File No. 811-4335
As filed with the Securities and Exchange Commission on January 2, 1997.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM N-8B-2
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REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
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SEPARATE ACCOUNT FP OF THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
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(Name of Unit Investment Trust)
[ ] Not the issuer of periodic payment plan certificates.
[X] Issuer of periodic payment plan certificates.
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Registrant is filing this amendment ("Amendment") to its Form N-8B-2
registration statement for the purpose of reflecting the change in its
depositor resulting from the Merger, described below. Registrant is filing
this Amendment pursuant to its undertaking, set out in Pre-effective
Amendments No. 1 to its Form S-6 registration statements (File Nos. 333-17625,
333-17637, 333-17639, 333-17641, 333-17663, 333-17665, 333-17669, and
333-17671) (collectively, "Form S-6 Registration Statements"), and in
accordance with certain no-action relief granted by the Commission staff by
letter dated December 18, 1996.
Certain items of Form N-8B-2 are inapplicable to Registrant pursuant to
the administrative practice of the Commission and its staff of adapting the
disclosure requirements of the Commission's registration statement forms in
recognition of the difference between variable life insurance policies and
other periodic payment plan certificates issued by investment companies and
between separate accounts organized as management companies and unit
investment trusts. Such items are denoted by double asterisks in the
reconciliation and tie sheets contained in each Form S-6 Registration
Statement, which sheets are incorporated herein by reference.
I
ORGANIZATION AND GENERAL INFORMATION
1.(a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number. (According to security designation or otherwise, if the
trust does not have or does not transact business under any other
designation).
Separate Account FP of The Equitable Life Assurance Society of the
United States (the "Separate Account" or "Registrant"). The
Separate Account has no Internal Revenue Service Employer
Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Units of interests in the Separate Account under variable life
insurance policies (the "Policies"), including, without
limitation, the following Policies:
IL Protector(SM), a flexible premium variable life insurance
Policy
IL COLI II(SM), an individual flexible premium variable life
insurance Policy
IL COLI, a modified version of the Incentive Life Plus Policy,
described below*
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Incentive Life Plus(SM), a flexible premium variable life
insurance Policy**
Survivorship 2000, a flexible premium joint survivorship variable
life insurance Policy
Special Offer Policy, a modified version of the Incentive Life
Policy, described below*
Incentive Life 2000, a flexible premium variable life insurance
Policy
Champion 2000, a modified premium variable whole life insurance
Policy
SP-Flex, a variable life insurance Policy with additional premium
option
Incentive Life, a flexible premium variable life insurance Policy
The Special Offer, Incentive Life 2000, Champion 2000, SP-Flex,
and Incentive Life Policies (collectively, "Discontinued
Policies") are no longer being offered for sale, though premiums
with respect thereto may continue to be received.
Net premiums for each type of Policy may be allocated among
divisions of the Separate Account, as designated by the Policy
owner. The Separate Account in turn invests in shares of certain
corresponding portfolios of The Hudson River Trust ("Trust"),
which is described in response to Item 11, below.
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* The IL COLI and Special Offer Policies are described in
supplements to certain Policy Prospectuses and all references
to "Policy Prospectus" or "Policy Prospectuses," as defined
below, subsume such supplements as well. The Special Offer
Policies are modified versions of the Incentive Life Policies
referred to as "First Series Incentive Life Policies" as
distinguished from the "Second Series Incentive Life Policies."
** Includes Incentive Life Plus Policies issued with the
prospectus dated September 15, 1995, which are referred to as
"Incentive Life Plus Second Series," and Incentive Life Plus
Policies issued with a prior prospectus, which are referred to
as "Incentive Life Plus Original Series."
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each depositor of
the trust. [Instructions omitted.]
Prior to January 1, 1997, Equitable Variable Life Insurance
Company ("Equitable Variable") was the depositor of the Separate
Account. Effective January 1, 1997, Equitable Variable, a
wholly-owned subsidiary of The Equitable Life Assurance Society of
the United States ("Equitable"), merged with and into Equitable.
As a result of this merger ("Merger"), all of Equitable Variable's
assets, including the assets of Equitable Variable's Separate
Account FP, became the assets of Equitable, and Equitable assumed
all of Equitable Variable's obligations, including obligations
under the Policies. The principal business address and Internal
Revenue Service Employer Identification Number of Equitable, the
new depositor of the Separate Account, are as follows:
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Principal Business Address: 1290 Avenue of the Americas
New York, New York 10104
Internal Revenue Service
Employer Identification Number: 13-5570651
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities each
custodian or trustee is acting.
There is no custodian or trustee for the Separate Account.
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
EQ Financial Consultants, Inc. ("EQ Financial"), a wholly-owned
subsidiary of Equitable, has agreed to assume certain
responsibilities with respect to the distribution of the Policies,
pursuant to a Distribution and Servicing Agreement, described
further in Item 38(b), below, and may be considered a principal
underwriter. EQ Financial's principal business address is 1755
Broadway, New York, NY 10019. EQ Financial's Internal Revenue
Service Employer identification number is: 13-2693569.
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
New York.
6.(a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was organized
and issued or proposes to issue securities.
The Separate Account was established as a unit investment trust by
authorization of the Board of Directors of Equitable, pursuant to
resolutions adopted September 21, 1995. See also the discussion of
the Merger under Item 2, above, which discussion is incorporated
herein by reference. The Merger is also described in a common
supplement, dated January 1, 1997 ("1997 Supplement"), to the
prospectuses for the Policies covered by the initial filings of
Registrant's Form S-6 Registration Statements (collectively,
"Registration Statements") and that discussion is incorporated
herein by reference.
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(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of payments on
securities issued or to be issued by the trust are held by the custodian or
trustee.
Not applicable, for the reason set out under Item 3, which is
incorporated herein by reference.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the name has
never been changed, so state. [Chart omitted.]
Prior to the Merger, discussed in Item 2, above, the name of the
Separate Account was Separate Account FP of Equitable Variable
Life Insurance Company. Effective with the consummation of the
Merger, on January 1, 1997, the name of the Separate Account was
changed to Separate Account FP of The Equitable Life Assurance
Society of the United States.
8. State the date on which the fiscal year of the trust ends.
December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are the
subject, including the substance of the claims involved in such proceeding and
the title of the proceeding. Furnish a similar statement with respect to any
pending administrative proceeding commenced by a governmental authority or any
such proceeding or legal proceeding known to be contemplated by a governmental
authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
None material to Policy owners. But see generally Note 14
(Litigation) to the audited financial statements of Equitable for
the years ended December 31, 1995, 1994 and 1993, and Note 10
(Litigation) to the unaudited financial statements of Equitable
for the periods ended September 30, 1996 and 1995, filed with the
Registration Statements, which Notes are incorporated herein by
reference.
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II
GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES
OF THE TRUST AND THE RIGHTS OF HOLDERS
10. Furnish a brief statement with respect to the following matters
for each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered, insofar as the Policies are owned by the person named
in the Policy as the Policy owner, and records are kept by
Equitable concerning the Policy owner.
(b) Whether the securities are of the cumulative or distributive type.
Cumulative, insofar as earnings in the Separate Account are
reflected in Policy benefits and are not distributed.
(c) The rights of security holders with respect to withdrawal or
redemption.
