<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 33-88458
811-8946
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Pre-Effective Amendment No. [_]
Post Effective Amendment No. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 4 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT A
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY*
(Name of Depositor)
700 Newport Center Drive,
Newport Beach, California 92660
(Address of Depositor's Principal Executive Offices)(Zip Code)
(714) 640-3743
(Depositor's Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)
Copies of all communications to:
Jane A. Kanter
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
[X] It is proposed that this filing will become effective on May 1, 1999
pursuant to paragraph (a) of Rule 485.
Title of securities being registered: interests in individual flexible premium
variable annuity contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-98-000939, filed on April 29,
1998, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-98-000939, filed on April 29,
1998, and incorporated by reference herein.)
<PAGE>
Supplement dated __________, 1999 to
Prospectus Dated May 1, 1998
for Pacific One Variable Annuity
Issued by Pacific Life Insurance Company ("Prospectus")
Capitalized terms used in this Supplement are defined in the Prospectus referred
to above unless otherwise defined herein. "We", "us", or "our" refer to Pacific
Life Insurance Company; "you" or "your" refer to the Contract Owner.
The Prospectus is amended by adding the following:
Purchasing the Enhanced Guaranteed Minimum Death Benefit Rider (Optional).
An Enhanced Guaranteed Minimum Death Benefit Rider ("Rider") is available.
Availability of the Rider is subject to approval of state insurance authorities.
Ask your registered representative about its current availability status at the
time your application is completed.
You may only purchase the Enhanced Guaranteed Minimum Death Benefit Rider (the
"Rider") on the Contract Date. The Rider will then remain in effect until the
earlier of:
a) the full withdrawal of the amount available for withdrawal under the
Contract;
b) a death benefit becomes payable under the Contract;
c) any termination of the Contract in accordance with the provisions of
the Contract; or
d) the Annuity Date.
You may not otherwise cancel the Rider. The Rider may only be purchased if the
age of each Annuitant is 75 or younger on the Contract Date.
Death Benefit
If you purchase the Rider, the Death Benefit Amount, the Death Benefit: Death of
Annuitant, and the Guaranteed Minimum Death Benefit provisions as described in
the Prospectus are replaced with the following:
Death Benefit Amount
The Death Benefit Amount as of any Business Day before your Annuity Date is
equal to the greater of:
a) your Contract Value as of that day; or
b) your aggregate Purchase Payments less an adjusted amount for each
withdrawal, increased at an effective annual rate of 6% to that day,
subject to a maximum of 200% of the resulting difference of your
aggregate Purchase Payments less any withdrawals. To calculate the 6%
effective annual rate of growth, we take into account the timing of
when each Purchase Payment and withdrawal occurred. We do this by
multiplying each day's balance by a daily factor of 1.000159654. We
stop accruing the 6% effective annual rate of growth as of the earlier
of:
(i) the Contract Anniversary following the date the Annuitant
reaches his or her 80th birthday;
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(ii) the date of death of the sole Annuitant; or
(iii) the Annuity Date.
To determine the adjusted amount for each withdrawal:
(i) We divide the amount of each withdrawal by your Contract Value
immediately before that withdrawal.
(ii) We then multiply the result by your Death Benefit Amount (as
described in item b of this Death Benefit Amount section),
immediately before that withdrawal.
Death Benefit: Death of Annuitant
If the Annuitant dies before your first Milestone Date, the death benefit will
equal the Death Benefit Amount as of the Notice Date.
If the Annuitant dies on or after your first Milestone Date, the death benefit
will equal the greater of:
a) the Death Benefit Amount as of the Notice Date; or
b) the Guaranteed Minimum Death Benefit, as of the Notice Date (as
described below).
