<PAGE>
FILE NOS. 333-09965
811-7767
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Abigail M. Armstrong, Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
__X__ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
_____ on (date) pursuant to paragraph (a) (1) of Rule 485
_____ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1997 was filed on or
before March 30, 1998.
<PAGE>
This Post-Effective Amendment No. 3 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Prospectus of Separate
Account KG of Allmerica Financial Life Insurance and Annuity Company dated May
1, 1998 and to generally update corporate information for the Company and the
Registrant in Part C. All other pertinent information regarding this
Registration Statement, including the Prospectus and Statement of Additional
Information was previously filed in Registrant's Post-Effective Amendment
No. 2 on April 30, 1998 and is incorporated by reference herein.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
1 ................. Cover Page
2 ................. Special Terms
3 ................. Summary; Annual and Transaction Expenses
4 ................. Condensed Financial Information; Performance Information
5 ................. Description of the Company, the Variable Account, Investors
Fund Series and Scudder Variable Life Insurance Fund
6 ................. Charges and Deductions
7 ................. Description of the Contract
8 ................. Electing the Form of Annuity and the Annuity Date;
Description of Variable Annuity Option; Annuity Benefit
Payments
9 ................. Death Benefit
10 ................ Payments; Computation of Values; Distribution
11 ................ Surrender; Withdrawals; Charge for Surrender and
Withdrawal; Withdrawal Without Surrender Charge; Texas
Optional Retirement Program
12 ................ Federal Tax Considerations
13 ................ Legal Matters
14 ................ Statement of Additional Information - Table of Contents
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ----------------- ----------------------------------------------
15 ................ Cover Page
16 ................ Table of Contents
17 ................ General Information and History
18 ................ Services
19 ................ Underwriters
20 ................ Underwriters
<PAGE>
21 ................ Performance Information
22 ................ Annuity Benefit Payments
23 ................ Financial Statements
<PAGE>
SEPARATE ACCOUNT KG
KEMPER GATEWAY ELITE
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998
***
Effective December 29, 1998, an optional Minimum Guaranteed Annuity Payout
Rider will be available under the Contract.* The following information
supplements the corresponding sections of the Prospectus. Please consult the
Prospectus for the full text of each supplemented section.
*Please note, the Minimum Guaranteed Annuity Payout Rider is not available in
all states.
Under "5. Expenses" on page P-3 of the Profile, the following is inserted at
the end of the first paragraph:
In addition, if you elect an optional Minimum Guaranteed Annuity Payout
Rider, we will deduct a charge against the accumulated value of your
contract at an annual rate of 0.25% for a rider with a ten-year waiting
period and at an annual rate of 0.15% for a rider with a fifteen-year
waiting period.
Under "5. Expenses" on page P-4 of the Profile, the following is inserted at
the end of the second paragraph:
The following chart does not reflect the optional Minimum Guaranteed
Annuity Payout Rider which, if elected, would increase expenses.
Under "8. Performance" on page P-6 of the Profile, the following is inserted at
the end of the sentence at the top of the page:
The following chart does not reflect the optional Minimum Guaranteed
Annuity Payout Rider which, if elected, would reduce performance.
Under "10. Other Information" on page P-7 of the Profile, the following is
inserted above "Free Look Period:"
OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT RIDER: This optional rider
is available for a separate monthly charge. This rider guarantees you a
minimum amount of fixed annuity lifetime income during the annuity
payout phase, subject to certain conditions. On each contract
anniversary a minimum guaranteed annuity payout benefit base is
determined. This minimum guaranteed annuity payout benefit base is the
value that will be annuitized should you exercise the rider.
Annuitization under this rider will occur at the guaranteed annuity
purchase rates listed under the Annuity Option Tables in your Contract.
The minimum guaranteed annuity payout benefit base is equal to the
greatest of:
(a) the accumulated value increased by any positive market value
adjustment (the "accumulated value"); or
(b) accumulated value on the effective date of the rider compounded daily
at an annual rate of 5% plus gross payments made thereafter
compounded daily at an annual rate of 5%, starting on the date each
payment is applied, decreased proportionately to reflect withdrawals;
or
(c) the highest accumulated value of all contract anniversaries since the
rider effective date, as determined after the accumulated value of
each contract anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.
In the Table of Contents on page 4 of the Prospectus, the following is changed:
Under DESCRIPTION OF THE CONTRACT:
"M. Optional Minimum Guaranteed Annuity Payout Rider" is added
"M. NORRIS Decision" is changed to "N. NORRIS Decision"
"N. Computation of Values" is changed to "O. Computation of Values"
<PAGE>
Under CHARGES AND DEDUCTIONS:
"C. Optional Minimum Guaranteed Annuity Payout Rider Charge" is added
"C. Premium Taxes" is changed to "D. Premium Taxes"
"D. Contingent Deferred Sales Charge" is changed to "E. Contingent
Deferred Sales Charge"
"E. Transfer Charge" is changed to "F. Transfer Charge"
In the Summary on page 9 of the Prospectus, the following is added to the end
of the section entitled "What Happens In the Annuity Payout Phase?":
An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. See "M. Optional Minimum Guaranteed Annuity
Payout Rider" under "DESCRIPTION OF THE CONTRACT." If elected, the
rider guarantees the Annuitant a minimum amount of fixed annuity
lifetime income during the annuity payout phase, subject to certain
conditions. On each Contract anniversary a Minimum Guaranteed Annuity
Payout Benefit Base is determined. The Minimum Guaranteed Annuity Payout
Benefit Base is the value that will be annuitized should you exercise
the Rider. Annuitization under this Rider will occur at the guaranteed
annuity purchase rates listed under the Annuity Option Tables in your
Contract. The Minimum Guaranteed Annuity Payout Benefit Base is equal
to the greatest of:
(a) the Accumulated Value increased by any positive Market Value
Adjustment (the "Accumulated Value"); or
(b) Accumulated Value on the effective date of the Rider compounded daily
at an annual rate of 5% plus gross payments made thereafter
compounded daily at an annual rate of 5%, starting on the date each
payment is applied, decreased proportionately to reflect withdrawals;
or
(c) the highest Accumulated Value of all Contract anniversaries since the
Rider effective date, as determined after the Accumulated Value of
each Contract anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.
