AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2008
REGISTRATION NO. 333-103474
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 13
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PRUCO LIFE INSURANCE COMPANY
(Exact Name of Registrant)
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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)
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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)
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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
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Approximate date of commencement of proposed sale to the public--July 21, 2008
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 [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [_]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED* UNIT* PRICE REGISTRATION 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.
Prudential Annuities Distributors, Inc., the principal underwriter of these
contracts under a "best efforts" arrangement, will be reimbursed by Pruco Life
Insurance Company of New Jersey for its costs and expenses incurred in
connection with the sale of these contracts.
The Risk Factors section appears in Section 9 of the Summary of the prospectus.
The exhibit index appears in Part II of this Registration Statement.
Note:
Registrant is filing this Post-Effective Amendment No. 13 to Registration
Statement No. 333-103474 for the purpose of including in the Registration
Statement a Prospectus Supplement. The Prospectus and Part II that were filed
as part of Post-Effective Amendment No. 12 filed with the SEC on April 25,
2008, as supplemented, are hereby incorporated by reference. Other than as set
forth herein, this Post-Effective Amendment does not amend or delete any other
part of this Registration Statement.
PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
STRATEGIC PARTNERS/SM/ ANNUITY ONE 3
STRATEGIC PARTNERS/SM/ PLUS 3
STRATEGIC PARTNERS FLEXELITE
(Pruco Life Insurance Company only)
Supplement, dated July 21, 2008
To
Prospectus, dated May 1, 2008
This supplement should be read and retained with the prospectus for your
annuity. If you would like another copy of the prospectus, please call us at
1-888-PRU-2888.
This supplement is being issued to describe several changes that we are making
to the variable investment options within each of the above-referenced
annuities. We summarize each change immediately below, and then indicate how
the pertinent portion of each prospectus is amended to reflect the change.
The changes are as follows:
1. AST Conservative Asset Allocation Portfolio; AST Balanced Asset Allocation
Portfolio; and AST American Century Strategic Allocation Portfolio. The name
and investment objectives of each Portfolio are being changed. (In the case of
the AST Balanced Asset Allocation Portfolio and AST American Century Strategic
Allocation Portfolio only, the changed investment objective was authorized by
a vote of Annuity Owners). AST Conservative Asset Allocation Portfolio has
been renamed AST Balanced Asset Allocation Portfolio and will be sub-advised
by Quantitative Management Associates LLC, the original AST Balanced Asset
Allocation Portfolio has become AST Academic Strategies Asset Allocation
Portfolio, and AST American Century Strategic Allocation Portfolio has become
AST Schroders Multi-Asset World Strategies Portfolio. Accordingly, we
(a) reflect the revised Portfolio names in the list of Investment Options on
the inside front cover, and (b) with respect to AST Balanced Asset Allocation
Portfolio and AST Schroders Multi-Asset World Strategies Portfolio only, set
forth the revised fees of each Portfolio in the table of Underlying Mutual
Fund Portfolio Annual Expenses, and (c) in the prospectus section discussing
the applicable optional benefit, include each Portfolio within the group of
portfolios that are permitted if you elect Lifetime Five, Spousal Lifetime
Five, Highest Daily Lifetime Five, Highest Daily Lifetime Seven, Spousal
Highest Daily Lifetime Seven, or the Highest Daily Value death benefit (if
available), and (d) include a summary description of the Portfolio in the
chart of each Portfolio's Investment Objectives and Policies. In addition, to
reflect the effect of each Portfolio on the average fees of all Portfolios
available under the Annuity, we describe the effect of the revised average
fees on the comparison charts appearing within the section entitled "Selecting
the Annuity That's Right for You."
2. Merger of AST DeAm Small-Cap Value Portfolio into AST Small-Cap Value
Portfolio. The AST DeAm Small-Cap Value Portfolio has merged out of existence
into the AST Small-Cap Value Portfolio. Accordingly, we remove the AST DeAm
Small-Cap Value Portfolio from the list of Investment Options on the inside
front cover.
3. AST Small-Cap Growth Portfolio. Neuberger Berman Management Inc. is no
longer a sub-adviser to this Portfolio. The assets formerly managed by
Neuberger Berman now are managed by Eagle Asset Management. Accordingly, we
revise the summary description of this Portfolio in the chart of each
Portfolio's Investment Objectives and Policies.
4. AST Neuberger Berman Mid-Cap Value Portfolio. We have added LSV Asset
Management as a sub-adviser to this Portfolio and have re-named the Portfolio
the AST Neuberger Berman/LSV Mid-Cap Value Portfolio. Accordingly, we
(a) reflect the revised Portfolio name in the list of Investment Options on
the inside front cover and in footnote 3 to the table within Underlying Mutual
Fund Portfolio Annual Expenses, and (b) include a revised summary description
of the Portfolio in the chart of the Portfolio's Investment objectives and
Policies.
