<PAGE>
As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 33-47927
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-6
POST-EFFECTIVE
AMENDMENT No. 9
To REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
----------------
Metropolitan Life Separate Account UL
(Exact name of trust)
Metropolitan Life Insurance Company
(Name of depositor)
1 Madison Avenue
New York, New York 10010
(Complete address of depositor's principal executive offices)
----------------
GARY A. BELLER, ESQ.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Name and complete address of agent for service)
----------------
Copies to:
GARY O. COHEN, ESQ. and THOMAS C. LAUERMAN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
----------------
It is proposed that the filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[X] on April 2, 1999 pursuant to paragraph (a)(1) of Rule 485
[_] on (date), pursuant to paragraph (a) of Rule 485
This filing is made in reliance on Rule 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 to register an indefinite amount of interests in
Metropolitan Life Separate Account UL which funds certain variable universal
life insurance policies.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
METROPOLITAN LIFE INSURANCE COMPANY
Cross-Reference Table
<TABLE>
<CAPTION>
Items of Captions in Prospectuses
Form N-8B-2 ------------------------
- -----------
<S> <C>
1...................... Cover Page
2...................... SUMMARY; METLIFE
3...................... Inapplicable
4...................... SALES AND ADMINISTRATION OF THE POLICIES
5, 6, 7................ SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND
8...................... FINANCIAL STATEMENTS
9...................... Inapplicable
10(a)................... OTHER POLICY PROVISIONS; POLICY RIGHTS
10(b)................... OTHER POLICY PROVISIONS
10(c), 10(d)............ SUMMARY; POLICY BENEFITS; POLICY RIGHTS; PAYMENT AND
ALLOCATION OF PREMIUMS; THE FIXED ACCOUNT; OTHER
POLICY PROVISIONS
10(e)................... PAYMENT AND ALLOCATION OF PREMIUMS
10(f)................... VOTING RIGHTS
10(g)(1)-(3), 10(h)(1)-
(3).................... RIGHTS WE RESERVE
10(g)(4), 10(h)(4)...... Inapplicable
10(i)................... POLICY BENEFITS; PAYMENT AND ALLOCATION OF PREMIUMS
11...................... SUMMARY; SEPARATE ACCOUNT UL; THE METROPOLITAN SE-
RIES FUND
12(a)................... Cover Page
12(b), 12(e)............ Inapplicable
12(c), 12(d)............ SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectuses
- ----------- ------------------------
<S> <C>
13(a), 13(b), 13(c), SUMMARY; CHARGES AND DEDUCTIONS; SEPARATE ACCOUNT
13(d)................... UL; THE METROPOLITAN SERIES FUND; POLICY BENEFITS
13(e).................... SALES AND ADMINISTRATION OF THE POLICIES
13(f), 13(g)............. Inapplicable
14....................... ISSUING OF A POLICY
15....................... PAYMENT AND ALLOCATION OF PREMIUMS
16....................... SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND
17(a), 17(b)............. Captions referenced under Items 10(c), 10(d), 10(e)
and 10(i) above
17(c).................... Inapplicable
18(a), 18(c)............. SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND
18(b), 18(d)............. Inapplicable
19....................... SALES AND ADMINISTRATION OF THE POLICIES; VOTING
RIGHTS; REPORTS
20(a), 20(b)............. RIGHTS WE RESERVE; SEPARATE ACCOUNT UL; THE METRO-
POLITAN SERIES FUND
20(c), 20(d), 20(e),
20(f)................... Inapplicable
21(a), 21(b)............. POLICY RIGHTS
21(c), 22................ Inapplicable
23....................... SALES AND ADMINISTRATION OF THE POLICIES
24....................... OTHER POLICY PROVISIONS
25....................... METLIFE
26....................... CHARGES AND DEDUCTIONS
27....................... METLIFE
28....................... MANAGEMENT
29....................... Inapplicable
30, 31, 32, 33, 34....... Inapplicable
35....................... GETTING MORE INFORMATION
36, 37................... Inapplicable
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectuses
- ----------- ------------------------
<S> <C>
38........................ SALES AND ADMINISTRATION OF THE POLICIES; DISTRIBU-
TION OF THE POLICIES
39........................ SUMMARY--METLIFE; SALES AND ADMINISTRATION OF THE
POLICIES
40(a)..................... Inapplicable
40(b)..................... SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND;
CHARGES AND DEDUCTIONS
41(a)..................... SUMMARY; METLIFE; SALES AND ADMINISTRATION OF THE
POLICIES
41(b), 41(c), 42, 43...... Inapplicable
44(a)..................... SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND;
POLICY BENEFITS
44(b)..................... Inapplicable
44(c)..................... CHARGES AND DEDUCTIONS
45........................ Inapplicable
46........................ Captions referenced under Item 44 above
47........................ Captions referenced under Items 10(c) and 16 above
48, 49.................... Inapplicable
50........................ SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND
51(a), 51(b).............. SUMMARY; METLIFE; POLICY BENEFITS; POLICY RIGHTS
51(c), 51(d), 51(e)....... Captions referenced under Item 10(i) above
51(f)..................... PAYMENT AND ALLOCATION OF PREMIUMS
51(g)..................... Captions referenced under Items 10(i) and 13 above
51(h), 51(j).............. Inapplicable
51(i)..................... SALES AND ADMINISTRATION OF THE POLICIES
52(a), 52(c).............. RIGHTS WE RESERVE
52(b), 52(d).............. Inapplicable
53(a)..................... FEDERAL TAX MATTERS
53(b), 54 through 58...... Inapplicable
59........................ FINANCIAL STATEMENTS
</TABLE>
iii
<PAGE>
PROSPECTUS U
FOR
L
UL2001, a Flexible Premium Multifunded
Life Insurance Policy 2
Issued by Metropolitan Life Insurance Company
May 1, 1999 0
The Policy is designed to provide: 0
.Life insurance coverage 1
.Flexible premium payments
.A choice among three death benefit options
.A choice among different guaranteed minimum death benefit durations
. Funding options for allocating premium payments to and transferring cash
value among a fixed interest account and the following Separate Account UL
investment divisions:
State Street Research Aggressive Neuberger Berman Partners Mid Cap Value
Growth
State Street Research Diversified Scudder Global Equity
State Street Research Growth T. Rowe Price Large Cap Growth
State Street Research Income T. Rowe Price Small Cap Growth
Santander International Stock Lehman Brothers Aggregate Bond Index
(formerly State Street Research
International Stock)
Harris Oakmark Large Cap Value MetLife Stock Index
Janus Mid Cap Morgan Stanley EAFE Index
Loomis Sayles High Yield Bond Russell 2000 Index
A word about risk:
This Prospectus discusses the risks associated with purchasing the Policy. The
Metropolitan Series Fund, Inc. (the "Fund") prospectus discusses the risks
associated with investment in the Fund. The Fund prospectus is being provided
to you in addition to this Prospectus because each of the Separate Account UL
investment divisions named above invest solely in a corresponding "Portfolio"
of the Fund. The Prospectus is not valid unless you also receive or have
received a current Fund prospectus.
The purchase of the Policy involves risk. You could lose money. You might have
to pay additional amounts of premium to avoid losing the life insurance
protection you purchased through a Policy.
How to learn more:
Before purchasing a Policy, read the information in this Prospectus and in the
Fund prospectus. Keep these prospectuses for future reference.
---------------
Neither the Securities and Exchange Commission ("SEC") nor any state
securities authority has approved or disapproved these securities, nor have
they determined if this Prospectus is accurate or complete. This prospectus
does not constitute an offering in any jurisdiction where such offering may
not lawfully be made. Any representation otherwise is a criminal offense.
Interests in the Separate Account and the Fixed Account are not deposits or
obligations of, or insured or guaranteed by, the U.S. Government, any bank or
other depository institution including the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency or entity or
person. We do not authorize any representations about this offering other than
as contained in this Prospectus or its supplements or in our authorized
supplemental sales material.
<PAGE>
<TABLE>
<CAPTION>
Page
in this
Subject Prospectus
------- ----------
<S> <C>
Summary......................................... 2
MetLife......................................... 6
Separate Account UL............................. 7
The Fixed Account............................... 7
The Metropolitan Series Fund, Inc............... 7
Issuing a Policy................................ 8
Policy Benefits................................. 9
Policy Rights................................... 15
Payment and Allocation of Premiums.............. 18
Charges and Deductions.......................... 20
Federal Tax Matters............................. 23
Showing Performance............................. 25
Rights We Reserve............................... 25
Other Policy Provisions......................... 25
Sales and Administration of the Policies........ 27
Voting Rights................................... 28
Reports......................................... 28
Illustration of Policy Benefits................. 29
Getting More Information........................ 29
Legal Matters and Experts....................... 30
Appendix 1--Management.......................... A-1
Appendix 2--Financial Statements................ B-1
</TABLE>
Summary
This summary gives an overview of the Policy and is qualified by the more
detailed information in the Prospectus and the Policy.
MetLife issues the Policy. The Policy is designed to meet your changing life
insurance needs. In addition to the base Policy, optional insurance benefits
may also be added to your coverage.
Premiums
The Policy allows flexibility in making premium payments. There are certain
minimum premium requirements to keep the Policy in force during the first
Policy year and, if you wish, to keep the guaranteed minimum death benefit in
effect. Other than these minimum premium payment requirements, the Policy will
remain in force as long as the cash surrender value is large enough to cover
one monthly deduction, regardless of whether or not premium payments have been
made.
Cash Value
Your cash value in the Policy reflects your premium payments, the charges we
deduct, interest we credit if you have cash value in our fixed interest
account, any investment experience you have in our Separate Account, as well as
your loan and withdrawal activity. MetLife doesn't guarantee the investment
performance of the Separate Account UL investment divisions and you should
consider your risk tolerance before selecting any these funding options.
2
<PAGE>
Transfers and Automated Investment Strategies
You may transfer cash value among the funding options, subject to certain
limits. You may also choose among four automated investment strategies: the
Equity Generator SM, the Equalizer SM, The Allocator SM and the Rebalancer SM.
Specified Face Amount of Insurance
Within certain limits, you may choose your specified face amount of insurance
when the Policy is issued. You may also change the amount once in any 24 month
period, subject to our rules and procedures.
The Guaranteed Minimum Death Benefit
Generally, you may choose, in your Policy application, a period of time during
which your Policy will include a guaranteed minimum death benefit. If you
choose a guarantee, you will need to pay minimum premium amounts in order to
keep it in force. You may later cancel or reduce the length of the guarantee.
Death Benefit Options
Generally, you have a choice among three options. These range from an amount
equal to the specified face amount to an amount equal to the specified face
amount plus the policy cash value at the date of death.
Surrenders, Partial Withdrawals and Loans
Within certain limits, you may take partial withdrawals and loans from the
Policy. You may also surrender your Policy for its cash surrender value.
Tax Treatment
In most cases, you will not pay income taxes on withdrawals or surrenders or at
the Final Date of the Policy, until your cumulative withdrawn amounts exceed
the cumulative premiums you have paid. If your Policy is a modified endowment
contract, you will pay income taxes on loans and withdrawals to the extent of
any gains (which is generally the excess of cash value over the premiums paid).
