<PAGE>
As filed with the Securities and Exchange Commission on August 24, 2000
Registration Nos.
333-93059
811-08946
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. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 29 [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)
(949) 219-3743
(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:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert Price & Rhoads
P. O. Box 9000 1775 Eye Street, N.W.
Newport Beach, CA 92658-9030 Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on August 28, 2000 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a) (1) of Rule 485
[_] on ____________ pursuant to paragraph (a) (1) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Interests in the Separate Account under
Pacific Innovations individual flexible premium deferred variable annuity
contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Registrant's Form 497, File No. 333-93059, Accession No.
0000912057-00-022008, filed on May 5, 2000, and incorporated by reference
herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Registrant's Form 497, File No. 333-93059, Accession No.
0000912057-00-022008, filed on May 5, 2000, and incorporated by reference
herein.)
<PAGE>
Supplement Dated August 28, 2000 to
Prospectus Dated May 1, 2000 for
Pacific Innovations, a variable annuity contract
issued by Pacific Life Insurance Company
This supplement replaces An Overview of Pacific Innovations: Fees and Expenses
Paid by the Pacific Select Fund: Other Expenses with the following:
Other Expenses
The table also shows the Fund expenses for each
Portfolio based on expenses in 1999, adjusted to
reflect recently reduced custody fees. To help
limit Fund expenses, effective July 1, 2000 we have
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 12b-1 Total adviser's Total net
Portfolio fee expenses fees+ expenses+ reimbursement expenses
--------------------------------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <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
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.
<PAGE>
---------------------------------------------------------
Examples is amended The following is added to Examples:
The following table shows the expenses you would pay on
each $1,000 you invested if, at the end of each period,
you: annuitized your Contract; surrendered your
Contract and withdrew the Contract Value, or did not
annuitize or surrender, but left the money in your
Contract.
These examples assume the following:
. the Contract Value starts at $65,000
. the Investment Options have an annual return of 5%
. the Annual Fee is deducted even when the Contract
Value goes over $50,000 and a waiver would normally
apply.
without Rider reflects the expenses you would pay if
you did not buy the optional Stepped-Up Death Benefit
Rider (SDBR) or Premier Death Benefit Rider (PDBR).
with SDBR reflects the expenses you would pay if you
bought the optional Stepped-Up Death Benefit Rider.
with PDBR reflects the expenses you would pay if you
bought the optional Premier Death Benefit Rider.
These examples do not show past or future expenses.
Your actual expenses in any year may be more or less
than those shown here.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
--------------------------------------------------------------------------------
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Equity
without Rider 104 71 122 261 104 143 122 261 23 71 122 261
with SDBR 106 77 132 281 106 149 132 281 25 77 132 281
with PDBR 108 82 140 296 108 154 140 296 27 82 140 296
--------------------------------------------------------------------------------
Emerging Markets
without Rider 109 85 144 305 109 157 144 305 28 85 144 305
with SDBR 111 90 154 324 111 162 154 324 30 90 154 324
with PDBR 112 95 161 338 112 167 161 338 31 95 161 338
--------------------------------------------------------------------------------
Diversified Research
without Rider 105 75 128 272 105 147 128 272 24 75 128 272
with SDBR 107 81 138 292 107 153 138 292 26 81 138 292
with PDBR 109 85 145 307 109 157 145 307 28 85 145 307
--------------------------------------------------------------------------------
Small-Cap Equity
without Rider 102 64 110 236 102 136 110 236 21 64 110 236
with SDBR 104 70 120 257 104 142 120 257 23 70 120 257
with PDBR 105 75 128 272 105 147 128 272 24 75 128 272
--------------------------------------------------------------------------------
International Large-Cap
without Rider 107 81 138 292 107 153 138 292 26 81 138 292
with SDBR 109 87 147 311 109 159 147 311 28 87 147 311
with PDBR 111 91 155 326 111 163 155 326 30 91 155 326
--------------------------------------------------------------------------------
Equity
without Rider 103 66 114 245 103 138 114 245 22 66 114 245
with SDBR 105 73 124 265 105 145 124 265 24 73 124 265
with PDBR 106 77 132 280 106 149 132 280 25 77 132 280
--------------------------------------------------------------------------------
I-Net Tollkeeper
without Rider 112 94 160 335 112 166 160 335 31 94 160 335
with SDBR 114 100 169 354 114 172 169 354 33 100 169 354
with PDBR 115 104 176 367 115 176 176 367 34 104 176 367
--------------------------------------------------------------------------------
Multi-Strategy
without Rider 103 67 114 246 103 139 114 246 22 67 114 246
