POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 6, 2006
REGISTRATION NO. 333-62246
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 7 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
(Exact Name of Registrant)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-2426091
(I.R.S. Employer Identification Number)
C/O PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
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 OF NEW JERSEY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973) 802-4780
(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, N. J. 07102
(973) 802-6997
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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
Title of each Amount Proposed Proposed Amount
class of to maximum maximum of
securities to be offering aggregate registration
be registered registered* price per unit* offering price fee **
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Market value
adjustment annuity
contracts (or
modified guaranteed
annuity contracts)... $10,000,000 $10,000,000 $10,000,000 $0
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* Securities are not issued in predetermined units
** Registration fee for these securities in the amount of $2,500.00 was paid at
the time the securities were originally registered on Form S-3 as filed by
Pruco Life Insurance Company of New Jersey on June 4, 2001
Note:
Registrant is filing this Post-Effective Amendment No. 7 to the Registration
Statement for the purpose of including in the Registration Statement a
Prospectus supplement, which reflects changes to certain underlying funds. The
Part 1 that was filed as part of Post-Effective Amendment No. 6 with the SEC on
April 19, 2006 as supplemented May 1, 2006, June 9, 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 of New Jersey
Strategic Partners Annuity One 3
Strategic Partners Plus 3
Strategic Partners Select
Strategic Partner Advisor
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 3 and
Strategic Partners Plus 3.
In the Summary of Contract Expenses section of the prospectus for each of
Strategic Partners Annuity One 3 and Strategic Partners Plus 3, we revise the
line item pertaining to GMIB to read as follows:
* We reserve the right to increase this charge up to the maximum indicated upon
any reset of the benefit.
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:
. SP William Blair International Growth Portfolio
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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ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fees
Pruco Life Insurance Company of New Jersey has registered $150 million of
interests in the market value adjusted annuity contracts described in this
registration statement. Pruco Life Insurance Company of New Jersey has paid
$2,500 to the SEC for the registration fees required under the Securities Act
of 1933.
Federal Taxes
Pruco Life Insurance Company of New Jersey estimates the federal tax effect
associated with the deferred acquisition costs attributable to receipt of $1
million of purchase payments over a two year period to be approximately $3,700.
State Taxes
Pruco Life Insurance Company of New Jersey estimates that approximately $-0- in
premium taxes will be owed upon receipt of purchase payments under the
contracts.
Printing Costs
Pruco Life Insurance Company of New Jersey estimates that the cost of printing
prospectuses for the amount of securities registered herein will be
approximately $16,021.
Legal Costs
This registration statement was prepared by Prudential attorneys whose time is
allocated to Pruco Life Insurance Company of New Jersey.
Accounting Costs
PricewaterhouseCoopers LLP, the independent registered public accounting firm
that audits Pruco Life Insurance Company of New Jersey'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 of New Jersey 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 Insurance Company of New Jersey.
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.
New Jersey, being the state of organization of Pruco Life Insurance Company of
New Jersey ("PLNJ"), permits entities organized under its jurisdiction to
indemnify directors and officers with certain limitations. The relevant
provisions of New Jersey law permitting indemnification can be found in
Section 14A:3-5 of the New Jersey Statutes Annotated. The text of PLNJ's
By-law, Article V, which relates to indemnification of officers and directors,
is incorporated by reference to Exhibit 1A(6)(c) to Form S-6 filed August 13,
1999 on behalf of the Pruco Life of New Jersey Variable Appreciable Account.
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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) (a) Form of Distribution Agreement between Prudential Investment
Management Services LLC (Underwriter) and Pruco Life Insurance
Company of New Jersey (Depositor). (Note 2)
(4) (a) Strategic Partners Select Variable Annuity Contract. (Note 3)
(b) Strategic Partners Select Variable Annuity Application. (Note 3)
(5) Opinion of Counsel as to legality of the securities being registered.
(Note 4)
(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, Jr. (Note 4)
(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. 5 to
Form S-6, Registration No. 333-85117 filed June 28, 2001 on behalf
of the Pruco Life of New Jersey Variable Appreciable Account.
(Note 3) Incorporated by reference to Pre-Effective Amendment No. 1 to
Form N-4, Registration No. 333-62246, filed November 27, 2001 on
behalf of this Registrant.
(Note 4) Incorporated by reference to Post-Effective Amendment No. 6 to
Form S-3, Registration No. 333-62246, 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 the Registration Statement to be signed on its behalf on the 6th
day of October 2006.
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(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 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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RONALD P. JOELSON
DIRECTOR
/s/ *
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BERNARD J. JACOB
DIRECTOR
/s/ *
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HELEN M. GALT
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