AS FILED WITH THE SEC ON SEPTEMBER 20, 2007 REGISTRATION NO. 333-103474 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 10 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) 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 751 BROAD STREET NEWARK, NEW JERSEY 07102-3714 (973) 802-6997 Approximate date of commencement of proposed sale to the public--September 25, 2007 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 PROPOSED MAXIMUM CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED* PER UNIT* PRICE FEE** ------------------------------------------------------------------------------ Market-value adjustment annuity contracts (or modified guaranteed annuity contracts) $200,000,000 $200,000,000 $-0- ------------------------------------------------------------------------------ * Securities are not issued in predetermined units. ** Registration fee for these securities was paid at the time they were originally registered on Form S-3 as filed by Pruco Life Insurance Company on February 27, 2003. Note: Registrant is filing this Post-Effective Amendment No. 10 to the Registration Statement for the purpose of including in the Registration Statement a Prospectus supplement. The Prospectus and Part II that was filed as part of Post-Effective Amendment No. 9 with the SEC on April 20, 2007 as supplemented, are 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 3 Strategic Partners Plus 3 Strategic Partners FlexElite (version of contract sold on or after May 1, 2003) Supplement, dated November 19, 2007 To Prospectuses, dated May 1, 2007 This Supplement should be read and retained with the current Prospectus for your annuity. This Supplement is intended to update certain information in the Prospectus for the variable annuity you own, and is not intended to be a prospectus or offer for any other variable annuity listed here that you do not own. If you would like another copy of the current Prospectus, please contact us at 1-888-PRU-2888. We are issuing this supplement to identify a new principal underwriter, a sub-advisor change and a new fund option that is being added to each annuity. I. NEW SUB-ACCOUNT In the section of each Prospectus entitled "Summary of Contract Expenses", sub-section "Underlying Mutual Fund Portfolio Annual Expenses", under the heading "Advanced Series Trust", the following portfolio has been added: - ---------------------------------------------------------------------------------------------------------------------------------------- UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) - ---------------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------ ---------------- ------------- ------------ ------------------- ----------------------------- Acquired Total Annual Management Other Portfolio Portfolio Operating UNDERLYING PORTFOLIO Fees Expenses 12b-1 Fees & Expenses Advanced Series Trust: Fees Expenses - ------------------------------------------ ---------------- ------------- ------------ ------------------- ----------------------------- - ------------------------------------------ ---------------- ------------- ------------ ------------------- ----------------------------- AST Western Asset Core Plus Bond 0.70% 0.12% 0.00% 0.00% 0.82% - ------------------------------------------ ---------------- ------------- ------------ ------------------- ----------------------------- Effective November 19, 2007, the underlying portfolio listed below is being offered as a new Sub-account under your annuity. In order to reflect this addition, the following is being added to the chart in each Prospectus in the section entitled "What Investment Options Can I Choose? /Variable Investment Options": - -------------------- ------------------------------------------------------------------------------------------------ ---------------------- STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO TYPE ADVISOR/ SUB-ADVISOR ------------------------------------------------------------------------------------------------ ---------------------- - -------------------------------------------------------------------------------------------------------------------------------------------- AST FUNDS - -------------------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------------------- Fixed Income AST Western Asset Core Plus Bond Portfolio: seeks to maximize total return, consistent with Western Asset prudent investment management and liquidity needs, by investing to obtain its average specified Management duration. The Portfolio's current target average duration is generally 2.5 to 7 years. The Company/Western Asset Portfolio pursues this objective by investing in all major fixed income sectors with a bias Management Company towards non-Treasuries. Limited - -------------------------------------------------------------------------------------------------------------------------------------------- Also, in the same section of each prospectus, we make the following change to the chart setting forth a brief description of the variable investment option, to reflect a sub-advisor change: o Effective November 19, 2007, Neuberger Berman Management Inc. will become sub-advisor of SP Mid-Cap Growth Portfolio. Prior to November 19, 2007, Calamos Advisors LLC was the sub-advisor. We add a parenthetical after the name of the SP Mid Cap Growth Portfolio as follows, to indicate that we no longer permit purchases or transfers into the Portfolio by those who are not already invested in the Portfolio: SP Mid Cap Growth Portfolio (closed to new investments) II. NEW PRINCIPAL UNDERWRITER In the "Other Information" section of each prospectus, under the heading entitled "Sales and Distribution of the Contract", we identify Prudential Investment Management Services LLC (PIMS) as the principal underwriter and distributor of the annuities. Beginning as of the date of this supplement, PIMS has been replaced by an affiliated broker-dealer called Prudential Annuities Distributors, Inc. ("PAD"). Accordingly, we replace the first two paragraphs under "Sales and Distribution of the Contract" with the following, and in the remainder of that section, replace references to PIMS with PAD: "Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of Prudential Annuities, Inc., is the distributor and principal underwriter of the annuities offered through this prospectus. PAD acts as the distributor of a number of annuity and life insurance products, and is the co-distributor of the Advanced Series Trust. PAD's principal business address is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act), and is a member of the National Association of Securities Dealers, Inc. (NASD)." 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 by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on this 20th day of September 2007. PRUCO LIFE INSURANCE COMPANY (Registrant) /s/Scott D. Kaplan Scott D. Kaplan 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 * James J. Avery Jr. Director Date: September 20, 2007 * *By: /s/Thomas C. Castano Scott D. Kaplan Thomas C. Castano President And Director (Attorney-In-Fact) * Tucker I. Marr Chief Accounting Officer And Chief Financial Officer * Bernard J. Jacob Director * Helen M. Galt Director * David R. Odenath, Jr. Director EXHIBIT INDEX (23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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POS AM Filing
Pruco Life Insurance POS AMProspectus update (post-effective amendment)
Filed: 20 Sep 07, 12:00am