<PAGE>
As filed with the Securities and Exchange Commission on August 7, 2000
Registration No. 333-80825
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
PACIFIC SELECT EXEC SEPARATE ACCOUNT OF
PACIFIC LIFE & ANNUITY COMPANY
(Exact Name of Registrant)
PACIFIC LIFE & ANNUITY COMPANY
(Name of Depositor)
700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660
(Address of Depositor's Principal Executive Office)
(949)219-3743
(Depositor's Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660
(Name and Address of Agent for Service of Process)
Copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
It is proposed that this filing will become effective on August 7, 2000 pursuant
to paragraph (b) of Rule 485.
Title of securities being registered: interests in the Separate Account under
Pacific Select Exec II-NY Flexible Premium Variable Life Insurance Policies.
Filing fee: None
<PAGE>
Pacific Select Exec Separate Account of Pacific
Life & Annuity Company
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
<S> <C>
1. (a) Name of trust............................... Prospectus front cover
(b) Title of securities issued.................. Prospectus front cover
2. Name and address of each depositor............... Prospectus front cover; Back Cover
3. Name and address of trustee...................... N/A
4. Name and address of each principal underwriter... About PL&A
5. State of organization of trust................... Pacific Select Exec Separate
Account
6. Execution and termination of trust agreement..... Pacific Select Exec Separate
Account
7. Changes of name.................................. N/A
8. Fiscal year...................................... N/A
9. Material Litigation.............................. N/A
II. General Description of the Trust and Securities of the Trust
10. (a) Registered or bearer securities............. Pacific Select Exec II-NY basics; The death benefit
(b) Cumulative or distributive
</TABLE>
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<TABLE>
<S> <C>
securities................................ Pacific Select Exec II-NY basics; The death benefit
(c) Withdrawal or redemption......... Withdrawals, surrenders and loans
(d) Conversion, transfer, etc........ Withdrawals, surrenders and loans
(e) Periodic payment plan............ N/A
(f) Voting rights.................... Voting Rights
(g) Notice to security holders....... Reports we'll send you
(h) Consents required................ Voting Rights
(i) Other provisions................. N/A
11. Type of securities comprising
units................................. Pacific Select Exec II-NY basics
12. Certain information regarding
periodic payment plan certificates.... N/A
13. (a) Load, fees, expenses, etc......... Deductions from your premiums; Surrendering your policy
(b) Certain information regarding
periodic payment plan certificates.... N/A
(c) Certain percentages................... Deductions from your premiums; Surrendering your policy
(d) Difference in price................... N/A
(e) Certain other fees, etc............... Deductions from your premiums; Surrendering your policy
(f) Certain other profits or
benefits.............................. The death benefit; Your policy's accumulated value
(g) Ratio of annual charges to
income................................ N/A
14. Issuance of trust's securities........ Pacific Select Exec II-NY basics
</TABLE>
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<CAPTION>
<S> <C>
15. Receipt and handling of payments
From purchasers..................... How premiums work
16. Acquisition and disposition of Your policy's accumulated
underlying securities............... value: Your investment
options
17. Withdrawal or redemption............ Withdrawals, surrenders
and loans
18. (a) Receipt, custody and disposition
of income....................... Your policy's accumulated
value
(b) Reinvestment of distributions... N/A
(c) Reserves or special funds....... N/A
(d) Schedule of distributions....... N/A
19. Records, accounts and reports....... Statements and
Reports
20. Certain miscellaneous provisions
of trust agreement:
(a) Amendment....................... N/A
(b) Termination..................... N/A
(c) and (d) Trustees, removal and
successor....................... N/A
(e) and (f) Depositors, removal
and successor................... N/A
21. Loans to security holders........... Withdrawals,
surrenders and loans
22. Limitations on liability............ N/A
23. Bonding arrangements................ N/A
24. Other material provisions of
trust agreement..................... N/A
</TABLE>
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<TABLE>
<S> <C>
III. Organizations, Personnel and Affiliated Persons of Depositor
25. Organization of depositor...................................................... About PL&A
26. Fees received by depositor..................................................... See Items 13(a) and 13(e)
27. Business of depositor.......................................................... About PL&A
28. Certain information as to officials and affiliated persons of depositor........ About PL&A
29. Voting securities of depositor................................................. N/A
30. Persons controlling depositor.................................................. N/A
31. Payments by depositor for certain services rendered to trust................... N/A
32. Payments by depositor for certain other services rendered to trust............. N/A
33. Remuneration of employees of depositor for certain services rendered to trust.. N/A
34. Remuneration of other persons for certain services rendered to trust........... N/A
