<PAGE>
As Filed with the Securities and Exchange Commission on March 18, 1997
Registration No. 333-22557
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NUMBER 1
TO
FORM S-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
Massachusetts Mutual Variable Life Separate Account I
-----------------------------------------------------
(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
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1295 State Street
Springfield, Massachusetts 01111
(Address of Principal Executive Office)
Thomas Finnegan, Corporate Secretary
------------------------------------
1295 State Street
Springfield, Massachusetts 01111
(Name and Address of Agent for Service of Process)
FLEXIBLE PREMIUM GROUP VARIABLE LIFE
Approximate date of proposed public offering: As soon as possible after the
effective date of this Registration Statement.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
hereby declares that an indefinite amount of its securities is being registered
under the Securities Act of 1933.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said section, may determine.
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
[Registrant hereby incorporates by reference the reconciliation and tie between
chart contained in its initial Registration Statement filed on February 28,
1997.]
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Variable Rider
to
Group Flexible Premium Adjustable Life Insurance Certificate
This prospectus describes a variable rider issued in connection with
certificates issued to individuals participating under group flexible premium
adjustable life insurance policies issued by Massachusetts Mutual Life Insurance
Company ("MassMutual"). The group policies allow individual owners to elect
certificates offering participation in MassMutual's fixed account and to elect a
rider to the certificate offering additional participation in a separate account
of MassMutual. The certificates issued to individuals who also elect the
variable rider are referred to herein as "Policies" or "Policy." The Policy
provides lifetime insurance protection and has flexibility with respect to
premium payments. Payments are based upon the Selected Face Amounts chosen in
the Enrollment Form or Application. Policyowners have several investment
alternatives from which to choose. An individual Policyowner may generally
allocate the premium for his or her Policy among a Guaranteed Principal Account
("GPA") and the sixteen Separate Account divisions of a designated segment (the
"GVUL Segment") of Massachusetts Mutual Variable Life Separate Account I (the
"Separate Account") after certain deductions have been made. (For details see
"Deductions From Premiums.") At any one time, only eight divisions of the
Separate Account plus the GPA are available to a Policyowner. The GVUL Segment
of the Separate Account is divided into sixteen divisions (the "Divisions"). One
division (the "MML Equity Index Division") invests in one fund of the MML Series
Investment Fund (the "MML Trust"); nine divisions, (the "Oppenheimer
Divisions"), invest in nine funds of Oppenheimer Variable Account Funds (the
"Oppenheimer Trust"); and six divisions, (the "Panorama Divisions"), invest in
six series of the Panorama Series Fund, Inc. (the "Panorama Fund").
The Death Benefit may, and Cash Surrender Value of a Policy most likely will,
vary up or down depending on the investment performance of the Divisions of the
Separate Account. While there is no guaranteed minimum Cash Surrender Value for
a Policy invested in the Separate Account, a Policy's Death Benefit will never
be less than its Selected Face Amount. The Cash Surrender Value can increase,
decrease, or remain level each year based upon the Selected Face Amount and
Death Benefit Option chosen by the Policyowner, subject to certain rules
established by MassMutual. Furthermore, the Policy will not lapse provided there
is sufficient Account Value available to pay applicable monthly charges. (For
details see "Account Value Charges" and "Separate Account Charges")
The Divisions have distinct investment portfolios. The MML Equity Index Division
invests in shares of MML Equity Index Fund, which invests substantially all its
assets, to the extent practicable, in the stocks that compose the Standard &
Poor's 500 Composite Stock Price Index. The Oppenheimer Money Division invests
in shares of Oppenheimer Money Fund which invests primarily in "money market"
securities consistent with low capital risk and maintenance of liquidity. The
Oppenheimer Bond Division invests in shares of Oppenheimer Bond Fund which
invests primarily in high yield fixed-income securities. The Oppenheimer
Strategic Bond Division invests in shares of Oppenheimer Strategic Bond Fund
which invests primarily in: (i) foreign government and corporate debt
securities; (ii) U.S. government securities; and (iii) lower-rated high yield,
high-risk debt securities. The Oppenheimer High Income Division invests in
shares of Oppenheimer High Income Fund which invests primarily in lower-rated,
high yield, high
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risk income securities. The Oppenheimer Growth & Income Division invests in
shares of Oppenheimer Growth & Income Fund which invests primarily in equity and
debt securities. The Oppenheimer Multiple Strategies Division invests in shares
of Oppenheimer Multiple Strategies Fund which invests primarily in common stocks
and other equity securities, bonds, other debt securities and "money market
securities." The Oppenheimer Growth Division invests in shares of Oppenheimer
Growth Fund which invests primarily in securities of well-known companies. The
Oppenheimer Capital Appreciation Division invests in shares of Oppenheimer
Capital Appreciation Fund which invests primarily in securities of growth-type
companies. The Oppenheimer Global Securities Division invests in shares of
Oppenheimer Global Securities Fund which invests primarily in securities of
foreign issuers, growth type companies, cyclical industries and special
situations which are believed will appreciate in value. The Panorama Total
Return Division invests in shares of the Panorama Total Return Portfolio which
invests primarily in stocks, corporate bonds, U.S. Government securities, and
