-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVpPKXwrmsI/UYjWn4/Y1B2Xv76Y0+AyK9r+BfVxvrp4JKe8EU3w4/r8WBBaqLMX gh8rpE6iF3LiR4UAL+oCMw== 0000950109-96-005874.txt : 19960910 0000950109-96-005874.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950109-96-005874 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960909 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT CENTRAL INDEX KEY: 0000717347 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042708937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-10954 FILM NUMBER: 96627334 BUSINESS ADDRESS: STREET 1: 501 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6175782000 MAIL ADDRESS: STREET 1: NEW ENGLAND VARIABLE LIFE INSURANCE CO STREET 2: 501 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ZENITH FUND CENTRAL INDEX KEY: 0000719211 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 046485680 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-83538 FILM NUMBER: 96627335 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 8002831155 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ZENITH FUND INC DATE OF NAME CHANGE: 19870506 FORMER COMPANY: FORMER CONFORMED NAME: ZENITH FUND INC DATE OF NAME CHANGE: 19861204 FORMER COMPANY: FORMER CONFORMED NAME: NEL SERIES FUND INC DATE OF NAME CHANGE: 19851223 497 1 SUPPLEMENT VL-105 NEW ENGLAND LIFE INSURANCE COMPANY (formerly New England Variable Life Insurance Company) 501 Boylston Street Boston, Massachusetts 02116 (617) 578-2000 ZENITH LIFE, ZENITH LIFE ONE, ZENITH LIFE PLUS, ZENITH LIFE PLUS II ZENITH EXECUTIVE 65, ZENITH SURVIVORSHIP LIFE, ZENITH FLEXIBLE LIFE Supplement dated August 30, 1996 to Prospectuses dated May 1, 1996 Prior to August 30, 1996, the Company was a wholly-owned subsidiary of New England Mutual Life Insurance Company ("The New England"). Effective August 30, 1996, The New England merged with and into Metropolitan Life Insurance Company ("Metropolitan"). Upon consummation of the merger, The New England's separate corporate existence ceased by operation of law, and Metropolitan became the parent of the Company. Also in connection with the merger, the Company changed its name from "New England Variable Life Insurance Company" to "New England Life Insurance Company" ("NELICO"), and changed its domicile from the State of Delaware to the Commonwealth of Massachusetts. Effective August 30, 1996, the Home Office and Administrative Office of NELICO are 501 Boylston Street, Boston, Massachusetts 02116. NELICO will perform all underwriting, issuance and other administrative services (including telephone transfers and premium payments under Master Service Account arrangements) for the Policies. The telephone number for telephone transfers remains unchanged. Any reference in the prospectus to home office employees of The New England is changed to home office employees of NELICO or its former parent, The New England. Also, effective August 30, 1996, to correspond to the name changes of certain Eligible Funds as described below, the Zenith Value Growth Sub-Account was redesignated the Zenith Growth and Income Sub-Account; and the Zenith Venture Value Sub-Account was redesignated the Zenith Davis Venture Value Sub-Account. The last sentence of the paragraph containing the Loomis Sayles Small Cap Series' investment objective in the prospectus section "Investments of the Variable Account" is revised as follows: "Typically, such companies have market capitalization of less than $1 billion, have better than average growth rates at below average price/earnings ratios and have strong balance sheets and cash flows." The section "Management" in the prospectus is replaced with the following: MANAGEMENT The directors and executive officers of NELICO, effective August 30, 1996, and their principal business experience during the past five years are: DIRECTORS OF NELICO
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE BUSINESS ADDRESS DURING THE PAST FIVE YEARS ------------------ ----------------------------- Robert A. Shafto................ Chairman, President and Chief Executive Officer of NELICO since 1996. Formerly, Chairman, President and Chief Executive Officer of The New England 1993-1996; President and Chief Executive Officer, 1992 to 1993, President and Chief Operating Officer, 1990 to 1992, of The New England. Susan C. Crampton............... Director of NELICO since 1996; serves as 127 Tarbox Road Principal of The Vermont Partnership, a Jericho, VT 05465 business consulting firm located in Jericho, Vermont since 1989. Formerly, Director of The New England 1989-1996. Edward A. Fox................... Director of NELICO since 1996; Private RR Box 67-15 Investor, Harborside, ME. Formerly, Director of Harborside, ME 04642 The New England 1994-1996; Dean of The Amos Tuck School of Business Administration at Dartmouth College from 1990-1994. George J. Goodman............... Director of NELICO since 1996; Author, Adam Smith's Money World television journalist, and editor. 45 W. 45th Street New York, NY 10036-4602 Dr. Paul E. Gray................ Director of NELICO since 1996; Chairman of the MIT Corporation of the Massachusetts Institute of 77 Massachusetts Avenue, Technology (MIT) since 1990. Formerly, Director Cambridge, MA 01239 of The New England 1973-1996. Dr. Evelyn E. Handler........... Director of NELICO since 1996; Executive California Academy of Sciences Director and Chief Executive Officer of the Golden Gate Park California Academy of Sciences since 1991. San Francisco, CA 94118 Formerly, Director of The New England 1987- 1996. Harry P. Kamen.................. Director of NELICO since 1996; Chairman, Metropolitan Life President, and Chief Executive Officer of One Madison Avenue Metropolitan Life Insurance Company since 1995. New York, NY 10010 Formerly, Chairman and CEO of MetLife 1993- 1995; Senior Executive Vice President 1991- 1993. Philip K. Howard, Esq........... Director of NELICO since 1996; Partner of the Howard, Darby & Levin law firm of Howard, Darby & Levin in New York 1330 Avenue of the Americas City. New York, NY 10019 Bernard A. Leventhal............ Director of NELICO since 1996; Vice Chairman of Burlington Industries the Board of Directors of Burlington 1345 Avenue of the Americas Industries, Inc. Formerly, President of the New York, NY 10105 Burlington Menswear Division since 1978, Corporate Group Vice President since 1985 and Director since 1990.
