<PAGE>
As filed with the Securities and Exchange Commission on December 7, 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. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6 [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 January 2, 2001 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 Registrant's Form 497, File No. 333-14131, Accession No.
0000912057-00-002104 filed on October 2, 2000, and incorporated by
reference herein.)
<PAGE>
SUPPLEMENT DATED JANUARY 2, 2001 TO PROSPECTUS DATED MAY 1, 2000
FOR PACIFIC SELECT VARIABLE ANNUITY II, A VARIABLE ANNUITY CONTRACT
ISSUED BY PACIFIC LIFE INSURANCE COMPANY
This supplement changes the Prospectus to reflect the
following, and restates information contained in a
supplement dated October 2, 2000:
ELEVEN NEW VARIABLE INVESTMENT OPTIONS ARE AVAILABLE
--------------------------------------------------------------------------------
The following new Variable Investment Options are added to the list on page 1 of
the Prospectus.
- Blue Chip - Strategic Value
- Aggressive Growth - Focused 30
- Financial Services - Capital Opportunities
- Health Sciences - Mid-Cap Growth
- Technology - Global Growth
- Telecommunications
THE BOND AND INCOME INVESTMENT OPTION IS NO LONGER AVAILABLE
--------------------------------------------------------------------------------
The Bond and Income Variable Account terminated on September 22, 2000.
All references to the Bond and Income Investment Option, Portfolio, Subaccount
or Variable Account in the Prospectus are removed.
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.
THE NEW ELEVEN VARIABLE ACCOUNTS ARE ADDED AS VARIABLE INVESTMENT OPTIONS
--------------------------------------------------------------------------------
The new eleven Variable Accounts invest in their corresponding Portfolios of the
Fund. References to the 22 Variable Investment Options throughout the Prospectus
are changed to refer to 31 Variable Investment Options or Subaccounts.
THE INTERNATIONAL VALUE PORTFOLIO HAS A NEW PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Lazard Asset Management is the portfolio manager of the International Value
Portfolio.
A PORTFOLIO MANAGER HAS CHANGED ITS NAME
--------------------------------------------------------------------------------
Mercury Asset Management UShas changed its name to Mercury Advisors.
1
<PAGE>
AN OVERVIEW OF PACIFIC SELECT VARIABLE ANNUITY II-FEES AND EXPENSES PAID BY THE
PACIFIC SELECT FUND: OTHER EXPENSES IS REPLACED
--------------------------------------------------------------------------------
The following replaces the OTHER EXPENSES Section on page 7 of the Prospectus:
OTHER EXPENSES
The table also shows the advisory fee and Fund expenses as an annual percentage
of each Portfolio's average daily net assets for the year 2000, adjusted to
reflect reduced custody fees. To help limit Fund expenses, effective July 1,
2000 we contractually agreed to waive all or part of our investment advisory
fees or otherwise reimburse each Portfolio for operating expenses (including
organizational expenses, but not including advisory 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 and, except for Portfolios that started on or after October 2, 2000, that 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 2000, Pacific Life reimbursed approximately
$19,662 to the I-Net Tollkeeper Portfolio, $12,631 to the Strategic Value
Portfolio, $4,849 to the Focused 30 Portfolio and $15,042 to the Small-Cap Index
Portfolio.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
ADVISORY OTHER TOTAL LESS ADVISER'S TOTAL NET
PORTFOLIO FEE EXPENSES EXPENSES+ REIMBURSEMENT EXPENSES
--------------------------------------------------------------------------------------------------
AS AN ANNUAL % OF AVERAGE DAILY NET ASSETS
<S> <C> <C> <C> <C> <C>
Blue Chip(1) 0.95 0.06 1.01 -- 1.01
Aggressive Growth(1) 1.00 0.06 1.06 -- 1.06
Aggressive Equity 0.80 0.04 0.84 -- 0.84
Emerging Markets(2) 1.10 0.20 1.30 -- 1.30
Diversified Research 0.90 0.09 0.99 -- 0.99
Small-Cap Equity(2) 0.65 0.05 0.70 -- 0.70
International Large-Cap(3) 1.05 0.14 1.19 -- 1.19
Equity 0.65 0.04 0.69 -- 0.69
I-Net Tollkeeper(2) 1.50 0.13 1.63 (0.02) 1.61
Financial Services(1) 1.10 0.15 1.25 (0.05) 1.20
Health Sciences(1) 1.10 0.11 1.21 (0.01) 1.20
Technology(1) 1.10 0.08 1.18 -- 1.18
Telecommunications(1) 1.10 0.08 1.18 -- 1.18
Multi-Strategy 0.65 0.04 0.69 -- 0.69
Equity Income 0.65 0.04 0.69 -- 0.69
Strategic Value 0.95 0.54 1.49 (0.44) 1.05
Growth LT 0.75 0.04 0.79 -- 0.79
Focused 30 0.95 0.44 1.39 (0.34) 1.05
Mid-Cap Value 0.85 0.04 0.89 -- 0.89
International Value 0.85 0.11 0.96 -- 0.96
Capital Opportunities(1) 0.80 0.06 0.86 -- 0.86
Mid-Cap Growth(1) 0.90 0.06 0.96 -- 0.96
Global Growth(1) 1.10 0.19 1.29 -- 1.29
Equity Index(2) 0.25 0.04 0.29 -- 0.29
Small-Cap Index(2) 0.50 0.13 0.63 (0.02) 0.61
REIT 1.10 0.05 1.15 -- 1.15
Government Securities(2) 0.60 0.05 0.65 -- 0.65
Managed Bond(2) 0.60 0.05 0.65 -- 0.65
Money Market(2) 0.34 0.04 0.38 -- 0.38
High Yield Bond(2) 0.60 0.04 0.64 -- 0.64
Large-Cap Value 0.85 0.05 0.90 -- 0.90
--------------------------------------------------------------------------------------------------
</TABLE>
(1) Expenses are estimated. There were no actual advisory fees or expenses for