In this case, an additional 10% tax may also apply. If the Policy is part of a
collateral assignment equity split dollar arrangement with an employer, any
increase in cash value that is not due to premium payments may be taxed
annually. The death benefit may be subject to Federal and state estate taxes,
but your beneficiary will generally not be taxed on the death benefit. As with
any taxation matter, you should consult with and rely on the advice of your own
tax advisor.
Table of Charges and Expenses
This table shows the charges and expenses that you pay under your Policy. See
"Charges and Deductions," below for more information your Policy's charges:
<TABLE>
<CAPTION>
Type of Charge or Expense Amount of Charge or Expense
- ---------------------------------------------------------------------
<C> <S>
Charges we deduct from each premium
payment
Sales charge: 2.25% of each premium payment
Charge for average expected state
taxes attributable to premiums: 2% of each premium payment
Charge for expected federal taxes
attributable to premiums: 1.25% of each premium payment
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Type of Charge or Expense Amount of Charge or Expense
- --------------------------------------------------------------------------------
<C> <S>
Monthly Deduction from your Policy's
cash value
Cost of term insurance charges: Amount varies depending on the specifics
of your Policy/1/
Administration charge:
First Policy year/2/: (a) $20 per month for insureds Age 26
and under
(b) $30 per month for insureds age 26-40
(c) $35 per month for insureds Age 41
and over.
Second and later Policy years/2/: $10 per month unless you pay premiums
that would maintain the guaranteed
minimum death benefit to Age 65 (or to
the next shortest available duration, if
any, or if none, then as specified in
your Policy). If you pay these premiums,
the monthly charge will be:
(a) $5 per month for a specified face
amount of $250,000 or more
(b) $6 per month for a specified face
amount between $100,000 and $249,999
(c) $7 per month for a specified face
amount of less than $100,000.
- --------------------------------------------------------------------------------
Mortality and expense risk charge: .075% of the cash value in the Separate
Account on each monthly anniversary. We
intend to (but do not guarantee that we
will) reduce this charge after Policy
year 10 to .60%.
Underwriting charge: (applies only if $5 per month for the first twelve months
you request an increase in your after the month you increase your
specified face amount) specified face amount.
- --------------------------------------------------------------------------------
Surrender charge on certain
transactions:
Full surrender or termination of The lesser of (a) 75% of one Federal
your Policy during its 1st year: Guideline Annual Premium/3/ or (b) the
amount of premiums you have actually
paid
Full surrender or termination of The lesser of (a) one Federal Guideline
your Policy during its 2nd year: Annual Premium or (b) the amount of all
premiums you have actually paid
Full surrender or termination of 90% of one Federal Guideline Annual
your Policy during its 3rd through Premium during Policy year 3, which
15th year: percentage declines periodically until
it is 0% during Policy years 16 and
later./4/ (We also will deduct the
amount of any surrender charge remaining
for any specified face amount increase,
as discussed immediately below.)
Full surrender or termination of An amount of surrender charge that we
your Policy during the 15 years compute on essentially the same basis as
after you have increased your if each such specified face amount
policy's specified face amount: increase had been a separate, newly
issued UL 2001 Policy/5/
Reduction in specified face amount A pro-rata portion of the surrender
(i.e. "partial" surrender): charge that would apply to a full
surrender/6/
Partial withdrawals of up to 10% of No surrender charge
the Policy's cash value/7/ each
year:
Partial withdrawal amounts in excess A pro-rata portion of the surrender
of the 10% free withdrawal limit: charge that would apply to a full
surrender/8/
</TABLE>
- --------
/1/See "Cost of Term Insurance" under "Charges and Deductions" for a more
detailed discussion of factors affecting this charge. If you would like, we
will provide you with an illustration of the impact of these and other charges
under the Policy based on various assumptions.
/2/We will deduct any amount of the first year's administration charges that
remain unpaid at the time of any full surrender or other termination of your
Policy during its first year.
/3/The Federal Guideline Annual Premium is the amount of the level premium you
would need to pay each year for your policy (for Death Benefit Option A and all
riders), based on certain assumptions reflected below under "Charges and
Deductions--Surrender Charge."
/4/The precise timetable of how this percentage declines over this period is
set forth below under "Charges and Deductions--Surrender Charge." Also, during
each of these years, the surrender charge is subject to the further limitation
that it will never exceed the then-applicable percentage multiplied by the sum
of all premiums you have paid to date.
/5/For this purpose, however, premiums paid after the date you apply for the
increase will be assumed to be attributable to the original specified face
amount and each specified amount increase in the manner reflected below under
"Changes and Deductions--Surrender Charge."
4
<PAGE>
/6/If there have been prior face amount increases, we take the reduction in
face amount from each increase in reverse chronological order and then from the
original specified amount. As we thus cancel each portion of specified face
amount, we deduct the amount of any remaining surrender charge associated with
that portion.
/7/This limit applies as of the date of the requested withdrawal, which is
aggregated for this purpose with all previous withdrawals during the same
Policy year.
/8/The amount deducted would be the same proportion of the full surrender
charge as the excess withdrawal bears to the Policy's total cash value. If
there have been prior face amount increases, this amount is assumed to
represent the surrender charge attributable to the most recent increases in
reverse chronological order and then to any remaining surrender charge on the
Policy's original specified face amount.
Fund Investment Management Fees and Direct Expenses
MetLife receives an investment management fee from the Fund and the Fund incurs
direct expenses (see the Fund Prospectus and Statement of Additional
Information referred to therein). You bear indirectly your proportionate share
of the fees and expenses of the Portfolios of the Fund that correspond to the
Separate Account investment divisions you are using. The following sets forth
the Fund's fees and expenses for the year ending 12/31/98:
<TABLE>
<CAPTION>
Total Total
1998 1998
Manage- Other Annual Manage- Other Annual
Portfolios ment Fee Expenses* Expenses Portfolios ment Fee Expenses* Expenses
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Neuberger
Berman
Partners
State Street Research Mid Cap
Aggressive Growth Value**
- --------------------------------------------------------------------------------------------
Scudder
State Street Research Global
Growth Equity
- --------------------------------------------------------------------------------------------
T. Rowe
Price
State Street Research Large Cap
Diversified Growth**
- --------------------------------------------------------------------------------------------
T. Rowe
Price
State Street Reseach Small Cap
Income Growth
- --------------------------------------------------------------------------------------------
Lehman
Brothers
Aggregate
Santander International Bond
Stock Index**
- --------------------------------------------------------------------------------------------
MetLife
Harris Oakmark Large Cap Stock
Value** Index
- --------------------------------------------------------------------------------------------
Morgan
Stanley
EAFE
Janus Mid Cap Index**
- --------------------------------------------------------------------------------------------
Russell
Loomis Sayles High Yield 2000
Bond Index**
</TABLE>
- --------
*After assumptions based on the Fund manager's expense limitation arrangement.
See the Fund prospectus for more information.
**Commenced operations 11/9/98.
Other
Please refer to "Federal Tax Matters-Our taxation" and "Policy Benefits--Cash
Value Transfers" for a description of certain charges that currently we do not
impose but that in the future we may.
5
<PAGE>
MetLife
We are a mutual life insurance company. We were formed in 1868 in New York and
we currently conduct business in all 50 states, the District of Columbia,
Puerto Rico and Canada. We are one of the largest financial services companies
in the world with many of the largest United States corporations for clients.
As of December 31, 1998, we had total life insurance in force of approximately
$ trillion and total assets under management of approximately $330 billion.
We have listed our directors and certain key officers in Appendix I to this
Prospectus and our Financial Statements in Appendix II to this Prospectus.
Giving us requests, instructions or notifications
[SIDEBAR: You can contact us at our Designated Office.]
Contacting us:
You can communicate all of your requests, instructions and notifications to us
by contacting us in writing at our Designated Office. We may require that
certain requests, instructions and notifications be made on forms that we
provide. These include: changing your beneficiary; taking a policy loan;
changing your death benefit option; taking a partial withdrawal; surrendering
your Policy; making transfer requests (including elections with respect to the
automatic investment strategies) or changing your premium allocations. Our
Designated Office is our home office at 1 Madison Avenue, New York, NY 10010.
We may name additional or alternate Designated Offices. If we do, we will
notify you in writing.
When your requests, instructions and notifications become effective:
. Generally, requests, instructions and notifications are effective on the Date
of Receipt. In those cases, the effective time is at the end of the Valuation
Period during which we receive them at our Designated Office. (Some
exceptions to this general rule are noted below and elsewhere in this
Prospectus.)
. A Valuation period is the period between two successive Valuation Dates. It
begins at the close of regular trading on the New York Stock Exchange on a
Valuation Date and ends at the close of regular trading on the New York
Stock Exchange on the next succeeding Valuation Date. The close of regular
trading is 4:00 p.m., Eastern Time on most days.
. A Valuation Date is:
. Each day on which the New York Stock Exchange is open for trading.
. Other days, if we, as the Fund's investment manager, think that there has
been a sufficient degree of trading in the Fund's portfolio securities
that the current net asset value of its redeemable securities might be
materially affected.
. The effective time of premium allocation instructions and transfer requests
you make in your Policy application or within 20 days of your Investment
Start Date, is the end of the first Valuation Date after that 20 day period.
Your Investment Start Date is the date the first net premium is applied to
the Fixed Account and is the later of (1) the Date of Policy and (2) the Date
of Receipt of your first premium payment.
. The effective date of your Automatic Investment Strategies will be that set
forth in the strategy chosen.
6
<PAGE>
Separate Account UL
We established the Separate Account under New York law on December 13, 1988.
The Separate Account receives premium payments from the Policy described in
this Prospectus and other variable life insurance policies that we issue. We
have registered the Separate Account as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"). The assets in the Separate
Account legally belong to us, but they are held solely for the benefit of
investors in the Separate Account and no one else, including our other
creditors. We will keep an amount in the Separate Account that at least equals
the value of our commitments to Policy owners that are based on their
investments in the Separate Account. We can also keep charges that we deduct
and other excess amounts in the Separate Account or we can transfer the excess
out of the Separate Account.
[SIDEBAR: Each Separate Account investment division invests in a corresponding
Portfolio of the Fund.]
The Separate Account has subdivisions, called "investment divisions." Each
investment division invests its assets exclusively in shares of a corresponding
Portfolio of the Fund. We can add new investment divisions to or eliminate
investment divisions from the Separate Account. You can designate how you would
like your net premiums and cash value to be allocated among the available
investment divisions and our Fixed Account. Amounts you allocate to each
investment division receive the investment experience of the investment
division, and you bear this investment risk.
The Fixed Account
The Fixed Account is part of our general assets that are not in any legally-
segregated separate accounts. Amounts in the Fixed Account are credited with
interest at an effective annual rate of at least 3%. We may also credit excess
interest on such amounts. Different excess interest rates may apply to
different amounts based upon when such amounts were allocated to the Fixed
Account and whether they were premium payments or transfers from the investment
divisions. Any excess interest rate will be credited for at least 12 months
before a new rate is credited. We can delay transfers, withdrawals, surrender
and payment of Policy loans from the Fixed Account for up to 6 months. Since
the Fixed Account is not registered under the federal securities laws, this
Prospectus contains only limited information about the Fixed Account. The
Policy gives you more information on the operation of the Fixed Account.
[SIDEBAR: You should carefully review the investment objectives, strategies,
and risks of each Fund Portfolio, which are contained in the Fund prospectus you
have also received.]