with SDBR 105 73 125 266 105 145 125 266 24 73 125 266
with PDBR 106 77 132 281 106 149 132 281 25 77 132 281
--------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
---------------------------------------------------------------------------------
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Equity Income
without Rider 103 67 114 246 103 139 114 246 22 67 114 246
with SDBR 105 73 125 266 105 145 125 266 24 73 125 266
with PDBR 106 77 132 281 106 149 132 281 25 77 132 281
---------------------------------------------------------------------------------
Growth LT
without Rider 104 70 119 255 104 142 119 255 23 70 119 255
with SDBR 106 76 129 275 106 148 129 275 25 76 129 275
with PDBR 107 80 137 290 107 152 137 290 26 80 137 290
---------------------------------------------------------------------------------
Mid-Cap Value
without Rider 105 74 126 269 105 146 126 269 24 74 126 269
with SDBR 107 80 136 289 107 152 136 289 26 80 136 289
with PDBR 108 84 144 304 108 156 144 304 27 84 144 304
---------------------------------------------------------------------------------
Equity Index
without Rider 99 54 93 203 99 126 93 203 18 54 93 203
with SDBR 101 60 104 224 101 132 104 224 20 60 104 224
with PDBR 102 65 111 240 102 137 111 240 21 65 111 240
---------------------------------------------------------------------------------
Small-Cap Index
without Rider 103 67 114 246 103 139 114 246 22 67 114 246
with SDBR 105 73 125 266 105 145 125 266 24 73 125 266
with PDBR 106 77 132 281 106 149 132 281 25 77 132 281
---------------------------------------------------------------------------------
REIT
without Rider 108 82 140 297 108 154 140 297 27 82 140 297
with SDBR 110 88 150 316 110 160 150 316 29 88 150 316
with PDBR 111 93 157 330 111 165 157 330 30 93 157 330
---------------------------------------------------------------------------------
International Value
without Rider 105 74 127 271 105 146 127 271 24 74 127 271
with SDBR 107 80 137 291 107 152 137 291 26 80 137 291
with PDBR 109 85 145 306 109 157 145 306 28 85 145 306
---------------------------------------------------------------------------------
Government Securities
without Rider 102 66 112 242 102 138 112 242 21 66 112 242
with SDBR 104 72 123 262 104 144 123 262 23 72 123 262
with PDBR 106 76 130 277 106 148 130 277 25 76 130 277
---------------------------------------------------------------------------------
Managed Bond
without Rider 102 65 112 241 102 137 112 241 21 65 112 241
with SDBR 104 71 122 261 104 143 122 261 23 71 122 261
with PDBR 106 76 130 276 106 148 130 276 25 76 130 276
---------------------------------------------------------------------------------
Money Market
without Rider 100 57 99 213 100 129 99 213 19 57 99 213
with SDBR 102 63 109 234 102 135 109 234 21 63 109 234
with PDBR 103 68 116 250 103 140 116 250 22 68 116 250
---------------------------------------------------------------------------------
High Yield Bond
without Rider 102 65 112 241 102 137 112 241 21 65 112 241
with SDBR 104 71 122 261 104 143 122 261 23 71 122 261
with PDBR 106 76 130 276 106 148 130 276 25 76 130 276
---------------------------------------------------------------------------------
Large-Cap Value
without Rider 105 74 127 270 105 146 127 270 24 74 127 270
with SDBR 107 80 137 290 107 152 137 290 26 80 137 290
with PDBR 109 85 144 305 109 157 144 305 28 85 144 305
---------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PART II
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, 1999 which are incorporated by
reference from the 1999 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, 1999 and 1998, and for the
three year period ended December 31, 1999,
included in Part B include the following for
Pacific Life:
Independent Auditors' Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder's 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./1/
(c) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws./3/
II-1
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc. ("PMD")
(formerly Pacific Equities Network) /1/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers /1/
4. (a) Form of Individual Flexible Premium Deferred
Variable Annuity Contract (Form 10-12600) /1/
(b) Qualified Pension Plan Rider (Form R90-PEN-V)
/1/
(c) 403(b) Tax-Sheltered Annuity Rider (Form
R-403B-9553) /1/
(d) Section 457 Plan Rider (Form 24-123799) /1/
(e) IRA Rider (Form R-IRA 198) /1/
(f) Roth IRA Rider (Form R-RIRA 198) /1/
(g) Simple IRA Rider (Form R-SIRA 198) /1/
(h) Stepped-Up Death Benefit Rider
(Form 20-12601) /1/
(i) Premier Death Benefit Rider
(Form 20-12602) /1/
5. (a) Application Form for Individual Flexible Premium
Deferred Variable Annuity Contract (Form 25-12600)
/1/
(b) Variable Annuity PAC APP /1/
(c) Application/Confirmation Form/2/
6. (a) Pacific Life's Articles of Incorporation /1/
(b) By-laws of Pacific Life /1/
7. Not applicable
8. Fund Participation Agreement/2/
9. Opinion and Consent of legal officer of Pacific Life as
to the legality of Contracts being registered. /1/
II-2
<PAGE>
10. Independent Auditors' Consent/3/
11. Not applicable
12. Not applicable
13. Performance Calculations/2/
14. Not applicable
15. Powers of Attorney/2/
16. Not applicable
/1/ Included in Registrant's Form N-4, File No. 333-93059, Accession No.