For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value determined
immediately prior to the withdrawal by the following fraction:
amount of the withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal.
In the Summary on page 13 of the Prospectus, the following is added between the
fifth and sixth paragraphs of the section entitled "What Charges Will I Incur
Under My Contract?":
Subject to state availability, the Company offers the following Rider
that may be elected by the Owner. A separate monthly charge is made for
the Rider which is deducted from the Accumulated Value at the end of
each month within which the Rider has been in effect. The applicable
charge is assessed by multiplying the Accumulated Value on the last day
of each month and on the date the Rider is terminated by 1/12th of the
following annual percentage rates:
<TABLE>
<S> <C>
Minimum Guaranteed Annuity Payout Rider with a ten-year waiting period..........0.25%
Minimum Guaranteed Annuity Payout Rider with a fifteen-year waiting period......0.15%
</TABLE>
For a description of this Rider, see "C. Optional Minimum Guaranteed
Annuity Payout Rider Charge" under "CHARGES AND DEDUCTIONS," and "M.
Optional Minimum Guaranteed Annuity Payout Rider" under "DESCRIPTION OF
THE CONTRACT."
Under "ANNUAL AND TRANSACTION EXPENSES" on page 15 of the Prospectus, after
"Contract Fee," the following is inserted:
<TABLE>
<S> <C>
OPTIONAL RIDER CHARGES:
(on an annual basis as a percentage of Accumulated Value)
Optional Minimum Guaranteed Annuity Payout Rider with a ten-year waiting period: 0.25%*
Optional Minimum Guaranteed Annuity Payout Rider with a fifteen-year waiting period: 0.15%*
</TABLE>
<PAGE>
Under "ANNUAL AND TRANSACTION EXPENSES" on page 15 of the Prospectus, below
"Total Asset Charge," the following is inserted:
*if the rider is elected, this annual charge is deducted on a monthly
basis at the end of each month within which the rider was in effect.
Under "ANNUAL AND TRANSACTION EXPENSES" on page 18 of the Prospectus, table (1)
is renamed table (1)(a) and the following table is inserted following table
(1)(a):
(1)(b) If, at the end of the applicable time period, you surrender the
Contract or annuitize* under a commutable period certain option or a
non-commutable period certain option of less than ten years, you would
pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets and election of a Minimum Guaranteed Annuity Payout
Rider(1) with a ten-year waiting period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper-Dreman Financial Services $88 $128 $169 $298
Kemper Small Cap Growth $85 $120 $155 $270
Kemper Small Cap Value $86 $124 $162 $283
Kemper-Dreman High Return Equity $87 $124 $163 $286
Kemper International $87 $126 $165 $290
Kemper International Growth and Income $89 $132 $175 $310
Kemper Global Blue Chip $93 $144 $196 $352
Kemper Growth $84 $118 $152 $264
Kemper Contrarian $86 $122 $160 $279
Kemper Blue Chip $87 $127 $167 $294
Kemper Value + Growth $86 $124 $162 $283
Kemper Horizon 20+ $87 $126 $166 $292
Kemper Total Return $84 $117 $150 $259
Kemper Horizon 10+ $86 $123 $161 $282
Kemper High Yield $84 $118 $152 $264
Kemper Horizon 5 $87 $127 $168 $296
Kemper Global Income $88 $130 $172 $304
Kemper Investment Grade Bond $86 $122 $160 $279
Kemper Government Securities $84 $118 $152 $263
Kemper Money market $84 $115 $148 $254
Scudder VLIF International $88 $128 $169 $299
Scudder VLIF Global Discovery $92 $142 $193 $346
Scudder VLIF Capital Growth $83 $114 $146 $250
Scudder VLIF Growth and Income $84 $116 $149 $257
</TABLE>
Under "ANNUAL AND TRANSACTION EXPENSES" on page 19 of the Prospectus, table (2)
is renamed table (2)(a) and the following table is inserted following table
(2)(a):
(2)(b) If, at the end of the applicable time period, you annuitize*
under a life option or a non-commutable period certain option of ten
years or longer, or if you do not surrender or annuitize the Contract,
you would pay the following expenses on a $1,000 investment, assuming an
annual 5% return on assets and election of a Minimum Guaranteed Annuity
Payout Rider(1) with a ten-year waiting period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper-Dreman Financial Services $27 $82 $140 $298
Kemper Small Cap Growth $24 $74 $126 $270
Kemper Small Cap Value $25 $78 $133 $283
Kemper-Dreman High Return Equity $26 $79 $134 $286
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Kemper International $26 $80 $136 $290
Kemper International Growth and Income $28 $86 $147 $310
Kemper Global Blue Chip $33 $99 $168 $352
Kemper Growth $23 $72 $123 $264
Kemper Contrarian $25 $77 $131 $279
Kemper Blue Chip $26 $81 $138 $294
Kemper Value + Growth $25 $78 $133 $283
Kemper Horizon 20+ $26 $80 $137 $292
Kemper Total Return $23 $71 $121 $259
Kemper Horizon 10+ $25 $77 $132 $282
Kemper High Yield $23 $72 $123 $264
Kemper Horizon 5 $27 $82 $139 $296
Kemper Global Income $27 $84 $143 $304
Kemper Investment Grade Bond $25 $77 $131 $279
Kemper Government Securities $23 $72 $123 $263
Kemper Money market $22 $69 $118 $254
Scudder VLIF International $27 $83 $141 $299
Scudder VLIF Global Discovery $32 $97 $165 $346
Scudder VLIF Capital Growth $22 $68 $116 $250
Scudder VLIF Growth and Income $23 $70 $120 $257
</TABLE>
(1) If the Minimum Guaranteed Annuity Payout Rider is exercised, you may
only annuitize under a fixed annuity payout option involving a life
contingency at the guaranteed annuity purchase rates listed under the
Annuity Option Tables in your Contract.