The Metropolitan Series Fund, Inc.
The Fund is a "series" type of mutual fund, which is registered as an open-end
management investment company under the 1940 Act. The Fund is divided into
Portfolios, each of which represent a different class of stock in which a
corresponding investment division of the Separate Account invests. You should
read the Fund prospectus, which you have also received. It contains information
about the Fund and its Portfolios, including the investment objectives,
strategies, risks and investment advisers that are associated with each
Portfolio. It also contains information on the different separate accounts of
ours and our affiliates that invest in the Fund and the risks related thereto.
As of the end of each Valuation Period, we purchase and redeem Fund shares for
the Separate Account at their net asset value without any sales or
7
<PAGE>
redemption charges. These purchases and redemptions reflect the amount of any
of the following transactions that take effect at the end of the Valuation
Period:
. The allocation of net premiums to the Separate Account.
. Dividends and distributions on Fund shares that are reinvested as of the
dates paid (which reduces the value of each share of the Fund, increases the
number of Fund shares outstanding, but has no affect on the cash value in the
Separate Account).
. Policy loans and loan repayments allocated to the Separate Account.
. Transfers to and among investment divisions.
[SIDEBAR: We will issue a Policy to you as owner. You will have all the rights
under the Policy including the ability to name a new owner or contingent owner.]
Issuing a Policy
If you want to own a Policy, then you must complete an application, which must
be received by the Designated Office. We reserve the right to reject an
application for any reason permitted by law, and our acceptance of an
application is subject to our underwriting rules.
Generally, we will issue a Policy only for insureds that are age 80 or less
(although we may decide to permit an insured that is older) that have provided
evidence of insurability that we find acceptable. An "insured" is the person
upon whose life we issue the Policy. You do not have to be the insured. For the
purpose of computing the insured's age under the Policy, we start with the
insured's age on the Date of Policy which is set forth in the Policy. Age under
the Policy at any other time is then computed using that issue age and adding
the number of full Policy years completed.
The Date of Policy is usually the date the Policy application is approved. We
use the Date of Policy to calculate the Policy years (and Policy months and
monthly anniversaries). We may permit a Date of Policy that is earlier than the
date of the application if there have been no material misrepresentations in
the application (but not earlier than the date that the application is
completed):
. To preserve a younger age for the insured.
. If a payment of at least $2,500 is received with the application.
. If an amount equal to at least one "check-o-matic" payment is received with
the application.
. Under certain payroll deduction plans or other automatic investment plans
where our established administrative rules permit an earlier date.
Temporary insurance will be provided for up to 90 days from the date of the
application, provided that we receive a payment equal to at least one "check-o-
matic" payment and any necessary medical examination has been completed. Even
if the insured hasn't completed the medical examination, there will be coverage
if the insured dies from an accident within 30 days of the date of the
application. The temporary insurance does not cover death by suicide. The
temporary insurance provided is equal to the specified face amount applied for
up to a maximum of $500,000. There will be no charge for the insurance
protection under the temporary insurance, other than the Policy charge for the
cost of insurance.
Insurance coverage under the Policy will begin at the time the Policy is
delivered and any temporary insurance that is then in force will end. For
8
<PAGE>
coverage to be effective, the insured's health must be the same as stated in
the application and, in most states, the insured must not have sought medical
advice or treatment after the date of the application.
Policy Benefits
Insurance Proceeds
If the Policy is in force, we will pay your beneficiary the insurance proceeds
as of the end of the Valuation Period that includes the insured's date of
death. We will pay this amount after we receive documents that we request as
due proof of the insured's death. The beneficiary can receive the death benefit
in a single sum or under an income plan described below. You may make this
choice during the insured's lifetime. If no selection is made we will place the
amount in an account to which we will credit interest, and the beneficiary will
have immediate access to all or part of that amount. The beneficiary has one
year from the date the insurance proceeds are paid to change the selection from
a single sum payment to an income plan, as long as we have made no payments
from the interest-bearing account. If the terms of the income plan permit the
beneficiary to withdraw the entire amount from the plan, the beneficiary can
also name contingent beneficiaries.
The insurance proceeds equal:
. The death benefit under the death benefit option, alternate death benefit or
minimum guaranteed death benefit that is then in effect; plus
. Any additional insurance proceeds provided by rider; minus
. Any unpaid Policy loans and accrued interest thereon, and any due and unpaid
charges accruing during a grace period.
[SIDEBAR: The Policy generally offers a choice of three death benefit options.]
Death Benefit Options
Generally, you can choose among three options, although the choice may be
limited based upon availability in your state and the insured's age. You select
which option you want in the Policy application. The three options are:
. Option A: The death benefit is a level amount and equals the specified face
amount of the Policy
. Option B: The death benefit varies and equals the specified face amount of
the Policy plus the cash value on the date of death.
. Option C: The death benefit is designed to increase during your earning years
(because we assume that your need for life insurance will probably increase
during these years) and levels off thereafter. The death benefit is one of
two amounts and is available only if insured is age 60 or less when we issue
the Policy:
. CI: the death benefit varies and equals the specified face amount plus the
cash value on the date of death, until the insured is age 65.
. CII: At age 65, the death benefit becomes a level amount equal to the
specified face amount under CI plus the cash value at the end of the
Valuation Date immediately preceding the date on which the insured became
age 65. This new amount then becomes the specified face amount.
There are issues that you should consider in choosing your death benefit
option. For example, under Options B and CI, the cash value is added to the
specified face amount. Therefore, the death benefit will generally be greater
under these options than under Options A and CII, for Policies with the
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<PAGE>
same specified face amount and premium payments. By the same token, the cost of
insurance will generally be greater under Options B and CI than under Options A
and CII.
You can change your death benefit option after the second Policy year, and
thereafter, once in any 12 month period provided that:
. Your cash surrender value after the change would be enough to pay at least
two monthly deductions.
. The specified face amount continues to be no less than the minimum we allow
after a decrease.
. The total premiums you have paid do not exceed the then current maximum
premium limitations permitted under Internal Revenue Service rules.
. If the change is to C, the insured is age 60 or less.
[SIDEBAR: You can generally change your death benefit option.]
Any change will be effective on the monthly anniversary on or immediately
following the Date of Receipt of the request. A change in death benefit will
have the following effects on your specified face amount:
. Change from A or CII to B or CI: The specified face amount will decrease to
equal the death benefit less the cash value on the effective date of the
change.
. Change from B or CI to A or CII: The specified face amount will increase to
equal the death benefit plus the cash value of the Policy on the effective
date of the change.
. Change from B to CI or A to CII: The specified face amount will remain the
same.
Before you change your death benefit option you should consider the following:
. If the term insurance portion of your death benefit changes, as it may with a
change from A or CII to B or CI and vice versa, the term insurance charge
will also change. This will affect your cash value and, in some cases, the
death benefit levels.
. The premium requirements for maintaining the guaranteed minimum death benefit
may change, which could affect your ability to maintain it.
. If your specified face amount changes because of the change in death benefit
option, consider also the issues presented by changing your specified face
amount that are described under "Specified Face Amount," below. These issues
include the possibility: that your Policy would become a modified endowment
contract; that you would receive a taxable distribution; of an increase or
decrease in the monthly administration charge; and of changes in the maximum
premium amounts that you can pay.
Alternate Death Benefit
In order to ensure that the Policy qualifies as life insurance under the
federal income tax laws, the beneficiary will receive an alternate death
benefit if it is greater than the amount that the beneficiary would have
received under the death benefit option that you chose. The alternate death
benefit is as follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age of Insured at Death 40 and 45 50 55 60 65 70 75 to 90 95
less
% of Cash Value: * 250 215 185 150 130 120 115 105 100
</TABLE>
- --------
*For the ages not listed, the percentage decreases by a ratable portion for
each full year.
10
<PAGE>
[SIDEBAR: The Policy offers a guaranteed minimum death benefit.]
Guaranteed Minimum Death Benefit
You can choose to have a guaranteed minimum death benefit for one of several
specified periods of time, if you meet certain requirements. Generally, the
amount of guaranteed minimum death benefit equals the specified face amount of
insurance, plus any additional death benefits provided by rider. Availability
may be restricted in your state or by the insured's rating class, however.
There is no additional charge for the guarantee, but in order to keep the
guarantee in effect, you will need to pay certain minimum premiums, which vary
based on many factors (see "Premiums" below). We test the Policy on each
monthly anniversary to make sure that you have paid the minimum premiums
required to keep the guarantee for the duration you chose. If you haven't made
the minimum premium payments, we will tell you and give you 61 days from the
monthly anniversary to make any additional payment to keep the guarantee at the
then current duration. If we do not receive the required payment, we will
reduce the duration of the guarantee to one that the premiums you have paid
would support and that would have been available to you. If no shorter duration
is available to you, we will terminate the guarantee. A duration cannot be
reactivated, once we terminate it.
You can choose one of the following durations for your guaranteed minimum death
benefit to be in effect:**
. For the first five Policy years.
. To age 65, but only if the insured is age 60 or less when the Policy is
issued.
. To age 75, but only if the insured is age 70 or less when the Policy is
issued.
. To age 85, but only if the insured is age 80 or less when the Policy is
issued.
- --------
**For Policies issued in New York, the guaranteed minimum death benefit
guarantees payment of the specified face amount of insurance only (and not any
rider benefits), and the options for the duration of the guarantee are
generally: (i) for the first five Policy years; (ii) to age 55 (available only
if the insured was between age 18 and age 50 on the date the Policy was issued)
or for the first 20 Policy years (if the insured was less than age 18 on the
date the Policy was issued); or (iii) to age 65 (available only if the insured
was between age 18 and age 60 on the date the Policy was issued).
You must choose the duration of the guaranteed minimum death benefit by the
Policy's issue date, or we will assume that you do not want the guarantee. You
can reduce the duration by reducing the premiums paid to an amount that will
only support a shorter duration. If at the end of the elected duration, your
cumulative premiums paid by each monthly anniversary would entitle you to
receive a longer duration that would have been available to you, we will
increase the duration appropriately.
Specified Face Amount
The specified face amount is the basic amount of insurance specified in your
Policy. The Minimum Initial Specified Face amount is the smallest amount of
specified face amount for which a Policy may be issued. Currently these amounts
are generally:
. $100,000 for insureds in the preferred rate class
. $50,000 for most other insureds
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<PAGE>
. $25,000 for certain insureds over age 59.
. $250,000 for most Policies distributed through broker-dealers not affiliated
with us.
[.SIDEBAR: You can generally increase or decrease your Policy's specified face
amount.]
Generally, you may change your specified face amount after the second Policy
year, and thereafter, once in any 24 month period, as long as the insured is
age 79 or under. Any change will be effective on: (a) the monthly anniversary
on or next following the Date of Receipt of your request; or (b) if we require
evidence of insurability, the date we approve your request.
You are permitted to decrease the specified face amount to as low as $25,000
except that no reduction may decrease the specified face amount below the
Minimum Initial Specified Face Amount during the first five Policy years or one
half that amount thereafter. These lowest available specified face amount
requirements also apply to decreases that result from partial withdrawals. If
there have been previous specified face amount increases, any decreases in
specified face amount will be made in the following order: (i) the specified
face amount provided by the most recent increase; (ii) the next most recent
increases successively; and (iii) the initial specified face amount.
