<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
Registration Nos.
333-14131
811-07859
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 5 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor's Principal Executive Offices)
(949) 219-3743
(Depositor's Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service of Process)
Copies of all communications to:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert Price & Rhoads
P.O. Box 9000 1775 Eye Street, N.W.
Newport Beach, California 92658-9030 Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering ________________________________
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on August 28, 2000 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Interests in the Separate Account under
Pacific Select Variable Annuity II individual flexible premium deferred variable
annuity contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form N-4, Accession No. 0000912057-00-019866, filed on April 27,
2000, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form N-4, Accession No. 0000912057-00-019866 filed on April 27,
2000, and incorporated by reference herein.)
<PAGE>
Supplement Dated August 28, 2000 to
Prospectus Dated May 1, 2000 for
Pacific Select Variable Annuity II, a variable annuity contract
issued by Pacific Life Insurance Company
-----------------------------------------------------
Termination of the The assets of Pacific Select Fund Bond and Income
Bond and Portfolio, the underlying Portfolio for the Bond
Income Investment and Income Subaccount, are scheduled to be
Option transferred to the Pacific Select Fund Managed Bond
Portfolio in exchange for shares of the Managed
Other terms of your Bond Portfolio (the "reorganization") on September
policy will not change 22, 2000, at or about 4:00 p.m. Eastern time (the
as a result of the "reorganization date"). At the same time that this
transaction described reorganization occurs, the corresponding Subaccount
in this supplement. Units and Subaccount Annuity Units of the Bond and
Income Subaccount will automatically be transferred
to the Managed Bond Subaccount in exchange for
corresponding units of that Investment Option. The
Bond and Income Subaccount will cease to exist.
You need not take any action regarding the
reorganization. The transfer of your units will
occur automatically on the reorganization date.
If you do not wish to participate in the Managed
Bond Investment Option, you can transfer among the
Investment Options as usual. There will be no
charge on transfers for at least 60 days from the
reorganization date. Thereafter, Pacific Life
reserves the right to impose transfer fees for
transfers as stated in the Prospectus, but there is
no current plan to do so. Any transfer made during
this time will not count toward any limitation we
may impose on the number of transfers you may make
annually.
Unless you instruct us otherwise, to the extent any
outstanding instruction you have on file with us
designates the Bond and Income Subaccount, the
instruction will be deemed an instruction for the
Managed Bond Subaccount. Instructions include, but
are not limited to instructions for Purchase
Payment allocations, any transfer or exchange
instructions, including instructions under the
Portfolio Rebalancing, Dollar Cost Averaging, and
Sweep Programs, and Partial Withdrawal
instructions.
-----------------------------------------------------
Postponement of the The reorganization date may be postponed if:
Transaction
. the New York Stock Exchange or another primary
If the reorganization trading market for Portfolio securities of the
date of the Bond and Bond and Income Portfolio and/or the Managed Bond
Income Portfolio is Portfolio is closed to trading or otherwise
postponed, the restricted, or
corresponding transfer
from the Bond and . trading or the reporting of trading on the New
Income Variable York Stock Exchange or other primary trading
Account to the Managed market is disrupted and the Fund's board of
Bond Variable Account trustees believes the value of the net assets in
will also be either Portfolio cannot be accurately appraised.
postponed.
If either of these events occur, the transaction
described above will be postponed until the first
business day after trading is fully resumed and
reporting has been restored.
<PAGE>
This supplement changes page 7 of the Prospectus with
the following:
--------------------------------------------------------
Other Expenses
An Overview of The table also shows the Fund expenses for each
Pacific Select Portfolio based on expenses in 1999, adjusted to
Variable Annuity reflect recently reduced custody fees. To help limit
II: Fees and Fund expenses, effective July 1, 2000 we have
Expenses Paid by contractually agreed to waive all or part of our
the Pacific Select investment advisory fees or otherwise reimburse each
Fund: Other Portfolio for operating expenses (including
Expenses is organizational expenses, but not including advisory
replaced fees, additional costs associated with foreign
investing and extraordinary expenses) that exceed an
annual rate of 0.10% of its average daily net assets.