Under "PERFORMANCE INFORMATION" on page 24 of the Prospectus, between the
second and third sentences of the paragraph at the top of the page, the
following is inserted:
The calculation is not adjusted to reflect the deduction of a Minimum
Guaranteed Annuity Payout Rider charge.
Under "PERFORMANCE INFORMATION" on page 25 of the Prospectus, at the end of the
sentence at the top of the page, the following is inserted:
In addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Contract
features.
Under "J. Electing the Form of Annuity and the Annuity Date" on page 45 of
the Prospectus, the following is inserted above "K. Description of Variable
Annuity Payout Options:"
If the Owner exercises the Minimum Guaranteed Annuity Payout Rider,
annuity benefit payments must be made under a fixed annuity payout option
involving a life contingency and must occur at the guaranteed annuity
purchase rates listed under the Annuity Option Tables in the Contract.
Under "L. Annuity Benefit Payments" on page 48 of the Prospectus, the following
is inserted above "M. NORRIS Decision:"
If the Owner elects the Minimum Guaranteed Annuity Payout Rider, at
annuitization the income provided under the Contract by applying the
Accumulated Value to the current annuity factors is compared to the
income provided under the Rider by applying the Minimum Guaranteed
Annuity Payout Benefit Base to the guaranteed annuity factors. If
annuity benefit payments under the Rider are higher, the Owner may
exercise the Rider. If annuity benefit payments under the Rider are
lower, the Owner may choose not to exercise the Rider and instead
annuitize under current annuity factors. See "M. Optional Minimum
Guaranteed Annuity Payout Rider" below.
<PAGE>
On pages 48 and 49 of the Prospectus, "M. NORRIS Decision" is renamed "N.
NORRIS Decision," "N. Computation of Values" is renamed "O. Computation of
Values" and the following is inserted:
M. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT RIDER
An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. The Minimum Guaranteed Annuity Payout Rider
guarantees a minimum amount of fixed annuity lifetime income during the
annuity payout phase, subject to the conditions described below. On
each Contract anniversary a Minimum Guaranteed Annuity Payout Benefit
Base is determined. The Minimum Guaranteed Annuity Payout Benefit Base
is the value that will be annuitized if the Rider is exercised.
Annuitization under this Rider will occur at the guaranteed annuity
purchase rates listed under the Annuity Option Tables in the Contract.
The Minimum Guaranteed Annuity Payout Benefit Base is equal to the
greatest of:
(a) the Accumulated Value increased by any positive Market Value
Adjustment (the "Accumulated Value"); or
(b) Accumulated Value on the effective date of the Rider compounded daily
at an annual rate of 5% plus gross payments made thereafter
compounded daily at an annual rate of 5%, starting on the date each
payment is applied, decreased proportionately to reflect withdrawals;
or
(c) the highest Accumulated Value of all Contract anniversaries since the
Rider effective date, as determined after the Accumulated Value of
each Contract anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.
For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value determined
immediately prior to the withdrawal by the following fraction:
amount of the withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal
CONDITIONS OF ELECTION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.
-The Owner may elect the Minimum Guaranteed Annuity Payout Rider at
Contract issue or at any time thereafter, however, if the Rider is not
elected within thirty days after Contract issue or within thirty days
after a Contract anniversary date, the effective date of the Rider will
be the following Contract anniversary date.
-The Owner may not elect a Rider with a ten-year waiting period if at the
time of election the Annuitant has reached his or her 78th birthday. The
Owner may not elect a Rider with a fifteen-year waiting period if at the
time of election the Annuitant has reached his or her 73rd birthday.
CONDITIONS OF EXERCISE OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.
-The Owner may only exercise the Minimum Guaranteed Annuity Payout Rider
within thirty days after any Contract anniversary following the
expiration of a ten or fifteen-year waiting period from the effective
date of the Rider.
-The Owner may only annuitize under a fixed annuity payout option
involving a life contingency as provided under "K. Description of Variable
Annuity Payout Options."
-The Owner may only annuitize at the guaranteed annuity purchase rates
listed under the Annuity Option Tables in the Contract.
TERMINATION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.
