<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 2000
REGISTRATION NO. 33-45379
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 17 [X]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 17 [X]
(CHECK APPROPRIATE BOX OR BOXES)
----------------------
MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT B
(EXACT NAME OF REGISTRANT)
MERRILL LYNCH LIFE INSURANCE
COMPANY
(NAME OF DEPOSITOR)
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-1429
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
----------------------
BARRY G. SKOLNICK, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MERRILL LYNCH LIFE INSURANCE COMPANY
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
COPY TO:
STEPHEN E. ROTH, ESQ.
KIMBERLY J. SMITH, ESQ.
SUTHERLAND ASBILL & BRENNAN LLP
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20004-2415
----------------------
It is proposed that this filing will become effective (check appropriate
space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on July 10,2000 pursuant to paragraph (b) of Rule 485
----------------
(date)
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on _____________pursuant to paragraph (a)(1) of Rule 485
(date)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Units of Interest in Flexible Premium
Individual Deferred Variable Annuity Contracts.
EXHIBIT INDEX CAN BE FOUND ON PAGE C-10
================================================================================
<PAGE> 2
PART A, THE PROSPECTUS, AND PART B, THE STATEMENT OF ADDITIONAL INFORMATION, ARE
INCORPORATED BY REFERENCE TO THE PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION INCLUDED IN REGISTRANT'S POST-EFFECTIVE AMENDMENT NO. 16 TO FORM
N-4, REGISTRATION NO. 33-45379 FILED ON MAY 1,2000.
<PAGE> 3
MERRILL LYNCH RETIREMENT PLUS(SM)
Issued by
MERRILL LYNCH LIFE INSURANCE COMPANY
Merrill Lynch Life Variable Annuity Separate Account A ("Account A")
Merrill Lynch Life Variable Annuity Separate Account B ("Account B")
Supplement Dated July 10, 2000
To The
Prospectus Dated May 1, 2000
This supplement describes certain changes to the Retirement Plus variable
annuity contracts (collectively, the "Contracts") issued by Merrill Lynch Life
Insurance Company ("we" or "us"). These changes, which are described in more
detail below, include:
- adding a new subaccount that invests in the Focus Twenty
Select Fund of the Merrill Lynch Variable Series Funds, Inc.
(the "Variable Series Funds");
- increasing the maximum owner age (or oldest co-owner age) and
the maximum annuitant age on certain Contracts to age 90;
- providing a step-up of contract value upon spousal
continuation of the Contract to equal the amount of the death
benefit that we would have paid to the surviving spouse;
- allowing up to 6 lump sum withdrawals without a contingent
deferred sales charge (instead of one) from Account A each
contract year to the extent that the withdrawals do not exceed
the "free withdrawal amount"; and
- allowing systematic withdrawals of fixed amounts from Account
A.
NEW SUBACCOUNT
Beginning on July 10, 2000, an additional subaccount of Account A will be
available for allocations of premiums and contract value. With the addition of
this new subaccount, there are 23 subaccounts currently available under the
Contracts. You may select up to 18 of these 23 subaccounts for allocation of
premiums and contract value.
The new subaccount invests exclusively in Class A shares of a designated mutual
fund portfolio of the Variable Series Funds. The Variable Series Funds is
registered with the Securities and Exchange Commission as an open-end management
investment company and its investment adviser is Merrill Lynch Asset Management,
L.P. The investment objective of the newly available portfolio is described
below. There is no guarantee that this portfolio will be able to meet its
investment objective.
<PAGE> 4
Focus Twenty Select Fund seeks long-term capital appreciation. The Fund is a
non-diversified fund and invests primarily in common stocks of approximately 20
companies that Fund management believes have strong earnings growth and capital
appreciation potential. To a lesser extent, the Fund also may invest in
preferred stock, convertible securities, warrants, and rights to subscribe to
common stock of these companies.
