<PAGE>
File Nos. 333-63089
811-7769
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. 10
SEPARATE ACCOUNT KG OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)
FIRST ALLMERICA FINANCIAL LIFE INSURANCE 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)
Mary Eldridge, Secretary
First Allmerica Financial Life Insurance 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:
immediately upon filing pursuant to paragraph (b) of Rule 485.
---
X on September 1, 1999 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 CONTRACTS
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, 1998 was filed on or
before March 30, 1999.
<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 and Statement of
Additional Information of Separate Account KG of First Allmerica Financial Life
Insurance Company dated May 1, 1999 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 June 15, 1999 and is incorporated by reference
herein.
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
<S> <C>
1............................Cover Page
2............................Special Terms
3............................Summary of Fees and Expenses; Summary of Contract Features
4............................Condensed Financial Information; Performance Information
5............................Description of the Companies, the Variable Accounts, Kemper Variable Series
and Scudder Variable Life Investment Fund
6............................Charges and Deductions
7............................Description of the Contract
8............................Electing the Form of Annuity and the Annuity Date; Description of Variable
Annuity Payout Options; Annuity Benefit Payments
9............................Death Benefit
10...........................Payments; Computation of Values; Distribution
11...........................Surrender; Withdrawals; Texas Optional Retirement Program
12...........................Federal Tax Considerations
13...........................Legal Matters
14...........................Statement of Additional Information-Table of Contents
<CAPTION>
FORM N-4 ITEM NO CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ---------------- -----------------------------------------------
<S> <C>
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
</TABLE>
<PAGE>
SEPARATE ACCOUNT KG
KEMPER GATEWAY ADVISOR
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED JUNE 23, 1999
***
A new Sub-Account is available under the Contract. The Sub-Account will invest
exclusively in shares of the Kemper Index 500 Portfolio of the Kemper Variable
Series. As such, the following information supplements the corresponding
sections of the Prospectus. Please consult the Prospectus for the full text of
each supplemented section.
Under "1. KEMPER GATEWAY ADVISOR VARIABLE ANNUITY CONTRACT" on page P-1 of the
Profile the word "twenty-three" is substituted for the word "twenty-two" in the
second sentence of the second paragraph.
Under "4. INVESTMENT OPTIONS" on page P-3 of the Profile, "Kemper Index 500" is
added after Kemper alue+Growth to the listing of investment options.
Under "5. EXPENSES" in the Profile, the following is added to the table and
footnote on pages P-4 and P-5:
<TABLE>
<CAPTION>
A B C D E
TOTAL ANNUAL
EXPENSES AT END OF
TOTAL ANNUAL TOTAL ANNUAL -------------------
INSURANCE PORTFOLIO TOTAL ANNUAL
PORTFOLIO CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ------- -------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
Kemper Index 500 Portfolio ***...... 1.44% 0.55% 1.99% $20 $228
</TABLE>
*** This portfolio commenced operations in September, 1999. Charges have been
annualized. The charges reflect any expense reimbursements and/or fee waivers.
For more detailed information, see the Fee Table in the Prospectus.
"KEMPER INDEX 500" is added after Kemper Value+Growth in the listing of
Portfolios on page 1 of the Prospectus.
Under "UNDERLYING PORTFOLIO (OR PORTFOLIOS)" on page 7 of the Prospectus, the
word "twenty-three" is substituted for the word "twenty-two" under "SPECIAL
TERMS".
The following information on the Kemper Index 500 Portfolio is added to the
Annual Portfolio Expenses table and footnotes on pages 9 and 10 of the
Prospectus:
<PAGE>
<TABLE>
<CAPTION>
Management Fee Other Expenses Total Portfolio Expenses
(after any voluntary (after any (after any waivers/
Portfolio waivers) reimbursements) reimbursements)
- --------- -------- --------------- ---------------
<S> <C> <C> <C>
Kemper Index 500 ***................ 0.26% 0.29% 0.55%(5)
</TABLE>
*** These portfolios commenced operations in September, 1999. Charges have been
annualized. The charges reflect any expense reimbursements and/or fee waivers.
For more detailed information, see the Fee Table in the Prospectus.
(5) The investment manager for the Kemper Index 500 Portfolio has agreed to
limit total operating expenses of the Portfolio to 0.55%. This limitation will
be effective from the commencement of operations through April 30, 2000. Without
taking into effect this expense cap, for the Kemper Index 500 Portfolio,
management fees are estimated to be 0.45%; other expenses are estimated to be
0.29%; and total operating expenses are estimated to be 0.79%.