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE BUSINESS ADDRESS DURING THE PAST FIVE YEARS ------------------ ----------------------------- Thomas J. May................... Director of NELICO since 1996; Chairman, Boston Edison Company President and Chief Executive Officer of Boston 800 Boylston Street Edison Company since 1994. Formerly, Director Boston, MA 02199 of The New England 1994-1996; President and Chief Operating Officer of Boston Edison Co., 1993-1994; Executive Vice President 1990-1993. Roy W. Menninger, M.D.,......... Director of NELICO since 1996; Chairman of the The Menninger Foundation, Trustees of The Menninger Foundation since Box 829 1993. Formerly, Director of The New England Topeka, KS 66601 1978-1996; Chairman and Chief Executive Officer of The Menninger Foundation 1991-1993. Rand N. Stowell................. Director of NELICO since 1996; He is President United Timber Corp. of United Timber Corp. of Dixfield, Maine. P.O. Box 650 Formerly, Director of The New England 1990- Pine Street 1996. Dixfield, ME 04224 Alexander B. Trowbridge......... Director of NELICO since 1996; President of Trowbridge Partners Inc. Trowbridge Partners, Inc. in Washington, DC. 1317 F Street, N.W., Suite 500 Formerly, Director of The New England 1983- Washington, D.C. 20036 1996.
EXECUTIVE OFFICERS OF NELICO OTHER THAN DIRECTORS
PRINCIPAL BUSINESS EXPERIENCE NAME DURING THE PAST FIVE YEARS ---- ----------------------------- Robert A. Shafto............... See Directors above. James P. Bossert............... Vice President and Controller of NELICO since 1996. Formerly, Vice President and Controller 1993-1996; Vice President 1991-1993 of The New England. Thom A. Faria.................. Executive Vice President, Career Agency-- Marketing and Sales of NELICO since 1996. Executive Vice President in 1996; Senior Vice President, 1993-1996; Vice President, 1986-1993 of The New England. Chester R. Frost............... Senior Vice President and Treasurer of NELICO since 1996. Formerly, Senior Vice President since 1980 and Treasurer since 1996 of The New England. James A. Gallaher.............. Vice President and Secretary of NELICO since 1996; formerly, Vice President and Secretary of The New England 1989-1996. Edward C. Hall................. President--New England Services (a business unit of NELICO) since 1996. Formerly, President--New England Services (a business unit of The New England) 1994-1996, Executive Vice President-- Client Services, 1988 to 1994, of The New England. Chester T. Lewandowski......... Vice President and Actuary of NELICO since 1996; formerly, Vice President and Actuary of The New England 1983-1996. Bruce C. Long.................. President, New England Annuities (a business unit of NELICO) since 1996. Formerly, President, New England Annuities (a business unit of The New England) 1994-1996; Senior Vice President, New England Annuities in 1994; Vice President, Keyport Life Insurance 1992-1994; General Director, John Hancock Insurance 1990-1992. Gregory A. Ross................ President, TNE Information Services (a business unit of NELICO) since 1996. Formerly, President, TNE Information Services (a business unit of The New England) and Chief Information Officer of The New England, 1994-1996; Senior Vice President and Chief Information Officer, 1993- 1994; Vice President, 1991-1993 of The New England. President of TNE Information Services, Inc. Robert E. Schneider............ Executive Vice President and Chief Financial Officer of NELICO since 1996. Formerly, Director, Executive Vice President and Chief Financial Officer, 1993 to 1996; Executive Vice President and Chief Financial Officer, 1990- 1993, of The New England. H. James Wilson................ Executive Vice President and General Counsel of NELICO since 1996. Formerly, Executive Vice President and General Counsel of The New England, 1993-1996; Senior Vice President and General Counsel, 1992 to 1993, Senior Vice President and Associate General Counsel, 1990 to 1992, of The New England. John W. Wright................. President, New England Employee Benefits Group (a business unit of NELICO) since 1996. Formerly, President, New England Employee Benefits Group (a business unit of The New England), 1993-1996; Senior Vice President of New England Employee Benefits Group, 1989-1993 of The New England. Frederick K. Zimmermann........ Executive Vice President and Chief Investment Officer of NELICO since 1996. Formerly, Executive Vice President and Chief Investment Officer of The New England 1993-1996; Senior Vice President--Investments, 1989 to 1993, of The New England.
