As filed with the Securities and Exchange Commission on April 20, 2010
File No. 333-87218
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 8
PHL VARIABLE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Connecticut | 6311 | 06-1045829 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
One American Row
Hartford, CT 06102
(800) 447-4312
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John H. Beers, Esq.
PHL Variable Insurance Company
One American Row
Hartford, CT 06102-5056
(860) 403-5050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: The market value adjustment interests under annuity contracts covered by this registration statement are to be issued promptly and from time to time after the effective date of this registration statement.
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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus herein relates to Registration Statement Numbers 333-20277 and 333-55240.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 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), SHALL DETERMINE.
MARKET VALUE ADJUSTED GUARANTEED INTEREST ACCOUNT ANNUITY
Issued by
PHL Variable Insurance Company
PROSPECTUS | April 30, 2010 |
This prospectus describes a Market Value Adjusted Guaranteed Interest Account Annuity (MVA). The MVA is only available for use under certain PHL Variable Insurance Companys variable accumulation deferred annuity contracts (Contract). The MVA and the contracts are available through Phoenix Equity Planning Corporation (PEPCO), the principal underwriter.
The contract prospectus must accompany this prospectus. You should read the contract prospectus and keep it, and this Prospectus, for future reference.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
PEPCO is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.
Your investment in the MVA is subject to possible loss of principal and earnings, since a surrender charge and market value adjustment may apply to withdrawals or upon surrender of the contract. Please see the Risk Factors section on page 3.
An investment in the MVA is not:
| a bank deposit or obligation; or |
| guaranteed by any bank or by the Federal Deposit Corporation or any other government agency. |
If you have any questions, please contact:
PHL Variable Insurance Company Annuity Operations Division | ||
PO Box 8027 Boston, MA 02266-8027 | ||
Tel. 800/541-0171 |
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information that we file with the SEC into this prospectus, which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 333-20277), and the definitive proxy statement filed by the Phoenix Companies, Inc. pursuant to Regulation 14A on March 23, 2010 (File No. 001-16517). These documents contain information about our financial results and other matters for the applicable periods. You may request a copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing to PHL Variable at Investor Relations, One American Row, P.O. Box 5056 Hartford, CT 06102-5056, or telephoning PHL Variable at 860-403-7100. You may also access the incorporated documents at the following web pages: http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp and the Investor Relations page of The Phoenix Companies, Inc. website at www.phoenixwm.com.
PHL Variable electronically files its Annual Report on Form 10-K, as well as its Quarterly Reports on Form 10-Q, with the SEC. The Phoenix Companies, Inc. electronically files its proxy statement with the SEC. The SEC maintains a website that contains reports, information statements and other information regarding issuers that file electronically with the SEC; the address of the website is http://www.sec.gov. The public may also read and copy any material we file with the SEC at the SECs Public Reference Room at 100 F Street N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
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Selected Financial Data of PHL Variable
Selected Financial Data
The following selected financial data should be read in conjunction with the financial statements and related notes for PHL Variable, which are incorporated by reference into this prospectus.