-The Owner may not terminate the Minimum Guaranteed Annuity Payout Rider
prior to the seventh Contract anniversary after the effective date of
the Rider, unless such termination occurs on or within thirty days
<PAGE>
after a Contract anniversary and in conjunction with the purchase of a
Minimum Guaranteed Annuity Payout Rider with a waiting period of equal or
greater length at its then current price, if available.
-After the seventh Contract anniversary from the effective date of the
Rider the Owner may terminate the Rider at any time.
-The Owner may repurchase a Rider with a waiting period equal to or
greater than the Rider then in force at the new Rider's then current
price, if available, however, repurchase may only occur on or within
thirty days of a Contract anniversary.
- Other than in the event of a repurchase, once terminated the Rider may
not be purchased again.
-The Rider will terminate upon surrender of the Contract or the date that
a death benefit is payable if the Contract is not continued under "H. The
Spouse of the Owner as Beneficiary" (see "DESCRIPTION OF THE CONTRACT").
From time to time the Company may illustrate minimum guaranteed income
amounts under the Minimum Guaranteed Annuity Payout Rider for
individuals based on a variety of assumptions, including varying rates
of return on the value of the Contract during the accumulation phase,
annuity payout periods, annuity payout options and Minimum Guaranteed
Annuity Payout Rider waiting periods. Any assumed rates of return are
for purposes of illustration only and are not intended as a
representation of past or future investment rates of return.
For example, the illustration below assumes an initial payment of
$100,000 for an Annuitant age 60 (at issue) and exercise of a Minimum
Guaranteed Annuity Payout Rider with a ten-year waiting period. The
illustration assumes that no subsequent payments or withdrawals are made
and that the annuity payout option is a Life Annuity With Payments
Guaranteed For 10 Years. The values below have been computed based on a
5% net rate of return and are the guaranteed minimums that would be
received under the Minimum Guaranteed Annuity Payout Rider. The
minimum guaranteed benefit base amounts are the values that will be
annuitized. Minimum guaranteed annual income values are based
on a fixed annuity payout.
Minimum
Contract Minimum Guaranteed
Anniversary Guaranteed Annual
at Exercise Benefit Base Income (1)
----------- ------------ ----------
10 $162,889 $12,153
15 $207,892 $17,695
(1) Other fixed annuity options involving a life contingency other than
Life Annuity With Payments Guaranteed For 10 Years are available.
See "K. Description of Variable Annuity Payout Options."
The Minimum Guaranteed Annuity Payout Rider does not create Accumulated
Value or guarantee performance of any investment option. Because this
Rider is based on conservative actuarial factors, the level of lifetime
income that it guarantees may often be less than the level that would be
provided by application of
<PAGE>
Accumulated Value at current annuity factors. Therefore, the Rider
should be regarded as a safety net. As described above, withdrawals
will reduce the Benefit Base.
Under "CHARGES AND DEDUCTIONS" on page 52 of the Prospectus, "C. Premium
Taxes" is renamed "D. Premium Taxes," "D. Contingent Deferred Sales Charge"
is renamed "E. Contingent Deferred Sales Charge" and the following is
inserted:
C. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT CHARGE
Subject to state availability, the Company offers an optional Minimum
Guaranteed Annuity Payout Rider that may be elected by the Owner. A
separate monthly charge is made for the Rider. On the last day of each
month and on the date the Rider is terminated, a charge equal to 1/12th
of an annual rate (see table below) is made against the Accumulated
Value of the Contract at that time. The charge is made through a
pro-rata reduction of the Accumulated Value of the Sub-Accounts, the
Fixed Account and the Guarantee Period Accounts (based on the relative
value that the Accumulation Units of the Sub-Accounts, the dollar
amounts in the Fixed Account and the dollar amounts in the Guarantee
Period Accounts bear to the total Accumulated Value).
The applicable charge is assessed on the Accumulated Value on the last day
of each month and on the date the Rider is terminated, multiplied by
1/12th of the following annual percentage rates:
<TABLE>
<S> <C>
Minimum Guaranteed Annuity Payout Rider with ten-year waiting period.........0.25%
Minimum Guaranteed Annuity Payout Rider with fifteen-year waiting period.....0.15%
</TABLE>
For a description of the Rider, see "M. Optional Minimum Guaranteed
Annuity Payout Rider" under "DESCRIPTION OF THE CONTRACT," above.
After the section entitled "LEGAL MATTERS" on page 70 of the Prospectus, the
following is inserted:
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar
normal business activities.
Based on a third party assessment, the Company determined that
significant portions of its software required modification or
replacement to enable its computer systems to properly process dates
beyond December 31, 1999. The Company is presently completing the
process of modifying or replacing existing software and believes that
this action will resolve the Year 2000 issue. However, if such
modifications and conversions are not made, or are not completed timely,
or should there be serious unanticipated interruptions from unknown
sources, the Year 2000 issue could have a material adverse impact on the
operations of the Company. Specifically, the Company could experience,
among other things, an interruption in its ability to collect and
process premiums, process claim payments, safeguard and manage its
invested assets, accurately maintain policyholder information,
accurately maintain accounting records, and perform customer service.
Any of these specific events, depending on duration, could have a
material adverse impact on the results of operations and the financial
position of the Company.
