrease the amount of MVA Fixed
Account Value being withdrawn, transferred or otherwise paid out. The comparison
of two Guaranteed Rates determines whether the Market Value Adjustment produces
an increase or a decrease. The first rate to compare is the Guaranteed Rate for
the existing Guarantee Period from which amounts are being transferred or
withdrawn. The second rate is the Guaranteed Rate then being offered for new
Guarantee Periods of the same duration as that remaining in the existing
Guarantee Period. If the first rate exceeds the second by more than 1/2%, the
Market Value Adjustment produces an increase. If the first rate does not exceed
the second by at least 1/2%, the Market Value Adjustment produces a decrease.
Sample calculations are shown in Appendix A.
The Market Value Adjustment will be determined by multiplying the amount being
withdrawn or transferred from the Guarantee Period (before deduction of any
applicable CDSL) by the following factor:
( 1 + g )/n/12/
(------------) -1
(1 + c + .005)
where,
. g is the Guaranteed Rate in effect for the current Guarantee Period (in
decimal form).
. c is the current Guaranteed Rate (in decimal form) in effect for new
Guarantee Periods with durations equal to the number of years remaining in
the current Guarantee Period (rounded up to the nearest whole number of
years). If not available, the Company will declare a Guaranteed Rate solely
for this purpose that is consistent with interest rates for Guarantee Periods
that are currently available.
. n is the number of complete months from the date of withdrawal to the end of
the current Guarantee Period. (Where less than one complete month remains, n
will equal one unless the withdrawal is made on the last day of the Guarantee
Period, in which case no adjustment will apply.)
Investments by the Company
The Company's obligations with respect to the MVA Fixed Account are supported by
its General Account assets, which also support other general obligations
incurred by the Company. Subject to applicable law, the Company has sole
discretion over the investment of assets in the MVA Fixed Account and the
General Account, and neither account is subject to registration under the 1940
Act.
Amounts in the Company's General Account and the MVA Fixed Account will be
invested in compliance with applicable state insurance laws and regulations
concerning the nature and quality of investments for the General Account. See
the Company's Financial Statements for information on the Company's investments.
Investment management for amounts in the General Account and in the MVA Fixed
Account is provided to the Company by John Hancock.
The Company intends to consider the return available on the instruments in which
it intends to invest amounts allocated to the MVA Fixed Account when it
establishes Guaranteed Rates. Such return is only one of the factors considered
in establishing the Guaranteed Rates. See "Guaranteed Rates/Guarantee Periods,"
above.
The Company expects that amounts allocated to the MVA Fixed Account will be
invested according to its detailed investment policy and guidelines, in fixed
income obligations, including corporate bonds, mortgages, mortgage-backed and
asset-backed securities and government and agency issues having durations in the
aggregate consistent with those of the Guarantee Periods. JHVLICO intends to
invest proceeds from the Contracts attributable to the MVA Fixed Account
primarily in domestic investment-grade securities. In addition, derivative
contracts will be used only for hedging purposes, to reduce the ordinary
business risk of the Contracts associated with changes in interest rates, and
not for speculating on future changes in the financial markets. Notwithstanding
the foregoing, the Company is not obligated to invest amounts allocated to the
MVA Fixed Account according to any particular strategy. See "Management
Discussion and Analysis of Financial Condition and Results of Operations-
Reserves and Obligations" under "Further Information About the Company."
CHARGES UNDER THE CONTRACTS
Charges for Mortality and Expense Risks
While variable annuity payments to Annuitants will vary in accordance with the
investment performance of the Separate Account, the amount of such payments will
not be decreased because of adverse mortality experience of Annuitants as a
class or because of an increase in actual expenses of the Company over the
expense charges provided for in the Contracts. The Company assumes the risk that
Annuitants as a class may live longer than expected (necessitating a greater
number of annuity payments) and that its expenses may be higher than the
deductions for such expenses. The Company also provides a standard death benefit
and waives any CDSL upon the death of the Annuitant.
12
<PAGE>
In return for the assumption of these mortality and expense risks, the Company
makes a daily charge to the assets of the Separate Account. The daily charge is
at the rate of 0.002466%, or 0.90% annually, of which 0.45% is for mortality
risks and 0.45%, for expense risks. The Company reserves the right to revise the
amounts of the charge as between mortality risks and expense risks, should
estimates change, but the aggregate charge will not exceed 0.90% on an annual
basis.
Charges for Administrative Services
The Company maintains an account for each Owner and Annuitant and makes all
disbursements of benefits. The Company also furnishes such administrative and
clerical services, including the calculation of Accumulation Unit values and the
values and interests determined thereby, as are required for each Subaccount.
The Company makes disbursements from Separate Account funds to pay obligations
chargeable to the Separate Account and maintains the accounts, records, and
other documents relating to the business of the Separate Account required by
regulatory authorities. These administrative services may be performed by the
Company or an authorized third party administrator. For these and other
administrative services, the Company makes a daily charge to the assets of the
Separate Account and assesses, during the Accumulation Period, a Contract Fee of
$30 on all Contracts having an Accumulated Value of less than $10,000. The
Contract Fee will be deducted at the beginning of each Contract Year after the
first and at a full surrender during a Contract Year. The Company reserves the
right to increase this fee up to a maximum of $50 subject to state regulations.
No Contract Fee will be deducted if the Accumulated Value is $10,000 or more.
The Contract Fee will be deducted from each Subaccount and each Guarantee Period
in the same proportion that the Accumulated Value in that Subaccount or
Guarantee Period bears to the full Accumulated Value.
The daily administrative charge is 0.000959%, or 0.35% on an annual basis, under
any Contract with an initial premium payment of less than $250,000. The charge
is reduced to 0.000274%, or 0.10% on an annual basis, under any Contract with an
initial premium payment of $250,000 or more. The different charges reflect the
fact that the cost of administering larger Contracts will tend to be smaller in
proportion to the Contract's Accumulated Value and that amounts realized by the
Company from expense charges made under smaller Contracts will be lower.
The administrative services charges are not designed, nor are they expected, to
exceed the Company's cost in providing these services.
Contingent Deferred Sales Load
A contingent deferred sales load, or CDSL, may be assessed whenever a Contract
is surrendered for cash prior to the Date of Maturity ("total withdrawal" or
"surrender") or whenever an amount less than the total Accumulated Value is
withdrawn from a Contract prior to the Date of Maturity ("partial withdrawal").
This charge is used to help defray expenses relating to the sales of the
Contracts, including commissions paid and other distribution costs.
An Owner may withdraw in any Contract Year up to 10% of the Accumulated Value as
of the beginning of the Contract Year without the assessment of any CDSL. This
is the Free Withdrawal Value. If, in any Contract Year, the Owner withdraws an
aggregate amount in excess of 10% of the Accumulated Value as of the beginning
of the Contract Year, the amount withdrawn in excess of 10% is subject to a CDSL
to the extent that the excess is attributable to premium payments made within
seven years of the date of withdrawal or surrender.
No CDSL is assessed on amounts applied to provide an annuity or to pay a death
benefit. Also, no CDSL will apply to certain withdrawals if an Owner has elected
the nursing home waiver of CDSL rider described under "Nursing Home Waiver of
CDSL" below. Amounts withdrawn to satisfy the minimum distribution requirements
for tax qualified plans funded by a Contract are not subject to a CDSL in any
Contract Year. Amounts above the minimum distribution requirements are subject
to a CDSL if otherwise applicable.
The CDSL percentage charge depends upon the number of years that have elapsed
from the date of premium payment to the date of its withdrawal, as follows:
<TABLE>
<CAPTION>
Years from Date
of Premium Payment to CDSL
Date of Surrender or Withdrawal Percentage
- ------------------------------- ----------
<S> <C>
7 or more.................................................. 0%
6 but less than 7.......................................... 2%
5 but less than 6.......................................... 3%
4 but less than 5.......................................... 4%
3 but less than 4.......................................... 5%
2 but less than 3.......................................... 5%
less than 2................................................ 6%
</TABLE>
Whenever a CDSL is imposed, it is deducted from each Subaccount of the Separate
Account and each Guarantee Period of the MVA Fixed Account in the proportion
that the amount subject to the CDSL in each bears to the total amount subject to
the CDSL. In calculating the CDSL, all amounts withdrawn plus all Contract Fees
and CDSLs are assumed to be deducted first from the earliest purchase payment,
and then from the next earliest purchase payment, and so forth until all
payments have been exhausted, satisfying the first-in first out, or "FIFO,"
method of accounting. The CDSL only applies to premium payments, not to any
earnings or appreciation. For a discussion of the taxation of partial
withdrawals, see "Contracts Purchased Other Than to Fund a Tax Qualified Plan"
under "Federal Income Taxes."
To the extent that any CDSL is applicable, the Accumulated Value will generally
be reduced by the amount of the CDSL, as well as by the actual dollar amount of
the withdrawal request. Any positive MVA will reduce the amount deducted from
the Accumulated Value by the amount of the positive MVA. Any negative MVA will
increase the amount deducted by the amount of the negative MVA. The CDSL is
calculated based upon the full amount by which the Accumulated Value is reduced,
adjusted for any MVA, and subject to the conditions noted above.
For example, assume a Contract is issued on January 1, 1996, that the Owner
makes premium payments of $5,000 on
13
<PAGE>
January 1, 1996, $1,000 on January 1, 1997, and $1,000 on January 1, 1998.
Assume that the Accumulated Value on January 1, 1999, is $9,000 and that a
partial withdrawal is made by the Owner in the amount of $6,000 (no tax
withholding) on June 1, 1999. The CDSL in this case, assuming no prior partial
withdrawals, would equal $272.23.
In calculating the CDSL under the FIFO method, the January 1, 1996, $5,000
premium payment is first reduced by the three $30 Contract Fees assessed on
January 1, 1997, 1998, and 1999, i.e., to $4,910. Ten percent of the
Accumulated Value on January 1, 1999, i.e., $900, the free withdrawal amount,
is then deducted leaving $4,010.
The remaining balance of the $5,000 January 1, 1996, premium payment, i.e.,
$4,010, is then withdrawn in its entirety and is assessed a CDSL of $200.50
(.05 x $4,010). All of the $1,000 January 1, 1997, premium payment is to be
withdrawn and is assessed a CDSL of $50 (.05 x $1,000). To make up the
remainder of the $6,000 paid to the Owner, $362.23 is withdrawn from the
January 1, 1998, premium payment. This is assessed a CDSL of $21.73 (.06 x
$362.23).
Therefore, the total amount paid to the Owner is $6,000 and the total CDSL is
$272.23. The above example assumes all amounts withdrawn are after the
application of any Market Value Adjustment.
Withdrawals made prior to the Owner attaining age 59 1/2 may be subject to
certain adverse tax consequences. A federal penalty of 10% is generally
applicable to the taxable portion (earnings) of a premature withdrawal from the
Contract. See "Penalty for Premature Withdrawals" under "Federal Income
Taxes."
To the extent that the proceeds from the CDSLs may be insufficient to cover
distribution costs, the Company may recover them from its General Account assets
which may consist of, among other things, proceeds derived from mortality and
expense risk charges deducted from the Separate Account, and charges for the
optional benefits described in this prospectus.
Nursing Home Waiver of CDSL
An optional Nursing Home Waiver of CDSL rider may be elected when the Contract
is applied for. Under this benefit, the CDSL, if otherwise applicable, will be
waived as to any withdrawals if, beginning at least 90 days after the Contract
date of issue, the Owner becomes confined to a nursing home facility for at
least 90 consecutive days and receives skilled nursing care. The Company must
receive a request for a withdrawal and adequate proof of confinement no later
than 90 days after discharge from the facility, and the confinement must be
prescribed by a physician and medically necessary. This rider is not available
to Contract applicants 75 years of age or older, or to applicants who were
confined to a nursing home within the prior two years. Reference should be made
to the rider for a complete description of its terms, conditions, and benefits.
At the beginning of each month, a charge equal to 1/12th of 05% (annual
percentage rate) is made against the Accumulated Value associated with premium
payments upon which a CDSL would continue to be applicable at the time the
charge is assessed. The charge is made through a pro rata reduction in
Accumulation Units of the Subaccounts and dollar amounts in the Guarantee
Periods, based on relative values.
Optional Death Benefit Charges
Separate monthly charges are made for the optional One Year Stepped-Up Death
Benefit and Accidental Death Benefit riders offered by the Company. In each
case, the charge for the rider is made through a pro rata reduction in
Accumulation Units of the Subaccounts and dollar amounts in the Guarantee
Periods, based on relative values. The charge, made at the beginning of each
month, is equal to the Accumulated Value at that time multiplied by 1/12th of
the following applicable annual percentage rates: One Year Stepped-Up Death
Benefit riderC0.15%; Accidental Death Benefit riderC0.10%. See "Optional One
Year Stepped-Up Death Benefit Rider" and "Optional Accidental Death Benefit
Rider" under "The Accumulation Period."
Variations in Charges
In the future, the Company may allow a reduction in or the elimination of the
CDSL, the charge for the Nursing Home Waiver of CDSL rider, the charge for
expense risks, the administrative services charge, or the annual Contract Fee,
or the charge for the One Year Stepped-Up Death Benefit rider or Accidental
Death Benefit rider, under Contracts sold to groups or classes of individuals in
a manner resulting in a reduction in the expenses associated with the sale of
such Contracts and the benefits offered, or the costs associated with
administering or maintaining the Contracts.
The entitlement to such a reduction in or elimination of charges and fees will
be determined by the Company based upon factors such as the following: (1) the
size of the initial premium payment, (2) the size of the group or class, (3) the
total amount of premium payments expected to be received from the group or class
and the manner in which premium payments are remitted, (4) the nature of the
group or class for which the Contracts are being purchased and the persistency
expected from that group or class as well as the mortality risks associated with
that group or class, (5) the purpose for which the Contracts are being purchased
and whether that purpose makes it likely that costs and expenses will be
reduced, or (6) the level of commissions paid to selling broker-dealers or
certain financial institutions with respect to Contracts within the same group
or class.
The Company will make any reduction in charges or fees according to its own
rules in effect at the time an application for a Contract is approved. The
Company reserves the right to change these rules from time to time. Any
variation in charges or fees will reflect differences in costs and services,
will apply uniformly to all prospective Contract purchasers in the group or
class, and will not be unfairly discriminatory to the interests of any Owner.
Premium or Similar Taxes
Several states and local governments impose a premium or similar tax on
annuities. Currently, such taxes range up to 5% of the Accumulated Value applied
to an Annuity Option. Ordinarily, any state-imposed premium or similar tax will
be deducted from the Accumulated Value only at the time of annuitization.
For Contracts issued in South Dakota and Kentucky, the Company pays a tax on
each premium payment at the time it is made. The Company will deduct a charge
for these taxes from the
14
<PAGE>
Accumulated Value at the time of annuitization, death, surrender, or withdrawal.
Such a charge is equal to the applicable premium tax percentage times the amount
of Accumulated Value that is applied to an Annuity Option, surrendered,
withdrawn, or at death. The net economic effect of this procedure is not
significantly different than if the Company deducted the premium tax from each
premium payment when received.
--------------------------
The charges described above (exclusive of taxes) and the Contracts' annuity
purchase rates will apply for the duration of each Contract and, except as noted
above, will not be increased by the Company. However, these charges do not
include all of the expenses that may be incurred for the account of Owners and
Annuitants. Additional charges will be made directly to the Separate Account for
taxes, if any, based on the income of, capital gains of, assets in, or the
existence of, the Separate Account and interest on funds borrowed. In addition,
the Company reserves the right to deduct premium taxes from premiums when paid.
Moreover, the Separate Account purchases and redeems shares of the Trust at net
asset value, a value which reflects the deduction from the assets of the Trust
of the applicable investment management fees and of certain operating expenses
listed under "Synopsis of Expense Information."
THE CONTRACTS
The descriptions herein are based on certain provisions of the Contracts.
Reference should be made to the actual Contracts and to the terms and
limitations of any tax qualified plan which is to be funded by such Contracts.