FEE TABLE. The following expenses of the Fund are based on estimates for the
current year:
<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CLASS A SHARES)
----------------------------------------------------------
FOCUS TWENTY SELECT FUND
ANNUAL EXPENSES
<S> <C>
Investment Advisory Fees 0.85%
Other Expenses %
--
Total Annual Operating Expenses %
--
Expense Reimbursements %
--
Net Expenses %
--
</TABLE>
EXAMPLES OF CHARGES. If you surrender the Contract at the end of the applicable
time period, you would pay the following cumulative expenses on each $1,000
invested in the Focus Twenty Select Fund, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
====================================================================================
1 YEAR 3 YEARS
------------------------------------------------------------------------------------
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
------------------------------------------------------------------------------------
<S> <C> <C>
Focus Twenty Select Fund+ $ $
-- --
====================================================================================
</TABLE>
If you annuitize or do not surrender the Contract at the end of the applicable
time period, you would pay the following cumulative expenses on each $1,000
invested in the Focus Twenty Select Fund, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
====================================================================================
1 YEAR 3 YEARS
------------------------------------------------------------------------------------
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
------------------------------------------------------------------------------------
<S> <C> <C>
Focus Twenty Select Fund+ $ $
-- --
====================================================================================
</TABLE>
+ Class A shares
The Examples reflect expenses and charges of Account A and the Fund. They also
reflect the $40 contract maintenance charge as 0.0244% of average assets. The
Examples do not include charges to contract owners for premium taxes. See the
CHARGES AND DEDUCTIONS section in the Prospectus and the Fund prospectus for a
further discussion of fees and charges. THE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RATES OF RETURN OF THE FUND.
ACTUAL EXPENSES AND ANNUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE
ASSUMED FOR THE PURPOSE OF THE EXAMPLES.
2
<PAGE> 5
MAXIMUM OWNER AND ANNUITANT AGES
We are increasing the maximum owner age and maximum annuitant age on certain
Contracts from age 85 to age 90, as described below.
New Contracts. Beginning July 10, 2000 and subject to state approval, we will
issue nonqualified Contracts as long as the owner (or the oldest co-owner) and
the annuitant are both less than 90 years old. In addition, the annuity date now
may not be later than the date the annuitant would reach age 90.
Additional restrictions apply to Contracts issued in Vermont and Florida.
Although the maximum annuitant age increases to age 90 and the latest annuity
date increases to the date the annuitant would reach age 90, the maximum owner
age on such Contracts remains age 85. In addition, for Contracts issued in these
states to owners that are not natural persons, any annuitant still must be less
than 85 years old and the annuity date may not be later than the annuitant's
85th birthday.
Existing Contracts. For Contracts in force on July 10, 2000 and subject to state
approval, the new maximum annuitant age of 90 will apply to any change of
annuitant. In addition, any new annuity date may not be later than the date the
annuitant would reach age 90. These changes to the maximum annuitant age and
latest annuity date will not automatically alter your Contract. They will apply
only if you request a change in annuitant or annuity date.
For in force Contracts on Form No. ML-VA-001 with an owner that is not a natural
person, any new annuitant still must be less than 85 years old and the annuity
date may not be later than the annuitant's 85th birthday.
SPOUSAL CONTINUATION STEP-UP
Beginning July 10, 2000 and subject to state approval, if the owner dies and the
surviving spouse elects to continue the Contract, we will compare the contract
value to the death benefit which would have been paid to the surviving spouse.
If the death benefit which would have been paid to the surviving spouse is
greater than the contract value as of the date we would have determined the
death benefit, we will increase the contract value of the continued Contract to
equal the death benefit we would have paid to the surviving spouse. The increase
will be applied to each subaccount based on the ratio of your contract value in
each subaccount to your contract value.
NEW WITHDRAWAL RIGHTS
LUMP SUM WITHDRAWALS
Beginning August 18, 2000, you may make up to 6 lump sum withdrawals from
Account A each contract year. We will not impose any contingent deferred sales
charge on any withdrawals from Account A in a contract year to the extent they
do not exceed the "free withdrawal amount" determined as of the date of the
withdrawal request. The "free withdrawal amount" equals the greater of (a) or
(b), where:
a = 10% of total premiums paid into Account A that are subject
to a contingent deferred sales charge; and
3
<PAGE> 6
b = your gain in Account A plus premiums allocated to Account A
that are not subject to a contingent deferred sales charge.
