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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1998.
REGISTRATION NO. 333-64535
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MONY LIFE INSURANCE COMPANY
OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
ARIZONA 6719
(STATE OR OTHER JURISDICTION OF INCORPORATION (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION
OR ORGANIZATION) CODE NUMBER)
</TABLE>
86-0222062
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1740 BROADWAY, NEW YORK, NEW YORK 10019
(PRINCIPAL EXECUTIVE OFFICES OF
REGISTRANT) (ZIP CODE)
EDWARD P. BANK, ESQ., VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY, NEW YORK, NEW YORK 10019
TELEPHONE: (212) 708-2000
(NAME, ADDRESS, ZIP CODE, TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: October 15, 1998
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
OF SECURITY TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Guaranteed Interest................... * * *$25,000,000 $7,375
Account with Market Value
Adjustment..........................
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* The maximum aggregate offering price is estimated for the purpose of
determining a registration fee. The amount to be registered and the proposed
maximum offering price per unit are not applicable since these securities are
not issued in specified amounts or units.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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MONY LIFE INSURANCE COMPANY OF AMERICA
CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K, ITEM 501(B)
<TABLE>
<CAPTION>
CAPTION IN FORM S-1
ITEM NO. AND CAPTION PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover of Prospectus........................... Outside Front Cover
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Table of Contents
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Summary Information (Not applicable with
respect to ratio of earnings to fixed
charges)
4. Use of Proceeds..................................... Investments
5. Determination of Offering Price..................... Not Applicable
6. Dilution............................................ Not Applicable
7. Selling Security Holders............................ Not Applicable
8. Plan of Distribution................................ Variable Annuity Contracts and the
Distribution of Guaranteed Interest
Account with Market Value Adjustment
9. Description of Securities to be Registered.......... Description of the Guaranteed Interest
Account with Market Value Adjustment
10. Interests of Named Experts and Counsel.............. Not Applicable
11. Information with Respect to Registrant.............. The Company
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
</TABLE>
<PAGE> 3
PROSPECTUS
DATED OCTOBER 15, 1998
GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
UNDER FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS
ISSUED BY
MONY LIFE INSURANCE COMPANY OF AMERICA
This prospectus describes the Guaranteed Interest Account with Market Value
Adjustment offered by MONY Life Insurance Company of America ("Company") under
certain variable annuity contracts issued by the Company ("Contracts").
Generally, the Contracts offered by the Company provide an array of subaccounts
each with differing investment objectives which use purchase payments allocated
to the subaccounts to purchase shares of portfolios of underlying mutual funds
with corresponding investment objectives. A purchaser of the Contracts may also
allocate purchase payments to the Guaranteed Interest Account with Market Value
Adjustment which is a part of the Company's General Account.
The Guaranteed Interest Account with Market Value Adjustment provides for
guaranteed interest to be credited over specified maturity durations (referred
to as "Accumulation Periods"). Three (3), five (5), seven (7), and ten (10) year
Accumulation Periods are available. Unless a surrender of or transfer or
distribution from the Guaranteed Interest Account with Market Value Adjustment
occurs for any reason prior to the expiration of the Accumulation Period, the
interest rate (the "Specified Interest Rate") is guaranteed to be credited for
the duration of the Accumulation Period on a daily basis, resulting in a
guaranteed annual effective yield. Different rates apply to each Accumulation
Period and are determined by the Company from time to time in its sole
discretion.
An Accumulation Period of the Guaranteed Interest Account with Market Value
Adjustment elected under a Contract issued by the Company will produce a
guaranteed annual effective yield (at the Specified Interest Rate) SO LONG AS
AMOUNTS ALLOCATED ARE NEITHER SURRENDERED, TRANSFERRED, NOR DISTRIBUTED PRIOR TO
THE END OF THE ACCUMULATION PERIOD. IN THE EVENT OF A SURRENDER, TRANSFER, OR
DISTRIBUTION FROM THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
TO ANOTHER ACCUMULATION PERIOD OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET
VALUE ADJUSTMENT OR TO A SUBACCOUNT OF THE VARIABLE ACCOUNT PRIOR TO THE
EXPIRATION OF THE ACCUMULATION PERIOD, THE AMOUNT SURRENDERED, TRANSFERRED, OR
DISTRIBUTED WILL BE SUBJECT TO A MARKET VALUE ADJUSTMENT ("MVA"). LIKEWISE, IN
THE EVENT OF A SURRENDER, TRANSFER, OR DISTRIBUTION FOR ANY OTHER REASON PRIOR
TO THE EXPIRATION OF THE ACCUMULATION PERIOD, INCLUDING THE DEATH OF THE
CONTRACT OWNER, THE AMOUNT SURRENDERED, TRANSFERRED, OR DISTRIBUTED MAY BE
SUBJECT TO A MARKET VALUE ADJUSTMENT.
The prospectus for the Contracts describes certain charges and deductions
which may apply to the Guaranteed Interest Account with Market Value Adjustment.
A discussion of these charges is included in this prospectus insofar as such
charges and deductions relate to Guaranteed Interest Account with Market Value
Adjustment. A more detailed discussion of these charges and deductions, as they
relate to the Contract, is contained in the prospectus for the Contracts.
Certain minimum purchase payments may be required in connection with the
purchase of the Contracts issued by the Company. As an allocation option
available to the Owner under the Contract, the Guaranteed Interest Account with
Market Value Adjustment is subject to these minimum contractual amounts. There
is no minimum amount that must be allocated to Guaranteed Interest Account with
Market Value Adjustment, regardless of whether the source of the allocation is a
new purchase payment or transfer from a Subaccount of the Variable Account.
Cash Values allocated to the Guaranteed Interest Account with Market Value
Adjustment are held in the "General Account" of the Company. Amounts allocated
to the General Account of the Company are subject to the liabilities arising
from the business the Company conducts. The Company has sole investment
discretion over the investment of the assets of its General Account. Contract
Owners having allocated amounts to a particular Accumulation Period of the
Guaranteed Interest Account with Market Value Adjustment, however, will have no
claim against any particular assets of the Company.
THIS PROSPECTUS MUST BE READ ALONG WITH THE PROSPECTUS FOR THE VARIABLE
ANNUITY CONTRACT WHICH ACCOMPANIES THIS PROSPECTUS AND WITH THE PROSPECTUSES FOR
MONY SERIES FUND, INC. AND ENTERPRISE ACCUMULATION TRUST. ALL OF THESE
PROSPECTUSES SHOULD BE READ CAREFULLY AND MAINTAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 4
THE ACCUMULATION PERIODS FOR THE GUARANTEED INTEREST ACCOUNT WITH MARKET
VALUE ADJUSTMENT DESCRIBED IN THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATE
JURISDICTIONS AND, ACCORDINGLY, REPRESENTATIONS MADE IN THIS PROSPECTUS DO NOT
CONSTITUTE AN OFFERING IN SUCH JURISDICTIONS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements that involve risks and
uncertainties. Discussions containing such forward-looking statements may be
found in the material set forth under "Summary", "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business". Actual events or results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed under "Risk Factors" as well as
those discussed in the sections entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business" and in the
other sections of this Prospectus.
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TABLE OF CONTENTS
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<S> <C>
GLOSSARY.................................................... 1
SUMMARY INFORMATION......................................... 3
DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET
VALUE ADJUSTMENT.......................................... 5
1. General................................................ 5
2. Allocations to the Guaranteed Interest Account......... 5
3. The Specified Interest Rate and the Accumulation
Periods................................................ 6
A. Specified Interest Rates............................ 6
B. Accumulation Periods................................ 6
4. Maturity of Accumulation Periods....................... 7
5. The Market Value Adjustment ("MVA").................... 7
A. General Information Regarding the MVA............... 7
B. The MVA Factor...................................... 8
6. Contract Charges....................................... 8
7. Guaranteed Interest Account at Annuitization........... 9
INVESTMENTS................................................. 9
CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED
INTEREST ACCOUNT.......................................... 9
RISK FACTORS................................................ 10
THE COMPANY................................................. 11
1. Business.............................................. 11
A. Organization........................................ 11
B. Description of Business............................. 11
C. Product Segments.................................... 12
D. Regulation.......................................... 13
E. Competition......................................... 14
F. Employees........................................... 14
2. Properties............................................ 14
3. Legal Proceedings..................................... 14
4. Consolidated Financial Statements and Supplementary
Data................................................... 15
5. Selected Financial Data............................... 15
6. Management's Discussion and Analysis of Financial
Condition and Consolidated Results of Operations...... 15
A. Results of Operations...............................
(i) Revenues........................................
(ii) Benefits and Expenses...........................
B. Results of Operations by Business Segments..........
(i) Protection Products.............................
(ii) Accumulation Products...........................
C. Liquidity and Capital Resources.....................
D. Investments......................................... 16
E. Effects of Inflation................................
F. Proposed Legislation................................ 16
8. Directors and Executive Officers...................... 17
9. Executive Compensation................................ 19
10. Exhibits, Financial Statements, Schedules and
Reports................................................ 19
</TABLE>
<PAGE> 6
DEFINITIONS
ACCUMULATION PERIOD -- A period of 3, 5, 7, or 10 years during which the
Company has guaranteed that it will pay a specified rate of interest (the
Specified Interest Rate) not less than 3.5% per year. Amounts allocated to an
Accumulation Period of the Guaranteed Interest Account with Market Value
Adjustment will be credited with the Specified Interest Rate declared by the
Company over the corresponding Accumulation Period, so long as such amounts are
not distributed from the Accumulation Period prior to the Maturity Date. Prior
to the end of the Accumulation Period selected, amounts allocated to a the
Guaranteed Interest Account with Market Value Adjustment will be subject, upon
distribution, to fluctuations in value in accordance with a Market Value
Adjustment.
ADMINISTRATIVE OFFICE -- The Company's administrative office at 1740
Broadway, New York, N.Y. 10019. "Administrative Office" also includes the
Company's Operations Center at 1 MONY Plaza, Syracuse, N.Y. 13221.
ANNUITANT -- The person upon whose continuation of life any annuity payment
depends.
ANNUITY STARTING DATE -- The date on which annuity payments are to begin.
BUSINESS DAY -- Each day that the New York Stock Exchange is open for
trading or any other day on which there is sufficient trading in the securities
of a Portfolio of the Fund on a national or international securities exchange to
affect materially the value of the Units of the corresponding Subaccount.
COMPANY -- MONY Life Insurance Company of America.
CONTRACT -- A variable annuity Contract issued by the Company, the terms of
which permit allocation to the Owner's choice of Accumulation Periods of the
Guaranteed Interest Account with Market Value Adjustment.
CASH VALUE -- The Fund Value of the Contract, less (1) any applicable
surrender charges, (2) any market value adjustments, and (3) outstanding loan
balance including accrued interest, if any.
FUND VALUE -- The aggregate dollar value as of any Business Day of all
amounts accumulated under each of the Subaccounts, the Guaranteed Interest
Account, and the Loan Account of the Contract. If the term Fund Value is
preceded or followed by the terms Subaccount(s), the Guaranteed Interest
Account, and the Loan Account, or any one of more of those terms, Fund Value
means only the Fund Value of the Subaccount, the Guaranteed Interest Account, or
the Loan Account, as the context requires.
GUARANTEED INTEREST ACCOUNT -- A part of the Company's general account, the
Guaranteed Interest Account pays interest at a rate declared by the Company,
which the Company guarantees will not be less than 3.5%.
INVESTMENT PERIOD -- A period of time during which a declared Specified
Interest Rate is available for allocations of new Purchase Payments received or
transfers of Fund Values from the Subaccounts become effective. Investment
Periods will typically last for one month, but may be longer or shorter
depending on interest rate fluctuations in financial markets.
LOAN ACCOUNT -- A part of the Company's general account, the Loan Account
pays interest at a rate not less than 3.5% per year. For those Contracts that
have a loan provision, an amount equal to the loan requested is transferred from
one or more of the Subaccounts and/or the Guaranteed Interest Account as
determined by the Owner, subject to the provisions of the Contract, to the Loan
Account as security for the loan.
MARKET VALUE ADJUSTMENT ("MVA") -- A Market Value Adjustment is the upward
or downward adjustment in value of amounts allocated to an Accumulation Period
of the Guaranteed Interest Account with Market Value Adjustment which prior to
the maturity date of the Accumulation Period are: (1) distributed pursuant to a
surrender; (2) reallocated to a Subaccount of the Variable Account available
under the Contract as a result of a transfer requested by the Owner; (3)
distributed as a result of the death of the Contract Owner; or (4) transferred
to the Loan Account at the request of the Owner. A Market Value Adjustment
generally reflects the relationship between the prevailing interest rates at the
time of investment, prevailing interest rates
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<PAGE> 7
at the time of distribution, and the amount of time remaining in the
Accumulation Period selected. Generally, if the Specified Interest Rate is lower
than prevailing interest rates, application of the Market Value Adjustment will
result in a downward adjustment of amounts allocated to an Accumulation Period.
If the Specified Interest Rate is higher than prevailing interest rates,
application of the Market Value Adjustment will result in an upward adjustment
of amounts allocated to an Accumulation Period. The Market Value Adjustment is
applied only when amounts allocated to an Accumulation are distributed prior to
the end of the Accumulation Period.
MVA FACTOR -- The MVA Factor reflects the relationship among the following
items: (1) the rate for the Accumulation Period; (2) the rate currently declared
for an accumulation period equal to the time remaining in the Accumulation
Period from which the surrender, transfer or loan occurs, plus 0.25%; (3) the
Accumulation Period from which the surrender, transfer or loan occurs in months;
and (4) the number of elapsed months (or portion thereof) in the Accumulation
Period from which the surrender or transfer occurs. The formula is set forth on
page 8.
MATURITY DATE -- The Maturity Date is the date on which a particular
Accumulation Period of the Guaranteed Interest Account with Market Value
Adjustment matures.
MATURITY PERIOD -- The Maturity Period is the period of time during which
the value of amounts allocated to an Accumulation Period of the Guaranteed
Interest Account with Market Value Adjustment may be distributed without any
Market Value Adjustment. The Maturity Period will begin on the day following the
Maturity Date and will end on the thirtieth day after the Maturity Date.
OUTSTANDING DEBT -- Total loan balance plus any accrued loan interest.
OWNER(S) -- The owner(s) of variable annuity Contracts (which offer
Accumulation Periods of the Guaranteed Interest Account with Market Value
Adjustment) issued by the Company.
PURCHASE PAYMENT (PAYMENT) -- An amount paid to the Company by the Owner or
on the Owner's behalf as consideration for the benefits provided by the
Contract.
SPECIFIED INTEREST RATE -- The Specified Interest Rate is the interest rate
guaranteed to be credited to amounts allocated to an Accumulation Period of the
Guaranteed Interest Account with Market Value Adjustment so long as such
allocations are not distributed prior to the Maturity Period or Maturity Date
for any reason. Each Accumulation Period has its own Specified Interest Rate
which is guaranteed for that Accumulation Period. The Company, however, reserves
the right to change the Specified Interest Rate at any time at the Maturity Date
or offer other Specified Interest Rates for other Accumulation Periods.
SPECIFIED VALUE -- The Specified Value is the amount of the initial
allocation of Purchase Payments to an Accumulation Period of the Guaranteed
Interest Account with Market Value Adjustment, plus interest accrued at the
Specified Interest Rate minus surrenders, transfers and any other amounts
distributed. The Specified Value is subject to a Market Value Adjustment at all
times other than during the Maturity Period, at the Maturity Date, and upon
distribution as a result of the death of the Annuitant.
SUBACCOUNT -- A subdivision of the Variable Account.
VARIABLE ACCOUNT -- A separate investment account of the Company,
designated as MONY America Variable Account A, to which Net Purchase Payments
will be allocated at the direction of the Owner.
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SUMMARY
The Guaranteed Interest Account with Market Value Adjustment is available
to Owners of certain variable annuity Contracts issued by the Company. Owners
may elect to allocate Purchase Payments for and Fund Values of the Contracts to
their choice of Accumulation Periods made available by the Company. This
prospectus describes the Guaranteed Interest Account with Market Value
Adjustment, and must be read along with the prospectus for the Contract in the
same manner that prospectuses for MONY Series Fund, Inc. and Enterprise
Accumulation Trust must be read with the variable annuity prospectus. Copies of
the prospectuses for the Contract, MONY Series Fund, Inc., and Enterprise
Accumulation Trust and this prospectus may be obtained without charge from the
Company by calling 1-800-487-6669 or writing to MONY Life Insurance Company of
America, Mail Drop 8-27, 1740 Broadway, New York, New York 10019.
There are 4 different Accumulation Periods currently available
continuously: a 3 year Accumulation Period, a 5 year Accumulation Period, a 7
year Accumulation Period, and a 10 year Accumulation Period. Initial or
additional purchase payments made under Contracts issued by the Company, or Fund
Values in the Subaccounts of the Variable Account may be allocated at the
election of the Owner to an available Accumulation Period. There is no minimum
allocation to an Accumulation Period. (See "Allocations to the Guaranteed
Interest Account" at page 5.)