The following procedures apply in the event of death of an Annuitant who is not
also a Contract Owner: If your Contract names Joint Annuitants, and only one
Joint Annuitant dies, the surviving Joint Annuitant becomes your sole Annuitant
and the death benefit is not yet payable. If your sole Annuitant dies (or if no
Joint Annuitant survives) and your Contract names a surviving Contingent
Annuitant, he or she becomes the sole Annuitant and the death benefit is not yet
payable. If there is no surviving Joint or Contingent Annuitant, the death
benefit is payable to your Beneficiary, if living. To avoid the possibility of
an adverse gift tax situation upon the death of a sole Annuitant with no living
Beneficiary, the death benefit will be paid to the Owner or the Owner's spouse.
If both the Owner and the Annuitant die simultaneously, the death benefit will
be paid to the Beneficiary, if living; if not, to the Owner's estate.
Guaranteed Minimum Death Benefit ("GMDB")
The GMDB is calculated only when a death benefit becomes payable as a result of
the death of the sole Annuitant, and is determined as follows:
First, we calculate what the Death Benefit Amount would have been as of the
quarterly anniversary following the Contract Date and as of each subsequent
quarterly anniversary that occurs while the Annuitant is living and up to and
including the Contract Anniversary next following the Annuitant's 65th birthday.
Quarterly anniversaries are measured from the Contract Date. After the Contract
Anniversary following the Annuitant's 65th birthday, we calculate what the Death
Benefit Amount would have been as of each Contract Anniversary that occurs while
the Annuitant is living and before the Annuitant reaches his or her 81st
birthday. Each quarterly anniversary and each Contract Anniversary on which a
Death Benefit Amount is calculated is referred to as a "Milestone Date." We then
adjust the Death Benefit Amount for each Milestone Date by:
(i) adding the aggregate amount of any Purchase Payments received by us
since that Milestone Date; and
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(ii) subtracting the adjusted amount for each withdrawal that has occurred
since that Milestone Date, which is calculated by multiplying the
Death Benefit Amount by the ratio of the amount of each withdrawal
that has occurred since that Milestone Date, to the Contract Value
immediately prior to the withdrawal.
The highest of these adjusted Death Benefit Amounts as of the Notice Date is
your Guaranteed Minimum Death Benefit if the Rider is purchased. Calculations
of any Guaranteed Minimum Death Benefit are made only once death benefit
proceeds become payable under your Contract.
The Notice Date is the day on which we receive, in proper form, proof of death
and instructions satisfactory to us regarding payment of death benefit proceeds.
Annual Enhanced Guaranteed Minimum Death Benefit Rider Charge (Optional).
If you purchase the Rider, we deduct an annual Enhanced Death Benefit Charge on
each Contract Anniversary before the Annuity Date that the Rider remains in
effect. The Charge is based on the age of the youngest Annuitant on the
Contract Date.
The Charge on each Contract Anniversary is equal to:
. 0.10% of the Contract Value on that day if the youngest Annuitant is
age 65 or younger on the Contract Date.
. 0.30% of the Contract Value on that day if the youngest Annuitant is
age 66 through 75 on the Contract Date.
We deduct this Charge proportionately from your Investment Options. Any portion
of the Charge we deduct from the Fixed Option will not be greater than the
annual interest credited to the Fixed Option in excess of 3%.
If you make a full withdrawal from your Contract, we deduct the total Charge for
that Contract Year at that time.