Such waiver or reimbursement is subject to repayment to
us to the extent such expenses fall below the 0.10%
expense cap. For each Portfolio, our right to repayment
is limited to amounts waived and/or reimbursed that
exceed the new 0.10% expense cap, but do not exceed the
previously established 0.25% expense cap. Any amounts
repaid to us will have the effect of increasing
expenses of the Portfolio, but not above the 0.10%
expense cap. There is no guarantee that we will
continue to cap expenses after December 31, 2001. In
1999, Pacific Life reimbursed the Small-Cap Index
Portfolio $96,949.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
Less
Advisory Other Total adviser's Total net
Portfolio fee expenses expenses+ reimbursement expenses
-----------------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <C> <C> <C> <C>
Aggressive Equity 0.80 0.04 0.84 -- 0.84
Emerging Markets/1/ 1.10 0.19 1.29 -- 1.29
Diversified
Research/2/ 0.90 0.05 0.95 -- 0.95
Small-Cap Equity 0.65 0.04 0.69 -- 0.69
International
Large-Cap/2/ 1.05 0.10 1.15 -- 1.15
Bond and Income 0.60 0.05 0.65 -- 0.65
Equity 0.65 0.03 0.68 -- 0.68
I-Net Tollkeeper/2/ 1.50 0.14 1.64 (0.04) 1.60
Multi-Strategy 0.65 0.04 0.69 -- 0.69
Equity Income 0.65 0.04 0.69 -- 0.69
Growth LT 0.75 0.03 0.78 -- 0.78
Mid-Cap Value 0.85 0.07 0.92 -- 0.92
Equity Index/3/ 0.25 0.04 0.29 -- 0.29
Small-Cap Index 0.50 0.30 0.80 (0.20) 0.60
REIT 1.10 0.15 1.25 (0.05) 1.20
International Value 0.85 0.09 0.94 -- 0.94
Government Securities 0.60 0.05 0.65 -- 0.65
Managed Bond/1/ 0.60 0.05 0.65 -- 0.65
Money Market/1/ 0.35 0.04 0.39 -- 0.39
High Yield Bond/1/ 0.60 0.05 0.65 -- 0.65
Large-Cap Value 0.85 0.08 0.93 -- 0.93
-----------------------------------------------------------------------
</TABLE>
/1/ Total adjusted net expenses for these Portfolios in
1999, after deduction of an offset for custodian
credits were: 1.28% for Emerging Markets Portfolio,
0.64% for Managed Bond Portfolio, 0.38% for Money
Market Portfolio, and 0.64% for High Yield Bond
Portfolio.
/2/ Expenses are estimated. There were no actual
advisory fees or expenses for these Portfolios in
1999 because the Portfolios started after December
31, 1999.
/3/ Total adjusted net expenses for the Equity Index
Portfolio in 1999, after deduction of an offset for
custodian credits, were 0.28%. The advisory fee for
the Portfolio has also been adjusted to reflect the
advisory fee increase effective January 1, 2000.
The actual advisory fee and total adjusted net
expenses for this Portfolio in 1999, after
deduction of an offset for custodian credits, were
0.16% and 0.19%, respectively.
+ The Fund has adopted a brokerage enhancement 12b-1
plan, under which brokerage transactions may be
placed with broker-dealers in return for credits,
cash, or other compensation that may be used to
help promote distribution of Fund shares. There are
no fees or charges to any Portfolio under this
plan, although the Fund's distributor may defray
expenses of up to approximately $300,000 for the
year 2000, which it might otherwise incur for
distribution. If such defrayed amount were
considered a Fund expense, it would represent
approximately .0023% or less of any Portfolio's
average daily net assets.
2
<PAGE>
---------------------------------------------------------
Examples is amended The following is added to Examples on page 8 of the
Prospectus:
The following table shows the expenses you would pay on
each $1,000 you invested if, at the end of each period,
you: annuitized your Contract; surrendered your
Contract and withdrew the Contract Value, or did not
annuitize or surrender, but left the money in your
Contract.