The following cumulative expense information is added to Examples (1), (2), and
(3) on pages 12 through 14 of the Prospectus:
<TABLE>
<CAPTION>
(1) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper Index 500.................... $20 $62 $106 $228
<CAPTION>
(2) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper Index 500.................... $22 $69 $118 $254
<CAPTION>
(3) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper Index 500.................... $25 $77 $131 $279
</TABLE>
Under "WHAT IS THE KEMPER GATEWAY ADVISOR VARIABLE ANNUITY" on page 15 of the
Prospectus, the number "23" is substituted for the number "22" in the second
bullet.
Under "WHAT ARE MY INVESTMENT CHOICES?" on page 18 of the Prospectus, "Kemper
Index 500" is inserted after Kemper Value+Growth.
Under "WHO ARE THE PORTFOLIO MANAGERS?" on page 19 of the Prospectus, the
following is inserted as the fourth sentence in that paragraph:
Bankers Trust Company is the sub-adviser for the Kemper Index 500 Portfolio.
Under "THE VARIABLE ACCOUNTS" on page 26 of the Prospectus, the first sentence
of the first paragraph is amended to read as follows:
Each Company maintains a separate investment account called Separate Account KG
(the "Variable Account") with 31 Sub-Accounts, all of which are available under
this Contract.
<PAGE>
The following summary of the investment objective of the Kemper Index 500
Portfolio(1) is inserted as the fourteenth Portfolio summary under "INVESTMENT
OBJECTIVES AND POLICIES" on page 28 of the Prospectus:
KEMPER INDEX 500 PORTFOLIO - seeks to match, as closely as possible,
before expenses, the performance of the Standard & Poor's 500 Composite
Stock Price Index, which emphasizes stocks of large U.S. companies.
Under "INVESTMENT MANAGEMENT SERVICES" on page 30 of the Prospectus, the
following is inserted as the last sentence in the first paragraph:
Bankers Trust Company is the sub-adviser for the Kemper Index 500 Portfolio.
Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the third
paragraph is amended to read as follows:
The Kemper Aggressive Growth, Kemper Technology Growth, Kemper-Dreman High
Return Equity, Kemper-Dreman Financial Services and Kemper Global Blue Chip
Portfolios each pay Scudder Kemper an investment management fee, payable
monthly, at 1/12th of the following annual rates based on the average daily net
assets of each Portfolio.
Kemper Aggressive Growth
Portfolio, Kemper 0.75% for the first $250 million, 0.72% for the
Technology Growth next $750 million, 0.70% for the next $1.5
Portfolio, Kemper-Dreman billion, 0.68% for the next $2.5 billion, 0.65%
High Return Equity Portfolio for the next $2.5 billion, 0.64% for the next
and Kemper-Dreman $2.5 billion, 0.63% for the next $2.5 billion
Financial Services Portfolio .. and 0.62% over $12.5 billion.
Kemper Global Blue Chip 1.00% for the first $250 million, 0.95% for the
Portfolio.................. next $750 million and 0.90% over $1 billion.
Kemper Index 500 Portfolio... 0.45% for the first $200 million, 0.42% for the
next $550 million, 0.40% for the next $1.25
billion, 0.38% for the next $3 billion, and
0.35% for amounts over $5 billion.
Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the last
sentence in the fourth paragraph is amended as follows:
A sub-advisory fee is payable monthly, at 1/12th of the annual rate of .24% of
the first $250 million of each Portfolio's average daily net assets, .23% of
average daily net assets between $250 million and $1 billion, .224% of average
daily net assets between $1 billion and $2.5 billion, .218% of average daily net
assets between $2.5 billion and $5 billion, .208% of average daily net assets
between $5 billion and $7.5 billion, .205% of average daily net assets between
$7.5 billion and $10 billion, .202% of average daily net assets between $10
billion and $12.5 billion and .198% of each Portfolio's average daily net assets
over $12 billion.
__________________________
(1) "Standard & Poor's-Registered Trademark-," "S&P-Registered Trademark-"
"S&P 500-Registered Trademark-," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc., and have been licensed for use
by Scudder Kemper Investments, Inc. The Kemper Index 500 Portfolio is not
sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard &
Poor's makes no representation regarding the advisability of investing in the
fund. Additional information may be found in the fund's Statement of
Additional Information.