You may increase the specified face amount only if: (a) the guaranteed minimum
death benefit is in effect; or (b) the cash surrender value after the change is
large enough to cover at least two monthly deductions based on your most recent
cost of term insurance charge. Generally, the minimum specified face amount
increase is $5,000 ($10,000 for Policies issued in New York). Any increase will
require that we receive additional evidence of insurability that is
satisfactory to us. We will also impose an underwriting charge.
Before you change your specified face amount you should consider the following:
. The term insurance portion of your death benefit will likely change and so
will the term insurance charge. This will affect the insurance charges, cash
value and, in some cases, death benefit levels.
. Reducing your specified face amount in the first 15 Policy years may result
in our returning an amount to you which could then be taxed on an income
first basis.
. We will deduct a portion of any applicable surrender charge at the time of
any decrease in specified face amount, other than a decrease resulting
automatically from a partial withdrawal or from a death benefit option
change.
. We will establish an additional amount of surrender charge at the time of any
increase in the specified face amount, other than an increase resulting
automatically from a change of death benefit option.
. The premium requirements for maintaining the guaranteed minimum death benefit
will change, which could affect your ability to maintain it.
. The amount of additional premiums that the tax laws permit you to pay into
your Policy may increase or decrease. The additional amount you can pay
without causing your Policy to be a modified endowment contract for tax
purposes may also increase or decrease.
. In some circumstances, that the Policy could become a modified endowment
contract.
. The monthly administration charge may change.
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<PAGE>
Cash Value
Your Policy's cash value equals:
. The Fixed Account cash value, plus
. The Policy Loan Account cash value, plus
. The Separate Account cash value.
[SIDEBAR: Your Policy is designed to accumulate cash value.]
Your Policy's cash surrender value equals your cash value minus:
. Any outstanding Policy loans (plus accrued interest);
. Any surrender charges; and
. The administration charge for any full Policy month remaining in the first
Policy year.
The Separate Account cash value allocated to each investment division is
calculated as follows:
. 20 days after your Investment Start Date, we will allocate your cash value
among the investment divisions as you requested your net premiums to be
allocated in your application.
. Thereafter, at the end of each Valuation Period the cash value in an
investment division will equal:
. The cash value in the investment division at the beginning of the Valuation
Period; plus
. All net premiums, loan repayments and cash value transfers into the
investment division during the Valuation Period; minus
. All partial cash withdrawals, loans and cash value transfers out of the
investment division during the Valuation Period; minus
. The portion of the any charges and deductions allocated to the cash value in
the investment division during the Valuation Period; plus
. The net investment return for the Valuation Period on the amount of cash
value in the investment division at the beginning of the Valuation Period.
The net investment return currently equals the rate of increase or decrease
in the net asset value per share of the underlying Fund portfolio over the
Valuation Period, adjusted upward to take appropriate account of any
dividends and other distributions paid by the portfolio during the period.
The net investment return could in the future be reduced by a charge for
taxes that we have the right to impose.
Benefit at Final Date
The Final Date is the Policy anniversary on which the insured is Age 95. We
will allow you to extend that date, however, where permitted by state law. If
the insured is living on the Final Date, we will pay you the cash value of the
Policy, reduced by any outstanding loans (plus accrued interest). You can
receive the cash value in a single sum, in an account that earns interest, or
under an available income plan.
Optional Benefits Added By Rider
You may be eligible for certain benefits provided by rider, subject to certain
underwriting requirements and the payment of additional premiums. We will
deduct any charges for the rider(s) as part of the monthly deduction. Each
rider contains important information, including limits and conditions that
apply to the benefits. If you decide to purchase any of the riders, you should
13
<PAGE>
carefully review their provisions to be sure if the benefit is something that
you want. You should also consider:
. The effects on the premium requirements for maintaining the guaranteed
minimum death benefit, which could affect your ability to maintain it.
. That the addition of certain riders can restrict your ability to exercise
certain rights under the Policy.
. That the amount of benefits provided under the rider is not based on
investment performance of a separate account; but, if the Policy terminates
because of poor investment performance or any other reason, the riders
generally will also terminate.
. The tax consequences. You should also consult with your tax advisor before
purchasing one of the riders.
Generally, we currently make the following benefits available by rider:
<TABLE>
<S> <C>
. Disability Waiver of Premium Benefit/1/ .Children's Term Insurance Benefit
- -------------------------------------------------------------------------------
. Disability Waiver of Monthly Deduction .Spouse Term Insurance Benefit
Benefit/2/
- -------------------------------------------------------------------------------
. Accidental Death Benefit .Accelerated Death Benefit/3/
</TABLE>
- --------
/1/This rider is designed for owners who seek to build cash value or maintain
the guaranteed minimum death benefit during a period of disability. In order to
qualify for this rider, you must maintain a premium level equal to that
required under the rider. Otherwise, the rider will operate like the Disability
Waiver of Monthly Deduction benefit rider, which in some cases could increase
the cost of the rider. The selected premium level will not necessarily be
sufficient to keep the Policy in force to the Final Date. Therefore, the Policy
could terminate, unless a guaranteed minimum death benefit is in effect.
/2/An increase in specified face amount may not be covered by this rider. If
not, the portion of the monthly deduction associated with the increase will
continue to be deducted from the cash value, which if insufficient, could
result in the Policy's termination. For this reason, it may be advantageous for
the owner, at the time of total disability, to reduce the specified face amount
to that covered by this rider.
/3/Payment under this rider may affect eligibility for benefits under state or
federal law.
[SIDEBAR: Generally, you can receive the Policy's insurance proceeds, amounts
payable at the Final Date or amounts paid upon surrender under an income plan
instead of in a lump sum.]
Income Plans
Before you purchase an income plan you should consider:
. The tax consequences associated with the Policy proceeds, which can vary
considerably, depending on whether a plan is chosen. You or your beneficiary
should consult with a qualified tax adviser about tax consequences.
. That your Policy will terminate at the time you purchase an income plan and
you will receive a new contract, which describes the terms of the income
plan. You should carefully review the terms of the new contract, because it
contains important information about the terms and conditions of the income
plan.
. That these plans do not have a variable investment return.
Generally, we currently make the following income plans available:
<TABLE>
<S> <C>
. Interest income .Installment Income for a Stated Period
- ----------------------------------------------------------------------------
. Installment Income for a Stated . Single Life Income--Guaranteed
Amount Payment Period
- ----------------------------------------------------------------------------
. Joint and Survivor Life Income .Single Life Income--Guaranteed Return
</TABLE>
14
<PAGE>
Policy Rights
[SIDEBAR: You can transfer your cash value among the investment divisions and
the Fixed Account at any time beginning 20 days after the Investment Start
Date.]
Cash Value Transfers
The minimum amount you may transfer is $50 or, if less, the total amount in an
investment option. You may make transfers at any time, but we do reserve the
right to limit transfers to four per Policy year and to limit transfers from
the Fixed Account to one each year on the Policy anniversary date. We do not
currently charge for transfers, but we do reserve the right to charge up to $25
per transfer, except for transfers under the Automated Investment Strategies.
Currently, transfers are not taxable transactions.
. Automated Investment Strategies: You can choose one of four currently
available strategies. You can also change or cancel your choice at any time.
. Equity Generator: allows you to transfer the interest earned on amounts in
the Fixed Account in any Policy month equal to at least $20 to the MetLife
Stock Index investment division or the State Street Research Aggressive
Growth investment division. The transfer will be made at the beginning of
the Policy month following the Policy month in which the interest was
earned.
. Equalizer: allows you to periodically equalize amounts in your Fixed
Account and either the MetLife Stock Index investment division or the State
Street Research Aggressive Growth investment division. We currently make
equalization at the end of each calendar quarter. We will terminate this
strategy if you make a transfer out of the investment division or the Fixed
Account that isn't part of the strategy. You may then reelect the Equalizer
on your next Policy anniversary.
. Rebalancer: allows you to periodically redistribute amounts in the Fixed
Account and investment divisions in the same proportion that the net
premiums are then being allocated. We currently make the redistribution at
the beginning of each calendar quarter.
. Allocator: allows you to systematically transfer money from the Fixed
Account to any investment division(s). You must have enough cash value in
the Fixed Account to enable the election to be in effect for three months.
The election can be to transfer each month:
. A specific amount until the cash value in the Fixed Account is exhausted.
. A specific amount for a specific number of months.
. Amounts in equal installments until the total amount you have requested
has been transferred.
. Transfers by Telephone: We may, if permitted by state law, allow you to make
transfer requests, changes to Automatic Investment Strategies and allocations
of future net premium by phone. We may also allow you to authorize your sales
representative to make such requests. The following procedures apply:
. We must have received your authorization in writing satisfactory to us, to
act on instructions from any person that claims to be you or your sales
representative, as applicable, as long as that person follows our
procedures.
. We will institute reasonable procedures to confirm that instructions we
receive are genuine. Our procedures will include receiving from the caller
your personalized data.
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<PAGE>
. All telephone calls will be recorded.
. You will receive a written confirmation of any transaction.
. Neither the Separate Account nor we will be liable for any loss, expense or
cost arising out of a telephone request if we reasonably believed the
request to be genuine.
. You should contact our Designated Office with any questions regarding the
procedures.
[SIDEBAR: You can borrow from us and use your Policy as security for the loan.]
Loan Privileges
The amount of each loan must be:
. At least $500.
. No more than 75% of the cash surrender value (unless your Policy tells you
that state law requires a different percentage to be applied) when added to
all other outstanding Policy loans.
As of your loan request's Date of Receipt, we will:
. Remove an amount equal to the loan first from your cash value in the Fixed
Account. If an additional amount is required, we will remove it from the cash
value in the investment divisions of the Separate Account in the same
proportion as your cash value is then allocated.
. Transfer such cash value to the Policy loan account, where it will be
credited with interest at the rate of 4% per year. At least once a year, we
will transfer any interest earned in your Policy loan account to the Fixed
Account and the investment divisions, according to the way that we allocate
monthly deductions.
. Charge you interest, which will accrue daily at a rate of 6% per year (which
is the maximum rate we will ever charge). We currently intend to (but don't
guarantee that we will) reduce this rate to 4.6% after the 10th Policy year.
Your interest payments are due at the end of each Policy year and if you
don't pay the amount within 31 days after it is due, we will treat it as a
new Policy loan.
Repaying your loans (plus accrued interest) is done by sending in payments at
least equal to your voluntary planned periodic premium, or $50, if less. Any
payments we receive while a loan (plus accrued interest) is outstanding, will
be applied first to repaying the loan, and, if any amounts remain after
repayment, they will be considered premium. Even though we will repay the loan
with these payments, we will still consider them as premium payments for
purpose of maintaining your guaranteed minimum death benefit. We will allocate
your repayment to the Fixed Account and the investment divisions, in the same
proportion that net premiums are then allocated.
Before taking a Policy loan you should consider the following:
. Interest payments on loans are generally not deductible for tax purposes.
. Under certain situations, Policy loans could be considered taxable
distributions.
. Unless the guaranteed minimum death benefit is in effect, we will terminate
your Policy with no value if: (a) on a monthly anniversary your loans (plus
accrued interest) exceed your cash value minus the monthly deduction; and (b)
we tell you of the insufficiency and you do not make a sufficient payment
within 61 days of the monthly anniversary.