Example of Total Expenses
If, at the end of the applicable time period, you withdraw your entire Variable
account Value or your entire Contract Value, you annuitize, or you do not
withdraw or annuitize, you would pay the following cumulative total expenses on
each $1,000 invested, assuming a 5% return on assets:
[To be Updated]
with Rider with Rider
@ .10% of @ .30% of
Portfolio w/o Rider Contract Value Contract Value
--------- --------- -------------- --------------
Money Market
1 year
3 years
5 years
10 years
3
<PAGE>
High Yield Bond
1 year
3 years
5 years
10 years
Managed Bond
1 year
3 years
5 years
10 years
Government Securities
1 year
3 years
5 years
10 years
Aggressive Equity
1 year
3 years
5 years
10 years
Growth LT
1 year
3 years
5 years
10 years
Equity Income
1 year
3 years
5 years
10 years
Multi-Strategy
1 year
3 years
5 years
10 years
Large-Cap Value
1 year
3 years
5 years
10 years
Mid-Cap Value
1 year
3 years
5 years
10 years
4
<PAGE>
Equity
1 year
3 years
5 years
10 years
Bond and Income
1 year
3 years
5 years
10 years
Equity Index
1 year
3 years
5 years
10 years
Small-Cap Index
1 year
3 years
5 years
10 years
REIT
1 year
3 years
5 years
10 years
International
1 year
3 years
5 years
10 years
Emerging Markets
1 year
3 years
5 years
10 years
*The examples should not be considered a representation of past or future
expenses; actual expenses incurred in any given year may be more or less than
those shown in the examples. The expenses listed for the Fund Portfolios
reflect current expenses for the year ending December 31, 1997, except that the
Advisory Fee of the International Portfolio has been adjusted to reflect the
Advisory Fee without any waiver. The Actual Advisory Fee paid by the
International Portfolio in 1997 was 0.83% of the Portfolio's average daily net
assets. This reflects the Advisory Fee waived by Pacific Life in connection
with the change in the Portfolio Manager to Morgan Stanley that occurred in June
1, 1997. Pacific Life, as Investment Adviser to the Fund, adopted the policy to
waive our fees or otherwise reimburse expenses so that operating expenses
5
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(exclusive of advisory fees, additional custodial fees associated with holding
foreign securities, foreign taxes on dividends, interest or capital gains, and
extraordinary expenses) are not greater than 0.25% of average daily net assets
per year. We began the policy in 1989 and intend to continue this policy until
at least December 31, 1999. No reimbursement to the Portfolios was necessary
for the Fund's fiscal year 1997. There can be no assurance that the expense
reimbursement arrangement will continue after December 31, 1999, and any
unreimbursed expenses would be reflected in the Policy Owner's Accumulated Value
and in some instances, the death benefit.
The examples use an assumed contract value of $80,000, and reflect the deduction
of the Annual Fee amount, without regard to the waiver of such fee for Contract
Values over $100,000.
6
<PAGE>
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A: None
Part B:
(1) Registrant's Financial Statements
Audited Financial Statements dated as of December 31,
1997 which are incorporated by reference from the 1997
Annual Report include the following for Separate Account
A:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
(2) Depositor's Financial Statements
Audited Consolidated Financial Statements dated as of
December 31, 1997 and 1996, and for the three years
ended December 31, 1997 included in Part B include the
following for Pacific Life:
Consolidated Statements of Financial Position
Consolidated Statements of Operations and
Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
1. (a) Resolution of the Board of Directors of the
Depositor authorizing establishment of Separate
Account A and Memorandum establishing Separate
Account A. /1/
(b) Memorandum Establishing Two New Variable Accounts -
Aggressive Equity and Emerging Markets
Portfolios /3/
(c) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws /5/
II-1
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc., formerly
Pacific Equities Network ("PMD")/3/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers/1/
