<PAGE>
As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 333-61135
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 6 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
M's Versatile Product 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............... M's Versatile Product basics; The death benefit
(b) Cumulative or distributive securities......... M's Versatile Product basics; The death benefit
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
(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................................... M's Versatile Product 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
(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........................................ M's Versatile Product basics
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
15. Receipt and handling of payments from purchasers.......... How premiums work
16. Acquisition and disposition of underlying securities...... Your policy's accumulated 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>
<CAPTION>
<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>
<CAPTION>
<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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<TABLE>
<CAPTION>
<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 N/A
of trustee............................
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 underlying
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........................ See Items 13(a) and 52(a)
(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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<TABLE>
<CAPTION>
<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. 4 to the Registrant's Registration
Statement on Form S-6, Accession No. 0001017062-00-001027, as filed on May 1,
2000, and incorporated by reference herein; and Form Type 497, Accession No.
0001017062-00-001709, as filed on August 11, 2000, and incorporated by
reference herein.)
<PAGE>
Supplement to Prospectus Dated May 1, 2000 for
M's Versatile Product
Flexible Premium Variable Life Insurance Policy (the "policy")
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>
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An overview of M's Other expenses
Versatile Product: The table also shows the fund expenses for each
Fees and expenses paid portfolio based on expenses in 1999, adjusted to
by the Pacific Select reflect recently reduced custody fees. To help
Fund: Other expenses limit fund expenses, effective July 1, 2000 we have
is 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>
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Less
Advisory Other Total adviser's Total net
Portfolio fee expenses expenses+ reimbursement expenses
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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
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</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 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 111 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. /1/
(2) Inapplicable
(3) (a) Distribution Agreement Between Pacific Life Insurance Company and
Pacific Mutual Distributors, Inc. (formerly known as Pacific Equities
Network) /1/
(b) Form of Selling Agreement Between Pacific Mutual Distributors, Inc.
and Various Broker-Dealers /2/
(4) Inapplicable
(5) (a) Flexible Premium Variable Life Insurance Policy /1/
(b) Annual Renewable Term Rider (form R98-ART) /1/
(c) Accounting Benefit Rider (form R98-ABR) /1/
(d) Accelerated Living Benefit Rider (form R92-ABR) /1/
(e) Spouse Term Rider (form R98-SPT) /1/
(f) Children's Term Rider (form R84-CT) /1/
(g) Waiver of Charges (form R98-WC) /2/
(h) Accidental Death Benefit (form R84-AD) /1/
(i) Guaranteed Insurability Rider (form R84-GI) /1/
(j) Disability Benefit Rider (form R84-DB) /1/
(k) M&E Risk Charge Endorsement /4/
(6) (a) Bylaws of Pacific Life Insurance Company /1/
(b) Articles of Incorporation of Pacific Life Insurance Company /1/
<PAGE>
(7) Inapplicable
(8) Inapplicable
(9) (a) Participation Agreement between Pacific Life Insurance Company and
Pacific Select Fund /4/
(b) M Fund, Inc. Participation Agreement with Pacific Life Insurance
Company /4/
(10) Application for Flexible Premium Variable Life Insurance Policy &
General Questionnaire /1/
2. Form of Opinion and consent of legal officer of Pacific Life as to
legality of Policies being registered /1/
3. Inapplicable
4. Inapplicable
5. Inapplicable
6. (a) Consent of Deloitte & Touche LLP /5/
(b) Consent of Dechert Price & Rhoads /1/
7. (a) Opinion of Actuary /5/
(b) Form of Illustration of Policy Benefits /5/
8. Memorandum Describing Issuance, Transfer and Redemption Procedures /1/
9. Power of Attorney /4/
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 August 10,
1998, File No. 333-61135, Accession Number 0001017062-98-001706.
/2/ Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement
on Form S-6 via EDGAR on November 19, 1999, File No. 333-61135, Accession
Number 0001017062-98-002349.
/3/ Filed as part of Post-Effective Amendment No. 1 to the Registration
Statement on Form S-6 via EDGAR on April 27, 1999, File No. 333-61135,
Accession Number 0001017062-99-000722.
/4/ Filed as part of Post-Effective Amendment No. 2 to the Registration
Statement on Form S-6 via EDGAR on February 29, 2000, File No. 333-61135,
Accession Number 0001017062-00-000579.
/5/ Filed as part of Post-Effective Amendment No. 4 to the Registration
Statement on Form S-6 via EDGAR on May 1, 2000, File No. 333-61135,
Accession Number 0001017062-00-001027.
<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 maybe 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 certfies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 6 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 24th day of August,
2000.
PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)
BY: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
BY: _________________________________
Thomas C. Sutton*
Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Power of Attorney is contained as Exhibit 9 in Post-Effective Amendment
No. 2 to the Registration Statement on Form S-6 for the Pacific Select Exec
Separate Account, File No. 333-61135, Accession Number 0001017062-00-000579,
and incorporated by reference herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pacific Life
Insurance Company certfies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 6
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.
BY: PACIFIC LIFE INSURANCE COMPANY
(Registrant)
BY: _________________________________
Thomas C. Sutton*
Chief Executive Officer
*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact
(Power of Attorney is contained as Exhibit 9 in Post-Effective Amendment
No. 2 to the Registration Statement on Form S-6 for the Pacific Select Exec
Separate Account, File No. 333-61135, Accession Number 0001017062-00-000579,
and incorporated by reference herein.
<PAGE>
SIGNATURES
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>
<C> <S> <C>
Signature Title Date
____________________ 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 __________ , 2000
Audrey L. Milfs* Corporate 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 9 in Post-Effective Amendment No. 2
to the Registration Statement on Form S-6 of Pacific Select Exec Separate
Account, File No. 333-61135, Accession Number 0001017062-00-000579, and
incorporated by reference herein.