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<PAGE>
[SIDEBAR: You can surrender your Policy for its cash surrender value.]
Surrender and Withdrawal Privileges
We may ask you to return the Policy before we honor your request to surrender
your Policy. You can choose to have the proceeds paid in a single sum, or under
an income plan. If the insured dies after you surrender the Policy but before
the end of the Policy month in which you surrendered the Policy, we will pay
your beneficiary an amount equal to the difference between the Policy's death
benefit and its cash value, computed as of the surrender date.
You can make partial withdrawals after the second Policy year if:
. The withdrawal would not result in the cash surrender value being less than
sufficient to pay 2 monthly deductions.
. The withdrawal is at least $500.
. The withdrawal would not result in your specified face amount falling below
the minimum allowable amount, as described under "Specified Face Amount,"
above.
If you make a request for a partial withdrawal that is not permitted, we will
tell you and you may then ask for a smaller withdrawal or surrender the Policy.
We will deduct your withdrawal from the Fixed Account and the investment
divisions in the same way we allocate the monthly deduction.
Before surrendering your Policy or requesting a partial withdrawal you should
consider the following:
. Surrender charges may apply.
. Amounts received may be taxable as income and, if your Policy is a modified
endowment contract, subject to certain tax penalties.
. Your Policy could become a modified endowment contract.
. For partial withdrawals, your death benefit will decrease by the amount of
the withdrawal (for options A and CI, your specified face amount will also
decrease, generally by the amount of the withdrawal).
. Any withdrawal that causes the specified face amount to decrease could cause
an increase in the monthly administrative charge.
. In some cases you may be better off taking a Policy loan, rather than a
partial withdrawal.
Exchange Privilege
If you decide that you no longer want to take advantage of the investment
divisions in the Separate Account, you may transfer all of your money into the
Fixed Account. There is currently no charge on transfers. Even if we do have a
transfer charge in the future, such charge will never be imposed on a transfer
of your entire cash value (or the cash value attributable to a specified face
amount increase) to the Fixed Account within the first 24 Policy months (or
within 24 Policy months after a specified face amount increase you have
requested, as applicable). In some states, in order to exercise your exchange
privilege, you must transfer, without charge, the Policy cash value (or the
portion attributable to a specified face amount increase) to a flexible premium
fixed benefit life insurance policy, which we make available.
17
<PAGE>
Payment and Allocation of Premiums
Premiums
Unless your Policy has a guaranteed minimum death benefit in effect, the
payment of premiums won't guarantee that your Policy will remain in force.
Rather, this depends on your Policy's cash surrender value.
[SIDEBAR: You can make voluntary planned periodic premium payments and
unscheduled premium payments.]
Paying Premiums
You can make premium payments, subject to certain limitations discussed below,
through the:
. Voluntary planned periodic premium schedule: You choose the schedule on your
application. The schedule sets forth the amount of premiums, fixed payment
intervals, and the period of time that you intend to pay premiums. The
schedule can be: (a) annual; (b) semi-annual; (c) periodic automatic pre-
authorized transfers from your checking account ( "check-o-matic"); (d)
systematic through payment plans that your employer makes available; or (e)
through another method to which we agree. You do not have to pay premiums in
accordance with your voluntary planned period premium schedule.
. Unscheduled premium payment option: You can make premium payments at any
time.
Paying Premiums to Maintain the Guaranteed Minimum Death Benefit
You can pay certain levels of premiums that entitle you to a guaranteed minimum
death benefit for a specified period of time. To keep the guarantee you will
need to pay these premium levels for the entire duration of the guarantee. We
will test your Policy on each monthly anniversary to verify that you have paid
the minimum premium (after taking into account partial withdrawals and
outstanding Policy loans) to keep the guarantee in force.
The level of premium to keep the guaranteed minimum death benefit in effect
varies based on several factors including:
. Duration of the guarantee (generally higher levels are required for longer
durations).
. Specified face amount (generally higher levels are required for higher
amounts).
. Smoking class and underwriting class (generally higher levels are required
for classes that we consider to pose a greater mortality risk ).
. Death benefit option (generally higher levels are required for death benefit
options B and CI).
. Policy riders (generally higher levels are required if you have riders in
force).
Maximum and Minimum Premium Payments
. During the first Policy year you must pay an amount of premium that we call
the minimum initial premium or we will terminate your Policy after the grace
period.
. After the first Policy year, your voluntary planned periodic payments must be
at least:
. $200 annually (except that some Policies distributed by certain brokers
must be at least $2,500)
. $100 semi-annually
. $15 on a "check-o-matic" or other systematic payment schedule.
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<PAGE>
. Unscheduled premium payments must be at least $250 each.
. You may not pay premiums that exceed tax law premium limitations for life
insurance policies. We will return any amounts that exceed these limits
except that we will keep any amounts that are required to keep the Policy
from terminating. We will let you make premium payments that would turn your
Policy into a modified endowment contract, but we will tell you of this
status in your annual statement, and if possible, we will tell you how to
reverse the status.
[SIDEBAR: Net premiums are your premiums minus the charges deducted from your
premiums.
Allocating Net Premiums
We will allocate your net premiums to the Fixed Account from the Investment
Start Date until 20 days after such date. We will then allocate your cash value
according to your net premium allocation instructions in your application. You
can instruct us to allocate your net premiums among the Fixed Account and the
investment divisions. The percentage of your net premium allocation into each
of these investment options must be a minimum of 10% and in whole numbers. You
can change your allocations (effective after the 20th day referred to above) at
any time by giving us written notification at our Designated Office or in
another manner that we permit.
Policy Termination and Reinstatement
Termination: We will terminate your Policy without any cash surrender value if:
. The cash surrender value is less than the monthly deduction;
. No minimum guaranteed death benefit is in effect; and
. We do not receive a sufficient premium payment within the 61-day grace period
to cover the monthly deduction. We will mail you notice if any grace period
starts.
Reinstatement: Upon your request, we will reinstate your Policy (without
reinstating the guaranteed minimum death benefit or any amounts in a Policy
loan account), subject to certain terms and conditions that the Policy
provides. We must receive your request must within 3 years (or within a longer
period if required by state law) after the end of the grace period and before
the Final Date. You also must provide us:
. A written application for reinstatement (the date we approve the application
will be the effective date of the reinstatement).
. Evidence of insurability that we find satisfactory.
. An additional premium amount that the Policy prescribes for this purpose.
Charges and Deductions
The Policy charges compensate us for our expenses and risks. Any distinctions
we make about the specific purposes of the different charges are imprecise, and
we are free to keep and use our revenues or profits for any other purpose,
including paying any of our costs and expenses in connection with the Policies.
The following sets forth additional information about some (but not all) of the
Policy charges.
Charges included in the Monthly Deduction At issue, or within 30 days of any
Policy anniversary, you can choose to have the monthly deduction taken from
either: (a) the Fixed Account and each investment division in which you have
cash value in proportion to the Policy's cash value
19
<PAGE>
[SIDEBAR: Carefully review the "Table of Charges and Expenses" in the "Summary",
which sets forth the charges that you pay under your Policy.]
at the beginning of the policy month; or (b) if there is sufficient cash value,
entirely from your Fixed Account. If no election is made or if amounts in the
Fixed Account are insufficient, we will take the monthly deduction in
accordance with (a). We deduct the monthly deductions as of each monthly
anniversary.
. Cost of term insurance: This charge varies monthly based on many factors.
Each month, we determine the charge by multiplying your cost of insurance
rates by the term insurance amount.
. The term insurance amount is the death benefit at the beginning of the
Policy month divided by a discount factor to account for an assumed return;
minus the cash value at the beginning of the Policy month after deduction
of all other applicable charges. Factors that affect the term insurance
amount include the specified face amount, the cash value and the death
benefit you choose (generally, the term insurance amount will be higher for
options B and CI).
. The term insurance rate is based on our expectations as to future
experience, taking into account the insured's sex (if permitted by law),
age and rate class. The rates will never exceed the guaranteed rates, which
are based on certain 1980 Commissioners Standard Ordinary Mortality Tables
and the insured's sex, age and smoking status. Our current rates are lower
than the maximums in most cases. We review our rates periodically and may
adjust them, but we will apply the same rates to everyone who has had their
Policy for the same amount of time and who is the same age, sex and rate
class. As a general rule, the cost of insurance rate increases each year
you own your Policy, as the insured's age increases.
. Rate class relates to the level of mortality risk we assume with respect
to an insured. It can be the standard rate class, or one that is higher
or lower (and if the insured is 18 or older, we divide rate class by
smoking status). The insured's rate class will affect your cost of term
insurance. You can also have more than one rate class in effect, if the
insured's rate class has changed and you change your specified face
amount. A better rate class will lower the cost of term insurance on your
entire Policy and a worse rate class will affect the portion of your cost
of term insurance charge attributable to the specified face amount
increase.
. Administration charge: We make this monthly charge primarily to compensate
us for expenses we incur in the administration of the Policy, and in the
first year, also include our underwriting and start-up expenses.
. Mortality and expense risk charge: We make this monthly charge primarily to
compensate us for:
. mortality risks that insureds may live for a shorter period than we
expect; and
. expense risks that our issuing and administrative expenses may be higher
than we expect. If our estimates are correct, we will realize a profit
from this charge, otherwise, we could incur a loss.
Surrender charge
The method by which we calculate the surrender charges that apply under certain
circumstances is complex, because they are based on several factors that are
specific to your Policy. You can request a personalized illustration
20
<PAGE>
[SIDEBAR: Your Policy sets forth the maximum surrender charges to which your
cash value could be subject.]
that will show you how this charge (along with other charges plus your loans
and accrued interest) affect your cash surrender value. We have summarized the
basic principles used to determine the surrender charges in the table that
appears under "Summary--Table of Charges and Expenses." The discussion that
follows gives additional detail on how we calculate surrender charges.
In order to determine the Surrender Charge, we first determine the:
. Surrender Charge Measure, which is:
. For the first Policy year the lesser of:
(A) actual cumulative premiums paid; and
(B) the Maximum Surrender Charge Premium.
. For the second Policy year and later Policy years, the lesser of:
(A) actual cumulative premiums paid within the first two Policy years;
and
(B) the Maximum Surrender Charge Premium.
.Increase Surrender Charge Measure, which is:
. For the first year following the increase, the lesser of:
(A) the amount by which the actual cumulative premiums paid within twelve
months following the date of the application for the specified face
amount increase exceeds the sum of:
(i) the Surrender Charge Measure for the first Policy year, plus
(ii) the Increase Surrender Charge Measure for the first year
following any prior increases; and
(B) the Maximum Surrender Charge Premium at the time of the increase.
. For the second Policy year and later following the increase, the lesser of:
(A) the amount by which actual cumulative premiums paid within twenty-
four months following the date of the application for the specified
face amount increase exceeds the sum of:
(i) the Surrender Charge Measure for the second Policy year, plus
(ii) the Increase Surrender Charge Measure for the second year
following any prior increases; and
(B) the Maximum Surrender Charge Premium for the second Policy year
following the increase.
