<PAGE>
As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 33-57908
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 11 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 INSURANCE COMPANY
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE 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 28, 2000
pursuant to paragraph (b) of Rule 485.
Title of securities being registered: interests in the Separate Account under
Pacific Select Choice Flexible Premium Variable Life Insurance Policies.
Filing fee: None
<PAGE>
Pacific Select Exec Separate Account of Pacific
Life Insurance 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 Pacific Life
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 Choice basics; The death benefit
(b) Cumulative or distributive
</TABLE>
<PAGE>
<TABLE>
<S> <C>
securities................................ Pacific Select Choice 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 Choice 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 Choice basics
</TABLE>
<PAGE>
<TABLE>
<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>
<PAGE>
<TABLE>
<S> <C>
III. Organizations, Personnel and Affiliated Persons of Depositor
25. Organization of depositor...................................................... About Pacific Life
26. Fees received by depositor..................................................... See Items 13(a) and 13(e)
27. Business of depositor.......................................................... About Pacific Life
28. Certain information as to officials and affiliated persons of depositor........ About Pacific Life
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>
<PAGE>
<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>
<PAGE>
<TABLE>
<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>
<PAGE>
<TABLE>
<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. 9 to the Registrant's Registration
Statement on Form S-6, Accession No. 0001017062-00-001016, as filed on April 28,
2000, and incorporated by reference herein; and Form Type 497, Accession
No. 0001017062-00-001707, as filed on August 11, 2000, and incorporated by
reference herein.)
<PAGE>
Supplement to Prospectus Dated May 1, 2000 for
Pacific Select Exec, Pacific Select Choice, Pacific Select Exec II
Flexible Premium Variable Life Insurance Policies
and the Pacific Select Estate Maximizer Modified Single
Premium Variable Life Insurance Policy and
Prospectus Dated August 7, 2000 for
Pacific Select Estate Preserver and
Pacific Select Estate Preserver II Last Survivor
Flexible Premium Variable Life Insurance Policies (each a "policy")
Each 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 Variable Account, 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
in this supplement. accumulation units of the Bond and Income Variable
Account will automatically be transferred to the
Managed Bond Variable Account in exchange for
corresponding units of that investment option. The
Bond and Income Variable Account 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 investment option,
the instruction will be deemed an instruction for
the Managed Bond investment option. This includes,
but is not limited to, instructions for net premium
allocations, transfer instructions (including
instructions under any automatic transfer,
portfolio rebalancing and dollar cost averaging
programs), and partial withdrawal and monthly
deduction 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.
Supplement dated August 28, 2000
<PAGE>
-----------------------------------------------------
An overview of the Other expenses
policy: Fees and The table also shows the fund expenses for each
expenses paid by the portfolio based on expenses in 1999, adjusted to
Pacific Select Fund: reflect recently reduced custody fees. To help
Other expenses is limit fund expenses, effective July 1, 2000 we have
replaced 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, 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.
-----------------------------------------------------
Telephone You may enroll in or give instructions regarding
authorizations for the the dollar cost averaging program or portfolio
transfer programs rebalancing program by telephone if we have your
completed telephone authorization form on file.
<PAGE>
Pacific Select Choice
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 106 pages.
Supplement dated May 1, 2000 to Prospectus dated May 1, 2000
consisting of 3 pages.
Supplement dated August 7, 2000 to Prospectus dated May 1, 2000
consisting of 2 pages.
Supplement dated August 28, 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, Outside Counsel
The following exhibits:
1. (1) (a) Resolution of the Board of Directors of
the Depositor dated November 22, 1989
and copies of the Memoranda concerning
Pacific Select Exec Separate Account
dated May 12, 1988 and January 26, 1993./1/
(b) Resolution of the Board of Directors of
Pacific Life Insurance Company authorizing
conformity to the terms of the current
Bylaws./3/
(2) Inapplicable
(3) (a) Distribution Agreement Between Pacific
Mutual Life Insurance Company and Pacific
Equities Network/1/
(b) Form of Selling Agreement Between Pacific
Equities Network and Various Broker-Dealers/1/
(4) Inapplicable
(5) (a) Flexible Premium Variable Life Insurance Policy/1/
(b) Waiver of Charges Rider/1/
(c) Accidental Death Rider/1/
(d) Guaranteed Insurability Rider/1/
(e) Added Protection Benefit Rider/1/
(f) Annual Renewal and Convertible Term Rider/1/
<PAGE>
(g) Exchange of Insured Rider/1/
(h) Children's Term Rider/1/
(i) Accelerated Living Benefit Rider/1/
(j) Aviation Rider/1/
(k) Endorsement Amending Suicide Exclusion Provision/1/
(l) Disability Benefit Rider/1/
(6)(a) Articles of Incorporation of Pacific Life
Insurance Company/3/
(b) Bylaws of Pacific Life Insurance Company/3/
(7) Inapplicable
(8) Inapplicable
(9)(a) Participation Agreement between Pacific
Mutual Life Insurance Company and Pacific
Select Fund/5/
(b) M Fund Inc. Participation Agreement with
Pacific Mutual Life Insurance Company/5/
(10) Applications for Flexible Premium Variable Life
Insurance Policy and General Questionnaire/1/
2. Form of Opinion and consent of legal officer of
Pacific Mutual as to legality of Policies being
registered/1/ (Incorporated by reference to Exhibit
No. 3 filed in Registrant's Post-Effective Amendment
No. 4 to the Registration Statement on Form S-6 filed
via EDGAR on March 25, 1996, File No. 33-57908,
Accession Number 0000898430-96-000966.)