Tax qualified plans are subject to several requirements and limitations which
may affect the terms of any particular Contract or the advisability of taking
certain action permitted thereby.
Purchase of Contracts
Authorized representatives of the broker-dealer or financial institution
participating in the distribution of the Contracts will assist in the completion
of the application or the placing of an order for a Contract and will be
responsible for its transmittal, together with the necessary premium payment, to
the Servicing Center. If the application or order is complete and the Contract
applied for is suitable, the Contract will be issued and delivered to the Owner.
If the completed application or order is received in proper form, the initial
premium payment accompanying the completed application or order is applied
within two business days after receipt. If an initial premium payment is not
applied within five business days after receipt, it will be refunded unless the
applicant consents to the retention of the premium payment until receipt of
information necessary to allow the issuance of the Contract.
The Company may employ a procedure under which the issuance of the Contract will
be triggered by an order from the broker-dealer or financial institution but the
effectiveness of the Contract will depend upon the later submission of a signed
application. If such a procedure is employed and the signed application is not
received within the required time period, the Contract will be deemed to be void
from the beginning and any premium payment will be refunded.
Each premium payment must be at least $500 in amount. The total premium payments
in any Contract Year may not exceed $1,000,000. The maximum dollar amount of
transfers and payments to any one Subaccount in a Contract Year is $1,000,000.
While the Annuitant is living and the Contract is in force, premium payments may
be made at any time before the Date of Maturity, except that no new premium
payments may be made after the Annuitant reaches age 94 1/2 under Contracts
funding non-qualified arrangements, or age 70 1/2 under tax qualified plans. A
Contract will not be issued if the proposed Annuitant is older than age 84. The
foregoing limits may be waived by the Company.
All checks or other forms of premium payment must be made payable to John
Hancock.
Premium Payments by Wire
The initial premium payment may be transmitted by wire order from broker-dealers
and financial institutions participating in the distribution of the Contracts.
Wire orders accepted by the Company will be invested in the investment options
selected by the prospective Owner at the value next determined following receipt
in good order. Wire orders must include information necessary to allocate the
payment among the investment options selected by the prospective Owner. Wire
orders not accompanied by complete information may be held for up to five
business days in order to obtain the missing information. If that information is
not obtained within the five business day period, the Company will so advise the
broker-dealer or financial institution involved and return the premium payment
immediately to the prospective Owner, unless he or she consents to the retention
of the premium payment by the Company until the Company has received at its
Servicing Center the information not provided. A Contract will, nevertheless,
not be issued, until the Company receives and accepts a properly completed
application. Until a signed application is received and accepted, no further
premium payments or other transactions will be allowed.
If within ten days of the receipt of the initial premium payment by wire a
completed application is not received or an incomplete application received
cannot be completed, the initial premium payment will be returned to the
prospective Owner.
After a Contract has been issued, subsequent premium payments may be transmitted
by wire through the Owner's bank. Information as to the name of the Company's
bank, our account number and the ABA routing number may be obtained by calling
the Servicing Center at the telephone number on the second page of this
prospectus. The wire order must identify the Subaccounts and Guarantee Periods
to which the premium payment is to be allocated, and the dollar amount to be
allocated to each Subaccount and Guarantee Period. Banks may charge a fee for
wire services.
THE ACCUMULATION PERIOD
Allocation of Premium Payments
Premium payments are allocated by the Company to one or more of the Subaccounts
or Guarantee Periods, or among the Subaccounts and Guarantee Periods, as
specified by the Owner at the time of purchasing the Contract, and as directed
by the Owner from time to time thereafter. Any change in the allocations will be
effective as to premium payments made after the receipt by John Hancock at its
Servicing Center of notice in form satisfactory to the Company.
15
<PAGE>
Each premium payment allocated to a Subaccount purchases Accumulation Units of
that Subaccount at the value of such units next determined after the receipt of
such premium payment at the Servicing Center. See "Variable Account Valuation
Procedures."
Currently, premium payments may be allocated to a maximum of 18 Subaccounts and
Guarantee Periods.
Value of Accumulation Units
The number of Accumulation Units of a Subaccount purchased with a specific
premium payment will be determined by dividing the premium payment by the value
of an Accumulation Unit in that Subaccount when the premium payment is applied.
The value of the Accumulation Units so purchased will vary in amount thereafter,
depending upon the investment performance of the Subaccount and the charges and
deductions made against the Subaccount. At any date prior to the Date of
Maturity, the total value of the Accumulation Units in a Subaccount which have
been credited to a Contract can be computed by multiplying the number of such
Accumulation Units by the appropriate Accumulation Unit Value in effect for such
date.
Determination of MVA Fixed Account Value
A Contract's MVA Fixed Account Value is guaranteed by the Company. The Company
bears the investment risk with respect to amounts allocated to the MVA Fixed
Account, except that (a) the Company may vary the Guaranteed Rate for future
Guarantee Periods (subject to the 3% effective annual minimum guaranteed rate
where required under state law) and (b) the Market Value Adjustment imposes
investment risks on the Owner.
The Contract's MVA Fixed Account Value is the sum of the MVA Fixed Account
Values in each Guarantee Period on any date. The MVA Fixed Account Value in a
Guarantee Period is equal to the following amounts, in each case increased by
accrued interest at the applicable Guaranteed Rate:
. The amount of premium payments or transferred amounts allocated to the
Guarantee Period, including the amount of any positive Market Value
Adjustment; less
. The amount of any withdrawals, including any CDSLs, or transfers out of the
Guarantee Period; less
. The amount of any charges and fees deducted from that Guarantee Period;
less
. The amount of any negative Market Value Adjustment.
Transfers Among Subaccounts and Guarantee Periods
Not more than 12 times in each Contract Year the Owner may (a) transfer all or
any part of the Accumulation Units credited under a Contract from one Subaccount
to another Subaccount, or into a Guarantee Period or (b) transfer all or any
part of the dollar amount in one Guarantee Period to another Guarantee Period,
or to a Subaccount. However, transfers may not be made within 30 days of the
Date of Maturity, and transfers from one Subaccount or Guarantee Period to
another may not exceed $1,000,000 in value in any Contract Year. A transfer
pursuant to the dollar cost averaging feature discussed below does not count
toward the limitation of 12 transfers per Contract Year.
Transfers involving the Subaccounts will result in the redemption and/or
purchase of Accumulation Units on the basis of the respective unit values next
determined after receipt of notice satisfactory to the Company at the Servicing
Center. Transfers from a Guarantee Period before its expiration date are subject
to a Market Value Adjustment. The amount of any positive or negative Market
Value Adjustment will be added to or deducted from the transferred amount.
An Owner may request a transfer in writing or, if a telephone transfer
authorization is in effect, by telephoning 800-824-0335. The Owner may send a
written request to the Servicing Center at P.O. Box 9298 Boston, Massachusetts
02205-9298. Any written request should include the Owner's name, daytime
telephone number, and Contract number, and identify the Subaccounts or Guarantee
Periods from which and to which transfers are to be made. Transfers will be
effective on the date of receipt at the Servicing Center of a request in form
satisfactory to us. The Company reserves the right to modify, suspend, or
terminate telephone transfers at any time without notice to the Owners.
An Owner who authorizes telephone transfers will be liable for any loss, expense
or cost arising out of any unauthorized or fraudulent telephone transfer
instructions which the Company reasonably believes to be genuine, unless such
loss, expense or cost is the result of the Company's mistake or negligence. The
Company employs procedures which provide safeguards against the execution of
unauthorized transfers, and which are reasonably designed to confirm that
transfer instructions received by telephone are genuine. These procedures
include requiring personal identification, tape recording calls, and providing
written confirmation to the Owner.
Dollar Cost Averaging
The Owner may elect to have automatically transferred on a monthly, quarterly,
semiannual or annual basis, at no cost, Accumulation Units credited to the
Money Market Subaccount into one or more of the other Subaccounts. The minimum
amount of each transfer is $250. To begin the program, the Accumulated Value
must be at least $15,000. The program continues until it is discontinued by the
Owner, or the full liquidation of the Money Market Subaccount. Changes in your
dollar cost averaging instructions may be made by telephone or in writing
provided the telephone authorization option has been elected by the Owner. The
Company reserves the right to terminate the dollar cost averaging program at any
time. Automatic transfers into the Guarantee Periods are not permitted.
Surrender of Contract; Partial Withdrawals
Prior to the Date of Maturity, if the Annuitant is living, a Contract may be
surrendered for a cash payment of its Surrender Value, or a partial withdrawal
of the Accumulated Value may be made. The Surrender Value of a Contract is the
Accumulated Value, after any Market Value Adjustment, less any applicable
charges, including any CDSL. Accumulation Units will be redeemed at their value
next determined after the receipt by the Servicing Center of notice of surrender
or partial withdrawal in form satisfactory to the Company. The amount of MVA
Fixed Account Value will be determined on the date of receipt by the Servicing
Center of such notice. The value of any Accumulation Units redeemed may be
16
<PAGE>
more or less than the premium payments applied under the Contract, depending
upon the value of the Trust's shares held in a Subaccount at the time.
Additionally, the Surrender Value of the MVA Fixed Account, as adjusted by any
applicable Market Value Adjustment, may be more or less than the premium
payments applied to the MVA Fixed Account. The resulting cash payment upon a
surrender will be reduced by any applicable CDSL and any unpaid Contract Fees or
other charges.
Unless directed otherwise by the Owner, that portion of the Accumulated Value of
the Contract redeemed in a partial withdrawal will be redeemed in each
Subaccount and each Guarantee Period in the same proportion as the Accumulated
Value of the Contract is then allocated among the Subaccounts and the Guarantee
Periods. The Company will redeem Accumulation Units and/or withdraw dollar
amounts from the MVA Fixed Account so that the total amount of a partial
withdrawal (after any Market Value Adjustment) equals the dollar amount of the
partial withdrawal request. Any applicable CDSL will be determined after any
Market Value Adjustment and will reduce the remaining Accumulated Value in the
Separate Account and MVA Fixed Account, as the case may be. The CDSL, if any,
will not reduce the partial withdrawal payment made to the owner so long as the
Accumulated Value is sufficient to cover the CDSL.
Payments of Surrender Value, in a single sum, and partial withdrawal payments,
ordinarily will be made within seven days after receipt of the above notice by
the Servicing Center. As described under "Miscellaneous Provisions--Deferment of
Payment," however, redemptions and payments may be delayed under certain
circumstances. See "Federal Income Taxes" for possible adverse tax consequences
of certain surrenders and partial withdrawals.
Any request for a surrender or partial withdrawal should be mailed to the
Servicing Center, P.O. Box 9298, Boston, MA 02205-9298.
Without our approval, a partial withdrawal is not permitted for an amount less
than $100, nor may a partial withdrawal be made if the total remaining
Accumulated Value would be less than $1,000. If the CDSL Free Withdrawal Value
is at any time less than $100, then that amount must be withdrawn in full, in a
single withdrawal, before any further partial withdrawal is made. The Contract
may be terminated by the Company if the Accumulated Value of the Contract at any
time becomes zero.
Systematic Withdrawal
An optional systematic withdrawal plan enables the Owner to pre-authorize
periodic withdrawals. Owners electing the plan instruct the Company to withdraw
a percentage or a level dollar amount from the Contract on a monthly, quarterly,
semiannual, or annual basis. The amount withdrawn will result in the
cancellation of Accumulation Units from each applicable Subaccount in the
Separate Account, and the deduction of dollar amounts from each applicable
Guarantee Period in the MVA Fixed Account, in the ratio that the value of each
bears to the total Accumulated Value. Currently, systematic withdrawal is
available to Owners who have an Accumulated Value of $15,000 or more. The
Company reserves the right to modify the eligibility rules or other terms and
conditions of this program at any time, without notice. Systematic withdrawals
in any Contract Year in excess of 10% of the Accumulated Value as of the
beginning of the Contract Year may be subject to a CDSL. The minimum systematic
withdrawal is $100. In the event that the modal amount of the withdrawal drops
below $100 or the Accumulated Value becomes less than $5,000, the plan will be
suspended by the Company and the Owner will be notified. The systematic
withdrawal will terminate upon cancellation by the Owner.
Systematic withdrawals are subject to the CDSL and Market Value Adjustment
described above. There may be tax consequences associated with the systematic
withdrawal plan. See "Federal Income Taxes."
Standard Death Benefit
If the Annuitant dies before the Date of Maturity, a standard death benefit is
payable. The death benefit will be the greater of (a) the Accumulated Value,
adjusted by any Market Value Adjustment, next determined following receipt by
John Hancock at its Servicing Center of due proof of death together with any
required instructions as to method of settlement, and (b) the aggregate amount
of the premium payments made under the Contract, less any partial withdrawals
and CDSLs applied to such partial withdrawals.
Payment of the death benefit will be made in a single sum to the beneficiary
designated by the Owner prior to the Annuitant's death unless an optional method
of settlement has been elected by the Owner. If an optional method of settlement
has not been elected by the Owner, the beneficiary may elect an optional method
of settlement in lieu of a single sum. No deduction is made for sales or other
expenses upon such election. Payment will be made in a single sum in any event
if the death benefit is less than $5000. See "Annuity Options" under "The
Annuity Period." If there is no surviving beneficiary, the Owner, or his or her
estate is the beneficiary.
Optional One Year Stepped-Up Death Benefit
The Owner may elect a one year stepped-up death benefit rider that is designed
to enhance the standard death benefit payable to the beneficiary. Under this
rider, upon the death of the Annuitant before the Date of Maturity, the benefit
payable will be the greater of (a) the standard death benefit, and (b) the
highest Accumulated Value, adjusted by any Market Value Adjustment, of the
Contract as of any Contract anniversary preceding the date of receipt of due
proof of death together with any required settlement instructions and preceding
the Contract anniversary nearest the Annuitant's 81st birthday, plus any premium
payments, less any withdrawals and CDSLs, since such Contract anniversary. The
rider is elected at the time a Contract is applied for. Reference should be made
to the rider for a complete description of its terms, conditions, and benefits.
A monthly charge is made for this benefit, so long as the rider is in effect.
See "Charges Under the Contracts." This one year stepped-up death benefit is not
available for applicants age 80 or older.
Optional Accidental Death Benefit
At the option of the Owner, an accidental death benefit may be elected at the
time the Contract is applied for. Under this rider,
17
<PAGE>
upon the accidental death of the Annuitant prior to the earlier of the Date of
Maturity or the Annuitant's 80th birthday, the beneficiary will receive, in
addition to any other death benefit, an amount equal to the Accumulated Value of
the Contract, as of the date of the accident, upon receipt of due proof of the
Annuitant's death together with any required instructions as to method of
settlement, up to a maximum of $200,000. This benefit is not available to
applicants age 80 or older. A monthly charge is made for this rider as described
under "Charges Under the Contracts."
Payment of Death Benefits
The Code requires certain distribution provisions to be included in any Contract
used to fund other than a tax qualified plan. See "Federal Income Taxes."
Failure to include the required distribution provisions results in the Contract
not being treated as an annuity for Federal Tax Law purposes. The Code imposes
comparable distribution requirements for Contracts used to fund tax qualified
plans. These required provisions for tax qualified plans will be reflected by
means of separate disclosures and endorsements furnished to Owners.
The Code distribution requirements are expected to present few practical
problems when the Annuitant and Owner are the same person. Nevertheless, all
Owners of Contracts not used to fund a tax qualified plan and IRA Contract
Owners should be aware that the following distribution requirements are
applicable notwithstanding any provision to the contrary in the Contract (or in
this prospectus) relating to payment of the death benefit or death of the
Annuitant.
If the Owner dies before annuity payments have begun: (a) if the beneficiary is
the surviving spouse of the Owner, the beneficiary may continue the Contract in
force as Owner; or (b) if the beneficiary is not the surviving spouse of the
Owner, or if the beneficiary is the surviving spouse of the Owner but does not
choose to continue the Contract, the entire interest in the Contract on the date
of death of the Owner must be: (i) paid out in full within five years of the
Owner's death, or (ii) applied in full towards the purchase of a life annuity on
the beneficiary with payments commencing within one year of the Owner's death.