Annual Data | ||||||||||||||||||||
($ in thousands) | Year Ended December 31, | |||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
REVENUES: |
||||||||||||||||||||
Premiums |
$ | 11,420 | $ | 15,098 | $ | 18,602 | $ | 13,575 | $ | 9,521 | ||||||||||
Insurance and investment product fees |
413,531 | 361,354 | 263,298 | 180,779 | 109,270 | |||||||||||||||
Net Investment Income |
78,767 | 90,963 | 109,607 | 129,325 | 154,374 | |||||||||||||||
Net realized investment gains (losses): |
||||||||||||||||||||
Total other-than-temporary impairment (OTTI) losses |
(49,698 | ) | (52,057 | ) | (3,287 | ) | (411 | ) | (2,651 | ) | ||||||||||
Portion of OTTI losses recognized in other comprehensive income |
25,691 | | | | | |||||||||||||||
Net OTTI losses recognized in earnings |
(24,007 | ) | (52,057 | ) | (3,287 | ) | (411 | ) | (2,651 | ) | ||||||||||
Net realized investment gains (losses), excluding OTTI losses |
14,829 | (119,998 | ) | (3,756 | ) | (2,049 | ) | (7,918 | ) | |||||||||||
Total realized investment gains (losses) |
(9,178 | ) | (172,055 | ) | (7,043 | ) | (2,460 | ) | (10,569 | ) | ||||||||||
Total revenues |
494,540 | 295,360 | 384,464 | 321,219 | 262,596 | |||||||||||||||
BENEFITS AND EXPENSES: |
||||||||||||||||||||
Policy benefits |
249,457 | 218,415 | 168,395 | 154,951 | 130,279 | |||||||||||||||
Policy acquisition cost amortization |
139,243 | 262,132 | 120,041 | 93,342 | 80,402 | |||||||||||||||
Other operating expenses |
120,986 | 97,504 | 83,601 | 65,388 | 50,493 | |||||||||||||||
Total benefits and expenses |
509,686 | 578,051 | 372,037 | 313,681 | 261,174 | |||||||||||||||
Income (loss) before income taxes |
(15,146 | ) | (282,691 | ) | 12,427 | 7,538 | 1,422 | |||||||||||||
Applicable income tax expense (benefit) |
6,007 | (87,497 | ) | 1,122 | 1,070 | (2,801 | ) | |||||||||||||
Net income (loss) |
$ | (21,153 | ) | $ | (195,194 | ) | $ | 11,305 | $ | 6,468 | $ | 4,223 | ||||||||
As of December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Total assets |
$ | 5,614,591 | $ | 5,493,954 | $ | 6,437,891 | $ | 5,849,199 | $ | 5,978,919 | ||||||||||
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Supplementary Financial Information of PHL Variable
Adoption of New Accounting Guidance
Recognition and Presentation of Other-Than-Temporary Impairments
In April 2009, we adopted new accounting guidance issued by the FASB which amended other-than-temporary impairments guidance and modified the presentation and disclosure requirements for other-than-temporary impairments of debt securities. This accounting guidance, which is now a part of ASC 320, Investments Debt & Equity Securities, modified the existing requirement from the intent and ability to hold a debt security, to an assessment of whether the Company intends to sell or if it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery in value. This accounting guidance also modified the presentation of other-than-temporary impairments for certain debt securities for the bifurcation of an other-than-temporary impairment into an amount attributable to credit loss, recognized in earnings, and an amount attributable to other factors, recognized in other comprehensive income. In addition to the changes in measurement and presentation, the disclosures related to other-than-temporary impairments related to debt securities are expanded, with all such disclosures required for both interim and annual periods.
Adoption of this guidance was effective for interim periods ending after June 15, 2009, with optional early adoption for periods ending after March 15, 2009. We elected to adopt this guidance for the quarter ending March 31, 2009. Upon adoption of this guidance, we calculated the credit and non-credit components of previously recognized other-than-temporary impairments and recorded the related impact as a cumulative effect adjustment in accumulated deficit and accumulated other comprehensive income, respectively. The cumulative-effect adjustment included related offsets such as deferred policy acquisition costs and related tax effects. The cumulative effect recognized was $4,613 thousand after offsets and is reflected in stockholders equity. The cumulative effect consisted of a decrease to accumulated deficit of $5,838 thousand which includes an adjustment of $2,900 thousand to the deferred tax valuation allowance, and an increase to accumulated other comprehensive loss of $1,225 thousand after offsets.
Accounting Change
Reinsurance
Effective April 1, 2008, we changed our method of accounting for the cost of certain of our long duration reinsurance contracts accounted for in accordance with ASC 944-20, Financial Services Insurance. In conjunction with this change, we also changed our method of accounting for the impact of reinsurance costs on deferred acquisition costs. ASC 944-20 requires us to amortize the estimated cost of reinsurance over the life of the underlying reinsured contracts. Under our previous method, we recognized reinsurance recoveries as part of the net cost of reinsurance and amortized this balance over the estimated lives of the underlying reinsured contracts in proportion to estimated gross profits (EGPs) consistent with the method used for amortizing deferred policy acquisition costs. Under the new method, reinsurance recoveries are recognized in the same period as the related reinsured claim. In conjunction with this change, we also changed our policy for determining EGPs relating to these contracts to include the effects of reinsurance, where previously these effects had not been included.
