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As filed with the Securities and Exchange Commission on February 11, 1999.
Registration No. 333-67003
File No. 811-9044
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
-----------------------------
NATIONAL VARIABLE LIFE INSURANCE ACCOUNT
(Exact name of trust)
NATIONAL LIFE INSURANCE COMPANY
(Name of depositor)
One National Life Drive
Montpelier, Vermont 05604
(Complete address of depositor's principal executive offices)
-----------------------------
D. Russell Morgan
Counsel
National Life Insurance Company
One National Life Drive
Montpelier, Vermont 05604
(name and complete address of agent for service)
-----------------------------
Copy to:
Stephen E. Roth, Esq.
Sutherland Asbill & Brennan
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2404
-----------------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.
-----------------------------
TITLE OF SECURITIES BEING OFFERED:
Flexible premium variable universal life insurance policies.
The Registrant hereby amends this Registration Statement on such dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The Registrant hereby incorporates by reference Part 1 of the Pre-Effective
Amendment No. 1 to the Form S-6 Registration Statement, (File No. 333-67003)
filed on February 8, 1999.
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CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet.
The prospectus consisting of ____ pages.
Undertaking to file reports.++++
Rule 484 undertaking.++++
Representation relating to fees and charges.++++
The signatures.
Written consents of the following persons:
(a) D. Russell Morgan, Esq.++++
(b) Kiri Parankirinathan, A.S.A., M.A.A.A.++++
(c) Sutherland, Asbill & Brennan,LLP.++++
(d) PricewaterhouseCoopers LLP.++++
The following exhibits, corresponding to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:
1.
A.
(1) Resolutions of the Board of Directors of National Life
Insurance Company establishing the National Variable Life
Insurance Account.
(2) Not Applicable.
(3) (a) Form of Distribution Agreement between National Life
Insurance Company and Equity Services, Inc.****
(b)(1) Form of Equity Services, Inc. Branch Office Supervisor
Contract
(b)(2) Form of Equity Services, Inc. Registered Representative
Contract
(c) Schedule of Sales Commissions.++++
(4) Not Applicable.
(5) (a) Specimen Sentinel Estate Provider Policy Form (Sex
Distinct)+++
(b) Supplemental Term Insurance Rider+++
(c) Endorsement for Unisex Policies+++
(6) (a) Amended and Restated Charter of National Life
Insurance Company.
(b) Amended and Restated Bylaws of National Life
Insurance Company.
(7) Not Applicable.
(8) (a) Form of Participation Agreement by and among Market
Street Fund, Inc., National Life Insurance Company and
Equity Services, Inc.***
(a)(2) Form of Amendment No. 2 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company and 1717 Capital Management Company (formerly
PML Securities Company*****
(a)(3) Form of Amendment No. 3 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company and 1717 Capital Management Company (formerly
PML Securities Company) ++
(a)(4) Form of Amendment No. 4 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company, 1717 Capital Management Company (formerly
PML Securities Company) and LSW++++
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(b) Form of Participation Agreement by and among The Alger
American Fund, National Life Insurance Company and Fred
Alger and Company***
(b)(2) Form of Amended Schedule A to the Participation
Agreement by and among The Alger American Fund,
National Life Insurance Company and Fred Alger and
Company+
(b)(3) Form of Amendment No. 2 to the Participation Agreement
by and among The Alger American Fund, National Life
Insurance Company and Fred Alger and Company++
(b)(4) Form of Amendment No. 3 to the Participation Agreement
by and among The Alger American Fund, National Life
Insurance Company, Fred Alger and Company and LSW++++
(c) Form of Shareholder Services Agreement by and among
National Life Insurance Company and American Century
Investment Management, Inc.*****
(d) Form of Participation Agreement by and among National
Life Insurance Company, Goldman Sachs Variable
Insurance Trust and Goldman Sachs & Co.*****
(d)(1) Form of Amended Schedules to the Participation
Agreement by and among National Life Insurance Company,
Goldman Sachs Variable Insurance Trust and Goldman
Sachs & Co.*****
(d)(2) Form of Amended Schedules to the Participation
Agreement by and among National Life Insurance Company,
Goldman Sachs Variable Insurance Trust and Goldman
Sachs & Co.++++
(e) Form of Participation Agreement by and among National
Life Insurance Company and J. P. Morgan Series Trust
II*****
(f) Form of Participation Agreement by and among
National Life Insurance Company, Neuberger & Berman
Advisers Managers Trust, Advisers Managers Trust, and
Neuberger & Berman Management Incorporated*****
(9) Not Applicable.
