<PAGE>
Supplement to Prospectus Dated May 1, 2000 for M's Versatile Product
Flexible Premium Variable Insurance Policy (the "policy")
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 The following new investment options are added to the
investment options chart on page 1 of the prospectus:
are available
.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 The Bond and Income variable account terminated on
investment option September 22, 2000.
is no longer
available All references to the Bond and Income variable account,
investment option or portfolio are removed. References
to the 21 variable investment options throughout the
prospectus are changed to refer to 31 variable
investment options.
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.
---------------------------------------------------------
The International Effective January 1, 2001 Lazard Asset Management is
Value Portfolio has the portfolio manager of the International Value
a new portfolio portfolio.
manager
---------------------------------------------------------
A portfolio manager Mercury Asset Management US has changed its name to
has changed its Mercury Advisors.
name
Supplement dated January 2, 2001
<PAGE>
---------------------------------------------------------
An overview of M's Other expenses
Versatile Product:
Fees and expenses The table also shows the advisory fee and fund expenses
paid by the Pacific as an annual percentage of each portfolio's average
Select Fund: Other daily net assets for the year 2000, adjusted to reflect
expenses is reduced custody fees. To help limit fund expenses,
replaced 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 such 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>
--------------------------------------------------------------------------------------------
Less
Advisory Other 12b-1 Total adviser's Total net
Portfolio fee expenses amounts+ expenses reimbursement expenses
--------------------------------------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <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/2/ 0.80 0.04 0.02 0.86 -- 0.86
Emerging Markets/2/ 1.10 0.20 -- 1.30 -- 1.30
Diversified Research/2/ 0.90 0.08 0.01 0.99 -- 0.99
Small-Cap Equity/2/ 0.65 0.05 -- 0.70 -- 0.70
International Large-Cap/2/ 1.05 0.13 -- 1.18 -- 1.18
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/2/ 0.65 0.04 0.01 0.70 -- 0.70
Strategic Value 0.95 0.51 -- 1.46 (0.41) 1.05
Growth LT 0.75 0.04 -- 0.79 -- 0.79
Focused 30 0.95 0.43 -- 1.38 (0.33) 1.05
Mid-Cap Value/2/ 0.85 0.04 0.12 1.01 -- 1.01
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 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 0.34 0.04 -- 0.38 -- 0.38
High Yield Bond 0.60 0.04 -- 0.64 -- 0.64
Large-Cap Value/2/ 0.85 0.05 0.06 0.96 -- 0.96
--------------------------------------------------------------------------------------------
</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
and the 12b-1 recapture were: 0.84% for Aggressive
Equity Portfolio, 1.29% for Emerging Markets
Portfolio, 0.98% for Diversified Research
Portfolio, 0.69% for Small-Cap Equity Portfolio,
1.17% for International Large-Cap Portfolio, 1.60%
for I-Net Tollkeeper Portfolio, 0.69% for Equity
Income Portfolio, 0.89% for Mid-Cap Value
Portfolio, 0.60% for Small-Cap Index Portfolio,
0.62% for Government Securities Portfolio, 0.64%
for Managed Bond Portfolio, and 0.90% for Large-Cap
Value Portfolio.
+ The fund has a brokerage enhancement 12b-1 plan
under which brokerage transactions, subject to best
price and execution, may be placed with certain
broker-dealers in return for credits, cash or other
compensation ("recaptured commissions"). While a
portfolio pays the cost of brokerage when it buys
or sells a portfolio security, there are no fees or
charges to the fund under the plan. Recaptured
commissions may be used to promote and market fund
shares and the distributor may therefore defray
expenses for distribution that it might otherwise
incur. The SEC staff requires that the amount of
recaptured commissions be shown as an expense in
the chart above.
2
<PAGE>
---------------------------------------------------------
Your investment The chart in Your investment options: Variable
options is amended investment options is amended to add the following:
<TABLE>
<CAPTION>
PACIFIC SELECT FUND THE PORTFOLIO'S THE PORTFOLIO'S PORTFOLIO
PORTFOLIO INVESTMENT GOAL MAIN INVESTMENTS MANAGER
<S> <C> <C> <C>
Blue Chip Long-term growth of Equity securities of "blue chip" A I M
capital. Current companies--typically large companies
income is of that are well established in their
secondary importance. respective industries.
Aggressive Growth Long-term growth of Equity securities of small- and A I M
capital. medium-sized growth companies.
Financial Services Long-term growth of Equity securities in the financial INVESCO
capital. services sector. Such companies
include banks, insurance companies,
brokerage firms and other finance-
related firms.
Health Sciences Long-term growth of Equity securities in the health INVESCO
capital. sciences sector. Such companies
include medical equipment or
supplies, pharmaceuticals, health
care facilities and other health
sciences-related firms.
Technology Long-term growth of Equity securities in the technology INVESCO
capital. sector. Such companies include
biotechnology, communications,
computers, electronics, Internet
telecommunications, networking,
robotics, video and other
technology-related firms.
Telecommunications Long-term growth of Equity securities in the INVESCO
capital. Current telecommunications sector. Such as
income is of companies that offer telephone
secondary importance. service, wireless communications,
satellite communications, television
and movie programming, broadcasting
and Internet access.
Strategic Value Long-term growth of Equity securities with the potential Janus Capital
capital. for long-term growth of capital. Corporation
Focused 30 Long-term growth of Equity securities selected for their Janus Capital
capital. growth potential. Corporation
Capital Long-term growth of Equity securities with the potential MFS
Opportunities capital. for long-term growth of capital.
Mid-Cap Growth Long-term growth of Equity securities of medium-sized MFS
capital. companies believed to have above-
average growth potential.
Global Growth Capital appreciation. Equity securities of any size MFS
located within and outside of the
U.S.
</TABLE>
3
<PAGE>
---------------------------------------------------------
Telephone You may enroll in or give instructions regarding the
transactions is dollar cost averaging or portfolio rebalancing program
changed to by telephone if we have your completed telephone
Telephone and authorization on file.
electronic
transactions In early 2001, certain registered representatives will
be able to give us instructions electronically if
We expect to make authorized by you. You may appoint your registered
the electronic representative to give us instructions on your behalf
transaction feature by completing and filing an updated telephone and
available in early electronic authorization with us.
2001. Please ask
your registered Transactions made electronically will be subject to the
representative for same procedures, restrictions and risks as those made
more information. by telephone. Sometimes your electronic transactions
will not be able to reach us. For example, our website
may be busy because of unusual market activity or a
significant economic or market change, or telephone
lines or the Internet are out of service due to severe
weather conditions or other emergencies.
---------------------------------------------------------
The death benefit: In New Jersey, the Accounting benefit rider is known as
Optional riders is the Term insurance rider.
amended
4