If the Owner dies on or after annuity payments have begun, any remaining benefit
must be paid out at least as rapidly as under the method of making annuity
payments then in effect.
The Code imposes comparable distribution requirements on tax qualified plans.
If the Owner is not the Annuitant, "the entire interest in the Contract on the
date of death of the Owner" is equal to the Surrender Value if paid out in full
within five years of the Owner's death, or is equal to the Accumulated Value if
applied in full towards the purchase of a life annuity on the beneficiary with
payments commencing within one year of the Owner's death. Note that "the entire
interest in the Contract on the date of death of the Owner" which is payable if
the Owner dies before annuity payments have begun may be an amount less than the
death benefit which would have been payable if the Annuitant had died instead.
Notice should be furnished promptly to the Servicing Center upon the death of
the Owner.
THE ANNUITY PERIOD
During the annuity period, the total value of a Contract may be allocated among
no more than four "Accounts." For this purpose, all Guarantee Periods comprising
the MVA Fixed Account are counted as one Account; each of the Subaccounts is
counted as one Account. Amounts allocated to the MVA Fixed Account will provide
annuity payments on a fixed basis; amounts allocated to the Subaccounts will
provide annuity payments on a variable basis. If more than four Accounts are
being used on the Date of Maturity, the Company will divide the total
Accumulated Value proportionately among the four Accounts with the largest
Accumulated Values.
Any Accumulated Value in the MVA Fixed Account at the Date of Maturity will be
subject to any positive or negative Market Value Adjustment that is applicable
at that time, before such amount is applied to provide annuity payments.
Annuity payments will begin on the Date of Maturity if the Annuitant is then
living and the Contract has been in force for at least six months. Each Contract
will provide at the time of its issuance for a Life Annuity with Ten Years
Certain. Under this form of annuity, annuity payments are made monthly to the
Annuitant for life and, if the Annuitant dies within ten years after the Date of
Maturity, the payments remaining in the ten-year period will be made to the
contingent payee, subject to the terms of any supplementary agreement issued. A
different form of annuity may be elected by the Owner, as described in "Annuity
Options," below, prior to the Date of Maturity. However, the minimum Accumulated
Value that may be applied to an annuity form, other than a Life Annuity with Ten
Years Certain, is $5,000. Once a given form of annuity takes effect, it may not
be changed.
If the initial monthly annuity payment under a Contract would be less than $50,
the Company may make a single sum payment equal to the total Surrender Value of
the Contract on the date the initial payment would be payable, in place of all
other benefits.
Each Contract specifies a Date of Maturity at the time of its issuance, which
may be no earlier than six months after the date the first payment is applied to
the Contract. The Owner may subsequently elect a different Date of Maturity,
however. Unless otherwise permitted by the Company, such subsequent date may be
any earlier date provided it is no earlier than six months after the date the
first payment is applied to the Contract, nor later than the maximum age
specified in the Contract, generally age 95. The election is made by written
notice received by the Servicing Center before the Date of Maturity specified in
the Contract and at least 31 days prior to the new Date of Maturity. Particular
care should be taken in electing the Date of Maturity for Contracts issued under
tax qualified plans. See "Federal Income Taxes."
Variable Monthly Annuity Payments
Variable monthly annuity payments under a Contract are determined by converting
each Subaccount's Accumulation Units credited to the Contract (less any
applicable premium tax) into the respective Annuity Units of each applicable
Subaccount on the
18
<PAGE>
Date of Maturity or some other date elected for commencement of variable annuity
payments.
The amount of each variable annuity payment after the first payment will depend
on the investment performance of the Subaccounts being used. If the actual net
investment return (after deducting all charges) of a Subaccount during the
period between the dates for determining two monthly payments based on that
Subaccount exceeds the "assumed investment rate" (explained below), the latter
monthly payment will be larger than the former. On the other hand, if the actual
net investment return is less than the assumed investment rate, the latter
monthly payment will be smaller than the former.
Assumed Investment Rate
The assumed investment rate for the variable annuity portion of the Contracts
will be 3 1/2% per year except as provided below. The assumed investment rate is
significant in determining the amount of the initial variable monthly annuity
payment and the amount by which subsequent variable monthly payments are more or
less than the initial variable monthly payment.
Where applicable state law so provides, an Owner may elect a Variable Annuity
Option with assumed investment rates of 5% or 6%, if such a rate is available in
the Owner's state. Election of a higher assumed investment rate produces a
larger initial annuity payment but also means that eventually the monthly
annuity payments would be smaller than if a lower assumed investment rate had
been elected.
Calculation of Annuity Units
Accumulation Units are converted into Annuity Units by first multiplying the
number of each Subaccount's Accumulation Units credited to the Contract on the
date of conversion by the appropriate Accumulation Unit Value as of ten calendar
days prior to the date the initial variable monthly annuity payment is due. For
each Subaccount the resulting value (less any applicable premium tax) is then
multiplied by the applicable annuity purchase rate, which reflects the age and,
possibly, sex of the Annuitant and the assumed investment rate, specified in the
Contract. This computation determines the amount of each Subaccount's initial
monthly variable annuity payment to the Annuitant. The number of each
Subaccount's Annuity Units to be credited to the Contract is then determined by
dividing the amount of each Subaccount's initial variable monthly annuity
payment by each Subaccount's Annuity Unit Value as of ten calendar days prior to
the date the initial payment is due.
Fixed Monthly Annuity Payments
The dollar amount of each fixed monthly annuity payment, specified during the
entire period of annuity payments according to the provisions of the annuity
form selected, will be determined by dividing the amount applied under the Fixed
Annuity Option (net of any applicable premium taxes) by $1,000 and multiplying
the result by the greater of: (a) the applicable factor shown in the appropriate
table in the Contract; or (b) the factor currently offered by the Company at the
time of annuitization. This current factor may be based on the sex of the payee
unless prohibited by law.
Annuity Options
The Owner may elect an Annuity Option during the lifetime of the Annuitant by
written notice received by the Servicing Center prior to the Date of Maturity of
the Contract. If no option is selected, Option A with Ten Years Certain will be
used. A beneficiary entitled to payment of a death benefit in a single sum may,
if no election has been made by the Owner prior to the Annuitant's death, elect
an Annuity Option by written notice received by the Servicing Center prior to
the date the proceeds become payable. No option may be elected, other than the
Life Annuity with Ten Years Certain, if the Accumulated Value to be applied is
less than $5000, in which case we will make a payment equal to the total
Surrender Value on the date the initial payment would be payable in place of all
other benefits. Among the options available are the following Annuity Options,
available for variable annuity payments and fixed annuity payments.
Option A: Life Annuity with Payments for a Guaranteed Period
Monthly payments will be made for a guaranteed period of 5, 10, or 20 years, as
selected by the Owner or Beneficiary, and thereafter as long as the payee lives,
with the guarantee that if the payee dies prior to the end of the guarantee
period selected, payments will continue for the remainder of the guaranteed
period to a contingent payee, subject to the terms of any supplementary
agreement issued.
Option B: Life Annuity Without Further Payment on Death of Payee
Monthly payments will be made to the payee as long as he or she lives. No
minimum number of payments is guaranteed.
Option C: Joint and Last Survivor
Payments will be provided monthly, quarterly, semiannually or annually for your
life and the life of your spouse/joint payee. Upon the death of one payee,
payments will continue to the surviving payee and stop upon the death of the
surviving payee.
Option D: Joint and 1/2 Survivor
Joint and 2/3 Survivor
Payments will be provided monthly, quarterly, semiannually or annually for your
life and the life of your spouse/joint payee. Upon the death of one payee,
payments (reduced to 1/2 or 2/3 the full payment amount) will continue to the
surviving payee. Payments stop upon the death of the surviving payee.
Option E: Life Income With Cash Refund
Payments will be provided monthly, quarterly, semiannually or annually for your
life. Upon your death, your contingent payee will receive a lump-sum payment, if
the total payments to you were less than your accumulated value at the time of
annuitization. The lump-sum payment, if any, will be for the balance.
Option F: Income for a Fixed Period
Payments will be provided monthly, quarterly, semiannually or annually for a
pre-determined period of time to a maximum of 30 years. If you die before the
end of the fixed period, payments will continue to your contingent payee until
the end of the period.
Option G: Income of a Specific Amount
Payments will be provided for a specific amount. Payments stop
19
<PAGE>
only when the premium deposit applied and earnings have been completely paid
out. If you die before all payments are made, payments continue to your
contingent payee until the end of the contract.
Fixed and variable annuity payments are available with Annuity Options A, B, C,
and D. Only fixed annuity payments are available with Annuity Options E, F, and
G. With respect to Options F and G, payments must continue for 10 years unless
the Contract has been in force for 5 years or more.
The Option A life annuity with 5 years guaranteed and Option B life annuity
without further payment on the death of payee are not available if the Annuitant
is more than 85 years of age on the Date of Maturity.
Transfers
The procedures for and terms and conditions of transfers by an Annuitant among
Subaccounts during the annuity period are the same as for transfers by Owners
among Subaccounts during the Accumulation Period. See "Accumulation Period--
Transfers Among Subaccounts and Guarantee Periods." Such transactions involve
the redemption and purchase of Annuity Units in the same manner that transfers
during the Accumulation Period involve the redemption and purchase of
Accumulation Units. No transfers to or from a Fixed Annuity Option are
permitted.
Other Conditions
The Company reserves the right at its sole discretion to make available to
Owners and other payees optional methods of payment in addition to the Annuity
Options described in this prospectus and the applicable Contract.
Federal income tax requirements currently applicable to H.R. 10 and individual
retirement annuity plans provide that the period of years guaranteed under
Option A cannot be any greater than the joint life expectancies of the payee and
his or her designated beneficiary.
If the Owner dies on or after annuity payments have begun, any remaining benefit
must be paid out at least as rapidly as under the method of making annuity
payments then in effect. The Code imposes a comparable distribution requirement
for Contracts used to fund tax qualified plans.
VARIABLE ACCOUNT VALUATION PROCEDURES
Valuation Date. A Valuation Date is any date on which the New York Stock
Exchange is open for trading and on which the Trust values its shares. On any
date other than a Valuation Date, the Accumulation Unit Value or Annuity Unit
Value will be the same as that on the next following Valuation Date.
Valuation Period. A Valuation Period is that period of time from the beginning
of the day following a Valuation Date to the end of the next following Valuation
Date.
Accumulation Unit Value. The Accumulation Unit Value is calculated separately
for each Subaccount. The value of one Accumulation Unit on any Valuation Date is
determined for each Subaccount by multiplying the immediately preceding
Accumulation Unit Value by the applicable Net Investment Factor for the
Valuation Period ending on such Valuation Date.
Annuity Unit Value. The Annuity Unit Value is calculated separately for each
Subaccount. The value of one Annuity Unit on any Valuation Date is determined
for each Subaccount by first multiplying the immediately preceding Annuity Unit
Value by the applicable Net Investment Factor for the Valuation Period ending on
such date and then multiplying this product by an adjustment factor which will
neutralize the assumed investment rate used in determining the amounts of
annuity payable. The adjustment factor for a Valuation Period of one day for
Contracts with an assumed investment rate of 3 1/2% per year is 0.999905754. The
assumed investment rate is neutralized by applying the adjustment factor so that
the variable annuity payments will increase only if the actual net investment
rate of the Subaccount exceeds 3 1/2% per year and will decrease only if it is
less than 3 1/2% per year.
Net Investment Factor. The Net Investment Factor for each Subaccount for any
Valuation Period is equal to 1 plus the applicable net investment rate for such
Valuation Period. A Net Investment Factor may be more or less than 1. The net
investment rate for each Subaccount for any Valuation Period is equal to (a) the
accrued investment income and capital gains and losses, whether realized or
unrealized, of the Subaccount for such Valuation Period less (b) the sum of a
deduction for any applicable income taxes and, for each calendar day in the
Valuation Period, a deduction of 0.003425% or 0.002740% (depending on whether
the total asset-based charge for mortality and expense risks and for
administration is 1.25% or 1.00%, respectively, on an annual basis) of the value
of the Subaccount at the beginning of the Valuation Period, the result then
being divided by (c) the value of the total net assets of the Subaccount at the
beginning of the Valuation Period.
Adjustment of Units and Values. The Company reserves the right to change the
number and value of the Accumulation Units or Annuity Units or both credited to
any Contract, without the consent of the Owner or any other person, provided
strict equity is preserved and the change does not otherwise affect the
benefits, provisions or investment return of the Contract.
MISCELLANEOUS PROVISIONS
Restriction on Assignment
In order to qualify for favorable tax treatment, certain Contracts may not be
sold, assigned, discounted or pledged as collateral for a loan or as security
for the performance of an obligation or for any other purpose, to any person,
unless the Owner is the trustee of a trust described in Section 401(a) of the
Code. Because an assignment, pledge or other transfer may be a taxable event an
Owner should consult a competent tax adviser before taking any such action.
Deferment of Payment
The Company may defer for up to 15 days the payment of any amount attributable
to a premium payment made by check to
20
<PAGE>
allow the check reasonable time to clear.
Payment of the value of any Accumulation Units in a single sum upon a surrender
or partial withdrawal will ordinarily be made within seven days after receipt of
the written request therefor by the Servicing Center. However, redemption may be
suspended and payment may be postponed at times (a) when the New York Stock
Exchange is closed, other than customary weekend and holiday closings, (b) when
trading on that Exchange is restricted, (c) when an emergency exists as a result
of which disposal of securities in a Subaccount is not reasonably practicable or
it is not reasonably practicable to determine the value of the net assets of a
Subaccount or (d) when a governmental body having jurisdiction over the Separate
Account by order permits such suspension. Rules and regulations of the
Commission, if any are applicable, will govern as to whether conditions
described in (b) or (c) exist.
The Company may also defer payment of surrender proceeds payable out of the MVA
Fixed Account for a period of up to six months.
Reservation of Rights
The Company reserves the right to add or delete Subaccounts, to change the
underlying investments of any Subaccount, to operate the Separate Account in any
form permitted by law and to terminate the Separate Account's registration under
the 1940 Act if such registration should no longer be legally required. Certain
changes may, under applicable laws and regulations, require notice to or
approval of Owners. Otherwise, changes do not require such notice or approval.
Owner and Beneficiary
The Owner has the sole and absolute power to exercise all rights and privileges
under the Contract, except as otherwise provided by the Contract or by written
notice of the Owner. The Owner and the beneficiary are designated in the
application and may be changed by the Owner, effective upon receipt of written
notice at the Servicing Center, subject to the rights of any assignee of record,
any action taken prior to receipt of the notice and certain other conditions.
While the Annuitant is alive, the Owner may be changed by written notice. The
beneficiary may be changed by written notice no later than receipt of due proof
of the death of the Annuitant. The change will take effect whether or not the
Owner or the Annuitant is then alive.
FEDERAL INCOME TAXES
The Separate Account, the MVA Fixed Account, and the Company
The Company is taxed as a life insurance company under the Code. The Separate
Account is part of the Company's total operations and is not taxed separately as
a "regulated investment company" or otherwise.
The Contracts permit the Company to charge against the Separate Account and the
MVA Fixed Account any taxes, or provisions for taxes, attributable to the
operation or existence of the Contracts or the Separate Account. No specific
charge is currently made against the Account for any such taxes. The Company
pays such taxes out of its general account assets which may consist of, among
other things, proceeds derived from mortality and expense risk charges deducted
from the Account. Currently, the Company does not anticipate making a separate
charge for income and other taxes because of the level of such taxes. If the
level of current tax is increased, or is expected to increase in the future, the
Company reserves the right to make such a charge in the future.
The Company assumes no responsibility for determining whether a particular
retirement plan satisfies the applicable requirements of the Code or whether a
particular employee is eligible for inclusion under a plan.
Contracts Purchased Other Than to Fund a Tax Qualified Plan
The Owner or Other Payee
The Contracts are considered annuity contracts under Section 72 of the Code.