Any amount previously withdrawn from Account A during that contract year plus
any amount previously transferred from Account A to Account B during that
contract year will be taken into account in determining the "free withdrawal
amount" available as of the date of the withdrawal request. We will make these
withdrawals as if gain is withdrawn first, followed by premium on a first-in,
first-out ("FIFO") basis. The contract value remaining after any withdrawal must
be at least $2,000. Each withdrawal counts as one of the six permitted each
contract year.
SYSTEMATIC WITHDRAWALS
Beginning August 18, 2000, you may make systematic withdrawals from Account A on
a monthly, quarterly, semi-annual, or annual basis. We currently limit the total
amount of these withdrawals in any contract year to an amount no greater than
10% of the total premiums paid into Account A that are subject to a contingent
deferred sales charge, plus 100% of total premiums paid into Account A that are
no longer subject to a contingent deferred sales charge, less any prior amount
withdrawn from Account A during that contract year, less any prior amount
transferred from Account A to Account B during that contract year.
We reserve the right to change the limitation on the total amount of systematic
withdrawals in a contract year at any time. However, you will always be
permitted to make systematic withdrawals in a contract year of an amount at
least equal to 10% of the total premiums paid into Account A, less any prior
amounts withdrawn from Account A during that contract year, less any prior
amount transferred from Account A to Account B during that contract year.
These withdrawals are in addition to the lump sum withdrawals discussed above
and the one lump sum transfer to Account B allowed each contract year. You
cannot make systematic withdrawals from Account A and automatic transfers from
Account A to Account B in the same contract year.
We will not impose a contingent deferred sales charge on systematic withdrawals
except to the extent that, when added to prior lump sum withdrawals from Account
A and prior lump sum transfers to Account B in the same contract year, the
systematic withdrawals exceed the "free withdrawal amount" described under "Lump
Sum Withdrawals" above.
You can stop systematic withdrawals at any time upon notice to us. Once
withdrawals are stopped, you cannot begin them again before the next contract
year. Amounts available for withdrawal cannot be carried over to subsequent
contract years.
SUMMARY OF WITHDRAWAL RIGHTS
To summarize, once these new withdrawal provisions become effective, you will
have the following withdrawal rights under your Contract each contract year:
4
<PAGE> 7
<TABLE>
<CAPTION>
------------------------------- ------------------------- ------------------------------- ---------------------------
PERMISSIBLE NUMBER CONTINGENT DEFERRED
OR FREQUENCY OF CURRENT LIMITATIONS ON THE SALES CHARGE
WITHDRAWALS AMOUNT WITHDRAWN IMPOSED
------------------------------- ------------------------- ------------------------------- ---------------------------
FROM ACCOUNT A
------------------------------- ------------------------- ------------------------------- ---------------------------
<S> <C> <C> <C>
Lump Sum Withdrawals 6 per contract year Contract value in excess of None on withdrawals that
$2,000 do not exceed the "free
withdrawal amount" on the
date you request a
withdrawal
------------------------------- ------------------------- ------------------------------- ---------------------------
Systematic Withdrawals Monthly, quarterly, 10% of total premiums paid None on withdrawals that
semi-annual, or annual into Account A that are do not exceed the "free
subject to a contingent withdrawal amount" on the
deferred sales charge, plus date withdrawn
100% of total premiums paid
into Account A that are no
longer subject to a
contingent deferred sales
charge, less any prior
amounts withdrawn from
Account A during that
contract year, less any prior
amount transferred from
Account A to Account B during
that contract year
------------------------------- ------------------------- ------------------------------- ---------------------------
FROM ACCOUNT B
------------------------------- ------------------------- ------------------------------- ---------------------------
Lump Sum Withdrawals Unlimited Unlimited None
------------------------------- ------------------------- ------------------------------- ---------------------------
Automatic Withdrawals Monthly, quarterly, Unlimited None
semi-annual, or annual
------------------------------- ------------------------- ------------------------------- ---------------------------
</TABLE>
* * *
Please retain this supplement with your Prospectus for your reference. A copy of
the current prospectus for the Focus Twenty Select Fund is also enclosed. If you
have any questions, please contact your Financial Consultant or the Service
Center at 1-800-535-5549.
