-----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, Oc7z332oU14E6EDeLKzoofifGN0O1HY1bIE9okl2MwazUVpj4vGlrpmI/jnO1tK7 OmeIm4jz18uHrez+6Rn7QA== 0000839759-07-000177.txt : 20070417 0000839759-07-000177.hdr.sgml : 20070417 20070417113821 ACCESSION NUMBER: 0000839759-07-000177 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070417 DATE AS OF CHANGE: 20070417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN BENEFIT LIFE CO CENTRAL INDEX KEY: 0000910739 IRS NUMBER: 470766853 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-59765 FILM NUMBER: 07769972 BUSINESS ADDRESS: STREET 1: P O BOX 80469 STREET 2: 2940 SOUTH 84TH ST CITY: LINCOLN STATE: NE ZIP: 68501 BUSINESS PHONE: 4024794061 MAIL ADDRESS: STREET 1: PO BOX 80469 STREET 2: 206 S 13TH STREET CITY: LINCOLN STATE: NE ZIP: 68501 POS AM 1 constva1333-59765final.txt LBL CONSULTANT VA 1 As Filed with the Securities and Exchange Commission on April 17, 2007 File No.333-59765 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 POST-EFFECTIVE AMENDMENT NO. 9 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINCOLN BENEFIT LIFE COMPANY (Exact name of Registrant as Specified in its Charter)
Nebraska 6300 470221457 (State or other jurisdiction of (Primary Standard Industrial (I.R.S.Employer incorporation or organization) Classification Code Number) Identification No.)
2940 South 84th St., Lincoln, Nebraska 68506 1-800-865-5237 (Address of registrant's principal executive offices) WILLIAM F. EMMONS, ESQ. LINCOLN BENEFIT LIFE COMPANY 2940 South 84th St. LINCOLN, NE 68506 1-800-865-5237 (Name of agent for service) 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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
Calculation of Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Title of Each Class Amount to Proposed Maximum Proposed Maximum Amount of of Securities to be be Registered Offering Price Aggregate Offering Registration Registered Per Unit Price Fee Market Value Adjusted Interest under Individual Flexible Premium Deferred Variable Annuity Contracts * * * * - ---------------------------------------------------------------------------------------------------------------------------------
* These Contracts are not issued in predetermined amounts or units. A maximum aggregate offering price of $25,000,000 was previously registered. No additional amount of securities is being registered by this post- effective amendment to the registration statement. SEE PROSPECTUS IN LBL CONSULTANT SOLUTION N4 FILE # 333-50545 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of issuance and Distribution. Pursuant to Item 511 of Regulation S-K, the Registrant hereby represents that the following expenses totaling approximately $ 31,000.00 will be incurred or are anticipated to be incurred in connection with the issuance and distribution of the securities to be registered: registration fees - $0.00; cost of printing and engraving - $ 25,000.00 (approximate); legal fees - $ 5,000.00 (approximate), and accounting fees - $ 1,000.00 (approximate). All amounts are estimated, for the period ending April 30, 2007, for the continuous offering of shares, but are not deducted from proceeds. Item 15. Indemnification of Directors and Officers The Articles of Incorporation of Lincoln Benefit Life Company (Depositor) provide for the indemnification of its directors and officers against expenses, judgments, fines and amounts paid in settlement as incurred by such person, so long as such person shall not have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Company. This right of indemnity is not exclusive of other rights to which a director or officer may otherwise be entitled. The By-Laws of ALFS, Inc. (Distributor) provide that the corporation will indemnify a director, officer, employee or agent of the corporation to the full extent of Delaware law. In general, Delaware law provides that a corporation may indemnify a director, officer, employee or agent against expenses, judgments, fines and amounts paid in settlement if that individual acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. No indemnification shall be made for expenses, including attorney's fees, if the person shall have been judged to be liable to the corporation unless a court determines such person is entitled to such indemnity. Expenses incurred by such individual in defending any action or proceeding may be advanced by the corporation so long as the individual agrees to repay the corporation if it is later determined that he or she is not entitled to such indemnification. Under the terms of the form of Underwriting Agreement, the Depositor agrees to indemnify the Distributor for any liability that the latter may incur to a Contract owner or party-in-interest under a Contract, (a) arising out of any act or omission in the course of or in connection with rendering services under such Agreement, or (b) arising out of the purchase, retention or surrender of a Contract; provided that the Depositor will not indemnify the Distributor for any such liability that results from the latter's willful misfeasance, bad faith or grow negligence, or from the reckless disregard by the latter of its duties and obligations under the Underwriting Agreement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the forgoing 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, suite 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 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. Item 16. Exhibits