Currently no Federal Income Tax is payable on increases in Accumulated Value
until payments are made to the Owner or other payee under such Contract.
However, a Contract owned other than by a natural person is not generally an
annuity for tax purposes and any increase in value thereunder is taxable as
ordinary income as accrued.
When payments under a Contract are made in the form of an annuity, the amount of
each payment is taxed to the Owner or other payee as ordinary income to the
extent that such payment exceeds an allocable portion of the Owner's "investment
in the contract" (as defined in the Code). In general, an Owner's "investment in
the contract" is the aggregate amount of premium payments made by him, reduced
by any amounts previously distributed under the Contract that were not subject
to tax. The portion of each variable annuity payment to be excluded from income
is determined by dividing the "investment in the contract," adjusted by any
refund feature, by the number of periodic payments anticipated during the time
that periodic payments are to be made. In the case of a fixed annuity payment,
the amount to be excluded in each year is determined by dividing the "investment
in the contract," adjusted by any refund feature, by the amount of "expected
return" during the time that periodic payments are to be made, and then
multiplying by the amount of the payment. After the entire "investment in the
contract" has been distributed, any remaining payment is fully taxable.
When a payment under a Contract is made in a single sum, the amount of the
payment is taxed as ordinary income to the Owner or other payee to the extent it
exceeds the Owner's "investment in the contract."
For purposes of determining the amount of taxable income resulting from a
partial or complete withdrawal, all Contracts and other annuity contracts issued
by the Company or its affiliates to the Owner within the same calendar year will
be treated as if they were a single contract.
21
<PAGE>
Partial Withdrawals Before Date of Maturity
When a payment under a Contract, including a payment under a systematic
withdrawal plan, is less than the amount that would be paid upon the Contract's
complete surrender and such payment is made prior to the commencement of annuity
payments under the Contract, part or all of the payment (the partial withdrawal)
may be taxed to the Owner or other payee as ordinary income.
On the date of the partial withdrawal, if the cash value of the Contract is
greater than the investment in the Contract, any part of such excess value so
withdrawn is subject to tax as ordinary income.
If an individual assigns or pledges any part of the value of a Contract, the
value so pledged or assigned is taxed as ordinary income to the same extent as a
partial withdrawal.
Penalty for Premature Withdrawals
In addition to being included in ordinary income, the taxable portion of any
withdrawal may be subject to a ten percent penalty tax. The penalty tax does not
apply to payments made to the Owner or other payee after the Owner attains age
59 1/2, or on account of the Owner's death or disability. If the withdrawal is
made in substantially equal periodic payments over the life of the Annuitant or
other payee or over the joint lives of the Annuitant and the Annuitant's
beneficiary the penalty will also not apply.
Diversification Requirements
Each of the Funds of the Trust intends to qualify as a regulated investment
company under Subchapter M of the Code and will have to meet the investment
diversification tests of Section 817(h) of the Code and the underlying
regulations. The Treasury Department and the Internal Revenue Service may, at
some future time, issue a ruling or a regulation presenting situations in which
it will deem "investor control" to be present over the assets of the Funds of
the Trust, causing the Owner to be taxed currently on income credited to the
Contracts. In such a case, the Company reserves the right to amend the Contract
or the choice of investment options to avoid current taxation to the Owners.
Contracts Purchased to Fund a Tax Qualified Plan
Withholding on Eligible Rollover Distributions
Recent legislation requires 20% withholding on certain distributions from tax
qualified plans. An Owner wishing to roll over his entire distribution should
have it paid directly to the successor plan. Otherwise, the Owner's distribution
will be reduced by the 20% mandatory income tax. Consult a qualified tax adviser
before taking such a distribution.
Contracts Purchased Under Individual Retirement Annuity Plans (IRA)
In general, the maximum amount of premium payments deductible each year with
respect to an individual retirement annuity contract (as defined in Section 408
of the Code) issued on the life of an eligible purchaser is the lesser of $2,000
or 100% of compensation includible in gross income. A person may also purchase a
contract for the benefit of his or her spouse (including for example a homemaker
who does not work outside the home). Where an individual elects to deduct
amounts contributed on his or her own behalf and on behalf of a spouse, the
maximum amount of premium payments deductible is up to $2,000 for each spouse if
their combined compensation is at least equal to the contributed amount.
However, not more than $2,000 can be allocated to either person's account. If
you or your spouse is an active participant in an employer-sponsored retirement
plan, you are permitted to make a deductible premium payment only if your
adjusted gross incomes are below certain amounts.
No deduction is allowed for premium payments made in or after the taxable year
in which the Owner has attained the age of 70 1/2 years nor is a deduction
allowed for a "rollover contribution" as defined in the Code.
When payments under a Contract are made in the form of an annuity, or in a
single sum such as on surrender of the Contract or by partial withdrawal, the
payment is taxed as ordinary income.
IRS required minimum distributions must begin no later than April 1 of the year
following the year in which the Owner attains age 70 1/2. The Owner may incur
adverse tax consequences if a distribution on surrender of the Contract or by
partial withdrawal is made prior to his attaining age 59 1/2, except in the
event of his death or total disability or in certain other circumstances.
Contracts Purchased Under Section 403(b) Plans (TSA)
Premium payments made by an employer which is a public school system or a tax-
exempt organization described in Section 501(c)(3) of the Code under annuity
purchase arrangements described in Section 403(b) of the Code are not taxable
currently to the Owner, to the extent that the aggregate of such amounts does
not exceed the Owner's "exclusion allowance" (as defined in the Code). In
general, an Owner's "exclusion allowance" is determined by multiplying 20% of
his "includible compensation" (as defined in the Code) by the number of years of
his service with the employer and then subtracting from that product the
aggregate amount of premium payments previously excluded from income and certain
other employer payments to retirement plans in which the Owner is a participant.
Additional limitations applicable to premium payments are described in Section
415 of the Code. Deferrals under all plans made at the election of the Owner
generally are limited to an aggregate of $9500 annually.
When payments under a Contract are made in the form of an annuity, such payments
are taxed to the Owner or other payee under the same rules that apply to such
payments under corporate plans (discussed below) except that five-year averaging
and capital gain phase-out are not available.
When payment under a Contract is made in a single sum, such as on surrender of
the contract or by partial withdrawal, the taxable portion of the payment is
taxed as ordinary income and the penalty for premature withdrawals may be
applicable.
Ordinarily an Owner in a Section 403(b) plan does not have any "investment in
the contract" and, thus, any distribution is fully taxed as ordinary income.
Distributions are prohibited before the Owner is age 59 1/2, except
22
<PAGE>
on the Owner's separation from service, death, or disability and except with
respect to distributions attributable to assets held as of December 31, 1988.
This prohibition does not (1) preclude transfers and exchanges to other products
that qualify under Section 403(b) or (2) restrict withdrawals of certain amounts
attributable to pre-January 1, 1989, premium payments.
Contracts Purchased Under Corporate Plans
In general, premium payments made by a corporation under a qualified pension or
profit-sharing plan described in Section 401(a) of the Code or a qualified
annuity plan described in Section 403(a) of the Code are deductible by the
corporation and are not taxable currently to the employees.
When payments under a Contract are made in the form of an annuity, the amount of
each payment is taxed to the Annuitant or other payee as ordinary income except
in those cases where the Annuitant has an "investment in the contract" (as
defined in the Code). In general, an Annuitant's "investment in the contract" is
the aggregate amount of premium payments made by him. If an Annuitant has an
"investment in the contract," a portion of each annuity payment is excluded from
income until the investment in the contract is recovered. The amount to be
excluded in each year, in the case of a variable annuity payment, is determined
by dividing the "investment in the contract," adjusted by any refund feature, by
the number of periodic payments anticipated during the time that periodic
payments are to be made. The calculation for fixed annuity payments is somewhat
different. For fixed annuity payments, in general, prior to recovery of the
"investment in the Contract," there is no tax on the amount of each payment
which bears the same ratio to that payment as the "investment on the Contract"
bears to the total expected value of the annuity payments for the term of the
payments. However, the remainder of each annuity payment is taxable. The taxable
portion of a distribution (in the form of an annuity or a single sum payment) is
taxed as ordinary income.
When payment under a Contract is made in a single sum or a total distribution is
made within one taxable year of the Annuitant or other payee, the amount of the
payment is taxed to the Annuitant or other payee to the extent it exceeds the
Annuitant's "investment in the contract." If such payment is made after the
Annuitant has attained age 59 1/2, or on account of his death, retirement or
other termination of employment or on account of his death after termination of
employment, five year averaging and a phase-out of capital gains treatment for
pre-1974 contributions may be available with respect to one distribution. Other
rules may be available to taxpayers who have attained age 50 prior to January 1,
1986.
IRS required minimum distributions must begin no later than April 1 of the year
following the year in which the Annuitant attains age 70 1/2 even if the
Annuitant has not retired.
Contracts Purchased Under H.R. 10 Plans
(Self-Employed)
Self-employed persons, including partnerships, may establish tax qualified
pension and profit-sharing plans and annuity plans for themselves and for their
employees. Generally, the maximum amount of premium payments deductible each
year with respect to variable annuity contracts issued on the life of self-
employed persons under such plans is $30,000 or 25% of "earned income" (as
defined in the Code), whichever is less. Self-employed persons must also make
premium payments for their employees (who have met certain eligibility
requirements) at least at the same rate as they do for themselves. In general,
such premium payments are deductible in full and are not taxable currently to
such employees.
Tax qualified plans may permit self-employed persons and their employees to make
additional premium payments themselves (which are not deductible) of up to 10%
of earned income or compensation.
When payments under a Contract are made in the form of an annuity, such payments
are taxed to the Annuitant or other payee under the same rules that apply to
such payments under corporate plans (discussed earlier).
The tax treatment of single sum payments is also the same as under corporate
plans except that five-year averaging may be unavailable to a self-employed
Annuitant on termination of service for reasons other than disability.
The same rules that apply to commencement of annuity payments under corporate
plans apply to H.R. 10 plans.
Contracts Purchased By Top-Heavy Plans
Certain corporate and H.R. 10 plans may be characterized under Section 416 of
the Code as "top-heavy plans" if a significant portion of the plan assets is
held for the benefit of the "key employees" (as defined in the Code). Care must
be taken to consider the special limitations applicable to top-heavy plans and
the potentially adverse tax consequences to key employees.
Withholding of Taxes
The Company is obligated to withhold taxes from certain payments unless the
recipient elects otherwise. The withholding rate varies depending upon the
nature and the amount of the distribution. The Company will notify the Owner or
other payee of his or her right to elect out of withholding and furnish a form
on which the election may be made. Any election must be received by the
Servicing Center in advance of the payment in order to avoid withholding.
See Your Own Tax Adviser
The above description of Federal Income Tax consequences of owning a Contract
and of the different kinds of tax qualified plans which may be funded by the
Contracts is only a brief summary and is not intended as tax advice. The rules
governing the provisions of tax qualified plans are extremely complex and often
difficult to understand. Anything less than full compliance with the applicable
rules, all of which are subject to change from time to time, can have adverse
tax consequences. For example, premature withdrawals are generally subject to a
ten percent penalty tax. The taxation of an Annuitant or other payee has become
so complex and confusing that great care must be taken to avoid pitfalls. For
further information a prospective purchaser should consult a qualified tax
adviser.
23
<PAGE>
FURTHER INFORMATION ABOUT THE COMPANY
Business of the Company
The Company (or "JHVLICO" herein) was organized under the laws of the
Commonwealth of Massachusetts in 1979 and commenced insurance operations in
1980. It is a wholly owned subsidiary of John Hancock Mutual Life Insurance
Company (John Hancock or "JHMLICO" herein), a mutual life insurance company
organized under the laws of the Commonwealth of Massachusetts in 1862.
JHVLICO is principally engaged in the writing of variable and universal life
insurance policies. JHVLICO's policies are primarily marketed through JHMLICO's
sales organization, which includes a proprietary sales force employed at
JHMLICO's own agencies and a network of independent general agencies. Policies
also are sold through various unaffiliated securities broker-dealers and certain
financial institutions with which JHMLICO and JHVLICO have sales agreements.
Currently, JHVLICO writes business in all states except New York. At December
31, 1996, JHVLICO had $45.0 billion of life insurance in force.
In 1993, JHVLICO acquired Colonial Penn Annuity and Life Insurance Company and
changed the latter company's name to John Hancock Life Insurance Company of
America. The subsidiary's principal business activity at December 31, 1996, is
the run-off of a block of single premium whole life insurance. For additional
discussion of this acquisition, see Note 3 of Notes to Financial Statements.
Selected Financial Data
The following financial data for JHVLICO and its subsidiary should be read in
conjunction with the financial statements and notes thereto, included elsewhere
in this Prospectus. The results for past accounting periods are not necessarily
indicative of the results to be expected in the future. The selected financial
data and financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Commonwealth of Massachusetts Division
of Insurance and in conformity with the practices of the National Association of
Insurance Commissioners ("NAIC") ("statutory accounting practices"). See Note 1-
- -Nature of Operations and Significant Accounting Practices page F-6, for
additional discussion.
The information presented below should be read in conjunction with, and is
qualified in its entirety by, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the financial statements and other
information included elsewhere in this prospectus.
<TABLE>
<CAPTION>
Year Ended and at December 31
----------------------------------------------
1996 1995 1994 1993 1992
(in Millions)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA
INCOME STATEMENT DATA
Premiums.................................................. $ 820.6 $570.9 $430.5 $398.8 $416.4
Net investment income..................................... 76.1 62.1 57.6 61.3 62.0
Other income, net......................................... 406.0 85.7 95.5 (4.0) (3.9)
TOTAL REVENUES........................................ 1,302.7 718.7 583.6 456.1 474.5
Total benefits and expenses............................... 1,227.3 659.2 556.0 456.6 440.8
Income tax expense........................................ 36.8 28.4 15.0 6.5 20.5
Net realized capital gains (losses)....................... (1.5) 0.5 0.4 (2.6) (1.4)
Net gain (loss)........................................... 35.3 31.6 13.0 (9.6) 11.8
BALANCE SHEET DATA
Total assets.............................................. 4,568 3,446 2,627 2,379 2,348
Total obligations......................................... 4,285 3,197 2,409 2,176 2,108
Total stockholder's equity................................ 283 249 218 203 240
</TABLE>
- -----------------------
*On October 1, 1993, JHVLICO entered into an assumption reinsurance agreement
with JHMLICO to cede a block of variable life, universal life and flexible
variable life insurance policies to JHMLICO representing substantially all of
such policies written by JHVLICO in the State of New York. In connection with
this agreement, general account assets consisting of bonds, mortgage loans,
policy loans, cash, investment income due and accrued and deferred and
uncollected premiums totaling $72.2 million were transferred by JHVLICO to
JHMLICO, along with policy reserves, unearned premiums and dividend liabilities
totaling $47.7 million and surplus totaling $24.5 million. Separate account
assets consisting of common stock and policy loans totaling $200.8 million were
transferred to John Hancock's separate accounts along with $200.8 million in
separate account policyholder obligations.
24
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financial Condition
As of December 31, 1996, total assets grew by 32.5% to $4,567.8 million, from
$3,446.3 million at December 31, 1995. This increase is principally due to the
growth in the separate accounts where assets increased by 35.9% during 1996 from
$2,421.0 million at December 31, 1995, to $3,290.5 million at December 31, 1996.
Total obligations grew by 34.0% to $4,284.7 million from $3,197.6 million at
December 31, 1995. As with assets, most of this growth was in the separate
accounts, which grew by 35.9% during 1996, from $2,417.0 million at December 31,
1995, to $3,285.8 million at December 31, 1996. Separate account assets and
liabilities consist primarily of the fund balances associated with variable life
and annuity business. The asset holdings include fixed income, equity growth,
total return real estate, and global mutual funds, with liabilities representing
amounts due to policyholders. Total stockholder's equity grew by 13.8% from
$248.7 million at December 31, 1995, to $283.1 million at December 31, 1996.