5. SP Aggressive Asset Allocation Portfolio, SP Growth Asset Allocation
Portfolio, SP Balanced Asset Allocation Portfolio, SP Conservative Asset
Allocation Portfolio, Global Portfolio. We are adding Quantitative Management
Associates LLC as a sub-adviser to each Portfolio. Accordingly, we include a
revised summary description of each Portfolio in the chart of each Portfolio's
Investment Objectives and Policies. Also being added as sub-advisers are
Prudential Investment Management, Inc. and Jennison Associates LLC.
With respect to the changed fees referenced above, here is a fee table showing
the applicable underlying mutual fund portfolio annual expenses:
Acquired Total
Portfolio Annual
Management Other Fees & Portfolio
FUNDS Fee Expenses 12b-1 Fee Expenses Expenses
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AST Academic Strategies Asset Allocation /1,2,3,4/ 0.72% 0.10% 0.00% 0.69% 1.51%
Management and Other Expense fee waivers/reduction: 0.02%
Net expenses after fee reimbursement/expense waiver: 1.49%
AST Schroders Multi-Asset World Strategies 1.10% 0.16% 0.00% 0.14% 1.40%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.87% 1.04%
1 Estimated Other Expenses for the fiscal year ending December 31, 2008. As
used in connection with the Portfolio, "Other Expenses" include certain
operating expenses, including, without limitation, fees for custodian
services, Independent Trustees' fees, and fees for legal, accounting,
valuation, and transfer agency services. The Trust has also entered into
arrangements with the issuers of the variable insurance products offering
the Portfolio under which the Trust currently compensates such issuers for
providing ongoing services to Portfolio shareholders (e.g., the printing
and mailing of Trust prospectuses and shareholder reports) in lieu of the
Trust providing such services directly to shareholders. The contractual
administrative services fee is 0.10% of the Portfolio's average daily net
assets. The Portfolio is not directly subject to the administrative
services fee to the extent it invests in the Core Plus Bond Portfolio or
any other Trust Portfolio (each, an Underlying Trust Portfolio and
collectively, the Underlying Trust Portfolios). The Core Plus Bond
Portfolio and each Underlying Trust Portfolio in which the Portfolio
invests, however, are subject to the administrative services fee. See
footnote 1 of the table within "Underlying Mutual Fund Portfolio Annual
Expenses" in the May 1, 2008 prospectus for a discussion of the
administrative services fee applicable to certain other AST Portfolios.
2 Estimated Underlying Portfolio Fees & Expenses for the fiscal year ending
December 31, 2008. The Portfolio will indirectly incur a pro rata portion
of the fees and expenses of the Core Plus Bond Portfolio and any other
Underlying Trust Portfolio in which it invests. The expenses shown under
"Underlying Portfolio Fees and Expenses" represent the portion of the Core
Plus Bond Portfolio's estimated annualized operating expense ratio for the
fiscal year ending December 31, 2008 to be borne by the Portfolio based
upon the Portfolio's expected initial holdings in the Core Plus Bond
Portfolio. No sales loads, distribution fees, service fees, redemption
fees, or other transaction fees will be assessed in connection with the
Portfolio's purchase or redemption of shares of Underlying Trust Portfolios.
3 Estimated Contractual Fee Waiver and/or Expense Reimbursement for the
fiscal year ending December 31, 2008. The Investment Managers have
contractually agreed to waive their investment management fees with respect
to the Portfolio's investments in the Core Plus Bond Portfolio (i.e.,
assumes a waiver of 25% of the Investment Managers' contractual investment
management fee).
4 The Co-Managers have contractually agreed to reimburse expenses and/or
waive fees so that the Academic Strategies Portfolio's investment
management fees plus "Other Expenses" (exclusive in all cases of taxes,
interest, brokerage commissions, distribution fees, and extraordinary
expenses) do not exceed 0.80% of the Portfolio's average daily net assets
during the Academic Strategies Portfolio's first year of operations (i.e.,
expected to be July 21, 2008 through July 20, 2009).
2
With respect to the changed Investment Objectives/Policies referenced above,
here is a table showing the applicable changes:
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STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
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ADVANCED SERIES TRUST
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ASSET AST Schroders Multi-Asset World Schroder
ALLOCA Strategies (formerly known as AST Investment
TION/ American Century Strategic Management North
BALANCED Allocation Portfolio): The AST America Inc.