These examples assume the following:
. the Contract Value starts at $35,000
. the Investment Options have an annual return of 5%
. the Annual Fee is deducted for Contract Values less
than $50,000, after deducting any outstanding loan
and interest
. no Annual Fee is deducted for annuitized amounts or
Contract Values of $50,000 or more.
These examples do not show past or future expenses.
Your actual expenses in any year may be more or less
than those shown here.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
---------------------------------------------------------------------------------------
Aggressive Equity 87 72 124 265 87 117 133 265 24 72 124 265
---------------------------------------------------------------------------------------
Emerging Markets 91 86 146 308 91 131 155 308 28 86 146 308
---------------------------------------------------------------------------------------
Diversified Research 88 76 129 276 88 121 138 276 25 76 129 276
---------------------------------------------------------------------------------------
Small-Cap Equity 84 65 112 240 84 110 121 240 21 65 112 240
---------------------------------------------------------------------------------------
Bond and Income 85 68 117 250 85 113 126 250 22 68 117 250
---------------------------------------------------------------------------------------
International Large-Cap 90 82 139 295 90 127 148 295 27 82 139 295
---------------------------------------------------------------------------------------
Equity 85 68 116 248 85 113 125 248 22 68 116 248
---------------------------------------------------------------------------------------
I-Net Tollkeeper 94 95 162 338 94 140 171 338 31 95 162 338
---------------------------------------------------------------------------------------
Multi-Strategy 85 68 116 249 85 113 125 249 22 68 116 249
---------------------------------------------------------------------------------------
Equity Income 85 68 116 249 85 113 125 249 22 68 116 249
---------------------------------------------------------------------------------------
Growth LT 86 71 121 259 86 116 130 259 23 71 121 259
---------------------------------------------------------------------------------------
Mid-Cap Value 87 75 128 273 87 120 137 273 24 75 128 273
---------------------------------------------------------------------------------------
Equity Index 81 55 95 206 81 100 104 206 18 55 95 206
---------------------------------------------------------------------------------------
Small-Cap Index 85 68 116 249 85 113 125 249 22 68 116 249
---------------------------------------------------------------------------------------
REIT 90 83 142 300 90 128 151 300 27 83 142 300
---------------------------------------------------------------------------------------
International Value 88 75 129 275 88 120 138 275 25 75 129 275
---------------------------------------------------------------------------------------
Government Securities 85 67 114 245 85 112 123 245 22 67 114 245
---------------------------------------------------------------------------------------
Managed Bond 85 66 114 244 85 111 123 244 22 66 114 244
---------------------------------------------------------------------------------------
Money Market 82 59 100 217 82 104 109 217 19 59 100 217
---------------------------------------------------------------------------------------
High Yield Bond 85 66 114 244 85 111 123 244 22 66 114 244
---------------------------------------------------------------------------------------
Large-Cap Value 87 75 128 274 87 120 137 274 24 75 128 274
---------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A: None
Part B:
(1) Registrant's Financial Statements
Audited Financial Statements dated as of December 31, 1999
which are incorporated by reference from the 1999 Annual
Report include the following for Separate Account B:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
(2) Depositor's Financial Statements
Audited Consolidated Financial Statements dated as of
December 31, 1999 and 1998 and for the three year period
ended December 31, 1999, included in Part B include the
following for Pacific Life:
Independent Auditor's Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
1. (a) Resolution of the Board of Directors of the
Depositor authorizing establishment of Separate
Accounts and Memorandum establishing Separate
Account B./1/
(b) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws./3/
<PAGE>
2. Not applicable
3. (a) Distribution and Wholesaling Agreement between
Pacific Mutual Life and Pacific Equities Network
("PEN") (Now named Pacific Mutual Distributors, Inc.