. Maximum Surrender Charge Premium, which is the amount determined at issue (or
for a specified face amount increase, at the time of the increase) which will
not exceed:
. For the first Policy year, or the first year after the increase, 75% of the
Smoker Federal Guideline Annual Premium for Death Benefit Option A and all
riders at issue, or at the time of the increase, respectively; and
. For the second Policy year and thereafter, or the second and later years
after the increase, 100% of the Smoker Federal Guideline Annual Premium for
Death Benefit Option A and all riders at issue or at the time of the
increase.
. Federal Guideline Annual Premium, which is the level annual amount of premium
that you would need to pay through the Final Date of your Policy
21
<PAGE>
[SIDEBAR: There is no surrender charge on partial withdrawals of up to 10% of
the Policy's Cash Value each year.]
for the specified face amount of your Policy if we set your premiums both as
to timing and amount, based on:
. the 1980 Commissioners Standard Ordinary Mortality Tables;
. net investment earnings at an annual effective rate of 4%; and
. fees and charges as set forth in your Policy and Policy riders.
This premium is based on the insured's age, sex, smoking status and rate class
and is generally higher for older ages, for males, for smokers and for those in
a higher rate class.
Using the above determinations, we will then compute the full surrender charge
by first locating the Policy year in the table below that contains the date as
of which we are computing the charge. Then we multiply the indicated percentage
by the then-applicable Surrender Charge Measure. This gives us the surrender
charge for the initial specified face amount. We compute the surrender charge
for each specified face amount increase that is then in effect by a similar
method, except that we multiply the percentage for the actual year following
the date of the increase by the Increase Surrender Charge Measure for that
increase. By totaling the surrender charge we compute for the original
specified face amount with any that we compute for each specified face amount
increase, we arrive at the full surrender charge.
<TABLE>
<CAPTION>
Policy year
(or actual
year since
Specified
Face Amount 16 and
Increase) 1 2 3 4 5 6* 7 8 9 10 11 12 13 14 15 later
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% of Measure 100 100 90 80 70 60 54 48 42 36 30 24 18 12 6 0
</TABLE>
*After the fifth year, the surrender charges will decrease each Policy month.
We deduct any surrender charge that results from a partial withdrawal or
specified face amount decrease from the same sources as we take the monthly
deduction. If the cash value is insufficient, we reduce the amount we pay you.
Because of the surrender charge, your Policy will probably not have any cash
surrender value for at least the first Policy year unless you pay significantly
more than the Minimum Initial Premium. Since the Surrender Charge Measure and
Increase Surrender Charge Measure are capped at the end of the first two Policy
years after issue, and after increase in specified face amount, respectively,
you may be able to limit your surrender charges by limiting your premium
payments to levels necessary to keep the Policy and the guaranteed minimum
death benefit in effect.
Federal Tax Matters
The following is a brief summary of some tax rules that may apply to your
Policy. You should consult with your own tax advisor to find out how taxes can
affect your benefits and rights under your Policy, especially before you make
unscheduled premium payments, change your specified face amount, change your
death benefit option, change coverage provided by riders, take a loan or
withdrawal, or assign or surrender the Policy.
The Policy
Insurance proceeds
. Generally excludable from your beneficiary's gross income.
. If you are alive when the insured dies, the proceeds may be included in the
insured's estate and may be subject to federal estate tax: (i) if paid to the
22
<PAGE>
[SIDEBAR: You should consult with your own tax advisor to find out how taxes
can affect your benefits and rights under your Policy]
insured's estate; or (ii) if paid to a different beneficiary if the insured
possessed incidents of ownership at or within three years before death.
. If you die before the insured, the value of your Policy (determined under IRS
rules) is included in your estate and may be subject to federal estate tax.
. Whether or not any federal estate tax is due is based on a number of factors
including the estate size.
Cash value (if your Policy is not a modified endowment contract)
. You are generally not taxed on your cash value until you withdraw it,
surrender your Policy or receive a distribution on the Final Date. In these
cases, you are generally permitted to take withdrawals up to the amount of
premiums paid without any tax consequences. However, withdrawals will be
subject to income tax after you have received amounts equal to the total
premiums you paid. Somewhat different rules apply in the first 15 Policy
years when a distribution may be subject to tax if there is a gain in your
Policy (which is generally when your cash value exceeds the cumulative
premiums you paid). Finally, if your Policy is part of a collateral
assignment equity split dollar arrangement, there is a risk that increases in
cash value may be taxed annually.
Loans
. loan amounts received will generally not be subject to income tax, unless
your Policy is or becomes a modified endowment contract or terminates.
. Interest on loans is generally not deductible. For businesses that own a
Policy, at least part of the interest deduction may be disallowed unless
the insured is a 20% owner, officer, director or employee of the business.
. If your Policy terminates (upon surrender, cancellation, lapse or the Final
Date) while any Policy loan is outstanding, the amount of the loan plus
accrued interest thereon will be deemed to be a "distribution" to you. Any
such distribution will have the same tax consequences as any other Policy
distribution.
Modified Endowment Contracts
These contracts are life insurance contracts where the premiums paid during the
first 7 years after the Policy is issued, or after a material change in the
Policy, exceeds tax law limits referred to as the "7-pay test." Material
changes in the Policy, include increases in the level of benefits and certain
other changes to your Policy after the issue date. Reductions in benefits
during a 7-pay period may cause your Policy to become a modified endowment
contract. Generally, a life insurance policy that is received in exchange for a
modified endowment contract will also be considered a modified endowment
contract.
If your Policy is considered a modified endowment contract the following
applies:
. The death benefit will generally be income tax free to your beneficiary, as
discussed above.
. Amounts withdrawn or distributed before the insured's death, including loans,
assignments and pledges, are treated as income first and subject to income
tax. All modified endowment contracts you purchase from us and
23
<PAGE>
our affiliates during the same calendar year are treated as a single contract
for purposes of determining the amount of any such income.
. An additional 10% income tax generally applies to the taxable portion of the
amounts received before age 59 1/2, except generally if you are disabled or
the distribution is part of a series of substantially equal periodic
payments.
Diversification
In order for your Policy to qualify as life insurance, we must comply with
certain diversification standards with respect to the investments underlying
the Policy. We believe that we satisfy and will continue to satisfy these
diversification standards. Inadvertent failure to meet these standards may be
able to be corrected. Failure to meet these standards would result in immediate
taxation to Policy owners of gains under their Policies.
Changes to tax rules and interpretations
Changes in applicable tax rules and interpretations can adversely affect the
tax treatment of your Policy. These changes may take effect retroactively. We
reserve the right to amend the Policy in any way necessary to avoid any adverse
tax treatment. Examples of changes that could create adverse tax consequences
include:
. Possible taxation of cash value transfers.
. Possible taxation as if you were the owner of your allocable portion of the
Separate Account's assets.
. Possible limits on the number of investment funds available or the frequency
of transfers among them.
. Possible changes in the tax treatment of Policy benefits and rights.
Our taxation
We don't expect to, incur federal, state or local taxes upon the earnings or
realize capital gains attributable to the Separate Account. If we do incur such
taxes at some time in the future, we reserve the right to charge cash value
allocated to the Separate Account for these taxes.
Showing Performance
We may advertise or otherwise show:
. Investment division performance ranking and rating information as it compares
among similar investments as compiled by independent organizations.
. Comparisons of the investment divisions with performance of similar
investments and appropriate indices.
. Our insurance company ratings that are assigned by independent rating
agencies and that are relevant when considering our ability to honor our
guarantees.
. Personalized illustrations based on historical Separate Account performance.
Rights We Reserve
We reserve the right to make certain changes if we believe the changes are in
the best interest of our Policy owners or would help carry out the purposes of
the Policy. We will make these changes in the manner permitted by applicable
law and only after getting any necessary owner and regulatory
24
<PAGE>
approval. We will notify you of any changes that result in a material change in
the underlying investments in the investment divisions, and you will have a
chance to transfer out of the affected division (without charge). Some of the
changes we may make include:
. Operating the Separate Account in any other form that is permitted by
applicable law.
. Changes to obtain or continue exemptions from the 1940 Act.
. Transferring assets among investment divisions or to other separate accounts,
or our general account or combining or removing investment divisions from the
Separate Account.
. Substituting Fund shares in an investment division for shares of another
portfolio of the Fund or another fund or investment permitted by law.
. Changing the way we assess charges without exceeding the aggregate amount of
the Policy's guaranteed maximum charges.
. Making any necessary technical changes to the Policy to conform it to the
changes we have made.
[SIDEBAR: Carefully review your Policy which contains a full discussion of all
its provisions.]
Other Policy Provisions
You should read your Policy for a full discussion of its provisions. The
following is a brief discussion of some of the Policy provisions that you
should consider:
Free Look Period
You can return the Policy during this period. The period is the later of:
. 10 days after you receive the Policy (unless state law requires your Policy
to specify a longer specified period); and
. 45 days after we receive Part A of the completed application.
If you return your Policy, we will send you a complete refund of any premiums
paid within seven days.
Incontestability
We will not contest:
. Your Policy after 2 Policy years from issue or reinstatement (excluding
riders added later).
. An increase in a death benefit after it has been in effect for two years.
Suicide
If the insured commits suicide within the first two Policy years (or another
period required by state law), your beneficiary will receive all premiums paid
(without interest), less any outstanding loans (plus accrued interest) and
withdrawals made. Similarly, we will pay the beneficiary only the cost of any
increase in specified face amount if the insured commits suicide within two
years of such increase.
Age and Sex
We will adjust benefits to reflect the correct age and sex of the insured, if
this information isn't correct in the Policy application.
25
<PAGE>
Assignment
You can assign your Policy as collateral if you notify us in writing. The
assignment or release of the assignment is effective when it is recorded at the
Designated Office. We are not responsible for determining the validity of the
assignment or its release. Also, there could be serious adverse tax
consequences to you or your beneficiary, so you should consult with your tax
adviser before making any assignment.
[SIDEBAR: Under certain situations, we may defer payments.]
Payment and Deferment
Generally, we will pay or transfer amounts from the Separate Account within
seven days after the Date of Receipt of all necessary documentation required
for such payment or transfer. We can defer this if:
. The New York Stock Exchange has an unscheduled closing.
. There is an emergency so that we could not reasonably determine the
investment experience of a Policy.
. The Securities and Exchange Commission by order permits us do so for the
protection of Policy owners (provided that the delay is permitted under New
York State insurance law and regulations).
. With respect to the insurance proceeds, if entitlement to a payment is being
questioned or is uncertain.
. We are paying amounts attributable to a check. In that case we can wait for a
reasonable time (15 days or less) to let the check clear.
We currently pay interest on the amount of insurance proceeds at 6% per year
(or higher if state law requires) from the date of death until the date we pay
the benefit.
Dividends
The Policy is "nonparticipating," which means it is not eligible for dividends
from us and does not share in any distributions of our surplus.
[SIDEBAR: We perform the sales and administrative services for the Policies.]
Sales and Administration of the Policies
We serve as the "principal underwriter," as defined in the 1940 Act, for the
Policy and other variable life insurance and variable annuity contracts issued
by our subsidiary and us. We are registered under the Securities Exchange Act
of 1934 as a broker-dealer and are a member of the National Association of
Securities Dealers, Inc. We are an investment manager to the Fund and may also
provide advisory services to other clients.