0000912057-99-009849 filed on December 17, 1999 and incorporated by reference
herein.
/2/ Included in Registrant's Form N-4, File No. 333-93059, Accession No.
0000912057-00-015739 filed on March 31, 2000 and incorporated by reference
herein.
/3/ Included in Registrant's Form N-4/A, File No. 333-93059, Accession No.
0000912057-00-018010 filed on April 14, 2000 and incorporated by reference
herein.
Item 25. Directors and Officers of Pacific Life
Positions and Offices
Name and Address with Pacific Life
Thomas C. Sutton Director, Chairman of the Board, and
Chief Executive Officer
Glenn S. Schafer Director and President
Khanh 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
Edward R. Byrd Vice President and Controller
Brian D. Klemens Vice President and Treasurer
Gerald W. Robinson Executive Vice President
______________________________
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
II-3
<PAGE>
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 Insurance Company wholly-owned by
Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn,
99% owned by Pacific Mutual Holding Company (a California Mutual
Holding Company). Pacific Life is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Life &
Annuity Company, formerly known as PM Group Life Insurance Company (an
Arizona Corporation), Pacific Select Distributors, Inc. (formerly
known as Pacific Mutual Distributors, Inc.), and World-Wide Holdings
Limited (a United Kingdom Corporation). Pacific Life also 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 a 95% ownership of Grayhawk
Golf Holdings, LLC). A subsidiary of Pacific Mezzanine Associates,
L.L.C. is Pacific Mezzanine Investors, L.L.C., (a Delaware Limited
Liability Company) who is the sole general partner of the PMI
Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Asset Management LLC are PMRealty Advisors Inc., Pacific
Financial Products Inc. (a Delaware Corporation), 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). Pacific Asset
Management LLC has a 32% beneficial economic interest in PIMCO
Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of
Pacific Select 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), 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 216 Qualified
296 Non Qualified
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life and Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) provides substantially as follows:
Pacific Life hereby agrees to indemnify and hold harmless PSD 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 PSD.
PSD 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 is 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 PSD or Broker; (4) any
willful misfeasance, bad faith, negligence, misconduct or wrongful act.
PSD 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.
(b) The Form of Selling Agreement between Pacific Life, Pacific Select
Distributors, Inc. ("PSD" formerly known asPacific Mutual Distributors,
Inc.) and Various Broker-Dealers provides substantially as follows:
Pacific Life and PSD 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
II-5
<PAGE>
out of or are based upon any untrue statement or alleged untrue
statement of a material fact or any omission or alleged 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 PSD
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 PSD, 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 PSD 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 PSD or any director, officer, agent or employee of
either entity for any legal or other expenses reasonably incurred by
Pacific Life, PSD, 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) PSD also acts as principal underwriter for Pacific Select
Separate Account, Pacific Select Exec Separate Account, Pacific
Select Variable Annuity Separate Account, Pacific Corinthian
Variable Separate Account, Separate Account B and Pacific
Select Fund.
(b) For information regarding PSD, reference is made to Form B-D, SEC
File No. 8-15264, which is herein incorporated by reference.
(c) PSD 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 certifies that it meets the requirements of
Securities Act Rule 485 (b) for effectiveness of this Registration Statement and
has caused this Post-Effective Amendment No. 2 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 24th day of
August, 2000.
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
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
_________________________ Director, Chairman of the Board August 24, 2000
Thomas C. Sutton* and Chief Executive Officer
_________________________ Director and President August 24, 2000
Glenn S. Schafer*
_________________________ Director, Senior Vice President August 24, 2000
Khanh T. Tran* and Chief Financial Officer
_________________________ Director, Senior Vice President August 24, 2000
David R. Carmichael* and General Counsel
_________________________ Director, Vice President and August 24, 2000
Audrey L. Milfs* Corporate Secretary
_________________________ Vice President and Controller August 24, 2000
Edward R. Byrd*
_________________________ Vice President and Treasurer August 24, 2000
Brian D. Klemens*
_________________________ Executive Vice President August 24, 2000
Gerald W. Robinson*
*By: /s/ David R. Carmichael August 24, 2000
__________________________
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained in Pre-Effective Amendment No. 1, to the
Registration Statement filed on March 31, 2000 on Form N-4/A for Separate
Account A, File No. 333-93059, Accession No. 0000912059-00-015739, as
Exhibit 15.)
II-9
