POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on
AS FILED WITH THE SEC ON OCTOBER 6, 2006
REGISTRATION NO. 33-61143
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 13 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRUCO LIFE INSURANCE COMPANY
(Exact Name of Registrant)
ARIZONA
(State or other jurisdiction of incorporation or organization)
22-194455
(I.R.S. Employer Identification Number)
C/O PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973) 802-7333
(Address and telephone number of principal executive offices)
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THOMAS C. CASTANO
SECRETARY
PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973) 802-4708
(Name, address, and telephone number of agent for service)
Copies to:
C. CHRISTOPHER SPRAGUE
VICE PRESIDENT, CORPORATE COUNSEL
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973)802569976
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Approximate date of commencement of proposed sale to the public--Immediately
upon effectiveness
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box:............................................................. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box........... [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering...... [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering............................................ [_]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box.................................... [_]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box.......................... [_]
CALCULATION OF REGISTRATION FEE
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* Securities are not issued in predetermined units
** Registration fee for these securities in the amount of $172,413.79 was paid
at the time the securities were originally registered on Form S-1 as filed
by Pruco Life Insurance Company on July 19, 1995.
Prudential Investment Management Services LLC, the principal underwriter of
these contracts under a "best efforts" arrangement, will be reimbursed by
Pruco Life Insurance Company for its costs and expenses incurred in
connection with the sale of these contracts.
Note:
Registrant is filing this Post-Effective Amendment No. 13 to the Registration
Statement for the purpose of including in the Registration Statement a
Prospectus supplement, which reflects certain changes pertaining to the
underlying funds. The Part 1 that was filed as part of Post-Effective Amendment
No. 12 with the SEC on April 19, 2006 as supplemented May 1, 2006, August 4,
2006 and August 8, 2006 is hereby incorporated by reference. Other than as set
forth herein, this post-effective amendment to the registration statement does
not amend or delete any other part of the registration statement.
Pruco Life Insurance Company
Strategic Partners Annuity One
Strategic Partners Plus
Strategic Partners Advisor
Strategic Partners FlexElite
Strategic Partners Select
Supplement, dated November 20, 2006
To
Prospectuses, dated May 1, 2006
This supplement reflects certain changes to the underlying mutual funds as
well as disclosure reflecting the maximum charge for the Guaranteed Minimum
Income Benefit ("GMIB") available under Strategic Partners Annuity One,
Strategic Partners Plus, and Strategic Partners FlexElite.
In the Summary of Contract Expenses section of the prospectus for each of
Strategic Partners Annuity One and Strategic Partners Plus, we revise the line
item pertaining to GMIB to read as follows:
Maximum Annual Guaranteed Minimum Income Benefit Charge and Charge Upon
Certain Withdrawals - as a percentage of average GMIB Protected Value 1.00%
Annual Guaranteed Minimum Income Benefit Charge and Charge Upon Certain
Withdrawals - as a percentage of average GMIB Protected Value (current
charge) 0.25%
In the Summary of Contract Expenses section of the prospectus for Strategic
Partners FlexElite, we revise the line item pertaining to GMIB to read as
follows:
Maximum Annual Guaranteed Minimum Income Benefit Charge and Charge Upon
Certain Withdrawals - as a percentage of average GMIB Protected Value 1.00%
Annual Guaranteed Minimum Income Benefit Charge and Charge Upon Certain
Withdrawals - as a percentage of average GMIB Protected Value (current
charge) 0.45%
In Section 2 of each prospectus, we make the following change to the chart
setting forth a brief description of each variable investment option, to
reflect a subadviser name change:
. SP Small Cap Value Portfolio, AST Small Cap Value Portfolio, and
Prudential Series Fund Equity Portfolio. Salomon Brothers Asset
Management will change its name to ClearBridge Advisers LLC, effective in
December 2006.
In section 2 of each prospectus, we revise the investment objectives/policies
section, and portfolio adviser/sub-adviser section for two Portfolios to read
as follows. These new descriptions reflect the addition of sub-advisers as well
as revisions to non-fundamental investment policies:
. SP LSV International Value Portfolio:
PORTFOLIO
STYLE/ ADVISER/
TYPE INVESTMENT OBJECTIVES/POLICIES SUB-ADVISER
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International SP International Value Portfolio (formerly LSV Asset
Equity SP LSV International Value Portfolio): Management,
seeks capital growth. The Portfolio Thornburg Investment
normally invests at least 80% of the Management, Inc.
Portfolio's investable assets (net assets
plus borrowings made for investment
purposes) in the equity securities of
companies in developed countries outside
the United States that are represented in
the MSCI EAFE Index.
2
. SP William Blair International Growth Portfolio
PORTFOLIO
STYLE/ ADVISER/
TYPE INVESTMENT OBJECTIVES/POLICIES SUB-ADVISER
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International SP International Growth Portfolio (formerly, SP Marsico Capital
Equity William Blair International Growth Portfolio): Management LLC,
seeks long-term capital appreciation. The William Blair &
Portfolio invests primarily in equity-related Company, LLC
securities of foreign issuers. The Portfolio
invests primarily in the common stock of large
and medium-sized foreign companies, although it
may also invest in companies of all sizes. Under
normal circumstances, the Portfolio invests at
least 65% of its total assets in common stock of
foreign companies operating or based in at least
five different countries, which may include
countries with emerging markets. The Portfolio
looks primarily for stocks of companies whose
earnings are growing at a faster rate than other
companies or which offer attractive growth
potential.
