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
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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**
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Market-value
adjustment
annuity
contracts (or
modified
guaranteed
annuity
contracts) $200,000,000 $200,000,000 $-0-
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* 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
