<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000.
File No. 33-64945
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
------------
Massachusetts 6311 04-2664016
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification No.)
Organization) Code Number)
200 Clarendon Street
Boston, Massachusetts 02117
(617) 572-4390
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
------------
Arnold R. Bergenan, Esquire
John Hancock Life Insurance Company
John Hancock Place
Boston, Massachusetts 02117
(Name, address including zip code, and telephone number))
------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: (X)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not Applicable
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section X of the Company's By-Laws and Section 67 of the
Massachusetts Business Corporation Law, the Company indemnifies each director,
former director, officer, and former officer, and his or her heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he or she may be involved by reason of any alleged act or
omission as an officer or a director of the Company. No indemnification shall be
paid if a director or officer is finally adjudicated not to have acted in good
faith in the reasonable belief that his or her action was in the best interest
of the Company. The Company may pay expenses incurred in defending an action or
claim in advance of its final disposition, but only upon receipt of an
undertaking by the person indemnified to repay such amounts if he or she should
be determined not to be entitled to indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Not Applicable
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1(a). Distribution Agreement by and between John Hancock Mutual Life
Insurance Company and John Hancock Variable Life Insurance Company,
dated August 26, 1993, incorporated by reference from Pre-Effective
Amendment No. 1 to initial Form S-6 Registration Statement for John
Hancock Variable Life Account S (File No. 33-64366) filed October 29,
1993.
1(b). Amendment dated August 1, 1994, to Distribution Agreement by and
between John Hancock Mutual Life Insurance Company and John Hancock
Variable Life Insurance Company, dated August 26, 1993, incorporated by
reference from Form N-4 Registration Statement for John Hancock
Variable Annuity Account I (File No. 33-82648), filed August 10, 1994.
1(c). Form of Variable Annuity Marketing and Distribution Agreement Between
John Hancock Mutual Life Insurance Company, and John Hancock Funds,
Inc., filed electronically on July 16, 1996.
1(d). Form of Soliciting Dealer Agreement between John Hancock Funds, Inc.,
and soliciting broker-dealers or financial institutions participating
in distribution of Contracts. Filed to this File on April 23, 1997.
<PAGE>
3(a). Articles of Organization of John Hancock Variable Life Insurance
Company, incorporated by reference from Form S-1 Registration Statement
of John Hancock Variable Life Insurance Company (File No. 33-62895)
filed electronically on September 22, 1995.
3(b). By-Laws of John Hancock Variable Life Insurance Company, incorporated
by reference from Form S-1 Registration Statement of John Hancock
Variable Life Insurance Company (File No. 33-62895) filed
electronically on September 22, 1995.
4(a). Form of group deferred combination fixed and variable annuity contract,
filed electronically on July 16, 1996.
4(b). Form of group deferred combination fixed and variable annuity
certificate, filed electronically on July 16, 1996.
4(d). Form of nursing home waiver of CDSL rider, filed electronically on
December 2, 1995.
4(e). Form of one year stepped-up death benefit rider, filed electronically
on December 2, 1995.
4(f). Form of accidental death benefit rider, filed electronically on
December 2, 1995.
4(g). Form of contract application, filed electronically on December 2, 1995.
5. Opinion and consent of counsel, filed electronically on July 16, 1996.
10. Form of Responsibility and Cost Allocation Agreement Between John
Hancock Mutual Life Insurance Company and John Hancock Funds, Inc.,
filed electronically on July 16, 1996.
23(a). Consent of independent auditors.
23(b). Consent of counsel. (See Exhibit 5.)
24. Powers of Attorney, for all directors, except, Ronald J. Bocage,
Incorporated by reference from Form S-1 Registration Statement for John
Hancock Variable Life Insurance Company, filed September 25, 1995 (file
no. 33-62895). Power of Attorney for Ronald J. Bocage, incorporated by
reference from Form 10-K annual report for John Hancock Variable Life
Insurance Company (File No. 33-62895) filed March 31, 1997. Powers of
Attorney for Bruce M. Jones and Paul Strong; incorporated by reference
from Post-Effective Amendment No. 2 to File No. 333-81127, Filed
contemporaneously herewith.
27. Financial Data Schedule with respect to Financial Statements of John
Hancock Variable Life Insurance Company.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
i. To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
ii. To reflect in the Prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion or it counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against pubic policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) Registrant represents that the fees and charges deducted under the
Contracts, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Insurance Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Boston,
Commonwealth of Massachusetts, on the 1st day of May, 2000.
JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY (REGISTRANT)
By /s/MICHELE G. VAN LEER
---------------------------
Michele G. Van Leer
Vice Chairman of the Board
and President
As required by the Securities Act of 1933, this amendment to the
Registration Statement has been signed by the following persons in their
capacities with John Hancock Variable Life Insurance Company and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/PATRICK F. SMITH Controller (Principal May 1, 2000
- -------------------------------- Accounting Officer and
Patrick F. Smith Acting Principal Financial
Officer)
/s/ MICHELE G. VAN LEER Vice Chairman May 1, 2000
- ------------------------------- and President
Michele G. Van Leer (Acting Principal
for himself and as Executive Officer)
Attorney-in-Fact
FOR: David F. D'Alessandro Chairman of the Board
Robert S. Paster Director
Robert R. Reitano Director
Barbara L. Luddy Director
Ronald J. Bocage Director
Thomas J. Lee Director
Bruce M. Jones Director
Paul Strong Director
</TABLE>
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 10, 2000 with respect to the financial statements
of John Hancock Variable Life Insurance Company and our report dated February
11, 2000 with respect to the financial statements of John Hancock Variable
Annuity Account JF, both of which are included in the Post Effective Amendment
No. 4 to the Form S-1 Registration Statement (File No. 33-64945) and the related
prospectuses of John Hancock Variable Annuity Account JF.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
April 26, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS
OF FINANCIAL POSITION, AND STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<DEBT-HELD-FOR-SALE> 1,216,317,983
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 119,831,642
<MORTGAGE> 433,111,009
<REAL-ESTATE> 25,015,350
<TOTAL-INVEST> 1,794,275,984
<CASH> 250,097,769
<RECOVER-REINSURE> 2,720,021
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 10,612,954,546
<POLICY-LOSSES> 1,880,339,454
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 29,141,237
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,500,000
<OTHER-SE> 394,493,616
<TOTAL-LIABILITY-AND-EQUITY> 10,612,954,546
950,824,960
<INVESTMENT-INCOME> 136,016,402
<INVESTMENT-GAINS> (1,705,441)
<OTHER-INCOME> 605,378,130
<BENEFITS> 1,238,713,348
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 116,913,848
<INCOME-TAX> 42,864,653
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 74,049,195
<EPS-BASIC> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
