<PAGE>
File Nos. 333-81281
811-6293
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 35
SEPARATE ACCOUNT VA-K OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Mary Eldridge, Secretary
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
__X__ immediately upon filing pursuant to Paragraph (b) of Rule 485
_____ on (date) pursuant to Paragraph (b) of Rule 485
_____ 60 days after filing pursuant to Paragraph (a) (1) of Rule 485
_____ on (date) pursuant to Paragraph (a) (1) of Rule 485
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940
("1940 Act"), Registrant hereby declares that an indefinite amount of its
securities is being registered under the Securities Act of 1933 ("1933 Act").
No filing fee is submitted as a filing fee is not required for this type of
filing. Registrant will file its notice pursuant to Rule 24f-2 for its fiscal
year ending December 31, 1999 on or before March 1, 2000.
<PAGE>
This Post-Effective Amendment No. 1 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 VA-K of Allmerica Financial
Life Insurance and Annuity Company dated October 15, 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 Pre-Effective Amendment No. 1 on October 8,
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 Company, the Variable Account and Delaware Group
Premium Fund, Inc.
6...........................................Charges and Deductions
7...........................................Description of the Contract -- The Accumulation Phase
8...........................................Electing the Annuity Date; Description of Annuity Payout Options;
Annuity Benefit Payments
9...........................................Death Benefit
10..........................................Payments; Computation of Values; Distribution
11..........................................Surrender and Withdrawals; Surrender Charge; Withdrawal Without
Surrender Charge; Texas Optional Retirement Program
12..........................................Federal Tax Considerations
13..........................................Legal Matters
14..........................................Statement of Additional Information - Table of Contents
</TABLE>
<PAGE>
<TABLE>
<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
21..........................................Performance Information
22..........................................Annuity Benefit Payments
23..........................................Financial Statements
</TABLE>
<PAGE>
SEPARATE ACCOUNT VA-K
DELAWARE GOLDEN MEDALLION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED OCTOBER 15, 1999
***
A new Sub-Account is available under the Contract. The Sub-Account will
invest exclusively in shares of the U.S. Growth Series of the Delaware Group
Premium Fund, Inc. As such, the following information supplements the
corresponding sections of the Prospectus. Please consult the Prospectus for
the full text of each supplemented section.
"U.S. Growth Series" is added after DelCap Series in the listing of Series on
page 1 of the Prospectus.
Under "ANNUAL UNDERLYING FUND EXPENSES" on page 7 of the Prospectus, "U.S.
Growth Series" is inserted after DelCap Series.
The following information on the U.S. Growth Series is added to the Annual
Fund Expenses table and footnotes on pages 7 and 8 of the Prospectus:
<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY WAIVERS/
FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) REIMBURSEMENTS)
- ---- ------------------ --------------- ---------------
<S> <C> <C> <C>
U.S. Growth Series @................ 0.58% 0.17% 0.75%(1)(2)
</TABLE>
@ The Aggressive Growth Series and U.S. Growth Series had not commenced
operations as of December 31, 1998. Expenses shown are based on estimated and
annualized amounts. Actual expenses may be greater or less than shown. The
REIT Series commenced operations on May 1, 1998. Expenses shown are based on
annualized amounts.
(1) For the fiscal year ended December 31, 1998, before waiver and/or
reimbursement by the investment adviser, total Series expenses as a
percentage of average daily net assets were 0.86% for DelCap Series, 0.89%
for Social Awareness Series, 1.02% for REIT Series, 1.67% for Emerging
Markets Series, 0.81% for Strategic Income Series, 0.92% for Global Bond
Series, 0.88% for International Equity Series. Total expenses are anticipated
to be 0.92% for Aggressive Growth Series and 0.82% for U.S. Growth Series.