See the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
From the prospectus for each Policy, as amended and/or
supplemented and as applicable (each, a "Policy Prospectus";
collectively, the "Policy Prospectuses"), other than the
prospectus for the SP-Flex Policy, as amended and/or supplemented
("SP-Flex Prospectus"), which is separately referenced:
Death Benefits
Changes In Insurance Protection
Maturity Benefit
Living Benefit Option
Your Policy Account Value
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Transfers of Policy Account Value
Automatic Transfer Service
Telephone Transfers
Borrowing From Your Policy Account
Partial Withdrawals and Surrender (or comparable headings)
Your Payment Options
Assigning Your Policy
When We Pay Policy Proceeds
From the SP-Flex Prospectus:
Insurance Benefit
Borrowing From Your Policy Account
Other Policy Transactions
Your Right to Examine The Policy
Your Right to Exchange The Policy
Additional Information About SP Flex
When We Pay Proceeds
Your Payment Options
From the common supplement, dated May 1, 1996, to certain of the
Policy Prospectuses for the Incentive Life Plus Policy, the
Champion 2000 Policy, the Incentive Life 2000 Policy, the
Survivorship 2000 Policy, the Incentive Life Policy, and the
SP-Flex Policy ("Common Supplement"):
Living Benefit Option Available
Telephone Transfers
Automatic Transfer Services
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
See the response to Item 10(c), above, which is incorporated
herein by reference.
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect to
lapses or defaults by security holders in making principal payments, and with
respect to reinstatement.
See the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
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From each Policy Prospectus (other than the SP-Flex Prospectus):
Additional Information About [the Policy]
Your Policy Can Terminate
You May Restore A Policy After It Terminates
From the SP-Flex Prospectus:
Your Policy Can Lapse
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other than
security holders given the right to exercise voting rights pertaining to the
trust's securities or the underlying securities and the relationship of such
persons to the trust.
See the disclosure set out under the caption "Your Voting
Privileges" in each Policy Prospectus, and under the caption
"Description of the Trust's Shares - Characteristics" in the
prospectus for the Trust ("Trust Prospectus") included in the
Trust's Form N-1A registration statement (File No. 2-94996), which
disclosure is incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
See the disclosure set out under the captions "Your Voting
Privileges" and "Our Right To Change How We Operate" in each
Policy Prospectus, which disclosure is incorporated herein by
reference. Except to the extent described in the Policy
Prospectuses, or as otherwise permitted by applicable law, no
changes in the terms and conditions of the Policies can be made
without notice to and/or consent of Policy owners.
(2) the terms and conditions of the securities issued by the
trust.
See the response to Item 10(g)(1), above, which is incorporated
herein by reference.
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
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(4) the identity of the depositor, trustee or custodian.
The Separate Account has no trustee or custodian. In accordance
with applicable law, Policy owners were notified of the Merger,
discussed in Item 2, above, and the resulting change in depositor
of the Separate Account.
(h) Whether the consent of security holders is required in order for action
to be taken concerning any change in:
(1) the composition of the assets of the trust.
See the response to Item 10(g)(1), above, which is incorporated
herein by reference.
(2) the terms and conditions of the securities issued by the
trust.
See the response to Item 10(g)(1), above, which is incorporated
herein by reference.
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
See the response to Item 10(g)(4), above, which is incorporated
herein by reference. The consent of Policy owners was not required
to effect the Merger, discussed in Item 2, above.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by subdivisions
(a) to (g) or by any other item in this form.
See the disclosure set out under the captions "The Separate
Account And The Trust," "Amounts In The Separate Account," and
"Tax Effects" in each Policy Prospectus (other than the SP-Flex
Prospectus), "The Separate Account And Its Divisions" and "Tax
Effects" in the SP-Flex Prospectus, and "Tax Changes" and
"Information About SP-Flex - Tax Effects" in the Common
Supplement, which disclosure is incorporated herein by reference.
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INFORMATION CONCERNING THE SECURITIES
UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. [Instructions
omitted.]
The Separate Account has thirteen divisions, each of which invests
solely in shares of corresponding series of the Trust. See the
disclosure set out under the captions "The Separate Account And
The Trust" and "Investment Policies Of The Trust's Portfolios" in
each Policy Prospectus (other than the SP-Flex Prospectus), "The
Separate Account And Its Divisions - We Own The Assets Of The
Separate Account" and "The Trust" in the SP-Flex Prospectus, and
"Hudson River Trust Investment Policies" in the Common Supplement,
which disclosure is incorporated herein by reference. The Policy
owner is not the owner of the securities held in the Separate
Account, although the value of those securities is used to
calculate Policy benefits. The shares of the Trust are owned by
Equitable and held in the Separate Account pursuant to New York
insurance law, which governs the operation of separate accounts of
New York insurance companies. The Trust is a registered, open-end
diversified management investment company organized as a "series"
company within the meaning of Section 18(f)(2) of the Investment
Company Act of 1940 (the "Act").
If the trust owns or will own any securities of its regular brokers or
dealers as defined in rule 10b-1 under the Act [17 CFR 270.10b-1] or their
parents, identify those brokers or dealers and state the value of the
registrant's aggregate holdings of the securities of each subject issuer as of
the close of the registrant's most recent fiscal year. [Instructions omitted.]
Not applicable. The Separate Account only owns shares of the Trust.
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company, furnish
the following information for each such company:
(a) Name of company.
The Hudson River Trust
(b) Name and principal business address of depositor.
Not applicable.
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(c) Name and principal business address of trustee or custodian.
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
(d) Name and principal business address of principal underwriter.
EQ Financial Consultants, Inc.
(formerly Equico Securities, Inc.)
1755 Broadway
New York, NY 10019
(e) The period during which the securities of such company have been the
underlying securities.
Commencing on or about January 26, 1986.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13.(a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying securities,
(3) distributions, (4) cumulated or reinvested distributions or income, and
(5) redeemed or liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
See the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
The Separate Account And The Trust
The Trust's Investment Adviser
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Living Benefit Option
Your Policy Account Value
Charge For Transfers
Borrowing From Your Policy Account
Policy Loan Interest
Partial Withdrawals and Surrender (or comparable headings)
Partial Withdrawals
Deductions and Charges
From the SP-Flex Prospectus:
Charges
Borrowing From Your Policy Account
Policy Loan Interest
Interest On Your Loaned Policy Amount
From the Common Supplement:
The Trust's Investment Adviser
Information About Incentive Life Plus
Deductions and Charges
Information About Incentive Life
Monthly Administrative Charge
Cost of Insurance Charge
From the Trust Prospectus:
Management of the Trust
The Investment Adviser
The Trust's Expenses
From the Trust's statement of additional information ("Trust SAI")
included in the Trust's Form N-1A registration statement (File No.
2-94996):
Investment Advisory and Other Services
Brokerage Allocation
Trust Expenses and Other Charges
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(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales load and
other deductions from principal payments. [Instructions and chart omitted.]
Not applicable. The Policies are life insurance policies and do
not operate as the usual periodic payment plan, though they do
provide for the imposition of sales loads and deductions for
premium taxes as described under the Policy Prospectus captions
cited in response to Item 13(a), which response is incorporated
herein by reference.
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each different
sales charge available as a percentage of the public offering price and as a
percentage of the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect scheduled
variations in, or elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
Not applicable, because the Policies are life insurance policies
and do not operate as the usual periodic payment plan certificate.
But see the response to Item 13(a), above, which is incorporated
herein by reference.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or group of
individuals, including officers, directors, or employees of the depositor,
trustee, custodian or principal underwriter.
See the disclosure set out under the captions "Special
Circumstances" in each Policy Prospectus (other than the SP-Flex
Prospectus), which disclosure is incorporated herein by reference.