("PMD")/1/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers/2/
4. (a) Form of Individual Flexible Premium Variable
Accumulation Deferred Annuity Contract, Form 90-53
/2/
(b) Qualified Plan Loan Endorsement/1/
(c) Individual Retirement Annuity Rider/1/
(d) Qualified Pension Plan Rider/1/
(e) 403(b) Tax Sheltered Annuity Rider/1/
(f) Section 457 Plan Rider/1/
(g) Individual Retirement Annuity Rider (R-IRA 198)/3/
(h) Roth Individual Retirement Annuity Rider (R-RIRA
198) /3/
(i) Simple Individual Retirement Annuity Rider (R-SIRA
198)/3/
5. (a) Application Form for Individual Flexible Premium
Deferred Variable Annuity Contract/3/
2
<PAGE>
(b) Application/Confirmation Form/4/
6. (a) Articles of Incorporation of Pacific Life/3/
(b) By-laws of Pacific Life/3/
7. Not applicable
8. Fund Participation Agreement/4/
9. Opinion and Consent of legal officer of Pacific Mutual
as to the legality of Contracts being registered/1/
10. (a) Independent Auditors' Consent/4/
(b) Consent of Dechert Price & Rhoads/1/
11. Not applicable
12. Not applicable
13. Performance Calculations/4/
14. Not applicable
15. Powers of Attorney/4/
16. Not applicable
/1/ Included in Registrant's Form Type N-4 EL, File No. 333-14131, Accession No.
0000950150-96-001122 filed on October 15, 1996 and incorporated by
reference herein.
/2/ Included in Registrant's Form Type N-4/B, File No. 333-14131, Accession No.
0000950150-97-000477 filed on April 1, 1997 and incorporated by
reference herein.
/3/ Included in Registrant's Form Type N-4/B, File No. 333-14131, Accession No.
0000950150-98-000694 filed on April 30, 1998 and incorporated by
reference herein.
/4/ Included in Registrant's Form Type N-4/B, File No. 333-14131, Accession No.
0000912057-00-019866 filed on April 27, 2000 and incorporated by
reference herein.
3
<PAGE>
Item 25. Directors and Officers of Pacific Life
--------------------------------------
Positions and Offices
Name and Address with Pacific Life
---------------- ---------------------
Thomas C. Sutton Director, Chairman of the Board, and
Chief Executive Officer
Glenn S. Schafer Director and President
Khanh T. Tran Director, Senior Vice President and Chief Financial
Officer
David R. Carmichael Director, Senior Vice President and General
Counsel
Audrey L. Milfs Director, Vice President and Corporate
Secretary
Edward R. Byrd Vice President and Controller
Brian D. Klemens Vice President and Treasurer
Gerald W. Robinson Executive Vice President
___________________________________
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
4
<PAGE>
Item 26. Persons Controlled by or Under Common Control with Pacific Life
or Separate Account B
The following is an explanation of the organization chart of Pacific
Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Pacific Life is a California Stock Insurance Company wholly-owned by
Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn,
99% owned by Pacific Mutual Holding Company (a California Mutual
Holding Company). Pacific Life is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Life &
Annuity Company, formerly known as PM Group Life Insurance Company (an
Arizona Corporation), Pacific Select Distributors, Inc. (formerly
known as Pacific Mutual Distributors, Inc.), and World-Wide Holdings
Limited (a United Kingdom Corporation). Pacific Life also has a 40%
ownership of American Maturity Life Insurance Company (a Connecticut
Corporation), a 50% ownership of Pacific Mezzanine Associates, L.L.C.
