<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 2000
REGISTRATION NO. 33-45380
================================================================================
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. 15 [X]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 15 [X]
(CHECK APPROPRIATE BOX OR BOXES)
--------------------------
ML OF NEW YORK VARIABLE ANNUITY
SEPARATE ACCOUNT B
(EXACT NAME OF REGISTRANT)
ML LIFE INSURANCE COMPANY
OF NEW YORK
(NAME OF DEPOSITOR)
100 CHURCH STREET
11TH FLOOR
NEW YORK, NEW YORK 10080-6511
(212) 602-8250
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
--------------------------
BARRY G. SKOLNICK, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ML LIFE INSURANCE COMPANY OF NEW YORK
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-12
==============================================================================
<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. 14 TO FORM N-4, REGISTRATION NO. 33-45380 FILED
ON MAY 1,2000.
<PAGE> 3
MERRILL LYNCH RETIREMENT PLUS(SM)
Issued by
ML LIFE INSURANCE COMPANY OF NEW YORK
ML of New York Variable Annuity Separate Account A ("Account A")
ML of New York 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 ML Life Insurance
Company of New York ("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
<S> <C>
ANNUAL EXPENSES
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
----------------------------------------------- --------------- ---------------
<S> <C> <C>
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
----------------------------------------------- --------------- ---------------
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
----------------------------------------------- --------------- ---------------
<S> <C> <C>
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
----------------------------------------------- --------------- ---------------
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 0.025% 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. Upon receiving 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 may not be later than
the date the annuitant would reach age 90.
Existing Contracts. For Contracts issued prior to receiving state approval, the
new maximum annuitant age of 90 will apply to any change in annuitant. In
addition, any new annuity date may not be later than the date the annuitant
would reach age 90. The maximum owner age remains age 85. 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.
SPOUSAL CONTINUATION STEP-UP
Upon receiving 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
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.
3
<PAGE> 6
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:
<TABLE>
<CAPTION>
------------------------------- ------------------------- ------------------------------- ---------------------------
PERMISSIBLE NUMBER
OR FREQUENCY OF CURRENT LIMITATIONS ON THE CONTINGENT DEFERRED
WITHDRAWALS AMOUNT WITHDRAWN SALES CHARGE
IMPOSED
------------------------------- ------------------------- ------------------------------- ---------------------------
<S> <C> <C> <C>
FROM ACCOUNT A
------------------------------- ------------------------- ------------------------------- ---------------------------
Lump Sum Withdrawals 6 per contract year Contract value in excess of None on withdrawals
$2,000 that do not exceed the
"free withdrawal
amount" on the date you
request a withdrawal
------------------------------- ------------------------- ------------------------------- ---------------------------
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
------------------------------- ------------------------- ------------------------------- ---------------------------
PERMISSIBLE NUMBER
OR FREQUENCY OF CURRENT LIMITATIONS ON THE CONTINGENT DEFERRED
WITHDRAWALS AMOUNT WITHDRAWN SALES CHARGE
IMPOSED
------------------------------- ------------------------- ------------------------------- ---------------------------
<S> <C> <C> <C>
Systematic Withdrawals Monthly, quarterly, 10% of total premiums paid None on withdrawals
semi-annual, or annual into Account A that are that do not exceed the
subject to a contingent "free withdrawal
deferred sales charge, plus amount" on the date you
100% of total premiums paid request a withdrawal
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 ML of New York 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 ML of New York 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 ML Life Insurance Company of New
York 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 ML Life Insurance
Company of New York establishing the ML of New York
Variable Annuity Separate Account A and ML of New York
Variable Annuity Separate Account B (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(2) Not Applicable
(3) Underwriting Agreement Between ML Life Insurance Company of
New York and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43654
Filed December 9, 1996).
(4)(a) Individual Variable Annuity Contract issued by ML Life
Insurance Company of New York (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration
No. 33-43654 Filed December 9, 1996).
(b) ML Life Insurance Company of New York Contingent Deferred
Sales Charge Waiver Endorsement (Incorporated by Reference
to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(c) ML Life Insurance Company of New York Individual Retirement
Annuity Endorsement (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration
No. 33-43654 Filed December 9, 1996).
(d) ML Life Insurance Company of New York Endorsement
(MLNY008) (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 7 to Form N-4, Registration
No. 33-45380 Filed April 26, 1995).
(e) ML Life Insurance Company of New York Endorsement.
(MLNY011) (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 7 to Form N-4, Registration
No. 33-45380 Filed April 26, 1995).
(f) ML Life Insurance Company of New York Individual
Variable Annuity Contract (MLNY-VA-001NY1) (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 7 to
Form N-4, Registration No. 33-45380 Filed April 26, 1995).
(g) ML Life Insurance Company of New York Endorsement (MLNY013)
(Incorporated by Reference to Post-Effective Amendment No.
10 to Form N-4, Registration No. 33-43654 Filed December 9,
1996).
(h) ML Life Insurance Company of New York Endorsement(MLNY014)
(Incorporated by Reference to Post-Effective Amendment No.
10 to Form N-4, Registration No.33-43654 Filed December 9,
1996).
