As filed with the Securities and Exchange Commission on December 27, 1996.
Registration No. 811- __________
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNITED OF OMAHA SEPARATE ACCOUNT B
(Name of Unit Investment Trust)
UNITED OF OMAHA LIFE INSURANCE COMPANY
(Name of Depositor)
Mutual of Omaha Plaza, 3-Law
Omaha, Nebraska 68175-1008
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
United of Omaha Separate Account B (hereinafter referred to as
the "Variable Account"). The Variable Account is not a separate
legal entity and therefore does not have an Employer
Identification Number ("EIN") separate from that of its
depositor, United of Omaha Life Insurance Company.
(b) Furnish title of each class or series of securities issued by the
trust.
Individual modified single premium variable life insurance
contracts ("Contracts").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
United of Omaha Life Insurance Company (hereinafter referred to as the
"Company" and/or "Depositor", address: Mutual of Omaha Plaza, Omaha,
Nebraska 68175). Its EIN is 47-0322111.
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
Not applicable.
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
No Contracts have been distributed to date. The Depositor has entered
into a Principal Underwriter Agreement with Mutual of Omaha Investor
Services, Inc. ("MOIS"), whereby MOIS will serve as the principal
underwriter. The principal business address of MOIS is Mutual of Omaha
Plaza, Omaha, Nebraska 68175. Its EIN is 47-077084. See also
Registration Statement on Form S-6 ("Registration Statement") under
"Distribution of the Policies". The Registration Statement is
incorporated herein by reference.
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of Nebraska.
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the
trust was organized and issued or proposes to issue securities.
The Variable Account was established under Nebraska law pursuant
to a resolution of the Board of Directors of the Company on
August 27, 1996. The resolution will continue in effect until
terminated or amended by the Board of Directors.
(b) Furnish the dates of execution and termination of any indenture
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are
held by the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The name of the Variable Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of,or one of, a group which in the aggregate is material.
None.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST.
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS.
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Each class of the securities of the Variable Account is of the
registered type insofar as the Contract is personal to the owner
of the Contract (hereinafter referred to as "Contract Owner") and
records concerning the Contract Owner are maintained by or on
behalf of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The Contract is of the cumulative type providing for no direct
distribution of income, dividends or capital gains. Rather, such
amounts are reflected in the Account Value and death benefit of
the Contract.
(c) The rights of security holders with respect to withdrawal or
redemption.
See Registration Statement under the caption "Distributions." The
Registration Statement is incorporated herein by reference.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
See The Registration Statement under the caption "Distributions."
The Registration Statement is incorporated herein by reference.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement
with respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
See Registration Statement under the captions "Distributions,"
"Lapse and Grace Period," and "Reinstatement." The Registration
Statement is incorporated herein by reference.
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to exercise
voting rights pertaining to the trust's securities or the
underlying securities and the relationship of such persons to the
trust.
See The Registration Statement under the captions "Voting
Rights," and "Other Policy Owner Tax Matters." The Registration
Statement is incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Notice must be given of any such change.
(2) the terms and conditions of the securities issued by the
trust.
Notice must be given of any such change.
(3) the provisions of any indenture or agreement of the trust.
There is no indenture or agreement of trust relating to the
(4) the identity of the depositor, trustee or custodian.
Notice is required of a change in the identity of the
depositor. The depositor is also the Custodian. The
Variable Account has no trustee.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of the Contract Owners is not required when
changing the underlying securities of the Variable
Account. However, to change such securities, approval of
the Securities and Exchange Commission is required by
Section 26(b) of the Investment Company Act of 1940
("1940 Act").
(2) the terms and conditions of the securities issued by the
trust:
Except as is required by Federal or State law or
regulation, no change in the terms and conditions of a
Contract can be made without consent of a Contract Owner.
(3) the provisions of any indenture or agreement of the trust.
Not applicable. See response to Item 10(g)(3).
(4) the identity of the depositor, trustee or custodian.
No consent of Contract Owners is necessary with respect to
any change in the identity of the depositor or custodian,
but a change in the depositor would be subject to state
insurance department review and approval.
(i) Any other principal feature of the securities issued
by the trust or any other principal right, privilege or
obligation not covered by subdivisions (a) to (g) or by
any other item in this form.
See The Registration Statement under the caption
"Other Policy Provisions." The Registration Statement
is incorporated herein by reference.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. If the
trust owns or will own any securities of its regular brokers or dealers
as defined in Rule lOb-1 under the Act, or their parents, identify those
brokers or dealers and state the value of the registrant's aggregate
holding of the securities of each subject issuer as of the close of the
registrant's most recent fiscal year.