Each Accumulation Period will have a Maturity Date which will be 3, 5, 7,
or 10 years from the beginning of the month during which allocations are made
and Purchase Payments are received or Fund Values are transferred. Therefore the
Accumulation Period will end on the last day of a calendar month (the "Maturity
Date") during which the third, fifth, seventh or tenth anniversary of the
allocation to the Accumulation Period (as applicable) occurs. This means that
the Maturity Date for a 3, 5, 7, or 10 year Accumulation Period may be up to 30
days shorter than 3, 5, 7 or 10 years, respectively. For amounts which are
allocated to an Accumulation Period on, and as to which Purchase Payments are
received or transfers are effective on the first day of a calendar month will be
exactly 3, 5, 7, or 10 years, depending on the Accumulation Period selected.
(See "Specified Interest Rates and Accumulation Periods" at page 6.)
Amounts allocated to an Accumulation Period will be credited with the
Specified Interest Rate for the duration of the Accumulation Period, unless an
intervening surrender, transfer or other distribution occurs prior to the end of
the Accumulation Period. Specified Interest Rates for each Accumulation Period
are declared periodically in the sole discretion of the Company. A declared
Specified Interest Rate is available for new allocation during an Investment
Period. Investment Periods will typically last for one month, but may be longer
or shorter depending on interest rate fluctuations in financial markets. During
any particular Investment Period, any allocation of a new purchase payment or a
transfer of Fund Values previously allocated to a Subaccount to an Accumulation
Period will earn the Specified Interest Rate effective for that Investment
Period from the date on which the purchase payment is received or allocation of
Fund Values previously allocated to a Subaccount is effective for the duration
of the Accumulation Period. (See "Specified Interest Rates and Allocation
Periods" at page .)
The Specified Interest Rate will be credited to amounts allocated to an
Accumulation Period, so long as such allocations are neither surrendered nor
transferred prior to the Maturity Date for the Allocation Period. The Specified
Interest Rate is credited daily, providing an annual effective yield. (See
"Specified Interest Rates and Allocation Period" at page .)
Amounts that are surrendered, transferred or otherwise distributed from an
Accumulation Period prior to the Maturity Date of that Accumulation Period, will
be subject to a Market Value Adjustment ("MVA"). The MVA is accomplished through
the use of a factor (the "MVA Factor"), which is multiplied by that part of the
Specified Value being surrendered, transferred (including transfer to the Loan
Account as a result of a request by the Owner for a Loan), or distributed,
resulting in either an increase or a decrease in the amount of the surrender,
transfer, or distribution. The MVA Factor reflects the relationship among the
following items: (1) the rate for the Accumulation Period; (2) the rate
currently declared for an accumulation period equal to the time remaining in the
Accumulation Period from which the surrender, transfer, or distribution occurs,
plus 0.25%; (3) the Accumulation Period from which the surrender, transfer, or
distribution occurs in months; and (4) the number of elapsed months (or portion
thereof) in the Accumulation Period from which the surrender,
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<PAGE> 9
transfer, or distribution occurs. Generally, the MVA Factor approximates the
relationship among prevailing interest rates at the time of the allocation,
prevailing interest rates at time of surrender, transfer, or distribution and
the amount of time remaining in an Accumulation Period. (See "The Market Value
Adjustment -- The MVA Factor" at page .)
At least 15 days and at most 45 days prior to the Maturity Date of an
Accumulation Period, Contract Owners having Fund Values allocated to such
Accumulation Periods will be notified of the impending Maturity Date. Contract
Owners will then have the option of directing the surrender, transfer, or
distribution of the Fund Value (during the Maturity Period) without application
of any MVA. Surrenders, transfers, or distributions during the Maturity Period
(which begins the day after the Maturity Date and ends thirty days after the
Maturity Date), will not be subject to an MVA. An Owner may elect to: (1)
transfer the Fund Values of the maturing Accumulation Period to another
accumulation period of the same or different duration; or (2) transfer the Fund
Values of the maturing Accumulation Period to a Subaccount then available to the
Owner of the Contract (an Owner may also elect a Surrender or Loan). If no
election is made, the Fund Value will automatically reinvest in another period
of the same duration. If that period will extend beyond the Annuity Starting
Date or if that period is no longer offered, the Fund Value will be transferred
into the Money Market Subaccount. For the period commencing with the first day
after the Maturity Date and ending on the later of the effective date of a
surrender, transfer, or distribution or the thirtieth day following the Maturity
Date, the Fund Values allocated to the maturing Accumulation Period will be
credited with the same Specified Interest Rate in effect before the Maturity
Date. Fund Values allocated to the Accumulation Period of the Guaranteed
Interest Account with Market Value Adjustment which are surrendered during the
Maturity Period are not subject to an MVA, but may be subject to contingent
deferred sales charges under the Contract. (See "Maturity of Accumulation
Periods" at page 7.)
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DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT
WITH MARKET VALUE ADJUSTMENT
1. GENERAL
The Guaranteed Interest Account with Market Value Adjustment is an
allocation option available under certain variable annuity contracts issued by
the Company. Not all of the variable annuity contracts issued by the Company
offer the Guaranteed Interest Account with Market Value Adjustment, nor is the
Guaranteed Interest Account with Market Value Adjustment available in every
state jurisdiction. The variable annuity prospectuses describing variable
annuity contracts that offer the Guaranteed Interest Account with Market Value
Adjustment clearly disclose whether the Guaranteed Interest Account with Market
Value Adjustment is available as an allocation choice to the Owner. If the
Guaranteed Interest Account with Market Value Adjustment is available under a
variable annuity issued by the Company, the prospectus for the variable annuity
contract ("Contract") and this prospectus must be read carefully together in the
same manner that prospectuses for underlying mutual funds must be read with the
prospectus for the Contracts.
The guarantees associated with the Guaranteed Interest Account with Market
Value Adjustment are borne exclusively by the Company. The guarantees associated
with the Guaranteed Interest Account with Market Value Adjustment are legal
obligations of the Company. Fund Values allocated to the Guaranteed Interest
Account with Market Value Adjustment are held in the "General Account" of the
Company. Amounts allocated to the General Account of the Company are subject to
the liabilities arising from the business the Company conducts. The Company has
sole investment discretion over the investment of the assets of its General
Account. Contract Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment, however,
will have no claim against any particular assets of the Company.
The Guaranteed Interest Account with Market Value Adjustment provides for a
guaranteed interest rate (the "Specified Interest Rate"), to be credited as long
as any amount allocated to the Guaranteed Interest Account with Market Value
Adjustment is not distributed for any reason prior to the Maturity Date of the
particular accumulation period chosen by the Owner. Generally, a 3 year
Accumulation Period offers guaranteed interest at a Specified Interest Rate over
3 years, a 5 year Accumulation Period offers guaranteed interest at a Specified
Interest Rate over 5 years, and so on. Because every Accumulation will mature on
the last day of a calendar month, the Accumulation Period may terminate up to 30
days less than the 3, 5, 7, or 10 year Accumulation Period.
Although the Specified Interest Rate will continue to be credited as long
as Fund Values remain in an Accumulation Period of the Guaranteed Interest
Account with Market Value Adjustment prior to the Maturity Date, surrenders,
transfers (including transfers to the Loan Account as a result of a request by
the Contract Owner for a Loan), or distributions except upon the death of
Annuitant for any other reason will be subject to an MVA, as described below.
2. ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
There are three sources from which allocations to the Guaranteed Interest
Account with Market Value Adjustment may be made:
(1) an initial purchase payment made under a Contract may be wholly or
partially allocated to the Guaranteed Interest Account with Market
Value Adjustment;
(2) a subsequent or additional purchase payment made under a Contract may
be partially or wholly allocated to the Guaranteed Interest Account
with Market Value Adjustment; and
(3) amounts transferred from Subaccounts available under the Contract may
be wholly or partially allocated to the Guaranteed Interest Account
with Market Value Adjustment.
There is no minimum amount of any allocation of either Purchase Payments or
transfers of Fund Value to the Guaranteed Interest Account with Market Value
Adjustment. The Contract provides that the prior
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<PAGE> 11
approval of the Company is required before it will accept a Purchase Payment
where, with that Payment, cumulative Purchase Payments made under any one or
more Contracts held by the Owner, less the amount of any prior partial
surrenders and their Surrender Charges, exceed $1,500,000. This limit applies to
the aggregate of Fund Values in the Guaranteed Interest Account with Market
Value Adjustment and in each of the Subaccounts of the Contract
3. THE SPECIFIED INTEREST RATE AND THE ACCUMULATION PERIODS
A. SPECIFIED INTEREST RATES
The Specified Interest Rate, at any given time, is the rate of interest
guaranteed by the Company to be credited to allocations made to the Accumulation
Period for the Guaranteed Interest Account with Market Value Adjustment chosen
by the Owner, so long as no portion of the allocation is distributed for any
reason prior to the Maturity Date. Different Specified Interest Rates may be
established for the 4 different Accumulation Periods which are currently
available: 3, 5, 7, and 10 years.
