AS FILED WITH THE SEC ON MARCH 7, 2007
REGISTRATION NO. 33-61143
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 14 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973)802569976
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 PROPOSED PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED* PRICE PER UNIT* OFFERING PRICE FEE**
------------------- ------------ ---------------- ---------------- ------------
Market-value adjustment annuity contracts
(or modified guaranteed annuity contracts) $500,000,000 $500,000,000 -0-
* 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. 14 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. 12 with the SEC on April 19, 2006 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
Pruco Life Insurance Company Of New Jersey
Strategic Partners Select
Supplement, dated March 19, 2007
To
Prospectuses, dated May 1, 2006
We are issuing this supplement to each of the above-referenced prospectuses, in
order to describe an alternative way in which the death benefit under your
annuity may be paid to your beneficiaries.
This Supplement should be read and retained with the current Prospectus for your
annuity contract. 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 (888) PRU-2888.
A. In the "What Is The Death Benefit?" section of each prospectus, in the
sub-section entitled "Death of Owner or Joint Owner," we re-word the lead-in
language to the fourth paragraph to state "With respect to a death benefit paid
on or before March 19, 2007, the death benefit payout options are . . . ", and
we add the following to the end of that section:
With respect to a death benefit paid after March 19, 2007, unless the surviving
spouse opts to continue the contract (or spousal continuance is required under
the terms of your contract), a beneficiary may, within 60 days of providing
proof of death, take the death benefit as follows:
o as a lump sum. If the beneficiary does not choose a payout option within
sixty days, the beneficiary will be paid in this manner; or
o as payment of the entire death benefit within a period of 5 years from
the date of death; or
o as a series of payments not extending beyond the life expectancy of the
beneficiary, or over the life of the beneficiary. Payments under this option
must begin within one year of the date of death; or
o as the beneficiary continuation option, described immediately below.
Upon our receipt of proof of death, we will send to the beneficiary
materials that list these payment options, as well as an election form with
which the beneficiary may choose an option. Beneficiary Continuation Option
Instead of receiving the death benefit in a single payment, or under an annuity
option, a beneficiary may take the death benefit under an alternative death
benefit payment option, as provided by the Code. This "Beneficiary Continuation
Option" is described below and is available for both qualified contracts (i.e.,
contracts sold to an IRA, Roth IRA, SEP IRA, or 403(b)) and non-qualified
contracts. In the section below entitled "Alternative Death Benefit Payment
Options - Qualified Contracts", we describe Beneficiary Continuation Option
provisions that are unique to qualified contracts.
Under the beneficiary continuation option:
o The Owner's contract will be continued in the Owner's name, for the benefit of
the beneficiary.
o Beginning on the date we receive an election by the beneficiary to take
the death benefit in a form other than a lump sum, we charge an amount
equal to 1.00% annually, imposed daily against the average daily net
assets allocated to the variable investment options.
o Beginning on the date we receive an election by the beneficiary to take
the death benefit in a form other than a lump sum, the beneficiary will
incur an annual maintenance fee equal to the lesser of $30 or 2% of
contract value if the contract value is less than $25,000 at the time
the fee is assessed. The fee will not apply if it is assessed 30 days
prior to a surrender request.
o The initial contract value will be equal to any death benefit
(including any optional death benefit) that would have been payable to
the beneficiary if the beneficiary had taken a lump sum distribution.
o The available variable investment options will be among those available
to the Owner at the time of death, however certain variable investment
options may not be available.
o The beneficiary may request transfers among variable investment
options, subject to the same limitations and restrictions that applied
to the Owner. Transfers in excess of 20 per year will incur a $10
transfer fee.
o No fixed interest rate options will be offered. o No additional Purchase
Payments can be applied to the contract.
o The basic death benefit and any optional benefits elected by the Owner will no
longer apply to the beneficiary. o The beneficiary can request a withdrawal of
all or a portion of the contract value at any time without application of any
applicable CDSC.
o Upon the death of the Beneficiary, if the beneficiary's successor does
not take a lump sum, the successor may take any remaining benefit over
the life expectancy of the beneficiary.
Currently, only Investment Options corresponding to Portfolios of the American
Skandia Trust and the Prudential Money Market Portfolio of The Prudential Series
Fund are available under the Beneficiary Continuation Option.
In addition to the materials referenced above, the beneficiary will be provided
with a prospectus and a settlement agreement describing the Beneficiary
Continuation Option. Please contact us for additional information on the
availability, restrictions and limitations that will apply to a beneficiary
under the Beneficiary Continuation Option. We may pay compensation to the
selling broker-dealer based on amounts held in the Beneficiary Continuation
Option.
Alternative Death Benefit Payment Options - Qualified Contracts
The Code provides for alternative death benefit payment options when a contract
is held through a tax-qualified arrangement that requires minimum distributions.
Upon death under an IRA, 403(b) or other "qualified investment", a beneficiary
may generally elect to continue the contract and receive minimum distributions
under the contract instead of receiving the death benefit in a single payment.
