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Registration No. 33-417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT D
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(Exact name of trust)
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
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(Name of depositor)
1300 South Clinton St. P.O. Box 1110
Fort Wayne, IN 46801
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(Complete address of depositor's principal executive offices)
Name and complete address
of agent for service: Copy to:
Carl L. Baker, Esquire Brian Burke, Esquire
Vice President & Counsel
Deputy General Counsel The Lincoln National
The Lincoln National Life Insurance Company
Life Insurance Company 1300 S. Clinton St.
1300 S. Clinton St. Fort Wayne, IN 46802
Fort Wayne, IN 46802
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It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Title and amount of securities being registered: Flexible Premium Variable Life
Insurance Policies. The Policies are not issued in predetermined units or
amounts.
Proposed maximum aggregate offering price to the public of the securities being
registered: The registrant has elected to register an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Rule 24f-2 notice on Form 24F-2 for the registrant's fiscal year, ending
December 31, 1996, was filed on February 28, 1997.
Approximate date of proposed public offering: INAPPLICABLE SEE FOLLOWING PAGE
[_] Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS*
For Lincoln National Flexible Premium Variable Life Account D
N-8B-2 ITEM CAPTION IN PROSPECTUS
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*Not Applicable
Lincoln National Flexible Premium Variable Life Account D, the Registrant,
no longer offers the variable life insurance policy described in File No.
33-417 to the public. Based upon the precedent, circumstances and
conditions set forth in Great-West Life and Annuity Insurance Company grant
of no-action (pub. avail. Oct. 23, 1990), the Registrant has ceased filing
post-effective amendments and the delivery of updated prospectuses
heretofore described in Registration File No. 33-417.
The only purpose of this post-effective amendment to Form S-6 is to provide
the "reasonableness" representation required by Section 26(e)(2)(A) of the
Investment Company Act of 1940 as amended by Section 205 of the National
Securities Markets Improvement Act of 1996.
The content of Registration No. 33-417, as heretofore amended, is
incorporated herein by reference pursuant to a letter dated November 7,
1996 from Susan Nash, Assistant Director, Office of Insurance Products of
the Division of Investment Management, to all variable insurance product
Registrants.
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CONTENTS OF REGISTRATION STATEMENT
This Registration statement comprises the following papers and documents:
The facing sheet
Reconciliation and Tie-in Sheet
Undertaking to File Reports and Reasonableness Representation*
* All other elements of registration File No. 33-417, as heretofore
amended, are hereby incorporated by reference pursuant to instructions
contained in the letter to variable insurance product Registrants dated
November 7, 1996 from Susan Nash, Assistant Director, Office of Insurance
Products, Division of Investment Management of the Securities and
Exchange Commission.
The Signatures
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UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned 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.
REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
Lincoln National Life Insurance Company hereby represents that the fees and
charges deducted under the Policies registered by this registration statement,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Lincoln National Life
Insurance Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Lincoln National Flexible Premium Variable Life Account D, certifies that it
meets all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this post-effective amendment to this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in the City of Fort Wayne, State of Indiana on this
2nd day of April 1997.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
on its own behalf as Depositor and on behalf of
LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT D
By:/s/ Stephen H. Lewis
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Stephen H. Lewis, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Jon A. Boscia Chief Executive Officer, April 2, 1997
__________________________ President and Director
Jon A. Boscia (Principal Executive Officer)
/s/ Keith J. Ryan Vice President, Assistant Treasurer April 2, 1997
__________________________ and Chief Financial Officer
Keith J. Ryan (Principal Financial Officer)
/s/ O. Douglas Worthington Vice President and Controller April 2, 1997
__________________________ (Principal Accounting Officer)
O. Douglas Worthington
/s/ Jack D. Hunter Executive Vice President, General April 2, 1997
__________________________ Counsel and Director
Jack D. Hunter
__________________________ Director _______, 1997
H. Thomas McMeekin
/s/ Ian M. Rolland Director April 2, 1997
__________________________
Ian M. Rolland
__________________________ Director and Executive Vice _______, 1997
Lawrence T. Rowland President
/s/ Richard C. Vaughan Director April 2, 1997
__________________________
Richard C. Vaughan
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