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Supplementary Financial Information
Selected Unaudited Quarterly Financial Data: | Quarter Ended | |||||||||||||||
($ in thousands) | Mar 31, | June 30, | Sept 30, | Dec 31, | ||||||||||||
Income Statement Data | 2009 | |||||||||||||||
REVENUES |
||||||||||||||||
Premiums |
$ | 5,492 | $ | 3,944 | $ | 2,744 | $ | (760 | ) | |||||||
Insurance and investment product fees |
96,286 | 97,666 | 108,873 | 110,706 | ||||||||||||
Net investment income |
20,271 | 21,949 | 18,138 | 18,409 | ||||||||||||
Net realized investment gains (losses): |
||||||||||||||||
Total other-than-temporary impairment (OTTI) losses |
(11,320 | ) | (14,653 | ) | (8,158 | ) | (15,567 | ) | ||||||||
Portion of OTTI losses recognized in other comprehensive income |
3,266 | 6,348 | 5,783 | 10,294 | ||||||||||||
Net OTTI losses recognized in earnings |
(8,054 | ) | (8,305 | ) | (2,375 | ) | (5,273 | ) | ||||||||
Net realized investment gains (losses), excluding OTTI losses |
10,112 | (8,412 | ) | 5,090 | 8,039 | |||||||||||
Total realized investment gains (losses) |
2,058 | (16,717 | ) | 2,715 | 2,766 | |||||||||||
Total revenues |
124,107 | 106,842 | 132,470 | $ | 131,121 | |||||||||||
BENEFITS AND EXPENSES |
||||||||||||||||
Policy benefits |
55,025 | 76,808 | 59,340 | 58,284 | ||||||||||||
Policy acquisition cost amortization |
38,590 | 6,198 | 36,082 | 58,373 | ||||||||||||
Other operating expenses |
35,685 | 33,265 | 31,823 | 20,213 | ||||||||||||
Total benefits and expenses |
129,300 | 116,271 | 127,245 | 136,870 | ||||||||||||
Income (loss) before income taxes |
(5,193 | ) | (9,429 | ) | 5,225 | (5,749 | ) | |||||||||
Applicable income tax expense (benefit) |
(1,154 | ) | 762 | 838 | 5,561 | |||||||||||
Net income (loss) |
$ | (4,039 | ) | $ | (10,191 | ) | $ | 4,387 | $ | (11,310 | ) | |||||
COMPREHENSIVE INCOME |
||||||||||||||||
Net income (loss) |
$ | (4,039 | ) | $ | (10,191 | ) | $ | 4,387 | $ | (11,310 | ) | |||||
Net unrealized gains (losses) |
1,028 | 26,100 | 19,361 | 3,273 | ||||||||||||
Portion of OTTI losses recognized in other comprehensive income |
(2,123 | ) | (4,126 | ) | (3,759 | ) | (6,691 | ) | ||||||||
Other comprehensive income (loss) |
(1,095 | ) | 21,974 | 15,602 | (3,418 | ) | ||||||||||
Comprehensive income (loss) |
$ | (5,134 | ) | $ | 11,783 | $ | 19,989 | $ | (14,728 | ) | ||||||
ADDITIONAL PAID-IN CAPITAL |
||||||||||||||||
Capital contribution from parent |
$ | 20,000 | $ | 45,000 | $ | | $ | | ||||||||
RETAINED EARNINGS |
||||||||||||||||
Adjustment for initial application of accounting changes |
5,838 | | | | ||||||||||||
Net income (loss) |
(4,039 | ) | (10,191 | ) | 4,387 | (11,310 | ) | |||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS |
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Adjustment for initial application of accounting changes |
(1,225 | ) | | | | |||||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||
Other comprehensive income (loss) |
(1,095 | ) | 21,974 | 15,602 | (3,418 | ) | ||||||||||
Change in stockholders equity |
19,479 | 56,783 | 19,989 | (14,728 | ) | |||||||||||
Stockholders equity, beginning of period |
532,441 | 551,920 | 608,703 | 628,692 | ||||||||||||
Stockholders equity, end of period |
$ | 551,920 | $ | 608,703 | $ | 628,692 | $ | 613,964 | ||||||||