See also the supplements, each dated January 1, 1997, to the
Incentive Life Plus Policy Prospectus, dated January 1, 1997,
describing the IL COLI Policy and an endorsement relating to the
refund or waiver of certain policy charges under certain
circumstances. As noted in response to Item 1(b), above, Special
Offer Policies are no longer being offered. Item 13(d) does not
apply to S-P Flex. But see generally the disclosure set out under
the caption "Special Issue Programs" in the SP-Flex Prospectus,
which disclosure is incorporated herein by reference.
(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in connection with
the trust or its securities.
None.
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(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits or
other benefits not included in answer to Item 13(a) or 13(b) through the sale
or purchase of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
Not applicable. But see generally the disclosure set out under the
caption "Distribution" in each Policy Prospectus (other than the
SP-Flex Prospectus) and in the Common Supplement, and under the
caption "Sales And Other Agreements" in the SP-Flex Prospectus,
which disclosure is incorporated herein by reference.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend and
interest income from the trust property during the period covered by the
financial statements filed herewith.
Not applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the substance
of the provisions of any indenture or agreement pertaining thereto.
See the disclosure set out under the captions "Additional
Information About [the Policy] - "Flexible Premiums" in each
Policy Prospectus (other than the SP-Flex Prospectus), "Sales and
Other Agreements -- Applications" in the SP-Flex Prospectus, and
"Policy Periods, Anniversaries, Dates And Ages" in each Policy
Prospectus, which disclosure is incorporated herein by reference.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds thereof,
and state the substance of the provisions of any indenture or agreement
pertaining thereto.
Premium payments for Policies must be made by check, money order,
direct payment banking arrangements, and other methods of payments
that Equitable may accept from time to time. As discussed in Item
1(b), above, the Discontinued Policies are no longer being
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offered; however, Equitable may continue to receive premiums with
respect thereto for investment in one or more Separate Account
divisions, net of applicable fees and charges. The initial premium
may be given with the application to the selling insurance agent,
who must promptly forward such payment to the appropriate premium
payment office; thereafter, all premiums must be submitted
directly to the billing office designated in each Policy.
See also the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
Flexible Premiums
Additional Information About [the Policy]
Policy Periods, Anniversaries, Dates and Ages
From SP-Flex Prospectus:
Premiums
Policy Periods, Anniversaries, Dates And Ages
Other Policy Account Transactions
Changing Your Premium Allocations
See also the response to Item 14, above, which is incorporated
herein by reference.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Amounts invested in the Separate Account are promptly invested in
shares of the Trust. See the disclosure under the following
captions in the Registration Statements, which disclosure is
incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
The Separate Account And The Trust
The Separate Account
The Guaranteed Interest Account
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Transfers Out Of The Guaranteed Interest Account
Your Policy Account Value
Amounts In The Separate Account
Transfers Of Policy Account Value
Borrowing From Your Policy Account
Repaying The Loan
From the SP-Flex Prospectus:
The Separate Account And Its Divisions
Your Policy Account Value
Other Policy Account Transactions
Transfers Among Investment Choices
From the Trust Prospectus:
Description of The Trust's Shares
Purchase and Redemption
17.(a) Describe the procedure with respect to withdrawal or redemption by
security holders.
The rights of withdrawal or redemption are described in response
to Item 10(c), above, which is incorporated herein by reference.
When Policy owners wish to initiate a Policy transaction that will
result in such a withdrawal or redemption, they generally will
notify their life insurance agent or Equitable's administrative
office. They are then advised of the correct procedure pertaining
to the relevant Policy transaction, and they are sent copies of
any needed form.
A Policy loan requires that the Policy owner request the loan in
writing. A cash surrender of the Policy requires a writing and the
return of the Policy. An exchange of the Policy requires the
completion of an Equitable form and the return of the Policy. A
death claim requires proof of death and the completion of forms
contained in a kit which is sent by Equitable upon notification of
the death of the insured. From time to time, Equitable may change
the procedures applicable to these transactions.
Also see the responses to Items 10(d) and (e), above, which are
incorporated herein by reference.
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(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
See the responses to Items 10 (c), (d), (e), and (i), above, which
are incorporated herein by reference.
(c) Indicate whether repurchased or redeemed securities will be canceled or
may be resold.
Not applicable. Separate Account assets are used to support
benefits and amounts payable under the Policies.
18.(a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust and state
the substance of the provisions of any indenture or agreement pertaining
thereto.
Not applicable. Separate Account assets are used to support
benefits and amounts payable under the Policies. See generally the
disclosure set out under the captions "Your Policy Account Value -
Amounts In The Separate Account" and " - How We Determine The
Unit Value" in each Policy Prospectus, which disclosure is
incorporated herein by reference.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the provisions of
any indenture or agreement pertaining thereto.
Not applicable. See the response to Item 18(a), above, which is
incorporated herein by reference.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose and
ultimate disposition thereof, and describe the manner of handling of same.
See the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
The Separate Account And The Trust
The Separate Account
Your Policy Account Value
Amounts In The Separate Account
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How We Determine The Unit Value
Tax Effects
Our Taxes
From the SP-Flex Prospectus:
The Separate Account And Its Divisions
We Own The Assets Of The Separate Account
Charges
Tax Effects
Our Income Taxes
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by the
financial statements filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions from sources other
than current income have been made identify each such other source and
indicate whether such distribution represents the return of principal payments
to security holders. If payments other than cash were made describe the nature
thereof, the account charged and the basis of determining the amount of such
charge.
Not applicable. See the response to Item 18(a), above, which is
incorporated herein by reference.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of information
to security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
See the following disclosure contained in the Registration
Statements, which disclosure is incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
Our Reports To Policyowners
Distribution
Your Voting Privileges
From the SP-Flex Prospectus:
Additional Information About the SP-Flex
Our Reports to Policyowners
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Sales And Other Agreements
Your Voting Privileges
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
See the response to Item 20(d), below, which is incorporated
herein by reference.
(b) The extension or termination of such indenture or agreement.
See the response to Item 20(d), below, which is incorporated
herein by reference.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and functions.
Not applicable. See the response to Item 3, above, and Item 20(d),
below, which are incorporated herein by reference.
(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed.
Not applicable. See generally the following disclosure contained
in the Registration Statements, which disclosure is incorporated
herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
The Company That Issues [the Policy]
The Separate Account And The Trust
From the SP-Flex Prospectus:
Equitable Variable
Equitable
Regulation
The Separate Account And Its Divisions
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From the Common Supplement:
Equitable Variable
Equitable
See also the response to Item 2, above, and the disclosure of the
Merger set out in the 1997 Supplement, which are incorporated
herein by reference.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Not applicable. See the response to Item 20(d), above, which is
incorporated herein by reference.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable. See the response to Item 20(d), above, which is
incorporated herein by reference.
21.(a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
See the disclosure set out under the caption "Borrowing From Your
Policy Account" in each Policy Prospectus, which disclosure is
incorporated herein by reference.
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the foregoing.
The following items should be covered:
(1) The name of each person who makes such agreements or arrangements
with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
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Not applicable, except as to the depositor. See the responses to Items
3 and 21(a), above, and Item 21(c) below, which are incorporated herein
by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor, principal
underwriter, trustee or custodian or affiliated person of the foregoing and
the aggregate amount of loans in default at the end of the last fiscal year
covered by financial statements filed herewith.