<PAGE>
Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the
following is inserted as the last sentence in the fourth paragraph:
Scudder Kemper also pays Bankers Trust Company a sub-advisory fee for its
services to the Kemper Index 500 Portfolio. A sub-advisory fee is payable
monthly at 1/12th of the following annual rates: 0.08% of the first $200 million
of the Portfolio's average daily net assets, 0.05% of average daily net assets
of the next $550 million, and 0.025% of average daily net assets over $750
million.
***
Under "(3) ANNUAL PORTFOLIO EXPENSES" on page 10 of the Prospectus, footnotes
(1) and (2) are amended to read as follows:
(1) Pursuant to their respective agreements with Kemper Variable Series,
the investment manager and the accounting agent have agreed, for the
one year period commencing on May 1, 1999, to limit their respective
fees and to reimburse other operating expenses, in a manner
communicated to the Board of the Fund, to the extent necessary to limit
total operating expenses of the Kemper Aggressive Growth, Kemper
Technology Growth, Kemper-Dreman Financial Services, Kemper-Dreman High
Return Equity, Kemper International Growth and Income, Kemper Global
Blue Chip and Kemper Global Income Portfolios of Kemper Variable Series
to the levels set forth in the table above. Without taking into effect
these expense caps, for the Aggressive Growth, Technology Growth,
Financial Services, High Return Equity, International Growth and
Income, Global Blue Chip and Global Income Portfolios of Kemper
Variable Series management fees are estimated to be 0.75%, 0.75%,
0.75%, 0.75%, 1.00%, 1.00% and 0.75%, respectively; other expenses are
estimated to be 0.28%, 0.29%, 0.97%, 0.45%, 18.54%, 11.32% and 0.33%,
respectively; and total operating expenses are estimated to be 1.03%,
1.04%, 1.72%, 1.20%, 19.54%, 12.32%, and 1.08%, respectively. In
addition, for Kemper International Growth and Income and Kemper Global
Blue Chip Portfolios, the investment manager has agreed to limit its
management fee to 0.70% and 0.85%, respectively, for such Portfolios
for one year from May 1, 1999.
(2) Pursuant to their respective agreements with Kemper Variable Series,
the investment manager and the accounting agent have agreed, for the
one year period commencing on May 1, 1999, to limit their respective
fees and to reimburse other operating expenses, in a manner
communicated to the Board of the Fund, to the extent necessary to limit
total operating expenses of the following described Portfolios to the
amounts set forth after the Portfolio names: Kemper Value+Growth
Portfolio (0.84%), Kemper Contrarian Value Portfolio (0.80%), Kemper
Small Cap Value Portfolio (0.84%), Kemper Horizon 5 Portfolio (0.97%),
Kemper Horizon 10+ Portfolio (0.83%), Kemper Horizon 20+ Portfolio
(0.93%), Kemper Investment Grade Bond Portfolio (0.80%), and Kemper
Blue Chip Portfolio (0.95%). The amounts set forth in the table above
reflect actual expenses for the past fiscal year, which were lower than
these expense limits.