money market instruments. The Panorama Growth Division invests in shares of the
Panorama Growth Portfolio which invests primarily in common stocks with low
price-earnings ratios and better than anticipated earnings. The Panorama
International Equity Division invests in shares of the Panorama International
Equity Portfolio which invests primarily in equity securities of companies based
outside of the United States. The Panorama LifeSpan Capital Appreciation
Division invests in shares of the Panorama LifeSpan Capital Appreciation
Portfolio which invests in a strategically allocated portfolio consisting
primarily of equity securities. The Panorama LifeSpan Balanced Division invests
in shares of the Panorama LifeSpan Balanced Portfolio which invests in a
strategically allocated portfolio of equity securities and fixed income
securities with a slightly stronger focus on equity securities. The Panorama
LifeSpan Diversified Income Division invests in shares of the Panorama LifeSpan
Diversified Income Portfolio which invests in a strategically allocated
portfolio with a focus on fixed income securities. (Collectively, these sixteen
funds are referred to as the "Funds.") The shares of the underlying Funds
purchased by the Divisions are held by MassMutual as custodian of the Separate
Account. (For details regarding the charges against the Separate Account, see
"Separate Account Charges.")
All Policies are serviced through MassMutual's Home Office which is located in
Springfield, Massachusetts. The mailing address is Massachusetts Mutual Life
Insurance Company, Springfield, Massachusetts 01111. The telephone number is
(413) 788-8411.
SUBJECT TO COMPLETION - MARCH 18, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
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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.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUSES OF THE MML
EQUITY INDEX FUND, OPPENHEIMER VARIABLE ACCOUNT FUNDS, AND PANORAMA SERIES FUND,
INC.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO
OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.
REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO
ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE GROUP FLEXIBLE PREMIUM ADJUSTABLE
LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE RIDER OFFERED BY THIS
PROSPECTUS IN ANY JURISDICTION TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION IN SUCH JURISDICTION.
[Registrant hereby incorporates by reference the prospectus contained in its
initial Registration Statement filed on February 28, 1997.]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Article V of the Bylaws of MassMutual provide for indemnification of directors
and officers as follows:
Article V. Subject to limitations of law, the Company shall indemnify:
(a) each director, officer or employee;
(b) any individual who serves at the request of the Company as a
Secretary, a director, board member, committee member, officer or
employee of any organization or any separate investment account; or
(c) any individual who serves in any capacity with respect to any
employee benefit plan; from and against all loss, liability and expense
imposed upon or incurred by such person in connection with any action,
claim or proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves in such
capacity and shall include protection for the person's heirs and legal
representatives. Indemnities hereunder shall include, but not be limited to, all
costs and reasonable counsel fees, fines, penalties, judgments or awards of any
kind, and the amount of reasonable settlements, whether or not payable to the
Company or to any of the other entities described in the preceding paragraph, or
to the policyholders or security holders thereof
Notwithstanding the foregoing, no indemnification shall be provided with respect
to:
(1) any matter as to which the person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the
Company or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan;
(2) any liability to any entity which is registered as an investment
company under the Federal Investment Company Act of 1940 or to the
security holders thereof, where the
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basis for such liability is willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
office; and
(3) any action, claim or proceeding voluntarily initiated by any person
seeking indemnification, unless such action, claim or proceeding had been
authorized by the Board of Directors or unless such person's
indemnification is awarded by vote of the Board of Directors.
In any matter disposed of by settlement or in the event of an adjudication which
in the opinion of the General Counsel or his delegate does not make a sufficient
determination of conduct which could preclude or permit indemnification in
accordance with the preceding paragraphs (1), (2) and (3), the person shall be
entitled to indemnification unless, as determined by the majority of the
disinterested directors or in the opinion of counsel (who may be an officer of
the Company or outside counsel employed by the Company), such person's conduct
was such as precludes indemnification under any of such paragraphs.
The Company may at its option indemnify for expenses incurred in connection with
any action or proceeding in advance of its final disposition, upon receipt of a
satisfactory undertaking for repayment if it be subsequently determined that the
person thus indemnified is not entitled to indemnification under this Article V.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") 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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
REPRESENTATION UNDER SECTION 26(e)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that fees and
charges deducted under the Variable Account Rider to the Group Universal Life
Insurance Policy Certificate described in this Registration Statement and
deducted under the Rider, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Massachusetts Mutual Life Insurance Company.
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CONTENTS OF THE REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consists of 51 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933.
Representation under Section 26(e)(2)(a) of the Investment Company Act of 1940.
The signatures.