Schroders Multi-Asset World
Strategies Portfolio seeks long-term
capital appreciation through a
global flexible asset allocation
approach. This asset allocation
approach entails investing in
traditional asset classes, such as
equity and fixed-income investments,
and alternative asset classes, such
as investments in real estate,
commodities, currencies, private
equity, and absolute return
strategies. The sub-advisor seeks to
emphasize the management of risk and
volatility. Exposure to different
asset classes and investment
strategies will vary over time based
upon the sub advisor's assessments
of changing market, economic,
financial and political factors and
events.
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ASSET AST Academic Strategies Asset Credit Suisse
ALLOCA Allocation (formerly known as AST Securities (USA)
TION/ Balanced Asset Allocation LLC; Jennison
BALANCED Portfolio): seeks total return Associates LLC;
consistent with its specified level Mellon Capital
of risk. The Portfolio will be a Management
multi-asset class fund that employs Corporation; Pacific
both top-down asset allocation Investment
strategies and bottom-up Management
manager/security selection. Under Company LLC
normal circumstances, approximately (PIMCO);
60% of the assets will be allocated Prudential Bache
to traditional asset classes Asset Management,
(including US and international Incorporated;
equities and bonds) and Quantitative
approximately 40% of the assets will Management
be allocated to nontraditional asset Associates LLC
classes (including real estate,
commodities, and alternative
strategies). Those percentages are
subject to change by the Investment
Managers.
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ASSET AST Balanced Asset Allocation AST Investment
ALLOCA (formerly known as AST Conservative Services, Inc. &
TION/ Asset Allocation Portfolio): seeks Prudential
BALANCED the highest potential total return Investments LLC;
consistent with its specified level Quantitative
of risk tolerance. The Portfolio Management
will invest its assets in several Associates LLC
other Advanced Series Trust
Portfolios. Under normal market
conditions, the Portfolio will
devote approximately 60% of its net
assets to underlying portfolios
investing primarily in equity
securities (with a range of 52.5% to
67.5%), and 40% of its net assets to
underlying portfolios investing
primarily in debt securities and
money market instruments (with a
range of 32.5% to 47.5%).
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MID CAP AST Neuberger Berman/LSV Mid-Cap LSV Asset
VALUE Value Portfolio (formerly known as Management;
AST Neuberger Berman Mid-Cap Value Neuberger Berman
Portfolio): seeks capital growth. Management Inc.
Under normal market conditions, the
Portfolio invests at least 80% of
its net assets in the common stocks
of medium capitalization companies.
For purposes of the Portfolio,
companies with market
capitalizations that fall within the
range of the Russell Mid-cap(R)
Index at the time of investment are
considered medium capitalization
companies. Some of the Portfolio's
assets may be invested in the
securities of large-cap companies as
well as in small-cap companies.
Under the Portfolio's value-oriented
investment approach, the subadviser
looks for companies whose stock
prices are undervalued and that may
raise in price before other
investors realize their worth.
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SMALL AST Small-Cap Growth Portfolio: Eagle Asset
CAP seeks long-term capital growth. The Management
GROWTH Portfolio pursues its objective by
investing, under normal
circumstances, at least 80% of the
value of its assets in
small-capitalization companies.
Small-capitalization companies are
those companies with a market
capitalization, at the time of
purchase, no larger than the largest
capitalized company included in the
Russell 2000(R) Index at the time of
the Portfolio's investment.
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3
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STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
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THE PRUDENTIAL SERIES FUND
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INTERNA Global Portfolio: seeks long-term LSV Asset
TIONAL growth of capital. The Portfolio Management;
EQUITY invests primarily in common stocks Marsico Capital
(and their equivalents) of foreign Management, LLC;
and U.S. companies. Each subadviser T. Rowe Price
for the Portfolio generally will use Associates, Inc.;
either a "growth" approach or a William Blair &
"value" approach in selecting either Company, LLC;
foreign or U.S. common stocks. Quantitative
Management
Associates LLC
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ASSET SP Aggressive Growth Asset Prudential
ALLOCA Allocation Portfolio: seeks to Investments LLC;
TION/ obtain the highest potential total Quantitative
BALANCED return consistent with the specified Management
level of risk tolerance. The Associates LLC
Portfolio may invest in any other
Portfolio of the Fund (other than
another SP Asset Allocation
Portfolio), the AST Marsico Capital
Growth Portfolio of Advanced Series
Trust (AST), and the AST
International Value Portfolio of AST
(the Underlying Portfolios). Under
normal circumstances, the Portfolio
generally will focus on equity
Underlying Portfolios but will also
invest in fixed-income Underlying
Portfolios.