<PAGE>
Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the fifth
paragraph is amended to read as follows:
For its advisory services to the Scudder Global Discovery, Scudder Growth and
Income, Scudder International and Scudder Capital Growth Portfolios, Scudder
Kemper receives compensation monthly at the following annual rate for each
Portfolio:
<TABLE>
<CAPTION>
PERCENT OF THE AVERAGE
DAILY NET ASSET VALUES
PORTFOLIO OF EACH PORTFOLIO
--------- -----------------
<S> <C>
Scudder Global Discovery 0.975%
Scudder Growth and Income 0.475%
Scudder International
First $500,000,000 0.875%
Over $500,000,000 0.725%
Scudder Capital Growth
First $500,000,000 0.475%
Next $500,000,000 0.450%
Over $1,000,000,000 0.425%
</TABLE>
Supplement Dated September 1, 1999
<PAGE>
SEPARATE ACCOUNT KG
KEMPER GATEWAY ADVISOR
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
------------------------------------------------
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 23, 1999
***
The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY" is revised
in its entirety to read as follows:
Currently, 31 Sub-Accounts of the Variable Account are available under Contract
Form 3027-98 (the "Contract"). Each Sub-Account invests in a corresponding
investment portfolio of Kemper Variable Series ("KVS"), Scudder Variable Life
Investment Fund ("Scudder VLIF"), Dreyfus Investment Portfolios, The Dreyfus
Socially Responsible Growth Fund, Inc. ("Dreyfus Socially Responsible Fund") or
the Janus Aspen Series ("Janus Aspen"), open-end, registered management
investment companies. Twenty-three different portfolios of KVS are available
under the Contract: the Kemper Aggressive Growth Portfolio, Kemper Technology
Growth Portfolio, Kemper-Dreman Financial Services Portfolio, Kemper Small Cap
Growth Portfolio, Kemper Small Cap Value Portfolio, Kemper-Dreman High Return
Equity Portfolio, Kemper International Portfolio, Kemper International Growth
and Income Portfolio, Kemper Global Blue Chip Portfolio, Kemper Growth
Portfolio, Kemper Contrarian Value Portfolio, Kemper Blue Chip Portfolio, Kemper
Value+Growth Portfolio, Kemper Index 500 Portfolio, Kemper Horizon 20+
Portfolio, Kemper Total Return Portfolio, Kemper Horizon 10+ Portfolio, Kemper
High Yield Portfolio, Kemper Horizon 5 Portfolio, Kemper Global Income
Portfolio, Kemper Investment Grade Bond Portfolio, Kemper Government Securities
Portfolio, and Kemper Money Market Portfolio. Four portfolios of Scudder VLIF
are available under the Contract: the Scudder International Portfolio, Scudder
Global Discovery Portfolio, Scudder Capital Growth Portfolio, and Scudder Growth
and Income Portfolio. One portfolio of Dreyfus Investment Portfolios is
available under the Contract: the Dreyfus MidCap Stock Portfolio. One portfolio
of the Dreyfus Socially Responsible Fund is available under the Contract: the
Dreyfus Socially Responsible Growth Fund. Two portfolios of Janus Aspen are
available under the Contract: the Janus Aspen Growth Portfolio and the Janus
Aspen Growth and Income Portfolio (together, the "Underlying Portfolios"). Each
Underlying Portfolio available under the Contract has its own investment
objectives and certain attendant risks.
***
Footnote 21 under "Notes to Financial Statements" on page F-41 is deleted and
replaced in its entirety with the following:
21. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT
(UNAUDITED)
During the second quarter of 1999, AFC approved a plan to exit its group life
and health insurance business, consisting of its Employee Benefit Services
("EBS") business and its accident and health assumed reinsurance pool business
("reinsurance pool business"). AFC is pursuing a sale of its EBS business during
the second half of 1999. During the third quarter of 1998, the Company ceased
writing
<PAGE>
new premium in the reinsurance pool business, subject to certain contractual
obligations. Prior to 1999, these businesses comprised substantially all of the
former Corporate Risk Management Services segment. Accordingly, the operating
results of FAFLIC's group life and health insurance business, including its
reinsurance pool business, are reported in the Consolidated Statements of
Income as discontinued operations in the second quarter of 1999 in accordance
with Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB
No. 30"). At December 31, 1998, the businesses had assets of approximately
$480.9 million consisting primarily of invested assets, premiums and fees
receivable, and reinsurance recoverables, and liabilities of approximately
$445.3 million consisting primarily of policy liabilities. Revenues for the
discontinued operations were $398.5 million, $389.2 million and $356.4 million
for the years ended December 31, 1998, 1997 and 1996, respectively. Net (loss)
income for the discontinued operations was ($13.3) million, $16.6 million, and
$17.0 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
AFC has made certain changes to its corporate structure effective July 1, 1999.
These changes include the transfer of FAFLIC's ownership of Allmerica P&C, as
well as several non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC has
retained its ownership of AFLIAC and certain other subsidiaries. Under an
agreement with the Commonwealth of Massachusetts Insurance Commissioner ("the
Commissioner"), AFC has contributed to FAFLIC capital of $125.0 million and
agreed to maintain FAFLIC's statutory surplus at specified levels during the
following six years. In addition, any dividend from FAFLIC to AFC during 2000
and 2001 would require the prior approval of the Commissioner. This
transaction was approved by the Commissioner on May 24, 1999.