C-1
<PAGE> 9
(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) ML Life Insurance Company of New York Endorsement (MLNY038)
(Incorporated by Reference to ML of New York Variable Annuity
Separate Account A's Post-Effective Amendment No. 16 to Form N-4,
Registration No. 33-43654 Filed July 10, 2000).
(k) ML Life Insurance Company of New York Endorsement (MLNY039)
(Incorporated by Reference to ML of New York Variable Annuity
Separate Account A's Post-Effective Amendment No. 16 to Form N-4,
Registration No. 33-43654 Filed July 10, 2000).
(5) (a) ML Life Insurance Company of New York Variable Annuity Application
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(b) ML Life Insurance Company of New York Variable Annuity Application
(MLNY010) Incorporated by Reference to Registrant's Post-Effective
Amendment No. 7 to Form N-4, Registration No. 33-45380 Filed April
26, 1995).
(6)(a)(i) Certificate of Amendment and Restatement of Charter of Royal
Tandem Life Insurance Company (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43654 Filed December 9, 1996).
(6)(a)(ii) Certificate of Amendment of the Charter of ML Life Insurance
Company of New York (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43654 Filed
December 9, 1996).
(b) By-Laws of ML Life Insurance Company of New York. (Incorporated
by Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 filed December 9, 1996).
(7) Not Applicable
(8) (a) Amended General Agency Agreement (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed April 28, 1994).
(b) Indemnity Agreement Between ML Life Insurance Company
of New York and Merrill Lynch Life Agency, Inc. (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(c) Management Agreement Between ML Life Insurance Company of New York
and Merrill Lynch Asset Management, Inc. (Incorporated by Reference
to Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43654 Filed December 9, 1996).
(d) Agreement Between ML Life Insurance Company of New York 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. 33-43654 Filed December 9, 1996).
(e) Agreement Between ML Life Insurance Company of New York 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. 33-43654 Filed December 9, 1996).
(f) Agreement Between ML Life Insurance Company of New York 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. 33-43654 Filed
December 9, 1996).
(g) Service Agreement Between Tandem Financial Group, Inc. and Royal
Tandem Life Insurance Company (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43654 Filed December 9, 1996).
(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.
33-43654 Filed December 9, 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. 33-45380 Filed April 28, 1994).
(k) Form of Participation Agreement Between Merrill Lynch Variable
Series Funds, Inc. and ML Life Insurance Company of New York.
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(l) Amendment to the Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc. and ML Life Insurance Company of New
York. (Incorporated by Reference to ML of New York Variable Annuity
Separate Account A's Registration Statement on Form N-4, Registration
No. 333-34894 Filed April 17, 2000).
(m) Form of Amendment to Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc. and ML Life Insurance Company of New
York (Incorporated by Reference to Post-Effective Amendment No. 12
to Form N-4, Registration No. 33-43654 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. 33-43654 Filed December 9, 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. 33-43654 Filed December 9, 1996).
(14)(a) Power of Attorney from Frederick J.C. Butler (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(b) Power of Attorney from Michael P. Cogswell (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(c) Power of Attorney from Sandra K. Cox (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(d) Power of Attorney from Joseph E. Crowne, Jr. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(e) Power of Attorney from David M. Dunford (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
C-3
<PAGE> 11
(f) Power of Attorney from John C.R. Hele (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(g) Power of Attorney from Robert L. Israeloff (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(h) Power of Attorney from Allen N. Jones (Incorporated by
Reference to Post-Effective Amendment No. 11 to Form N-4,
Registration No. 33-43654 Filed April 23, 1997).
(i) Power of Attorney from Cynthia L. Kahn (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(j) Power of Attorney from Robert A. King (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(k) Power of Attorney from Irving M. Pollack (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(l) Power of Attorney from Barry G. Skolnick (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(m) Power of Attorney from William A. Wilde (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(n) Power of Attorney from Anthony J. Vespa (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-45380 Filed March 2, 1994).
(o) Power of Attorney from Francis X. Ervin, Jr. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-45380 Filed April 25, 1996).
(p) Power of Attorney from Gail R. Farkas (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-45380 Filed April 25, 1996).
(q) Power of Attorney from Stanley C. Peterson (Incorporated by
Reference to ML Life Insurance Company of New York's
Registration Statement on Form S-1, Registration No.
333-48983 Filed March 31, 1998).
(r) Power of Attorney from Richard M. Drew (Incorporated by
Reference to ML Life Insurance Company of New York's
Registration Statement on Form S-3, Registration No.
333-48983 Filed April 6, 2000).
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
--------------------------- ------------------------------------ ----------------------------------
<S> <C> <C>
Frederick J.C. Butler Butler, Chapman & Co. LLC Director.
609 Fifth Avenue
New York, NY 10017
Michael P. Cogswell 800 Scudders Mill Road Director, Vice President and Senior
Plainsboro, NJ 08536 Counsel.
Joseph E. Crowne, Jr. 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 Chief Financial Officer, Chief
Actuary and Treasurer.