The registrant does not own, and does not contemplate owning, any
securities of its regular brokers or dealers. See The Registration
Statement under the caption "The Variable Account" for information
concerning the types of securities in which the Variable Account will
invest. The Registration Statement is incorporated herein by reference.
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
See The Registration Statement under the caption "The Variable
Account" for information concerning the types of securities in
which the Variable Account will invest. The Registration
Statement is incorporated herein by reference.
(b) Name and principal business address of Depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Not applicable.
(e) The period during which the securities of such company have been
the underlying securities.
No underlying securities have as yet been acquired by the
Variable Account in connection with any public offering.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which: (1) principal payments,
(2) underlying securities, (3) distributions, (4) cumulated
or reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and
his relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal
payments.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust.
State each different sales charge available as a percentage of
the public offering price and as a percentage of the net amount
invested. List any special purchase plans or methods established
by rule or exemptive order that reflect scheduled variations in,
or elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee
custodian or principal underwriter.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security
holders in connection with the trust or its securities.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13( a)
or 13(d) through the sale or purchase of the trust's securities
or interests in such securities, or underlying securities or
interests in underlying securities, and describe fully the nature
and extent of such profits or benefits.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear
to the dividend and interest income from the trust property
during the period covered by the financial statements filed
herewith .
See The Registration Statement under the captions "Charges and
Fees", "Distribution of the Policies," and "Appendix A." The
Registration Statement is incorporated herein by reference.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
See The Registration Statement under the caption "Policy Application and
Issuance." The Registration Statement is incorporated herein by
reference.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
See The Registration Statement under the caption "Premium Payments." The
Registration Statement is incorporated herein by reference.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
See The Registration Statement under the captions "The Variable
Account." The Registration Statement is incorporated herein by
reference.
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
See response to Item 10(c).
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
The Company is required by the terms of the Contract to honor
surrender requests. The Portfolios will redeem their shares upon
the Company's request in accordance with the 1940 Act.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold
Once a Contract is fully surrendered, it is canceled and may not
be reissued.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the
trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
All distributions to the Variable Account will be reinvested in
shares of the appropriate Portfolio. Such reinvestment will be
automatic and at net asset value
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner
of handling of same.
The assets of the Variable Account which are allocable to the
Contracts constitute the reserves for benefits under the
Contracts. The Company's general assets are also available to
satisfy its obligations under the Contracts.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for
each such distribution the aggregate amount and amount per
share. If distributions from sources other than current income
have been made identify each such other source and indicate
whether such distribution represents the return of principal
payments to security holders. If payments other than cash were
made describe the nature thereof, the account charged and the
basis of determining the amount of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
The Company intends to administer the Contract and the Variable Account
itself. The Company may, however, in its sole discretion, purchase
administrative services from such sources as may be available. Such
services will be acquired on a basis which, in the Company's sole
discretion, provides the best services at the lowest cost. The Company
reserves the right to select a company to provide services which the
Company deems best able to perform such services in a satisfactory
manner even though the cost for such services may be higher than might
prevail elsewhere.
See The Registration Statement under the captions "Reports to You,"
"Voting Rights," and "Distribution of the Policies." The Registration
Statement is incorporated herein by reference.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
The Company acts as custodian of the securities of the Variable
Account. There are no provisions relating to the removal or
resignation of the custodian or the failure of the custodian to
perform its duties, obligations and functions.
(d) The appointment of a successor trustee and the procedure
if a successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or resignation of
the depositor or the failure of the depositor to perform its
duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure
if a successor depositor is not appointed.
There are no provisions relating to the appointment of a successor
depositor and the procedure if a successor depositor is not
appointed. But see Item 10(h)(4).
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
See The Registration Statement under the caption "Policy
Loans". The Registration Statement is incorporated herein by
reference.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
Proceeds of Contract loans ordinarily will be disbursed within
seven days from the date of receipt and approval by the Company
of a request for a loan at its home office, although payments may
be postponed under certain circumstances. Payment of a Contract
loan may be postponed whenever (i) the New York Stock Exchange is
closed other than customary weekend and holiday closings, or
trading of the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission; (ii) the
Commission by order permits postponement for the protection of
Contract Owners; (iii) an emergency exists, as determined by the
Commission, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to
determine the value of the Variable Account's net assets. So long
as the Contract remains in force, the loan may be repaid in whole
or in part without penalty at any time while the insured is
living.