4. (a) Form of Individual Flexible Premium Variable
Accumulation Annuity Contract/2/
(b) Qualified Plan Loan Endorsement/1/
(c) Individual Retirement Annuity Rider/1/
(d) Qualified Pension Plan Rider/1/
(e) 403(b) Tax-Sheltered Annuity Rider/4/
(f) Section 457 Plan Rider/1/
(g) Endorsement for 403(b) Texas Optional Retirement
Program (ORP)/1/
(h) Qualified Plan Loan Endorsement/1/
(i) IRA Rider (Form R-IRA 198)/5/
(j) Roth IRA Rider (Form R-RIRA 198)/5/
(k) Simple IRA Rider (Form R-SIRA 198)/5/
(l) Enhanced Guaranteed Minimum Death Benefit Rider
(Form R-EGMDB 299)
5. (a) Application Form for Individual Flexible Premium
Variable Accumulation Annuity Contract/5/
(b) Variable Annuity PAC APP/1/
(c) Application/Confirmation Form/2/
6. (a) Pacific Life's Articles of Incorporation/5/
(b) By-laws of Pacific Life/5/
7. Not applicable
8. (a) Fund Participation Agreement/1/
(b) Addendum to Fund Participation Agreement (to add
Growth LT Series)/1/
(c) Addendum to Fund Participation Agreement (to add
Equity and Bond and Income Series)/1/
(d) Addendum to Fund Participation Agreement (to add
Aggressive Equity and Emerging Markets
Portfolios)/3/
9. Opinion and Consent of legal officer of Pacific Mutual
Life as to the legality of Contracts being
registered./1/
II-2
<PAGE>
10. (a) Consent of Independent Auditors /5/
(b) Powers of Attorney /5/
11. Not applicable
12. Not applicable
13. Performance Calculations /5/
14. Inapplicable
15. Inapplicable
16. Inapplicable
- --------------
/1/ Included in Registrant's Form Type N-4/A, Accession No. 0000898430-95-002620
filed on October 19, 1995 and incorporated by reference herein.
/2/ Included in Registrant's Form Type N-4/A, Accession No. 0000898430-95-002620
filed on December 13, 1995 and incorporated by reference herein.
/3/ Included in Registrant's Form Type N-4/A, Accession No. 0000898430-96-001094
filed on March 29, 1996 and incorporated by reference herein.
/4/ Included in Registrant's Form Type N-4/A, Accession No. 0001017062-97-000787
filed on April 30, 1997 and incorporated by reference herein.
/5/ Included in Registrant's Form Type N-4/A, Accession No. 0001017062-98-000939
filed on April 29, 1998 and incorporated by reference herein.
Item 25. Directors and Officers of Pacific Life
<TABLE>
<CAPTION>
Positions and Offices
Name and Address with Pacific Life
<S> <C>
Thomas C. Sutton Director, Chairman of the Board,
and Chief Executive Officer
Glenn S. Schafer Director and President
Khan T. Tran Director, Senior Vice President
and Chief Financial Officer
David R. Carmichael Director, Senior Vice President
and General Counsel
Audrey L. Milfs Director, Vice President and
Corporate Secretary
Richard M. Ferry Director
Donald E. Guinn Director
Ignacio E. Lozano, Jr. Director
Charles D. Miller Director
Donn B. Miller Director
Richard M. Rosenberg Director
James R. Ukropina Director
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
Raymond L. Watson Director
Edward Byrd Vice President and Controller
Gerald W. Robinson Executive Vice President
</TABLE>
______________________________
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
Item 26. Persons Controlled by or Under Common Control with Pacific
Life or Separate Account A
The following is an explanation of the organization chart of
Pacific Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED
ENTERPRISES LEGAL STRUCTURE
Pacific Life is a California Stock Life Insurance Company
wholly-owned by Pacific LifeCorp (a Delaware Stock Holding
Company) which is, in turn, wholly-owned by Pacific Mutual
Holding Company (a California Mutual Holding Company).
Pacific Life has a 40% ownership of American Maturity Life
Insurance Company (a Connecticut Corporation), a 50%
ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware
Limited Liability Company), and is the parent company of
Pacific Asset Management LLC (a Delaware Limited Liability
Company), Pacific Mutual Realty Finance, Inc., Pacific Life &
Annuity Company (an Arizona Corporation), Pacific Mutual
Distributors, Inc., and World-Wide Holdings Limited (a United
Kingdom Corporation). A subsidiary of Pacific Mezzanine
Associates, L.L.C. is Pacific Mezzanine Investors, L.L.C.,
along with its subsidiary Pacific Mezzanine Fund, L.P.