The Company has initiated formal communications with all of its
significant suppliers and large customers to determine the extent to
which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issue. The Company's total Year 2000
project cost and estimates to complete the project include the estimated
costs and time associated with the impact of a third party's Year 2000
issue, and are based on presently available information. However, there
can be no guarantee that the systems of other companies on which the
Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with
the Company's systems, would not have
<PAGE>
material adverse effect on the Company. The Company does not believe
that it has material exposure to contingencies related to the Year 2000
Issue for the products it has sold. Although the Company does not
believe that there is a material contingency associated with the Year
2000 project, there can be no assurance that exposure for material
contingencies will not arise.
The Company will utilize both internal and external resources to
reprogram or replace, and test both information technology and embedded
technology systems for Year 2000 modifications. The Company plans to
complete the mission critical elements of the Year 2000 by December 31,
1998. The cost of the Year 2000 project will be expensed as incurred
over the next two years and is being funded primarily through a
reallocation of resources from discretionary projects. Therefore, the
Year 2000 project is not expected to result in any significant
incremental technology cost and is not expected to have a material
effect on the results of operations. Through September 30, 1998, the
Company and its subsidiaries and affiliates have incurred and expensed
approximately $47 million related to the assessment of, and preliminary
efforts in connection with, the project and the development of a
remediation plan. The total remaining cost of the project is estimated
at between $30-40 million.
The costs of the project and the date on which the Company plans to
complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could
differ materially from those plans. Specific factors that might cause
such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar
uncertainties.
Supplement dated December 29, 1998.
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and Financial Statements for Separate Account KG of
Allmerica Financial Life Insurance and Annuity Company were
previously filed on April 30, 1998 in Post-Effective Amendment No. 2
and are incorporated by reference herein.
Financial Statements Included in Part C
None
(B) EXHIBITS
EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated June 13, 1996 was previously filed on
August 9, 1996 in Registrant's initial Registration
Statement and is incorporated by reference herein.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant NOT pursuant
to a trust indenture or other such instrument.
EXHIBIT 3 (a) Wholesaling Agreement was previously filed on
August 9, 1996 in Registrant's initial Registration
Statement and is incorporated by reference herein.
(b) Underwriting and Administrative Services Agreement
was previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 and is incorporated by
reference herein.
(c) Sales Agreements with Commission Schedule were
previously filed on April 30, 1998 in Post-Effective
Amendment No. 2 and are incorporated by reference
herein.
(d) Sales Agreement with Chase was previously filed on
April 30, 1998 in Post-Effective Amendment No. 2 and
is incorporated by reference herein.
(e) General Agent's Agreement was previously filed on
April 30, 1998 in Post-Effective Amendment No. 2 and
is incorporated by reference herein.
(f) Career Agent Agreement was previously filed on April
30, 1998 in Post-Effective Amendment No. 2 and is
incorporated by reference herein.
<PAGE>
(g) Registered Representative's Agreement was previously
filed on April 30, 1998 in Post-Effective Amendment
No. 2 and is incorporated by reference herein.
(h) Form of Indemnification Agreement with Scudder Kemper
was previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 and is incorporated by
reference herein.
EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider is filed herewith.
Policy Form was previously filed on August 9, 1996 in
initial Registration Statement and is incorporated by
reference herein.
EXHIBIT 5 Application Form was previously filed on August 9, 1996 in
initial Registration Statement and is incorporated by
reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation, as amended,
effective October 1, 1995 to reflect its new name, and
Bylaws were previously filed on August 9, 1996 in
Registrant's initial Registration Statement and are
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom services were
previously filed on April 30, 1998 in Post-Effective
Amendment No. 2 and are incorporated by reference
herein.
(b) Form of Scudder Services Agreement was previously filed
on April 30, 1998 in Post-Effective Amendment No. 2
and is incorporated by reference herein.
EXHIBIT 9 Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Not Applicable.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Participation Agreement with Kemper was previously
filed on November 6, 1996 in Pre-Effective Amendment
No. 1 and is incorporated by reference herein.
(b) Form of Participation Agreement with Scudder Kemper
was previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 and is incorporated by
reference herein.
<PAGE>
ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
------------ ---------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996;
Director Vice President, First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel,
Secretary and Counsel First Allmerica since 1991
Warren E. Barnes Vice President and Corporate Controller of First
Vice President and Corporate Allmerica since 1998; Vice President and Co-Controller,
Controller First Allmerica 1997; Vice President and Assistant
Controller, First Allmerica 1996 to 1997; Assistant
Vice President and Assistant Controller, First Allmerica
1995 to 1996; Assistant Vice President Corporate
Accounting and Reporting, First Allmerica 1993 to 1995
Robert E. Bruce Director and Chief Information Officer of First
Director and Chief Information Allmerica since 1997; Vice President of First
Officer Allmerica since 1995; Corporate Manager, Digital
Equipment Corporation 1979 to 1995
John P. Kavanaugh Director and Chief Investment Officer of First
Director, Vice President Allmerica since 1996; Vice President, First
and Chief Investment Officer Allmerica since 1991
John F. Kelly Director of First Allmerica since 1996; Senior Vice
Director, Vice President and President, First Allmerica since 1986; General Counsel,
General Counsel First Allmerica since 1981; Assistant Secretary, First
Allmerica since 1991
J. Barry May Director of First Allmerica since 1996; Director and
Director President, The Hanover Insurance Company since 1996;
Vice President, The Hanover Insurance Company, 1993
to 1996; General Manager, The Hanover Insurance
Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996; Director of
Director Citizens Insurance Company of America since 1992,
President since 1994, and CEO since 1996; Vice President,
First Allmerica 1982 to 1994; Chief Investment Officer,
First Allmerica 1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and Chief Executive
Director, Chairman of the Board, Officer, First Allmerica since 1989
President and Chief Executive Officer
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Edward J. Parry, III Director and Chief Financial Officer of First Allmerica since
Director, Vice President, 1996; Vice President and Treasurer, First Allmerica since 1993;
Chief Financial Officer and Treasurer Assistant Vice President 1992 to 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice President, First
Director and Vice President Allmerica since 1990; Director, Allmerica Investments, Inc.