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states................................... N/A
36. Suspension of sales of trust's securities...................................... N/A
37. Revocation of authority to distribute.......................................... N/A
</TABLE>
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<TABLE>
<S> <C>
38. (a) Method of distribution.......................................... How policies are distributed
(b) Underwriting agreements......................................... How policies are distributed
(c) Selling agreements.............................................. How policies are distributed
39. (a) Organization of principal underwriters.......................... How policies are distributed
(b) N.A.S.D. membership of principal underwriters................... How policies are distributed
40. Certain fees received by principal underwriters...................... How policies are distributed
41. (a) Business of each principal underwriter.......................... How policies are distributed
(b) Branch offices of each principal underwriter.................... N/A
(c) Salesmen of each principal underwriter.......................... N/A
42. Ownership of trust's securities by certain persons................... N/A
43. Certain brokerage commissions received by principal underwriters..... N/A
44. (a) Method of valuation............................................. Your policy's accumulated value
(b) Schedule as to offering price................................... How premiums work
(c) Variation in offering price to certain persons.................. Monthly deductions
45. Suspension of redemption rights...................................... Timing of payments, forms, and requests
</TABLE>
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<S> <C>
46. (a) Redemption valuation................................................... Withdrawals, surrenders and loans
(b) Schedule as to redemption price........................................ Withdrawals, surrenders and loans
47. Maintenance of position in underlying securities............................ Your investment options
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee...................................... N/A
49. Fees and expenses of trustees............................................... N/A
50. Trustee's lien.............................................................. N/A
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's securities.................................. The death benefit
VII. Policy of Registrant
52. (a) Provisions of trust agreement with respect to selection
or elimination of under lying securities............................... How our accounts work
(b) Transactions involving elimination of underlying securities............ How our accounts work
(c) Policy regarding substitution or elimination of underlying securities.. How our accounts work
(d) Fundamental policy not otherwise covered............................... N/A
53. Tax status of trust......................................................... Variable life insurance and your taxes
VIII. Financial and Statistical Information
</TABLE>
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<S> <C>
54. Trust's securities during last ten years.......... N/A
55. N/A
56. Certain information regarding periodic payment
plan certificates................................. N/A
57. N/A
58. N/A
59. Financial statements (Instruction 1(c) of
"Instructions as to the Prospectus" of Form S-6).. Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-6, Accession No. 0001017062-00-000997, as filed on April 27,
2000, and incorporated by reference herein.)
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+A registration statement for Pacific Select Fund relating to shares of the +
+Focused 30 and Strategic Value Portfolios has been filed with the Securities +
+and Exchange Commission, but has not yet become effective. The information in +
+the prospectus is not complete and may be changed. Interests in the new +
+investment options and shares of the Focused 30 and Strategic Value +
+Portfolios may not be sold until the Fund's registration statements are +
+effective. This supplement and preliminary prospectus are not offers to sell +
+interests in the investment options or shares of the Focused 30 and Strategic +
+Value Portfolios and do not solicit an offer to buy interests or shares in +
+any state where the offer or sale is not permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Supplement to Prospectus Dated May 1, 2000 for Pacific Select Exec II-NY,
a flexible premium variable life insurance policy (the "policy")
issued by Pacific Life & Annuity Company
Date of Supplement: August 7, 2000
This supplement changes the prospectus to reflect the
following:
---------------------------------------------------------
Two new variable The new investment options will invest in two new
investment options portfolios of the Pacific Select Fund called the
will be available Focused 30 and Strategic Value Portfolios. Below is
October 2, 2000 information summarizing the new portfolios.
. Focused 30 Pacific Life Insurance Company, the adviser, and the
. Strategic Value fund have retained Janus Capital Corporation as
portfolio manager.
<TABLE>
<CAPTION>
------------------------------------------------------------------------
The Portfolio's The Portfolio's
Portfolio Investment Goal Main Investments
------------------------------------------------------------------------
<S> <C> <C>
Focused 30 Long-term growth of capital. Common stocks selected
for their growth
potential.