5
<PAGE> 8
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(1) Financial Statements of Merrill Lynch Life Variable Annuity
Separate Account A as of December 31, 1999 and for the two years
ended December 31, 1999 and the Notes relating thereto appear in
the Statement of Additional Information (Part B of the
Registration Statement)
(2) Financial Statements of Merrill Lynch Life Variable Annuity
Separate Account B as of December 31, 1999 and for the two years
ended December 31, 1999 and the Notes relating thereto appear in
the Statement of Additional Information (Part B of the
Registration Statement)
(3) Financial Statements of Merrill Lynch Life Insurance Company for
the three years ended December 31, 1999 and the Notes relating
thereto appear in the Statement of Additional Information (Part B
of the Registration Statement)
(b) Exhibits
(1) Resolution of the Board of Directors of Merrill Lynch Life
Insurance Company establishing the Merrill Lynch Life Variable
Annuity Separate Account A and Merrill Lynch Life Variable Annuity
Separate Account B (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996).
(2) Not Applicable
(3) Underwriting Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(4)(a) Individual Variable Annuity Contract issued by Merrill Lynch Life
Insurance Company (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996).
(b) Merrill Lynch Life Insurance Company Contingent Deferred Sales
Charge Waiver Endorsement (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996).
(c) Individual Retirement Annuity Endorsement (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(d) Merrill Lynch Life Insurance Company Endorsement (Incorporated by
reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(e) Individual Variable Annuity Contract (revised) issued by Merrill
Lynch Life Insurance Company (ML-VA-002) (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 7 to Form
N-4, Registration No. 33-45379 Filed April 26, 1995).
(f) Merrill Lynch Life Insurance Company Endorsement (ML008)
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 7 to Form N-4, Registration No. 33-45379 Filed April
26, 1995).
(g) Merrill Lynch Life Insurance Company Individual Variable Annuity
Contract (ML-VA-001) (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 7 to Form N-4, Registration No.
33-45379 Filed April 26, 1995).
C-1
<PAGE> 9
(h) Guaranteed Minimum Income Benefit Rider (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 13 to Form N-4,
Registration No. 33-45379 Filed January 15, 1999).
(i) Tax-Sheltered Annuity Endorsement (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 15 to Form N-4,
Registration No. 33-43773 Filed April 13, 1999).
(j) Merrill Lynch Life Insurance Company Endorsement (ML038)
(Incorporated by Reference to Merrill Lynch Life Variable Annuity
Separate Account A's Post-Effective Amendment No. 17 to Form N-4,
Registration No. 33-43773 Filed July 10, 2000).
(k) Merrill Lynch Life Insurance Company Endorsement (ML039)
(Incorporated by Reference to Merrill Lynch Life Variable Annuity
Separate Account A's Post-Effective Amendment No. 17 to Form N-4,
Registration No. 33-43773 Filed July 10, 2000).
(1) Merrill Lynch Life Insurance Company Endorsement (ML040)
(Incorporated by Reference to Merrill Lynch Life Variable Annuity
Separate Account A's Post-Effective Amendment No. 17 to Form N-4,
Registration No. 33-43773 Filed July 10, 2000).
(m) Merrill Lynch Life Insurance Company Endorsement (ML041)
(Incorporated by Reference to Merrill Lynch Life Variable Annuity
Separate Account A's Post-Effective Amendment No. 17 to Form N-4,
Registration No. 33-43773 Filed July 10, 2000).
(5) Form of Application for the Flexible Premium Individual Deferred
Variable Annuity. (Incorporated by Reference to Merrill Lynch Life
Variable Annuity Separate Account A's Post-Effective Amendment No.
16 to Form N-4, Registration No. 33-43773 Filed May 1, 2000).
(6)(a) Articles of Amendment, Restatement and Redomestication of the
Articles of Incorporation of Merrill Lynch Life Insurance Company
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(b) Amended and Restated By-laws of Merrill Lynch Life Insurance
Company (Incorporated by Reference to Post-Effective Amendment
No. 10 to Form N-4, Registration No. 33-43773 Filed December 10,
1996).
(7) Not Applicable
(8)(a) Amended General Agency Agreement (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 5 to Form N-4,
Registration No. 33-45379 Filed April 28, 1994).
(b) Indemnity Agreement Between Merrill Lynch Life Insurance Company
and Merrill Lynch Life Agency, Inc. (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996).
