<PAGE>
File Nos. 333-11377
811-7799
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 8
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9
FULCRUM SEPARATE ACCOUNT
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Trust)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester, MA 01653
(508) 855-1000
(Registrant's telephone number including area code)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Mary Eldridge, Secretary
440 Lincoln Street
Worcester, MA 01653
(Name and complete address of agent for service)
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on July 1, 2000 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
("the 1940 Act"), Registrant has registered an indefinite amount of its
securities under the Securities Act of 1933 ("the 1933 Act"). The Rule
24f-2 Notice for the issuer's fiscal year ended December 31, 1999 was filed
on or before March 30, 2000.
<PAGE>
This Post-Effective Amendment No. 8 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 the Fulcrum Separate Account of Allmerica
Financial Life Insurance and Annuity Company dated May 1, 2000 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. 7 on April 28, 2000, and is
incorporated by reference herein.
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 of Contract Features; Summary of Fees and
Expenses
4..........................Condensed Financial Information; Performance
Information
5..........................Description of the Companies, the Variable
Accounts and the Underlying Investment Companies
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; Charge for Surrender and
Withdrawals; 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
<PAGE>
18.........................Services
19.........................Underwriters
20.........................Underwriters
21.........................Performance Information
22.........................Annuity Benefit Payments
23.........................Financial Statements
<PAGE>
FULCRUM SEPARATE ACCOUNT
(THE FULCRUM FUND)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000
***
Allmerica Financial Life Insurance and Annuity Company ("Allmerica Financial"),
First Allmerica Financial Life Insurance Company ("First Allmerica"), and
several other applicants filed an application on January 31, 2000, and an
amended and restated application on May 3, 2000, with the Securities and
Exchange Commission ("SEC") seeking an order approving the substitution of
shares of the Select Investment Grade Income Fund of Allmerica Investment Trust
for shares of the Strategic Income Portfolio of The Fulcrum Trust, which shares
are currently held by sub-accounts of the Fulcrum Separate Accounts. The SEC
issued an Order Granting Exemptions approving the substitution on May 31, 2000.
As a result of the SEC Order, effective July 1, 2000, shares of the Select
Investment Grade Income Fund will be available as an investment option and
shares of the Strategic Income Portfolio will no longer be offered under the
Contract.
The investment adviser of the Select Investment Grade Income Fund is Allmerica
Asset Management, Inc.
The investment objective of the Select Investment Grade Income Fund is to seek
as high a level of total return, which includes capital appreciation as well as
income, as is consistent with prudent investment management.
The following expense information on the Select Investment Grade Income Fund is
added to the Annual Underlying Fund Expenses table in the SUMMARY OF FEES AND
EXPENSES section:
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT FEE (AFTER ANY TOTAL FUND
(AFTER ANY APPLICABLE EXPENSES (AFTER ANY
FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) WAIVERS/REIMBURSEMENTS)
---- ----------------- -------------- -----------------------
<S> <C> <C> <C>
Select Investment Grade Income Fund 0.43% 0.07% 0.50%(9)
</TABLE>
(9) Until further notice, AFIMS has declared a voluntary expense limitation of
1.00% for the Select Investment Grade Income Fund. The total operating expenses
of the Fund were less than its expense limitation throughout 1999. The
limitation may be terminated at any time.
The following cumulative expense information is added to Expense Examples
(1)(a), (1)(b), (2)(a) and (2)(b):
(1)(a) If, at the end of the applicable time period, you surrender your
Contract or annuitize* under any commutable period certain option or a
noncommutable fixed period certain option of less than ten years, or any
fixed period certain option, you would pay the following expenses on a
$1,000 investment, assuming a 5% annual return on assets, and no Rider:**
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund..... $82 $110 $139 $235
</TABLE>
<PAGE>
(1)(b) If, at the end of the applicable time period, you surrender your
Contract or annuitize* under any commutable period certain option or a
noncommutable fixed period certain option of less than ten years, or any
fixed period certain option, you would pay the following expenses on a
$1,000 investment, assuming a 5% annual return on assets, and election of a
Minimum Guaranteed Annuity Payout (M-GAP) Rider** with a ten-year waiting
period:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund..... $84 $117 $151 $261
</TABLE>
(2)(a) If, at the end of the applicable time period, you annuitize* under a
life option or a noncommutable 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 a 5% annual return on assets and no
Rider:**
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund..... $21 $64 $109 $235
</TABLE>
(2)(b) If, at the end of the applicable time period, you annuitize* under a
life option or a noncommutable 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 a 5% annual return on assets and
election of a Minimum Guaranteed Annuity Payout (M-GAP) Rider** with a ten-year
waiting period:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund..... $23 $71 $122 $261
</TABLE>
Under D. Transfer Privilege-Automatic Transfers (Dollar Cost Averaging) and
Automatic Account Rebalancing Options in the DESCRIPTION OF THE CONTRACT
section, the first sentence now reads as follows:
"The Owner may elect automatic transfers of a predetermined dollar amount, not
less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually) from the Select Investment Grade Income Fund, Money
Market Fund or the Fixed Account (the "source accounts") to one or more of the
Sub-Accounts."