since 1990; Director and President, Allmerica Financial Investment
Management Services, Inc. since 1990
Robert P. Restrepo, Jr. Chief Executive Officer of Travelers Property & Casualty Company
Director 1996-1998; Senior Vice President of Aetna Life & Casualty Company
1993-1996
Eric A. Simonsen Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1990; Chief Financial Officer, First Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1987
</TABLE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organization chart.
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
______________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
30% _________________ _____________
| |
100% 100%
SMA First Sterling
Financial Corp. Reinsurance
Company
Limited
Massachusetts Bermuda
|
______________________________________________________________________________________________________________________
| | | | | |
70% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica Allmerica Allmerica
Property Management Trust Investments, Financial Financial Life
& Casualty Services, Inc. Company, N.A. Inc. Investment Insurance and
Companies, Inc. Management Annuity Company
Services, Inc.
Federally
Delaware Delaware Chartered Massachusetts Massachusetts Delaware
|
___________________________________________________________________________ ______|_______
| | | | |
100% 100% 100% 100% 100%
APC The Hanover Allmerica Citizens Somerset
Funding Corp. Insurance Financial Insurance Square, Inc.
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois Massachusetts
|
______________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 82.5% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts
Financial Plus American Insurance Corporation Bay Insurance
Benefit Insurance Insurance Management Company
Insurance Agency, Inc. Company Company, Inc.
Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire
|
________________________________________________________
| | |
100% 100% 100%
Citizens Citizens Insurance Citizens
Insurance Company of Insurance
Company of Ohio America Company of the
Midwest
Ohio Michigan Indiana
|
_______________
100%
Citizens
Management Inc.
Michigan
</TABLE>
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
_______________________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
_____________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Allmerica
Investment Asset Financial Services Asset Benefits
Management Management, Insurance Management, Inc.
Company, Inc. Inc. Agency, Inc. Limited
Massachusetts Massachusetts Massachusetts Bermuda Florida
________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund
Massachusetts Massachusetts Massachusetts
_____________________________________
| | -------------- Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica
Alliance Investment Trust Securities
Insurance Trust
Company
Massachusetts Massachusetts
New Hampshire Massachusetts
|
_______________
|
100% -------------- Affiliated Management Investment Companies
Lloyds
Credit Hanover Lloyd's
Corporation Insurance
Company
Massachusetts Texas
-------------- Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of The Hanover
Insurance Company
AAM AAM
Growth & High
Income Fund Yield Fund,
L.P. L.L.C.
Delaware Massachusetts
-------------- L.P. or L.L.C. established for the benefit of
First Allmerica, Allmerica
Financial Life, Hanover and
Citizens
</TABLE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AAM Growth & Income Fund, L.P. 440 Lincoln Street Limited Partnership
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance 100 North Parkway Multi-line property and
Insurance Company Worcester MA 01605 casualty insurance
Allmerica Financial Benefit 100 North Parkway Multi-line property and
Insurance Company Worcester MA 01605 casualty insurance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and
and Annuity Company (formerly known Worcester MA 01653 health insurance, annuities,
as SMA Life Assurance Company) variable annuities and variable
life insurance
Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle
Worcester MA 01653 for commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. Worcester MA 01653
(formerly known as Allmerica
Institutional Services, Inc. and 440
Financial Group of Worcester, Inc.)
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance Agency, 440 Lincoln Street Insurance Agency
Inc. Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Services Corporation 440 Lincoln Street Internal administrative
Worcester MA 01653 services provider to
Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national
Worcester MA 01653 trust company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Citizens Insurance Company of 645 West Grand River Multi-line property
America Howell MI 48843 and casualty insurance
Citizens Insurance Company of 333 Pierce Road Multi-line property
Illinois Itasca IL 60143 and casualty insurance
Citizens Insurance Company of 3950 Priority Way Multi-line property
the Midwest South Drive, Suite 200 and casualty insurance
Indianapolis IN 46280
Citizens Insurance Company of 8101 N. High Street Multi-line property
Ohio P.O. Box 342250 and casualty insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial Life 440 Lincoln Street Life, pension, annuity, accident
Insurance Company (formerly State Worcester MA 01653 and health insurance company
Mutual Life Assurance Company of
America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property
Company Worcester MA 01605 and casualty insurance
The Hanover Insurance Company 100 North Parkway Multi-line property
Worcester MA 01605 and casualty insurance
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover
Company, Inc. Richardson TX 75081 Lloyd's Insurance Company
Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property
Richardson TX 75081 and casualty insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property
Worcester MA 01605 and casualty insurance
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding company
Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Sterling Risk Management 440 Lincoln Street Risk management services
Services, Inc. Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 30, 1998, the Variable Account had 4,425 Qualified Contract
Owners and 12,365 Non-Qualified contract Owners.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) states: Each Director and each Officer
of the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation
against all expenses actually and necessarily incurred by him in the
defense or reasonable settlement of any action, suit, or proceeding in
which he is made a party by reason of his being or having been a
Director or Officer of the Corporation, including any sums paid in
settlement or to discharge judgment, except in relation to matters as to
which he shall be finally adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties
as such Director or Officer; and the foregoing right of indemnification
or reimbursement shall not affect any other rights to which he may be
entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter for
the following:
- VEL Account, VEL II Account, VEL Account III, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H,
VA-K, Allmerica Select Separate Account II, Group VEL Account,
Separate Account KG, Separate Account KGC, Fulcrum Separate Account,
Fulcrum Variable Life Separate Account, and Allmerica Select Separate
Account of Allmerica Financial Life Insurance and Annuity Company
- Inheiritage Account, VEL II Account, Separate Account I, Separate
Account VA-K, Separate Account VA-P, Allmerica Select Separate
Account II, Group VEL Account, Separate Account KG, Separate
Account KGC, Fulcrum Separate Account, and Allmerica Select Separate
Account of First Allmerica Financial Life Insurance Company.
