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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1996
REGISTRATION NOS. 333-06071
811-4235
FISCAL YEAR END DECEMBER 31
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
POST - EFFECTIVE AMENDMENT NO. 2
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FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORMS N-8B-2
MONY AMERICA VARIABLE ACCOUNT L
(EXACT NAME OF TRUST)
MONY LIFE INSURANCE COMPANY OF AMERICA
(NAME OF DEPOSITOR)
1740 BROADWAY
NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
EDWARD P. BANK
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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It is proposed that this filing will become effective on December 23, 1996
pursuant to Rule 485(a).
The Registrant has registered an indefinite amount of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 Notice
was filed on February 29, 1996.
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PART I
(INFORMATION REQUIRED IN A PROSPECTUS)
The form of Prospectus is incorporated by reference to Post-Effective
Amendment No. 1 to Registration Statement No. 333-06071 and 811-04235.
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PART II
(INFORMATION NOT REQUIRED IN PROSPECTUS)
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PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and Reports as may be prescribed by any rule or regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that Section.
RULE 484 UNDERTAKING
The By-Laws of MONY Life Insurance Company of America ("MONY America")
provide, in Article VI as follows:
SECTION 1. The Corporation shall indemnify any existing or former
director, officer, employee or agent of the Corporation against all
expenses incurred by them and each of them which may arise or be incurred,
rendered or levied in any legal action brought or threatened against any of
them for or on account of any action or omission alleged to have been
committed while acting within the scope of employment as director, officer,
employee or agent of the Corporation, whether or not any action is or has
been filed against them and whether or not any settlement or compromise is
approved by a court, all subject and pursuant to the provisions of the
Articles of Incorporation of this Corporation.
SECTION 2. The indemnification provided in this By-Law shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Insofar as indemnification for liability 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 for such
liabilities (other than the payment by the Registrant of expense 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 of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REPRESENTATIONS RELATING TO RULE 6E-3(T)
To the extent that Rule 6e-3(T) may be deemed not to have implicitly been
amended as a result of the amendment of Sections 26 and 27 of the Investment
Company Act of 1940 by Section 205 of the National Securities Markets
Improvement Act of 1996, the Registrant represents:
1. This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940.
2. The Registrant elects to be governed by Rule 6e-3(T)(b)(13)(iii)(F)
under the Investment Company Act of 1940.
3. Section 6e-3(T)(b)(13)(iii)(F) is being relied upon.
4. The level of the mortality and expense risk charge is within the range
of industry practice for comparable flexible contracts.
5. The proceeds from explicit sales loads will cover the expected costs of
distributing the Policies.
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The methodology used to support the representation made in paragraph 4
above is based on an analysis of flexible premium variable life policies
submitted to the Commission and currently available for sale which contain
similar guarantees and are sold in similar markets. Registrant undertakes to
keep and make available to the Commission on request the documents used to
support the representation in paragraph 4 above.
REPRESENTATIONS RELATING TO SECTION 26
OF THE INVESTMENT COMPANY ACT OF 1940
Registrant and MONY Life Insurance Company of America represent that the
fees and charges deducted under the contract, in the aggregate, are reasonable
in relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by MONY Life Insurance Company of America.
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CONTENTS OF REGISTRATION STATEMENT
This Registration Statement incorporated by reference Part I of
Post-Effective Amendment No. 1 to Registration Statement No. 333-06071 and
811-04235 (The "Post-Effective Amendment") and all Exhibits to the
Post-Effective Amendment.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MONY LIFE INSURANCE COMPANY OF AMERICA, HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK AND THE STATE OF
NEW YORK, ON THIS 16TH DAY OF DECEMBER, 1996.
MONY America Variable Account L of
MONY LIFE INSURANCE COMPANY OF AMERICA
By: /s/ MICHAEL I. ROTH
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MICHAEL I. ROTH, DIRECTOR, CHAIRMAN OF
THE BOARD AND CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN DULY
SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE
INDICATED.
<TABLE>
<CAPTION>
SIGNATURE DATE
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<S> <C> <C>
/s/ MICHAEL I. ROTH Director, Chairman of the Board
- ---------------------------------------- and Chief Executive Officer
MICHAEL I. ROTH
/s/ SAMUEL J. FOTI Director, President and
- ---------------------------------------- Chief Operating Officer
SAMUEL J. FOTI
/s/ RICHARD DADDARIO Director, Vice President
- ---------------------------------------- and Controller
RICHARD DADDARIO (Principal Financial and
Accounting Officer)
/s/ KENNETH M. LEVINE Director and December 16, 1996
- ---------------------------------------- Executive Vice President
KENNETH M. LEVINE
/s/ RICHARD E. CONNORS Director
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RICHARD E. CONNORS
/s/ STEPHEN J. HALL Director
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STEPHEN J. HALL
</TABLE>
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