(c) Management Agreement Between Merrill Lynch Life Insurance Company
and Merrill Lynch Asset Management, Inc. (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(d) Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Variable Series Funds, Inc. Relating to Maintaining Constant
Net Asset Value for the Reserve Assets Fund (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(e) Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Variable Series Funds, Inc. Relating to Maintaining Constant
Net Asset Value for the Domestic Money Market Fund (Incorporated
by Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(f) Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Variable Series Funds, Inc. Relating to Valuation and
Purchase Procedures (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996).
(g) Amended Service Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch Insurance Group, Inc. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 5 to Form
N-4, Registration No. 33-45379 Filed April 28, 1994).
(h) Reimbursement Agreement Between Merrill Lynch Asset Management,
Inc. and Merrill Lynch Life Agency, Inc. (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
C-2
<PAGE> 10
(i) Amendment to the Reimbursement Agreement Between Merrill Lynch
Asset Management, L.P. and Merrill Lynch Life Agency, Inc.
(Incorporated by Reference to Merrill Lynch Life Variable Annuity
Separate Account A's Registration Statement on Form N-4,
Registration No. 333-90243 Filed November 3, 1999).
(j) Form of Participation Agreement Between Merrill Lynch Variable
Series Funds, Inc., Merrill Lynch Life Insurance Company, ML Life
Insurance Company of New York, and Family Life Insurance Company
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 5 to Form N-4, Registration No. 33-45379 Filed April
28, 1994).
(k) Form of Participation Agreement Between Merrill Lynch Variable
Series Funds, Inc. and Merrill Lynch Life Insurance Company.
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(l) Amendment to the Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc. and Merrill Lynch Life Insurance
Company. (Incorporated by Reference to Merrill Lynch Life Variable
Annuity Separate Account A's Registration Statement on Form N-4,
Registration No. 333-90243 Filed November 3, 1999).
(m) Form of Amendment to Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc. and Merrill Lynch Life Insurance
Company (Incorporated by Reference to Post-Effective Amendment No.
12 to Form N-4, Registration No. 33-43773 Filed May 1, 1998).
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to
the legality of the securities being registered. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 10 to Form
N-4, Registration No. 33-45379 Filed December 10, 1996).
(10)(a) Written Consent of Sutherland Asbill & Brennan LLP.
(b) Written Consent of Deloitte & Touche LLP, independent auditors.
(c) Written Consent of Barry G. Skolnick, Esq.
(11) Not Applicable
(12) Not Applicable
(13) Schedule for Computation of Performance Quotations (Incorporated
by Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
(14)(a) Power of Attorney from Joseph E. Crowne, Jr. (Incorporated by
Reference to Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-43773 Filed March 2, 1994).
(b) Power of Attorney from David M. Dunford (Incorporated by Reference
to Post-Effective Amendment No. 4 to Form N-4, Registration
No. 33-43773 Filed March 2, 1994).
(c) Power of Attorney from John C.R. Hele (Incorporated by Reference
to Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(d) Power of Attorney from Allen N. Jones (Incorporated by Reference
to Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(e) Power of Attorney from Barry G. Skolnick (Incorporated by
Reference to Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-43773 Filed March 2, 1994).
(f) Power of Attorney from Anthony J. Vespa (Incorporated by Reference
to Post-Effective Amendment No. 4 to Form N-4, Registration
No. 33-43773 Filed March 2, 1994).
(g) Power of Attorney from Gail R. Farkas (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-43773 Filed April 25, 1996).
C-3
<PAGE> 11
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
--------------------- ------------------------------- ------------------------------------
<S> <C> <C>
Joseph E. Crowne, Jr. 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 Chief Financial Officer, Chief
Actuary and Treasurer.
David M. Dunford 800 Scudders Mill Road Director, Senior Vice President
Plainsboro, NJ 08536 and Chief Investment Officer.
Gail R. Farkas 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Barry G. Skolnick 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 General Counsel and Secretary.
Anthony J. Vespa 800 Scudders Mill Road Director, Chairman of the Board,
Plainsboro, NJ 08536 Chief Executive Officer and
President.
Deborah J. Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 08536
Robert J. Boucher 1414 Main Street Senior Vice President, Variable
Springfield, MA 01102 Life Administration.