As of December 31, 1995, total assets grew by 31.2%, to $3,446.3 million, from
$2,626.9 million at December 31, 1994. Much of this growth was also attributable
to an increase in separate account assets, which grew by 40.7% during 1995, from
$1,721.0 million at December 31, 1994, to $2,421.0 million at December 31, 1995.
Total obligations grew by 32.7% during 1995, from $2,409.0 million at December
31, 1994, to $3,197.6 million at December 31, 1995. As with assets, most of this
growth was in separate accounts, which grew by 40.7% during 1995, from $1,717.7
million at December 31, 1994, to $2,417.0 million at December 31, 1995. Total
stockholder's equity grew by 14.1%, from $217.9 million at December 31, 1994, to
$248.7 million, at December 31, 1995.
Investments
The Company continues to address industry-wide issues of asset quality and
liquidity that have emerged in recent years. JHVLICO's bond portfolio is highly
diversified. It maintains diversity by geographic region, industry group, and
limiting the size of individual investments relative to the total portfolio. In
1996, 1995, and 1994, the Company invested new money predominantly in long-term
investment grade corporate bonds as a means of lowering the relative proportion
of assets invested in commercial mortgages. As a result, the Company's holdings
in investment (NAIC SVO classes 1 and 2) and medium (NAIC SVO class 3) grade
bonds are 90.5% and 7.2%, respectively, of total general account bonds at
December 31, 1996. The corresponding percentages at December 31, 1995 were 90.1%
and 6.7%, respectively. Most of the medium grade bonds are private placements
that provide long-term financing for medium size companies. These bonds
typically are protected by individually negotiated financial covenants and/or
collateral. At December 31, 1996, the balance (NAIC SVO classes 4, 5, and 6) of
2.3% of total general account bonds consists of lower grade bonds and bonds in
default. Bonds in default represent 0.7% of total general account bonds.
Management believes the Company's commercial mortgage lending philosophy and
practices are sound. The Company generally makes mortgage loans against
properties with proven track records and high occupancy levels, and typically
does not make construction or condominium loans nor lend more than 75% of the
property's value at the time of the loan. To assist in the management of its
mortgage loans, the Company uses a computer based mortgage risk analysis system.
The Company has outstanding commitments to purchase long-term bonds and issue
real estate mortgages totaling $42.1 million and $33.5 million, respectively at
December 31, 1996. The corresponding amounts at December 31, 1995 were $16.6
million and $5.4 million, respectively. The Company monitors the
creditworthiness of borrowers under these commitments and requires collateral as
deemed necessary. The majority of these commitments expire in 1997.
Reserves and Obligations
The Company's obligations principally consist of aggregate reserves for life
policies and contracts of $877.8 million in the general account and obligations
of $3,285.8 million in the separate accounts at December 31, 1996. The
corresponding amounts at December 31, 1995 were $612.3 million and $2,417.0
million, respectively. These liabilities are computed in accordance with
commonly accepted actuarial standards and are based on actuarial assumptions
which are in accordance with, or more conservative than, those called for in
state regulations. All reserves meet the requirements of the insurance laws of
the Commonwealth of Massachusetts. Intensive asset adequacy testing was
performed in 1996 for the vast majority of reserves. As a result of that
testing, no additional reserves were established. Adequacy testing is done
annually and generally performed in the fourth quarter.
The Company's investment reserves include the Asset Valuation Reserve ("AVR")
required by the NAIC and state insurance regulatory authorities. The AVR is
included in the Company's obligations. At December 31, 1996, the AVR was $16.6
million, compared to $15.4 million at December 31, 1995 and $12.6 million at
December 31, 1994. The AVR contained voluntary contributions of $0.0 in 1996,
$2.8 million in 1995, $1.1 million in 1994, and $1.7 million in 1993. Management
believes the Company's level of reserve is adequate and is made more
conservative by the voluntary contributions.
The AVR was established to stabilize statutory surplus from non-interest related
fluctuations in the market value of bonds, stocks, mortgage loans, real estate
and other invested assets. The AVR generally captures realized and unrealized
capital gains or losses on such assets, other than those resulting from changes
in interest rates. Each year, the amount of an insurer's AVR will fluctuate as
capital gains or losses are absorbed by the reserve. To adjust for such changes
over time, an annual contribution
25
<PAGE>
must be made to the AVR equal to 20% of the difference between the maximum AVR
(as determined annually according to the type and quality of an insurer's
assets) and the actual AVR. The AVR provisions permitted a phase-in period
whereby the required contribution was 10% in 1992, 15% in 1993, and the full 20%
factor thereafter.
Such contributions may result in a slower rate of growth of, or a reduction to,
surplus. Changes in the AVR are accounted for as direct increases or decreases
in surplus. The impact of the AVR on the surplus position of John Hancock in the
future will depend in part on the composition of the Company's investment
portfolio.
The Interest Maintenance Reserve ("IMR") captures realized capital gains and
losses (net of taxes) on fixed income investments (primarily bonds and mortgage
loans) resulting from changes in interest rate levels. These amounts are not
reflected in the Company's capital account and are amortized into net investment
income over the estimated remaining lives of the investments disposed. At
December 31, 1996, December 31, 1995 and December 31, 1994, the balance of the
IMR was $5.9 million, $6.9 million and $7.1 million, respectively. The IMR
provisions permitted a phase-in period so that in 1992, 50% of realized capital
gains and losses on United States government securities were recognized in net
income and were not captured by the IMR. In 1993, the provisions allowed 25% of
these capital gains and losses to flow to net income with the remainder being
captured in the IMR. In 1996, 1995 and 1994, all capital gains and losses on
United States government securities were captured by the IMR. The impact of the
IMR on the surplus of the Company depends upon the amount of future interest
related capital gains and losses on fixed income investments.
Results of Operations
1996 compared to 1995
Net gain from operations was $36.8 million in 1996, $5.7 million higher than for
1995. Operating gain was positively impacted by the effects of a modified
coinsurance agreement JHVLICO and John Hancock entered into during 1996. Under
the agreement, John Hancock reinsured 50 percent of the 1995 and 1996 issues of
retail annuity contracts ("Independence Preferred" and "Declaration"). The 1996
increase in operating gain attributable to this reinsurance agreement was $15.1
million.
Operating gain was relatively stable even with the sale of the new variable
annuity product which was introduced in early 1995 and the new corporate-owned
life insurance product introduced in 1996. Premium income was offset by credits
to contractholders' accounts in the form of reserve increases. The gain was
further impacted by the first year commission charged on new products.
Total revenues increased by 81.3%, or $584.0 million to $1,302.7 million during
1996 from 1995. Premiums, net of premium ceded to reinsurers, increased by 43.7%
or $249.7 million. Of this increase, $255.0 million was due to the sale of
corporate-owned life insurance. Net investment income increased by 22.5% or
$14.0 million to $76.1 million during 1996 due largely to a 39.0%, or $16.4
million increase in gross income on long-term bonds. The increase on long-term
bond income was the result of an increased asset base. Other income increased by
$320.3 million which was primarily attributable to the increase in commission
and expense allowances and reserve adjustments on reinsurance ceded.
Total benefits and expenses increased by 86.2% or $568.1 million to $1,227.3
million during 1996 from 1995. Benefit payments and additions to reserves
increased by 107.0% or $530.4 million to $1,026.2 million. Insurance expenses
increased by 22.0% or $33.1 million, to $183.8 million. The increase was
attributable largely to commission expense resulting from the sale of new
business.
1995 Compared to 1994
Net gain from operations was $31.1 million in 1995, $18.5 million higher than
1994. Operating gain was positively impacted by the effects of a modified
coinsurance reinsurance agreement between John Hancock and the Company entered
into during 1994. Under the agreement, John Hancock reinsured 50% of the 1995
and 1994 sales of the Company's flexible premium and scheduled premium life
insurance policies. The 1995 increase in operating gain attributable to this
reinsurance agreement was $20.3 million. The increase was partially offset by
acquisition expenses of new sales and an increase in the federal income tax
expense.
Total revenues increased by 23.1%, or $135.1 million to $718.7 million, during
1995. Premiums increased by 32.6% or $140.4 million during 1995. This increase
was primarily due to the sale of a new variable annuity product.
Total benefits and expenses increased by 18.6%, or $103.2 million to $659.2
million during 1995. Benefit payments and additions to reserves increased by
33.0%, or $123.0 million to $495.8 million. This increase was partially offset
by a decrease of $18.2 million in insurance expenses.
1994 Compared to 1993
Net gain from operations was $12.6 million in 1994, $19.6 million higher than
the net loss of $7.0 million in 1993. This increase in operating gain was
primarily attributable to the effects of the modified coinsurance reinsurance
agreement between John Hancock and the Company which was previously described.
The 1994 increase in net operating gain attributable to this reinsurance
agreement was $26.9 million.
Total revenues increased by 28.0%, or $127.5 million, to $583.6 million, during
1994. Premiums increased by 7.9%, or $31.7 million, to $430.5 million during
1994, reflecting growth in premium revenues from the universal life insurance
line, as well as the introduction in late 1993 and 1994 of three new products:
the Medallion variable universal product, a variable COLI product, and a
variable survivorship product. Net investment income decreased by 6.0%, or $3.7
million to $57.6 million, during 1994, due largely to a 16.8%, or $3.3 million
decrease in gross income on mortgages and real estate, which contributed to an
overall decrease of 4.9%, or $3.2 million, in gross investment income. Net
investment income was further dampened in 1994 by a 17.2%, or $0.5 million,
increase in investment expenses. Other income improved by $99.5 million during
1994, primarily due to the increase in commission and expense allowances and
reserve
26
<PAGE>
adjustments on reinsurance ceded, as described above.
Total benefits and expenses increased by 21.8%, or $99.4 million, to $556.0
million, during 1994. Benefit payments and additions to reserves increased by
23.3%, or $70.5 million, to $372.8 million, during 1994. The increase was
primarily due to $73.8 million or 66.2% increase in additions to reserves, most
of which occurred in both the universal life and flexible variable life
insurance lines, offset by a 1.7% or $3.3 million decrease in benefit payments.
Insurance expenses, which included a $3.0 million charge for restructuring
during 1994, increased by 19.0%, or $27.4 million, to $171.9 million, during
1994. This growth in expenses was attributable largely to the cost of growth in
new business.
Liquidity and Capital Resources
The Company's liquidity resources at December 31, 1996, include cash and short-
term investments of $31.9 million, public bonds of $263.2 million, and
investment grade private placement bonds of $439.7 million. The corresponding
amounts at December 31, 1995 were $76.6 million, $206.2 million, and $294.7
million, respectively. In addition, the Company's separate accounts are highly
liquid and are available to meet most outflow needs for variable life insurance.
Management believes the liquidity resources above of $732.3 million as of
December 31, 1996, strongly position the Company to meet all its obligations to
policyholders and others. Generally, the Company's financing needs are met by
means of funds provided by normal operations. As of December 31, 1996 and 1995,
the Company had no outstanding borrowings from sources outside its affiliated
group.
Total surplus, or stockholder's equity, including the AVR, is $299.7 million as
of December 31, 1996, compared to $264.1 million as of December 31, 1995, and
$230.5 million as of December 31, 1994. The current statutory accounting
treatment of deferred acquisition cost ("DAC") taxes results in an
understatement of the Company's surplus, which will persist during periods of
growth in new business written. These taxes result from federal income tax law
that approximates acquisition expenses and then spreads the corresponding tax
deduction over a period of years. The result is a DAC tax which is collected
immediately and subsequently returned through tax deduction in later years.
Since it began its operations, the Company has received a total of $381.8
million in capital contributions from John Hancock, of which $377.5 million is
credited to paid-in capital and $2.5 million is credited to capital stock as of
December 31, 1996. In 1993, $1.8 million of capital was returned to John
Hancock. To support the Company's operations, for the indefinite future, John
Hancock is committed to make additional capital contributions if necessary to
ensure that the Company maintains a positive net worth. The Company's
stockholder's equity, net of unassigned deficit, was $283.1 million at December
31, 1996 and $248.7 million at December 31, 1995. For additional discussion of
the Company's capitalization, see Note 2 of the Notes to Financial Statements.
In December 1992, the NAIC approved risk-based capital ("RBC") standards for
life insurance companies as well as a Model Act (the "RBC Model Act") to apply
such standards at the state level. The RBC Model Act provides that life
insurance companies must submit an annual RBC report which compares a company's
total adjusted capital (statutory surplus plus AVR, voluntary investment
reserves, and one-half the apportioned dividend liability) with its risk-based
capital as calculated by an RBC formula, where the formula takes into account
the risk characteristics of the company's investments and products. The formula
is to be used by insurance regulators as an early warning tool to identify
possible weakly capitalized companies for purposes of initiating further
regulatory action. The formula is not intended as a means to rank insurers. The
RBC Model Act gives state insurance commissioners explicit regulatory authority
to require various actions by, or take various actions against, insurance
companies whose total adjusted capital does not meet the RBC standards. The RBC
Model Act imposes broad confidentiality requirements on those engaged in the
insurance business (including insurers, agents, brokers and others) as to the
use and publication of RBC data. As of December 31, 1996, the Company's total
adjusted capital as defined by the NAIC was well in excess of RBC standards.
Reinsurance
To reduce its exposure to large losses under its insurance policies, the Company
enters into reinsurance arrangements with its parent, John Hancock, and other
non-affiliated insurance companies. For further discussion of the Company's
reinsurance arrangements, including business ceded to John Hancock, see Notes 6
and 8 of the Notes to Financial Statements.
Separate Accounts
Under applicable state insurance laws, insurers are permitted to establish
separate investment accounts in which assets backing certain policies or
contracts, including variable life policies and certain individual and group
annuity contracts, are held. The investments in each separate investment account
(which may be pooled or customer specific) are maintained separately from other
separate investment accounts and the general investment account. The investment
results of the separate investment account assets are passed through directly to
separate investment account policyholders and contractholders, so that an
insurer derives certain fees from, but bears no investment risk on, these
assets, except the risk on a small number of products that the investment
results of the separate account assets will not meet the minimum rate guaranteed
on these products. Other than amounts derived from or otherwise attributable to
the Company's general investment account, assets of separate investment accounts
are not available to fund the liabilities of the general investment account.
Competition
JHVLICO is engaged in a highly competitive business due to the large number of
stock and mutual life insurance companies and other entities marketing insurance
products. There are approximately 2,000 stock, mutual, and other types of
insurers in the life insurance business in the United States. According to the
July 1995, issue of Best's Review Life/Health, JHVLICO ranks 44th in terms of
individual direct ordinary life insurance premiums written during 1994.
JHVLICO's parent, JHMLICO, ranks 15th.
Best's Company Report, dated March 17, 1997, affirms JHVLICO's financial
stability rating from A.M. Best Company, Inc. of A++, its
27
<PAGE>
highest, based on the strength of its parent company and the capital guarantee
discussed above. Standard & Poor's Corporation and Duff & Phelps Credit Rating
Company have assigned insurance claims-paying ability ratings to JHVLICO of AA+
and AAA, respectively, which place JHVLICO in the second highest and highest
categories, respectively, by these rating agencies. Moody's Investors Service,
Inc. has assigned JHVLICO a financial strength rating of Aa2, which is its third
highest rating.
Employees and Facilities
JHMLICO provides JHVLICO with personnel, property, and facilities for the
performance of certain of JHVLICO's corporate functions. JHMLICO annually
determines a fee for these services and facilities based on a number of criteria
which were revised in 1996, 1995, and 1994 to reflect continuing changes in
JHVLICO's operations. The amount of service fee charged to JHVLICO was $111.7
million, $97.9 million, and $117.0 million in 1996, 1995 and 1994, respectively.
Approximately 1,200 of JHMLICO's field office employees and agents are members
of a labor union. The agreement with union employees and agents was ratified in
June, 1996.
Transactions with JHMLICO
As indicated, property, personnel and facilities are provided, at a service fee,
by JHMLICO for purposes of JHVLICO's operations, and the two companies have
entered into certain reinsurance arrangements. In addition, JHMLICO has
contributed all of JHVLICO's capital, of which $1.8 million of paid-in capital
was returned to JHMLICO during 1993. It is expected that arrangements and
transactions such as the foregoing will continue in the future to an
indeterminate extent. See Notes 2 and 6 of the Notes to Financial Statements.
