CIGNA VARIABLE PRODUCTS GROUP
485BPOS, 1995-05-15
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<PAGE>
 
                       SECURITIES ACT FILE NO. 33-20333
                   INVESTMENT COMPANY ACT FILE NO. 811-5480


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM N-1A

                                                              
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [ X ]
                                                               
   Pre-Effective Amendment No.         
   Post-Effective Amendment No. 9                                [ X ]
                                       
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [ X ]

   Amendment No.                9                                [ X ]
 

                        CIGNA VARIABLE PRODUCTS GROUP
              (Exact Name of Registrant as Specified in Charter)

               1380 Main Street, Springfield, Massachusetts 01103
                    (Address of Principal Executive Office)

        Registrant's Telephone Number including Area Code (413) 784-0100

                    Alfred A. Bingham III, 1380 Main Street,
                        Springfield, Massachusetts 01103
                    (Name and Address of Agent for Service)

                           -------------------------

Approximate Date of Proposed Public Offering:  Continuous

It is proposed that this filing will become effective (check appropriate box)

     X   immediately upon filing pursuant to paragraph (b) of Rule 485
    ---                                                               
         on (     ) pursuant to paragraph (b) of Rule 485
    ---                                                               

         60 days after filing pursuant to paragraph (a) of Rule 485
    ---                                                               

         on (date) pursuant to paragraph (a) of Rule 485
    ---                                                               


                       DECLARATION PURSUANT TO RULE 24f-2

   Registrant hereby declares pursuant to Rule 24f-2 under the Investment
Company Act of 1940 that Registrant has registered an indefinite number of
shares and has paid the registration fee appropriate thereto.  The Rule 24f-2
Notice for the most recent fiscal year of Registrant was filed on February 23,
1995.
<PAGE>
 
                                  SIGNATURES

Registrant represents that no material event requiring disclosure in the
prospectus, other than as provided in Rule 485(b)(1), has occurred since the
filing date of Registrant's last Post-Effective Amendment.

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, CIGNA Variable Products Group, has duly
caused this Amendment No. 9 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Springfield, and Commonwealth of Massachusetts on the 11th day of May, 1995.

                                 CIGNA VARIABLE PRODUCTS GROUP

                                 R. Bruce Albro
                                 Chairman of the Board of Trustees
                                 and President

                                 By /s/  Jeffrey S. Winer
                                    ---------------------------------
                                    Jeffrey S. Winer
                                    Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 9
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
 
Signature                           Title            Date
- -------------------------------  ------------        ------------
<S>                              <C>                 <C>
 
R. Bruce Albro                   Chairman of         May 11, 1995
                                 the Board of
                                 Trustees and
                                 President (principal
                                 executive officer)
 
By /s/  Jeffrey S. Winer
   ----------------------------
   Jeffrey S. Winer
   Attorney-in-Fact
 
By /s/  Alfred A. Bingham III    Treasurer           May 11, 1995
   ----------------------------  (principal
   Alfred A. Bingham III         financial officer    
                                 and principal
                                 accounting officer)
 
</TABLE>

This Amendment No. 8 to the Registration Statement has also been signed below by
Jeffrey S. Winer, Attorney-in-Fact, on behalf of the following Trustees on the
date indicated, such Trustees being all of the Trustees currently holding the
office of Trustee of the Registrant.

R. Bruce Albro                 Paul J. McDonald
Hugh R. Beath                  Arthur C. Reeds, III
Russell H. Jones

By /s/  Jeffrey S. Winer
- ----------------------------  
   Jeffrey S. Winer                                  May 11, 1995
<PAGE>
 
                                 EXHIBIT INDEX


(b) Exhibits

   (24) Power of Attorney*
   (27) Financial Data Schedule*



- ----------------------------
 *Filed Herewith

<PAGE>
 
                         CIGNA VARIABLE PRODUCTS GROUP

                               POWER OF ATTORNEY
    
The undersigned hereby appoint Alfred A. Bingham III and Jeffrey S. Winer, each
of them singly, attorney for me in my name and on my behalf to sign any
Registration Statement under Securities Act of 1933 and any Registration
Statement under the Investment Company Act of 1940 for CIGNA Variable Products
Group, and any amendment to any such Registration Statement to be filed not
later than May 15, 1995 with the Securities and Exchange Commission under the
Securities Act of 1933 and under the Investment Company Act of 1940, and
generally to do and perform all things necessary to be done in that connection,
hereby ratifying and confirming my signature as it may be signed by my said
attorney to any and all Registration Statements and amendments.

Signed this 25th day of April, 1995.
     
                                          
                                     /s/ R. Bruce Albro 
                                     -------------------------------------   
                                     R. Bruce Albro,
                                     Chairman of the Board and President

                                     /s/ R. Bruce Albro
                                     -------------------------------------   
                                     R. Bruce Albro, Trustee 

                                     /s/ Hugh R. Beath
                                     -------------------------------------   
                                     Hugh R. Beath, Trustee

                                     /s/ Russell H. Jones                 
                                     -------------------------------------   
                                     Russell H. Jones, Trustee

                                     /s/ Paul J. McDonald
                                     -------------------------------------   
                                     Paul J. McDonald, Trustee 

                                     /s/ Arthur C. Reeds, III
                                     -------------------------------------   
                                     Arthur C. Reeds, III, Trustee
                                                                                

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT FOR THE YEAR ENDED DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 1
   <NAME> COMPANION FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                       55,025,280
<INVESTMENTS-AT-VALUE>                      54,742,790
<RECEIVABLES>                                  305,692
<ASSETS-OTHER>                                     298
<OTHER-ITEMS-ASSETS>                            41,627
<TOTAL-ASSETS>                              55,090,407
<PAYABLE-FOR-SECURITIES>                       205,279
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      156,718
<TOTAL-LIABILITIES>                            361,997
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    55,199,413
<SHARES-COMMON-STOCK>                        6,685,332
<SHARES-COMMON-PRIOR>                        6,679,959
<ACCUMULATED-NII-CURRENT>                      340,506
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                       550,922
<ACCUM-APPREC-OR-DEPREC>                     (260,587)
<NET-ASSETS>                                54,728,410
<DIVIDEND-INCOME>                            1,489,522
<INTEREST-INCOME>                              240,630
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 448,939
<NET-INVESTMENT-INCOME>                      1,281,213
<REALIZED-GAINS-CURRENT>                      (44,446)
<APPREC-INCREASE-CURRENT>                    (938,126)
<NET-CHANGE-FROM-OPS>                        (982,572)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      938,698
<DISTRIBUTIONS-OF-GAINS>                     5,674,761
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        140,151
<NUMBER-OF-SHARES-REDEEMED>                    929,467
<SHARES-REINVESTED>                            794,689
<NET-CHANGE-IN-ASSETS>                     (6,749,684)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          201,131
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                448,939
<AVERAGE-NET-ASSETS>                        57,465,588
<PER-SHARE-NAV-BEGIN>                             9.20
<PER-SHARE-NII>                                    .19
<PER-SHARE-GAIN-APPREC>                          (.13)
<PER-SHARE-DIVIDEND>                               .14
<PER-SHARE-DISTRIBUTIONS>                          .93
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.19
<EXPENSE-RATIO>                                    .78
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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