Michael P. Cogswell 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Edward W. Diffin, Jr. 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Linda Gillis 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Diana Joyner 1414 Main Street Vice President.
Springfield, MA 01102
Robin Maston 800 Scudders Mill Road Vice President and Senior
Plainsboro, NJ 08536 Compliance Officer.
Jeanne Markey 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Kelly A. O'Dea 800 Scudders Mill Road Vice President and Senior
Plainsboro, NJ 08536 Compliance Officer.
Robert Ostrander l414 Main Street Vice President and Controller.
Springfield, MA 01102
Shelley K. Parker 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Lori M. Salvo 800 Scudders Mill Road Vice President and Senior
Plainsboro, NJ 08536 Counsel.
John A. Shea 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Tracy A. Bartoy 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Robert J. Viamari 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
</TABLE>
C-4
<PAGE> 12
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
--------------------- ------------------------------- ------------------------------------
<S> <C> <C>
Chester Westergard 2200 Rodney Parham Road Vice President.
Suite 300
Little Rock, AR 72212
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Matthew J. Rider 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Donald C. Stevens, III 800 Scudders Mill Road Vice President and Controller.
Plainsboro, NJ 08536
Amy S. Winston 800 Scudders Mill Road Vice President and Director of
Plainsboro, NJ 08536 Compliance.
</TABLE>
---------------------
* Each director is elected to serve until the next annual shareholder meeting
or until his or her successor is elected and shall have qualified.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Merrill Lynch Life Insurance Company is an indirect wholly owned subsidiary
of Merrill Lynch & Co., Inc.
A list of subsidiaries of Merrill Lynch & Co., Inc. ("ML & Co.") appears
below.
SUBSIDIARIES OF THE REGISTRANT
The following are subsidiaries of ML & Co. as of February 25, 2000 and the
states or jurisdictions in which they are organized. Indentation indicates the
principal parent of each subsidiary. Except as otherwise specified, in each case
ML & Co. owns, directly or indirectly, at least 99% of the voting securities of
each subsidiary. The names of particular subsidiaries have been omitted because,
considered in the aggregate as a single subsidiary, they would not constitute,
as of the end of the year covered by this report, a "significant subsidiary" as
that term is defined in Rule 1.02(w) of Regulation S-X under the Securities
Exchange Act of 1934.
<TABLE>
<CAPTION>
STATE OR
JURISDICTION OF
NAME ENTITY
---- ------------------
<S> <C>
Merrill Lynch & Co., Inc. ........................................ Delaware
Merrill Lynch, Pierce, Fenner & Smith Incorporated(1) ........... Delaware
Broadcort Capital Corp. ....................................... Delaware
Merrill Lynch Life Agency Inc.(2) ............................. Washington
Merrill Lynch Professional Clearing Corp.(3) .................. Delaware
Merrill Lynch Bank & Trust Co. .................................. New Jersey
Merrill Lynch Capital Services, Inc. ............................ Delaware
Merrill Lynch Government Securities Inc. ........................ Delaware
Merrill Lynch Money Markets Inc. .............................. Delaware
Merrill Lynch Group, Inc. ....................................... Delaware
Merrill Lynch & Co., Canada Ltd. .............................. Ontario
Merrill Lynch Canada Inc. .................................... Canada
Mercury Asset Management Group Ltd (4) ....................... England
Mercury Asset Management Holdings Ltd ..................... England
Merrill Lynch Asset Management L.P.(5). ....................... Delaware
Merrill Lynch Capital Partners, Inc. .......................... Delaware
Merrill Lynch Futures Inc. .................................... Delaware
Merrill Lynch Insurance Group, Inc. ........................... Delaware
Merrill Lynch Life Insurance Company........................ Arkansas
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
STATE OR
JURISDICTION OF
NAME ENTITY
---- ------------------
<S> <C>
ML Life Insurance Company of New York ..................................... New York
Merrill Lynch International Finance Corporation ............................. New York
Merrill Lynch International Bank Limited .................................. England
Merrill Lynch Bank (Suisse) S.A. ......................................... Switzerland
Merrill Lynch Group Holdings Limited ........................................ Ireland
Merrill Lynch Capital Markets Bank Limited ................................ Ireland
Merrill Lynch Mortgage Capital Inc. ......................................... Delaware
Merrill Lynch Bank USA ...................................................... Utah
Merrill Lynch Trust Company(6) .............................................. New Jersey
Merrill Lynch Business Financial Services Inc. ............................ Delaware