- Allmerica Investment Trust
(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Abigail M. Armstrong Secretary and Counsel
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Thomas P. Cunningham Vice President, Chief Financial Officer and
Controller
Philip L. Heffernan Vice President
John F. Kelly Director
Daniel Mastrototaro Vice President
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker President, Director and Chief Executive Officer
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark G. Steinberg Senior Vice President
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained
by the Company at 440 Lincoln Street, Worcester, Massachusetts.
ITEM 31. MANAGEMENT SERVICES
The Company provides daily unit value calculations and related services
for the Company's separate accounts.
ITEM 32. UNDERTAKINGS
(a) Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby
undertakes to file with the Securities and Exchange Commission
("SEC") such supplementary and periodic information, documents, and
<PAGE>
reports as may be prescribed by any rule or regulation of the SEC
heretofore or hereafter duly adopted pursuant to authority
conferred in that section.
(b) The registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The registrant hereby undertakes to deliver a Statement of Additional
Information promptly upon written or oral request, according to the
requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement
or otherwise, Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a
Director, Officer or Controlling Person of Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such Director, Officer or Controlling Person in connection with
the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
(e) The Company hereby represents that the aggregate fees and charges
under the Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION
403(b) PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following steps in reliance on the letter:
1. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's
variable contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption restrictions imposed by the Program and by Section
403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on redemption imposed by the Program and by
Section 403(b)(11) and (ii) the investment
<PAGE>
alternatives available under the employer's arrangement will be
obtained from each participant who purchases a variable annuity
contract prior to or at the time of purchase.
Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not
so denied or limited will be effected as expeditiously as possible.
<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 all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts on the
1st day of December, 1998.
SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Abigail M. Armstrong
----------------------------------
Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director and Chairman of December 1, 1998
- ------------------------ the Board
John F. O'Brien
/s/ Bruce C. Anderson Director
- ------------------------
Bruce C. Anderson
/s/ Warren E. Barnes Vice President and Corporate Controller
- ------------------------
Warren E. Barnes
/s/ Robert E. Bruce Director and Chief Information Officer
- ------------------------
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and
- ------------------------ Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Vice President and
- ------------------------ General Counsel
John F. Kelly
/s/ J. Barry May Director
- ------------------------
J. Barry May
/s/ James R. McAuliffe Director
- ------------------------
James R. McAuliffe
/s/ Edward J. Parry III Director, Vice President, Chief Financial
- ------------------------ Officer and Treasurer
Edward J. Parry III
/s/ Richard M. Reilly Director, President and
- ------------------------ Chief Executive Officer
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director
- ------------------------
Robert P. Restrepo, Jr.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Eric A. Simonsen Director and Vice President
- ------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director
- ------------------------
Phillip E. Soule
</TABLE>
<PAGE>
EXHIBIT TABLE
Exhibit 4 Minimum Guaranteed Annuity Payout Rider
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
MINIMUM GUARANTEED ANNUITY PAYOUT ("M-GAP") RIDER
OVERVIEW:
The M-GAP Rider ("Rider") is an optional rider you have selected. It
guarantees a minimum level of income at the time of annuitization provided
you annuitize in accordance with the provisions of the Rider.
DEFINITIONS:
"M-GAP Effective Date" - the date on which the Rider is effective. If the
Rider is selected at issue or within the 30-day period immediately
thereafter, the "M-GAP Effective Date" is the contract (1) issue date. If
the Rider is selected on a contract anniversary or within the 30-day period
immediately thereafter, the "M-GAP Effective Date" is that contract
anniversary. If the Rider is selected at any other time, the "M-GAP
Effective Date" is the next contract anniversary following the date of
selection of the Rider.
"M-GAP Effective Annual Yield" - [5%]
"M-GAP Initial Payment Amount" - the Accumulated Value on the "M-GAP
Effective Date".
"M-GAP Waiting Period" - the [ 10 ]-year period which begins on the "M-GAP
Effective Date". The Rider can only be exercised after the expiration of the
"M-GAP Waiting Period" and during a "M-GAP Benefit Window".
"[10]-Year M-GAP Rider Annual Percentage Rate" - [.25%]
"M-GAP Benefit Window" - the 30-day period during which the Rider can be
exercised. The "M-GAP Benefit Window" always begins on a contract
anniversary. The first "M-GAP Benefit Window" begins on the contract
anniversary immediately following the "M-GAP Waiting Period".