In 1998, the net income of the subsidiaries, which is included in FAFLIC's
net income, to be transferred from FAFLIC to AFC pursuant to the
aforementioned change in corporate structure was $95.7 million. As of
December 31, 1998, the total assets and total shareholders' equity of these
subsidiaries were $4,033.0 million and $1,264.1 million, respectively.
On May 19, 1999, the Federal District Court in Worcester, Massachusetts
issued an order relating to the litigation mentioned in Note 18, above,
certifying the class for settlement purposes and granting final approval of
the settlement agreement.
Prior to the aforementioned change in AFC's corporate structure, on May 5,
1999 and May 11, 1999, Allmerica P&C redeemed 1,273.9 shares and 4,142.0
shares of its issued and outstanding common stock owned by AFC for $50.0
million and $175.0 million, respectively. The May 5, 1999 and May 11, 1999
transactions consisted of cash and short-term securities. After the May 11,
1999 transaction, FAFLIC's ownership of Allmerica P&C increased to 84.52%.
* * *
Supplement Dated September 1, 1999
<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 First Allmerica Financial Life Insurance
Company
Financial Statements for Separate Account KG of First Allmerica
Financial Life Insurance Company were previously filed on June 15,
1999 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) Underwriting and Administrative Services Agreement
was previously filed on April 30, 1998
(Registration Statement No. 811-7769) in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(b) Wholesaling Agreement was previously filed on
November 26, 1996 in Pre-Effective Amendment No.
1, and is incorporated by reference herein.
(c) Revised commission schedule was previously filed
on December 8, 1998 in Pre-Effective Amendment No.
1, and is incorporated by reference herein. Sales
Agreements with Commission Schedule were
previously filed on April 30, 1998 (Registration
Statement No. 811-7769) in Post-Effective
Amendment No. 3, and are incorporated by reference
herein.
(d) Sales Agreement with Chase was previously filed on
April 30, 1998 (Registration Statement No.
811-7769) in Post-Effective Amendment No. 3, and
is incorporated by reference herein.
(e) General Agent's Agreement was previously filed on
April 30, 1998 (Registration Statement No.
811-7769) in Post-Effective Amendment No. 3, and
is incorporated by reference herein.
(f) Career Agent Agreement was previously filed on
April 30, 1998 (Registration Statement No.
811-7769) in Post-Effective Amendment No. 3, and
is incorporated by reference herein.
(g) Registered Representative's Agreement was
previously filed on April 30, 1998 in
(Registration Statement No. 811-7769) in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
<PAGE>
(h) Form of Indemnification Agreement with Scudder
Kemper was previously filed on April 30, 1998
(Registration Statement No. 811-7769) in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
EXHIBIT 4 Draft Contract Form 3027-98 was previously filed on
December 8, 1998 in Pre-Effective Amendment No. 1, and is
incorporated by reference herein.
EXHIBIT 5 Application Form SML1446K was previously filed on December
8, 1998 in Pre-Effective Amendment No. 1, 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 16, 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
(Registration Statement No. 811-7769) in
Post-Effective Amendment No. 3, and are
incorporated by reference herein.
(b) Form of Scudder Services Agreement was previously
filed on April 30, 1998 (Registration Statement
No. 811-7769) in Post-Effective Amendment No. 3,
and is incorporated by reference herein.
(c) Directors' Power of Attorney is filed herewith.
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
(Registration Statement No. 811-7769) in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
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
<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ -----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director, Vice President and Secretary (since 1992) of First Allmerica
Assistant Secretary
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of
Vice President and First Allmerica
Corporate Controller
Robert E. Bruce Director and Chief Information Officer (since 1997) and Vice
Director, Vice President and Chief President (since 1995) of First Allmerica; and Corporate Manager
Information Officer (1979 to 1995) of Digital Equipment Corporation
Mary Eldridge Secretary (since 1999) of Allmerica Financial; Secretary (since
Secretary 1999) of Allmerica Investments, Inc.; and Secretary (since 1999) of
Allmerica Financial Investment Management Services, Inc.
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice
Director, Vice President and President (since 1991) of First Allmerica; and Vice President (since
Chief Investment Officer 1998) of Allmerica Financial Investment Management Services, Inc.