See The Registration Statement under the caption "Policy Loans."
The Registration Statement is incorporated herein by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable as no such loans have been made.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the Depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The officers and employees of the Company are covered under a blanket
fidelity bond. The officers and employees of MOIS are also covered under
a stock brokers blanket bond. See The Registration Statement under
"Distribution of the Policies". The Registration Statement is
incorporated herein by reference.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of
any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
See The Registration Statement under the caption "Other Policy
Provisions". The Registration Statement is incorporated herein by
reference.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR.
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
See The Registration Statement under the caption "About Us." The
Registration Statement is incorporated herein by reference.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith:
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration
for such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities herewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such
cessation.
The Company writes life insurance and annuity business. It is licensed
to do business in the District of Columbia, and all states except New
York. It is also the depositor for United of Omaha Separate Account C, a
separate account of the Company registered as unit investment trusts
under the Investment Company Act of 1940, which was established to fund
variable contracts issued by the Company.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with
respect to each officer, director, or partner of the depositor,
and with respect to each natural person directly or indirectly
owning, controlling or holding with power to vote 5` or more of
the outstanding voting securities of the depositor.
(1) name and principal business address;
(2) nature of relationship or affiliation with depositor of
the trust;
(3) ownership of all securities of the depositor;
(4) ownership of all securities of the trust;
(5) other companies of which each of the persons named above
is presently an officer, director, or a partner.
See The Registration Statement under the caption "Management."
The Registration Statement is incorporated herein by reference.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor.
See The Registration Statement under the caption "Management."
The Registration Statement is incorporated herein by reference.
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities
of the depositor:
(a) Name and principal business address; (b) Nature of business; and (c)
Ownership of all securities of the depositor.
See The Registration Statement under the caption "About Us." The
Registration Statement is incorporated herein by reference.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
None.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the
depositor itself and the aggregate amount paid by all the
subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable (no financial statements are filed herewith).
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not applicable.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees of
the depositor (exclusive of persons whose remuneration is
reported in Items 31 and 32) who received remuneration in excess
of $10,000 during the last fiscal year covered by financial
statement filed herewith from the depositor and any of its
subsidiaries.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons covered
by Item 33(a)): (1) Sales managers, branch managers, district
managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity;
(3) Administrative and clerical employees; and (4) Others
(specify). If a person is employed in more than one capacity,
classify according to predominant type of work.
Not applicable.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(a) are currently being made, (b) are presently proposed to be made, and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
No sales of the Contracts have been made or are currently being made to
the public in any state. The Company intends to market the Contracts in
all jurisdictions that it has been approved to sell insurance.
36. If sales of the trust's securities have at anytime since January 1, 1936
been suspended for more than a month describe briefly the reasons for
such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
(1) Name of officer, agency or body. (2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Contract will be sold by individuals who, in addition to
being licensed as life insurance agents, are also registered
representatives of MOIS, or of broker-dealers who have entered
into written sales agreements with the principal underwriter.
MOIS is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a broker-dealer and
is a member of the National Association of Securities Dealers.
Inc.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
The Company has entered into a Principal Underwriter agreement
with MOIS pursuant to which MOIS will distribute the Contracts on
a best efforts basis. The terms of the distribution agreement
will be contained in an exhibit to a pre-effective amendment to
the registration statement on Form S-6 filed by the Registrant
pursuant to the Securities Act of 1933.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc.
with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If the
trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof.
In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
Commission information will be included in the Variable Account's
registration statement on Form S-6 and is hereby incorporated
herein by reference to this Item.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and
the date of organization.
MOIS is a corporation organized under the laws of Nebraska.
See The Registration Statement under "Distribution of the
Policies". The Registration Statement is incorporated herein by
reference.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
No Contracts of the Variable Account are currently being
distributed. The principal underwriter is a member of the
National Association of Securities Dealers, Inc. ("NASD").
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale
of securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith:
(1) Name of principal underwriter;
(2) Year;
(3) Total payments by security holders;
(4) Amounts received of (A) sales loads; (B) administrative
fees; (C) management fees; (D) other fees; and (E)
aggregate load, fees, etc.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith .
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the
trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such
named capacity, state the date of and the circumstances
surrounding such cessation.
The principal underwriter is registered as a broker-dealer with
the NASD and acts as the principal underwriter for various
separate accounts of the Company and its affiliates. See response
to Item 27.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities
of the trust and furnish the name and residence address of the
person in charge of such office.