The Company declares Specified Interest Rates for each of the available
Accumulation Periods from time to time. Normally, new Specified Interest Rates
will be declared monthly; however, depending on interest rate fluctuations,
declarations of new Specified Interest Rates may occur more or less frequently.
The Company observes no specific method in the establishment of the Specified
Interest Rates, but generally will attempt to declare Specified Interest Rates
which are related to interest rates associated with fixed-income investments
available at the time and having durations and cash flow attributes compatible
with the Accumulation Periods then available for the Guaranteed Interest Account
with Market Value Adjustment. In addition, the establishment of Specified
Interest Rates may be influenced by other factors, including competitive
considerations, administrative costs and general economic trends. The Company
has no way of predicting what Specified Interest Rates may be declared in the
future and there is no guarantee that the Specified Interest Rate for any of the
Accumulation Periods will exceed the guaranteed minimum effective annual
interest rate of 3.5%.
The period of time during which a particular Specified Interest Rate is in
effect for new allocations to the then available Accumulation Periods is
referred to as the Investment Period. All allocations made to an Accumulation
Period during an Investment Period are credited with the Specified Interest Rate
in effect. An Investment Period ends only when a new Specified Interest Rate
relative to the Accumulation Period in question is declared. Subsequent
declarations of new Specified Interest Rates have no effect on allocations made
to Accumulation Periods during prior Investment Periods. All such prior
allocations will be credited with the Specified Interest Rate in effect when the
allocation was made for the duration of the Accumulation Period selected.
Information concerning the Specified Interest Rates in effect for the
various Accumulation Periods can be obtained by contacting an agent of the
Company who is also a registered representative of MONY Securities Corp. or by
calling the following toll free telephone number: 1-800-736-0133.
The Specified Interest Rate is credited to allocations made to an
Accumulation Period elected by the Owner on a daily basis, resulting in an
annual effective yield which is guaranteed by the Company, unless amounts are
surrendered or transferred from that Accumulation Period for any reason prior to
the Maturity Date. The Specified Interest Rate will be credited for the entire
Accumulation Period. If amounts are surrendered or transferred from the
Accumulation Period for any reason prior to the Maturity Date, an MVA will be
applied to the amount surrendered or transferred.
B. ACCUMULATION PERIODS
For each Accumulation Period, the Specified Interest Rate in effect at the
time of the allocation to that Accumulation Period is guaranteed. An
Accululation Period always expires on a Maturity Date which will be the last day
of a calendar month; therefore, the Specified Interest Rate may be credited for
up to 30 days less than the Accumulation Period.
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<PAGE> 12
For example, if an allocation is made to a 10 year Accumulation period on
August 10, 1998 and the funds for a new Purchase Payment are received on that
day, the Specified Interest Rate for that Accumulation Period will be credited
beginning on that day until July 31, 2008; however, the Accumulation Period will
begin on August 1, 1998 and will end on July 31, 2008.
All Accumulation Periods for the 3, 5, 7, and 10 year Accumulation Periods,
respectively, will be determined in a manner consistent with the foregoing
example. Accumulation Periods will be exactly 3, 5, 7, or 10 years only when an
allocation to an Accumulation Period occurs (or the Purchase Payment is received
or the transfer of Fund Values from a Subaccount is effective) on the first day
of a calendar month.
4. MATURITY OF ACCUMULATION PERIODS
At least fifteen days and at most forty-five days prior to the end of an
Accumulation Period, the Company will send notice to the Contract Owner of the
impending Maturity Date (always the last day of a calendar month). The notice
will include the projected Fund Value held in the Accumulation Period on the
Maturity Date and will specify the various options Contract Owners may exercise
with respect to the Accumulation Period:
(1) During the thirty day period following the Maturity Date (the
"Maturity Period"), the Contract Owner may wholly or partially surrender
the Fund Value held in that Accumulation Period without an MVA; however,
surrender charges under the variable annuity Contract, if applicable, will
be assessed.
(2) During the thirty day period following the Maturity Date, the
Contract Owner may wholly or partially transfer the Fund Value held in that
Accumulation Period, without an MVA, to any Subaccount then available under
the Contract or may elect that the Fund Value held in that Accumulation
Period be held for an additional Accumulation Period of the same number of
years or for another Accumulation Period of a different number of years
which may at the time be available. A confirmation of any such transfer or
election will be sent immediately after the transfer or election is
processed.
(3) If the Contract Owner does not make an election within the
Maturity Period, the entire Fund Value held in the maturing Accumulation
Period will be transferred to an Accumulation Period of the same number of
years as the Accumulation Period which matured. However, if that period
would extend beyond the Annuity Starting Date of the Contract or if that
period is not then made available by the Company, the Fund Value held in
the maturing Accumulation Period will be automatically transferred to the
Money Market Subaccount at the end of the Maturity Period. A confirmation
will be sent immediately after the automatic transfer is executed.
During the thirty day period following the Maturity Date, and prior to any
of the transactions set forth in (1), (2), or (3) above, the Specified Value
held in the maturing Accumulation Period will continue to be credited with the
Specified Interest Rate in effect before the Maturity Date.
5. THE MARKET VALUE ADJUSTMENT ("MVA")
A. GENERAL INFORMATION REGARDING THE MVA
A surrender, transfer (including a transfer to the Loan Account as a result
of a request by the Owner for a Loan), or distribution of Specified Value of the
Guaranteed Interest Account with Market Value Adjustment held in an Accumulation
Period which are surrendered, transferred, or distributed for any reason prior
to the Maturity Date of that particular Accumulation Period, will be subject to
an MVA. The MVA is determined by the multiplication of an MVA Factor by the
Specified Value, or the portion of the Specified Value being surrendered,
transferred or distributed. The Specified Value is the amount of the allocation
of Purchase Payments and transfers of Fund Value to an Accumulation Period of
the Guaranteed Interest Account with Market Value Adjustment, plus interest
accrued at the Specified Interest Rate minus prior distributions. The MVA may
either increase or decrease the amount of the distribution.
The MVA is intended to approximate, without duplicating, the experience of
the Company when it liquidates assets in order to satisfy contractual
obligations. Such obligations arise when Contract Owners
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<PAGE> 13
request surrenders (including transfers for the purpose of obtaining a Loan), or
distributions. When liquidating assets, the Company may realize either a gain or
a loss.
If prevailing interest rates are higher than the Specified Interest Rate in
effect at the time the Accumulation Period commences, the Company will realize a
loss when it liquidates assets in order to process a surrender, loan, or
transfer; therefore, application of the MVA under such circumstances will
decrease the amount of the distribution or loan.
Generally, if prevailing interest rates are lower than the Specified
Interest Rate in effect at the time the Accumulation Period commences, the
Company will realize a gain when it liquidates assets in order to process a
surrender, loan, or transfer; therefore, application of the MVA under such
circumstances will increase the amount of the distribution or loan.
The Company measures the relationship between prevailing interest rates and
the Specified Interest Rates it declares through the MVA Factor. The MVA Factor
is described more fully below.
B. THE MVA FACTOR
The formula for determining the MVA Factor is:
[(1+a)/(1+b)](n-t)/12)-1
Where:
<TABLE>
<S> <C> <C>
a = the Specified Interest Rate for the Accumulation Period from
which the surrender, transfer or loan is to be taken;
b = the Specified Interest Rate declared at the time a surrender
or transfer is requested for an Accumulation Period equal to
the time remaining in the Accumulation Period from which the
surrender, transfer (including transfer to the Loan Account
as a result of a request by the Owner for a Loan), or
distribution is requested, plus 0.25%;
n = the Accumulation Period from which the surrender, transfer,
or distribution occurs in months; and
t = the number of elapsed months (or portion thereof) in the
Accumulation Period from which the surrender, transfer, or
distribution occurs.
</TABLE>
The MVA Factor shown above also accounts for some of the administrative and
processing expenses incurred when fixed-interest investments are liquidated.
This is represented in the addition of 0.25% in the MVA Factor.