Written consents of the following persons:
1. Coopers & Lybrand, L.L.C. [to be filed]
2. Actuarial consent [to be filed]
3. Counsel opining as to the legality of securities being
registered [to be filed]
4. Opinion opining as to actuarial matters contained in the
Registration Statement by C. Dale Games, Vice President [to
be filed]
The following exhibits:
1. Exhibit 1
(Exhibits required by paragraph A of the instructions to Form N-8B-2)
(1) (a) Resolution of the Board of Directors of
Massachusetts Mutual Life Insurance Company
authorizing the establishment of the Separate
Account.*
(b) Resolution of the Board of Directors of
Massachusetts Mutual Life Insurance Company
authorizing the establishment of the GVUL
Segment of Massachusetts Mutual Variable Life
Separate Account I.*
(2) Not Applicable.
(3) (a) Form of Distribution Servicing Agreement
between MML Distributors, LLC, and MassMutual.*
(b) Form of Co-Underwriting Agreement between MML
Investors Services, Inc. and MassMutual.*
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(c) Form of Broker Dealer Selling Agreement.*
(4) Not Applicable.
(5) Form of Group Flexible Premium Adjustable Life
Insurance Certificate To Age 95 with Variable Rider.*
(6) Organizational documents of the Company.
(a) Certificate of Incorporation of MassMutual.*
(b) By-Laws of MassMutual.*
(7) Not Applicable.
(8) (a) Form of Participation Agreement with
Oppenheimer Variable Account Funds.*
(b) Form of Participation Agreement with Panorama
Series Fund, Inc.*
(9) Not Applicable.
(10) (a) Form of Enrollment Form [to be filed].
(b) Form of Application [to be filed].
(c) Form of Variable Account Rider is included in
Exhibit 1 above.
2. Opinion and Consent of Counsel as to the legality of the
securities being registered. [to be filed]
3. No financial statement will be omitted from the Prospectus
pursuant to Instruction 1(b) or (c) of Part I.
4. Not Applicable.
5. Opinion and consent of C. Dale Games opining as to actuarial
matters pertaining to the securities being registered.
[to be filed].
6. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii)
under the Investment Company Act of 1940. [to be filed].
7. Consent of Independent Accountants. [to be filed].
8. Powers of Attorney.*
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27. Financial Data Schedule. [to be filed after GVUL Segment of
Separate Account commences operation].
*Filed with Registrant's Initial Registration Statement on February 28, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account I has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, all in the city of Springfield and the Commonwealth of
Massachusetts, on the 18th day of March, 1997.
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Thomas B. Wheeler*
---------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe
- -------------------
*Richard M. Howe - On March 18, 1997, as Attorney-in-Fact pursuant to powers of
attorney filed with the Initial Registration Statement on February 28, 1997.
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following person in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas B. Wheeler* Chief Executive Officer and March 18, 1997
- --------------------- Chairman of the Board
Thomas B. Wheeler
/s/ John J. Pajak* President and Chief March 18, 1997
- ----------------- Operating Officer
John J. Pajak
/s/ Daniel J. Fitzgerald* Chief Financial Officer March 18, 1997
- ------------------------ & Chief Accounting Officer
Daniel J. Fitzgerald
/s/ Roger G. Ackerman* Director March 18, 1997
- ---------------------
Roger G. Ackerman
/s/ James R. Birle* Director March 18, 1997
- ------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director March 18, 1997
- --------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director March 18, 1997
- -------------
Gene Chao
/s/ Patricia Diaz Dennis* Director March 18, 1997
- ------------------------
</TABLE>
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Patricia Diaz Dennis
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Anthony Downs* Director March 18, 1997
- -----------------
Anthony Downs
/s/ James L. Dunlap* Director March 18, 1997
- -------------------
James L. Dunlap
/s/ William B. Ellis* Director March 18, 1997
- --------------------
William B. Ellis
/s/ Robert M. Furek* Director March 18, 1997
- -------------------
Robert M. Furek
/s/ Charles K. Gifford* Director March 18, 1997
- ----------------------
Charles K. Gifford
/s/ William N. Griggs* Director March 18, 1997
- ---------------------
William N. Griggs
/s/ George B. Harvey* Director March 18, 1997
- --------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director March 18, 1997
- --------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director March 18, 1997
- --------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director March 18, 1997
- ------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director March 18, 1997
- -------------------
John F. Maypole
/s/ Donald F. McCullough* Director March 18, 1997
- ------------------------
Donald F. McCullough
/s/ Barbara S. Preiskel* Director March 18, 1997
- -----------------------
Barbara S. Preiskel
/s/ Alfred M. Zeien* Director March 18, 1997
- -------------------
Alfred M. Zeien
/s/ Richard M. Howe
- -------------------
</TABLE>
*Richard M. Howe - On March 18, 1997, as Attorney-in-Fact pursuant to powers of
attorney filed with the Initial Registration Statement on February 28, 1997.
12