This prospectus supplement is intended to amend the prospectus for the
annuity you own, and is not intended to be a prospectus or offer for any
annuity listed here that you do not own.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fees
Pruco Life registered $500 million of interests in the market value adjusted
annuity contracts described in this registration statement. Pruco Life has paid
$172,413.79 to the SEC for the registration fees required under the Securities
Act of 1933.
Federal Taxes
Pruco Life Insurance Company estimates the federal tax effect associated with
the deferred acquisition costs attributable to receipt of $10 million of
purchase payments over a two year period to be approximately $37,000.
State Taxes
Pruco Life estimates that approximately $2,000 in premium taxes will be owed
upon receipt of purchase payments under the contracts, and that additional
premium taxes in the approximate amount of $20,000 would be owed if $10 million
of purchase payments were applied to annuity options.
Printing Costs
Pruco Life estimates that the cost of printing prospectuses for the amount of
securities registered herein will be approximately $46,106.
Legal Costs
This registration statement was prepared by Prudential attorneys whose time is
allocated to Pruco Life.
Accounting Costs
PricewaterhouseCoopers LLP, the independent registered public accounting firm
that audits Pruco Life's financial statements, charges approximately $10,000 in
connection with each filing of this registration statement with the Commission.
Premium Paid to Indemnify Officers
Officers and Directors of Pruco Life Insurance Company are indemnified under a
policy that also covers officers and directors of other entities controlled by
Prudential Financial, Inc. A portion of the cost of that policy is attributed
to Pruco Life.
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, in conjunction with certain of its affiliates, maintains
insurance on behalf of any person who is or was a trustee, director, officer,
employee, or agent of the Registrant, or who is or was serving at the request
of the Registrant as a trustee, director, officer, employee or agent of such
other affiliated trust or corporation, against any liability asserted against
and incurred by him or her arising out of his or her position with such trust
or corporation.
Arizona, the state of organization of Pruco Life Insurance Company ("Pruco"),
permits entities organized under its jurisdiction to indemnify directors and
officers with certain limitations. The relevant provisions of Arizona law
permitting indemnification can be found in Section 10-850 et. seq. of the
Arizona Statutes Annotated. The text of Pruco's By-law, Article VIII, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its form 10-Q filed August 15, 1997.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") 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 Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 16. EXHIBITS
(a) EXHIBITS
(1) Form of a Distribution Agreement between Prudential Investment
Management Services, Inc., "PIMS" (Principal Underwriter) and Pruco
Life Insurance Company (Depositor). (Note 2)
(4) (a) Discovery Select Variable Annuity Contract (Note 3)
(b) Strategic Partners Select Variable Annuity Contract (Note 4)
(5) Opinion of Counsel as to the legality of the securities being registered.
(Note 5)
(23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm. (Note 1)
(24) Powers of Attorney:
(a) James J. Avery Jr., Helen M. Galt, Bernard J. Jacob, Ronald P.
Joelson, David R. Odenath (Note 2)
(b) Scott D. Kaplan, Tucker I. Marr (Note 1)
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(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Post Effective Amendment No. 4 on
Form S-1, Registration No. 33-61143, filed April 15, 1999, on behalf
the Pruco Life Insurance Company.
(Note 3) Incorporated by reference to Registrant's Form S-1, filed July 19,
1995.
(Note 4) Incorporated by reference to initial Registration on Form N-4,
Registration No. 333-52754, filed December 26, 2000 on behalf of
the Pruco Life Flexible Premium Variable Annuity Account.
(Note 5) Incorporated by reference to Post-Effective Amendment No. 12 on
Form S-3, Registration No. 33-61143, filed April 19, 2006 on behalf
of this Registrant.
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf on this 6th day of October, 2006.
PRUCO LIFE INSURANCE COMPANY
(Registrant)
Attest: /s/ THOMAS C. CASTANO By: /s/ SCOTT D. KAPLAN
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THOMAS C. CASTANO SCOTT D. KAPLAN
SECRETARY PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE AND TITLE
/s/* October 6, 2006
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JAMES J. AVERY JR.
VICE CHAIRMAN AND DIRECTOR
/s/* *By: /s/ THOMAS C. CASTANO
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SCOTT D. KAPLAN THOMAS C. CASTANO
PRESIDENT AND DIRECTOR (ATTORNEY-IN-FACT)
/s/*
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TUCKER I. MARR
VICE PRESIDENT, AND PRINCIPAL FINANCIAL
OFFICER
/s/*
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BERNARD J. JACOB
DIRECTOR
/s/*
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HELEN M. GALT
DIRECTOR
/s/*
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RONALD P. JOELSON
DIRECTOR
/s/*
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DAVID R. ODENATH, JR.
DIRECTOR
EXHIBIT INDEX
(23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm
(24) (b) Powers of Attorney: Scott D. Kaplan, Tucker I. Marr