Subsidiaries of Pacific Asset Management LLC are PMRealty
Advisors Inc., PPA LLC (a Delaware Limited Liability
Company), CCM LLC (a Delaware Limited Liability Company), NFJ
LLC (a Delaware Limited Liability Company), and PIMCO Holding
LLC (a Delaware Limited Liability Company) and its 80.1%
ownership of Pacific Financial Products, Inc. (a Delaware
Corporation). Pacific Asset Management LLC directly and
indirectly owns 33.4% of the outstanding partnership
interests in PIMCO Advisors L.P. (a Delaware Limited
Partnership). Subsidiaries of Pacific Mutual Distributors,
Inc. include: Associated Financial Group, Inc.; Mutual
Service Corporation (a Michigan Corporation), along with its
subsidiaries Advisors' Mutual Service Center, Inc. (a
Michigan Corporation) and Titan Value Equities Group, Inc.;
and United Planners' Group, Inc. (an Arizona Corporation
which is 97% owned), along with its subsidiary United
Planners' Financial Services of America (an Arizona Limited
Partnership). Subsidiaries of World-Wide Holdings Limited
include: World-Wide Reassurance Company Limited (a United
Kingdom Corporation) and World-Wide Reassurance Company (BVI)
Limited (a British Virgin Islands Corporation). All
corporations are 100% owned unless otherwise indicated. All
entities are California corporations unless otherwise
indicated.
II-4
<PAGE>
Item 27. Number of Contractholders
Approximately 2,596 Qualified
Approximately 6,336 Non-Qualified
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life
and PMD provides substantially as follows:
Pacific Life hereby agrees to indemnify and hold
harmless PMD and its officers and directors, and
employees for any expenses (including legal expenses),
losses, claims, damages, or liabilities incurred by
reason of any untrue or alleged untrue statement or
representation of a material fact or any omission or
alleged omission to state a material fact required to be
stated to make other statements not misleading, if made
in reliance on any prospectus, registration statement,
post-effective amendment thereof, or sales materials
supplied or approved by Pacific Life or the Separate
Account. Pacific Life shall reimburse each such person
for any legal or other expenses reasonably incurred in
connection with investigating or defending any such
loss, liability, damage, or claim. However, in no case
shall Pacific Life be required to indemnify for any
expenses, losses, claims, damages, or liabilities which
have resulted from the willful misfeasance, bad faith,
negligence, misconduct, or wrongful act of PMD.
PMD hereby agrees to indemnify and hold harmless Pacific
Life, its officers, directors, and employees, and the
Separate Account for any expenses, losses, claims,
damages, or liabilities arising out of or based upon any
of the following in connection with the offer or sale of
the contracts: (1) except for such statements made in
reliance on any prospectus, registration statement or
sales material supplied or approved by Pacific Life or
the Separate Account, any untrue or alleged untrue
statement or representation made; (2) any failure to
deliver a currently effective prospectus; (3) the use of
any unauthorized sales literature by any officer,
employee or agent of PMD or Broker; (4) any willful
misfeasance, bad faith, negligence, misconduct or
wrongful act. PMD shall reimburse each such person for
any legal or other expenses reasonably incurred in
connection with investigating or defending
II-5
<PAGE>
any such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life, PMD
and Various Broker-Dealers provides substantially as
follows:
Pacific Life and PMD agree to indemnify and hold
harmless Selling Broker-Dealer and General Agent, their
officers, directors, agents and employees, against any
and all losses, claims, damages or liabilities to which
they may become subject under the 1933 Act, the 1934
Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a
material fact or any omission to state a material fact
required to be stated or necessary to make the
statements made not misleading in the registration
statement for the Contracts or for the shares of Pacific
Select Fund (the "Fund") filed pursuant to the 1933 Act,
or any prospectus included as a part thereof, as from
time to time amended and supplemented, or in any
advertisement or sales literature approved in writing by
Pacific Life and PMD pursuant to Section IV.E. of this
Agreement.