***
Supplement Dated July 1, 2000
<PAGE>
FULCRUM SEPARATE ACCOUNT
(THE FULCRUM FUND)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000
***
Allmerica Financial Life Insurance and Annuity Company ("Allmerica Financial"),
First Allmerica Financial Life Insurance Company ("First Allmerica"), and
several other applicants filed an application on January 31, 2000, and an
amended and restated application on May 3, 2000, with the Securities and
Exchange Commission ("SEC") seeking an order approving the substitution of
shares of the Select Investment Grade Income Fund of Allmerica Investment Trust
for shares of the Strategic Income Portfolio of The Fulcrum Trust, which shares
are currently held by sub-accounts of the Fulcrum Separate Accounts. The SEC
issued an Order Granting Exemptions approving the substitution on May 31, 2000.
As a result of the SEC Order, effective July 1, 2000, shares of the Select
Investment Grade Income Fund will be available as an investment option and
shares of the Strategic Income Portfolio will no longer be offered under the
Contract.
***
Supplement Dated July 1, 2000
<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
Financial Statements for Fulcrum Separate Account of Allmerica
Financial Life Insurance and Annuity Company were previously filed on
April 28, 2000 in Post-Effective Amendment No. 7, 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
in Registrant's Initial Registration Statement on
September 4, 1996, 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 Sales Agreement 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 was
previously filed on December 29, 1998 in Post-Effective
Amendment No. 5, and is incorporated by reference
herein. Amended Specifications Page was previously
filed on August 27, 1998 in Post-Effective Amendment
No. 3 and is incorporated by reference herein. Contract
Form was previously filed in Registrant's Initial
Registration Statement on September 4, 1996, and is
incorporated by reference herein.
EXHIBIT 5 Amended Application Form was previously filed on
August 27, 1998 in Post-Effective Amendment No. 3, and
is incorporated by reference herein. Application Form
was previously filed in Registrant's Initial
Registration Statement on September 4, 1996, and is
incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws
were previously filed in Registrant's Initial
Registration Statement on September 4, 1996, and are
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
<PAGE>
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) 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 Schedule for Computation of Performance Quotations
was previously filed on April 28, 2000 in
Post-Effective Amendment No. 7 of Registration
Statement No.333-11377/811-7799, and is incorporated by
reference herein.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Participation Agreement with The Palladian Trust
was previously filed on August 27, 1998 in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(b) Participation Agreement with Allmerica Investment
Trust dated March 22, 2000 was previously filed in
April 2000 in Post-Effective Amendment No. 17 of
Registration Statement No. 33-39702/811-6293, and
is incorporated by reference herein.
(c) Form of Amendment to AIM Participation Agreement
was previously filed in April 2000 in
Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293, and is
incorporated by reference herein. Participation
Agreement with AIM Variable Insurance Funds, Inc.
was previously filed on August 27, 1998 in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(d) Form of Amendment to Delaware Participation
Agreement was previously filed in April 2000 in
Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293, and is
incorporated by reference herein. Participation
Agreement with Delaware Group Premium Fund was
previously filed on August 27, 1998 in
Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(e) Participation Agreement with Lazard Retirement
Series, Inc. was previously filed on August 27,
1998 in Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(f) Participation Agreement with MFS Variable
Insurance Trust was previously filed on August 27,
1998 in Post-Effective Amendment No. 3, and is
incorporated by reference herein.
<PAGE>
(g) Participation Agreement with Oppenheimer Variable
Account Funds was previously filed on August 27,
1998 in Post-Effective Amendment No. 3, and is
incorporated by reference herein.
(h) Participation Agreement with PBHG Insurance Series
Fund, Inc. was previously filed on October 15,
1998 in Post-Effective Amendment No. 4, and is
incorporated by reference herein.
ITEM 25. DIRECTORS AND 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 Secretary
Director (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of First
Vice President and Allmerica
Corporate Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First Allmerica
Director and Vice President
Mary Eldridge Secretary (since 1999) of First Allmerica; Secretary (since 1999) of
Secretary Allmerica Investments, Inc.; and Secretary (since 1999) of Allmerica
Financial Investment Management Services, Inc.