The MVA Factor will either be greater, less than or equal to 0 and will be
multiplied by the Specified Value or that portion of the Specified Value being
surrendered, transferred, or distributed for any other reason. If the result is
greater than 0, a gain will be realized by the Contract Owner; if less than 0, a
loss will be realized. If the MVA Factor is exactly 0, no gain or loss will be
realized.
Examples of how to calculate MVAs are provided in the Appendix of this
prospectus.
6. CONTRACT CHARGES.
The Contracts under which the Guaranteed Interest Account with Market Value
Adjustment are made available have various fees and charges, some of which may
be assessed against allocations made to the Guaranteed Interest Account with
Market Value Adjustment.
Contingent deferred sales charges, if applicable, will be assessed against
full or partial surrenders from the Guaranteed Interest Account with Market
Value Adjustment. If any such surrender occurs prior to the Maturity Date for
any particular Accumulation Period elected by the Owner, the amount surrendered
will be subject to an MVA in addition to contingent deferred sales charges. The
variable annuity prospectus fully describes the contingent deferred sales
charges. Please refer to the variable annuity prospectus for complete details
regarding the contingent deferred sales charges under the Contracts.
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<PAGE> 14
Mortality and expense risk charges which may be assessed under variable
annuity Contracts will not be assessed against any allocation to the Guaranteed
Interest Account with Market Value Adjustment. Such charges apply only to the
Fund Value allocated to the Subaccounts of the Variable Account.
7. GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION
On the Annuity Starting Date, the Contract's Cash Value, including the
Specified Value of all Accumulation Periods of the Guaranteed Interest Account
with Market Value Adjustment, will be applied to provide an annuity or any other
option previously chosen by the Owner and permitted by the Company. If the Owner
elected Settlement Option 3 (Single Life Income) or 3A (Joint Life Income) the
Fund Value of the Contract will be applied. Therefore, if Settlement Options 3
or 3A were to be elected by the Owner, no surrender charge or MVA would be
applied to the Specified Value. However, if any other settlement option is
elected, or if no election is in effect on the Annuity Starting Date, a lump sum
payment will be deemed to have been elected and a MVA will apply.
INVESTMENTS
Amounts allocated to the Guaranteed Interest Account with Market Value
Adjustment are transferred to the Company's General Account. Amounts allocated
to the General Account of the Company are subject to the liabilities arising
from the business the Company conducts. This is unlike amounts allocated to the
Subaccounts of the Variable Account, which are not subject to the liabilities
arising from the business the Company conducts. The Company has sole investment
discretion over the investment of the assets of its General Account. Variable
annuity Contract Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment, however,
will have no claim against any particular assets of the Company. The Specified
Interest Rates declared by the Company for the various Accumulation Periods will
not necessarily correspond to the performance of any group of assets of the
General Account.
CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED INTEREST ACCOUNT
WITH MARKET VALUE ADJUSTMENT
The Guaranteed Interest Account with Market Value Adjustment is available
only as an allocation option under the Contracts issued by the Company. The
appropriate variable annuity prospectus and statement of additional information
should be consulted for information regarding the distribution of the Contracts.
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<PAGE> 15
RISK FACTORS
Potential purchasers should carefully consider the factors described in
"Risk Factors" as well as the other information contained in this Prospectus
before allocating purchase payments or Fund Values to the Guaranteed Interest
Account with Market Value Adjustment offered hereby. Such "Risk Factors"
include:
<TABLE>
<C> <S>
(i) the risk of losses on real estate and commercial mortgage
loans,
(ii) other risks relating to the Company's investment portfolio,
(iii) the risk that interest rate changes could make certain of
the Company's products less profitable to the Company or
less attractive to customers,
(iv) risks with respect to certain sales practice litigation,
(v) the risk of increased surrenders of certain annuities as the
surrender charges with respect to such annuities expire,
(vi) risks associated with certain economic and market factors,
(vii) the risk of variations in claims experience,
(viii) risks related to certain insurance regulatory matters,
(ix) risks of competition,
(x) risks with respect to claims paying ability ratings and
financial strength ratings,
(xi) risks with respect to Year 2000 computer programming issues,
and
(xii) risks of potential adoption of new Federal income tax
legislation and the effect of such adoption on certain of
the Company's life and annuity products.
</TABLE>
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<PAGE> 16
THE COMPANY
1. BUSINESS
A. ORGANIZATION
MONY Life Insurance Company of America (the "Company") is a stock life
insurance company organized in the state of Arizona. The Company is currently
licensed to sell life insurance and annuities in 49 states (not including New
York), the District of Columbia, the U.S. Virgin Islands and Puerto Rico. The
Company is the corporate successor of VICO Credit Life Insurance Company,
incorporated in Arizona on March 6, 1969.
The Company is a wholly owned subsidiary of The Mutual Life Insurance
Company of New York ("MONY"), organized under the laws of the State of New York
in 1842 as a mutual life insurance company. The principal offices of MONY and
the Company are at 1740 Broadway, New York, New York 10019. MONY Securities
Corp., an affiliate of the Company and MONY, is the principal underwriter for
the Contracts described in this Prospectus. The Company may purchase certain
administrative services from MONY under a services agreement, to enable the
Company to administer the Contracts.
In September 1998, MONY announced that it had begun the process of
demutualization. In September 1998, MONY received approval from the New York
State Insurance Department to present the Plan of Demutualization to MONY
policyholders and to request the approval of those policyholders of that Plan.
If completed, it is not expected that demutualization will have any material
effect on the Company. At December 31, 1997, MONY had approximately $133.2
million invested in the Company to support its insurance operations.
The Company offers a variety of forms of variable annuities, fixed
annuities, and variable universal life insurance and universal life insurance
policies on a non-participating basis. The Company is a registered investment
adviser providing investment management and administration services.
YEAR 2000 ISSUE
The Year 2000 issue is the result of widespread use of computer systems
which use two digits (rather than four) to define the applicable year. Such
programming was a common industry practice designed to avoid the significant
costs associated with the additional mainframe computer capacity which would
have been necessary to accommodate a four digit year field. As a result, any of
the Company's computer systems that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a major system failure or in miscalculations.
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and has
developed and implemented a plan to resolve the issue. The Company currently
believes that with the modifications to existing software and converting to new
software, the Year 2000 problem will not pose significant operational problems
for the Company's computer systems. However, if such modifications and
conversions are not completed on a timely basis, the Year 2000 problem may have
a material impact on the operations of the Company. Further, even if the Company
completes such modifications and conversions, there can be no assurance that the
failure by vendors or other third parties to solve the Year 2000 problem will
not have a material impact on the operations of the company.
B. DESCRIPTION OF BUSINESS
The Company offers variable annuities, fixed annuities, and variable
universal life insurance and universal life insurance policies. Recently, it
began to offer term life insurance as well. Its products are distributed largely
through the career agent field force of MONY. Together with MONY and its
affiliates MONY Securities Corp. and Enterprise Funds Distributors, Inc., the
Company is a part of an organization that also markets mutual funds and
investment management services.
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<PAGE> 17
The Company's universal life insurance policies are offered to individuals
to meet a variety of needs as well as to businesses desiring to provide payroll
deduction life insurance to their employees. The Company's universal life
insurance policies permit the policyowner to vary the amount and frequency of
periodic cash premiums they pay, depending upon the needs of the policyowner and
the availability of value within the policy necessary to keep the policy in
force by paying the various charges, including, without limitation, the cost of
insurance charges.
The Company's variable life and variable annuity products are also offered
to individuals and allow the customer to choose from among subaccounts pursuing
a wide variety of investment objectives which reflect the investment objectives
of the underlying mutual funds managed by premier mutual fund managers. These
products are attractive to customers seeking to meet a variety of objectives,
including life insurance protection and retirement accumulations, respectively.
The Company's survivorship life products insure several lives and provide
for the payment of death benefits upon the death of the last surviving insured.
The Company also offers a Corporate Sponsored Variable Life Insurance
policy to corporations to meet needs which can be met by the death benefit and
cash value accumulation provisions of the policy.
The Company's recently introduced term life insurance product is a level
term life insurance policy. It is largely distributed through the career agent
field force of MONY.
The Company also offers a variety of policy riders designed to provide
additional benefits or flexibility at the option of the policyowner. These
riders include riders that waive premium payments upon disability, pay higher
benefits in the event of accidental death, allow purchase of additional coverage
without evidence of insurability, and permit the addition of term insurance to
provide additional death benefit protection.
The Company's variable life insurance and variable annuity business has
grown substantially in recent years. In part, this growth is due to the
development of variable life insurance policies for both the individual as well
as the corporate sponsored life insurance markets. The Company also believes
that the growth of these products has been further enhanced by favorable
demographic trends, the growing tendency of Americans to supplement traditional
sources of retirement income with variable annuity products which provide the
purchaser with some ability to direct the investment strategy, and the
performance of the financial markets, particularly the U.S. stock markets, in
recent years.
C. PRODUCT SEGMENTS
The Company and MONY offer products which fall into three product segments:
Protection Products, Accumulation Products, and Other Products. The Company
offers products which fall into the first two product segments. The Company and
MONY report corporate revenues and expenses, investments and related investment
income supporting capital not specifically allocated to its product segments.
The Protection Product segment, which accounted for $ million (or
%) of the Company's operating income before federal income tax expense for
1997, consists of universal life insurance policies, variable universal life
insurance policies, survivorship life insurance policies, and, more recently,
term life insurance policies and corporate-owned life insurance products that
provide a death benefit and may also allow the customer to build cash value on a
tax-deferred basis.
As of June 30, 1998, the Company had approximately life
insurance policies in-force.
The Accumulation Product segment, which accounted for $ million
(or %) of the Company's operating income before federal income tax expense
for 1997, consists of annuity contracts that generate a return for the customer
at a specified interest rate, fixed for a prescribed period, with returns
accumulating on a tax-deferred basis. Such fixed annuity contracts consist
almost entirely of single premium deferred annuities. During 1997, the average
crediting rates on these contracts was 6.12%. Substantially all of the Company's
crediting rates on its fixed annuity contracts are guaranteed for a period not
exceeding 15 months. MONY's subsidiaries, Enterprise Capital Management, Inc.
and Enterprise Fund Distributors, Inc. which provide investment management
services and fund distribution services, respectively to the
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<PAGE> 18
Enterprise Accumulation Trust (the shares of which are made available to the
Company's separate accounts) and the Enterprise Group of Funds, a mutual fund
with 14 separate portfolios available directly to the public, are reflected in
the Accumulation Products segment.
Since early 1992, the Company has emphasized the sale of its separate
account variable annuities over its general account (fixed) annuities. The
Company believes that it benefits from a shift towards separate account variable
annuity products, as this reduces the Company's investment risks (by shifting
such risks to the separate account contractholder) and capital requirements
because the assets are held in the Company's separate accounts, while enabling
the Company to earn fee income from the management of assets held in the
separate accounts. The selection of separate accounts also permits
contractholders to choose more aggressive or conservative investment strategies
without affecting the composition and quality of assets in the Company's general
account. The growth of the Company's individual variable annuity account value
has been considerable for the past several years, which the Company attributes
to favorable demographic trends, strong sales, market appreciation and low
levels of surrenders. In addition, the Company believes there will be a
continuation in the trend among U.S. employers away from defined benefit plans
(under which the employer makes the investment decisions) toward
employee-directed, defined contribution retirement and savings plans (which
allow employees to choose from a variety of investment options), which will
benefit its accumulation business.
Sales of annuities and proprietary retail mutual funds were approximately
$728.6 million and $751.6 million, respectively in 1997. Of such sales of
annuities, $712.7 million relates to variable annuities and $15.9 million
relates to fixed annuities.
Additional information concerning the Company's and MONY's product segments
is included in Appendix A and with respect to the Company in the notes to the
financial statements of the Company.
D. REGULATION
The Company, as with other insurance companies, is subject to extensive
regulation and supervision in the jurisdictions in which it does business. Such
regulations impose restrictions on the amount and type of investments insurance
companies may hold. These regulations also affect many other aspects of
insurance companies businesses, including licensing of insurers and their
products and agents, risk-based capital requirements and the type and amount of
required asset valuation reserve accounts. These regulations are primarily
intended to protect policyholders. The Company can not predict the effect that
any proposed or future legislation may have on the financial condition or
results of operations of the Company.
Insurance companies are required to file detailed annual and quarterly
financial statements with state insurance regulators in each of the states in
which they do business, and their business and accounts are subject to
examination by such agencies at any time. In addition, insurance regulators
periodically examine an insurer's financial condition, adherence to statutory
accounting practices and compliance with insurance department rules and
regulations. Applicable state insurance laws, rather than federal bankruptcy
laws, apply to the liquidation or the restructuring of insurance companies.
As part of their routine regulatory oversight process, state insurance
departments conduct detailed examinations periodically (generally once every
three to four years) of the books, records and accounts of insurance companies
domiciled in their states. Such examinations are generally conducted in
cooperation with the departments of two or three other states under guidelines
promulgated by the National Association of Insurance Commissioners (NAIC). The
operations of the Company were examined by the Arizona Insurance Department for
each of the three years ended December 31, 1996. The report did not deal with
any matter which may reasonably be expected to result in a material effect on
the Company's financial condition or results of operations.
In recent years, a number of life and annuity insurers have been the
subject of regulatory proceedings and litigation relating to alleged improper
life insurance pricing and sales practices. Some of these insurers have incurred
or paid substantial amounts in connection with the resolution of such matters.
See "-- Legal
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<PAGE> 19
Proceedings". In addition, state insurance regulatory authorities regularly make
inquiries, hold investigations and administer market conduct examinations with
respect to insurers' compliance with applicable insurance laws and regulations.
The Company and MONY continuously monitor sales, marketing and advertising
practices, and related activities of their agents and personnel and provide
continuing education and training in an effort to ensure compliance with
applicable insurance laws and regulations. There can be no assurance that any
non-compliance with such applicable laws and regulations would not have a
material adverse effect on the Company.
E. COMPETITION
The Company believes that competition in the Company's lines of business is
based on price, product features, commission structure, perceived financial
strength, claims-paying ratings, service and name recognition. The Company
competes with a large number of other insurers as well as non-insurance
financial services companies, such as banks, broker/dealers and mutual funds,
many of whom have greater financial resources, offer alternative products or
more competitive pricing and, with respect to other insurers, have higher
ratings than the Company. Competition exists for individual consumers, employer
groups, and agents and with other distributors of insurance products. National
banks, with their preexisting customer bases for financial services products,
may pose increasing competition as a result of the United States Supreme Court's
1994 decision in NationsBank of North Carolina v. Variable Annuity Life
Insurance Company which permits national banks to sell annuity products of life
insurance companies in certain circumstances.
Several proposals to repeal or modify the Glass-Steagall Act of 1933, as
amended, and the Bank Holding Company Act of 1956, as amended, have been made by
members of Congress and the Clinton Administration. Currently, the Bank Holding
Company Act generally restricts banks from being affiliated with insurance
companies. None of these proposals has yet been enacted, and it is not possible
to predict whether any of these proposals will be enacted, or, if enacted, their
potential effect on the Company.
F. EMPLOYEES
The Company has no employees. The Company has entered into a Services
Agreement with MONY, pursuant to which MONY provides the services necessary to
operate the business of the Company.
2. PROPERTIES
The Company's administrative offices are located at 1740 Broadway, New
York, New York 10019. MONY's principal executive offices are also located there.
MONY's administrative operations offices are located in Syracuse, New York, and
the administrative services, principally related to the underwriting, issuance,
and service of the Company's policies and policyholders, as well as the
administration of claims, is conducted from those offices. MONY leases these
offices.
3. LEGAL PROCEEDINGS
In late 1995 and during 1996 a number of purported class actions were
commenced in various state and federal courts against the Company and MONY
alleging that the Company and MONY engaged in deceptive sales practices in
connection with the sale of whole and universal life insurance policies from the
early 1980s through the mid 1990s. Although the claims asserted in each case are
not identical, they seek substantially the same relief under essentially the
same theories of recovery (i.e., breach of contract, fraud, negligent
misrepresentation, negligent supervision and training, breach of fiduciary duty,
unjust enrichment and violation of state insurance and/or deceptive business
practice laws). Plaintiffs in these cases (including the Goshen case discussed
below) seek primarily equitable relief (e.g., reformation, specific performance,
mandatory injunctive relief prohibiting the Company and MONY from canceling
policies for failure to make required premium payments, imposition of a
constructive trust and creation of a claims resolution facility to adjudicate
any individual issues remaining after resolution of all class-wide issues) as
opposed to compensatory damages, although they also seek compensatory damages in
unspecified amounts. The Company and
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<PAGE> 20
MONY have answered the complaints in each action (except for one being
voluntarily held in abeyance), has denied any wrongdoing and has asserted
numerous affirmative defenses.