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Selected Unaudited Quarterly Financial Data: | Quarter Ended | |||||||||||||||
($ in thousands) | Mar 31, | June 30, | Sept 30, | Dec 31, | ||||||||||||
Income Statement Data | 2008 | |||||||||||||||
REVENUES |
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Premiums |
$ | (643 | ) | $ | 5,314 | $ | 5,423 | $ | 5,004 | |||||||
Insurance and investment product fees |
83,865 | 87,717 | 93,554 | 96,218 | ||||||||||||
Net investment income |
24,321 | 22,990 | 22,510 | 21,142 | ||||||||||||
Net realized investment gains (losses): |
||||||||||||||||
Total other-than-temporary impairment (OTTI) losses |
(6,948 | ) | (5,388 | ) | (6,241 | ) | (33,480 | ) | ||||||||
Portion of OTTI losses recognized in other comprehensive income |
| | | | ||||||||||||
Net OTTI losses recognized in earnings |
(6,948 | ) | (5,388 | ) | (6,241 | ) | (33,480 | ) | ||||||||
Net realized investment gains (losses), excluding OTTI losses |
(13,081 | ) | 7,077 | (22,149 | ) | (91,845 | ) | |||||||||
Total realized investment gains (losses) |
(20,029 | ) | 1,689 | (28,390 | ) | (125,325 | ) | |||||||||
Total revenues |
87,514 | 117,710 | 93,097 | (2,961 | ) | |||||||||||
BENEFITS AND EXPENSES |
||||||||||||||||
Policy benefits |
51,015 | 43,573 | 51,774 | 72,053 | ||||||||||||
Policy acquisition cost amortization |
24,537 | 38,755 | 46,533 | 152,307 | ||||||||||||
Other operating expenses |
28,101 | 25,707 | 21,117 | 22,579 | ||||||||||||
Total benefits and expenses |
103,653 | 108,035 | 119,424 | 246,939 | ||||||||||||
Income (loss) before income taxes |
(16,139 | ) | 9,675 | (26,327 | ) | (249,900 | ) | |||||||||
Applicable income tax expense (benefit) |
(7,109 | ) | 3,360 | (9,853 | ) | (73,895 | ) | |||||||||
Net income (loss) |
$ | (9,030 | ) | $ | 6,315 | $ | (16,474 | ) | $ | (176,005 | ) | |||||
COMPREHENSIVE INCOME |
||||||||||||||||
Net income (loss) |
$ | (9,030 | ) | $ | 6,315 | $ | (16,474 | ) | $ | (176,005 | ) | |||||
Net unrealized gains (losses) |
(5,639 | ) | (2,620 | ) | (6,746 | ) | (25,135 | ) | ||||||||
Portion of OTTI losses recognized in other comprehensive income |
| | | | ||||||||||||
Other comprehensive income (loss) |
(5,639 | ) | (2,620 | ) | (6,746 | ) | (25,135 | ) | ||||||||
Comprehensive income (loss) |
$ | (14,669 | ) | $ | 3,695 | $ | (23,220 | ) | $ | (201,140 | ) | |||||
ADDITIONAL PAID-IN CAPITAL |
||||||||||||||||
Capital contribution from parent |
$ | 42,000 | $ | 31,000 | $ | | $ | 96,934 | ||||||||
RETAINED EARNINGS |
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Net income (loss) |
(9,030 | ) | 6,315 | (16,474 | ) | (176,005 | ) | |||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||
Other comprehensive income (loss) |
(5,639 | ) | (2,620 | ) | (6,746 | ) | (25,135 | ) | ||||||||
Change in stockholders equity |
27,331 | 34,696 | (23,220 | ) | (104,206 | ) | ||||||||||
Stockholders equity, beginning of period |
597,840 | 625,171 | 659,867 | 636,647 | ||||||||||||
Stockholders equity, end of period |
$ | 625,171 | $ | 659,867 | $ | 636,647 | $ | 532,441 | ||||||||
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PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
Not applicable.
Item 14. | Indemnification of Directors and Officers |
Section 33-779 of the Connecticut General Statutes states that: a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive.