(2) The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, U.S. Growth
Series, Aggressive Growth Series, Social Awareness Series, REIT Series, Small
Cap Value Series, Trend Series, Delaware Balanced Series (formerly known as
"Delaware Series"), Convertible Securities Series, Delchester Series, Capital
Reserves Series, Strategic Income Series, and Cash Reserve Series is Delaware
Management Company, a series of Delaware Management Business Trust ("Delaware
Management"). The investment adviser for the International Equity Series,
Emerging Markets Series and the Global Bond Series is Delaware International
Advisers Ltd. ("Delaware International"). The investment advisers for the
Series of DGPF have agreed from November 1, 1999 through April 30, 2000 to
maintain the voluntary management fee waivers and expense reimbursements that
expired on October 31, 1999. As a result, expenses will not exceed 1.50% for
the Emerging Markets Series; 0.95% for the International Equity Series; 0.85%
for DelCap Series, Aggressive Growth Series, Social Awareness Series, REIT
Series, Small Cap Value Series, Trend Series, Convertible Securities Series
and Global Bond Series, 0.75% for U.S. Growth Series, and 0.80% for all other
Series. In addition, effective May 1, 1999, Delaware Management voluntarily
elected to cap its management fee for the Growth and Income Series at 0.60%
indefinitely. The fee ratios shown above
<PAGE>
have been restated, if necessary, to reflect the new voluntary limitations
which took effect on November 1, 1999. The declaration of a voluntary expense
limitation does not bind the investment advisers to declare future expense
limitations with respect to these Funds. Pursuant to a vote of the Fund's
shareholders on March 17, 1999, a new management fee structure based on
average daily net assets was approved. The above ratios have been restated to
reflect the new management fee structure which took effect on May 1, 1999.
The following cumulative expense information is added to Examples (1)(a),
(1)(b), (2)(a), and (2)(b) on pages 9 and 10 of the Prospectus:
<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Growth Series.................. $96 $146 $189 $248
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $103 $165 $221 $317
(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $22 $67 $115 $248
(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $29 $88 $150 $317
</TABLE>
Under "THE VARIABLE ACCOUNT." on page 13 of the Prospectus, the second
sentence is amended to read as follows:
Growth & Income Series International Equity Series
Devon Series Emerging Markets Series
DelCap Series Delaware Balanced Series
U.S. Growth Series Convertible Securities Series
Aggressive Growth Series Delchester Series
Social Awareness Series Capital Reserves Series
REIT Series Strategic Income Series
Small Cap Value Series Cash Reserve Series
Trend Series Global Bond Series.
Under "WHO IS THE INVESTMENT ADVISER?" on page 14 of the Prospectus, the
following paragraph is amended to read as follows:
Delaware Management Company, a series of Delaware Management Business Trust
("Delaware Management") is the investment adviser for the Growth & Income
Series, Devon Series, DelCap Series, U.S. Growth Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, Delaware Balanced Series, Convertible Securities Series, Delchester
Series, Capital Reserves Series, Strategic Income Series, and Cash Reserve
Series. The investment adviser for the International Equity Series, Emerging
Markets Series and the Global Bond Series is Delaware International Advisers
Ltd. ("Delaware International").
Under "DELAWARE GROUP PREMIUM FUND, INC." on page 16 of the Prospectus, the
fourth sentence of the first paragraph is amended to read as follows:
DGPF currently has 18 investment portfolios, each issuing a series of shares:
Growth & Income Series, Devon Series, DelCap Series, U.S. Growth Series,
Aggressive Growth Series, Social Awareness Series, REIT Series, Small Cap
Value Series, Trend Series, International Equity Series, Emerging Markets
Series, Delaware Balanced Series, Convertible Securities Series, Delchester
Series, Capital Reserves Series, Strategic Income Series, Cash Reserve
Series, and Global Bond Series (collectively, the "Underlying Funds").
Under "DELAWARE GROUP PREMIUM FUND, INC." on page 16 of the Prospectus, the
first sentence of the second paragraph is amended to read as follows:
The investment adviser for the Growth & Income Series, Devon Series, DelCap
Series, U.S. Growth Series, Aggressive Growth Series, Social Awareness Series,
REIT Series, Small Cap Value Series, Trend Series, Delaware Balanced Series,
Convertible Securities Series, Delchester Series, Capital Reserves Series,
Strategic Income Series, and Cash Reserve Series is Delaware Management
Company, a series of Delaware Management Business Trust ("Delaware
Management").
The following summary of the investment objective of the "U.S. Growth Series"
is inserted as the fourth Fund summary under "INVESTMENT OBJECTIVES AND
POLICIES" on page 17 of the Prospectus:
U.S. GROWTH SERIES -- seeks to achieve maximum capital appreciation.