JHMLICO receives no additional compensation for its services as underwriter and
distributor of the Contracts issued by JHVLICO.
Regulation
JHVLICO is subject to extensive state regulatory oversight in jurisdictions in
which it does business. This regulatory oversight, increasing scrutiny upon the
insurance regulatory framework and proposals to adopt a federal regulatory
framework may in the future adversely affect JHVLICO's ability to sustain
adequate returns. JHVLICO's business also could be adversely affected by changes
in state law relating to asset and reserve valuation requirements, limitations
on investments and risk-based capital requirements, and, at the federal level,
by laws and regulations that may affect certain aspects of the insurance
industry. Assessments also are levied against John Hancock companies as a result
of participation in various types of state guaranty associations, state
insurance pools for the uninsured or other arrangements.
Regulators have the discretionary authority, in connection with the continual
licensing of JHVLICO, to limit or prohibit new issuances of business to
policyholders when, in their judgment, such regulators determine that such
insurer is not maintaining minimum statutory surplus or capital or if further
transaction of business will be hazardous to its policyholders. JHVLICO does not
believe the current or anticipated levels of statutory surplus of JHVLICO or any
member of its affiliated group, and the volume of their sales of new life and
annuity policies, present a material risk that the amount of new insurance that
JHVLICO or any of such insurance affiliates may issue will be limited.
Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal measures which may significantly affect
the insurance business include removal of barriers preventing banks from
engaging in the insurance business, limits to medical testing for insurability,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles and proposed legislation to prohibit the use of
gender in determining insurance and pension rates and benefits.
Directors and Executive Officers
The directors and executive officers of JHVLICO are as follows:
<TABLE>
<CAPTION>
Position Other Business
Name Age with JHVLICO Within Past Five Years
---- --- ------------ ----------------------
<S> <C> <C> <C>
David F. D'Alessandro,
Director................................. 46 Chairman Senior Executive Vice President--
Retail Sector, John Hancock
Henry D. Shaw,
Director................................. 64 Vice Chairman & President Senior Vice President, Retail
Product Management, John Hancock
Robert S. Paster,
Director................................. 45 Vice President Second Vice President, Direct
Distribution, John Hancock
Michele G. Van Leer,
Director................................. 40 Vice President Vice President, Life Product
Management, John Hancock
Joseph A. Tomlinson,
Director................................. 50 Vice President Vice President, Annuity and
Special Products, John Hancock
Robert R. Reitano,
Director................................. 48 Vice President Vice President, Investment Policy
& Research, John Hancock
Barbara L. Luddy,
Director................................. 45 Vice President & Actuary Vice President, Financial
Reporting & Analysis, John Hancock
Ronald J. Bocage,
Director................................. 51 Vice President & Counsel Vice President, Equity and Pension Law,
John Hancock
Thomas J. Lee,
Director................................. 43 Vice President Vice President, Life Product and
Systems Management, John Hancock
Daniel L. Ouellette......................... 49 Vice President, Marketing Vice President, Retail Marketing,
John Hancock
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Edward P. Dowd.............................. 54 Vice President, Investments Senior Vice President, Real
Estate Investment Group, John Hancock
Roger G. Nastou............................. 55 Vice President, Investments Vice President, Bond & Corporate
Finance, John Hancock
Laura L. Mangan............................. 35 Vice President & Secretary Corporate Secretary, John Hancock
Patrick F. Smith............................ 55 Controller Senior Associate Controller, Controller's
Department, John Hancock
Julie H. Indge.............................. 44 Treasurer Financial Officer, Financial
Sector Management, John Hancock
</TABLE>
Executive Compensation
Executive officers of JHVLICO also serve one or more of the affiliated companies
of JHMLICO. Allocations have been made as to each individual's time devoted to
his or her duties as an executive officer of JHVLICO. The following table
provides information on the allocated compensation paid to the chief executive
officer for 1996. There were no executive officers of JHVLICO whose allocated
compensation exceeded $100,000 during 1996. Directors of JHVLICO receive no
compensation in addition to their compensation as employees of JHMLICO.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------- ------------------
Name Title Salary Bonus Other LTIP All Other
---- ----- ------ ----- ----- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
David F. D'Alessandro.......................... Chairman $28,980 $28,285 $3,370 $15,641 $0
</TABLE>
SEPARATE ACCOUNT PERFORMANCE
The Subaccounts may include total return in advertisements. When a Subaccount
advertises its total return, it will usually be calculated for one year, five
years, and ten years or for the life of the applicable Fund. Total return is the
percentage change between the value of a hypothetical investment in the
Subaccount at the beginning of the relevant period to the value of the
investment at the end of the period, assuming the deduction of any CDSL which
would be payable if the Contract Owner surrendered the Contract at the end of
the period indicated. Total return at the Separate Account level will reflect
the CDSL, mortality and expense risk charges, administrative charge, and the
annual Contract Fee. The total return figures will not reflect any premium tax
charge or any charges for optional benefits, including the Nursing Home Waiver
of CDSL, One Year Stepped-Up Death Benefit and Accidental Death Benefit riders.
The total return for the Separate Account will be lower than total return at the
Trust level where comparable charges are not deducted.
The Subaccounts may also advertise total returns in a non-standard format in
conjunction with the standard format described above. The non-standard format
will be the same as the standard format except that it will not reflect any
CDSL.
The Money Market Subaccount may advertise "current yield" and "effective yield."
Current yield refers to the income earned by the Subaccount over a seven-day
period and then annualized; i.e., the income earned in the period is assumed to
be earned every seven days over a 52-week period and stated as a percentage of
the investment. Effective yield is calculated similarly but, when annualized,
the income earned by the investment is assumed to be reinvested in the
Subaccount and thus compounded in the course of a 52-week period. The effective
yield will be slightly higher than the current yield because of this compounding
effect of the assumed reinvestment.
The other Subaccounts may also advertise current yield. For these Subaccounts,
the current yield will be calculated by dividing the annualization of the income
earned by the Subaccount during a recent 30-day period by the maximum
offering price per unit at the end of such period. In all cases, current yield
and effective yield will reflect the recurring charges at the Separate Account
level including the annual Contract Fee, but will not reflect any premium tax
charge, any CDSL, or any charges for optional benefit riders.
Performance information for the Subaccounts may be compared to other variable
annuity separate accounts or other investment products surveyed by Lipper
Analytical Services, Inc., an independent service that monitors and ranks the
performance of investment companies. Ibottson and Associates, CDA Weisenberger,
and F.C. Towers are also used for comparison purposes, as well as the Russell
and Wilshire Indices. Performance rankings and ratings reported periodically in
national financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK,
THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S, and BARRON'S
may also be utilized. Performance figures are calculated in accordance with
standardized methods established by each reporting service.
REPORTS
The Company intends to deliver to Owners of outstanding Contracts annual account
statements and such other periodic reports as may be required by law, but it is
not anticipated that any such reports will include periodic financial statements
or information concerning the Company.
VOTING PRIVILEGES
All of the assets in the Subaccounts of the Separate Account are invested in
shares of the corresponding Funds of the Trust. The Company will vote the shares
of each Fund which are deemed attributable to the Contracts at meetings of the
Trust's shareholders in accordance with instructions received from
29
<PAGE>
Owners of the Contracts. Units of the Trust held in the Separate Account which
are not attributable to the Contracts and those for which instructions from
owners are not received will be represented by the Company at the meeting and
will be voted for and against each matter in the same proportion as the votes
based upon the instructions received from the owners of all annuity contracts
funded through the Separate Account's corresponding variable Subaccounts.
The number of shares of a Fund held in each Subaccount deemed attributable to
each Owner is determined by dividing a Contract's Accumulation Unit Value (or
for a Contract under which annuity payments have commenced, the equivalent) in
the Subaccount by the net asset value of one share in the corresponding Fund in
which the assets of that Subaccount are invested. Fractional votes will be
counted. The number of shares as to which the Owner may give instructions will
be determined as of the record date for the Trust's meeting.
Owners of Contracts may give instructions regarding the election of the Board of
Trustees of the Trust, ratification of the selection of independent auditors,
approval of the Trust investment management agreements and other matters
requiring a vote under the 1940 Act. Owners will be furnished information and
forms by the Company in order that voting instructions may be given.
CHANGES IN APPLICABLE LAW-FUNDING AND OTHERWISE
The voting privileges described in this prospectus are afforded based on the
Company's understanding of applicable Federal Securities Law requirements. To
the extent that applicable law, regulations or interpretations change to
eliminate or restrict the need for such voting privileges, the Company reserves
the right to proceed in accordance with any such revised requirements. The
Company also reserves the right, subject to compliance with applicable law,
including approval of Owners if so required, to transfer assets determined by
the Company to be associated with the class of contracts to which the Contracts
belong from the Account to another separate account or Subaccount by withdrawing
the same percentage of each investment in the Separate Account with appropriate
adjustments to avoid odd lots and fractions.
DISTRIBUTION OF THE CONTRACTS
JHFI is registered as a broker-dealer under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc. JHFI
acts as principal underwriter and principal distributor of the Contracts. The
Contracts may be purchased through broker-dealers and certain financial
institutions who have entered into selling agreements with JHFI and the Company,
and whose representatives are authorized by applicable law to sell annuity
products. The compensation paid to such broker-dealers and financial
institutions is not expected to exceed 7.0% of premium payments. The offering of
the Contracts is intended to be continuous, but neither the Company nor JHFI is
obligated to sell any particular amount of Contracts.
The Company reimburses JHFI for direct and indirect expenses actually incurred
in connection with the marketing and sale of the Contracts.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the 1934 Act, and in
accordance therewith files reports and other information with the Commission.
Such reports and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and at the Commission's Regional Offices located at 7 World
Trade Center, Suite 1300, New York, New York, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of such materials
also can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed registration statements ("Registration Statements") with
the Commission under the Securities Act of 1933 relating to the Contracts
offered by this prospectus. This prospectus has been filed as a part of the
Registration Statements and does not contain all of the information set forth in
the Registration Statements and exhibits thereto, and reference is hereby made
to such Registration Statements and exhibits for further information relating to
the Company and the Contracts. The Registration Statements and the exhibits
thereto may be inspected and copied, and copies can be obtained at prescribed
rates, in the manner set forth in the preceding paragraph.
EXPERTS AND FINANCIAL STATEMENTS
The statutory-basis financial statements of JHVLICO at December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
appearing in this Prospectus and Registration Statement and the annual financial
statements of John Hancock Variable Annuity Account JF at December 31, 1996, and
for the four-month period ended December 31, 1996, appearing in the Statement of
Additional Information included in the Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their reports theron
appearing elsewhere herein, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
30
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS OF STATEMENT
OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
Page Cross Reference to
Page in Prospectus
<S> <C> <C>
The Separate Account..................... 1 10
Services Agreement....................... 1 NA
Calculation of Performance Data.......... 1 29
Calculation of Annuity Payments.......... 2 19
Separate Account Financial Statements.... 4 F-1
</TABLE>
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
John Hancock Variable Life Insurance Company
We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1996
and 1995, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for each of the three years in the period
ended December 31, 1996. 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 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
described in Note 1. The effects on the financial statements of these variances
are not reasonably determinable but are presumed to be material.
In our reports dated February 7, 1996 and 1995, we expressed an opinion that the
1995 and 1994 financial statements of the Company fairly present, in all
material respects, the Company's financial position, results of its operations,
and its cash flows in conformity with generally accepted accounting principles
for a stock life insurance company wholly-owned by a mutual life insurance
company and with reporting practices prescribed or permitted by the Commonwealth
of Massachusetts Division of Insurance. As described in Note 1, the accompanying
statutory-basis financial statements are no longer considered to be prepared in
conformity with generally accepted accounting principles. Accordingly, our
present opinion on the 1995 and 1994 financial statements, as presented in the
following paragraph, is different from that expressed in our previous
reports.
In our opinion, because of the effects of the matter described in the second
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of John Hancock Variable Life Insurance Company at December
31, 1996 and 1995, or the results of its operations or its cash flows for the
three years then ended.
Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of John Hancock Variable Life
Insurance Company at December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996 in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance.
Ernst & Young LLP
Boston, Massachusetts
February 14, 1997
F-1
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31
-----------------------
1996 1995
---- ----
(in Millions)
<S> <C> <C>
ASSETS
Bonds--Note 7..................................... $753.5 $552.8
Preferred stocks.................................. 9.6 5.0
Common stocks..................................... 1.4 1.7
Investment in affiliates.......................... 72.0 65.3
Mortgage loans on real estate--Note 7............. 212.1 146.7
Real estate....................................... 38.8 36.4
Policy loans...................................... 80.8 61.8
Cash items:
Cash in banks................................... 26.7 11.6
Temporary cash investments...................... 5.2 65.0
31.9 76.6
Premiums due and deferred......................... 36.8 39.6
Investment income due and accrued................. 22.6 18.6
Other general account assets...................... 17.8 20.8
Assets held in separate accounts.................. 3,290.5 2,421.0
TOTAL ASSETS................................ $4,567.8 $3,446.3
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
Policy reserves................................... $877.8 $612.3
Federal income and other taxes payable--Note 1.... 29.4 14.2
Other accrued expenses............................ 75.1 138.7
Asset valuation reserve--Note 1................... 16.6 15.4
Obligations related to separate accounts.......... 3,285.8 2,417.0
TOTAL OBLIGATIONS........................... 4,284.7 3,197.6
STOCKHOLDER'S EQUITY--Notes 2 and 6
Common Stock, $50 par value; authorized 50,000
shares; issued and outstanding 50,000 shares... 2.5 2.5
Paid-in capital................................... 377.5 377.5
Unassigned deficit................................ (96.9) (131.3)
TOTAL STOCKHOLDER'S EQUITY.................. 283.1 248.7
TOTAL OBLIGATIONS AND STOCKHOLDER'S.................. $4,567.8 $3,446.3
EQUITY
</TABLE>
The accompanying notes are an integral part of the statutory-basis financial
statements.
F-2
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------
1996 1995 1994
---------- -------- --------
<S> <C> <C> <C>
INCOME
Premiums.................................................. $820.6 $570.9 $430.5
Net investment income--Note 4............................. 76.1 62.1 57.6
Other, net................................................ 406.0 85.7 95.5
---------- -------- --------
1,302.7 718.7 583.6
BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries............... 236.1 213.4 187.5
Additions to reserves to provide for future payments
to policyholders and beneficiaries................... 790.1 282.4 185.3
Expenses of providing service to policyholders and
obtaining new insurance--Note 6...................... 183.8 150.7 168.9
Cost of restructuring..................................... 0.0 0.0 3.0
State and miscellaneous taxes............................. 17.3 12.7 11.3
---------- -------- --------
1,227.3 659.2 556.0
---------- -------- --------
GAIN FROM OPERATIONS BEFORE
FEDERAL INCOME TAXES AND NET REALIZED
CAPITAL GAINS (LOSSES)............................... 75.4 59.5 27.6
Federal income taxes--Note 1................................. 38.6 28.4 15.0
---------- -------- --------
GAIN FROM OPERATIONS BEFORE
NET REALIZED CAPITAL GAINS (LOSSES).................. 36.8 31.1 12.6
Net realized capital gains (losses)--Note 5.................. (1.5) 0.5 0.4
---------- -------- --------
NET GAIN.................................................. 35.3 31.6 13.0
Unassigned deficit at beginning of year...................... (131.3) (162.1) (177.2)
Net unrealized capital gains (losses) and other
adjustments--Note 5....................................... 2.5 (3.0) (1.5)
Valuation reserve changes--Note 1............................ 0.0 0.0 2.7
Other reserves and adjustments............................... (3.4) 2.2 0.9
---------- -------- --------
UNASSIGNED DEFICIT AT END OF YEAR $(96.9) $(131.3) $(162.1)
========== ======== ========
</TABLE>
The accompany notes are an integral part of the statutory-basis financial
statements.