John F. Kelly Director (since 1996), Senior Vice President (since 1986), General
Director, Senior Vice President, Counsel (since 1981) and Assistant Secretary (since 1991) of First
General Counsel and Assistant Allmerica; Director (since 1985) of Allmerica Investments, Inc.; and
Secretary Director (since 1990) of Allmerica Financial Investment Management
Services, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and President
Director (since 1996) of The Hanover Insurance Company; and Vice President
(1993 to 1996) of the Hanover Insurance Company
James R. McAuliffe Director (since 1996) of First Allmerica; Director (since 1992),
Director President (since 1994) and Chief Executive Officer (since 1996) of
Citizens Insurance Company of America
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of
Director, President and Chief First Allmerica; Director (since 1989) of Allmerica Investments,
Executive Officer Inc.; and Director and Chairman of the Board (since 1990) of
Allmerica Financial Investment Management Services, Inc.
Edward J. Parry, III Director and Chief Financial Officer (since 1996) and Vice
Director, Vice President, President and Treasurer (since 1993) of First Allmerica; Treasurer
Chief Financial Officer and (since 1993) of Allmerica Investments, Inc.; and Treasurer (since
Treasurer 1993) of Allmerica Financial Investment Management Services, Inc.
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; Director (since 1990) of Allmerica Investments, Inc.; and
Director and President (since 1998) of Allmerica Financial
Investment Management Services, Inc.
<PAGE>
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Chief
Director and Vice President Executive Officer (1996 to 1998) of Travelers Property & Casualty;
Senior Vice President (1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; Director (since) 1991 of Allmerica Investments, Inc.; and
Director (since 1991) of Allmerica Financial Investment Management
Services, Inc.
Phillip E. Soule Director (since 1996) and Vice President (since 1987) of First
Director and Vice President Allmerica
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company
Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
| ________________________________________________________________
| | | | |
| 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial
| Inc. Management Investment Services
| Company, Inc. Management Insurance
| Services, Inc. Agency, Inc.
|
| Massachusetts Massachusetts Massachusetts Massachusetts
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited
Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois
New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest
Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.
Michigan
_______________ ---------------- ----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund
Massachusetts Massachusetts Massachusetts
- -------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust
Massachusetts Massachusetts
- -------- Affiliated Management Investment Companies
...............
Hanover Lloyd's
Insurance
Company
Texas
- -------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company
_______________ ________________
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.
Delaware Massachusetts
________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE 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
Advantage Insurance Network, Inc. 440 Lincoln Street Insurance Agency
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 Insurance 100 North Parkway Multi-line property and
Company Worcester MA 01605 casualty insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and
Company Worcester MA 01605 casualty insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance Brokers, 440 Lincoln Street Insurance Broker
Inc. Worcester MA 01653
Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance, accident and
<PAGE>
Annuity Company (formerly known as Worcester MA 01653 health insurance, annuities,
SMA Life Assurance Company) variable annuities and
variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding
Worcester MA 01653 vehicle for commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment Management 440 Lincoln Street Investment advisory services
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
Worcester MA 01653 broker-dealer
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance Agency, Inc. 440 Lincoln Street Insurance Agency
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 trust
Worcester MA 01653 company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and
Howell MI 48843 casualty insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and
Itasca IL 60143 casualty insurance
Citizens Insurance Company of the 3950 Priority Way South Multi-line property and
Midwest Drive, Suite 200 casualty insurance
<PAGE>
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and
P.O. Box 342250 casualty insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas
Carlsbad, CA 92008 Computer software company
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity,
Company (formerly State Mutual Life Worcester MA 01653 accident and health insurance
Assurance Company of America) company
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 and
Company Worcester MA 01605 casualty insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 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 and
Richardson TX 75081 casualty insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of July 31, 1999, there were 76 Contract holders of qualified Contracts
and 237 Contract holders of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
To the fullest extent permissible under Massachusetts General Laws, no
director shall be personally liable to the Company or any policyholder for
monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law to the contrary; provided, however,
that this provision shall not eliminate or limit the liability of a
director:
1. for and breach of the director's duty of loyalty to the Company
or its policyholders;
<PAGE>
2. for acts or omissions not in good faith, or which involve
intentional misconduct or a knowing violation of law;
3. for liability, if any, imposed on directors of mutual insurance
companies pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A.
c.156B Section 62;
4. for any transactions from which the director derived an improper
personal benefit.