Exh. No. Description 1 Principal Underwriting Agreement (1) 3(a) Articles of Incorporation (2) 3(b) Bylaws (2) 4(a) Form of Variable Annuity Contract (3) 4(b) Form of Application (3) 5 Opinion and Consent of Counsel regarding legality (4) 21 Subsidiaries of Registrant - Not Applicable 23 Consent of Independent Registered Public Accounting Firm (filed herewith) 27 Financial Data Schedule (5) 99 (a) Experts (filed herewith) 99 (b) Powers of Attorney for Lawrence W. Dahl, John C. Lounds, Samuel H. Pilch, John C. Pintozzi, Kevin R. Slawin, Steven C. Verney, Douglas B. Welch (6) (c) Power of Attorney for James E. Hohmann (filed herewith)
- ------------------------------------------------- (1) Post-Effective Amendment to Form N-4 for Lincoln Benefit Life Variable Annuity Account (File No. 333-50545, 811-07924) filed January 22, 1999 (2) Registration Statement on Form S-6 for the Lincoln Benefit Life Variable Life Account (File No. 333-47717) filed March 11, 1998 (3) Registration Statement on Form N-4 for Lincoln Benefit Life Variable Annuity Account (File No. 333-50545, 811-07924) filed April 22, 1998 (4) Post-Effective Amendment to Form S-1 on Form S-3 for Lincoln Benefit Life Company (File No. 333-59765) filed April 21, 2000. (5) Registrant's Form 10-K filed March 29, 2001. (6) Post-Effective Amendment to Form S-1 on Form S-3 for Lincoln Benefit Life Company (File No. 333-59765) filed April 19, 2006. Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or 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; (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 determining of 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liabilities under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted in 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. SIGNATURES As required by the Securities Act of 1933, the Registrant 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 by the undersigned, thereunto duly authorized, in the City of Lincoln and State of Nebraska on April 3, 2007. LINCOLN BENEFIT LIFE COMPANY (Registrant) * By: /s/ Lawrence W. Dahl ------------------------------------------------ Lawrence W. Dahl President and Chief Operating Officer LINCOLN BENEFIT LIFE COMPANY (Depositor) *By: /s/ Lawrence W. Dahl ------------------------------------------------ Lawrence W. Dahl President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons and in the capacities and on April 3, 2007. (Signature) (Title) */s/ Lawrence W. Dahl - ----------------------------------- President, Chief Operating Officer Lawrence W. Dahl & Director (Principal Executive Officer) */s/ Samuel H. Pilch - ---------------------------------- Group Vice President & Controller Samuel H. Pilch (Principal Accounting Officer) */s/ Steven C. Verney - --------------------------------- Treasurer Steven C. Verney (Principal Financial Officer) */s/ John C. Lounds - -------------------------------- Director, Vice President John C. Lounds */s/ Douglas B. Welch - -------------------------------- Director, Vice President Douglas B. Welch */s/ John C. Pintozzi - -------------------------------- Director, Senior Vice President and John C. Pintozzi Chief Financial Officer */s/ Kevin R. Slawin - -------------------------------- Director, Vice President Kevin R. Slawin */s/ James E. Hohmann - -------------------------------- Director, Chairman of the Board James E. Hohmann and Chief Executive Officer /s/ Michael J. Velotta - --------------------------------- Director, Senior Vice President, Michael J. Velotta General Counsel and Secretary *By Michael J. Velotta, pursuant to Power of Attorney. EXHIBITS Exhibit No. Description 23 Consent of Independent Registered Public Accounting Firm 99 (a) Experts 99 (c) Power of Attorney for James E. Hohmann EX-23 2 constva1333-59765exh23.txt Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 9 to Registration Statement No. 333-59765 of Lincoln Benefit Life Company (the "Company"), on Form S-3 of our report dated March 9, 2007, relating to the financial statements and financial statement schedules of the Company, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2006, to its use in the Statement of Additional Information (included as part of Registration Statement No. 333-50545 of Lincoln Benefit Life Variable Annuity Account (the "Account")), which is incorporated by reference in the Prospectus of the Account, to the use of our report dated March 14, 2007 on the financial statements of the sub-accounts of the Account, also appearing in the Statement of Additional Information, and to the reference to us under the heading "Experts" in Exhibit 99(a) of Part II of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois April 16, 2007 EX-99 3 constva1333-59765exh99.txt EXPERTS/POWER OF ATTORNEY Exhibit 99 (a) EXPERTS The financial statements and the related financial statement schedules incorporated in this Registration Statement by reference from the Lincoln Benefit Life Company Annual Report on Form 10-K for the year ended December 31, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein and have been so included and incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The financial statements of the sub-accounts comprising Lincoln Benefit Life Variable Annuity Account as of December 31, 2006 and for each of the periods in the two year period then ended included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. Exhibit 99 (c) DURABLE POWER OF ATTORNEY WITH RESPECT TO LINCOLN BENEFIT LIFE COMPANY (REGISTRANT) The undersigned Director, Chairman of the Board and Chief Executive Officer of Lincoln Benefit Life Company constitutes and appoints Michael J. Velotta, as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign the following registration statements: File No. 333-111553, 333-66452, 333-88045, 333-59769, 333-59765, of Lincoln Benefit Life Company, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney. March 20, 2007 s/s James E. Hohmann - ------------------------ James E. Hohmann Director, Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----