these Portfolios in 2000 because the Portfolios started after December
31, 2000.
(2) Total adjusted net expenses for these Portfolios, after deduction of an
offset for custodian credits were: 1.29% for Emerging Markets Portfolio,
0.69% for the Small-Cap Equity Portfolio, 1.18% for International Large-Cap
Portfolio, 1.60% for I-Net Tollkeeper Portfolio, 0.28% for Equity Index
Portfolio, 0.60% for Small-Cap Index Portfolio, 0.62% for Government
Securities Portfolio, 0.64% for Managed Bond Portfolio, 0.37% for Money
Market Portfolio, and 0.63% for High Yield Bond Portfolio.
+ 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 $850,000 for the year 2000, which it might otherwise incur
for distribution. If such defrayed amount were considered a Fund expense, it
would represent approximately .0067% or less of any Portfolio's average
daily net assets.
2
<PAGE>
AN OVERVIEW OF PACIFIC SELECT VARIABLE ANNUITY II-EXAMPLES IS REPLACED
--------------------------------------------------------------------------------
The EXAMPLES on page 8 of the Prospectus is replaced with the following:
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 ($) CONTRACT ($)
--------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BLUE CHIP 88 78 132 282 88 123 141 282 25 78 132 282
--------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH 89 79 135 287 89 124 144 287 26 79 135 287
--------------------------------------------------------------------------------------------
AGGRESSIVE EQUITY 87 72 124 265 87 117 133 265 24 72 124 265
--------------------------------------------------------------------------------------------
EMERGING MARKETS 91 86 146 309 91 131 155 309 28 86 146 309
--------------------------------------------------------------------------------------------
DIVERSIFIED RESEARCH 88 77 131 280 88 122 140 280 25 77 131 280
--------------------------------------------------------------------------------------------
SMALL-CAP EQUITY 85 68 116 249 85 113 125 249 22 68 116 249
--------------------------------------------------------------------------------------------
INTERNATIONAL
LARGE-CAP 90 83 141 298 90 128 150 298 27 83 141 298
--------------------------------------------------------------------------------------------
EQUITY 85 68 116 249 85 113 125 249 22 68 116 249
--------------------------------------------------------------------------------------------
I-NET TOLLKEEPER 94 95 162 338 94 140 171 338 31 95 162 338
--------------------------------------------------------------------------------------------
FINANCIAL SERVICES 90 83 142 300 90 128 151 300 27 83 142 300
--------------------------------------------------------------------------------------------
HEALTH SCIENCES 90 83 142 300 90 128 151 300 27 83 142 300
--------------------------------------------------------------------------------------------
TECHNOLOGY 90 83 141 298 90 128 150 298 27 83 141 298
--------------------------------------------------------------------------------------------
TELECOMMUNICATIONS 90 83 141 298 90 128 150 298 27 83 141 298
--------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------
STRATEGIC VALUE 89 79 134 286 89 124 143 286 26 79 134 286
--------------------------------------------------------------------------------------------
GROWTH LT 86 71 121 260 86 116 130 260 23 71 121 260
--------------------------------------------------------------------------------------------
FOCUSED 30 89 79 134 286 89 124 143 286 26 79 134 286
--------------------------------------------------------------------------------------------
MID-CAP VALUE 87 74 126 270 87 119 135 270 24 74 126 270
--------------------------------------------------------------------------------------------
INTERNATIONAL VALUE 88 76 130 277 88 121 139 277 25 76 130 277
--------------------------------------------------------------------------------------------
CAPITAL OPPORTUNITIES 87 73 125 267 87 118 134 267 24 73 125 267
--------------------------------------------------------------------------------------------
MID-CAP GROWTH 88 76 130 277 88 121 139 277 25 76 130 277
--------------------------------------------------------------------------------------------
GLOBAL GROWTH 91 86 146 309 91 131 155 309 28 86 146 309
--------------------------------------------------------------------------------------------
EQUITY INDEX 81 55 95 206 81 100 104 206 18 55 95 206
</TABLE>
3
<PAGE>
<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 ($)
--------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SMALL-CAP INDEX 84 65 112 240 84 110 121 240 21 65 112 240
--------------------------------------------------------------------------------------------
REIT 90 82 139 295 90 127 148 295 27 82 139 295
--------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES 84 66 113 242 84 111 122 242 21 66 113 242
--------------------------------------------------------------------------------------------
MANAGED BOND 85 66 114 244 85 111 123 244 22 66 114 244
--------------------------------------------------------------------------------------------
MONEY MARKET 82 58 100 216 82 103 109 216 19 58 100 216
--------------------------------------------------------------------------------------------