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, VA-P, 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>
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Mary Eldridge Secretary
Philip L. Heffernan Vice President
John F. Kelly Director
Daniel Mastrototaro Vice President
William F. Monroe, Jr. Vice President
David J. Mueller Vice President and Controller
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
<PAGE>
Mark G. Steinberg Senior Vice President
</TABLE>
(c) As indicated in Part B (Statement of Additional Information) in
response to Item 20(c), there were no commissions retained by
Allmerica Investments, Inc., the principal underwriter of the
Contracts, for sales of variable contracts funded by the
Registrant in 1998. No commissions or other compensation was
received by the principal underwriter, directly or indirectly,
from the Registrant during the Registrant's last fiscal year.
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 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 and any financial statements 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 Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by
the Company.
<PAGE>
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(B)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of First Allmerica Financial Life
Insurance 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/withdrawal
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/withdrawal
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/withdrawal 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/withdrawal imposed by the
Program and by Section 403(b)(11) and (ii) the investment
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>
EXHIBIT TABLE
Exhibit 8(c) Director's Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<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 Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the 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 26th day of August,
1999.
SEPARATE ACCOUNT KG OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Mary Eldridge
------------------------------
Mary Eldridge, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller August 26, 1999
- ------------------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President, Chief Financial
- ------------------------------------ Officer and Treasurer
Richard M. Reilly* Director and Vice President
- ------------------------------------
John F. O'Brien* Director, President and Chief Executive
- ------------------------------------ Officer
Bruce C. Anderson* Director and Vice President
- ------------------------------------
Robert E. Bruce* Director, Vice President and Chief
- ------------------------------------ Information Officer
John P. Kavanaugh* Director, Vice President and
- ------------------------------------ Chief Investment Officer
John F. Kelly* Director, Senior Vice President and
- ------------------------------------ General Counsel
J. Barry May* Director
- ------------------------------------
James R. McAuliffe* Director
- ------------------------------------
Robert P. Restrepo, Jr.* Director and Vice President
- ------------------------------------
Eric A. Simonsen* Director and Vice President
- ------------------------------------
Phillip E. Soule* Director and Vice President
- ------------------------------------
</TABLE>
Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated July 1, 1999 duly executed by
such persons.
/s/ Sheila B. St. Hilaire
- ------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-63089)
<PAGE>
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by First Allmerica Financial Life Insurance
Company, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and with any
other regulatory agency or state authority that may so require, granting unto
said attorneys and each of them, acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys or any of
them may lawfully do or cause to be done by virtue hereof. Witness our hands on
the date set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director, President and Chief Executive 7/1/99
- ----------------------------- Officer
John F. O'Brien
/s/ Bruce C. Anderson Director and Vice President 7/1/99
- -----------------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director, Vice President and 7/1/99
- ----------------------------- Chief Information Officer
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and 7/1/99
- ----------------------------- Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Senior Vice President and 7/1/99
- ----------------------------- General Counsel
John F. Kelly
/s/ J. Barry May Director 7/1/99
- -----------------------------
J. Barry May
/s/ James R. McAuliffe Director 7/1/99
- -----------------------------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President, Chief Financial 7/1/99
- ----------------------------- Officer and Treasurer
Edward J. Parry, III
/s/ Richard M. Reilly Director and Vice President 7/1/99
- -----------------------------
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director and Vice President 7/1/99
- -----------------------------
Robert P. Restrepo, Jr.
/s/ Eric A. Simonsen Director and Vice President 7/1/99
- -----------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director and Vice President 7/1/99
- -----------------------------
Phillip E. Soule
</TABLE>
<PAGE>
AUGUST 26, 1999
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT KG OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
FILE NO.'S: 333-63089 AND 811-7769
Gentlemen:
In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement for
Separate Account KG on Form N-4 under the Securities Act of 1933 and amendment
under 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 may conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Post-Effective Amendment to 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 the
Post-Effective Amendment to the Registration Statement for Separate Account KG
on Form N-4 filed under the Securities Act of 1933.
Very truly yours,
/s/ John C. Donlon, Jr.
John C. Donlon, Jr.
Assistant Vice President and Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 3 to the Registration
Statement of Separate Account KG of First Allmerica Financial Life Insurance
Company on Form N-4 of our report dated February 2, 1999, except for paragraph 2
of Note 18 and Note 20, which are as of March 19, 1999 and April 1, 1999,
respectively, relating to the financial statements of First Allmerica Financial
Life Insurance Company, and our report dated March 26, 1999, relating to the
financial statements of Separate Account KG of First Allmerica Financial Life
Insurance 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
August 31, 1999