On June 7, 1996, the New York State Supreme Court certified the Goshen
case, being the first of the aforementioned class actions filed, as a nationwide
class consisting of all persons or entities who have, or at the time of the
policy's termination had, an ownership interest in a whole or universal life
insurance policy issued by the Company and sold on an alleged "vanishing
premium" basis during the period January 1, 1982 to December 31, 1995. On March
27, 1997, the Company and MONY filed a motion to dismiss or, alternatively, for
summary judgment on all counts of the complaint. All of the other putative class
actions have been consolidated and transferred by the Judicial Panel on
Multidistrict Litigation to the United States District Court for the District of
Massachusetts, or are being voluntarily held in abeyance pending the outcome of
the Goshen case. The Massachusetts District Court in the Multidistrict
Litigation has entered an order essentially holding all of the federal cases in
abeyance pending the outcome of the Goshen case.
On October 21, 1997, the New York State Supreme Court granted the motion
for summary judgment and dismissed all claims filed in the Goshen case against
the Company and MONY on the merits. The order by the New York State Supreme
Court has been appealed by plaintiffs and all actions before the United States
District Court for the District of Massachusetts are still pending. There can be
no assurance, however, that the present or any future litigation relating to
sales practices will not have a material adverse effect on the Company.
In addition to the foregoing, from time to time the Company is a party to
litigation and arbitration proceedings in the ordinary course of its business,
none of which is expected to have a material adverse effect on the Company.
4. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company are included in a separate section
of this prospectus.
Semi-annual and annual reports are sent to contract owners of the variable
annuity and life insurance contracts issued through registered Separate Accounts
of the Company.
The financial statements of the Company included in this prospectus, other
than the unaudited interim condensed statements, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and are included herein in
reliance upon the report of said firm given on the authority of said firm as
experts in accounting and auditing. PricewaterhouseCoopers LLP's office is
located at 1301 Avenue of the Americas, New York, New York 10019.
5. SELECTED FINANCIAL DATA
[TO BE FILED BY AMENDMENT]
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
INTRODUCTION
Management's discussion and analysis of financial condition and results of
operations of the Company for the three years ended December 31, 1997 follows.
The discussion should be read in conjunction with the consolidated financial
statements and related notes included elsewhere in this report.
Management's discussion and analysis of financial condition and results of
operations contains forward-looking statements that are intended to enhance the
reader's ability to assess the future financial performance of the Company.
These forward-looking statements are not based on historical information and are
being made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements which represent the Company's beliefs concerning future
levels of sales and redemptions of the Company's products, investment yields and
interest spread, or the earnings or profitability of the Company's activities.
Because these statements are subject to
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<PAGE> 21
numerous assumptions, risks, and uncertainties, actual results could be
materially different. The following factors, among others, may have such an
impact: changes in economic conditions; movements in interest rates and the
stock markets; competitive pressures on product pricing and services; success
and timing of business strategies; and the nature and extent of legislation and
regulatory actions and reforms. Readers are directed to consider these and other
risks and uncertainties described in more detail elsewhere in documents filed by
the Company with the Securities and Exchange Commission. The Company undertakes
no obligation to update or revise any forward-looking information, whether as a
result of new information, future events, or otherwise.
[MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION TO BE ADDED BY
AMENDMENT]
YEAR 2000
The Year 2000 issue is the result of the widespread use of computer
programs being written using two digits (rather than four) to define the
applicable year. Such programming was a common industry practice designed to
avoid the significant costs associated with additional mainframe capacity
necessary to accommodate a four digit year field. As a result, any of the
Company's computer systems that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a major system failure or miscalculations. The Company has conducted a
comprehensive review of its computer systems to identify the systems that could
be affected by the "Year 2000" problem and has developed and implemented a plan
to resolve the issue. The Company currently believes that, with modifications to
existing software and converting to new software, the Year 2000 problem will not
pose significant operational problems for the Company's computer systems.
However, if such modifications and conversions are not completed on a timely
basis, the Year 2000 problem may have a material impact on the operations of the
Company. Further, even if the Company completes such modifications and
conversions on a timely basis, there can be no assurance that the failure by
vendors or other third parties to solve the Year 2000 problem will not have a
material impact on the operations of the Company. The Company estimates the
total cost to resolve its Year 2000 problem to be approximately $
million, of which $ million has been incurred through June 30, 1998;
however, there can be no assurance that the actual cost incurred will not be
materially higher than such estimate.
D. INVESTMENTS
The following discussion should be read in conjunction with the summary
financial information presented elsewhere herein, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note
to the Financial Statements.
[TO BE ADDED BY AMENDMENT]
F. POTENTIAL TAX LEGISLATION
Congress has, from time to time, considered possible legislation that would
eliminate the deferral of taxation on the accretion of value within certain
annuities and life insurance products. The 1994 United States Supreme Court
ruling in NationsBank of North Carolina v. Variable Annuity Life Insurance
Company that annuities are not insurance for purposes of the National Bank Act
may cause Congress to consider legislation that would eliminate such tax
deferral at least for certain annuities. Other possible legislation, including a
simplified "flat tax" income tax structure with an exemption from taxation for
investment income, could also adversely affect purchases of annuities and life
insurance if such legislation were to be enacted. There can be no assurance as
to whether legislation will be enacted which would contain provisions with
possible adverse effects on the Company's annuity and life insurance products.
8. DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of the Company are listed below. The business
address for all directors and officers of MONY Life Insurance Company of America
is 1740 Broadway, New York, New York 10019.
16
<PAGE> 22
Current Officers and Directors of MONY America are:
<TABLE>
<CAPTION>
NAME POSITION AND OFFICES WITH DEPOSITOR
- - ---- -----------------------------------
<S> <C>
Michael I. Roth..................... Director, Chairman and Chief
Executive Officer
Samuel J. Foti...................... Director, President and Chief
Operating Officer
Richard E. Connors.................. Director
Richard Daddario.................... Director, Vice President, and
Controller
Phillip A. Eisenberg................ Director, Vice President and Actuary
Margaret G. Gale.................... Director and Vice President
Stephen J. Hall..................... Director
Charles P. Leone.................... Director, Vice President and Chief
Corporate Compliance Officer
Kenneth M. Levine................... Director
David S. Waldman.................... Secretary
David V. Weigel..................... Treasurer
</TABLE>
No officer or director listed above receives any compensation from the
Company in addition to compensation paid by MONY.
Biographical information for each of the individuals listed in the above
table is set forth below.
DIRECTORS AND EXECUTIVE OFFICERS. Set forth below is a description of the
business positions during at least the past five years for the directors and the
executive officers of the Company.
Michael I. Roth is Chairman of the Board and Chief Executive Officer of the
Company. He is Chairman of the Board (since July 1993) and Chief Executive
Officer (since January 1993) of MONY and has been a Trustee since May 1991. Mr.
Roth is also a director of the following subsidiaries of MONY: ARES Holdings,
Inc. (since May 1995), 1740 Advisers, Inc. (since December 1992) and MONY CS,
Inc. (since December 1989). He has also served as MONY's President and Chief
Executive Officer (from January 1993 to July 1993), President and Chief
Operating Officer (from January 1991 to January 1993) and Executive Vice
President and Chief Financial Officer (from March 1989 to January 1991). Mr.
Roth has been with MONY for 9 years. Mr. Roth also served on the board of
directors of the American Council of Life Insurance and serves on the boards of
directors of the Life Insurance Council of New York, Insurance Marketplace
Standards Association, Enterprise Foundation (a charitable foundation not
affiliated with the Enterprise Group of Funds which develops housing),
Metropolitan Development Association of Syracuse and Central New York,
Enterprise Group of Funds, Inc., Enterprise Accumulation Trust, Pitney Bowes,
Inc. and Promus Hotel Corporation.
Samuel J. Foti is President and Chief Operating Officer of the Company. He
is President and Chief Operating Officer (since February 1994) of MONY and has
been a Trustee since January 1993. Mr. Foti is also a director of the following
subsidiaries of MONY: MONY Brokerage, Inc. (since January 1990), MONY
International Holdings, Inc. (since October 1994), MONY Life Insurance Company
of the Americas, Ltd., (since December 1994) and MONY Bank & Trust Company of
the Americas, Ltd. (since December 1994). He has also served as MONY's Executive
Vice President (from January 1991 to February 1994) and Senior Vice President
(from April 1989 to January 1991). Mr. Foti has been with MONY for 10 years. Mr.
Foti also serves on the board of directors of the Life Insurance Marketing and
Research Association, where he served as Chairman from October 1996 through
October 1997, Enterprise Group of Funds, Inc., Enterprise Accumulation Trust and
The American College.
Richard Daddario is Executive Vice President and Chief Financial Officer of
the Company. He is Executive Vice President and Chief Financial Officer (since
April 1994) of MONY. Mr. Daddario is also a director of the following
subsidiaries of MONY: ARES Holdings, Inc. (since May 1995) and MONY Brokerage,
Inc. (since June 1997) and MONY Life Insurance Company of the Americas, Ltd.