HIGH YIELD BOND 84 66 113 243 84 111 122 243 21 66 113 243
--------------------------------------------------------------------------------------------
LARGE-CAP VALUE 87 74 127 271 87 119 136 271 24 74 127 271
--------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
YOUR INVESTMENT OPTIONS: YOUR VARIABLE INVESTMENT OPTIONS IS AMENDED
--------------------------------------------------------------------------------
The chart on page 9 of the Prospectus YOUR INVESTMENT OPTIONS: YOUR VARIABLE
INVESTMENT OPTIONS is amended to add the following:
<TABLE>
<CAPTION>
PRIMARY INVESTMENTS PORTFOLIO
PORTFOLIO OBJECTIVE (UNDER NORMAL CIRCUMSTANCES) MANAGER
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Blue Chip Long-term growth of capital. Equity securities of "blue chip" AIM
Current income is of secondary companies--typically large companies that
importance. are well established in their respective
industries.
-----------------------------------------------------------------------------------------------------------------------------------
Aggressive Growth Long-term growth of capital. Equity securities of small- and medium-sized AIM
growth companies.
-----------------------------------------------------------------------------------------------------------------------------------
Financial Services Long-term growth of capital. Equity securities in the financial services INVESCO
sector. Such companies include banks,
insurance companies, brokerage firms and
other finance-related firms.
-----------------------------------------------------------------------------------------------------------------------------------
Health Sciences Long-term growth of capital. Equity securities in the health sciences INVESCO
sector. Such as companies that develop,
produce or distribute products or services
related to health care.
-----------------------------------------------------------------------------------------------------------------------------------
Technology Long-term growth of capital. Equity securities in the technology sector. INVESCO
Such companies include biotechnology,
communications, computers, electronics,
Internet telecommunications, networking,
robotics and video.
-----------------------------------------------------------------------------------------------------------------------------------
Telecommunications High total return. Equity securities in the telecommunications INVESCO
sector. Such as companies that offer
telephone service, wireless communications,
satellite communications, television and
movie programming, broadcasting and Internet
access.
-----------------------------------------------------------------------------------------------------------------------------------
Strategic Value Long-term growth of capital. Equity securities with potential for long- Janus Capital
term growth of capital. Corporation
-----------------------------------------------------------------------------------------------------------------------------------
Focused 30 Long-term growth of capital. Equity securities selected for their Janus Capital
growth potential. Corporation
-----------------------------------------------------------------------------------------------------------------------------------
Capital Opportunities Long-term growth of capital. Equity securities with the potential for MFS
long-term growth of capital.
-----------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Long-term growth of capital. Equity securities of medium-sized companies MFS
believed to have above-average growth
potential.
-----------------------------------------------------------------------------------------------------------------------------------
Global Growth Capital appreciation. Equity securities of any size located MFS
within and outside of the U.S.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
ADDITIONAL INFORMATION: TELEPHONE TRANSACTIONS IS CHANGED TO TELEPHONE AND
ELECTRONIC TRANSACTIONS
--------------------------------------------------------------------------------
The following replaces TELEPHONE TRANSACTIONS on page 35 of the Prospectus:
TELEPHONE AND ELECTRONIC TRANSACTIONS
You are automatically entitled to make certain transactions by telephone or, to
the extent available in early 2001, electronically. You may also authorize other
people to make certain transaction requests by telephone or to the extent
available electronically by so indicating on the application or by sending us
instructions in writing in a form acceptable to us. We cannot guarantee that you
or any other person you authorize will always be able to reach us to complete a
telephone or electronic transaction; for example, all telephone lines or our
web-site may be busy during certain periods, such as periods of substantial
market fluctuations or other drastic economic or market change, or telephones or
the internet may be out of service during severe weather conditions or other
emergencies. Under these circumstances, you should submit your request in
writing (or other form acceptable to us). Transaction instructions we receive by
telephone or electronically before 4:00 p.m. Eastern time on any Business Day
will usually be effective on that day, and we will provide you confirmation of
each telephone or electronic transaction.