Not applicable. The sale of the Contracts has not yet commenced.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such Year.
Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter:
(a) Name and principal business address; and
(b) Ownership of securities of the trust.
Not applicable. There are no Contracts of the Variable Account currently
being distributed.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method
of valuation used by the trust for purpose of determining the
offering price to the public of securities issued by the trust or
the valuation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value
of portfolio securities.
Shares of each Portfolio held by the Variable Account are
valued at net asset value per share as supplied to the
Company by the applicable underlying investment company.
(2) Whether opening, closing, bid, asked or any other price is
used.
See responses to Items 44(a)(1).
(3) Whether price is as of the day of sale or as of any other
time.
See response to Item 16. If received before 4:00 p.m.
Eastern time, the price will be determined as of 4:00 p.m.
If received after 4:00 p.m., the next day's price will be
used.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
The Variable Account's assets and liabilities are valued
in accordance with generally-accepted accounting
principles on an accrual basis. The Company does not
anticipate any substantial federal tax liability at
present and, therefore, has not created a provision for
taxes, but reserves the right to do so in the future.
(5) Other items which registrant adds to the net asset value
in computing offering price of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions:
(A) before adding distributor's compensation (load); and
(B) after adding distributor's compensation (load).
Appropriate adjustments will be made for fractions in all
computations.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
(A) odd lot premiums
(B) brokerage commissions
(C) fees for administration
(D) fees for custodian or trustee
(E) fees for registrar or transfer agent
(F) transfer taxes
(G) reserves
(H) others
(I) total, 6(A) through 6(H), inclusive
(7) adjusted value of net assets (5 plus 6(I))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals) (A) excluding
other charges (5 divided by 8); (B) including other
charges (7 divided by 8)
(10) Adjustment of 9(B) for fractions (11) Adjusted net asset
value per unit (12) Offering price (show four decimals)
(If any sales load is charged, indicate amount, and apply
percentage load to 11 or other applicable base, indicating
base.)
(13) Adjustment of 12 for fractions
(14) Offering price
(15) Accumulated undistributed income per unit (if not included
in 3 and 9)
(16) Adjusted price (14 plus 15)
(17) Effective load per unit
(A) In dollars (16 - [9(A) + 15])
(B) In percentage (17(A) of [9(A) + 15])
As of the filing date, the Contracts have not been offered to the
public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
The amount of the initial death benefit is based upon the
insured's age, premium class and the initial premium of the
Contract. See The Registration Statement under "Death Benefit."
The Registration Statement is incorporated herein by reference.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value
of portfolio securities.
See response to Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is
used.
See response to Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other
time
See response to Item 44(a)(3).
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See response to Item 44(a)(4).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions.
See response to Item 44(a)(6).
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at
the latest practicable date. Such schedule shall be in
substantially the following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
(A) odd lot premiums
(B) brokerage commissions
(C) fees for administration
(D) fees for custodian or trustee
(E) fees for registrar or transfer agent
(F) transfer taxes
(G) reserves
(H) others
(I) total, 6(A) through 6(H), inclusive
(7) Adjusted value of net assets (5 minus 6(I))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals) (A) excluding
other charges (5 divided by 8); (B) including other
charges (7 divided by 8)
(10) Adjustment of 9(B) for fractions
(11) Adjusted net asset value per unit
(12) Redemption charge
(13) Adjusted redemption price
(14) Accumulated undistributed income per unit (if not included
in 3 and 9)
(15) Actual redemption price (13 plus 14)
(16) Effective redemption fee per unit (A) in dollars
((9(A) + 14) - 15)(B) in percentage (16(A) of (9(A) + 14))
Not applicable. Contracts have not yet been offered or sold.
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person
who maintains such a position. Include a description of the procedure
with respect to the purchase of underlying securities or interests in
the underlying securities from security holders who exercise redemption
or withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders.
State whether the method of valuation of such underlying securities
or interests in underlying securities differs from that set forth in
Items 44 and 46. If any item of expenditure included in the
determination of the valuation is not or may not actually be incurred or
expended, explain the nature of such item and who may benefit from the
transaction.
Net premium payments allocated to each Sub-account of the Variable
Account will be invested in shares of the corresponding Portfolio of the
Fund at net asset value and the method of valuation of such underlying
securities does not differ from that set forth in Items 44 and 46. The
Company is the owner of the Portfolio shares held in the Variable
Account. Portfolio shares are not available to the general public.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust.