<PAGE>
Under "INVESTMENT ADVISORY SERVICES" on page 19 of the Prospectus, the first
paragraph is amended to read as follows:
Investment advisers are paid an annual fee based on the average daily net
assets of their respective Underlying Funds for management services. The Cash
Reserve Series management fee rate is as follows: 0.45% on the first $500
million, 0.40% on the next $500 million, 0.35% on the next $1,500 million and
0.30% on assets in excess of $2,500 million; the Capital Reserves Series
management fee rate is as follows: 0.50% on the first $500 million, 0.475% on
the next $500 million, 0.45% on the next $1,500 million and 0.425% on assets
in excess of $2,500 million; the Growth & Income Series, U. S. Growth
Series, Delchester Series, Delaware Balanced Series, Devon Series and
Strategic Income Series management fee rate is as follows: 0.65% on the first
$500 million, 0.60% on the next $500 million, 0.55% on the next $1,500
million and 0.50% on assets in excess of $2,500 million; the DelCap Series,
Aggressive Growth Series, Small Cap Value Series, Trend Series, Social
Awareness Series, REIT Series, Convertible Securities Series and Global Bond
Series management fee rate is as follows: 0.75% on the first $500 million,
0.70% on the next $500 million, 0.65% on the next $1,500 million and 0.60% on
assets in excess of $2,500 million; the International Equity Series
management fee rate is as follows: 0.85% on the first $500 million, 0.80% on
the next $500 million, 0.75% on the next $1,500 million and 0.70% on assets
in excess of $2,500 million; and the Emerging Markets Series management fee
rate is as follows: 1.25% on the first $500 million, 1.20% on the next $500
million, 1.15% on the next $1,500 million and 1.10% on assets in excess of
$2,500 million; all per year. Regarding the Growth and Income Series, the
investment adviser has voluntarily elected to cap the management fee at
0.60%, indefinitely.
***
The following is inserted under "2. THE 5% EDB WITH ANNUAL STEP-UP PROVIDES
THE FOLLOWING BENEFIT-I. DEATH BEFORE 90TH BIRTHDAY" on page 27 of the
Prospectus:
(c) the highest Accumulated Value on any Contract anniversary date prior to
the date of death, as determined after being increased for any positive
Market Value Adjustment and subsequent payments and proportionately reduced
for subsequent withdrawals.
SUPPLEMENT DATED NOVEMBER 15, 1999
<PAGE>
SEPARATE ACCOUNT VA-K
DELAWARE GOLDEN MEDALLION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 15, 1999
***
The first sentence of the third paragraph on page 2 under "GENERAL
INFORMATION AND HISTORY" is amended as follows:
Currently, 18 Sub-Accounts of the Variable Account are available under
the Delaware Golden Medallion contract (the "Contract").
The fourth paragraph on pages 2 and 3 under "GENERAL INFORMATION AND HISTORY"
is revised in its entirety as follows:
The Fund is an open-end, diversified management investment company. Eighteen
different investment series of the Fund are available under the Contract: the
Growth & Income Series (formerly Decatur Total Return Series), Delchester
Series, Capital Reserve Series, Cash Reserve Series, DelCap Series, U.S.
Growth Series, Aggressive Growth Series, Delaware Balanced Series (formerly
Delaware Series), Small Cap Value Series, Trend Series, Global Bond Series,
International Equity Series, Strategic Income Series, Devon Series, Emerging
Markets Series, Convertible Securities Series, REIT Series, and Social
Awareness Series (the "Underlying Series"). Each Underlying Series has its
own investment objectives and certain attendant risks.
Supplement Dated November 15, 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 Allmerica Financial Life Insurance and
Annuity Company
Financial Statements for Separate Account VA-K of Allmerica Financial
Life Insurance and Annuity Company were previously filed on
October 8, 1999 in Pre-Effective Amendment No. 1 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 November 1, 1990 was previously filed on
April 24, 1998 in Registration Statement No. 33-44830/811-6293,
in Post-Effective Amendment No. 14, 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 24, 1998 in Registration Statement
No. 33-44830/811-6293, Post-Effective Amendment No. 14, and
is incorporated by reference herein.