We have established procedures reasonably designed to confirm that instructions
communicated by telephone or electronically are genuine. These procedures may
require any person requesting a telephone or electronic transaction to provide
certain personal identification upon our request. We may also record all or part
of any telephone conversation with respect to transaction instructions. We
reserve the right to deny any transaction request made by telephone or
electronically. You are authorizing us to accept and to act upon instructions
received by telephone or electronically with respect to your Contract, and you
agree that, so long as we comply with our procedures, neither we, any of our
affiliates, nor the Fund, or any of their directors, trustees, officers,
employees or agents will be liable for any loss, liability, cost or expense
(including attorneys' fees) in connection with requests that we believe to be
genuine. This policy means that so long as we comply with our procedures, you
will bear the risk of loss arising out of the telephone and electronic
transaction privileges of your Contract. If a Contract has Joint Owners, each
Owner may individually make transaction requests by telephone.
WE EXPECT TO MAKE THE ELECTRONIC TRANSACTION AND DELIVERY FEATURES AVAILABLE IN
EARLY 2001. PLEASE ASK YOU REGISTERED REPRESENTATIVE FOR MORE INFORMATION
ELECTRONIC DELIVERY AUTHORIZATION
Subject to availability, you may authorize us to provide prospectuses,
statements and other information ("documents") electronically by so
indicating on the application, or by sending us instructions in writing in a
form acceptable to us to receive such documents electronically. You must have
internet access to use this service. While we impose no additional charge for
this service, there may be potential costs associated with electronic
delivery, such as on-line charges. Documents will be available on our
Internet Web site. You may access and print all documents provided through
this service. As documents become available, we will notify you of this by
sending you an e-mail message that will include instructions on how to
retrieve the document. If our e-mail notification is returned to us as
"undeliverable," we will contact you to obtain your updated e-mail address.
If we are unable to obtain a valid e-mail address for you, we will send a
paper copy by regular U.S. mail to your address of record. You may revoke
your consent for electronic delivery at any time and we will resume providing
you with a paper copy of all required documents; however, in order for us to
be properly notified, your revocation must be given to us a reasonable time
before electronic delivery has commenced. We will provide you with paper
copies at any time upon request. Such request will not constitute revocation
of your consent to receive required documents electronically.
6
<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 (Form No.
20-13900)
(d) Qualified Pension Plan Rider /1/
(e) 403(b) Tax Sheltered Annuity Rider /1/
(f) Section 457 Plan Rider /1/
(g) Roth Individual Retirement Annuity Rider
(R-RIRA 198) /3/
(h) Simple Individual Retirement Annuity Rider
(Form No. 20-13400)
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 Life 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 Stock Life
Insurance Company), 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 Stock Life Insurance Company), 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. and
Pacific Financial Products Inc. (a Delaware Corporation). Pacific
Asset Management LLC has an approximate 30% 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 387 Qualified
900 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 of 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. 6 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 7th day of December 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. 6 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
------------------------- Director, Chairman of the Board December 7, 2000
Thomas C. Sutton* and Chief Executive Officer
------------------------- Director and President December 7, 2000
Glenn S. Schafer*
------------------------- Director, Senior Vice President December 7, 2000
Khanh T. Tran* and Chief Financial Officer
------------------------- Director, Senior Vice President December 7, 2000
David R. Carmichael* and General Counsel
------------------------- Director, Vice President and December 7, 2000
Audrey L. Milfs* Corporate Secretary
------------------------- Vice President and Controller December 7, 2000
Edward R. Byrd*
------------------------- Vice President and Treasurer December 7, 2000
Brian D. Klemens*
------------------------- Executive Vice President December 7, 2000
Gerald W. Robinson*
*BY: /s/ DAVID R. CARMICHAEL December 7, 2000
David R. Carmichael
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained in Post-Effective Amendment No. 4
of the Registration Statement filed on April 27, 2000 on Form N-4/B
for Separate Account B, File No. 333-14131, Accession No.
0000912057-00-019866, as Exhibit 15.)
9