Not applicable. Loans are available to Policy owners only in
accordance with the loan provisions of the Policies. See the
response to Item 21(a), above, which is incorporated herein by
reference.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
See the response to Item 3, above, and the disclosure set out
under the caption "Limits On Our Right to Challenge The Policy" in
each Policy Prospectus, which are incorporated herein by
reference.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
Not applicable with respect to the operations of the Separate
Account.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian not
stated in Item 10 or Items 14 to 23 inclusive.
See generally the disclosure set out under the captions "Detailed
Information About [the Policy]" and "Additional Information" in
each Policy Prospectus (other than SP-Flex), and "Detailed
Information About SP-Flex," which disclosure is incorporated
herein by reference.
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III
ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
Equitable was organized in 1859 under the laws of New York as a
mutual life insurance company. Equitable converted to a stock life
insurance company on July 22, 1992.
26.(a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any functions or
duties concerning securities of the trust during the period covered by the
financial statements filed herewith: [Chart omitted]
Not applicable. Equitable became the depositor of the Separate
Account upon the consummation of the merger of Equitable Variable
with and into Equitable, effective January 1, 1997.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying investment
company or any affiliated person or investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable. See also the response to Item 26(a), which is
incorporated herein by reference. But see the disclosure set out
under the caption "Investment Advisory And Other
Services-- Specific Services Performed" in the Trust SAI.
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<PAGE>
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any capacity
with respect to any investment company or companies other than the trust,
state the name or names of such company or companies, their relationship, if
any, to the trust, and the nature of the depositor's activities therewith. If
the depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
See the disclosure set out under the captions "Equitable" in each
Policy Prospectus and the Common Supplement, "Distribution" in
each Policy Prospectus (other than the SP-Flex Prospectus), and
"Sales And Other Agreements" in the SP-Flex Prospectus, which
disclosure is incorporated herein by reference. In addition to the
Separate Account, Equitable serves as the depositor to the
following of its separate accounts, which are registered as
investment companies under the Act: Separate Account A, Separate
Account 301, Separate Account 45, Separate Account 49, and
Separate Account I.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28.(a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer, director,
or partner of the depositor, and with respect to each natural person directly
or indirectly owning, controlling or holding with power to vote 5% or more of
the outstanding voting securities of the depositor. [Chart omitted]
As of December 31, 1996, all of the voting securities of the
depositor, Equitable, were owned by The Equitable Companies,
Incorporated (a holding company). See also the disclosure set out
under the caption "Equitable" in the Common Supplement, which
disclosure is incorporated herein by reference.
With respect to the provision of Item 18(a) calling for certain
information regarding the securities of the Separate Account owned
by Equitable, see the response to Item 26(a), above, which is
incorporated herein by reference. But see Note 4 (Amounts Retained
by Equitable Variable Life in Separate Account FP) to the
unaudited financial statements of the Separate Account for the
periods ended September 30, 1996 and 1995, and the related
financial statement disclosure, filed with the Registration
Statements, which disclosure is incorporated herein by reference.
The provision of Item 28(a) calling for certain information with
respect to the ownership of securities of the Separate Account by
directors and officers of Equitable is not applicable. Units of
interest in the Separate Account are issued only in connection
with the Policies and are not available for purchase directly by
directors or officers of Equitable or its affiliates. However,
from time to time, directors and officers of Equitable and its
affiliates may purchase one or more Policies, account values under
which are measured by units of interest.
With respect to the provision of Item 28(a) calling for certain
information about the directors and officers of the depositor, see
Appendix A to the 1997 Supplement, which is incorporated herein by
reference.
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<PAGE>
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
DIRECTORS AND OFFICERS
A brief statement of the business experience during the last five
years of each director of Equitable and, to the extent they are
responsible for variable life insurance operations, each officer
of Equitable is set out in Appendix A to the 1997 Supplement,
which is incorporated herein by reference.
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or holds
with power to vote 5% or more of the outstanding voting securities of the
depositor.
See the response to Item 28(a), above, which is incorporated
herein by reference.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor. [Chart omitted.]
Not applicable.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith: [Chart and footnote omitted]
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration:
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
24
<PAGE>
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Items 31 (a), (b), and (c) are not applicable. See the response to
Item 26(a), above, which is incorporated herein by reference. In
addition, no officer affiliated with the depositor receives
separate remuneration for services rendered with respect to the
Separate Account.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith: [Chart and footnote omitted.]
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Items 32(a) and (b) are not applicable. See the response to Item
26(a), above, which is incorporated herein by reference. In
addition, no director affiliated with the depositor receives
separate remuneration for services rendered with respect to the
Separate Account.
COMPENSATION TO EMPLOYEES
33.(a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor (exclusive of
persons whose remuneration is reported in Items 31 and 32) who received
remuneration in excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries. [Chart and footnote omitted.]
Not applicable. See the response to Item 26(a), above, which is
incorporated herein by reference. In addition, no employee
affiliated with the depositor receives separate remuneration for
services rendered with respect to the Separate Account.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons (exclusive of
those persons covered by Item 33(a): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other persons making
25
<PAGE>
solicitations but not in supervisory capacity; (3) Administrative and clerical
employees; and (4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work. [Chart and footnote
omitted.]
Not applicable. See the response to Item 26(a), above, which is
incorporated herein by reference. In addition, no person who is
affiliated with the depositor and who falls within any class of
persons enumerated above receives separate remuneration for
services rendered with respect to the Separate Account.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32, and 33), whose aggregate
compensation in connection with services rendered with respect to the trust in
all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries. [Chart and footnotes omitted.]
Not applicable. See the response to Item 26(a), above, which is
incorporated herein by reference.
IV
DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to be
made, and (C) have been discontinued, indicating by appropriate letter the
status with respect to each state.
Except for the Discontinued Policies, described in response to Item
1(b), above, Equitable offers or intends to offer all of the Policies
in all 50 states, Puerto Rico, the Virgin Islands, and the District
of Columbia. As noted above in response to Item 1(b), Equitable is
not offering the Discontinued Policies for sale in any state.
However, Equitable may continue to receive premiums under existing
Discontinued Policies for investment in one or more Separate Account
divisions, net of applicable fees and charges.
26
<PAGE>
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the reasons for
such suspension.
Not applicable. However, Equitable Variable, the previous
depositor of the Policies, ceased offering the Discontinued
Policies for business reasons.
37.(a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental officer,
agency, or regulatory body denied authority to distribute securities of the
trust, excluding a denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was subsequently
rescinded.
(1) Name of officer, agency or body
(2) Date of denial
(3) Brief statement of the reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body
(2) Date of revocation
(3) Brief statement of the reason given for revocation.
Not applicable.
38.(a) Furnish a general description of the method of distribution of
securities of the trust.
See the response to Item 35, above, which is incorporated herein
by reference. See also the disclosure set out under the caption
"Distribution" in each Policy Prospectus (other than the SP-Flex
Prospectus) and in the Common Supplement, and "Sales And Other
Agreements" in the SP-Flex Prospectus, which disclosure is
incorporated herein by reference.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a statement as
to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
27
<PAGE>
See the response to Item 35, above, which is incorporated herein
by reference. Pursuant to a Distribution and Servicing Agreement,
dated May 1, 1994 ("Agreement") with Equitable and Equitable
Variable, EQ Financial serves as the distributor for the Policies.
Under the Agreement, EQ Financial is responsible, among other
things, for carrying out all compliance and supervisory
obligations in connection with the distribution of the Policies,
as required by applicable law. By its terms, the Agreement
continued for an initial two-year period, and automatically renews
from year to year unless terminated. The Agreement may be
terminated by any party upon at least 60 days notice to the other
parties or by mutual agreement. The Agreement terminates
automatically upon its assignment.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with respect to
commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of periodic payment
plan certificates, furnish schedules of commissions and the bases thereof. In
lieu of a statement concerning schedules of commissions, such schedules of
commissions may be filed as Exhibit A(3)(c).
See the response to Item 38(a), above, which is incorporated
herein by reference. See also Exhibits A.3(a), A.3(b), and A.3(c)
to this Registration Statement.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39.(a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign power under
the laws of which each underwriter was organized and the date of organization.
See the response to Item 4, above, which is incorporated herein by
reference. EQ Financial was organized under the laws of Delaware
on December 14, 1971.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of Securities
Dealers, Inc.
EQ Financial is a member of the National Association of Securities
Dealers, Inc.
40.(a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of the
trust and any other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period covered by the
financial statements filed herewith. [Chart omitted]
See the response to Item 38(a), above, which is incorporated
herein by reference.
28
<PAGE>
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment adviser
of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Item 40(b) is not applicable.
41.(a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other than the
distribution of securities of the trust. If a principal underwriter acts or
has acted in any capacity with respect to any investment company or companies
other than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such activities. If
a principal underwriter has ceased to act in such named capacity, state the
date of and the circumstances surrounding such cessation.
See the response to Item 38(a), above, which is incorporated
herein by reference. EQ Financial also serves as the distributor
of Policies funded through Equitable's Separate Account A,
Separate Account I and Separate Account 301, and shares of Class
IA of the Trust.
(b) Furnish as at latest practicable date the address of each branch office
of each principal underwriter currently selling securities of the trust and
furnish the name and residence address of the person in charge of such office.
See Exhibit A.(11) hereto.
(c) Furnish the number of individual salesmen for each principal
underwriter through whom any of the securities of the trust were distributed
for the last fiscal year of the trust covered by the financial statements
filed herewith and furnish the aggregate amount of compensation received by
such salesmen in such year.
Approximately 7200 individual agents of Equitable and registered
representatives of EQ Financial sold a variable life insurance
policy in 1995. The aggregate first year commissions paid for
sales of variable life insurance policies distributed through the
29
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principal underwriter for the year ended December 31, 1995 was
approximately $82.4 million.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of the
trust and with respect to each of the officers, directors or partners of such
underwriter: [Chart omitted.]
Not applicable. See the response to Item 28(a), above, which is
incorporated herein by reference.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting transactions
for the trust in the portfolio securities of the trust.
Not applicable. See the response to Item 38(a), above, which is
incorporated herein by reference.
44.(a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the offering price to
the public of securities issued by the trust or the valuation of shares or
interests in the underlying securities acquired by the holder of a periodic
payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities: [Chart omitted]
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
30
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The premiums for the Policies take actuarial considerations into
account. Premiums reflect the age, sex and risk class of the
insured, the amount of insurance coverage purchased and payment
plan. See generally the following disclosure in the Registration
Statements, which disclosure is incorporated herein by reference:
From each Policy Prospectus (other than the SP-Flex Prospectus):
The Separate Account And The Trust
The Separate Account
The Guaranteed Interest Account
Transfers Out Of The Guaranteed Interest Account
Death Benefits
Maturity Benefit
Your Policy Account Value
How We Determine The Unit Value
Amounts In The Separate Account
Transfers Of Policy Account Value
Telephone Transfers
Borrowing From Your Policy Account
Partial Withdrawals And Surrenders (or comparable headings)
Partial Withdrawals
Surrender For Net Cash Surrender Value
Additional Information About [the Policy]
Policy Periods, Anniversaries, Dates And Ages
When We Pay Policy Proceeds
Tax Effects
Our Taxes
Deductions And Charges
Deductions From Premiums
Illustrations Of Policy Benefits
From the SP-Flex Prospectus:
Your Policy Account Value
How We Determine Unit Value
Your Policy Account Value
Charges
Policy Account Charges
Tax Effects
Illustrations Of Insurance Benefit, Policy Account And Cash
Surrender Values, And Accumulated Premiums
31
<PAGE>
See also the responses to Items 10(c) and 16, above, which are
incorporated herein by reference. In addition, see generally the
disclosure set out in the Common Supplement, which disclosure is
incorporated by reference herein.
With respect to the valuation of shares of the Trust, see the
disclosure set out under the captions description of the Trust's
Shares -- "Purchase and Redemption" in the Trust Prospectus and
"Purchase and Pricing of Securities" in the Trust SAI, which
disclosure is incorporated herein by reference.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date. Such
schedule shall be in substantially the following form: (Note: If registrant is
an issuer of periodic payment plan certificates, furnish, in lieu of such
schedule an appropriate, comparable schedule showing the acquisition price of
the holders' interest in the underlying securities.) [Schedule omitted.]
Not applicable. See the response to Item 44(a), above, which is
incorporated herein by reference.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters, state
the nature and amount of such variation and indicate the person or classes of
persons to whom such offering is made.
Not applicable. See the responses to Items 13(d) and 44(a), above,
which are incorporated herein by reference.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Items 45(a)-(d) are not applicable.
32
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REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46.(a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued by the
trust:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for expenses
and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities. [Chart omitted]
(6) Whether adjustments are made for fractions.
With respect to Items 46(a)(1) through (6), see the responses to
Items 13(a), 17(a) and 44(a), which are incorporated herein by
reference.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest practicable
date. Such schedule shall be in substantially the following form: [Schedule
omitted.]
Not applicable. See the response to Item 46(a), above, which is
incorporated herein by reference.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES
FROM AND TO SECURITY HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such a
position. Include a description of the procedure with respect to the purchase
of underlying securities or interests in the underlying securities from
security holders who exercise redemption or withdrawal rights and the sale of
such underlying securities and interests in the underlying securities to other
security holders.
See the response to Item 16, above, which is incorporated herein
by reference. There is no procedure for the purchase of underlying
securities or interests therein from Policy owners who exercise
surrender rights.
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State whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items 44 and
46. If any item of expenditure included in the determination of the valuation
is not or may not actually be incurred or expended, explain the nature of such
item and who may benefit from the transaction.
Not applicable.
V
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust.
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
Items 48(a)-(d) are not applicable. The Separate Account does not
have a trustee or custodian.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its securities,
and the aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state the
unearned amount.
Not applicable. The Separate Account does not have a trustee or
custodian.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.
Not applicable. The Separate Account does not have a trustee or
custodian. But see the disclosure set out under the captions "The
Separate Account And The Trust -- The Separate Account" in each
Policy Prospectus (other than the SP-Flex Prospectus), "The
34
<PAGE>
Separate Account And Its Divisions - We Own The Assets Of The
Separate Account" in the SP-Flex Prospectus, and "Living Benefit
Option Available" in the Common Supplement, which disclosure is
incorporated herein by reference.
VI
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts involved, and
the nature of the services rendered therefor.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not applicable. But see the full particulars of the material
insurance-related provisions of the Policies that are described
throughout the Policy Prospectuses, which are incorporated herein
by reference.
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VII
POLICY OF REGISTRANT
52.(a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection by which
particular portfolio securities must or may be eliminated from assets of the
trust or must or may be replaced by other portfolio securities. If an
investment adviser or other person is to be employed in connection with such
selection, elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian, and any
principal underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such person.
See the responses to Items 10(g) and (h), above, which are
incorporated herein by reference. Equitable will not substitute
another security for the underlying securities held by the
Separate Account unless the Commission shall have approved such
substitution, as required by applicable law.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period covered
by the financial statements filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or custodian or
any affiliated person of the foregoing were involved in the
transaction.