Selling Broker-Dealer and General Agent agree to
indemnify and hold harmless Pacific Life, the Fund and
PMD, their officers, directors, agents and employees,
against any and all losses, claims, damages or
liabilities to which they may become subject under the
1933 Act, the 1934 Act or other federal or state
statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are
based upon: (a) any oral or written misrepresentation by
Selling Broker-Dealer or General Agent or their
officers, directors, employees or agents unless such
misrepresentation is contained in the registration
statement for the Contracts or Fund shares, any
prospectus included as a part thereof, as from time to
time amended and supplemented, or any advertisement or
sales literature approved in writing by Pacific Life and
PMD pursuant to Section IV.E. of this Agreement, (b) the
failure of Selling Broker-Dealer or General Agent or
their officers, directors, employees or agents to comply
with any applicable provisions of this Agreement or (c)
claims by Sub-agents or employees of General Agent or
Selling Broker-Dealer for payments of compensation or
remuneration of any type. Selling Broker-Dealer and
General Agent will reimburse Pacific Life or PMD or any
director, officer, agent or employee of either entity
for any legal or other expenses reasonably incurred by
Pacific Life, PMD, or such officer, director, agent or
employee in connection with investigating or defending
any such loss, claims, damages, liability or action.
This indemnity agreement will be in addition to any
liability which Broker-Dealer may otherwise have.
II-6
<PAGE>
Item 29. Principal Underwriters
(a) PMD also acts as principal underwriter for Pacific
Select Separate Account, Pacific Select Exec Separate
Account, Pacific Select Variable Annuity Separate
Account, Separate Account B, Pacific Corinthian Variable
Separate Account and Pacific Select Fund.
(b) For information regarding PMD, reference is made to Form
B-D, SEC File No. 8-15264, which is herein incorporated
by reference.
(c) PMD retains no compensation or net discounts or
commissions from the Registrant.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of
the Investment Company Act of 1940 and the rules under
that section will be maintained by Pacific Life at 700
Newport Center Drive, Newport Beach, California
92660.
Item 31. Management Services
Not applicable
Item 32. Undertakings
The registrant hereby undertakes:
(a) to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that
the audited financial statements in this registration
statement are never more than 16 months old for so long
as payments under the variable annuity contracts may be
accepted, unless otherwise permitted.
(b) to include either (1) as a part of any application to
purchase a contract offered by the prospectus, a space
that an applicant can check to request a Statement of
Additional Information, or (2) a post card or similar
written communication affixed to or included in the
prospectus that the applicant can remove to send for a
Statement of Additional Information, or (3) to deliver a
Statement of Additional Information with the Prospectus.
(c) to deliver any Statement of Additional Information and
any financial statements required to be made available
under this Form promptly upon written or oral request.
Additional Representations
II-7
<PAGE>
(a) The Registrant and its Depositor are relying upon
American Council of Life Insurance, SEC No-Action
Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with
respect to annuity contracts offered as funding vehicles
for retirement plans meeting the requirements of Section
403(b) of the Internal Revenue Code, and the provisions
of paragraphs (1)-(4) of this letter have been complied
with.
(b) The Registrant and its Depositor are relying upon Rule
6c-7 of the Investment Company Act of 1940 with respect
to annuity contracts offered as funding vehicles to
participants in the Texas Optional Retirement Program,
and the provisions of paragraphs(a) - (d) of the Rule
have been complied with.
(c) 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 Annuity
Contract ("Contract") 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 Contract.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has caused this Post-Effective Amendment No.
4 to the Registration Statement on Form N-4 to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Newport Beach, and the
State of California on this 1st day of March, 1999.