(b) Wholesaling Agreement was previously filed on April 24, 1998
in Registration Statement No. 33-44830/811-6293,
Post-Effective Amendment No. 14, and is incorporated by
reference herein.
(c) Bonus Product Commissions Schedule was previously filed on
October 8, 1999 in Pre-Effective Amendment No. 1. Sales
Agreements with Commission Schedule were previously filed
on April 24, 1998 in Registration Statement No. 33-44830/
811-6293, Post-Effective Amendment No. 14, and are
incorporated by reference herein.
(d) General Agent's Agreement was previously filed on April 24,
1998 in Registration Statement No. 33-44830/811-6293, Post-
Effective Amendment No. 14, and is incorporated by reference
herein.
(e) Career Agent Agreement was previously filed on April 24,
1998 in Registration Statement No. 33-44830/811-6293, Post-
Effective Amendment No. 14, and is incorporated by reference
herein.
(f) Registered Representative's Agreement was previously filed
on April 24, 1998 in Registration Statement No. 33-44830/
811-6293, Post-Effective Amendment No. 14, and is
incorporated by reference herein.
<PAGE>
EXHIBIT 4 The following documents were previously filed on June 18, 1999
in Registrant's initial Registration Statement No. 333-81281,
and are incorporated by reference herein:
(a) Contract Form A3028-99;
(b) Specification Pages Form A8028-99;
(c) Enhanced Death Benefit "EDB" Rider (Form 3263-99);
(d) Enhanced Death Benefit "EDB" Rider (Form 3264-99);
(e) Enhanced Death Benefit "EDB" Rider (Form 3265-99);
(f) Minimum Guaranteed Annuity Payout ("M-GAP") Rider
(Form 3269-99);
(g) Trail Employee Program Endorsement (Form 3274-99); and
(h) Trail Employee Program Endorsement (Form 3275-99).
EXHIBIT 5 Application Form 10876DG was previously filed on June 18, 1999
in Registrant's initial Registration Statement No. 333-81281,
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, was previously filed on
September 28, 1995 in Registration Statement No. 33-44830/
811-6293, Post-Effective Amendment No. 9, and is incorporated by
reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) Fidelity Service Agreement was previously filed on April 26,
1996 in Registration Statement No. 33-44830/811-6293, Post-
Effective Amendment No. 10, and is incorporated by
reference herein.
(b) An Amendment to the Fidelity Service Agreement, effective as
of January 1, 1997, was previously filed on May 1, 1997 in
Registration Statement No. 33-44830/811-6293, Post-Effective
Amendment No. 13, and is incorporated by reference herein.
(c) Fidelity Service Contract, effective as of January 1, 1997,
was previously filed on May 1, 1997 in Registration
Statement No. 33-44830/811-6293, Post-Effective Amendment
No. 13, and is incorporated by reference herein.
(d) BFDS Agreements for lockbox and mailroom services were
previously filed on April 24, 1998 in Registration Statement
No. 33-44830/811-6293, Post-Effective Amendment No. 14, and
are incorporated by reference herein.
(e) 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 October 8, 1999 in Pre-Effective Amendment No. 1, and is
incorporated by reference herein.
EXHIBIT 14 Not Applicable.
<PAGE>
EXHIBIT 15 Participation Agreement with Delaware Group Premium Fund, Inc.
and Amendment were previously filed on April 24, 1998 in
Registration Statement No. 33-44830/811-6293, Post-Effective
Amendment No. 14, and are 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
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
Robert E. Bruce Director and Chief Information Officer (since 1997) and Vice President
Director and Chief Information (since 1995) of First Allmerica; and Corporate Manager (1979 to 1995) of
Officer Digital Equipment Corporation
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.
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; and Vice President (since 1998) of
Chief Investment Officer Allmerica Financial Investment Management Services, Inc.