(7) Compensation or remuneration received by each such person directly
or indirectly as a result of the transaction.
On February 22, 1994, Equitable Variable, the previous depositor
of the Separate Account, the Separate Account, Separate Account I
of Equitable Variable, and the Trust (collectively, the "Parties")
substituted shares of the Trust's Intermediate Government
Securities Portfolio ("Government Portfolio") for shares of the
Trust's Short-Term World Income Portfolio ("World Portfolio"). The
mechanics of, and reasons for, the substitution are set out in the
Parties' application, as
36
<PAGE>
amended, for a Commission order pursuant to Sections 26(b) and
17(b) and/or 6(c) of the Investment Company Act (File No.
812-8650), which is incorporated herein by reference. The
Commission order approving the substitution was granted on
February 16, 1994. As a condition to the issuance of the order,
Equitable Variable, as the sole remaining shareholder of the World
Portfolio, agreed to bear any expenses and transaction costs
triggered by the redemption in connection with the substitution
(e.g, brokerage commissions, custodial fees, and accounting fees,
etc.) and which are reflected in the net asset value of the World
Portfolio shares. In addition, Equitable and Alliance Capital
Management, L.P., the Trust's investment adviser, agreed to bear
all other expenses of the substitution, including legal and
accounting fees and expenses, the cost of prospectus disclosure,
and other expenses. No direct or indirect compensation or
remuneration was received by any party referenced in Item 52(b)(6)
as a result of the transaction.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any underlying
security;
(3) whether the acquisition of such substituted security or securities
would constitute the concentration of investment in a particular
industry or group of industries or would conform to a policy of
concentration of investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement which
authorize or restrict the policy of the registrant in this regard.
(If this subject has been entirely covered in Item 52(b), state
"not applicable".)
See the responses to Items 52(a) and 52(b), which are incorporated
herein by reference.
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
Not applicable.
37
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REGULATED INVESTMENT COMPANY
53.(a) State the taxable status of the trust.
See the disclosure set out under the captions "Tax Effects" in
each Policy Prospectus and the tax disclosure set out in the
Common Supplement, which disclosure is incorporated herein by
reference.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal Revenue
Code of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
Not applicable because the Separate Account is not a separate
taxable entity.
VIII
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of its
securities: [Chart omitted.]
Not applicable. The Separate Account is deemed to be the issuer of
periodic payment plan certificates.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest amount
of payments. The schedule shall cover a certificate of the type currently
being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust. [Chart omitted.]
Not applicable. The Policies are life insurance policies and do
not operate as the usual periodic payment plan certificate. But
see the policy illustrations of death benefits, account values,
cash surrender values, and accumulated premiums in each Policy
Prospectus, which illustrations are incorporated herein by
reference.
38
<PAGE>
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust. [Chart
omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith the following information for each installment payment plan
certificate currently being issued by the trust. [Chart omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
58. If the trust is the issuer of periodic payment plan certificates
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest practicable
date. [Chart omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
59. Financial statements shall be filed in accordance with the instructions
given below. [Instructions omitted.]
In accordance with the applicable rules of Regulation S-X, the
audited financial statements of the Separate Account and its
depositor, Equitable, for the years ended December 31, 1995, 1994,
and 1993, and unaudited interim financial statements of the
Separate Account and Equitable for the periods ended September 30,
1996 and 1995, filed with the Registration Statements, are
incorporated herein by reference. Notwithstanding general
instruction 2(d) to Form N-8B-2, such incorporation by reference
is being made pursuant to the established administrative practice
of the Commission and its staff, which is consistent with the
Commission's adoption of Regulation S-T and related amendments to
the Commission's rules regarding incorporation by reference.
39
<PAGE>
EXHIBITS
Notwithstanding general instruction 2(d) to Form N-8B-2, various exhibits,
described below, have been incorporated herein by reference pursuant to the
established administrative practice of the Commission and its staff. Such
practice is consistent with the Commission's adoption of Regulation S-T and
related amendments to the Commission's rules regarding incorporation by
reference. Exhibits are incorporated by reference to one or more of the
initial filings of the following Form S-6 registration statements of the
Registrant: File Nos. 333-17639; 333-17669; 333-17671; 333-17637; 333-17665;
333-17641; and 333-17625 (each, a "Registration Statement"; collectively, the
"Registration Statements").
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.
The resolutions regarding the organization of Separate
Account FP in connection with the merger of Equitable
Variable Life Insurance Company ("Equitable Variable") with
and into The Equitable Life Assurance Society of the United
States ("Equitable") are filed as Exhibit l.A(1)(a)(i) to
Registrant's Form S-6 registration statement (File No.
333-17639) and are incorporated herein by reference.
(2) The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee, if
such indenture or agreement is not the same as the indenture or
agreement referred to in paragraph (1).
Not applicable.
(3) Distributing contracts:
(a) Agreements between the trust and principal underwriter or
between the depositor and principal underwriter.
The Distribution and Servicing Agreement among EQ Financial
Consultants, Inc. (formerly known as Equico Securities,
Inc.), Equitable and Equitable Variable, dated as of May 1,
1994, and filed as Exhibit 1.A(8) to Registrant's
Registration Statement (File No. 333-17639), is incorporated
herein by reference.
(b) Specimen of typical agreements between principal underwriter
and dealers, managers, sales supervisors and salesmen.
40
<PAGE>
The Sales Agreement filed as Exhibit 1.A(3)(b) to
Registrant's Registration Statement (File No. 333-17639) is
incorporated herein by reference.
(c) Schedules of sales commissions referred to in Item 39(c)
[38(c)].
The Schedule of Commissions filed as Exhibit 1.A(8)(i) to
Registrant's Registration Statement (File No. 333-17639) is
incorporated herein by reference.
(4) Any agreement between the principal underwriter and the custodian
or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the trust or its
securities.
Not applicable
(5) The form of each type of security.
The policy forms, riders, and endorsements filed under each
subpart of Exhibit 1.A(5) to Registrant's Registration
Statements are incorporated herein by reference.
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
The Restated Charter of Equitable, dated September 19, 1996,
and filed as Exhibit 1.A(6)(a) to Registrant's Registration
Statement (File No. 333-17639), is incorporated herein by
reference. The By-Laws of Equitable, as amended July 22,
1992, and filed as Exhibit 1.A(6)(b) to Registrant's
Registration Statement (File No. 333-17639), are incorporated
herein by reference.
(7) Any insurance policy under a contract between the trust and the
insurance company or between the depositor and the insurance
company, together with the table of insurance premiums.
Not applicable.
(8) Any agreement between the trust or the depositor concerning the
trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
See A.(3)(a) above.
(9) All other material contracts not entered into in the ordinary
course of business of the trust or of the depositor concerning the
trust.
41
<PAGE>
The Agreement and Plan of Merger of Equitable Variable with
and into Equitable, dated September 19, 1996, and filed as
Exhibit 1.A(9)(a) to Registrant's Registration Statement
(File No. 333-17639), is incorporated herein by reference.
(10) Form of application for a periodic payment plan certificate.
The application forms filed under each subpart of Exhibit
1.A(10) to Registrant's Registration Statements are
incorporated herein by reference.
(11) The information requested by Item 41(b) to Form N-8B-2 is filed
herewith.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the
Act prior to the date of the filing of this form.