Computer Systems
We use computer systems to process Policy transactions and valuations. These
systems need to be adjusted to be able to continue to administer the Policies
beginning January 1, 2000. As is the case with most systems conversion
projects, risks and uncertainties exist due, in part to reliance on third party
vendors and a project could be delayed. Although we cannot give you assurances,
we are devoting substantial resources necessary to make these systems
modifications and expect that necessary changes will be completed on time and
in a way that will result in no disruption to Policy servicing operations.
Bonding
Our directors officers and employees are bonded in the amount of $50,000,000,
subject to a $5,000,000 deductible.
26
<PAGE>
Distributing the Policies
We sell the Policies through licensed life insurance sales representatives:
. Registered through us.
. Registered through other broker-dealers, including our wholly owned
subsidiary.
Commissions
We pay commissions to representatives (or the broker-dealers through which they
are registered) for the sale of our products. The commissions do not result in
a charge against the Policy in addition to the charges already described
elsewhere in this Prospectus. We paid no commissions in 1996 or 1997 on the
Policies, because the product was not sold before 1998. Commissions paid in
1998 totaled $ . Maximum commissions are:
. First Policy Year:
. 50% of the lesser of :
(i) Actual premiums paid in the first year;
(ii) The initial voluntary planned periodic premium for the first year; and
(iii) The annual premium necessary to keep the longest duration of the
guaranteed minimum death benefit effective for a like Policy with
Option A and the preferred nonsmoking rating class for standard risks
(or the actual rating class for other risks) in place; plus
. 50% of the lesser of :
(i) the amount by which premiums paid in the first 12 months following the
application to increase the specified face amount exceed the cumulative
amount of premiums on which a 50% commission has previously been paid;
and
(ii) the portion (iii) above computed using the difference between the old
and new specified face amounts and rating information of the insured
at the time of the increase; plus
. 3% of amounts not eligible for the above commission schedules.
. Policy Years 2-4: 5% of premiums paid in the Policy year.
. Policy Years 5-10: A servicing fee of 2% of premiums paid in the Policy year.
. Policy Years 11 and later: A servicing fee of 1% of premiums paid in the
Policy year.
We also pay the sales manager of a sales representative employed by us an
override commission based on many factors including the commissions paid to the
representative who sold the Policy and to other representatives the sales
manager supervises.
[SIDEBAR: You can give us voting instructions on shares of each Fund Portfolio
that are attributed to your Policy.]
Voting Rights
The Fund has shareholder meetings from time to time to, for example, elect
directors and approve investment managers. We will vote the shares of each
Portfolio that are attributed to your Policy based on your instructions. Should
we determine that the 1940 Act no longer requires us to do this, we may decide
to vote Fund shares in our own right, without input from you or any other
owners of variable life insurance policies or variable annuity contracts that
participate in the Fund.
27
<PAGE>
If you are eligible to give us voting instructions, we will send you
informational material and a form to send back to us. We are entitled to
disregard voting instructions in certain limited circumstances prescribed by
the SEC. If we do so, we will give you our reasons in the next semi-annual
report to Policy owners.
The number of shares for which you can give us voting instructions is
determined as of the record date for the Fund shareholder meeting by dividing:
. Your Policy's cash value in the corresponding investment division; by
. The net asset value of one share of that Portfolio.
We will count fractional votes.
If we do not receive timely voting instructions from Policy owners and other
insurance and annuity owners that are entitled to give us voting instructions,
we will vote those shares in the same proportion as the shares held in the same
separate account for which we did receive voting instructions. Also, we will
vote Fund shares that are not attributable to insurance or annuity owners
(including shares that we hold in our general account) or that are held in
separate accounts that are not registered under the 1940 Act in the same
proportion as the aggregate of the shares for which we received voting
instructions from all insurance and annuity owners.
Reports
Generally, you will promptly receive statements confirming your significant
transactions such as:
. Change in specified face amount.
. Change in death benefit options.
. Changes in guarantees.
. Transfers among investment divisions (including those through Automated
Investment Strategies, which are confirmed quarterly).
. Partial withdrawals.
. Loan amounts you request.
. Loan repayments and premium payments.
If your premium payments are made through check-o-matic or another systematic
payment method, we will not send you any confirmation in addition to the one
you receive from your bank or employer.
We will also send you an annual statement within 30 days after a Policy year
that will summarize the year's transactions and include information on:
. Deductions and charges.
. Status of the death benefit.
. Cash and cash surrender values.
. Amounts in the investment divisions and Fixed Account.
. Status of Policy loans.
. Automatic loans to pay interest.
. Information on your modified endowment contract status (if applicable).
We will also send you the Fund's annual and semi-annual reports to
shareholders.
28
<PAGE>
[SIDEBAR: Personalized illustrations can help you understand how your Policy
values can vary.]
Illustration of Policy Benefits
In order to help you understand how your Policy values would vary over time
under different sets of assumptions, we will provide you with certain
illustrations upon request. These will be based on the age and insurance risk
characteristics of the insured under your Policy and such factors as the
specified face amount, death benefit option, premium payment amounts and rates
of return (within limits) that you request. You can request such illustrations
at any time. We have filed an example of such an illustration as an exhibit to
the registration statement referred to below.
Getting More Information
We are regulated by the New York Insurance Department and periodically are
examined by them. We are also subject to the laws and regulations of all the
jurisdictions in which we do business and, if required, we have filed the
Policy for approval in every jurisdiction in which the Policy is sold. The
Policy and /or the guaranteed minimum death benefit may not be available in
every jurisdiction. You should ask your sales representative whether the Policy
is available in your jurisdiction.
We file annual statements on our operations, including financial statements,
with insurance departments of various jurisdictions so that they can review our
solvency and compliance with applicable laws and regulations. You can review
these statements which are available at the offices of the various insurance
departments.
This Prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission under the Securities Act of 1933. The
registration statement includes additional information, amendments and
exhibits. You can get this information from the Securities and Exchange
Commission (a copying fee may apply) by visiting or writing to its Public
Reference Room or using its Internet site at:
. Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about using the Public Reference Room)
Internet site: http://www.sec.gov
Legal Matters and Experts
Christopher P. Nicholas, Associate General Counsel at MetLife, has passed upon
the legality of the Policies. Messrs. Freedman, Levy Kroll &Simonds,
Washington, D.C., have advised us on certain matters relating to the federal
securities laws.
Deloitte & Touche LLP, independent auditors, audited the financial statements
included in Appendix II of this Prospectus, as stated in their reports
appearing therein. The financial statements are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing. Our financial statements should be considered only as bearing upon
our ability to meet our obligations under the Policy.
Marian Zeldin, FSA, MAAA, Vice-President and Actuary of MetLife, has examined
actuarial matters included in the registration statement, as stated in her
opinion filed as an exhibit to the registration statement.
29
<PAGE>
Appendix I
Management
The present directors and the senior officers and secretary of MetLife are
listed below, together with certain information concerning them:
Directors, Officers-Directors
<TABLE>
<CAPTION>
Principal Occupation & Positions and Offices
Name Business Address with MetLife
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Curtis H. Barnette Chairman and Chief Executive Officer Director
Bethlehem Steel Corp.
1170 Eight Ave. -- Martin Tower 2118
Bethlehem, PA 18016
- -------------------------------------------------------------------------------------------------
Robert H. Benmosche Chairman of the Board, President and Chairman of the Board, President,
Chief Executive Officer Chief Executive Officer and Director
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Gerald Clark Vice Chairman of the Board and Vice Chairman of the Board,
New York, NY 10010 Chief Investment Officer Chief Investment Officer and Director
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Joan Ganz Cooney Chairman, Executive Committee Director
Children's Television Workshop
One Lincoln Plaza
New York, NY 10023
- -------------------------------------------------------------------------------------------------
Burton A. Dole, Jr. Retired Chairman, President and Director
Chief Executive Officer
Puritan Bennett
Overland Park, KS
- -------------------------------------------------------------------------------------------------
James R. Houghton Chairman of the Board Emeritus Director
and Director
Corning Incorporated
80 East Market Street, 2nd Floor
Corning, NY 14830
- -------------------------------------------------------------------------------------------------
Harry P. Kamen Retired Chairman and Director
Chief Executive Officer
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel Director
Skadden Arps, Slate, Meagher & Flom
919 Third Ave.
New York, NY 10022
- -------------------------------------------------------------------------------------------------
Charles M. Leighton Retired Chairman and Director
Chief Executive Officer
CML Group, Inc.
Bolton, MA 01720
- -------------------------------------------------------------------------------------------------
Allen E. Murray Retired Chairman of the Board and Director
Chief Executive Officer
Mobil Corporation
375 Park Ave., Suite 2901
New York, NY 10163
- -------------------------------------------------------------------------------------------------
Stewart Nagler Vice Chairman of the Board and Vice Chairman of the Board and
Chief Financial Officer Chief Financial Officer and Director
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation & Positions and Offices
Name Business Address with MetLife
- -------------------------------------------------------------------------------------
<S> <C> <C>
John J. Phelan, Jr. Retired Chairman and Director
Chief Executive Officer
New York Stock Exchange, Inc.
P.O. Box 312
Mill Neck, NY 11765
- -------------------------------------------------------------------------------------
Hugh B. Price President and Chief Executive Officer Director
National Urban League, Inc.
12 Wall Street
New York, NY 10005
- -------------------------------------------------------------------------------------
Robert G. Schwartz Retired Chairman of the Board, Director
President and Chief Executive Officer
Metropolitan Life Insurance Company
200 Park Ave., Suite 5700
New York, NY 10166
- -------------------------------------------------------------------------------------
Ruth J. Simmons, Ph.D. President Director
Smith College
College Hall 20
Northhampton, MA 01063
- -------------------------------------------------------------------------------------
William C. Steere, Jr. Chairman of the Board and Director
Chief Executive Officer
Pfizer, Inc.
