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SUPPLEMENT DATED APRIL 21, 1997 TO PROSPECTUSES DATED APRIL 1, 1996 FOR
PACIFIC SELECT VARIABLE ANNUITY AND PACIFIC ONE VARIABLE ANNUITY
EACH ISSUED BY PACIFIC MUTUAL LIFE INSURANCE COMPANY
AND FOR
PACIFIC SELECT FUND
On April 21, 1997, the Board of Directors of Pacific Mutual Life Insurance
Company ("Pacific Mutual Life") approved a Plan of Conversion ("Plan") under
which Pacific Mutual Life would convert from a mutual life insurance company to
a stock life insurance company ultimately controlled by a mutual holding
company. This transaction is intended to result in a corporate structure that
provides, among other things, better access to external sources of capital.
Under the Plan, upon the conversion, the insurance company would issue voting
stock to a newly-formed stock holding company called Pacific LifeCorp, and all
of Pacific LifeCorp's initially issued voting stock would be owned by a newly-
created mutual holding company called Pacific Mutual Holding Company. It is
anticipated that Pacific LifeCorp could, subsequent to the conversion, offer
shares of its stock publicly or privately; however Pacific Mutual Holding
Company must always hold at least 51% of the voting stock of Pacific LifeCorp.
Pacific LifeCorp would always own 100% of the voting stock of the insurance
company. No plans have been formulated to issue any shares of capital stock or
debt securities of Pacific LifeCorp at this time.
Since Pacific Mutual Life currently is a mutual life insurance company,
owners ("policyholders") of Pacific Mutual Life's annuity contracts and life
insurance policies ("policies") have certain membership interests in Pacific
Mutual Life consisting principally of the right to vote on the election of the
Board of Directors and on other matters and certain rights upon liquidation or
dissolution of Pacific Mutual Life. Under the Plan, policyholders continue to be
policyholders in the same insurance company, but would no longer have a
membership interest in the insurance company; rather, policyholders would have
membership interests in Pacific Mutual Holding Company. These interests in the
mutual holding company would be substantially the same as the membership
interests that policyholders have in Pacific Mutual Life prior to the
conversion, consisting principally of the right to vote on the election of the
Board of Directors and on other matters and certain rights upon liquidation or
dissolution of Pacific Mutual Holding Company. After the conversion, persons who
acquire policies from the insurance company would automatically be members in
Pacific Mutual Holding Company. The conversion will not, in any way, increase
premium payments or reduce policy benefits, values, guarantees or other policy
obligations to policyholders. The Plan is subject to approval by Pacific Mutual
Life's policyholders and the consent of the Insurance Commissioner of
California, among other approvals and conditions. If the necessary approvals are
obtained and conditions met, the conversion could occur in 1997. Under the Plan,
the insurance company's name will change to Pacific Life Insurance Company.
Form No. 42197psva/pova