APPLICABILITY:
This Rider is part of the contract to which it is attached and is effective
on the "M-GAP Effective Date". The Rider can be exercised only when the
Owner elects to annuitize under each of the following conditions:
(a) during an "M-GAP Benefit Window";
(b) under a fixed annuity option involving a life contingency; and
(c) at the guaranteed annuity purchase rates specified under the Annuity
Option Tables in your contract.
- -------------------------------------
(1) "Contract", as used in this Rider, includes any "policy" to which the
Rider is attached.
1
<PAGE>
BENEFIT:
When the Rider is exercised, the M-GAP Benefit Base, less any applicable
premium tax, is the value annuitized. On each contract anniversary,
commencing with the "M-GAP Effective Date", the M-GAP Benefit Base is
determined. The M-GAP Benefit Base is equal to the greatest of the following:
(a) the Accumulated Value increased by any positive Market Value
Adjustment (MVA), if applicable;
(b) the sum of:
1) the "M-GAP Initial Payment Amount" accumulated daily at the
"M-GAP Effective Annual Yield" starting on the "M-GAP Effective
Date" and
2) gross payments(2) accumulated daily at the "M-GAP Effective
Annual Yield" starting on the Effective Valuation Date(3) of
each gross payment reduced proportionately to reflect
withdrawals; and
(c) the highest Accumulated Value on any contract anniversary since the
"M-GAP Effective Date" as determined after positive adjustments have
been made for subsequent payments and any positive MVA, if
applicable, and negative adjustments have been made for subsequent
withdrawals.
For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value, whichever
applicable, determined immediately prior to the withdrawal by the following
fraction:
Amount of the Withdrawal
------------------------
Accumulated Value determined immediately prior to the withdrawal
The M-GAP Benefit Base does not create an Accumulated Value. It is used
solely for annuitization purposes to determine the value of the income stream
when the Rider is exercised.
CHARGE FOR BENEFITS:
From the "M-GAP Effective Date" until the date the Rider is terminated, the
Company will assess a monthly rider charge which will be deducted Pro Rata
(4) on the last day of each month and on the date the Rider terminates. The
charge will be equal to the Accumulated Value on such date multiplied by
1/12th of the "[10]-Year M-GAP Rider Annual Percentage Rate".
TERMINATION:
This Rider will terminate on the earliest of the following dates:
(a) the date the Owner elects to annuitize;
- --------------------------------------------
(2) "Gross payments", if not defined in your contract, includes any "gross
Elective Payments".
(3) "Effective Valuation Date", if not defined in your contract, means the
Valuation Date coincident with or next following the date of the
Company's receipt of the payment.
(4) "Pro Rata", if not defined in your contract, means that the withdrawal
is deducted from the Accumulated Value of each account in the same
proportion as such value bears to the total policy/contract value.
2
<PAGE>
(b) when a death benefit is payable and the contract is not continued
under a spousal takeover;
(c) surrender of the contract; or
(d) receipt of the Owner's Written Request to terminate the Rider. The
Owner may terminate the Rider anytime after the end of the 7-year
period beginning on the "M-GAP Effective Date". The rider may be
terminated prior to the end of such 7-year period only if such
termination occurs on a contract anniversary or within the 30-day
period immediately thereafter and in conjunction with the Owner's
exercise of the "Repurchase Option", described below.
REPURCHASE OPTION:
If an Owner terminates the Rider on a contract anniversary or within the
30-day period immediately thereafter, the Owner may purchase another M-GAP
Rider, at its then current price, only if on the date of termination:
1) an M-GAP Rider is still being offered by the Company and
2) the Owner purchases an M-GAP Rider, with an "M-GAP Waiting Period"
equal to or longer than the "M-GAP Waiting Period" for this Rider.
For purposes of determining the "M-GAP Effective Date" of the new Rider, the
date of termination of this Rider will be considered to be the date of selection
of the new Rider.
Signed for the Company at Dover, Delaware.
President Secretary
End3259.98
9-98-29
3
<PAGE>
December 22, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT KG OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY
FILE #'S: 333-09965 AND 811-7767
Gentlemen:
In my capacity as Attorney of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Separate Account
KG on Form N-4 under the Securities Act of 1933 and the Investment Company
Act of 1940, with respect to the Company's qualified and non-qualified
variable annuity contracts.
I am of the following opinion:
1. Separate Account KG is a separate account of the company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.
2. The assets held in Separate Account KG are not chargeable with liabilities
arising out of any other business the Company many conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Registration Statement and upon compliance
with applicable local law, will be legal and binding obligations of the
Company in accordance with their terms and when sold will be legally
issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account
KG on Form N-4 under the Securities Act of 1933.
Very truly yours,
/s/ Lynn Gelinas
Lynn Gelinas
Attorney
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
incorporated by reference into this Post-Effective Amendment No. 3 to the
Registration Statement of Separate Account KG of Allmerica Financial Life
Insurance and Annuity Company on Form N-4 of our report dated February 3,
1998, relating to the financial statements of Allmerica Financial Life
Insurance and Annuity Company, and our report dated March 25, 1998, relating
to the financial statements of Separate Account KG - Kemper Gateway Elite of
Allmerica Financial Life Insurance and Annuity Company, both of which appear
in such Statement of Additional Information. We also consent to the
reference to us under the heading "Experts" in such Statement of Additional
Information.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 22, 1998