Article VI. Section 6.01. of the Bylaws of the Registrant (as amended and restated effective May 16, 2002) provide that: Each director, officer or employee of the company, and his heirs, executors or administrators, shall be indemnified or reimbursed by the company for all expenses necessarily incurred by him in connection with the defense or reasonable settlement of any action, suit or proceeding in which he is made a party by reason of his being or having been a director, officer or employee of the company, or of any other company in which he was serving as a director or officer at the request of the company, except in relation to matters as to which such director, officer or employee is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties as such director, officer or employee. The foregoing right of indemnification or reimbursement shall not be exclusive of any other rights to which he may be entitled under any statute, bylaw, agreement, vote of shareholders or otherwise.
Item 15. | Recent Sales of Unregistered Securities |
Not applicable.
Item 16. | (a) Exhibits |
1. | Underwriting Agreement Incorporated by reference to a filing on Form S-1 (File No. 333-55240) filed via Edgar on February 8, 2001. |
2. | Not applicable. |
3. (i) | Articles of Incorporation Incorporated by reference to a filing on Form S-1 (File No. 333-55240) filed via Edgar on February 8, 2001. |
(ii) | Bylaws of PHL Variable Insurance Company, effective May 16, 2002 is incorporated by reference to a filing S-1 (File No. 333-87218) filed via Edgar on May 1, 2004. |
4. | Form of Variable Annuity contract with MVA Rider Incorporated by reference to a filing on Form S-1 (File No. 333-20277) filed via Edgar on January 23, 1997. |
5. | Opinion regarding legality Refer to exhibit 23(b). |
6. | Not applicable. |
7. | Not applicable. |
8. | Not applicable. |
9. | Not applicable. |
10. | Not applicable. |
11. | Not applicable. |
12. | Not applicable. |
13. | Not applicable. |
14. | Not applicable. |
15. | Not applicable. |
16. | Not applicable. |
17. | Not applicable. |
18. | Not applicable. |
19. | Not applicable. |
II-1
20. | Not applicable. |
21. | The Registrant has no subsidiaries. |
22. | Not applicable. |
23. | (a) Consent of independent registered public accounting firm. Filed herewith. |
23. | (b) Opinion and Consents of Counsel. Filed herewith. |
24. | Powers of attorney are incorporated by reference to Post-Effective Amendment No. 4 on Form S-1 (File No. 333-137802) filed via EDGAR on April 14, 2010. |
25. | Not applicable. |
26. | Not applicable. |
(b) | Not applicable. |
Item 17. | Undertakings |
The undersigned registrant hereby undertakes:
(1) | To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | Not applicable. |
(5) | Not applicable. |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-2
The undersigned registrant hereby undertakes pursuant to Item 512(h) of Regulation S-K:
Insofar as indemnification for liability arising under the Securities Act of 1933 (the Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 8 to the registration statement on Form S-1, File No. 333-87218, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on this 19th day of April, 2010.
PHL VARIABLE INSURANCE COMPANY | ||
By: |
||
* Philip K. Polkinghorn President and Director |
By: | /s/ KATHLEEN A. MCGAH | |
*Kathleen A. McGah, as Attorney-in-Fact pursuant to Powers of Attorney. |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated with PHL Variable Insurance Company on this 19th day of April, 2010.
Signature |
Title |
|||
*Peter A. Hofmann |
Chief Financial Officer |
|||
*Michael E. Hanrahan |
Chief Accounting Officer |
|||
*Edward W. Cassidy |
Director |
|||
*Christopher M. Wilkos |
Director |
By: | /s/ KATHLEEN A. MCGAH | |
*Kathleen A. McGah, as Attorney-in-Fact pursuant to Powers of Attorney. |
S-1
Exhibit Index
Exhibit 23(a) | Consent of Independent Registered Public Accounting Firm | |
Exhibit 23(b) | Opinion and Consent of Counsel |
S-2
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 8 to the Registration Statement on Form S-1 (No. 333-87218) of our report dated March 22, 2010 relating to the financial statements, which appears in PHL Variable Insurance Company's Annual Report on Form 10-K for the year ended December 31, 2009. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers, LLP
Hartford, Connecticut
April 19, 2010
Exhibit 23(b)
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
PHL Variable Insurance Company
One American Row
Hartford, CT 06102-5056
Re: | PHL Variable Insurance Company |
Post-Effective Amendment No 8 to Registration Statement No. 333-87218 on Form S-1 |
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of this Post-Effective Amendment No. 8 to Registration Statement No. 333-87218 (PEA No. 8) filed on Form S-1 under the Securities Act of 1933 for PHL Variable Insurance Companys Market Value Adjusted Guaranteed Interest Account Annuity (MVA), only available for use under certain PHL Variable Insurance Companys variable accumulation deferred annuity contracts (Contracts).