The principal business address for each of the directors and officers is the same as NELICO's except where indicated otherwise. NEW ENGLAND ZENITH FUND Supplement dated August 30, 1996 to Prospectus dated May 1, 1996 This supplement updates information in and should be read in conjunction with the prospectus dated May 1, 1996, regarding the following: (1) The name of the Venture Value Series has been changed to "Davis Venture Value Series" and the name of the Westpeak Value Growth Series has been changed to "Westpeak Growth and Income Series." (2) On August 30, 1996 New England Mutual Life Insurance Company ("The New England") merged into Metropolitan Life Insurance Company ("MetLife"). MetLife is the surviving company of the merger. In connection with the merger, New England Variable Life Insurance Company ("NEVLICO") became a subsidiary of MetLife and changed its name to New England Life Insurance Company ("NELICO"). Thus, all references throughout the May 1, 1996 prospectus to The New England now refer to MetLife rather than The New England and all references to NEVLICO now refer to NELICO except as follows: (a) on page B-27 the reference to The New England under "Performance Information" remains unchanged and "its affiliates" is replaced with "TNE Advisers, Inc."; (b) on page B-28 the reference to The New England in the third paragraph under "Yield" is changed to TNE Advisers, Inc.; (c) the references to The New England on page B-33 in the section under "TNE Advisers, Inc." are changed to NELICO except in the fifth and tenth lines of the third paragraph where references to The New England are changed to MetLife and the last two paragraphs under this section are deleted; (d) references to The New England on page B-34 under "Back Bay Advisers" remain unchanged; (e) references to The New England on page B-37 under "Voluntary Expense Agreement" remain unchanged; (f) the reference to The New England on page B-39 in the second paragraph under "Miscellaneous Arrangements" is changed to NELICO; and (g) on page B-40 the sentence under "Transfer Agent" is replaced by the following: "The transfer agent and the dividend paying agent for the Fund is NELICO, 501 Boylston Street, Boston, Massachusetts 02116." (3) The second sentence of the second paragraph under Loomis Sayles Small Cap Series on page B-15 is replaced with the following: "Typically, such companies have market capitalization of less than $1 billion, have better than average growth rates at below average price/earnings ratios and have strong balance sheets and cash flows." (4) The texts of footnote (d) on page B-7, relating to the Loomis Sayles Avanti Growth Series, footnote (d) on page B-9 relating to the Westpeak Value Growth Series, footnote (a) on page B-10, relating to the Westpeak Stock Index Series and footnote (a) on page B-14, relating to the Back Bay Advisors Money Market Series should be replaced with the following: "The expense ratios presented in this table give effect to voluntary expense agreement limits referred to on page B-37." (5) The following language relating to the Alger Equity Growth Series should be added to page B-36 of the prospectus at the end of the section "Sub-Advisory Fees": "Effective May 1, 1996, Alger Management has agreed with TNE Advisers, Inc. that the sub-advisory fee payable by TNE Advisers, Inc. to Alger Management will be reduced by 0.05% of the first $240 million of the excess of the Series' average daily net assets over $10 million, and by 0.10% of the excess of the Series' average daily net assets over $250 million. This fee reduction benefits TNE Advisers, Inc. but does not reduce the advisory fees payable by the Series. The fee reduction agreement will expire on (a) January 1, 1998 or (b) at such time as TNE Advisers, Inc. has recovered certain expenses (generally those expenses borne by TNE Advisers, Inc. under the Expense Deferral Arrangement prior to January 1, 1996 which were not recovered from the Series), whichever occurs first." (6) On page B-27 the 6.1% total return figure in 1992 for the Capital Growth Series is replaced with (6.1)%. -----END PRIVACY-ENHANCED MESSAGE-----