John F. Kelly Director (since 1996), Senior Vice President (since 1986), General
Director, Vice President and Counsel (since 1981) and Assistant Secretary (since 1991) of First
General Counsel Allmerica; Director (since 1985) of Allmerica Investments, Inc.; and
Director (since 1990) of Allmerica Financial Investment
Management Services, 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
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica; Director (since 1989) of Allmerica Investments, Inc.; and
of the Board Director and Chairman of the Board (since 1990) of Allmerica Financial
Investment Management Services, Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Edward J. Parry, III Director and Chief Financial Officer (since 1996) and Vice President
Director, Vice President and Treasurer (since 1993) of First Allmerica; Treasurer (since 1993)
Chief Financial Officer of Allmerica Investments, Inc.; and Treasurer (since 1993) of Allmerica
and Treasurer Financial Investment Management Services, Inc.
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and Director (since 1990) of Allmerica Investments, Inc.; and Director and
Chief Executive Officer President (since 1998) of Allmerica Financial Investment Management
Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Chief
Director 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.
Phillip E. Soule Director (since 1996) and Vice President (since 1987) of First Allmerica
Director
</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>
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 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 casualty
Company Worcester MA 01605 insurance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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
Annuity Company (formerly known Worcester MA 01653 and 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 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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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 September 30, 1999, there were 6,944 Contract holders of qualified
Contracts and 14,115 Contract holders of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of 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 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:
o 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
o 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.
o 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
<PAGE>
NAME POSITION OR OFFICE WITH UNDERWRITER
- ---- -----------------------------------
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
Mark G. Steinberg Senior Vice President
(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 Investment Company Act of 1940 and Rules 31a-1 to 31a-3
thereunder are maintained by the Company at 440 Lincoln Street, Worcester,
Massachusetts.
ITEM 31. MANAGEMENT SERVICES
Effective March 31, 1995, 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 such supplementary and
periodic information, documents, and reports as may be prescribed by
any rule or
<PAGE>
regulation of the Commission 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
Securities and Exchange Commission, 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.
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.
<PAGE>
Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not so
denied or limited will be effected as expeditiously as possible.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this 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 1st day of November, 1999.
SEPARATE ACCOUNT VA-K 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 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 November 1, 1999
- ------------------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President, Chief Financial Officer
- ------------------------------------ and Treasurer
Richard M. Reilly* Director, President and Chief Executive Officer
- ------------------------------------
John F. O'Brien* Director and Chairman of the Board
- ------------------------------------
Bruce C. Anderson* Director
- ------------------------------------
Robert E. Bruce* Director and Chief Information Officer
- ------------------------------------
John P. Kavanaugh* Director, Vice President and
- ------------------------------------ Chief Investment Officer
John F. Kelly* 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
- ------------------------------------
Director
- ------------------------------------
Phillip E. Soule
</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
<PAGE>
EXHIBIT TABLE
Exhibit 8(e) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<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 Allmerica Financial Life Insurance and
Annuity 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 and Chairman of the Board 7/1/99
- -------------------------- ------
John F. O'Brien
/s/ Bruce C. Anderson Director 7/1/99
- -------------------------- ------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Chief Information Officer 7/1/99
- -------------------------- ------
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, 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, President and 7/1/99
- -------------------------- Chief Executive Officer ------
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director 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 7/1/99
- -------------------------- ------
Phillip E. Soule
</TABLE>
<PAGE>
November 1, 1999
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION) OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FILE NOS. 333-81281 AND 811-6293
Gentlemen:
In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in
the preparation of this Post-Effective Amendment to the Registration
Statement for Separate Account VA-K on Form N-4 under the Securities Act of
1933 and the Investment Company Act of 1940, with respect to the Company's
qualified and non-qualified variable annuity contracts.
I am of the following opinion:
1. Separate Account VA-K 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 VA-K 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 this
Post-Effective Amendment to the Registration Statement for Separate Account VA-K
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. 1 to the Registration
Statement of Separate Account VA-K of Allmerica Financial Life Insurance and
Annuity Company on Form N-4 of our report dated February 2, 1999, except for
paragraph 2 of Note 12, which is as of March 19, 1999, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity
Company, and our report dated March 26, 1999, relating to the financial
statements of Separate Account VA-K (Delaware Medallion) of Allmerica
Financial Life Insurance and Annuity Company, both of which appear in such
Statement of Additional Information. We also consent to the reference to us
under the heading "Experts" in such Statement of Additional Information.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 15, 1999