Strategic Value Long-term growth of capital. Common stocks with the
potential for long-term
growth of capital.
------------------------------------------------------------------------
</TABLE>
This chart is only a summary. For more complete
information on the portfolios, including a discussion
of each portfolio's investment techniques and the risks
associated with its investments, see the accompanying
fund preliminary prospectus. You should read the
prospectus carefully.
---------------------------------------------------------
An overview of The following is added to the chart under Fees and
Pacific Select Exec Expenses Paid by the Pacific Select Fund:
II-NY is amended
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
Total
Portfolio Advisory fee Other expenses* expenses
-----------------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <C> <C>
Focused 30 0.95% 0.08% 1.03%
Strategic Value 0.95% 0.08% 1.03%
-----------------------------------------------------------------------
</TABLE>
* Other expenses are estimated. There were no actual
advisory fees or expenses for these portfolios in
1999 because the portfolios will start on October
2, 2000. See page 7 of the preliminary prospectus
for information about expense caps through December
31, 2001 for these portfolios.
---------------------------------------------------------
Allocating your This information is added to the discussion in the
premiums is prospectus on Allocating your premiums.
amended
You may instruct us to allocate all or part of your net
premiums to the Focused 30 and Strategic Value
investment options on or after October 2, 2000. You may
not instruct us to allocate your net premiums to these
investment options prior to October 2, 2000, when the
options first become available. Your net premium or
policy's accumulated value may be invested in up to 20
investment options at any one time.
<PAGE>
---------------------------------------------------------
Transferring among This information is added to the discussion in the
investment options prospectus on Transferring among investment options.
is amended
You may instruct us to transfer accumulated value to a
variable investment option and specify a future date on
which the accumulated value is to be transferred. This
instruction may cover any variable investment option
currently available under your contract and the Focused
30 and Strategic Value investment options, subject to
the limitation on investment options described above.
For the Focused 30 and Strategic Value investment
options, you may not specify a date prior to October 2,
2000, when the options first become available. If you
specify October 2, 2000 for the Focused 30 and
Strategic Value investment options, and we receive the
instructions prior to that date, the requested amount
will be transferred effective as of the close of
business on October 2, 2000, or, if we hold your net
premiums in the Money Market investment option, your
free-look transfer date, whichever is later. You may
revoke your transfer instructions at any time before we
transfer accumulated value by providing us with a
revocation in proper form, which we must receive no
later than 4:00 p.m. Eastern time on the last business
day before the date you have specified for a transfer.
While highly remote, there is a possibility that the
Focused 30 and Strategic Value investment options will
not become effective on October 2, 2000, in which case
we would not effect the transfer to these options, and
your accumulated value would remain in the investment
option from which you requested it be transferred until
the day the Focused 30 and Strategic Value Portfolios
become effective, if ever, or your free-look transfer
date, unless you instruct us otherwise.
2
<PAGE>
PACIFIC SELECT EXEC SEPARATE ACCOUNT
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
Contents of Registration Statement
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet.
The cross-reference sheet.
The Prospectus consisting of 89 pages.
Supplement dated May 1, 2000 to prospectus dated May 1, 2000 consisting of 1
page.
Supplement dated August 7, 2000 to prospectus dated May 1, 2000 consisting of 2
pages.
The undertaking to file reports.
Representation pursuant to Section 26(e) of the Investment Company Act of 1940.
The Signatures.
Written consent of the following person (included in the exhibits shown below):
Deloitte & Touche LLP, independent auditors
Dechert Price & Rhoads
The following exhibits:
1. (1) (a) Minutes of Action of Board of Directors of PM Group Life Insurance
Company (PL&A) dated July 1, 1998 /1/
(b) Memorandum Establishing Separate Account /1/
(2) Inapplicable
(3) (a) Form of Distribution Agreement Between PL&A and Pacific Mutual
Distributors, Inc. /3/
(b) Form of Selling Agreement Between Pacific Mutual Distributors, Inc.