3. Inapplicable
4. Inapplicable
5. Inapplicable
6. (a) Consent of Independent Auditors/6/
(b) Consent of Dechert Price & Rhoads/1/
7. (a) Opinion of Actuary/6/
(b) Form of Illustration of Policy Benefits/6/
8. Memorandum Describing Issuance, Transfer and
Redemption Procedures/1/
<PAGE>
9. Exhibit Regarding Adjustment for Conversion to a Non-
Flexible Contract/1/
10. Power of Attorney/5/
11. Inapplicable
12. Inapplicable
13. Inapplicable
14. Inapplicable
15. Inapplicable
16. Inapplicable
17. Inapplicable
/1/ Filed as part of Post-Effective Amendment No. 4 to the Registration
Statement on Form S-6 filed via EDGAR on March 25, 1996, File No. 33-57908,
Accession Number 0000898430-96-000966.
/2/ Filed as part of Post-Effective Amendment No. 5 to the Registration
Statement on Form S-6 filed via EDGAR on April 25, 1997, File No. 33-57908,
Accession Number 0001017062-97-000736.
/3/ Filed as part of Post-Effective Amendment No. 6 to the Registration
Statement on Form S-6 filed via EDGAR on April 24, 1998, File No. 33-57908,
Accession Number 0001017062-98-000896.
/4/ Filed as part of Post-Effective Amendment No. 7 to the Registration
Statement on Form S-6 filed via EDGAR on April 23, 1999, File No. 33-57908,
Accession Number 0001017062-99-000708.
/5/ Filed as part of Post-Effective Amendment No. 8 to the Registration
Statement on Form S-6 filed via EDGAR on March 1, 2000, File No. 33-57908,
Accession Number 0001017062-00-000594.
/6/ Filed as part of Post-Effective Amendment No. 9 to the Registration
Statement on Form S-6 filed via EDGAR on April 28, 2000, File No. 33-57908,
Accession Number 0001017062-00-001016.
<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 Insurance Company and Registrant represent 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 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 Insurance Company certifies
that it meets all of the requirements for effectiveness pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 11 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 24th day of August, 2000.
PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)
BY: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
BY: _____________________________________
Thomas C. Sutton*
Chairman & Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Power of Attorney is contained as Exhibit 10 of Post-Effective Amendment No. 8
to the Registration Statement of Pacific Select Exec Separate Account filed via
EDGAR on March 1, 2000, File No. 33-57908, Accession No. 0001017062-00-000594,
and incorporated by reference herein.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pacific Life
Insurance Company certifies that it meets all of the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Post-Effective Amendment No. 11 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 24th day of August,
2000.
PACIFIC LIFE INSURANCE COMPANY
(Registrant)
BY: _____________________________________
Thomas C. Sutton*
Chairman & Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Power of Attorney is contained as Exhibit 10 of Post-Effective Amendment No. 8
to the Registration Statement of Pacific Select Exec Separate Account filed via
EDGAR on March 1, 2000, File No. 33-57908, Accession No. 0001017062-00-000594,
and incorporated by reference herein.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 11 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 ________, 2000
Thomas C. Sutton* and Chief Executive Officer
__________________________ Director and President ________, 2000
Glenn S. Schafer*
__________________________ Director, Senior Vice President and ________, 2000
Khanh T. Tran* Chief Financial Officer
__________________________ Director, Senior Vice President and ________, 2000
David R. Carmichael* General Counsel
__________________________ Director, Vice President and Corporate ________, 2000
Audrey L. Milfs* Secretary
__________________________ Vice President and Controller ________, 2000
Edward R. Byrd*
__________________________ Vice President and Treasurer ________, 2000
Brian D. Klemens*
__________________________ Executive Vice President ________, 2000
Lynn C. Miller*
*BY: /s/ DAVID R. CARMICHAEL August 24, 2000
David R. Carmichael
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained as Exhibit 10 of Post-Effective Amendment No.
8 to the Registration Statement of Pacific Select Exec Separate Account filed
via EDGAR on March 1, 2000, File No. 33-57908, Accession No. 0001017062-00-
000594, and incorporated by reference herein.)