F-3
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
STATUTORY-BASIS STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------
1996 1995 1994
--------- -------- ---------
(in Millions)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Insurance premiums....................................................... $824.2 $574.0 $436.4
Net investment income.................................................... 73.4 59.2 57.9
Benefits to policyholders and beneficiaries.............................. (212.7) (198.3) (175.3)
Dividends paid to policyholders.......................................... (15.7) (13.2) (11.9)
Insurance expenses and taxes............................................. (196.6) (161.5) (180.6)
Net transfers to separate accounts....................................... (524.2) (257.4) (146.6)
Other, net............................................................... 386.7 55.1 83.2
--------- --------- --------
NET CASH PROVIDED FROM OPERATIONS 335.1 57.9 63.1
--------- --------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Bond purchases........................................................... (489.9) (172.5) (94.1)
Bond sales............................................................... 228.3 18.9 23.1
Bond maturities and scheduled redemptions................................ 27.8 36.0 22.3
Bond prepayments......................................................... 31.9 20.6 24.7
Stock purchases.......................................................... (6.5) (1.7) (1.5)
Proceeds from stock sales................................................ 0.4 1.4 1.2
Real estate purchases.................................................... (10.5) (16.2) (18.4)
Real estate sales........................................................ 8.5 9.3 22.1
Other invested assets purchases.......................................... 0.0 (0.4) (0.9)
Proceeds from the sale of other invested assets.......................... 1.5 0.3 1.3
Mortgage loans issued.................................................... (84.4) (19.8) (37.9)
Mortgage loan repayments................................................. 17.7 21.1 35.2
Other, net............................................................... (104.6) 45.7 12.5
--------- --------- --------
NET CASH USED IN INVESTING ACTIVITIES.................................... (379.8) (57.3) (10.4)
--------- --------- --------
INCREASE (DECREASE) IN CASH AND
TEMPORARY CASH INVESTMENTS............................................. (44.7) 0.6 52.7
Cash and temporary cash investments at beginning of year..................... 76.6 76.0 23.3
--------- --------- -------
CASH AND TEMPORARY CASH INVESTMENTS
AT THE END OF YEAR..................................................... $31.9 $76.6 $76.0
========= ========= =======
</TABLE>
The accompanying notes are an integral part of the statutory-basis financial
statements.
F-4
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
STATUTORY-BASIS STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Additional
Common Paid-In Unassigned
Stock Capital Deficit Total
(in Millions)
<S> <C> <C> <C> <C>
Balance at January 1, 1994....................................... $25.0 $355.0 $(177.2) $202.8
1994 Transactions:
Net gain....................................................... 13.0 13.0
Net unrealized capital losses and other adjustments............ (1.5) (1.5)
Valuation reserve changes...................................... 2.7 2.7
Other reserves and adjustments................................. 0.9 0.9
---------- ---------- ---------- ----------
Balance at December 31, 1994..................................... 25.0 355.0 (162.1) 217.9
1995 Transactions:
Net gain....................................................... 31.6 31.6
Net unrealized capital losses and other adjustments............ (3.0) (3.0)
Other reserves and adjustments................................. 2.2 2.2
Reclassification of paid-in capital.............................. (22.5) 22.5 0.0
---------- ---------- ---------- ----------
Balance at December 31, 1995..................................... 2.5 377.5 (131.3) 248.7
1996 Transactions:
Net gain....................................................... 35.3 35.3
Net unrealized capital gains and other adjustments............. 2.5 2.5
Change in separate account surplus
Other reserves and adjustments................................. (3.4) (3.4)
---------- ---------- ---------- ----------
Balance at December 31, 1996..................................... $2.5 $377.5 $(96.9) $283.1
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the statutory-basis financial
statements.
F-5
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES
John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently the Company writes business in all states except New York.
The preparation of the financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in the
financial statements and accompanying notes. Such estimates and assumptions
could change in the future as more information becomes known, which could impact
the amounts reported and disclosed herein.
Basis of Presentation: The financial statements have been prepared using
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners (NAIC), which practices differ
from generally accepted accounting principles (GAAP). The 1995 and 1994
financial statements presented for comparative purposes were previously
described as being prepared in accordance with GAAP for stock life insurance
companies wholly-owned by a mutual life insurance company. Pursuant to Financial
Accounting Standards Board Interpretation 40, "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises"
(FIN 40), as amended, which is effective for 1996 financial statements,
financial statements based on statutory accounting practices can no longer be
described as prepared in conformity with GAAP. Furthermore, financial statements
prepared in conformity with statutory accounting practices for periods prior to
the effective date of FIN 40 are not considered GAAP presentations when
presented in comparative form with financial statements for periods subsequent
to the effective date. Accordingly, the 1995 and 1994 financial statements are
no longer considered to be presented in conformity with GAAP.
The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and valuation allowances would be
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit rather than consolidated in
the financial statements; and (8) no provision is made for the deferred income
tax effects of temporary differences between book and tax basis reporting. The
effects of the foregoing variances from GAAP have not been determined but are
presumed to be material.
The significant accounting practices of the Company are as follows:
Pending Statutory Standards: The NAIC currently is in the process of recodifying
statutory accounting practices, the result of which is expected to constitute
the only source of prescribed statutory accounting practices. Accordingly, that
project, which is expected to be completed in 1999 will likely change, to some
extent, prescribed statutory accounting practices, and may result in changes to
the accounting practices that the Company uses to prepare its statutory-basis
financial statements. The impact of any such changes on the Company's unassigned
deficit cannot be determined at this time and could be material.
Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses, including the acquisition costs of new
business, are charged to operations as incurred and policyholder dividends are
provided as paid or accrued.
Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-term,
highly-liquid investments both readily convertible to known amounts of cash and
so near maturity that there is insignificant risk of changes in value because of
changes in interest rates.
Valuation of Assets: General account investments are carried at amounts
determined on the following bases:
F-6
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--(CONTINUED)
Bonds and stock values are carried as prescribed by the NAIC; bonds generally at
amortized amounts or cost, preferred stocks generally at cost and common stocks
at market. The discount or premium on bonds is amortized using the interest
method.
Investments in affiliates are included on the statutory equity method.
Goodwill is amortized on a straight-line basis over a ten year period.
Mortgage loans are carried at outstanding principal balance or amortized cost.
Investment real estate is carried at depreciated cost, less encumbrances.
Depreciation on investment real estate is recorded on a straight-line basis.
Accumulated depreciation amount to $1.2 million in 1996 and $0.5 million in
1995.
Real estate acquired in satisfaction of debt and held for sale is carried at the
lower of cost or market as of the date of foreclosure.
Policy loans are carried at outstanding principal balance, not in excess of
policy cash surrender value.
Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. Changes to the AVR are
charged or credited directly to the unassigned deficit.
The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1996, the IMR, net of 1996 amortization of $1.2 million, amounted to $5.9
million which is included in policy reserves. The corresponding 1995 amounts
were $1.2 million and $6.9 million, respectively.
Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered and for which the contractholder, rather than the
Company, generally bears the investment risk. Separate account contractholders
have no claim against the assets of the general account of the Company. Separate
account assets are reported at market value. The operations of the separate
accounts are not included in the summary of operations; however, income earned
on amounts initially invested by the Company in the formation of new separate
accounts is included in other income.
Fair Values of Financial Instruments: Statement of Financial Accounting
Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about financial
instruments, whether or not recognized in the statement of financial position,
for which it is practicable to estimate the value. In situations where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company.
The methods and assumptions utilized by the Company in estimating its fair value
disclosures for financial instruments are as follows:
The carrying amounts reported in the statement of financial position for cash
and temporary cash investments approximate their fair values.
Fair values for public bonds are obtained from an independent pricing service.
Fair values for private placement securities and publicly traded bonds not
provided by the independent pricing service are estimated by the Company by
discounting expected future cash flows using current market rates applicable to
the yield, credit quality and maturity of the investments. The fair values for
common and preferred stocks, other than its subsidiary investments, which are
carried at equity values, are based on quoted market prices.
The fair value of interest rate swaps and currency rate swaps is estimated using
a discounted cash flow method adjusted for the difference between the rate of
the existing swap and the current swap market rate. Discounted cash flows in
foreign currencies are converted to U.S. dollars using current exchange rates.
F-7
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--
(CONTINUED)
The fair value for mortgage loans is estimated using discounted cash
flow analyses using interest rates adjusted to reflect the credit
characteristics of the loans. Mortgage loans with similar
characteristics and credit risks are aggregated into qualitative
categories for purposes of the fair value calculations.
The carrying amount in the statement of financial position for policy
loans approximates their fair value.
The fair value for outstanding commitments to purchase long-term bonds
and issue real estate mortgages is estimated using a discounted cash
flow method incorporating adjustments for the difference in the level
of interest rates between the dates the commitments were made and
December 31, 1996. The fair value for commitments to purchase real
estate approximates the amount of the initial commitment.
Capital Gains and Losses: Realized capital gains and losses are determined using
the specific identification basis. Realized capital gains and losses, net of
taxes and amounts transferred to the IMR, are included in net gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.
Policy Reserves: Life reserves are developed by actuarial methods and determined
based on published tables using statutorily specified interest rates and
valuation methods that will provide, in the aggregate, reserves that are greater
than or equal to the minimum or guaranteed policy cash values or amounts
required by the Commonwealth of Massachusetts Division of Insurance. Reserves
for variable life insurance policies are maintained principally on the modified
preliminary term method using the 1958 and 1980 Commissioner's Standard Ordinary
(CSO) mortality tables, with an assumed interest rate of 4% for policies issued
prior to May 1, 1983 and 4 1/2% for policies issued on or thereafter. Reserves
for single premium policies are determined by the net single premium method
using the 1958 CSO mortality table, with an assumed interest rate of 4%.
Reserves for universal life policies issued prior to 1985 are equal to the gross
account value which at all times exceeds minimum statutory requirements.
Reserves for universal life policies issued from 1985 through 1988 are
maintained at the greater of the Commissioner's Reserve Valuation Method (CRVM)
using the 1958 CSO mortality table, with 4 1/2% interest or the cash surrender
value. Reserves for universal life policies issued after 1988 and for flexible
variable policies are maintained using the greater of the cash surrender value
or the CRVM method with the 1980 CSO mortality table and 5 1/2% interest for
policies issued from 1988 through 1992; 5% interest for policies issued in 1993
and 1994; and 4 1/2% interest for policies issued in 1995 and 1996.
Federal Income Taxes: Federal income taxes are reported in the financial
statements based on amounts determined to be payable as a result of operations
within the current accounting period. The operations of the Company are
consolidated with John Hancock in filing a consolidated federal income tax
return for the affiliated group. The federal income taxes of the Company are
allocated on a separate return basis with certain adjustments. The Company made
payments of $33.5 million in 1996 and $32.2 million in 1995 and received tax
benefits of $7.0 million in 1994.
Income before taxes differs from taxable income principally due to tax-exempt
investment income, the limitation placed on the tax deductibility of
policyholder dividends, accelerated depreciation, differences in policy reserves
for tax return and financial statement purposes, capitalization of policy
acquisition expenses for tax purposes and other adjustments prescribed by the
Internal Revenue Code.
No provision is generally recognized for timing differences that may exist
between financial reporting and taxable income or loss.
Adjustments to Policy Reserves: From time to time, the Company finds it
appropriate to modify certain required policy reserves because of changes in
actuarial assumptions or increased benefits. Reserve modifications resulting
from such determinations are recorded directly to the unassigned deficit. During
1994, the Company refined certain actuarial assumptions inherent in the
calculation of preconversion yearly renewable term and gross premium deficiency
reserves, resulting in a $2.7 million decrease in the unassigned deficit at
December 31, 1994. During 1996 and 1995, there were no refinements in actuarial
assumptions inherent in the calculation of policy reserves.
Reinsurance: Premiums, commissions, expense reimbursements, benefits and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums ceded to other companies have been reported
as a reduction of premium income. Amounts applicable to reinsurance ceded for
future policy benefits, unearned premium reserves and claim liabilities have
been reported as reductions of these items.
Reclassifications: Certain 1995 and 1994 amounts have been reclassified to
permit comparison with the corresponding 1996 amounts.
F-8
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2--CAPITALIZATION
In prior years, the Company received capital contributions from John Hancock,
with a portion of the contributed capital being credited to common stock,
although no additional shares were issued. This practice, which is acceptable to
statutory authorities, has the effect of stating the carrying value of issued
shares of common stock at amounts other than $50 per share par value with the
offset reflected in paid-in capital.
At December 31, 1994, the Company had 50,000 shares authorized with 20,000
shares issued and outstanding. On February 16, 1995, the Company issued the
remaining 30,000 shares to John Hancock and transferred $22.5 million from
common stock to paid-in capital. The par value per share is $50.
NOTE 3--ACQUISITION
On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company, for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during each of 1996, 1995, and 1994.
Unamortized goodwill of $15.2 and $17.1 million at December 31, 1996 and
December 31, 1995, respectively is being amortized over ten years on a straight-
line basis.
On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA manages the business assumed from Charter and does not
currently issue new business.
NOTE 4--NET INVESTMENT INCOME
Investment income has been reduced by the following amounts:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Investment expenses........................................................ $ 7.0 $ 5.1 $ 3.4
Interest expense........................................................... 0.0 0.0 0.2
Depreciation expense....................................................... 0.9 1.0 0.6
Investment taxes........................................................... 0.5 0.5 0.2
------ ------ ------
$ 8.4 $ 6.6 $ 4.4
====== ====== ======
</TABLE>
NOTE 5--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS
Net realized capital gains (losses) consist of the following items:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(in Millions)
<S> <C> <C> <C>
Net gains (losses) from asset sales.......................................... $(0.2) $ 4.0 $(1.6)
Capital gains (tax) credit................................................... (1.0) (2.5) 2.5
Net amounts transferred to IMR............................................... (0.3) (1.0) (0.5)
------ ------ ------
$(1.5) $ 0.5 $ 0.4
====== ====== ======
</TABLE>
Net unrealized capital gains (losses) and other adjustments consist of the
following items:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(in Millions)
<S> <C> <C> <C>
Net gains (losses) from changes in security values and book value
adjustments................................................................. $ 3.7 $(0.2) $ 0.7
Increase in asset valuation reserve.......................................... (1.2) (2.8) (2.2)
------ ------ ------
Net Unrealized Capital Gains (Losses) and Other Adjustments............... $ 2.5 $(3.0) $(1.5)
====== ====== ======
</TABLE>
F-9
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6--TRANSACTIONS WITH PARENT
The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1996, 1995, and 1994 to reflect continuing
changes in the Company's operations. The amount of the service fee charged to
the Company was $111.7 million, $97.9 million and $117.0 million in 1996, 1995,
and 1994 respectively, which has been included in insurance and investment
expenses. The Parent has guaranteed that, if necessary, it will make additional
capital contributions to prevent the Company's stockholder's equity from
declining below $1.0 million.
The service fee charged to the Company by the Parent includes $1.6 million, $1.8
million and $6.0 million for the years ended December 31, 1996, 1995, and 1994
respectively, representing the portion of the provision for retiree benefit
plans determined under the accrual method, including a provision for the 1993
transition liability which is being amortized over twenty years, that was
allocated to the Company.
Effective January 1, 1994, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of 1996, 1995 and 1994 issues of
flexible premium variable life insurance and scheduled premium variable life
insurance policies. In connection with this agreement, John Hancock transferred
$24.5 million of cash for tax, commission, and expense allowances to the
Company, which increased the Company's net gain from operations by $15.7 million
for the year ended December 31, 1996. The corresponding amounts for the year
ended December 31, 1995 were $32.7 million and $20.3 million, respectively. The
corresponding amounts for the year ended December 31, 1994 were $29.5 million
and $26.9 million, respectively.
Effective January 1, 1996, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of 1995 and 1996 issues of retail
annuity contracts (Independence Preferred and Declaration). In connection with
this agreement, John Hancock transferred $23.2 million of cash for surrender
benefits, tax, reserve increase, commission, expense allowances and premium to
the Company, which increased the Company's net gain from operations by $15.1
million in 1996.