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ASSET SP Balanced Asset Allocation Prudential
ALLOCA Portfolio: seeks to obtain the Investments LLC;
TION/ highest potential total return Quantitative
BALANCED consistent with the specified level Management
of risk tolerance. The Portfolio may Associates LLC
invest in any other Portfolio of the
Fund (other than another SP Asset
Allocation Portfolio), the AST
Marsico Capital Growth Portfolio of
Advanced Series Trust (AST), and the
AST International Value Portfolio of
AST (the Underlying Portfolios). The
Portfolio will invest in equity and
fixed-income Underlying Portfolios.
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ASSET SP Conservative Asset Allocation Prudential
ALLOCA Portfolio: seeks to obtain the Investments LLC;
TION/ highest potential total return Quantitative
BALANCED consistent with the specified level Management
of risk tolerance. The Portfolio may Associates LLC
invest in any other Portfolio of the
Fund (other than another SP Asset
Allocation Portfolio), the AST
Marsico Capital Growth Portfolio of
Advanced Series Trust (AST), and the
AST International Value Portfolio of
AST (the Underlying Portfolios).
Under normal circumstances, the
Portfolio generally will focus on
fixed-income Underlying Portfolios
but will also invest in equity
Underlying Portfolios.
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ASSET SP Growth Asset Allocation Prudential
ALLOCA Portfolio: seeks to obtain the Investments LLC;
TION/ highest potential total return Quantitative
BALANCED consistent with the specified level Management
of risk tolerance. The Portfolio may Associates LLC
invest in any other Portfolio of the
Fund (other than another SP Asset
Allocation Portfolio), the AST
Marsico Capital Growth Portfolio of
Advanced Series Trust (AST), and the
AST International Value Portfolio of
AST (the Underlying Portfolios).
Under normal circumstances, the
Portfolio generally will focus on
equity Underlying Portfolios but
will also invest in fixed- income
Underlying Portfolios.
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In the May 1, 2008 prospectuses, the summary fund descriptions of the AST
Balanced Asset Allocation Portfolio and the AST Capital Growth Asset
Allocation Portfolio were reversed. Thus, the correct summary fund description
for each such Portfolio should have been as follows:
AST Balanced Asset Allocation Portfolio: seeks the highest potential total
return consistent with its specified level of risk tolerance. The Portfolio
will invest its assets in several other Advanced Series Trust Portfolios.
Under normal market conditions, the Portfolio will devote approximately 65% of
its net assets to underlying portfolios investing primarily in equity
securities (with a range of 57.5% to 72.5%), and 35% of its net assets to
underlying portfolios investing primarily in debt securities and money market
instruments (with a range of 27.5% to 42.5%).
AST Capital Growth Asset Allocation Portfolio: seeks the highest potential
total return consistent with its specified level of risk tolerance. The
Portfolio will invest its assets in several other Advanced Series Trust
Portfolios. Under normal market conditions, the Portfolio will devote
approximately 75% of its net assets to underlying portfolios investing
primarily in equity securities (with a range of 67.5% to 80%), and 25% of its
net assets to underlying portfolios investing primarily in debt securities and
money market instruments (with a range of 20.0% to 32.5%).
In the appendices to each prospectus, entitled Selecting The Variable Annuity
That's Right For You, we set forth hypothetical illustrations of Contract
Value and Surrender Value for each annuity. Those illustrations assume average
fund expenses of 0.94% (which, for Strategic Partners Plus, excludes Evergreen
fund expenses). As a result of the fund changes described in this supplement,
the average fund expenses have changed to 0.95%. This change in average fund
expenses would have the effect of decreasing the hypothetical illustrated
values by a commensurate amount.
4
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 in the City of Newark and the State of New
Jersey on this 27th day of June, 2008.
PRUCO LIFE INSURANCE COMPANY
Registrant
Attest: /s/ Thomas C. Castano /s/ Scott D. Kaplan
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Thomas C. Castano Scott D. Kaplan
Chief Legal Officer and Secretary President and Chief Executive
Officer
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
Date: June 27, 2008
*
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JAMES J. AVERY JR.
VICE CHAIRMAN AND DIRECTOR
* *By: /s/ Thomas C. Castano
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SCOTT D. KAPLAN THOMAS C. CASTANO
DIRECTOR CORPORATE COUNSEL
*
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TUCKER I. MARR
CHIEF ACCOUNTING OFFICER
*
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BERNARD J. JACOB
DIRECTOR
*
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HELEN M. GALT
DIRECTOR
*
- --------------------------
SCOTT G. SLEYSTER
DIRECTOR
*
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DAVID R. ODENATH, JR.
DIRECTOR
EXHIBIT INDEX
(23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm