485APOS 1 d485apos.txt PACIFIC LIFE - VALUE AND VALUE FOR PRUDENTIAL As filed with the Securities and Exchange Commission on October 25, 2001 Registration Nos.811-08946 333-60833 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. 12 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 49 [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) Depositor's Telephone Number, including Area Code: (949) 219-3743 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 Ruth Epstein, Esq. Pacific Life Insurance Company Dechert 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 [_] on _________________ pursuant to paragraph (b) of Rule 485 [_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [X] on December 29, 2001 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 Value individual flexible premium deferred variable annuity contracts. Filing Fee: None
SEPARATE ACCOUNT A FORM N-4 CROSS REFERENCE SHEET PART A Item No. Prospectus Heading 1. Cover Page Cover Page 2. Definitions TERMS USED IN THIS PROSPECTUS 3. Synopsis AN OVERVIEW OF PACIFIC VALUE 4. Condensed Financial Information YOUR INVESTMENT OPTIONS --Variable Investment Option Performance; ADDITIONAL INFORMATION --Financial Statements; FINANCIAL HIGHLIGHTS 5. General Description of Registrant, Depositor and Portfolio Companies AN OVERVIEW OF PACIFIC VALUE; PACIFIC LIFE AND THE SEPARATE ACCOUNT -- Pacific Life, --Separate Account A; YOUR INVESTMENT OPTIONS -- Your Variable Investment Options; ADDITIONAL INFORMATION --Voting Rights 6. Deductions AN OVERVIEW OF PACIFIC VALUE; HOW YOUR INVESTMENTS ARE ALLOCATED -- Transfers; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS -- Optional Withdrawal 7. General Description of Variable Annuity Contracts AN OVERVIEW OF PACIFIC VALUE; PURCHASING YOUR CONTRACT -- How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS -- Choosing Your Annuity Option, -- Your Annuity Payments, -- Death Benefits; ADDITIONAL INFORMATION -- Voting Rights, -- Changes to Your Contract, -- Changes to ALL Contracts, -- Inquiries and Submitting Forms and Requests, -- Timing of Payments and Transactions 8. Annuity Period RETIREMENT BENEFITS AND OTHER PAYOUTS 9. Death Benefit RETIREMENT BENEFITS AND OTHER PAYOUTS -- Death Benefits 10. Purchases and Contract Value AN OVERVIEW OF PACIFIC VALUE; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT -- Pacific Life; THE GENERAL ACCOUNT -- Withdrawals and Transfers 11. Redemptions AN OVERVIEW OF PACIFIC VALUE; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION --Timing of Payments and Transactions; THE GENERAL ACCOUNT -- Withdrawals and Transfers 12. Taxes CHARGES, FEES AND DEDUCTIONS -- Premium Taxes; WITHDRAWALS -- Optional Withdrawals, -- Tax Consequences of Withdrawals; FEDERAL TAX STATUS 13. Legal Proceedings Not Applicable 14. Table of Contents of the Statement of Additional Information CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION PART B Item No. Statement of Additional Information Heading 15. Cover Page Cover Page 16. Table of Contents TABLE OF CONTENTS 17. General Information and History Not Applicable 18. Services Not Applicable 19. Purchase of Securities Being Offered THE CONTRACTS AND THE SEPARATE ACCOUNT -- Calculating Subaccount Unit Values, -- Systematic Transfer Programs 20. Underwriters DISTRIBUTION OF THE CONTRACTS -- Pacific Select Distributors, Inc. 21. Calculation of Performance Data PERFORMANCE 22. Annuity Payments THE CONTRACTS AND THE SEPARATE ACCOUNT --Variable Annuity Payment Amounts 23. Financial Statements FINANCIAL STATEMENTS PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.
Prospectus for the Pacific Value (Included in Post-Effective Amendment No. 10 to the Registrant's Registration Statement on N-4B, accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein.) Statement of Additional Information for the Pacific Value (Included in Post-Effective Amendment No. 10 to the Registrant's Registration Statement on N-4B, accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein.) Prospectus for the Pacific Value for Prudential Securities (Included in Post-Effective Amendment No. 11 to the Registrant's Statement on N-4A, accession No. 0001011062-01-500473, filed on June 15, 2001, and incorporated by reference herein.) Statement of Additional Information for the Pacific Value for Prudential Securities (Included in Post-Effective Amendment No. 11 to the Registrant's Statement on N-4A, accession No. 0001011062-01-500473, filed on June 15, 2001, and incorporated by reference herein.) Supplement dated December 29, 2001 to Prospectus dated May 1, 2001 for the Pacific Value, a variable annuity contract issued by Pacific Life Insurance Company 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. This supplement changes the Prospectus to reflect the following, and restates information contained in a Supplement dated October 12, 2001: --------------------------------------------------------- The portfolio Putnam Investment Management, Inc. manages the manager for the Aggressive Equity Portfolio and the Equity Portfolio. Aggressive Equity Portfolio and the Equity Portfolio has changed. --------------------------------------------------------- The Equity Income Effective January 1, 2002, the name of the Equity variable investment Income Variable Investment Option will be changed to option will change the Large-Cap Core Variable Investment Option. its name. This will reflect a change in name of the underlying Equity Income Portfolio managed by J.P. Morgan Investment Management, Inc. Any reference to the Equity Income Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Supplement will be revised to be the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option. --------------------------------------------------------- Two new Variable Effective January 1, 2002, two new Variable Investment Investment Options Options will be available and will be added to the list will be available. on page 1 of the Prospectus: Equity Income Research References to the 31 Variable Investment Options throughout the Prospectus will be revised to be 33 Variable Investment Options. --------------------------------------------------------- An OVERVIEW OF The following is added to the Optional Riders section PACIFIC VALUE of the Prospectus: is amended. Guaranteed Protection Advantage Rider The optional Guaranteed Protection Advantage Rider provides for an additional amount that may be added to your Contract Value when an asset allocation program, established and maintained by us for this Rider, is used for a 10-year period (the "Term"). The Term begins on the effective date of the Rider. Your entire Contract Value must be invested in an asset allocation program during the entire Term for the additional amount to be added to your Contract. You can buy the Guaranteed Protection Advantage Rider on the Contract Date or on any Contract Anniversary. The Guaranteed Protection Advantage Rider may not be available. Ask your registered representative about its current availability. --------------------------------------------------------- The side note to the Optional Riders is changed to read as follows: Optional riders are subject to availability. Ask your registered representative about their current status. --------------------------------------------------------- The Contract Expenses section of the Prospectus is amended by adding the following: Guaranteed Protection Charge, as a percentage of Contract Value 0.10%/6/ /6/ If you buy the Guaranteed Protection Advantage Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the date you purchase the Rider and while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. --------------------------------------------------------- An OVERVIEW OF The Pacific Select Fund Annual Expenses-Other Expenses PACIFIC VALUE -- is replaced: Pacific Select Fund Annual Expenses is The table below shows the advisory fee and Fund amended. expenses as an annual percentage of each Portfolio's average daily net assets, based on the year 2000 unless otherwise noted. To help limit Fund expenses, effective July 1, 2000 Pacific Life contractually agreed to waive all or part of its 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 Pacific Life to the extent such expenses fall below the 0.10% expense cap. For each Portfolio, Pacific Life's right to repayment is limited to amounts waived and/or reimbursed that exceed the new 0.10% expense cap. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the Portfolio, but not above the 0.10% expense cap. There is no guarantee that Pacific Life will continue to cap expenses after December 31, 2002. In 2000, Pacific Life reimbursed approximately $13,202 to the I-Net Tollkeeper Portfolio, $36,311 to the Strategic Value Portfolio, $34,134 to the Focused 30 Portfolio and $27,505 to the Small-Cap Index Portfolio.
------------------------------------------------------------------------------------- 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 Blue Chip/1/ 0.95 0.06 -- 1.01 -- 1.01 Aggressive Growth/1/ 1.00 0.06 -- 1.06 -- 1.06 Emerging Markets/2/ 1.10 0.21 -- 1.31 -- 1.31 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 1.05 0.12 -- 1.17 -- 1.17 I-Net Tollkeeper/2/,/3/ 1.40 0.13 -- 1.53 (0.02) 1.51 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 Large-Cap Core/2/ 0.65 0.04 0.01 0.70 -- 0.70 (formerly Equity Income) Strategic Value 0.95 0.49 -- 1.44 (0.39) 1.05 Growth LT 0.75 0.04 -- 0.79 -- 0.79 Focused 30 0.95 0.42 -- 1.37 (0.32) 1.05 Mid-Cap Value/2/ 0.85 0.03 0.10 0.98 -- 0.98 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 0.04 -- 1.14 -- 1.14 Inflation Managed/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/2/ 0.60 0.05 -- 0.65 -- 0.65 Equity Income/1/ 0.95 0.15 -- 1.10 (0.05) 1.05 Research/1/ 1.00 0.12 -- 1.12 (0.02) 1.10 Equity 0.65 0.04 -- 0.69 -- 0.69 Aggressive Equity/2/ 0.80 0.04 0.02 0.86 -- 0.86 Large-Cap Value/2/ 0.85 0.05 0.05 0.95 -- 0.95 -------------------------------------------------------------------------------------
/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: 1.30% for Emerging Markets Portfolio, 0.98% for Diversified Research Portfolio, 0.69% for Small-Cap Equity Portfolio, 1.60% for I-Net Tollkeeper Portfolio, 0.69% for Large-Cap Core Portfolio, 0.88% for Mid-Cap Value Portfolio, 0.60% for Small-Cap Index Portfolio, 0.62% for Inflation Managed Portfolio, 0.64% for Managed Bond Portfolio, 0.64% for High Yield Bond Portfolio, 0.84% for Aggressive Equity Portfolio, and 0.90% for Large-Cap Value Portfolio. /3/ Effective January 1, 2002, the advisory fee is reduced to the annual rate of 1.40% of average daily net assets. + 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 --------------------------------------------------------- An OVERVIEW OF The Examples section of the Prospectus is replaced with PACIFIC VALUE-- the following: Examples is replaced. The following table shows the expenses you would pay on each $1,000 you invested if, at the end of each period, you: annuitized your Contract; surrendered your Contract and withdrew the Contract Value, or did not annuitize or surrender, but left the money in your Contract. These examples assume the following: . the Variable Investment Options have an annual return of 5%; . our current program to reimburse to Pacific Select Fund Portfolio expenses in excess of the 0.10% expense cap as described in Pacific Select Fund Annual Expenses will continue for at least 10 years. without any Rider reflects the expenses you would pay if you did not buy any of the following optional Riders: Stepped-Up Death Benefit Rider (SDBR), Premier Death Benefit Rider (PDBR), Earnings Enhancement Guarantee (EEG) Rider, Guaranteed Income Advantage (GIA) Rider, and Guaranteed Protection Advantage Rider, collectively referred to below as "Riders". Riders may be subject to availability. Ask your registered representative about their current status. with Riders reflects the maximum amount of expenses you would pay if you bought the optional combination of Riders whose cumulative expense totaled more than any other optional combination. These examples do not show past or future expenses. Your actual expenses in any year may be more or less than those shown here.
---------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) 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 ---------------------------------------------------------------------------------- Blue Chip without any Rider 87 75 128 274 87 138 173 274 24 75 128 274 with Riders 97 105 178 370 97 168 223 370 34 105 178 370 ---------------------------------------------------------------------------------- Aggressive Growth without any Rider 88 77 131 279 88 140 176 279 25 77 131 279 with Riders 98 106 180 374 98 169 225 374 35 106 180 374 ---------------------------------------------------------------------------------- Emerging Markets without any Rider 90 84 143 303 90 147 188 303 27 84 143 303 with Riders 100 113 191 395 100 176 236 395 37 113 191 395 ---------------------------------------------------------------------------------- Diversified Research without any Rider 87 74 127 271 87 137 172 271 24 74 127 271 with Riders 97 104 176 367 97 167 221 367 34 104 176 367 ---------------------------------------------------------------------------------- Small-Cap Equity without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 94 96 162 341 94 159 207 341 31 96 162 341 ---------------------------------------------------------------------------------- International Large-Cap without any Rider 89 80 136 290 89 143 181 290 26 80 136 290 with Riders 99 110 185 384 99 173 230 384 36 110 185 384 ---------------------------------------------------------------------------------- I-Net Tollkeeper without any Rider 92 90 153 323 92 153 198 323 29 90 153 323 with Riders 102 120 201 413 102 183 246 413 39 120 201 413 ---------------------------------------------------------------------------------- Financial Services without any Rider 89 81 138 293 89 144 183 293 26 81 138 293 with Riders 99 111 187 387 99 174 232 387 36 111 187 387 ---------------------------------------------------------------------------------- Health Sciences without any Rider 89 81 138 293 89 144 183 293 26 81 138 293 with Riders 99 111 187 387 99 174 232 387 36 111 187 387 ----------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------- Technology without any Rider 89 80 137 291 89 143 182 291 26 80 137 291 with Riders 99 110 186 385 99 173 231 385 36 110 186 385 --------------------------------------------------------------------------------- Telecommunications without any Rider 89 80 137 291 89 143 182 291 26 80 137 291 with Riders 99 110 186 385 99 173 231 385 36 110 186 385 --------------------------------------------------------------------------------- Multi-Strategy without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 94 96 162 341 94 159 207 341 31 96 162 341 --------------------------------------------------------------------------------- Large-Cap Core (formerly called Equity Income) without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 94 96 162 341 94 159 207 341 31 96 162 341 --------------------------------------------------------------------------------- Strategic Value without any Rider 88 76 130 278 88 139 175 278 25 76 130 278 with Riders 98 106 180 373 98 169 225 373 35 106 180 373 --------------------------------------------------------------------------------- Growth LT without any Rider 85 68 117 252 85 131 162 252 22 68 117 252 with Riders 95 99 167 350 95 162 212 350 32 99 167 350 --------------------------------------------------------------------------------- Focused 30 without any Rider 88 76 130 278 88 139 175 278 25 76 130 278 with Riders 98 106 180 373 98 169 225 373 35 106 180 373 --------------------------------------------------------------------------------- Mid-Cap Value without any Rider 88 71 122 261 88 134 167 261 25 71 122 261 with Riders 98 101 172 358 98 164 217 358 35 101 172 358 --------------------------------------------------------------------------------- International Value without any Rider 87 74 126 269 87 137 171 269 24 74 126 269 with Riders 97 104 175 365 97 167 220 365 34 104 175 365 --------------------------------------------------------------------------------- Capital Opportunities without any Rider 86 71 121 259 86 134 166 259 23 71 121 259 with Riders 96 101 171 356 96 164 216 356 33 101 171 356 --------------------------------------------------------------------------------- Mid-Cap Growth without any Rider 87 74 126 269 87 137 171 269 24 74 126 269 with Riders 97 104 175 365 97 167 220 365 34 104 175 365 --------------------------------------------------------------------------------- Global Growth without any Rider 90 83 142 302 90 146 187 302 27 83 142 302 with Riders 100 113 191 395 100 176 236 395 37 113 191 395 --------------------------------------------------------------------------------- Equity Index without any Rider 80 53 92 199 80 116 137 199 17 53 92 199 with Riders 90 84 143 303 90 147 188 303 27 84 143 303 --------------------------------------------------------------------------------- Small-Cap Index without any Rider 83 63 108 232 83 126 153 232 20 63 108 232 with Riders 93 93 158 332 93 156 203 332 30 93 158 332 --------------------------------------------------------------------------------- REIT without any Rider 89 79 135 287 89 142 180 287 26 79 135 287 with Riders 99 109 184 381 99 172 229 381 36 109 184 381 --------------------------------------------------------------------------------- Inflation Managed (formerly called Government Securities) without any Rider 83 63 109 234 83 126 154 234 20 63 109 234 with Riders 94 94 159 334 94 157 204 334 31 94 159 334 --------------------------------------------------------------------------------- Managed Bond without any Rider 84 64 110 236 84 127 155 236 21 64 110 236 with Riders 94 94 160 336 94 157 205 336 31 94 160 336 --------------------------------------------------------------------------------- Money Market without any Rider 81 56 96 209 81 119 141 209 18 56 96 209 with Riders 91 86 147 311 91 149 192 311 28 86 147 311 --------------------------------------------------------------------------------- High Yield Bond without any Rider 84 64 110 237 84 127 155 237 21 64 110 237 with Riders 94 94 160 337 94 157 205 337 31 94 160 337 --------------------------------------------------------------------------------- Equity Income without any Rider 107 79 135 287 107 151 135 287 26 79 135 287 with Riders 117 109 184 382 117 181 184 382 36 109 184 382 ---------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------- Research without any Rider 107 79 135 287 107 151 135 287 26 79 135 287 with Riders 117 109 184 382 117 181 184 382 36 109 184 382 --------------------------------------------------------------------------------- Equity without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 94 96 162 341 94 159 207 341 31 96 162 341 --------------------------------------------------------------------------------- Aggressive Equity without any Rider 86 70 120 257 86 133 165 257 23 70 120 257 with Riders 96 100 170 354 96 163 215 354 33 100 170 354 --------------------------------------------------------------------------------- Large-Cap Value without any Rider 86 72 123 263 86 135 168 263 23 72 123 263 with Riders 96 102 172 360 96 165 217 360 33 102 172 360 ---------------------------------------------------------------------------------
The purpose of the preceding table is to help you understand the various costs and expenses that you may bear directly or indirectly. The table reflects expenses of the Separate Account as well as those of the underlying Portfolios. Premium taxes may also be applicable. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS, WITHDRAWALS, and Pacific Select Fund Annual Expenses, in the Prospectus and see the Fund's SAI. 5 --------------------------------------------------------- YOUR INVESTMENT The chart in the Your Variable Investment Options OPTIONS is amended. section is amended to include the following:
PORTFOLIO INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO MAIN INVESTMENTS MANAGER Equity Income Current income. Equity securities of Putnam Investment Management, Inc. Capital growth is of large U.S. companies secondary importance. with a focus on income-producing securities believed to be undervalued by the market. Research Long-term growth of Equity securities of Putnam Investment Management, Inc. capital. large U.S. companies with potential for capital appreciation. Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. Current income is of large U.S. growth- secondary importance. oriented companies. Aggressive Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. small and medium-sized companies.
--------------------------------------------------------- The second sentence of the sub-section The Investment Adviser is revised to read: We and the Fund have retained other portfolio managers, supervised by us, for 31 of the Portfolios. 6 --------------------------------------------------------- PURCHASING YOUR The section Purchasing the Earnings Enhancement CONTRACT is Guarantee (EEG) Rider (Optional) is restated as amended. follows: Purchasing the Earnings Enhancement Guarantee (EEG) Rider (Optional) You may purchase the EEG Rider (subject to availability) on the Contract Date or on the first Contract Anniversary. For Contracts issued prior to May 1, 2001, you may purchase the EEG Rider on any Contract Anniversary through December 31, 2002. If you buy the EEG Rider within 30 days after the Contract Date or Contract Anniversary, we will make the effective date of the EEG Rider to coincide with that Contract Date or Contract Anniversary. The Earnings Enhancement Guarantee (EEG) Rider is also called the Guarantee Earnings Enhancement (GEE) Rider. You may purchase the EEG Rider only if the age of each Annuitant is 75 years or younger on the date of purchase. The date of purchase is the Effective Date of the Rider as shown in your Contract. Once purchased, the Rider will remain in effect until the earlier of: . the date a full withdrawal of the amount available for withdrawal is made under the Contract; . the date a death benefit becomes payable under the Contract; . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. The EEG Rider may not otherwise be cancelled. --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Purchasing the Guaranteed Protection Advantage Rider (Optional) You may purchase the optional Guaranteed Protection Advantage Rider (subject to availability) on the Contract Date or on any subsequent Contract Anniversary if: . the age of each Annuitant is 80 years or younger on the date of purchase; . the date of the purchase is at least 10 years prior to your selected Annuity Date; and . if you use an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you purchase the Guaranteed Protection Advantage Rider within 30 days after the Contract Date or a Contract Anniversary, the Rider will be effective on that Contract Date or Anniversary. If you purchase the Rider 30 days or more after the Contract Date or the Contract Anniversary, the Rider will be effective on the next Contract Anniversary. The date of purchase is the Effective Date of the Rider. The Rider will remain in effect, unless otherwise terminated, for a 10-year period (the "Term") beginning on the Effective Date of the Rider and, subject to certain limitations, each 10- year period thereafter. On the last day of a Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than a specified amount (the "Guaranteed Protection Amount"). The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings to the Contract. The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below: (a) is the Contract Value at the start of a Term; (b) is a percentage of each additional Purchase Payment, as determined from the table below, paid to the Contract during a Term; 7 (c) is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, to the Contract Value immediately prior to the withdrawal.
------------------------------------------------------------------ Contract Year Since Percentage of Purchase Payment Beginning of Current Term Added to Guaranteed Protection Amount ------------------------------------------------------------------ 1 through 4 100% 5 90% 6 85% 7 80% 8 through 10 75% ------------------------------------------------------------------
For purposes of determining the Contract Value at the start of the initial Term, if the Rider is purchased on the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Rider is purchased on a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary. For any subsequent Term, the Contract Value is equal to the Contract Value on the last day of the then prior Term. If, on the last day of a Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Guaranteed Protection Advantage Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the term is greater than the Guaranteed Protection Amount. On or before the end of the Term, you can elect to either terminate the Rider, or renew the Rider for another Term provided: . all Annuitant(s) are 80 years or younger at the start of each renewed Term; and . the new Term does not extend beyond your selected Annuity Date. We will contact you at least 30 days before the end of each Term. If we do not receive an election from you prior to the end of each Term, we will automatically renew the Rider for another Term, subject to the restrictions set forth above. If you elect to terminate the Rider, the termination will be effective the day immediately following the end of the Term. The Guaranteed Protection Advantage Rider will remain in effect until the earlier of: . the end of a Term, unless the Rider renews for another Term; or . the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested in an asset allocation program established and maintained by us for this Rider; or . the Contract Anniversary immediately following the date we receive notification from the Owner to terminate this Rider; or . the date a full withdrawal of the amount available for withdrawal is made under the Contract; or . the date of first death of an Owner or the date of death of the last surviving Annuitant; or . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. If the Owner dies during a Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue until the end of the Term. Subject to the terms of the Rider, the surviving spouse may renew the Rider for another Term, provided the surviving spouse is age 80 or younger at the start of the new Term and the new Term does not extend beyond the selected Annuity Date. 8 --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Information About Optional Riders and IRAs There are special considerations for purchases of any optional death benefit rider. As of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may generally not invest in life insurance contracts. We believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA. However, the law is unclear and it is possible that a Contract that has an optional death benefit rider and is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA could be disqualified and may result in increased taxes to the Owner. It is our understanding that the charges relating to the optional death benefit riders are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report the rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. --------------------------------------------------------- PURCHASING YOUR The sub-section Forms of Investment is replaced with CONTRACT--Making the following: Your Investments ("Purchase Forms of Investment Payments") is amended. Your initial and additional Investments may be sent by personal or bank check or by wire transfer. You may also make additional PAC Investments via electronic funds transfer. All checks must be drawn on U.S. funds. We reserve the right to reject: . cash; . credit card or checks drawn against a credit card account; . cashier's check, money orders or travelers checks in single denominations of less than $10,000; . cashier's checks, money orders, traveler's checks or personal checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank); . third party checks when there is not a clear connection of the third party to the underlying transaction; and . wires that originate from foreign banks. If you make Investments by check other than a cashier's check, your payment of any withdrawal proceeds and any refund during the "Right to Cancel" period may be delayed until your check has cleared. --------------------------------------------------------- CHARGES, FEES AND The CHARGES, FEES AND DEDUCTIONS section is amended by DEDUCTIONS is adding the following: amended. Annual Guaranteed Protection Charge (Optional Rider) If you purchase the Guaranteed Protection Advantage Rider, we will deduct a Guaranteed Protection Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the date you purchase the Rider, and if you terminate the Rider. The Guaranteed Protection Charge is equal to 0.10% multiplied by your Contract Value on the date the Charge is deducted. Any portion of the Guaranteed Protection Charge we deduct from the Fixed Options will not be greater than the annual interest credited in excess of 3%. If you make a full withdrawal during a Contract Year, we will deduct the entire Guaranteed Protection Charge for the Contract Year from the final payment made to you. 9 --------------------------------------------------------- FEDERAL TAX The sub-section Taxes Payable on Optional Riders is STATUS--Taxes replaced with the following: Payable by Contract Owners: General It is our understanding that the charges relating to Rules is amended. any optional death benefit rider (SDBR, or PDBR, and/or EEG) are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report any optional death benefit rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. Additionally, as of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may not invest in life insurance contracts. However, a Contract that is used as an IRA may provide for a death benefit that equals the greater of the Purchase Payments made and the Contract Value. The Contract offers various optional death benefits riders that, when combined with the Contract, may exceed the death benefit allowable under IRS Regulations. Although, we believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA, the law is unclear. It is possible that the IRS may disqualify the Contract if it is issued with an optional death benefit rider, which may result in certain deemed distributions, increases in taxes, or, possibly, tax penalties. You should consult with a qualified tax advisor before deciding to purchase any optional death benefit rider in connection with any IRA Contract. --------------------------------------------------------- THE GENERAL The sub-section Fixed Option is amended to include the ACCOUNT-- following: Withdrawals and Transfers is We currently waive the restrictions that limits amended. transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also currently waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. Our current procedure is to process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. during the period May 1, 2001, through December 31, 2001, you may not make more than 15 transfers among Investment Options; and beginning January 1, 2002, transfers are limited to 25 for each calendar year. We reserve the right to discontinue this waiver program at any time. Transfers from the Fixed Option under the DCA program are also currently subject to a minimum duration of six months. Form No. PVSUP102 Supplement dated December 29, 2001 to Prospectus dated September 1, 2001 for the Pacific Value for Prudential Securities, a variable annuity contract issued by Pacific Life Insurance Company 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. This supplement changes the Prospectus to reflect the following, and restates information contained in a Supplement dated October 12, 2001: --------------------------------------------------------- The portfolio Putnam Investment Management, Inc. manages the manager for the Aggressive Equity Portfolio. Aggressive Equity Portfolio has changed. --------------------------------------------------------- The Equity Income Effective January 1, 2002, the name of the Equity variable investment Income Variable Investment Option will be changed to option will change the Large-Cap Core Variable Investment Option. its name. This will reflect a change in name of the underlying Equity Income Portfolio managed by J.P. Morgan Investment Management, Inc. Any reference to the Equity Income Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Supplement will be revised to be the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option. --------------------------------------------------------- Two new Variable Effective January 1, 2002, two new Variable Investment Investment Options Options will be available and will be added to the list will be available. on page 1 of the Prospectus: Equity Income Research References to the 31 Variable Investment Options throughout the Prospectus will be revised to be 33 Variable Investment Options. --------------------------------------------------------- An OVERVIEW OF The Pacific Select Fund Annual Expenses-Other Expenses PACIFIC VALUE FOR is replaced: PRUDENTIAL SECURITIES is The table below shows the advisory fee and Fund amended. expenses as an annual percentage of each Portfolio's average daily net assets, based on the year 2000 unless otherwise noted. To help limit Fund expenses, effective July 1, 2000 Pacific Life contractually agreed to waive all or part of its 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 Pacific Life to the extent such expenses fall below the 0.10% expense cap. For each Portfolio, Pacific Life's right to repayment is limited to amounts waived and/or reimbursed that exceed the new 0.10% expense cap. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the Portfolio, but not above the 0.10% expense cap. There is no guarantee that Pacific Life will continue to cap expenses after December 31, 2002. In 2000, Pacific Life reimbursed approximately $13,202 to the I-Net Tollkeeper Portfolio, $36,311 to the Strategic Value Portfolio, $34,134 to the Focused 30 Portfolio and $27,505 to the Small-Cap Index Portfolio.
-------------------------------------------------------------------------------------- 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 Blue Chip/1/ 0.95 0.06 -- 1.01 -- 1.01 Aggressive Growth/1/ 1.00 0.06 -- 1.06 -- 1.06 Emerging Markets/2/ 1.10 0.21 -- 1.31 -- 1.31 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 I-Net Tollkeeper/2/,/3/ 1.40 0.13 -- 1.53 (0.02) 1.51 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 Large-Cap Core/2/ 0.65 0.04 0.01 0.70 -- 0.70 (formerly Equity Income) Strategic Value 0.95 0.49 -- 1.44 (0.39) 1.05 Growth LT 0.75 0.04 -- 0.79 -- 0.79 Focused 30 0.95 0.42 -- 1.37 (0.32) 1.05 Mid-Cap Value/2/ 0.85 0.03 0.10 0.98 -- 0.98 International Value 0.85 0.11 -- 0.96 -- 0.96 Capital Opportunities/1/ 0.80 0.06 -- 0.86 -- 0.86 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 0.04 -- 1.14 -- 1.14 Inflation Managed/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/2/ 0.60 0.05 -- 0.65 -- 0.65 Equity Income/1/ 0.95 0.15 -- 1.10 (0.05) 1.05 Research/1/ 1.00 0.12 -- 1.12 (0.02) 1.10 Aggressive Equity/2/ 0.80 0.04 0.02 0.86 -- 0.86 --------------------------------------------------------------------------------------
/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: 1.30% for Emerging Markets Portfolio, 0.98% for Diversified Research Portfolio, 0.69% for Small-Cap Equity Portfolio, 1.60% for I-Net Tollkeeper Portfolio, 0.69% for Large-Cap Core Portfolio, 0.88% for Mid-Cap Value Portfolio, 0.60% for Small-Cap Index Portfolio, 0.62% for Inflation Managed Portfolio, 0.64% for Managed Bond Portfolio, 0.64% for High Yield Bond Portfolio and 0.84% for Aggressive Equity Portfolio. /3/ Effective January 1, 2002, the advisory fee is reduced to the annual rate of 1.40% of average daily net assets. + 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 --------------------------------------------------------- The Examples section of the Prospectus is replaced with the following: The following table shows the expenses you would pay on each $1,000 you invested if, at the end of each period, you: annuitized your Contract; surrendered your Contract and withdrew the Contract Value, or did not annuitize or surrender, but left the money in your Contract. These examples assume the following: . the Variable Investment Options have an annual return of 5%; . our current program to reimburse to Pacific Select Fund Portfolio expenses in excess of the 0.10% expense cap as described in Pacific Select Fund Annual Expenses will continue for at least 10 years. . Prudential Investments Fund Management LLC's (PIFM) current program to subsidize the Prudential Series Fund expenses as described in The Prudential Series Fund Annual Expenses will continue for at least 10 years. PIFM did this voluntarily, but has not guaranteed that it will continue. These examples do not show past or future expenses. Your actual expenses in any year may be more or less than those shown here. 3
--------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) 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 --------------------------------------------------------------------------------- Blue Chip without any Rider 87 75 128 274 87 138 173 274 24 75 128 274 with Riders 96 102 173 361 96 165 218 361 33 102 173 361 --------------------------------------------------------------------------------- Aggressive Growth without any Rider 88 77 131 279 88 140 176 279 25 77 131 279 with Riders 97 103 175 365 97 166 220 365 34 103 175 365 --------------------------------------------------------------------------------- Emerging Markets without any Rider 90 84 143 303 90 147 188 303 27 84 143 303 with Riders 99 110 187 386 99 173 232 386 36 110 187 386 --------------------------------------------------------------------------------- Diversified Research without any Rider 87 74 127 271 87 137 172 271 24 74 127 271 with Riders 96 101 171 358 96 164 216 358 33 101 171 358 --------------------------------------------------------------------------------- Small-Cap Equity without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 93 93 157 331 93 156 202 331 30 93 157 331 --------------------------------------------------------------------------------- International Large-Cap without any Rider 89 80 136 290 89 143 181 290 26 80 136 290 with Riders 98 107 181 375 98 170 226 375 35 107 181 375 --------------------------------------------------------------------------------- I-Net Tollkeeper without any Rider 92 90 153 323 92 153 198 323 29 90 153 323 with Riders 102 120 201 413 102 183 246 413 39 120 201 413 --------------------------------------------------------------------------------- Financial Services without any Rider 89 81 138 293 89 144 183 293 26 81 138 293 with Riders 98 108 182 378 98 171 227 378 35 108 182 378 --------------------------------------------------------------------------------- Health Sciences without any Rider 89 81 138 293 89 144 183 293 26 81 138 293 with Riders 98 108 182 378 98 171 227 378 35 108 182 378 --------------------------------------------------------------------------------- Technology without any Rider 89 80 137 291 89 143 182 291 26 80 137 291 with Riders 98 107 181 376 98 170 226 376 35 107 181 376 --------------------------------------------------------------------------------- Telecommunications without any Rider 89 80 137 291 89 143 182 291 26 80 137 291 with Riders 98 107 181 376 98 170 226 376 35 107 181 376 --------------------------------------------------------------------------------- Multi-Strategy without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 93 93 157 331 93 156 202 331 30 93 157 331 --------------------------------------------------------------------------------- Large-Cap Core (formerly called Equity Income) without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 93 93 157 331 93 156 202 331 30 93 157 331 --------------------------------------------------------------------------------- Strategic Value without any Rider 88 76 130 278 88 139 175 278 25 76 130 278 with Riders 97 103 175 364 97 166 220 364 34 103 175 364 --------------------------------------------------------------------------------- Growth LT without any Rider 85 68 117 252 85 131 162 252 22 68 117 252 with Riders 94 96 162 340 94 159 207 340 31 96 162 340 --------------------------------------------------------------------------------- Focused 30 without any Rider 88 76 130 278 88 139 175 278 25 76 130 278 with Riders 97 103 175 364 97 166 220 364 34 103 175 364 --------------------------------------------------------------------------------- Mid-Cap Value without any Rider 88 71 122 261 88 134 167 261 25 71 122 261 with Riders 97 98 167 349 97 161 212 349 34 98 167 349 --------------------------------------------------------------------------------- International Value without any Rider 87 74 126 269 87 137 171 269 24 74 126 269 with Riders 96 101 170 356 96 164 215 356 33 101 170 356 --------------------------------------------------------------------------------- Capital Opportunities without any Rider 86 71 121 259 86 134 166 259 23 71 121 259 with Riders 95 98 166 347 95 161 211 347 32 98 166 347 --------------------------------------------------------------------------------- Mid-Cap Growth without any Rider 87 74 126 269 87 137 171 269 24 74 126 269 with Riders 96 101 170 356 96 164 215 356 33 101 170 356 ---------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------- Global Growth without any Rider 90 83 142 302 90 146 187 302 27 83 142 302 with Riders 99 110 186 386 99 173 231 386 36 110 186 386 --------------------------------------------------------------------------------- Equity Index without any Rider 80 53 92 199 80 116 137 199 17 53 92 199 with Riders 89 81 138 293 89 144 183 293 26 81 138 293 --------------------------------------------------------------------------------- Small-Cap Index without any Rider 83 63 108 232 83 126 153 232 20 63 108 232 with Riders 92 90 153 323 92 153 198 323 29 90 153 323 --------------------------------------------------------------------------------- REIT without any Rider 89 79 135 287 89 142 180 287 26 79 135 287 with Riders 98 106 179 372 98 169 224 372 35 106 179 372 --------------------------------------------------------------------------------- Inflation Managed (formerly called Government Securities) without any Rider 83 63 109 234 83 126 154 234 20 63 109 234 with Riders 93 91 154 324 93 154 199 324 30 91 154 324 --------------------------------------------------------------------------------- Managed Bond without any Rider 84 64 110 236 84 127 155 236 21 64 110 236 with Riders 93 91 155 326 93 154 200 326 30 91 155 326 --------------------------------------------------------------------------------- Money Market without any Rider 81 56 96 209 81 119 141 209 18 56 96 209 with Riders 90 83 142 301 90 146 187 301 27 83 142 301 --------------------------------------------------------------------------------- High Yield Bond without any Rider 84 64 110 237 84 127 155 237 21 64 110 237 with Riders 93 91 155 327 93 154 200 327 30 91 155 327 --------------------------------------------------------------------------------- Equity Income without any Rider 88 76 130 278 88 139 175 278 25 76 130 278 with Riders 97 103 175 364 97 166 220 364 34 103 175 364 --------------------------------------------------------------------------------- Research without any Rider 88 78 133 283 88 141 178 283 25 78 133 283 with Riders 97 105 177 369 97 168 222 369 34 105 177 369 --------------------------------------------------------------------------------- Equity without any Rider 84 65 112 242 84 128 157 242 21 65 112 242 with Riders 93 93 157 331 93 156 202 331 30 93 157 331 --------------------------------------------------------------------------------- Aggressive Equity without any Rider 86 70 120 257 86 133 165 257 23 70 120 257 with Riders 95 97 165 345 95 160 210 345 32 97 165 345 --------------------------------------------------------------------------------- Large-Cap Value without any Rider 86 72 123 263 86 135 168 263 23 72 123 263 with Riders 95 99 168 351 95 162 213 351 32 99 168 351 --------------------------------------------------------------------------------- Prudential Jennison without any Rider 88 76 130 277 88 139 175 277 25 76 130 277 with Riders 97 103 174 363 97 166 219 363 34 103 174 363 --------------------------------------------------------------------------------- Value without any Rider 86 70 120 258 86 133 165 258 23 70 120 258 with Riders 95 97 165 346 95 160 210 346 32 97 165 346 --------------------------------------------------------------------------------- SP Jennison International Growth without any Rider 94 94 159 335 94 157 204 335 31 94 159 335 with Riders 103 120 203 416 103 183 248 416 40 120 203 416 --------------------------------------------------------------------------------- SP Prudential U.S. Emerging Growth without any Rider 90 84 143 304 90 147 188 303 27 84 143 303 with Riders 99 110 187 386 99 173 232 386 36 110 187 386 ---------------------------------------------------------------------------------
The purpose of the preceding table is to help you understand the various costs and expenses that you may bear directly or indirectly. The table reflects expenses of the Separate Account as well as those of the underlying Portfolios. Premium taxes may also be applicable. For more information on fees and expenses, see THE CONTRACT, CHARGES AND DEDUCTIONS, and Pacific Select Fund Annual Expenses, in the Prospectus and see the Fund's SAI. 5 --------------------------------------------------------- YOUR INVESTMENT The chart in the Your Variable Investment Options OPTIONS is amended. section is amended to include the following:
PACIFIC SELECT FUND INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO PORTFOLIO MAIN INVESTMENTS MANAGER Equity Income Current income. Equity securities of Putnam Investment Management, Inc. Capital growth is of large U.S. companies secondary importance. with a focus on income-producing securities believed to be undervalued by the market. Research Long-term growth of Equity securities of Putnam Investment Management, Inc. capital. large U.S. companies with potential for capital appreciation. Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. Current income is of large U.S. growth- secondary importance. oriented companies. Aggressive Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. small and medium-sized companies.
6 --------------------------------------------------------- PURCHASING YOUR The sub-section Forms of Investment is replaced with CONTRACT--Making the following: Your Investments ("Purchase Forms of Investment Payments") is amended. Your initial and additional Investments may be sent by personal or bank check or by wire transfer. You may also make additional PAC Investments via electronic funds transfer. All checks must be drawn on U.S. funds. We reserve the right to reject: . cash; . credit card or checks drawn against a credit card account; . cashier's check, money orders or travelers checks in single denominations of less than $10,000; . cashier's checks, money orders, traveler's checks or personal checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank); . third party checks when there is not a clear connection of the third party to the underlying transaction; and . wires that originate from foreign banks. If you make Investments by check other than a cashier's check, your payment of any withdrawal proceeds and any refund during the "Free Look" period may be delayed until your check has cleared. --------------------------------------------------------- FEDERAL TAX The sub-section Taxes Payable on Optional Riders is STATUS--Taxes replaced with the following: Payable by Contract Owners: General It is our understanding that the charges relating to Rules is amended. any optional death benefit rider (SDBR, or PDBR, and/or EEG) are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report any optional death benefit rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. Additionally, as of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may not invest in life insurance contracts. However, a Contract that is used as an IRA may provide for a death benefit that equals the greater of the Purchase Payments made and the Contract Value. The Contract offers various optional death benefits riders that, when combined with the Contract, may exceed the death benefit allowable under IRS Regulations. Although, we believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA, the law is unclear. It is possible that the IRS may disqualify the Contract if it is issued with an optional death benefit rider, which may result in certain deemed distributions, increases in taxes, or, possibly, tax penalties. You should consult with a qualified tax advisor before deciding to purchase any optional death benefit rider in connection with any IRA Contract. 