The available payment options will depend on whether death occurred on or before
the date minimum distributions under the Code were required to begin, and
whether the beneficiary is the surviving spouse.
o If death occurs before the date minimum distributions must begin under the
Code (i.e., by April 1 of the year after the year the Owner reaches age 70
1/2), the death benefit can be paid out in either a lump sum, within five
years from the date of death, or over the life or life expectancy of the
designated beneficiary (as long as payments begin by December 31st of the
year following the year of death). However, if the spouse is the
beneficiary, the death benefit can be paid out over the life or life
expectancy of the spouse with such payments beginning no later than
December 31st of the year following the year of death or December 31st of
the year in which the deceased would have reached age 70 1/2, which ever is
later.
o If death occurs after the date minimum distributions must begin under the
Code (i.e., by April 1 of the year after the year the Owner reaches age 70
1/2), the death benefit must be paid out at least as rapidly as under the
method that had been in effect when the Owner was receiving distributions.
A beneficiary has the flexibility to take out more each year than required
under the minimum distribution rules.
Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
continue to be tax deferred. Amounts withdrawn each year, including amounts that
are required to be withdrawn under the minimum distribution rules, are subject
to tax. You may wish to consult a professional tax advisor for tax advice as to
your particular situation.
For a Roth IRA, if death occurs before the entire interest is distributed, the
death benefit must be distributed under the same rules applied to IRAs where
death occurs before the date minimum distributions must begin under the Code.
The tax consequences to the beneficiary may vary among the different death
benefit payment options. See the Tax Considerations section of this prospectus,
and consult your tax advisor.
B. For each of the above-referenced prospectuses, we revise the section entitled
"Summary of Contract Expenses" to the extent indicated below to illustrate the
fees that are unique to the Beneficiary Continuation Option:
CONTRACT OWNER TRANSACTION EXPENSES
Maximum Transfer Fee
Each transfer after 20
(Beneficiary Continuation Option ONLY) $10.00
The next table describes the fees and expenses you will pay periodically during
the time that you own the contract, not including underlying mutual fund fees
and expenses.
PERIODIC ACCOUNT EXPENSES
Maximum Annual Contract Fee
If Contract Value is less than $25,000
(Beneficiary Continuation Option ONLY) lesser of $30 or 2% of Contract Value
INSURANCE AND ADMINISTRATIVE EXPENSES
AS A PERCENTAGE OF CONTRACT VALUE IN VARIABLE INVESTMENT OPTIONS
Settlement Service Charge* 1.00%
* The other Insurance and Administrative Expense Charges do not apply if you are
a beneficiary under the Beneficiary Continuation Option. Instead, the Settlement
Service Charge set forth here applies, if your beneficiary elects the
Beneficiary Continuation Option. The 1.00% charge is an annual charge that is
assessed daily against the assets in the variable investment options.
C. For each of the above-referenced prospectuses, in the section entitled "What
Are the Expenses Associated With The . . . Contract", the following paragraph is
added, immediately before "Taxes Attributable To Premium" (and an entry entitled
"Beneficiary Continuation Option Charges" is added as a new line item to the
Table of Contents):
Beneficiary Continuation Option Charges: If your beneficiary takes the
death benefit under the beneficiary continuation option, we deduct a
Settlement Service Charge. The charge is assessed daily against the average
assets allocated to the variable investment options, and is equal to an
annual charge of 1.00%. In addition, the beneficiary will incur an annual
maintenance fee equal to the lesser of $30 or 2% of contract value if the
contract value is less than $25,000 at the time the fee is assessed. The
fee will not apply if it is assessed 30 days prior to a surrender request.
Finally, transfers in excess of 20 per year will incur a $10 transfer fee.
SPVASUP10
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 post-effective
amendment to be signed on its behalf on this 7th day of March, 2007.
Pruco Life Insurance Company
(Registrant)
Attest: /s/Thomas C. Castano /s/Scott D. Kaplan
Thomas C. Castano Scott D. Kaplan
Secretary President
SIGNATURES
As required by 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.
VICE CHAIRMAN AND DIRECTOR Date: March 7, 2007
* * *By: /s/ Thomas C. Castano
SCOTT D. KAPLAN THOMAS C. CASTANO
PRESIDENT AND DIRECTOR (ATTORNEY-IN-FACT)
*
TUCKER I. MARR
VICE PRESIDENT, AND
CHIEF FINANCIAL OFFICER
*
BERNARD J. JACOB
DIRECTOR
*
RONALD P. JOELSON
DIRECTOR
*
HELEN M. GALT
DIRECTOR
*
DAVID R. ODENATH, JR.
DIRECTOR
Exhibit (23)
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 24, 2006 relating to the
financial statements, which appear in Pruco Life Insurance Company's Annual
Report on Form 10-K for the year ended December 31, 2005.
New York, New York
March 2, 2007