235 East 42nd Street
New York, NY 10017
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
Name of Officer* Position with Metropolitan Life
- ---------------------------------------------------------------------------------------
<S> <C>
Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer
- ---------------------------------------------------------------------------------------
Gerald Clark Vice Chairman of the Board
- ---------------------------------------------------------------------------------------
Stewart G. Nagler Vice Chairman of the Board
- ---------------------------------------------------------------------------------------
Gary A. Beller Senior Executive Vice-President and General Counsel
- ---------------------------------------------------------------------------------------
C. Robert Henrikson Senior Executive Vice-President
- ---------------------------------------------------------------------------------------
Catherine A. Rein Senior Executive Vice-President
- ---------------------------------------------------------------------------------------
William J. Toppeta Senior Executive Vice-President
- ---------------------------------------------------------------------------------------
John H. Tweedie Senior Executive Vice-President
- ---------------------------------------------------------------------------------------
Jeffrey J. Hodgman Executive Vice-President
- ---------------------------------------------------------------------------------------
Terence I. Lennon Executive Vice-President
- ---------------------------------------------------------------------------------------
David A. Levene Executive Vice-President
- ---------------------------------------------------------------------------------------
John D. Moynahan, Jr. Executive Vice-President
- ---------------------------------------------------------------------------------------
Judy E. Weiss Executive Vice-President and Chief Actuary
- ---------------------------------------------------------------------------------------
Alexander D. Brunini Senior Vice-President
- ---------------------------------------------------------------------------------------
Jon F. Danski Senior Vice-President and Controller
- ---------------------------------------------------------------------------------------
Richard M. Blackwell Senior Vice-President
- ---------------------------------------------------------------------------------------
James B. Digney Senior Vice-President
- ---------------------------------------------------------------------------------------
William T. Friedman Senior Vice-President
- ---------------------------------------------------------------------------------------
Ira Friedman Senior Vice-President
- ---------------------------------------------------------------------------------------
Anne E. Hayden Senior Vice-President
- ---------------------------------------------------------------------------------------
Sybil C. Jacobsen Senior Vice-President
- ---------------------------------------------------------------------------------------
Joseph W. Jordan Senior Vice-President
- ---------------------------------------------------------------------------------------
Kernan F. King Senior Vice-President
- ---------------------------------------------------------------------------------------
Nicholas D. Latrenta Senior Vice-President
- ---------------------------------------------------------------------------------------
Leland C. Launer, Jr. Senior Vice-President
- ---------------------------------------------------------------------------------------
Gary E. Lineberry Senior Vice-President
- ---------------------------------------------------------------------------------------
James L. Lipscomb Senior Vice-President
- ---------------------------------------------------------------------------------------
William Livesey Senior Vice-President
- ---------------------------------------------------------------------------------------
James M. Logan Senior Vice-President
- ---------------------------------------------------------------------------------------
Eugene Marks, Jr. Senior Vice-President
- ---------------------------------------------------------------------------------------
William R. Prueter Senior Vice-President
- ---------------------------------------------------------------------------------------
Joseph A. Reali Senior Vice-President
- ---------------------------------------------------------------------------------------
Vincent P. Reusing Senior Vice-President
- ---------------------------------------------------------------------------------------
Felix Schirripa Senior Vice-President
- ---------------------------------------------------------------------------------------
Robert E. Sollmann, Jr. Senior Vice-President
- ---------------------------------------------------------------------------------------
Thomas L. Stapleton Senior Vice-President and Tax Director
- ---------------------------------------------------------------------------------------
James F. Stenson Senior Vice-President
- ---------------------------------------------------------------------------------------
Stanley J. Talbi Senior Vice-President
- ---------------------------------------------------------------------------------------
Richard R. Tartre Senior Vice-President
- ---------------------------------------------------------------------------------------
James A. Valentine Senior Vice-President
- ---------------------------------------------------------------------------------------
Lisa M. Weber Senior Vice-President
- ---------------------------------------------------------------------------------------
William J. Wheeler Senior Vice-President and Treasurer
- ---------------------------------------------------------------------------------------
Anthony J. Williamson Senior Vice-President
- ---------------------------------------------------------------------------------------
Louis J. Ragusa Vice-President and Secretary
</TABLE>
- ------------
* The principal occupation of each officer, except for the following officers,
during the last five years has been as an officer of Metropolitan Life or an
affiliate thereof. Gary A. Beller has been an officer of Metropolitan Life
since November, 1994; prior thereto, he was a Consultant and Executive Vice-
President and General Counsel of the Americana Express Company. Robert H.
Benmosche has been an officer of Metropolitan Life since September, 1995;
prior thereto, he was an Executive Vice-President of Paine Webber. Terrence
I. Lennon has been an officer of Metropolitan since March, 1994; prior
thereto, he was Assistant Deputy Superintendent and Chief Examiner of the
New York State Department of Insurance. Richard R. Tartre has been an
officer of Metropolitan Life since January 13, 1997, prior thereto, he was
President and CEO of Astra Management Corp. William J. Wheeler became an
officer of Metropolitan Life since October 13, 1997; prior thereto, he was
Senior Vice-President, Investment Banking of Donaldson, Lufkin and Jenrette.
Lisa Weber has been an officer of Metropolitan Life since March 16, 1998;
prior thereto, she was a Director of Diversity Strategies and Development
and an Associate Director of Human Resources of Paine Webber. John F. Danski
has been an officer of Metropolitan Life since March 25, 1998; prior
thereto, he was Senior Vice-President, Controller and General Auditor at ITT
Corporation. The business address of each officer is 1 Madison Avenue, New
York, New York 10010.
A-3
<PAGE>
Appendix II
Financial Statements--to be added by Amendment.
B-1
<PAGE>
PART II
CONTENTS OF REGISTRATION STATEMENT
REPRESENTATION WITH RESPECT TO FEES AND CHARGES
Metropolitan Life represents that the fees and charges deducted under the
Policies offered and sold pursuant to this amended Registration Statement, in
the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred, and the risks assumed by Metropolitan Life under the
Policies. Metropolitan Life bases its representation on its assessment of all
of the facts and circumstances, including such relevant factors as: the nature
and extent of such services, expenses and risks, the need for Metropolitan
Life to earn a profit, the degree to which the Policies include innovative
features, and regulatory standards for exemptive relief under the Investment
Company Act of 1940 used prior to October 1996, including the range of
industry practice. This representation applies to all policies issued pursuant
to this Registration Statement, including those sold on the terms specifically
described in the prospectuses contained herein, or any variations therein
based on supplements, amendments, endorsements or other riders to such
policies or prospectuses, or otherwise.
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-Reference Table.
New Product Prospectus consisting of 34 pages.
Old Product Prospectus+
Undertaking to File Reports (filed with the initial filing of this
Registration Statement on May 14, 1992.)
Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
(filed with the initial filing of this Registration Statement on May
14, 1992.)
Representation with respect to fees and charges.
The signatures.
Written Consents of the following persons:
Company Actuary (filed with Exhibit 6 below).
Independent Auditors
The following exhibits:
<TABLE>
<C> <S> <C>
1.A (1) --Resolution of Board of Directors of Metropolitan Life
effecting the establishment of Metropolitan Life Separate
Account UL................................................. ++++
(2) --Not Applicable
(3) --(a) Not Applicable
--(b) Form of Selected Broker Agreement..................... ++++
--(c) Schedule of Sales Commissions......................... ++
(4) --Not applicable
(5) --(a) (i) Specimen Old Product Flexible Premium Multifunded
Life Insurance Policy (including application and any
alternate pages as required by state law) with form
of riders, if any.................................... ++++
(ii) Specimen New Product Flexible Premium Multifunded Life
Insurance Policy (including application and any
alternate pages required by state law) with form of
riders............................................... *
--(b) Riders for Disability Waiver Rider, and Accidental
Death Benefit............................................... ++++
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S> <C>
--(c) Riders for Accelerated Death Benefit, Children's Term
Insurance Benefit and Spouse Term Insurance Benefit..... ++++
--(d) New York Endorsement for Old Product to Flexible
Premium Multifunded Life Insurance Policy............... ++++
--(e) Additional alternate pages for Old Product required by
state law................................................... ++++
--(f) Endorsement adding death benefit Option C for Old
Product..................................................... ++++
--(g) Form of personalized illustration..................... +
(6) --(a) Charter and By-Laws of Metropolitan Life.............. +++
--(b) Amendment to By-laws.................................. +++
(7) --Not Applicable
(8) --Not Applicable
(9) --Not Applicable
2. --See Exhibit 1.A(5) above
3. --Opinion and consent of Counsel as to the legality of the
securities being registered................................ ++++++
4. --Not Applicable
5. --Not Applicable
6.a --Opinion and consent of Marian Zeldin relating to the
Flexible Premium Multifunded Life Insurance Policies ...... +
8. --Powers of Attorney........................................ +++++
9. --Method of Computing Exchange pursuant to Rule 6e-
3(T)(b)(13)(v)(B) under the Investment Company Act of 1940
(not required because there will be no cash value
adjustments)
11. --Memoranda describing certain procedures filed pursuant to
Rule 6e-3(T)(b)(12)(iii)................................... ++++
27. --Financial Data Schedule (inapplicable)
</TABLE>
- --------
+ To be filed by amendment.
++ Incorporated by reference from "Distribution of the Policies" in the
Prospectus included herein.
+++ Incorporated by reference to the filing of Post-Effective Amendment No.
4 to the Registration Statement of Separate Account UL (File No. 33-
57320) on March 1, 1996.
++++ Included in the filing of Post-Effective Amendment No. 5 to this
Registration Statement on April 30, 1997.
+++++ Included in the filing of Post-Effective Amendment No. 5 to this
Registration Statement on April 30, 1997 except for Robert H.
Benmosche's power of attorney, which is incorporated by reference to
the Registration Statement of Separate Account UL (File No. 333-40161)
filed on November 13, 1997, Stewart G. Nagler's power of attorney which
is included in the filing of Post-Effective Amendment No. 6 to this
Registration Statement on December 23, 1997, and Jon F. Danski's power
of attorney, which is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement of Separate Account UL
(File No. 333-40161) filed on April 2, 1998.
++++++ Included in the filing of Post-Effective Amendment No. 6 to this
Registration Statement on December 23, 1997.
* Included in the filing of Post-Effective Amendment No. 7 to this
Registration Statement on February 27, 1998.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, METROPOLITAN
LIFE INSURANCE COMPANY has duly caused this amended Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of New York, State
of New York, this 29th day of January, 1999.
METROPOLITAN LIFE
INSURANCE COMPANY
(Seal)
/s/ Gary A. Beller
By: _________________________________
Gary A. Beller Senior Executive
Vice-President & General Counsel
/s/ Cheryl D. Martino
Attest: _____________________________
Cheryl D. Martino
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the
- ------------------------------------- Board, President
Robert H. Benmosche and Chief Executive
Officer and
Director (Principal
Executive Officer)
* Vice-Chairman of the
- ------------------------------------- Board and Chief
Gerald Clark Investment Officer
and Director
* Vice-Chairman of the
- ------------------------------------- Board and Chief
Stewart G. Nagler Financial Officer
(Principal
Financial Officer)
* Senior Vice-
- ------------------------------------- President and
Jon F. Danski Controller
(Principal
Accounting Officer)
* Director
- -------------------------------------
Curtis H. Barnette
* Director
- -------------------------------------
Joan Ganz Cooney
/s/ Christopher P. Nicholas January 29, 1999
*By _________________________________
Christopher P. Nicholas, Esq.
Attorney-in-fact
II-3
<PAGE>
Signature Title Date
* Director
- ------------------------------------
Burton A. Dole, Jr.
* Director
- ------------------------------------
James R. Houghton
* Director
- ------------------------------------
Helene L. Kaplan
* Director
- ------------------------------------
Charles M. Leighton
* Director
- ------------------------------------
Allen E. Murray
* Director
- ------------------------------------
John J. Phelan, Jr.
* Director
- ------------------------------------
Hugh B. Price
* Director
- ------------------------------------
Robert G. Schwartz
* Director
- ------------------------------------
Ruth J. Simmons, Ph.D.
* Director
- ------------------------------------
William C. Steere, Jr.
/s/ Christopher P. Nicholas January 29, 1999
*By ________________________________
Christopher P. Nicholas, Esq.
Attorney-in-fact
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
METROPOLITAN LIFE SEPARATE ACCOUNT UL, has duly caused this amended
Registration Statement to be signed, on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested,
all in the City of New York, State of New York this 29th day of January, 1999.
METROPOLITAN LIFE SEPARATE ACCOUNT
UL
(Registrant)
By: METROPOLITAN LIFE INSURANCE
COMPANY
(Depositor)
(Seal) /s/ Gary A. Beller
By: _____________________________
Gary A. Beller Senior
Executive Vice-President and
General Counsel
/s/ Cheryl D. Martino
Attest: _____________________________
Cheryl D. Martino
Assistant Secretary
II-5