(a Delaware Limited Liability Company and a 95% ownership of Grayhawk
Golf Holdings, LLC). A subsidiary of Pacific Mezzanine Associates,
L.L.C. is Pacific Mezzanine Investors, L.L.C., (a Delaware Limited
Liability Company) who is the sole general partner of the PMI
Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Asset Management LLC are PMRealty Advisors Inc., Pacific
Financial Products Inc. (a Delaware Corporation), PPA LLC (a Delaware
Limited Liability Company), CCM LLC (a Delaware Limited Liability
Company), NFJ LLC (a Delaware Limited Liability Company), and PIMCO
Holding LLC (a Delaware Limited Liability Company). Pacific Asset
Management LLC has a 32% beneficial economic interest in PIMCO
Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Select Distributors, Inc. include: Associated Financial Group,
Inc.; Mutual Service Corporation (a Michigan Corporation), along with
its subsidiaries Advisors' Mutual Service Center, Inc. (a Michigan
Corporation) and Titan Value Equities Group, Inc.; and United
Planners' Group, Inc. (an Arizona Corporation), along with its
subsidiary United Planners' Financial Services of America (an Arizona
Limited Partnership). Subsidiaries of World-Wide Holdings Limited
include: World-Wide Reassurance Company Limited (a United Kingdom
Corporation) and World-Wide Reassurance Company (BVI) Limited (a
British Virgin Islands Corporation). All corporations are 100% owned
unless otherwise indicated. All entities are California corporations
unless otherwise indicated.
Item 27. Number of Contractholders
-------------------------
Approximately 409 Qualified
932 Non Qualified
5
<PAGE>
Item 28. Indemnification
---------------
(a) The Distribution Agreement between Pacific Life and Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) provides substantially as follows:
Pacific Life hereby agrees to indemnify and hold harmless PSD and its
officers and directors, and employees for any expenses (including legal
expenses), losses, claims, damages, or liabilities incurred by reason
of any untrue or alleged untrue statement or representation of a
material fact or any omission or alleged omission to state a material
fact required to be stated to make other statements not misleading, if
made in reliance on any prospectus, registration statement, post-
effective amendment thereof, or sales materials supplied or approved by
Pacific Life or the Separate Account. Pacific Life shall reimburse each
such person for any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss, liability,
damage, or claim. However, in no case shall Pacific Life be required to
indemnify for any expenses, losses, claims, damages, or liabilities
which have resulted from the willful misfeasance, bad faith,
negligence, misconduct, or wrongful act of PSD.
PSD hereby agrees to indemnify and hold harmless Pacific Life, its
officers, directors, and employees, and the Separate Account for any
expenses, losses, claims, damages, or liabilities arising out of or
based upon any of the following in connection with the offer or sale of
the contracts: (1) except for such statements made in reliance on any
prospectus, registration statement or sales material supplied or
approved by Pacific Life or the Separate Account, any untrue or alleged
untrue statement or representation is made; (2) any failure to deliver
a currently effective prospectus; (3) the use of any unauthorized sales
literature by any officer, employee or agent of PSD or Broker; (4) any
willful misfeasance, bad faith, negligence, misconduct or wrongful act.
PSD shall reimburse each such person for any legal or other expenses
reasonably incurred in connection with investigating or defending any
such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life, Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) and Various Broker-Dealers provides substantially
as follows:
Pacific Life and PSD agree to indemnify and hold harmless Selling
Broker-Dealer and General Agent, their officers, directors, agents and
employees, against any and all losses, claims, damages or liabilities
to which they may become subject under the 1933 Act, the 1934 Act, or
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise
6
<PAGE>
out of or are based upon any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to
state a material fact required to be stated or necessary to make the
statements made not misleading in the registration statement for the
Contracts or for the shares of Pacific Select Fund (the "Fund") filed
pursuant to the 1933 Act, or any prospectus included as a part thereof,
as from time to time amended and supplemented, or in any advertisement
or sales literature approved in writing by Pacific Life and PSD
pursuant to Section IV.E. Of this Agreement.