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since 2000);
Director, Vice President and Vice President (1999) of Promos Hotel Corporation; Vice President & Deputy
General Counsel General Counsel (1998-1999) of Legg Mason, Inc.; Vice President and Deputy
General Counsel (1995-1998) of USF&G Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President (since
Director, Vice President and 1991) of First Allmerica; Vice President (since 1998) of Allmerica Financial
Chief Investment Officer Investment Management Services, Inc.; and President (since 1995) and Director
(since 1996) of Allmerica Asset Management, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 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), President
Director (since 1994) and Chief Executive Officer (since 1996) of Citizens Insurance
Company of America
Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First Allmerica;
Vice President and Treasurer Associate, Investment Banking (1996 -1997) of Merrill Lynch & Co.; Associate,
Investment Banking (1995) of Salomon Brothers, Inc.; Treasurer (since 2000)
of Allmerica Investments, Inc., Allmerica Asset Management, Inc. and
Allmerica Financial Investment Management Services, Inc.
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica
of the Board
Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President (since
<PAGE>
Director, Vice President 1993), and Treasurer (1993-2000) of First Allmerica
Chief Financial Officer
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and Annuity
Chief Executive Officer Company; Director (since 1990) of Allmerica Investments, Inc.; and Director
and President (since 1998) of Allmerica Financial Investment Management
Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director (since
Director 1998) of The Hanover Insurance Company; Chief 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 Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.
</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% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
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>
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
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
<PAGE>
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
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 health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company 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 vehicle for
Worcester MA 01653 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. (formerly Worcester MA 01653
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 Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400 Birmingham,
AL 35209
Allmerica Investments Insurance Agency 14211 Commerce Way Insurance Agency
of Florida, Inc. Miami Lakes, FL 33016
Allmerica Investment Insurance Agency 1455 Lincoln Parkway Insurance Agency
Inc. of Georgia Suite 300
Atlanta, GA 30346
<PAGE>
Allmerica Investment Insurance Agency Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance Agency 631 Lakeland East Drive Insurance Agency
Inc. of Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
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 services
Worcester MA 01653 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 casualty
Howell MI 48843 insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
<PAGE>
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
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 and casualty
Company Worcester MA 01605 insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company 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 casualty
Worcester MA 01605 insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of May 31, 2000, there were 109 Contract holders of qualified Contracts and
321 Contract holders of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and Annuity
Company (the Depositor) state: 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
<PAGE>
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 judgement, 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, VA-P, Allmerica Select Separate Account II, Group VEL
Account, Separate Account KG, Separate Account KGC, Fulcrum
Separate Account, Fulcrum Variable Life Separate Account,
Separate Account FUVUL, Separate Account IMO 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
NAME POSITION OR OFFICE WITH UNDERWRITER
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
Claudia J. Eckels Vice President
Mary M. Eldridge Secretary/Clerk
Philip L. Heffernan Vice President
<PAGE>
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive
Officer
David J. Mueller Vice President, Chief Financial Officer,
Financial Operations Principal and Controller
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
Eric A. Simonsen Director
(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
1999. No other 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 promptly u pon written or oral request, according to the
requirements of Form N-4.
<PAGE>
(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 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
<PAGE>
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 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 14th day of June,
2000.
FULCRUM SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY 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 by the following persons
in the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
s/s Warren E. Barnes Vice President and Corporate June 14, 2000
----------------------- Controller
Warren E. Barnes
Edward J. Parry III* Director, Vice President and Chief
----------------------- Financial Officer
Richard M. Reilly* Director, President and Chief
----------------------- Executive Officer
John F. O'Brien* Director and Chairman of the Board
-----------------------
Bruce C. Anderson* Director
-----------------------
Mark R. Colborn* Director and Vice President
-----------------------
John P. Kavanaugh* Director, Vice President and Chief
----------------------- Investment Officer
J. Kendall Huber* Director, Vice President and General
----------------------- Counsel
J. Barry May* Director
-----------------------
James R. McAuliffe* Director
-----------------------
Robert P. Restrepo, Jr.* Director
-----------------------
Eric A. Simonsen* Director and Vice President
-----------------------
* 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 April 2, 2000 duly executed
by such persons.
/s/ Sheila B. St. Hilaire
---------------------------------------------
Sheila B. St. Hilaire, Attorney-In-Fact
(333-11377)
<PAGE>
EXHIBIT TABLE
Exhibit 8(b) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
