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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
Registration No. 33-43055
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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MERRILL LYNCH LIFE VARIABLE LIFE SEPARATE ACCOUNT II
(Exact Name of Trust)
MERRILL LYNCH LIFE INSURANCE COMPANY
(Name of depositor)
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Complete address of depositor's principal executive offices)
BARRY G. SKOLNICK, ESQUIRE
Senior Vice President and General Counsel
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Name and Address of Agent for Service)
Copy to:
STEPHEN E. ROTH, ESQUIRE
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2404
It is proposed that this filing will become effective (check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on , pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on , pursuant to paragraph (a)(1) of Rule 485
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Check box if it is proposed that the filing will become effective on (date) at
(time) pursuant to Rule 487 [].
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an indefinite
amount of securities has been registered under the Securities Act of 1933 by
this Registration Statement. The Rule 24f-2 notice for fiscal year 1996 was
filed on February 26, 1997.
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This post-effective amendment is being filed solely to satisfy the requirements
of Section 26(e)(2)(A) under the Investment Company Act of 1940.
The contents of Registrant's previously-filed Registration Statement on Form
S-6 of the Merrill Lynch Life Variable Life Separate Account II filed October
1, 1991 (File No. 33-43055), is incorporated by reference herein in its
entirety.
The following undertaking is added to Part II, Undertakings:
Merrill Lynch Life Insurance Company hereby represents that the fees and
charges deducted under the Contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by Merrill Lynch Life Insurance Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Merrill Lynch Life Variable Life Separate Account II hereby certifies that this
Post-Effective Amendment No. 1 meets all of the requirements for effectiveness
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933 and has
duly caused this Post-Effective Amendment No. 1 to the 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 Plainsboro and
the State of New Jersey, on the 31st day of July, 1997.
MERRILL LYNCH LIFE VARIABLE LIFE SEPARATE ACCOUNT II
(Registrant)
MERRILL LYNCH LIFE INSURANCE COMPANY
(Depositor)
ATTEST:
/s/ Edward W. Diffin, Jr. By: /s/ Barry G. Skolnick
- --------------------------------- ----------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Counsel Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on July 31, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
* Chairman of the Board, President, and
- -------------------------------------------- Chief Executive Officer
Anthony J. Vespa
* Director, Senior Vice President, Chief Financial
- -------------------------------------------- Officer, Chief Actuary, and Treasurer
Joseph E. Crowne, Jr.
* Director, Senior Vice President and Chief
- -------------------------------------------- Investment Officer
David M. Dunford
* Director and Senior Vice President
- --------------------------------------------
Gail R. Farkas
By: /s/ Barry G. Skolnick In his own capacity as Director, Senior Vice President,
---------------------------------------- General Counsel, and Secretary and as Attorney-In-Fact
Barry G. Skolnick
</TABLE>