7 --------------------------------------------------------- THE GENERAL The sub-section Fixed Option is amended to include the ACCOUNT-- following: Withdrawals and Transfers is We currently waive the restrictions that limits amended. transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also currently waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. Our current procedure is to process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. as of the date of the Prospectus and continuing through December 31, 2001, you may not make more than 15 transfers among Investment Options; and beginning January 1, 2002, transfers are limited to 25 for each calendar year. We reserve the right to discontinue this waiver program at any time. Transfers from the Fixed Option under the DCA program are also currently subject to a minimum duration of six months. Form No. PUPSUP102 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, 2000 which are incorporated by reference from the 2000 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, 2000 and 1999, and for the three year period ending December 31, 2000, 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./1/ II-1 2. Not applicable 3. (a) Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc. (PSD)/1/ (b) Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers/1/ 4. (a) Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form PV9808)/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 R95-457)/1/ (e) Individual Retirement Annuity Rider (Form No. 20-13900)/6/ (f) Roth Individual Retirement Annuity Rider (Form R-RIR A 198)/1/ (g) Simple Individual Retirement Annuity Rider (Form No. 20-13400)/6/ (h) Stepped-Up Death Benefit Rider (Form R9808.SDB)/1/ (i) Premier Death Benefit Rider (Form R9808.PDB)/1/ (j) Guaranteed Income Advantage Rider (Form 23-111499)/3/ (k) Guaranteed Earnings Enhancement (GEE) Rider (Form No. 20-14900)/7/ (l) Form of Guaranteed Protection Advantage Rider (Form No. 20-16200) 5. (a) 1. Variable Annuity Application for Pacific Value (Form No. 25-12510)/6/ 2. Form of Variable Annuity Application for Pacific Value for Prudential Securities/9/ (b) Variable Annuity PAC APP/1/ (c) Application/Confirmation Form/4/ (d) Form of Guaranteed Earnings Enhancement (GEE) Rider Request Application/7/ (e) Form of Guaranteed Protection Advantage Rider Request Form (Form No. 55-16600) 6. (a) Pacific Life's Articles of Incorporation/1/ (b) By-laws of Pacific Life/1/ 7. Not applicable 8. (a) Pacific Select Fund Participation Agreement/8/ (b) Addendum to Pacific Select Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios)/8/ (c) Addendum to Pacific Select Fund Participation Agreement (to add nine new Portfolios)/8/ (d) Form of The Prudential Series Fund, Inc. Participation Agreement/9/ (e) Form of Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios) 9. Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered./1/ II-2 10. Independent Auditors' Consent (a) Pacific Value/8/ (b) Pacific Value for Prudential Securities/9/ 11. Not applicable 12. Not applicable 13. Performance Calculations (a) Pacific Value/8/ (1) With 3% Credit Enhancement (2) With 4% Credit Enhancement (b) Pacific Value for Prudential Securities/9/ (1) With 3% Credit Enhancement (2) With 4% Credit Enhancement 14. Not applicable 15. Powers of Attorney/4/ 16. Not applicable Exhibit II-3 ------------ /1/ Included in Registrant's Form Type N-4/A, File No. 333-60833, Accession No. 0001017062-98-001683, filed on August 6, 1998 and incorporated by reference herein. /2/ Included in Registrant's Form Type N-4, File No. 333-60833, Accession No. 0001017062-99-000757, filed on April 29, 1999, and incorporated by reference herein. /3/ Included in Registrant's Form Type 497, File No. 333-60833, Accession No. 0001017062-99-001498, filed on August 17, 1999, and incorporated by reference herein. /4/ Included in Registrant's Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-000578, filed on February 29, 2000, and incorporated by reference herein. /5/ Included in Registrant's Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-000954, filed on April 21, 2000, and incorporated by reference herein. /6/ Included in Registrant's Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-002449, filed on December 7, 2000, and incorporated by reference herein. /7/ Included in Registrant's Form N-4/A, File No. 333-60833, Accession No. 0001017062-01-000458, filed on March 2, 2001, and incorporated by reference herein. /8/ Included in Registrant's Form N-4/B, File No. 333-60833, Accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein. /9/ Included in Registrant's Form N-4/A, File No. 333-60833, Accession No. 0001017062-01-500473, filed on June 15, 2001, 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, Executive 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 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, 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 (an Arizona Stock Life Insurance Company), Pacific Select Distributors, Inc., and World-Wide Holdings Limited (a United Kingdom Corporation). Pacific Life also has a 50% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company). 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 owns PMRealty Advisors Inc. and Pacific Financial Products Inc. (a Delaware Corporation) and has a non-managing membership interest in Allianz-PacLife Partners LLC ( a Delaware Limited Liability Company), Pacific Financial Products, Inc. and Allianz-PacLife Partners LLC own the Class E units of PIMCO Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc. include: Associated Financial Group, Inc. along with its subsidiary Associated Securities Corporation; 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 Item 27. Number of Contractholders -- Pacific Value Approximately 34,600 Qualified 25,174 Non-Qualified Number of Contractholders -- Pacific Value for Prudential Securities Approximately 0 Qualified 0 Non-Qualified Item 28. Indemnification (a) The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) 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 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 II-5 any such loss, liability, damage, or claim. (b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) 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 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 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 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, Pacific Life and Annuity Pacific Select Exec Separate Account, Pacific Life and Annuity Separate Account A, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, 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. II-7 Additional Representations (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 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 (a)(1) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 12 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 25th day of October, 2001. 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. 12 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature Title Date _______________________ Director, Chairman of the Board October 25, 2001 Thomas C. Sutton* and Chief Executive Officer _______________________ Director and President October 25, 2001 Glenn S. Schafer* _______________________ Director, Executive Vice President October 25, 2001 Khanh T. Tran* and Chief Financial Officer _______________________ Director, Senior Vice President October 25, 2001 David R. Carmichael* and General Counsel _______________________ Director, Vice President and October 25, 2001 Audrey L. Milfs* Corporate Secretary _______________________ Vice President and Controller October 25, 2001 Edward R. Byrd* _______________________ Vice President and Treasurer October 25, 2001 Brian D. Klemens* _______________________ Executive Vice President October 25, 2001 Gerald W. Robinson* /s/ SHARON A. CHEEVER *By: _____________________________ October 25, 2001 Sharon A. Cheever as attorney-in-fact
(Powers of Attorney are contained in Post-Effective Amendment No. 3 of the Registration Statement filed on February 29, 2000 on Form N-4 for Separate Account A, File No. 333-60833, Accession No. 0001017062-00-000578, as Exhibit 15.)