Merrill Lynch Credit Corporation .......................................... Delaware
Merrill Lynch Investment Partners Inc. ...................................... Delaware
MLDP Holdings, Inc.(7) ...................................................... Delaware
Merrill Lynch Derivative Products AG ...................................... Switzerland
ML IBK Positions, Inc. ...................................................... Delaware
Merrill Lynch Capital Corporation ......................................... Delaware
ML Leasing Equipment Corp.(8) ............................................... Delaware
Merrill Lynch International Incorporated ..................................... Delaware
Merrill Lynch (Australasia) Pty Limited ..................................... New South Wales
Merrill Lynch International (Australia) Limited(9) ........................ New South Wales
Merrill Lynch International Bank ............................................ United States
Merrill Lynch International Holdings Inc. ................................... Delaware
Merrill Lynch Bank and Trust Company (Cayman) Limited ..................... Cayman Islands,
British West Indies
Merrill Lynch Capital Markets A.G. ........................................ Switzerland
Merrill Lynch Europe PLC .................................................. England
Merrill Lynch Europe Holdings Limited .................................... England
Merrill Lynch International(10) ........................................ England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & Dealers) Limited ....... England
Merrill Lynch Europe Ltd. ................................................. Cayman Islands,
British West Indies
Merrill Lynch France ...................................................... France
Merrill Lynch Capital Markets (France) S.A. ............................. France
Merrill Lynch (Asia Pacific) Limited ...................................... Hong Kong
Merrill Lynch Far East Limited .......................................... Hong Kong
Merrill Lynch Japan Incorporated ........................................... Cayman Islands
British West Indies
</TABLE>
--------------------
(1) MLPF&S also conducts business as "Merrill Lynch & Co."
(2) Similarly named affiliates and subsidiaries that engage in the sale of life
insurance and annuity products are incorporated in various other
jurisdictions.
(3) The preferred stock of the corporation is owned by an unaffiliated group of
investors.
(4) Held through several intermediate holding companies.
(5) Merrill Lynch Asset Management L.P. is a limited partnership whose general
partner is Princeton Services, Inc. and whose limited partner is ML & Co.
(6) Similarly named affiliates and subsidiaries that provide trust and custodial
services are incorporated in various other jurisdictions.
(7) Merrill Lynch Group, Inc. owns 100% of this corporation's outstanding common
voting stock. 100% of the outstanding preferred voting stock is held by
outside parties.
(8) This corporation has more than 45 direct or indirect subsidiaries operating
in the United States and serving as either general partners or associate
general partners of limited partnerships.
(9) Held through an intermediate subsidiary.
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<PAGE> 14
(10) Partially owned by another indirect subsidiary of ML & Co.
ITEM 27. NUMBER OF CONTRACTS
The number of contracts in force as of July 3, 2000 was 97,522.
ITEM 28. INDEMNIFICATION
There is no indemnification of the principal underwriter, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, with respect to the Contract.
The indemnity agreement between Merrill Lynch Life Insurance Company
("Merrill Lynch Life") and its affiliate Merrill Lynch Life Agency, Inc.
("MLLA"), with respect to MLLA's general agency responsibilities on behalf of
Merrill Lynch Life and the Contract, provides:
Merrill Lynch Life will indemnify and hold harmless MLLA and all
persons associated with MLLA as such term is defined in Section 3(a)(21)
of the Securities Exchange Act of 1934 against all claims, losses,
liabilities and expenses, to include reasonable attorneys' fees, arising
out of the sale by MLLA of insurance products under the above-referenced
Agreement, provided that Merrill Lynch Life shall not be bound to
indemnify or hold harmless MLLA or its associated persons for claims,
losses, liabilities and expenses arising directly out of the willful
misconduct or negligence of MLLA or its associated persons.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registration pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as
principal underwriter for the following additional funds: CBA Money Fund; CMA
Government Securities Fund; CMA Money Fund; CMA Tax-Exempt Fund; CMA Treasury
Fund; CMA Multi-State Municipal Series Trust; The Corporate Fund Accumulation
Program, Inc.; Defined Asset Funds--Municipal Insured Series; Equity Investor
Fund; The Fund of Stripped ("Zero") U.S. Treasury Securities; The GNMA
Investment Accumulation Program; Government Securities Income Fund;
International Bond Fund; The Merrill Lynch Fund of Stripped ("Zero") U.S.
