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SUPPLEMENT DATED APRIL 21, 1997 TO
PROSPECTUS DATED APRIL 1, 1997 FOR
PACIFIC INNOVATIONS VARIABLE ANNUITY ISSUED BY
PACIFIC MUTUAL LIFE INSURANCE COMPANY
On April 21, 1997, the Board of Directors of Pacific Mutual Life
Insurance Company ("Pacific Mutual Life") approved a Plan of Conversion
("Plan") under which Pacific Mutual Life would convert from a mutual life
insurance company to a stock life insurance company ultimately controlled by a
mutual holding company. This transaction is intended to result in a corporate
structure that provides, among other things, better access to external sources
of capital. Under the Plan, upon the conversion, the insurance company would
issue voting stock to a newly-formed stock holding company called Pacific
LifeCorp, and all of Pacific LifeCorp's initially issued voting stock would be
owned by a newly-created mutual holding company called Pacific Mutual Holding
Company. It is anticipated that Pacific LifeCorp could, subsequent to the
conversion, offer shares of its stock publicly or privately; however Pacific
Mutual Holding Company must always hold at least 51% of the voting stock of
Pacific LifeCorp. Pacific LifeCorp would always own 100% of the voting stock of
the insurance company. No plans have been formulated to issue any shares of
capital stock or debt securities of Pacific LifeCorp at this time.
Since Pacific Mutual Life currently is a mutual life insurance company,
owners ("policyholders") of Pacific Mutual Life's annuity contracts and life
insurance policies ("policies") have certain membership interests in Pacific
Mutual Life consisting principally of the right to vote on the election of the
Board of Directors and on other matters and certain rights upon liquidation or
dissolution of Pacific Mutual Life. Under the Plan, policyholders continue to
be policyholders in the same insurance company, but would no longer have a
membership interest in the insurance company; rather, policyholders would have
membership interests in Pacific Mutual Holding Company. These interests in the
mutual holding company would be substantially the same as the membership
interests that policyholders have in Pacific Mutual Life prior to the
conversion, consisting principally of the right to vote on the election of the
Board of Directors and on other matters and certain rights upon liquidation or
dissolution of Pacific Mutual Holding Company. After the conversion, persons
who acquire policies from the insurance company would automatically be members
in Pacific Mutual Holding Company. The conversion will not, in any way,
increase premium payments or reduce policy benefits, values, guarantees or
other policy obligations to policyholders. The Plan is subject to approval by
Pacific Mutual Life's policyholders and the consent of the Insurance
Commissioner of California, among other approvals and conditions. If the
necessary approvals are obtained and conditions met, the conversion could occur
in 1997. Under the Plan, the insurance company's name will change to Pacific
Life Insurance Company.