SEPARATE ACCOUNT A
(Registrant)
By: PACIFIC LIFE INSURANCE COMPANY
By:
Thomas C. Sutton*
Chairman and Chief Executive Officer
By: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
By:
Thomas C. Sutton*
Chairman and Chief Executive Officer
*By: /s/ Sharon A. Cheever
--------------------------
Sharon A. Cheever
as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 4 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Thomas C. Sutton* Director, Chairman of the Board ____________, 1999
and Chief Executive Officer
Glenn S. Schafer* Director and President ____________, 1999
Khanh T. Tran* Director, Senior Vice President ____________, 1999
and Chief Financial Officer
David R. Carmichael* Director, Senior Vice President ____________, 1999
and General Counsel
Audrey L. Milfs* Director, Vice President and ____________, 1999
Corporate Secretary
Richard M. Ferry* Director ____________, 1999
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C> <C>
Donald E. Guinn* Director ____________, 1999
Ignacio E. Lozano, Jr.* Director ____________, 1999
Charles D. Miller* Director ____________, 1999
Donn B. Miller* Director ____________, 1999
Richard M. Rosenberg* Director ____________, 1999
James R. Ukropina* Director ____________, 1999
Raymond L. Watson* Director ____________, 1999
Edward Byrd* Vice President and Controller ____________, 1999
*By: /s/ DAVID R. CARMICHAEL
------------------------ March 1, 1999
David R. Carmichael
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained in Post Effective Amendment No. 3 to
Registration Statement for Separate Account A filed via EDGAR on April 29, 1998,
File No. 33-88458, Accession No. 0001017062-98-000939 as Exhibit 10(b)).
II-10
<PAGE>
[LOGO OF PACIFIC LIFE INSURANCE COMPANY]
700 Newport Center Drive
Newport Beach, CA
92660
ENHANCED GUARANTEED MINIMUM DEATH BENEFIT RIDER
This Rider is part of your Contract and should be attached to it.
Notwithstanding any provision of your Contract to the contrary, the provisions
of this Rider shall prevail over the provisions of your Contract.
You have elected the Enhanced Guaranteed Minimum Death Benefit Rider ("EGMDBR").
An annual charge (called the "Enhanced Death Benefit Charge") for expenses
related to the EGMDBR will be deducted from your Investment Options on a
proportionate basis on each Contract Anniversary that the EGMDBR remains in
effect. Any portion of the Enhanced Death Benefit Charge we deduct from the
Fixed Option will not be greater than the annual interest credited to the Fixed
Option in excess of 3%. The Enhanced Death Benefit Charge is equal to the
Enhanced Death Benefit Charge percentage multiplied by the Contract Value on the
date the charge is deducted. The Enhanced Death Benefit Charge percentage is
equal to 0.10% if the youngest Annuitant's Age is 65 years or younger on the
Contract Date, and 0.30% if the youngest Annuitant's Age is 66 through 75 on the
Contract Date. In the event of a full withdrawal of the amount available for
withdrawal under the Contract, the entire Enhanced Death Benefit Charge for the
Contract Year in which the full withdrawal occurs will be netted out of the
final payment made to the Owner.
This EGMDBR may be elected only at the Contract Date and will remain in effect
until the earlier of (a) a full withdrawal of the amount available for
withdrawal under the Contract, (b) a death benefit becomes payable under the
Contract, (c) any termination of the Contract in accordance with the provisions
of the Contract, or (d) the Annuity Date. This EGMDBR may only be elected if
the Age of each Annuitant is 75 years or younger on the Contract Date.
The Death Benefit Amount section under the DEATH BENEFIT provision of your
Contract is replaced in its entirety as follows:
Death Benefit Amount - The Death Benefit Amount as of any Business Day prior
to your Annuity Date is equal to the greater of:
(a) your Contract Value as of that day; or
(b) your aggregate Purchase Payments less an adjusted amount for each
withdrawal, increased at an effective annual rate of 6% to that day,
subject to a maximum of two times the difference between the
aggregate Purchase Payments less any withdrawals. The 6% effective
annual rate of growth will take into account the timing of when each
Purchase Payment and withdrawal occurred by applying a daily factor
of 1.000159654 to each day's balance. The 6% effective annual rate of
growth will stop accruing as of the earlier of: (1) the Contract
Anniversary following the date the Annuitant reaches his or her 80th
birthday; (2) the date of death of the sole Annuitant; or (3) the
Annuity Date.