Treasury Securities; Merrill Lynch Trust for Government Securities; Municipal
Income Fund; Municipal Investment Trust Fund; and The Municipal Fund
Accumulation Program, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: Merrill Lynch Life Variable
Annuity Separate Account A; Merrill Lynch Life Variable Life Separate Account;
Merrill Lynch Life Variable Life Separate Account II; Merrill Lynch Life
Variable Annuity Separate Account; ML of New York Variable Life Separate
Account; ML of New York Variable Life Separate Account II; ML of New York
Variable Annuity Separate Account; ML of New York Variable Annuity Separate
Account A; and ML of New York Variable Annuity Separate Account B.
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<PAGE> 15
(b)The directors, president, treasurer and executive vice presidents of
Merrill Lynch, Pierce, Fenner & Smith Incorporated are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
----------------------------- ------------------------------------------------
<S> <C>
John L. Steffens(1) Director, Chairman of the Board, and Chief
Executive Officer
Thomas W. Davis(1) Executive Vice President
Barry S. Friedberg(1) Executive Vice President
Edward L. Goldberg(1) Executive Vice President
Jerome P. Kenney(1) Executive Vice President
E. Stanley O'Neal(1) Director and Executive Vice President
Thomas H. Patrick(1) Executive Vice President
George A. Schieren(2) Director, General Counsel and Senior Vice
President
Winthrop H. Smith, Jr.(1) Executive Vice President
John C. Stomber(3) Senior Vice President and Treasurer
Roger M. Vasey(1) Executive Vice President
</TABLE>
(1) World Financial Center, 250 Vesey Street, New York, NY 10080
(2) 222 Broadway Street, 14th Floor, New York, NY 10038
(3) World Financial Center, 225 Liberty Street, New York, NY 10281
(c) Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and records required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder are maintained by the
depositor at the principal executive offices at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536 and the Service Center at 4804 Deer Lake Drive
East, Jacksonville, Florida 32246.
ITEM 31. NOT APPLICABLE
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) Registrant undertakes to file a post-effective amendment to the
Registrant Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.
(b) Registrant undertakes to include either (1) as part of any application
to purchase a contract offered by the prospectus, a space that an applicant can
check to request a statement of additional information, or (2) a postcard or
similar written communications affixed to or included in the prospectus that the
applicant can remove to send for a statement of additional information.
(c) Registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available under
this Form promptly upon written or oral request.
(d) 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.
(e) Registrant hereby represents that it is relying on the American Council
of Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to
Contracts used in connection with retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code, and represents further that it will
comply with the provisions of paragraphs (1) through (4) set forth in that
no-action letter.
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<PAGE> 16
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Merrill Lynch Life Variable Annuity Separate Account B,
certifies that this Post-Effective Amendment meets all the requirements for
effectiveness under paragraph (b) of Rule 485, and accordingly, has caused this
Amendment to be signed on its behalf, in the City of Plainsboro, State of New
Jersey, on the 7th day of July, 2000.
<TABLE>
<S> <C>
Merrill Lynch Life Variable Annuity
Separate Account B
(Registrant)
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 of
Merrill Lynch Life Insurance
Company
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
</TABLE>
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 17 to the Registration Statement has been signed below by the following
persons in the capacities indicated on July 7, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
* Chairman of the Board, President and Chief
----------------------------- Executive Officer
Anthony J. Vespa
* Director, Senior Vice President, Chief
----------------------------- Financial Officer, Chief Actuary and
Joseph E. Crowne, Jr. Treasurer
* 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
Barry G. Skolnick and as Attorney-In-Fact
</TABLE>
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<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
(1O)(a) Written Consent of Sutherland Asbill & Brennan LLP ............... C-
(1O)(b) Written Consent of Deloitte & Touche LLP ......................... C-
(1O)(c) Written Consent of Barry G. Skolnick, Esq. ....................... C-
</TABLE>
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