(2) Each annual report sent to security holders covering each fiscal
year ending after January 1, 1937, exclusive of reports, copies of
which have heretofore been filed with the Commission pursuant to
the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the trust,
distributed securities of the trust during the last fiscal year covered
by the financial statements filed herewith. (This exhibit shall be
supplied separately as confidential information pursuant to Rule
45a-1.)
Not applicable. Policies are not sold through dealers acting
in their capacities as such.
42
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, The
Equitable Life Assurance Society of the United States, as depositor of the
Registrant, has caused this amended registration statement to be duly signed
on behalf of the Registrant in the City of New York and State of New York on
the 31st day of December 1996.
(SEAL)
Signature: Separate Account FP of The Equitable Life
Assurance Society of the United States
By: The Equitable Life Assurance Society of the
United States
By: /s/SAMUEL B. SHLESINGER
-----------------------
Samuel B. Shlesinger
Senior Vice President
Attest: /s/LINDA GALASSO
---------------------
Vice President and
Assistant Secretary
43
<PAGE>
EXHIBIT INDEX
Exhibit A.(11). Information requested by Item 41(b) of Form N-8B-2.
44
<PAGE>
Exhibit A.(11)
<TABLE>
AS OF DECEMBER 30, 1996
<S> <C> <C> <C> <C>
ADDRESS CITY ST ZIP SUPERVISOR
1 Circle West Stamford CT 06902 Simes, Steven J.
1 Kruger Street, Elm Grove Wheeling WV 26003 Moore, David H.
100 Walnut Ave., 5th Floor Clark NJ 07066 Pellecchia, Ralph W.
1001 Bishop Street Pauahi Tower, Suite 1450 Honolulu HI 96813 Smith, Peter H.
1052 Highland Colony Pkwy, 100 Concourse, Suite 200 S. Ridgeland MS 39257 Bullock, Thomas W.
1055 St. Paul Place, 1st Floor Cincinnati OH 45202 Root, Kenneth R.
10990 Willshire Blvd., Suite 1210 Los Angeles CA 90024 Englehart, Regina M.
11 State Street, P.O. Box 937 Charleston SC 29402 Mattingly, Gerald T.
110 E. Main Street, Suite 220 Ottawa IL 61350 Hughes, Michael J.
110 J. Street Rock Springs WY 82901 Buggy, Leo T.
111 E. Kilbourn Avenue, 8th Floor Milwaukee WI 53202 Schlessinger, James A.
111 Founders Plaza, Suite 1504 E. Hartford CT 06108 Conover, Christopher W.
1110 Montlimar Drive, Suite 430 Mobile AL 36609 Hill, III, J. Jackson
112 E. Pecan, Suite 2626 San Antonio TX 78205 Higgins, Jeffrey T.
1137 Von Voorhis Road, Chelsea Square Morgantown WV 26507 Chadwell, James J.
11412 Huron Lane, Suite B Little Rock AR 72211 Covington, David L.
11750 Bricksome Ave., Ground Floor, Suite B Baton Rouge LA 70816 Higgins, William L.
120 Montgomery Street, Suite 1500 San Francisco CA 94104 Brown, Gibbs, W.
120 W. 45th Street New York NY 10036 Sages, Anthony
120 West 45th Street, 3rd Floor New York NY 10036 Wei, Winston
1221 Ave. of the Americas, 32nd Floor New York NY 10020 Jones, Jr., Robert S.
12377 Merit Dr., Suite 1500 Dallas TX 75251 Lefferts, John M.
132-N Belair Road Evans GA 30809 Massey, Gregory S.
141 Desiard, Suite 407 Monroe LA 71201 Fulco, Michael J.
15 Public Square Wilkes-Barre PA 18702 McDonough, Joseph L.
150 ESSJAY Road, Suite 201 Williamsville NY 14221 Nuchereno, Louis
1513 Noble Street Anniston AL 36201 Ledford, Donald L.
1601 E. Racine Avenue, P.O. Box 1447 Waukesha WI 53187 Fris, William
1605 N. Cedar Crest Blvd., Suite 602 Allentown PA 18104 Albert, Joel H.
175 Corporate Woods, Suite 250 Rochester NY 14623 Cyprus, Frederick
175 N. 27th, Suite 1140 Billings MT 59101 Fourtner, Marvin L.
1755 Broadway, 2nd Floor New York NY 10019 Reitz, Susan B.
1755 Broadway, 3rd Floor New York NY 10019 McNelis, Michael F.
1755 Oregon Pike Lancaster PA 17601 Earhart, Steve D.
1811 West 2nd Street, Suite 480 Grand Island NE 68803 Roeizel, Scott
185 Canal Street, 5th Floor New York NY 10013 Wei, Winston
18881 Von Karman, Suite 800 Irvine CA 92612 Rubiano, Van
192 Ballard Court, Suite 304 Virginia Beach VA 23462 Gilbert, Harold L.
1st Union Bldg. 10 South Jefferson, Suite 150 Roanoke VA 24011 Howes, Jr., L. Andre
2 N. Cascade Ave., Holly Square Bldg., Suite 600 Colorado Springs CO 80903 Mason, Charles C.
200 Bellevue Parkway, Suite 290 Wilmington DE 19809 Mackey, J. Mark
200 Plaza Drive Secaucus NJ 07096 Weinstein, Naomi J.
200 Plaza Drive, 2nd Floor Secaucus NJ 07096 Calcatera, Anthony
201 E. Main Street, Suite 415 Munfreesboro TN 37130 Gardner, Oscar
2020 SW Fourth Ave., Suite 1000 Portland OR 97201 Mysliwiec, Rychard
2040 West Main, Suite 306 Rapid City SD 57702 Lawton, Jr., Frank J.
2101 Executive Dr., Tower Box 68 Hampton VA 23666 Wilson, Donald L.
216 Brooks Street Charleston WV 25301 Moore, David H.
21700 Oxnard Street, Suite 1100 Woodland Hills CA 91367 Rooney, Mark M.
218 Heyman Blvd. Lafayette LA 70505 Heath, Lisa L.
220 Riverside Drive Green Bay WI 54301 Ritcey-Fox, Cynthia
2255 Challenger Way, Suite 119 Santa Rosa CA 95407 Armitage, Gary T.
230 Half Mile Road Red Bank NJ 07701 Hanley, Kevin F.
2378 Woodlake Drive, #200 Okemos MI 48864 Audas, Sedrie L.
2406-A Belmiss Road Valdosta GA 31602 Allred, James A.
258 Genessee Street Utica NY 13502 Burns, Joseph M.
267 Route 303 Tappan NY 10983 Malhotra, Roger K.
2800 N. Central Ave., 8th Floor, Suite 850 Phoenix AZ 85004 Battock, Martin E.
2801 W. Main Street, Suite 2D Tupelo MS 38801 Grady, William F.
2905 Breezewood Avenue, Suite 202 Fayetteville NC 28302 Congleton, Timothy J.
300 E. Main, Suite 200 El Paso TX 79901 Simpson, Leonard R.
3001 Westown Parkway W. Des Moines IA 50265 Hughes, James W.
301 North Main, Suite 1400 Witchita KS 67202 Rosser, Ralph V.
3050 Montvale Drive, Suite E Springfield IL 62704 Cole, L. Jay
310-A Adams Street, P.O. Box 2858 Fairmont WV 26554 Chadwell, James J.
319 Market Street, Town Square Parkersburg WV 26101 Moore, David H.
3291-S Thompson, Suite 104, Building E Springdale AR 72764 Belline, Richard L.