and Various Broker-Dealers /3/
(4) Inapplicable
(5) (a) Flexible Premium Variable Life Insurance Policy /3/
(b) Annual Renewable Term Rider (Form R98-ART NY) /3/
(c) Accelerated Living Benefit Rider (Form R92-ABR NY) /1/
(d) Spouse Term Rider (Form R98-SPT NY) /3/
(e) Children's Term Rider (Form R84-CT NY) /3/
(f) Waiver of Charges (Form R98-WC NY) /3/
(g) Accidental Death Benefit (Form R84-AD NY) /3/
(h) Guaranteed Insurability Rider (Form R84-GI NY) /3/
(i) Disability Benefit Rider (Form R98-DB NY) /3/
(6) (a) Bylaws of PL&A /1/
(b) Articles of Incorporation of PM Group Life Insurance Company /1/
(c) Amended & Restated Articles of Incorporation for PM Group Life
Insurance Company /1/
<PAGE>
(7) Inapplicable
(8) Inapplicable
(9) (a) Form of Participation Agreement between PL&A and Pacific Select
Fund /3/
(b) Administrative Agreement Between PL&A and Pacific Life Insurance
Company (Pacific Life) /2/
(10) Application for Flexible Premium Variable Life Insurance Policy &
General Questionnaire /3/
2. Form of Opinion and consent of legal officer of PL&A as to legality of
Policies being registered /1/
3. Inapplicable
4. Inapplicable
5. Inapplicable
6. (a) Consent of Deloitte & Touche LLP /3/
(b) Consent of Dechert Price & Rhoads /1/
7. Opinion of Actuary /3/
8. Memorandum Describing Issuance, Transfer and Redemption Procedures /1/
9. Powers of Attorney /1/
10. Inapplicable
11. Inapplicable
12. Inapplicable
13. Inapplicable
14. Inapplicable
15. Inapplicable
16. Inapplicable
17. Inapplicable
____________________
/1/ Filed as part of Registration Statement on Form S-6 via EDGAR on June 16,
1999, File No. 333-80825, Accession Number 0001017062-99-001158.
/2/ Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement
of Form S-6 via EDGAR on September 22, 1999, File No. 333-80825, Accession
Number 0001017062-99-001625.
/3/ Filed as part of Post-Effective Amendment No. 1 to the Registration
Statement of Form S-6 via EDGAR on April 27,2000, File No. 333-80825,
Accession Number 0001017062-00-000997.
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940
Pacific Life & Annuity Company, the sponsoring insurance company of the
Registrant, represents that the fees and charges to be deducted under the
variable Life Insurance Policy ("Policy") 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 Policy.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Pacific Select Exec Separate Account of Pacific Life & Annuity Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness and has caused this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-6 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 August, 2000.
PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)
BY: PACIFIC LIFE & ANNUITY COMPANY
(Depositor)
BY: _____________________________________
William L. Ferris*
President and Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained as Exhibit 9 in the Registration Statement on
Form S-6 for the Pacific Select Exec Separate Account, File No. 333-80825,
Accession Number 0001017062-99-001158.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pacific Life &
Annuity Company certifies that it meets all of the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933 and has
caused this Post-Effective Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized all in the
City of Newport Beach, and State of California, on this 7th day of August, 2000.
BY: PACIFIC LIFE & ANNUITY COMPANY
(Registrant)
BY: _________________________________
William L. Ferris *
President and Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained as Exhibit 9 in the Registration Statement on
Form S-6 for the Pacific Select Exec Separate Account, File No. 333-80825,
Accession Number 0001017062-99-001158.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<C> <S> <C>
Signature Title Date
____________________ Director, President and Chief ___________ , 2000
William L. Ferris* Executive Officer
____________________ Director and Chairman of the Board ___________ , 2000
Thomas C. Sutton*
____________________ Director, Senior Vice President and ___________ , 2000
David R. Carmichael* General Counsel
____________________ Director and Secretary ___________ , 2000
Audrey L. Milfs*
____________________ Director ___________ , 2000
Glenn S. Schafer*
____________________ Chief Financial Officer and ___________ , 2000
Khanh T. Tran* Treasurer
____________________ Executive Vice President ___________ , 2000
Lynn C. Miller*
____________________ Senior Vice President ___________ , 2000
William J. Doomey*
____________________ Vice President ___________ , 2000
Gary L. Falde*
*By: /s/ DAVID R. CARMICHAEL August 7, 2000
------------------------------
David R. Carmichael
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained as Exhibit 9 in the Registration Statement on
Form S-6 of Pacific Select Exec Separate Account, File No. 333-80825, Accession
Number 0001017062-99-001158.)