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
The Company acts as custodian of the Variable Account's assets. For more
information about the Company, see the response to Items 2 and 25.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
The assets in the Variable Account attributable to the Contracts are not
chargeable with liabilities arising out of any other business which the
Company may conduct. The assets of the Variable Account shall, however,
be available to cover the liabilities of the General Account of the
Company to the extent that the Variable Account's assets exceed its
liabilities arising under the Contracts supported by it.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in the response
to Item 2.
(b) The types of policies and whether individual or group policies.
The Contract is a modified single premium variable life insurance
policy which is issued on an individual basis.
(c) The types of risks insured and excluded.
See The Registration Statement under the caption "The Policy."
The Registration Statement is incorporated herein by reference.
(d) The coverage of the policies.
The initial death benefit under a Contract is the amount for
which the guideline single premium, as defined in section 7702 of
the Internal Revenue Code, is equal to the initial premium paid
under the Contract. See The Registration Statement under the
captions "The Policy," and "Tax Matters." The Registration
Statement is incorporated herein by reference.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipient of the benefits of the insurance undertakings
described in Item 51(c) is either the designated primary
beneficiary, any contingent beneficiaries, or the estate of the
Contract Owner as stated in the application for the Contract or
as subsequently modified by the Contract Owner. There is no
limitation on the use of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are integral
parts of the Contract and may not be terminated while the
Contract remains in force except in the case of lapse.
(g) The method of determining the amount of premiums to be paid
by holders of securities.
See response to Item 44(c).
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor.
No other person other than the Company receives any part of the
amounts deducted for cost of insurance.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
None.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from assets of the trust or must or
may be replaced by other portfolio securities. If an investment
adviser or other person is to be employed in connection with such
selection, elimination or substitution, state the name of such
person, the nature of any affiliation to the depositor, trustee
or custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any particular
person is not designated in the indenture or agreement, describe
briefly the method of selection of such person.
The responses to Items 10(g) and (h) are incorporated herein by
reference with respect to the Company's right to substitute other
investments for shares in any portfolio of the Fund.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security
during the period covered by the financial statements filed
herewith.
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or and affiliated persons of the foregoing were
involved in the transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the contract of the trust with respect to the
substitution and elimination of the underlying securities of the
trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group of industries
or would conform to a policy of concentration of
investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities
of another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
See response to Items l0(g) and l0(h).
(d) Furnish a description of any contract (exclusive of contracts
covered by paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental policy and which is elected to be
treated as such.
None.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
The Company is presently taxed as a life insurance company under
subchapter L of the Internal Revenue Code of 1954. The Company
will include the operations of the Variable Account in its tax
return. The Company does not initially expect to incur any income
tax upon the operations of the Variable Account. If, however, it
determines that it may incur such taxes, it may assess a charge
for those taxes from the Variable Account.
(b) State whether the trust qualified for the last taxable year as
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable. See response to Item 53(a).
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities:
At the end of each of registrant's past 10 fiscal years:
(a) Year;
(b) Total number of shares;
(c) Asset value per share;
(d) Dividends paid per share.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust. [form of transcript
omitted]
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being issued
by the trust. [form of schedule omitted]
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,furnish
by years for the period covered by the financial statements filed
herewith the following information for each installment payment type of
periodic payment plan certificate currently being issued by the trust.
[form of table omitted!
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
[Form of table omitted.]
Not applicable.
59. Financial Statements
FINANCIAL STATEMENTS OF THE TRUST
No financial statements were filed for the Trust. The financial
statements of the Variable Account will be contained in an amendment to
the registration statement on Form S-6 filed by the Registrant pursuant
to the Securities Act of 1933.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of the Company will be contained in
pre-effective amendment to the registration statement on Form S-6 filed
by the Registrant pursuant to the Securities Act of 1933.
IX. EXHIBITS
A. (1) through (11) hereby incorporated by reference to Form S-6
filed with the Commission contemporaneously herewith.
B. (1) Not Applicable
(2) Not Applicable
C. Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Depositor of the Registrant has caused this registration statement to be duly
signed on behalf of the Registrant in the and the State of Nebraska on the 27TH
day of December, 1996.
UNITED OF OMAHA SEPARATE ACCOUNT B
(Registrant)
UNITED OF OMAHA LIFE INSURANCE COMPANY
(Depositor)
By:
/s/ Kenneth W. Reitz
-------------------------------------------
Kenneth W. Reitz
First Vice President and Counsel