NOTE 7--INVESTMENTS
The statement value and fair value of bonds are shown below:
<TABLE>
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
Gross Gross
Statement Unrealized Unrealized Fair
Value Gains Losses Value
----------- ---------- ---------- ---------
(in Millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S. government $ 44.4 $ 0.2 $0.2 $ 44.4
corporations and agencies
Obligations of states and political subdivisions 12.6 0.4 0.0 13.0
Debt securities issued by foreign governments 0.8 0.1 0.0 0.9
Corporate securities 623.2 29.8 3.4 649.6
Mortgage-backed securities 72.5 10.2 0.1 82.6
----------- ---------- ---------- ---------
Totals $753.5 $40.7 $3.7 $790.5
=========== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------
Gross Gross
Statement Unrealized Unrealized Fair
Value Gains Losses Value
----------- ---------- ---------- ---------
(in Millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S. government $ 89.0 $ 0.5 $0.0 $ 89.5
corporations and agencies
Obligations of states and political subdivisions 11.4 1.1 0.0 12.5
Debt securities issued by foreign governments 1.3 0.2 0.0 1.5
Corporate securities 445.6 44.1 1.6 488.1
Mortgage-backed securities 5.5 0.3 0.1 5.7
----------- ---------- ---------- ---------
Totals $552.8 $46.2 $1.7 $597.3
=========== ========== ========== =========
</TABLE>
F-10
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7--INVESTMENTS--(CONTINUED)
The statement value and fair value of bonds by contractual maturity, are shown
below. Maturities will differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.
<TABLE>
<CAPTION>
December 31, 1996
Statement Fair
Value Value
------------- --------------
(in Millions)
<S> <C> <C>
Due in one year or less........................ $ 51.6 $ 52.9
Due after one year through five years.......... 260.8 267.7
Due after five years through ten years......... 244.3 253.7
Due after ten years............................ 124.3 133.6
------------- --------------
681.0 707.9
Mortgage-backed securities..................... 72.5 82.6
------------- --------------
$753.5 $790.5
============= ==============
</TABLE>
Proceeds from sales of bonds during 1996, 1995 and 1994 were $228.3 million,
$18.9 million and $23.1 million, respectively. Gross gains of $1.3 million in
1996, $0.2 million in 1995, and $0.0 million in 1994 and gross losses of $2.1
million in 1996, $0.1 million in 1995, and $0.1 million in 1994 were realized on
these transactions.
The cost of common stocks was $0.0 million, and $0.1 million December 31, 1996
and December 31, 1995, respectively. Gross unrealized appreciation on common
stocks totaled $1.4 million and gross unrealized depreciation totaled $0.0
million at December 31, 1996. The fair value of preferred stock totaled $9.6
million at December 31, 1996, and $5.2 million at December 31, 1995.
Mortgage loans with outstanding principal balances of $0.0 million and bonds
with amortized cost of $11.3 million were nonincome producing for the year ended
December 31, 1996. The corresponding amounts for the twelve months ended
December 31, 1995 were $1.1 million and $4.0 million, respectively.
The mortgage loan portfolio was diversified by geographic region and specific
collateral property type as displayed below. The Company controls credit risk
through credit approvals, limits and monitoring procedures.
<TABLE>
<CAPTION>
December 31, 1996
Statement Geographic Statement
Property Type Value Concentration Value
------------- --------- ----------------- ----------
(in Millions) (in Millions)
<S> <C> <C> <C>
Apartments................ $ 96.0 East North Central $ 31.1
Industrial................ 35.0 East South Central 11.5
Office buildings.......... 11.3 Middle Atlantic 7.6
Retail.................... 29.0 Mountain 27.6
Agricultural.............. 28.9 New England 49.9
Other..................... 11.9 Pacific 58.8
South Atlantic 25.6
---------- ----------
$212.1 $212.1
========== ==========
</TABLE>
At December 31, 1996, the fair values of the commercial and agricultural
mortgage loans portfolios were $189.0 million and $30.4 million, respectively.
The corresponding amounts as of December 31, 1995 were approximately $132.1
million and $22.2 million, respectively. The corresponding amounts as of
December 31, 1994 were approximately $118.8 million and $27.3 million,
respectively.
The maximum and minimum lending rates for mortgage loans during 1996 were 8.69%
and 7.04% for agricultural loans and 8.5% and 7.2% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured or guaranteed or purchase money
mortgages, is 75%. For city mortgages, fire insurance is carried on all
commercial and residential properties at least equal to the excess of the loan
over the maximum loan which would be permitted by law on the land without the
building, except as permitted by regulations of the Federal Housing Commission
on loans fully insured under the provision of the National Housing Act. For
F-11
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7--INVESTMENTS--(CONTINUED)
agricultural mortgage loans, fire insurance is not normally required on land
based loans except in those instances where a building is critical to the
farming operation. Fire insurance is required on all agri-business facilities in
an aggregate amount equal to the loan balance.
NOTE 8--REINSURANCE
The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers during the year ended December 31, 1996 were $384.3 million, $9.9
million, and $12.1 million, respectively. The corresponding amounts in 1995 were
$72.4 million, $8.7 million, and $12.1 million, respectively. The corresponding
amounts in 1994 were $67.5 million, $12.3 million, and $16.3 million,
respectively.
To the extent that an assuming reinsurance company is unable to meet its
obligations under a reinsurance agreement, the Company remains liable as the
direct insurer on all risks reinsured.
NOTE 9--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Company enters into interest rate swap contracts for the purpose of
converting the interest rate characteristics (fixed or variable) of certain
investments to match those of related insurance liabilities. Maturities of
current agreements range through 2011. These swaps involve, to varying degrees,
interest rate risk in excess of amounts recognized in the statement of financial
position.
The Company enters into currency rate swap agreements to manage exposure to
foreign exchange rate fluctuations. Maturities of current agreements range
through 2006. Should the counterparty fail to meet the terms of the contract,
the Company's market risk is limited to the currency rate differential.
The Company enters into interest rate cap contracts to manage exposure on
underlying security values due to a rise in interest rates. Maturities of
current agreements range through 2006.
The Company also uses financial futures contracts to hedge public bonds intended
for future sale in order to lock in the market value at the date of contract.
The Company is subject to the risks associated with changes in the value of the
underlying securities; however, such changes in value generally are offset by
changes in the value of the hedged items. The contract or notional amounts of
the contracts represent the extent of the Company's involvement but not in the
future cash requirements, as the Company intends to close the open positions
prior to settlement.
The contract or notional amount of the foregoing financial instruments, which
indicates the Company's involvement and in certain instances, maximum credit
risk related to those instruments, is as follows:
<TABLE>
<CAPTION>
December 31
--------------------------
1996 1995
--------- --------
(in Millions)
<S> <C> <C>
Futures contracts to sell securities $ 73.0 $ 0.0
========= ========
Notional amount of interest rate swaps, currency rate swaps,
and interest rate caps to:
Receive variable rates $215.9 $ 0.0
========= ========
Receive fixed rates $ 26.6 $ 5.0
========= ========
</TABLE>
The Company continually monitors its positions and the credit ratings of the
counterparties to these financial instruments. The Company believes the risk of
incurring losses due to the nonperformance by its counterparties is remote and
that any such losses would be immaterial.
Based on the market rates in effect at December 31, 1996, the Company's interest
rate swaps, currency rate swaps and interest rate caps represented (assets)
liabilities to the Company with fair values of $2.3 million, $(8.2) million and
$(2.0) million, respectively. The corresponding amounts as of December 31, 1995
were $0.0 million.
F-12
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)
NOTE 10--POLICYHOLDERS' RESERVES AND BENEFICIARIES' FUND
The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal and subject to discretionary withdrawal (without
adjustment), are summarized as follows:
<TABLE>
<CAPTION>
December 31 Percent
1996 (in Millions)
<S> <C> <C>
Subject to discretionary withdrawal at book value
less surrender charge........................................................ $441.9 89.3%
Subject to discretionary withdrawal at book value
(without adjustment)......................................................... 53.0 10.7
------------ ------------
Total annuity reserves and deposit liabilities................................ $494.9 100.0%
============ ============
</TABLE>
NOTE 11--COMMITMENTS AND CONTINGENCIES
The Company has extended commitments to purchase long-term bonds and real estate
and issue real estate mortgages totalling $42.1 million, $0.1 million, and $33.5
million respectively, at December 31, 1996. The corresponding amounts at
December 31, 1995 were $16.6 million and $5.4 million, respectively. The Company
monitors the creditworthiness of borrowers under long-term bond commitments and
requires collateral as deemed necessary. If funded, loans related to real estate
mortgages would be fully collateralized by the related properties. The fair
values of the commitments described above were $76.2 million at December 31,
1996 and $23.8 million at December 31, 1995. The majority of these commitments
expire in 1997.
In the normal course of its business operations, the Company is involved in
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1996. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position of the Company.
NOTE 12--FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and fair values of the
Company's financial instruments:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------
1996 1995
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- --------- --------- --------
(In Millions)
<S> <C> <C> <C> <C>
Assets
Bonds--Note 7 $753.5 $790.5 $552.8 $597.3
Preferred stocks--Note 7 9.6 9.6 5.0 5.2
Common stocks--Note 7 1.4 1.4 1.7 1.7
Mortgage loans on real estate--Note 7 212.1 219.4 146.7 154.3
Policy loans--Note 2 80.8 80.8 61.8 61.8
Cash and cash equivalents--Note 2 31.9 31.9 76.6 76.6
Derivatives liabilities relating to:--Note 9
Interest rate swaps -- 2.3 -- 0.0
Currency rate swaps -- (8.2) -- 0.0
Interest rate caps -- (2.0) -- 0.0
Liabilities
Commitments--Note 11 -- 76.2 -- 23.8
</TABLE>
The carrying amounts in the table are included in the statutory-basis statements
of financial position. The method and assumptions utilized by the Company in
estimating its fair value disclosures are described in Note 1.
F-13
<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS
The formula which will be used to determine the Market Value Adjustment is:
( 1 + g )n/12
( ---------- )
( 1 + c + .005 ) -1
Sample Calculation 1: Positive Adjustment
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of
Guarantee Period
Guaranteed Rate (g) 8%
Guaranteed Rate for new 5 year guarantee (c) 7%
[( 1 + .08 )60/12]
[(----------------) ] = $234.73
$10,000 x [( 1 + .07 + .005 ) -1]
Remaining Guarantee Period (n) 60 months
Market Value Adjustment:
Amount transferred or withdrawn (adjusted for Market Value Adjustment):
$10,234.73
Sample Calculation 2: Negative Adjustment
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of
Guarantee Period
Guaranteed Rate (g) 8%
Guaranteed Rate for new 5 year guarantee (c) 9%
[( 1 + .08 )60/12]
[(--------------) ] = $-666.42
$10,000 x [(1 + .09 + .005) -1 ]
Remaining Guarantee Period (n) 60 months
Market Value Adjustment:
Market Value Adjustment Amount transferred or withdrawn (adjusted for Market
Value Adjustment): $9,333.58
[( 1 + .08 )60/12 ]
[(----------------) ] = $-114.94
$10,000 x [(1 + .0775 + .005) -1 ]
Sample Calculation 3: Negative Adjustment
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of
Guarantee Period
Guaranteed Rate (g) 8%
Guaranteed Rate for new 5 year guarantee (c) 7.75%
Remaining Guarantee Period (n) 60 months
Amount transferred or withdrawn (adjusted for Market Value Adjustment):
$9,885.06
- -------------------------------
Assumed for illustrative purposes only.
<PAGE>
APPENDIX B--VARIABLE ANNUITY INFORMATION
FOR INDIVIDUAL RETIREMENT ANNUITIES
To help you understand your purchase of this Contract as an Individual
Retirement Annuity (IRA), we are providing the following summary.
I. Accumulation Units and the MVA Fixed Account. Each net premium payment you
make into your Contract is allocated to the Subaccounts and/or Guarantee Periods
you select. Accumulation Units are acquired under the Contract with amounts you
allocate to the Subaccounts. This is the unit of measurement used to determine
the value of the variable portion of your Contract. The number of units acquired
in any Subaccount is based on the unit value of that Subaccount next determined
after receipt of the payment at the Servicing Center. The values of Accumulation
Units fluctuate with the daily investment performance of the corresponding
Subaccount. The growth in the value of your Contract, to the extent invested in
the Separate Account, is neither guaranteed nor projected and varies with the
investment performance of the Fund underlying the Subaccount you have selected.
Each net premium payment allocated to a Guarantee Period in the MVA Fixed
Account will be credited interest, as determined by the Company. A minimum
guaranteed interest rate of 3% applies to Contracts where required under state
law. Amounts withdrawn or surrendered from a Guarantee Period may be increased
or decreased by a Market Value Adjustment. More details appear under
"Accumulation Period" and "The MVA Fixed Account" in this prospectus.
II. Separate Account and Trust Charges. The assets of the Separate Account are
charged for services and certain expense guarantees. The annualized charge
equals a maximum of 1.25%. Trust fees varying by Fund are charged against the
Funds for investment management and advisory services, and other expenses.
Details appear under "Charges Under the Contracts" in this prospectus and in the
accompanying prospectus of the Trust.
III. Deductions from the Contract. The full amount of each premium payment, net
of any premium taxes deducted, is applied to the Contract. At or after the
payment dates, one or more of the following charges may be made, depending on
circumstances.
1. CDSL. In each Contract Year you may withdraw as much as 10% of the
Accumulated Value of your Contract as of the beginning of the Contract Year
without charge. Withdrawals in excess of this amount will be subject to the
following charges:
<TABLE>
<CAPTION>
Years from Date of
Premium Payment to CDSL
Date of Surrender or Withdrawal Charge
--------------------------------- -------
<S> <C>
7 or more 0%
6 but less than 7 2%
5 but less than 6 3%
4 but less than 5 4%
3 but less than 4 5%
2 but less than 3 5%
less than 2 6%
</TABLE>
For the purpose of calculating the CDSL, deposits are considered to be withdrawn
on a "first-in first-out" basis. Earnings are considered to be withdrawn last,
and are withdrawn without charge. Under certain circumstances the CDSL is not
assessed. This is described in more detail under "Contingent Deferred Sales
Load" under "Charges Under the Contracts" in this prospectus.
2. CONTRACT FEE. The Company currently deducts $30 from the Accumulated
Value as a Contract Fee if the Accumulated Value is less than $10,000. This
occurs annually or at the time of surrender. Please refer to "Charges for
Administrative Services" under "Charges Under the Contracts" in this prospectus.
3. STATE PREMIUM TAX. Some states and local governments impose a premium
or similar tax on annuities. The Company only deducts this tax when required to
do so. Please refer to "Premium or Similar Taxes" under "Changes Under
Contracts" in this prospectus.
4. OPTIONAL BENEFIT RIDERS. Three optional benefit riders are available
under the Contracts, including the One Year Stepped-Up Death Benefit, Accidental
Death Benefit and Nursing Home Waiver of CDSL riders. The charges for these
riders are 0.15%, 0.10% and 0.05% (annual percentage rates), respectively, of
Accumulated Value. Please refer to "Nursing Home Waiver of CDSL" and "Optional
Death Benefit Charges" under "Charges Under the Contracts."
32
<PAGE>
JOHN HANCOCK DECLARATION TRUST
Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Sub-Investment Advisers
John Hancock Advisers International Limited (International Fund)
34 Dover Street
London, England WIX3RA
Independence Investment Associates, Inc. (Independence Equity Fund)
53 State Street
Boston, Massachusetts 02109
Sovereign Asset Management Corp. (Sovereign Investors Fund)
1235 Westlakes Drive
Berwyn, Pennsylvania 19312
Principal Distributor
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Custodians
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02205
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Shareholder Servicing Agent
John Hancock Servicing Center
P.O. Box 9298
Boston, Massachusetts 02205-9298
Independent Auditors
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUNDS
For Service Information
Telephone 1-800-824-0335
VAOOP 1/98