</TABLE>
C-4
<PAGE> 12
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
--------------------------- ------------------------------------ ----------------------------------
<S> <C> <C>
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
Richard M. Drew 3430 81st Street Director.
Jackson Heights, NY 11372
Robert L. Israeloff Israeloff, Trattner & Co. Director.
11 Sunrise Plaza
Valley Stream, NY 11580-6169
Allen N. Jones 800 Scudders Mill Road Director.
Plainsboro, NJ 08536
Cynthia Kahn Rogers & Wells Director.
Sherman 200 Park Avenue
New York, NY 10166
Robert A. King 119 Formby Director.
Williamsburg, VA 23188
Stanley C. Peterson 800 Scudders Mill Road Director.
Plainsboro, NJ 08536
Irving M. Pollack 11400 Strand Drive Director.
Suite 310
Rockville, MD 20852-2970
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,
Springfield, MA 01102 Variable Life Administration.
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 Compliance
Plainsboro, NJ 08536 Officer.
Jeanne Markey 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Kelly A. O'Dea 800 Scudders Mill Road Vice President and Senior Compliance
Plainsboro, NJ 08536 Officer.
Robert Ostrander 1414 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
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
--------------------------- ------------------------------------ ----------------------------------
<S> <C> <C>
Lori M. Salvo 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
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.
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Matthew J. Rider 800 Scudders Mill Road Vice President and Actuary.
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
ML Life Insurance Company of New York 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
NAME JURISDICTION OF 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
</TABLE>
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<PAGE> 14
<TABLE>
<CAPTION>
STATE OR
NAME JURISDICTION OF ENTITY
---- ----------------------
<S> <C>
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
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
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
STATE OR
NAME JURISDICTION OF ENTITY
---- ----------------------
<S> <C>
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.
(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 8,100.
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 ML Life Insurance Company of New York ("ML
of New York") and its affiliate Merrill Lynch Life Agency, Inc. ("MLLA"), with
respect to MLLA's general agency responsibilities on behalf of ML of New York
and the Contract, provides:
ML of New York 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 ML of New York 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 Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification 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,
C-8
<PAGE> 16
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; and 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: ML of New York 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; Merrill Lynch Life Variable Annuity Separate
Account A; Merrill Lynch Life Variable Annuity Separate Account B; ML of New
York Variable Life Separate Account; ML of New York Variable Life Separate
Account II and ML of New York Variable Annuity Separate Account.
(b) The directors, president, treasurer and executive vice presidents of
Merrill Lynch, Pierce, Fenner & Smith Incorporated are as follows:
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
---------------------------- ------------------------------------------------
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) 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
----------------
(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 100 Church Street, 11th Floor,
New York, NY 10080-6511, at Merrill Lynch Insurance Group Services, Inc. at 4804
Deer Lake Drive East, Jacksonville, Florida 32246, and at the office of the
General Counsel at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
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<PAGE> 17
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) ML Life Insurance Company of New York 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 ML Life Insurance Company of New York.
(e) Registrant hereby represents that it is relying on the American Council
of Life Insurance (avail, Nov. 38, 1998) 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> 18
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, ML of New York 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.
ML of New York 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 Senior Vice President of
Counsel ML Life Insurance Company of
New York
ML Life Insurance Company of New York
(Depositor)
Attest: /s/ EDWARD W. DIFFIN, JR. By: /s/ BARRY G. SKOLNICK
----------------------------- -----------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Senior Vice President
Counsel
As required by the Securities Act of 1933, this Post-Effective
Amendment No. 15 to the Registration Statement has been signed below by the
following persons in the capacities indicated on July 7, 2000.
SIGNATURE TITLE
--------- -----
* Chairman of the Board, President and
-------------------------------------- Chief Executive Officer
Anthony J. Vespa
* Director, Senior Vice President,
-------------------------------------- Chief Financial Officer, Chief
Joseph E. Crowne, Jr. Actuary and Treasurer
* Director, Senior Vice President, and
-------------------------------------- Chief Investment Officer
David M. Dunford
* Director and Senior Vice President
--------------------------------------
Gail R. Farkas
* Director, Vice President and Senior
-------------------------------------- Counsel
Michael P. Cogswell
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<PAGE> 19
SIGNATURE TITLE
--------- -----
* Director
--------------------------------------
Frederick J.C. Butler
* Director
--------------------------------------
Richard M. Drew
* Director
--------------------------------------
Robert L. Israeloff
* Director
--------------------------------------
Allen N. Jones
* Director
--------------------------------------
Cynthia Kahn Sherman
* Director
--------------------------------------
Robert A. King
* Director
--------------------------------------
Stanley C. Peterson
* Director
--------------------------------------
Irving M. Pollack
*By /s/ BARRY G. SKOLNICK In his own capacity as Director,
-------------------------------------- Vice President, General Counsel,
Barry G. Skolnick and Secretary and as
Attorney-In-Fact
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<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
(10)(a) Written Consent of Sutherland Asbill & Brennan LLP............... C-
(10)(b) Written Consent of Deloitte & Touche LLP, independent auditors... C-
(10)(c) Written Consent of Barry G. Skolnick, Esq........................ C-
</TABLE>
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