330 Marshall Street, Suite 930 Shreveport LA 71101 Babb, Jon B.
3315 N. Ballard Road, Suite C Appleton WI 54911 Kaster, Stephen H.
3414 Peachtree Rd., NE Atlanta GA 30326 Lohnes, William C.
3435 Wilshire Blvd., Suite 2500 Los Angeles CA 90010 Kim, Chae S.
3555 Standford Rd., Suite 201 Ft. Collins CO 80525 Seymour, Robert L.
40 Monument Road Bala-Cynwyd PA 19004 Barth, Robert W.
400 E. Broadway Box 982, Suite 302 Bismark ND 58501 Johnson, Robert C.
4000 West Hollywood Blvd., Suite 705-S Hollywood FL 33021 Lambert, Virgil E.
4000 West Hollywood Blvd., Suite 705-S (B) Hollywood FL 33021 San Juan, Maria
4000 West Hollywood Blvd., Suite 705-S (C) Hollywood FL 33021 Lickstein, Gregg S.
401 N. Michigan Ave., Suite 1450 Chicago IL 60611 Greulich, Robert C.
410 Shockey Ferry Road Anderson SC 29622 Williamson, Richard L.
4100 Old Vestal Road, Suite 201 Vestal NY 13850 Olds, Dirk A.
414 Union Street, Suite 1820 Nashville TN 37219 Floyd, Charles G.
431 West Pershing Road Decatur IL 62526 Neal, Scott D.
4715 Second Ave., Suite #3 Kearney NE 68847 Roetzel, Scott
4747 Lincoln Mall Drive, Suite 604 Matteson IL 60443 Swan, Henry A.
486 Thomas Jones Way, Suite 290 Exton PA 19341 Mackey, J. Mark
50 N. Laura Street, #2175 Jacksonville FL 32202 Andrews, David A.
500 South Salina Street, Suite 1200 Syracuse NY 13202 DiMora, Joseph A.
500 West Putnam Avenue Greenwich CT 06830 Holowiak, Marcy R.
509 Main Street, Suite 200 Columbus MS 39701 Bullock, Tomas W.
5151 East Broadway, Suite 1200 Tucson AZ 85711 Battock, Matin E.
52 Federal Road, Unit 3A Danbury CT 06810 Stuart, Joseph M.
5435 Corporate Dr., Suite 100 Troy MI 48098 Feiman, Edward J.
55 South Lake Avenue, Suite 510 Pasadena CA 91101 Hinkel, Robert W.
555 Metro Place North, Suite 425 Dublin OH 43017 Coomer, Samuel K.
6 West Pearl Street Rising Sun MD 21911 Wright, Thomas A.
6075 Poplar Ave., Suite 300 Memphis TN 38119 Murphy, John H.
6100 Fairview Rd., #200 Charlotte NC 28210 Diamantis, George E.
612 Grant Avenue York NE 68467 Roetzel, Scott
612 Wheelers Farms Road Milford CT 06460 Conover, Christopher W.
618 N. Main Street Mishawaka IN 46548 Taylor, Robert M.
625 Gay Street, Suite 520 Knoxville TN 37902 Moore, Kevin
6301 Morrison Blvd. Charlotte NC 28211 Pazder, Richard H.
6410 Poplar Avenue, Suite 190 Memphis TN 38119 Koehn, Dennis
6809 N. Knoxville Avenue (B) Peoria IL 61614 Burns, Steven D.
683 Meadowbrook Auburn AL 36830 Johnson, Todd
7000 Central Pkwy, Suite 300 Atlanta GA 30328 Silvera, Patrick A.W.
701 Market Street Bryant Group, Suite 1200 St. Louis MO 63101 Yust, Richard B.
707 Georgia Avenue, Suite 402 Chatanooga TN 37402 Ford, Charles F.
711 N. Carancahua, No. 1414 Corpus Christi TX 78475 Lefferts, John M.
725 Church Street, 6th Floor Lynchburg VA 24505 Faulconer, Jr., C.B.
7400 W. 110th Street, Suite 700 Overland Park KS 66210 Degnan, William
787 Seventh Avenue New York NY 10020 Martin, Michael
801 Cherry Street, Suite 2400 Forth Worth TX 76102 Noonan, J. Christopher
802 N. Clinton, Suite 1 Bloomington IL 61701 Jensen, Jay A.
8182 Maryland Avenue, Suite 1000 Clayton MO 63105 Yust, Richard B.
8500 Normandale Lk Blvd., Suite 510 Minneapolis MN 55437 Mancini, Michael G.
855 Route 146, Suite 160 Clifton Park NY 12065 Grieco, Jr., John A.
87 East Route 4, Suite 290 Paramus NJ 07652 Henderson, Thomas
8720 Castle Creek Parkway, Suite 231 Indianapolis IN 46250 Taylor, Robert M.
881 Corporate Drive, Suite 204 Lexington KY 40515 Salley, Steven P.
8810 Cal Center Drive, Suite 220 Sacramento CA 95826 Ray, Jr., John J.
9300 Shelbyville Rd., Suite 900 Louisville KY 40222 Pascarella, Dennis
96 Quaker Village Queensbury NY 12804 Ross, John J.
960 Broadway, Suite 420 Boise ID 83707 Susaeta, Clarence J.
98 San Jacinto Blvd., Suite 620 Austin TX 78701 Abney, L. Kent
985 Old Eagle School Road, Suite 509 Wayne PA 19087 Walsh, Stephanie
Andover State Bank 1432 N. Andover Road Andover KS 67002 Keener, Jay D.
DuQuoin Nat'l Bank, 124 West Main Street DuQuoin Il 62832 Haines, Richard K.
Flamingo Exec Pk., 1050 E. Flamingo Road, Suite 110 Las Vegas NV 89119 Ruggiero, Leonard A.
Four Regency Plaza 10040 Regency Circle, Suite 150 Omaha NE 68114 Duhaime, Bernard E.
Freedom Exec Pk., 22 Freedom Plains Road, Suite 119 Poughkeepsie NY 12603 Vita, Jr., John A.
Imperial Bank Building 701 "B" Street, Suite 1500 San Diego CA 92101 Hafner, Thomas E.
Internat'l Financial Ctr 95 Christopher Columbus Dr. 12A Jersey City NJ 07302 Reyes, Victoriano D.
Le Meredien Gatehouse, Cable Beach New Providence BA Musibay, Carlos M.
New Castle Corp. Coms, 2 Readsway, Suite 224 New Castle DE 19720 Nichols, John A.
North Pointe Towers, 1001 Lakeside Ave., Suite 950 Cleveland OH 44114 Hart, Ronald L.
Republic Plaza Building 370 17th Street, Suite 3500 Denver CO 80202 Neely, Mark T.
Royal Bank Center, Suite 1700 255 Ponce de Leon Avenue Hato Rey PR 00917 San Andres, Jeronimo
Sea Plaza 6100 Uptown Blvd NE, Suite 230 Albuquerque NM 87110 Blake, Michael J.
Two Datran Center 9130 S. Dadeland Blvd, Suite 1400 Miami FL 33156 Musibay, Carlos M.
Two Mid-America Plaza, Suite 501 Oakbrook Terrace IL 60181 Roselieb, Douglas L.
Wellesley Office Pk 45 William Street, Suite 110 Wellesley MA 02181 Ruggiero, Thomas E.
Westate Office Bldg 3450 W. Central Ave., Suite 240 Toledo OH 43616 Simpson, James E.
Western Life Ins. Ctr., 550 East Shaw Avenue Fresno CA 92110 Janell, Chan L.
</TABLE>