To determine the adjusted amount for each withdrawal: (i) We divide the
amount of each withdrawal by your Contract Value immediately before that
withdrawal; and (ii) we then multiply the result by your Death Benefit
Amount (as described in section (b) of this Death Benefit Amount section),
immediately before that withdrawal.
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The Guaranteed Minimum Death Benefit ("GMDB") Amount section under the DEATH
BENEFIT provision of your Contract is replaced in its entirety as follows:
Guaranteed Minimum Death Benefit ("GMDB") Amount - The GMDB Amount will be
calculated only when a death benefit becomes payable as a result of the death
of the sole Annuitant, and is determined as follows:
First, we calculate what the Death Benefit Amount would have been beginning on
the quarterly anniversary following the Contract Date and each subsequent
quarterly anniversary that occurs while the Annuitant is living and up to and
including the Contract Anniversary following the Annuitant's 65th birthday.
Quarterly anniversaries are measured from the Contract Date. After the Contract
Anniversary following the Annuitant's 65th birthday, we calculate what the
Death Benefit Amount would have been as of each Contract Anniversary that
occurs while the Annuitant is living and before the Annuitant reaches his or
her 81st birthday. Each quarterly anniversary and each Contract Anniversary on
which a Death Benefit Amount is calculated is referred to as a "Milestone
Date". We then adjust the Death Benefit Amount for each Milestone Date by: (i)
adding the aggregate amount of any Purchase Payments received by us since that
Milestone Date; and (ii) subtracting an amount for each withdrawal that has
occurred since that Milestone Date, which is calculated by multiplying the
Death Benefit Amount by the ratio of the amount of each withdrawal that has
occurred since that Milestone Date, to the Contract Value immediately prior to
the withdrawal.
The highest of these adjusted Death Benefit Amounts as of the Notice Date is
your GMDB Amount. The "Notice Date" is the day on which we receive, in proper
form, proof of death and instructions satisfactory to us regarding payment of
death benefit proceeds.
The Death of Annuitant section under the DEATH BENEFIT provision of your
Contract is replaced in its entirety as follows:
Death of Annuitant - If the Annuitant dies before the first Milestone Date, the
death benefit will be equal to your Death Benefit Amount as of the Notice Date.
If the Annuitant dies on or after the first Milestone Date, the death benefit
will be equal to the greater of the Death Benefit Amount or the GMDB Amount as
of the Notice Date. If an Annuitant dies before the Annuity Date, unless there
is a surviving Joint or Contingent Annuitant, we will pay the death benefit
proceeds to the Beneficiary if living; otherwise to the Owner or the Owner's
estate. If an Annuitant dies and there is a surviving Joint Annuitant, the
surviving Joint Annuitant becomes the Annuitant. If there is no surviving Joint
Annuitant and there is a Contingent Annuitant, the Contingent Annuitant becomes
the Annuitant. Death benefit proceeds are payable only for the death of the
sole surviving Annuitant prior to the Annuity Date. If you are the Annuitant
and you die, we will determine the amount of any death benefit and the
Beneficiary under the Death of Annuitant provisions; and, if your Contract is a
Non-Qualified Contract, we will distribute any death benefit proceeds under the
Death of Owner Distribution Rules.
All other terms and conditions of your Contract remain unchanged.
PACIFIC LIFE INSURANCE COMPANY
/s/ Thomas C. Sutton /s/ Audrey L. Milfe
Chairman and Chief Executive Officer Secretary
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