(10)(a) Sentinel Benefit Provider Application Form.+++
(11) Memorandum describing issuance, transfer and redemption
procedures.++++
2. Opinion and Consent of D. Russell Morgan, as to the legality of the
securities being offered.++++
3. Not Applicable.
4. Not Applicable.
5. Not Applicable.
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6. Opinion and Consent of Kiri Parankirinathan, A.S.A., M.A.A.A., as to
actuarial matters pertaining to the securities being registered.++++
7. (a) Consent of PricewaterhouseCoopers LLP.++++
(b) Consent of Sutherland, Asbill & Brennan, LLP.++++
8. Powers of Attorney for Directors.+++
A. Robert E. Boardman
B. David R. Coates
C. Benjamin F. Edwards III
D. Earle H. Harbison
E. Roger B. Porter
F. E. Miles Prentice III
G. Thomas P. Salmon
H. A. Gary Shilling
I. Patricia K. Woolf
- -----------------------------
**Incorporated herein by reference to the Form S-6 Registration Statement (File
No. 33-91938) for National Variable Life Insurance Account (VariTrak) filed on
May 5, 1995.
***Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form
S-6 Registration Statement (File No. 33-91938) for National Variable Life
Insurance Account (VariTrak) filed December 29, 1995.
****Incorporated herein by reference to Post-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No.33-91938) for National Variable
Life Insurance Account (VariTrak) filed March 12, 1996, Accession Number
0000950133-96-000202
*****Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No. 333-44723) for National Variable
Life Insurance Account (Sentinel Estate Provider filed April 16, 1998),
Accession Number 0000950133-98-001468
+Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form
N-4 Registration Statement (file No. 333-19583) for National Variable Annuity
Account II (Sentinel Advantage) filed May 28, 1997.
++Incorporated herein by referenced to Pre-Effective Amendment No. 1 to the Form
N-4 Registration Statement (File No. 333-47363 ) for LSW Variable Annuity
Account I (RetireMax) filed July 31, 1998.
+++Incorporated herein by reference to the S-6 Registration Statement (File No.
333-67003) filed on November 9, 1999.
++++Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No. 333-67003) for National Variable
Life Insurance Account (COLI) filed February 8, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, National Variable Life Insurance Account, has duly caused this
Pre-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Montpelier
and the State of Vermont, on the 10th day of February, 1999.
NATIONAL VARIABLE LIFE
INSURANCE ACCOUNT (Registrant)
By: NATIONAL LIFE INSURANCE COMPANY
Attest: /s/ Christine M. Bilbrey By: /s/ Patrick E. Welch
------------------------- ---------------------------
Christine M. Bilbrey Patrick E. Welch
Assistant Secretary Chairman of the Board and
Chief Executive Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, National Life
Insurance Company has duly caused this Pre-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal fixed and attested, in the City of Montpelier and
the State of Vermont, on the 10th day of February, 1999.
NATIONAL LIFE INSURANCE COMPANY
(SEAL) (Depositor)
Attest: /s/ Christine M. Bilbrey By: /s/ Patrick E. Welch
------------------------- ---------------------------
Christine M. Bilbrey Patrick E. Welch
Assistant Secretary Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the date(s) set
forth below.
Signature Title Date
- --------- ----- ----
/s/ Patrick E. Welch Chairman of the Board and 2/10/99
- --------------------- and Chief Executive Officer, ---------
Patrick E. Welch and Director
/s/ Thomas H. MacLeay President & Chief Operating 2/10/99
- ----------------------- Officer, and Director ---------
Thomas H. MacLeay
/s/ William A. Smith Executive Vice President & 2/10/99
- ----------------------- Chief Financial Officer ---------
William A. Smith
Robert E. Boardman* Director
- ------------------ ---------
Robert E. Boardman
David R. Coates* Director
- ---------------- ---------
David R. Coates
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Benjamin F. Edwards III* Director
- ----------------------- ------------
Benjamin F. Edwards III
Charles H. Erhart, Jr.* Director
- ---------------------- -------------
Charles H. Erhart, Jr.
Earle H. Harbison, Jr.* Director
- ---------------------- -------------
Earle H. Harbison, Jr.
Roger B. Porter* Director
- ----------------
Roger B. Porter -------------
E. Miles Prentice, III* Director
- ----------------------- -------------
E. Miles Prentice, III
Thomas P. Salmon* Director
- ----------------- -------------
Thomas P. Salmon
A. Gary Shilling* Director
- ----------------- -------------
A. Gary Shilling
Director
Thomas R. Williams -------------
Patricia K. Woolf* Director
- ------------------ -------------
Patricia K. Woolf
*By /s/ Patrick E. Welch Date: February 10, 1999
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Patrick E. Welch
Pursuant to Power of Attorney