As an attorney for PHL Variable Insurance Company (PHLVIC), I provide legal advice to PHLVIC in connection with the operation of its SEC registered and variable products. In this role I am familiar with PEA No. 8. I have made an examination of the law and the documents as in my judgment are necessary or appropriate to enable me to render the opinion expressed below.
I am of the following opinion:
1. PHLVIC is a valid corporation, organized and operated under the laws of the State of Connecticut and is subject to regulation by the Connecticut Commissioner of Insurance.
2. The MVA, when properly issued under the Contracts, is a legal and binding obligation of PHLVIC, enforceable in accordance with its terms and applicable state and federal law.
I hereby consent to the use of this opinion as an exhibit to PEA No. 8 and to the use of my name in the Legal Matters section of the prospectus in PEA No. 8.
Yours truly,
By: | /s/ KATHLEEN A. McGAH | |
Kathleen A. McGah Vice President and Assistant Secretary PHL Variable Insurance Company |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
PHL Variable Insurance Company
One American Row
Hartford, CT 06102-5056
Re: | PHL Variable Insurance Company |
Post-Effective Amendment No 8 to Registration Statement No. 333-87218 on Form S-1 |
Ladies and Gentlemen:
I hereby consent to the reference to me under the heading Legal Matters in connection with the filing of this Post-Effective Amendment No. 8 to Registration Statement No. 333-87218 (PEA No. 8) filed on Form S-1 under the Securities Act of 1933 for PHL Variable Insurance Companys Market Value Adjusted Guaranteed Interest Account Annuity (MVA), only available for use under certain PHL Variable Insurance Companys variable accumulation deferred annuity contracts (Contracts).
Yours truly, | ||
By: | /s/ Laurie D. Lewis | |
Laurie D. Lewis | ||
Counsel Phoenix Life Insurance Company |
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April 20, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | PHL Variable Insurance Company |
Post-Effective Amendment No. 8 on Form S-1 |
File No. 333-87218 |
Ladies and Gentlemen:
On behalf of PHL Variable Insurance Company (PHLVIC), transmitted herewith is post-effective amendment number 8 to a registration statement on Form S-1 (File No. 333-87218) (Registration Statement) under the Securities Act of 1933, as amended (Securities Act).
PHLVIC is filing this Registration Statement to update financial information and to make other non-material and conforming changes.
We request that the effectiveness of this post-effective amendment to the Registration Statement be accelerated to April 30, 2010 and have included an acceleration request pursuant to Rule 461 of the Securities Act of 1933.
The Registrant acknowledges that:
1. | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
2. | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
3. | the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions or comments concerning this amendment to Lois McGuire at 860-403-5878 or to the undersigned at 860-403-6625.
Sincerely, |
/s/ Kathleen A. McGah |
Kathleen A. McGah, Esq. Vice President and Assistant Secretary PHL Variable Insurance Company |
April 20, 2010
VIA EDGAR
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: | PHL Variable Insurance Company |
Post-Effective Amendment No. 8 on Form S-1 |
File No. 333-87218 |
To the Commission Staff:
Pursuant to Rule 461 of the Securities Act of 1933, the undersigned Registrant and Principal Underwriter request acceleration of the effectiveness of the above captioned registration statement to April 30, 2010.
Thank you for your kind consideration in this matter.
Sincerely, |
/s/ Kathleen A. McGah |
Kathleen A. McGah Vice President and Assistant Secretary PHL Variable Insurance Company |
/s/ Kathleen A. McGah |
Kathleen A. McGah Vice President and Assistant Secretary Phoenix Equity Planning Corporation |