(since
17
<PAGE> 23
December 1997). He has also served as MONY's Chief Financial Officer (from
January 1991 to present) and Senior Vice President (from July 1989 to April
1994). Mr. Daddario has been with MONY for 9 years.
Kenneth M. Levine is Executive Vice President and Chief Investment Officer
of the Company. He is Executive Vice President (since February 1990) and Chief
Investment Officer (since January 1991) of MONY and has been a Trustee since May
1994. Mr. Levine is also a director of the following subsidiaries of MONY: ARES
Holdings, Inc. (since May 1995), ARES, Inc. (since July 1997), 1740 Advisers,
Inc. (since December 1989), MONY Funding, Inc. (since October 1991), MONY Realty
Partners, Inc. (since October 1991) and 1740 Ventures, Inc. (since October
1991). He has also served as MONY's Senior Vice President -- Pensions (from
January 1988 to February 1990). Prior to that time, Mr. Levine held various
management positions within MONY. Mr. Levine has been with MONY for 25 years.
Richard E. Connors is Senior Vice President of MONY (since February 1994).
Mr. Connors is also a director of the following subsidiary of MONY: MONY
Brokerage, Inc. (since May 1994). He has also served as MONY's Regional Vice
President -- Western Region (from June 1991 to February 1994), Vice
President -- Small Business Marketing (from January 1990 to June 1991) and Vice
President -- Manpower Development (from March 1988 to January 1990). Mr. Connors
has been with MONY for 10 years.
Phillip A. Eisenberg is Senior Vice President and Chief Actuary of MONY
(since April 1993). He has also served as MONY's Vice President -- Individual
Financial Affairs (from January 1989 to March 1993). Prior to that time, Mr.
Eisenberg held various positions within MONY. Mr. Eisenberg has been with MONY
for 34 years.
Margaret G. Gale is Vice President of MONY (since February 1991). She has
also served as Vice President -- Policyholder Services (from 1988 to 1991). Ms.
Gale has been with MONY for 20 years.
Stephen J. Hall is Senior Vice President of MONY (since February 1994). Mr.
Hall is also a director of the following subsidiary of MONY: MONY Brokerage,
Inc. (since October 1991). He has also served as MONY's Vice President & Chief
Marketing Officer (from November 1990 to February 1994) and prior to that time
was manager of MONY's Boise, Idaho insurance agency. Mr. Hall has been with MONY
for 24 years.
Charles P. Leone is Vice President and Chief Corporate Compliance Officer
of MONY (since 1996). He has also served as Vice President of MONY (from 1987 to
1996). Mr. Leone has been with MONY for 35 years.
David S. Waldman is Assistant Vice President and Senior
Counsel -- Operations (since 1992). He has also served as Assistant General
Counsel of MONY (from 1986 to 1992). Mr. Waldman has been with MONY for 16
years.
David V. Weigel is Vice President -- Treasurer of MONY (since 1994). He has
also served as Assistant Treasurer of MONY (from 1986 to 1994). Mr. Weigel has
been with MONY for 25 years.
9. EXECUTIVE COMPENSATION
None of the directors, officers, or other personnel receives any
compensation from the Company. All compensation is being paid by MONY, with an
allocation of their compensation to be made for services rendered to the Company
pursuant to a cost allocation agreement.
10. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
(1) Financial Statements:
Independent Auditors' Report
Balance Sheets as of December 31, 1997 and 1996
Statements of Income and Comprehensive Income for the years
ended December 31, 1997, 1996, and 1995
Statements of Shareholder's Equity for the years ended
December 31, 1997, 1996, and 1995
18
<PAGE> 24
Statements of Cash Flows for the years ended December 31,
1997, 1996, and 1995
Notes to Financial Statements
Unaudited Interim Condensed Balance Sheet as of June 30,
1998
Unaudited Interim Condensed Statements of Income and
Comprehensive Income for the six month periods ended June
30, 1998 and 1997
Unaudited Interim Condensed Statements of Cash Flows for the
six month periods ended June 30, 1998 and 1997
Notes to Unaudited Interim Condensed Financial Statements
19
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not Applicable
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The By-Laws of MONY Life Insurance Company of America provide, in Article
VI as follows:
SECTION 1. The Corporation shall indemnify any existing or former
director, officer, employee or agent of the Corporation against all expenses
incurred by them and each of them which may arise or be incurred, rendered or
levied in any legal action brought or threatened against any of them for or on
account of any action or omission alleged to have been committed while acting
within the scope of employment as director, officer, employee or agent of the
Corporation, whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court, all subject
and pursuant to the provisions of the Articles of Incorporation of this
Corporation.
SECTION 2. The indemnification provided in this By-Law shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Registrant of expense incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, will (unless in the opinion of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During December 1997, the Company issued $37,000,000 of its corporate
sponsored variable universal life insurance policies to a corporate purchaser in
a private placement transaction.
Through September 1, 1998, the Company issued $50,000,000 of its corporate
sponsored variable universal life insurance policies to corporate purchasers in
4 private placement transactions.
The issuance of these insurance policies are exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.
II-1
<PAGE> 26
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S> <C>
1 -- Form of Underwriting Agreement
Distribution Agreement among MONY Life Insurance Company of
America, MONY Securities Corp., and MONY Series Fund, Inc.,
filed as Exhibit 3(a) of Post-Effective Amendment No. 3,
dated February 28, 1991, to Registration Statement No.
33-20453, is incorporated herein by reference.
3 -- Articles of Incorporation and By-Laws of MONY Life Insurance
Company of America
Articles of Incorporation and By-Laws of the Company, filed
as Exhibits 6(a) and 6(b), respectively, of Registration
Statement No. 33-13183, dated April 6, 1987, is incorporated
herein by reference.
4 -- Form of Policy
Proposed forms of Flexible Payment Variable Annuity
Contracts, filed as Exhibit 4 of Registration Statement No.
333-59717, dated July 23, 1998, is incorporated herein by
reference.
5 -- Opinion of Counsel
Opinion and consent of Edward P. Bank, Vice President and
Deputy General Counsel, The Mutual Life Insurance Company of
New York, as to legality of the securities being registered,
to be filed by amendment
10 -- Material Contracts
Services Agreement between The Mutual Life Insurance Company
of New York and MONY Life Insurance Company of America filed
as Exhibit 5(ii) to Pre-Effective Amendment to Registration
Statement (Registration Nos. 2-95501 and 811-4209) dated
July 19, 1985, is incorporated herein by reference.
23 -- Consent of experts and counsel
Consent of PricewaterhouseCoopers LLP, to be filed by
amendment
Consent of Edward P. Bank, Esq., to be filed by amendment
27 -- Financial Data Schedule
To be filed by amendment
</TABLE>
(b) Financial Statement Schedules
To be filed by amendment
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or deletion of a
managing underwriter;
II-2
<PAGE> 27
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(5) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(6) The undersigned registrant undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required
by the underwriters to permit prompt delivery to each purchaser.
II-3
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
MONY Life Insurance Company of America, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York, on this 29th day
of September, 1998.
MONY LIFE INSURANCE
COMPANY OF AMERICA
By: /s/ MICHAEL I. ROTH
------------------------------------
Michael I. Roth, Director,
Chairman of
the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<C> <S> <C>
/s/ MICHAEL I. ROTH Director, Chairman of the September 29, 1998
- - ------------------------------------------------ Board and Chief Executive
Michael I. Roth Officer
/s/ SAMUEL J. FOTI Director, President and September 29, 1998
- - ------------------------------------------------ Chief Operating Officer
Samuel J. Foti
/s/ RICHARD DADDARIO Director, Vice President and September 29, 1998
- - ------------------------------------------------ Controller (Principal
Richard Daddario Financial and Accounting
Officer)
/s/ KENNETH M. LEVINE Director and Executive Vice September 29, 1998
- - ------------------------------------------------ President
Kenneth M. Levine
/s/ PHILLIP A. EISENBERG Director, Vice President and September 29, 1998
- - ------------------------------------------------ Chief Actuary
Phillip A. Eisenberg
/s/ MARGARET G. GALE Director and Vice President September 29, 1998
- - ------------------------------------------------
Margaret G. Gale
/s/ CHARLES P. LEONE Director and Vice President September 29, 1998
- - ------------------------------------------------
Charles P. Leone
/s/ RICHARD E. CONNORS Director September 29, 1998
- - ------------------------------------------------
Richard E. Connors
/s/ STEPHEN J. HALL Director September 29, 1998
- - ------------------------------------------------
Stephen J. Hall
</TABLE>
II-4