Selling Broker-Dealer and General Agent agree to indemnify and hold
harmless Pacific Life, the Fund and PSD, their officers, directors,
agents and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the 1933 Act, the
1934 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon: (a) any oral or written misrepresentation by Selling Broker-
Dealer or General Agent or their officers, directors, employees or
agents unless such misrepresentation is contained in the registration
statement for the Contracts or Fund shares, any prospectus included as
a part thereof, as from time to time amended and supplemented, or any
advertisement or sales literature approved in writing by Pacific Life
and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of
Selling Broker-Dealer or General Agent or their officers, directors,
employees or agents to comply with any applicable provisions of this
Agreement or (c) claims by Sub-agents or employees of General Agent or
Selling Broker-Dealer for payments of compensation or remuneration of
any type. Selling Broker-Dealer and General Agent will reimburse
Pacific Life or PSD or any director, officer, agent or employee of
either entity for any legal or other expenses reasonably incurred by
Pacific Life, PSD, or such officer, director, agent or employee in
connection with investigating or defending any such loss, claims,
damages, liability or action. This indemnity agreement will be in
addition to any liability which Broker-Dealer may otherwise have.
Item 29. Principal Underwriters
----------------------
(a) PSD (formerly PMD) also acts as principal underwriter for Pacific
Select Separate Account, Pacific Select Exec Separate Account, Pacific
Select Variable Annuity Separate Account, Pacific Corinthian Variable
Separate Account, Separate Account A and Pacific Select Fund.
(b) For information regarding PSD (formerly PMD), reference is made to Form
B-D, SEC File No. 8-15264, which is herein incorporated by reference.
7
<PAGE>
(c) PSD (formerly PMD) retains no compensation or net discounts or
commissions from the Registrant.
Item 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company
Act of 1940 and the rules under that section will be maintained by
Pacific Life at 700 Newport Center Drive, Newport Beach, California
92660.
Item 31. Management Services
-------------------
Not applicable
Item 32. Undertakings
------------
The registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement
as frequently as is necessary to ensure that the audited financial
statements in this registration statement are never more than 16
months old for so long as payments under the variable annuity
contracts may be accepted, unless otherwise permitted.
(b) to include either (1) as a part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, (2) a post
card or similar written communication affixed to or included in
the prospectus that the applicant can remove to send for a
Statement of Additional Information, or (3) to deliver a Statement
of Additional Information with the prospectus.
(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this Form
promptly upon written or oral request.
Additional Representations
--------------------------
(a) The Registrant and its Depositor are relying upon American Council
of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88
(November 28, 1988) with respect to annuity contracts offered as
funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code, and the provisions of
paragraphs (1)-(4) of this letter have been complied with.
(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the
Investment Company Act of 1940 with respect to annuity contracts
offered as funding vehicles to participants in the Texas Optional
Retirement Program and the provisions of paragraphs (a)-(d) of
the Rule have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY
ACT OF 1940: Pacific Life Insurance Company and Registrant
represent that the fees and charges to be deducted under the
Variable Annuity Contract ("Contract") described in the prospectus
contained in this registration statement are, in the aggregate,
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed in connection with
the Contract.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Registration Statement and has caused this Post-Effective Amendment No. 5 to
the Registration Statement on Form N-4 to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Newport Beach, and State of
California, on this 25th day of August, 2000.
SEPARATE ACCOUNT B
(Registrant)
BY: PACIFIC LIFE INSURANCE COMPANY
BY: __________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
BY: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
BY: __________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 5 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
____________________ Director, Chairman of the Board August 25, 2000
Thomas C. Sutton* and Chief Executive Officer
____________________ Director and President August 25, 2000
Glenn S. Schafer*
____________________ Director, Senior Vice August 25, 2000
Khanh T. Tran* President and Chief Financial
Officer
____________________ Director, Senior Vice August 25, 2000
David R. Carmichael* President and General Counsel
____________________ Director, Vice President and August 25, 2000
Audrey L. Milfs* Corporate Secretary
____________________ Vice President and Controller August 25, 2000
Edward R. Byrd*
____________________ Vice President and Treasurer August 25, 2000
Brian D. Klemens*
____________________ Executive Vice President August 25, 2000
Gerald W. Robinson*
*BY: /s/ DAVID R. CARMICHAEL August 25, 2000
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained in Post-Effective Amendment No. 4 of the
Registration Statement filed on April 27, 2000 on Form N-4, Accession No.
0000912057-00-019866 as Exhibit 15.)
9
