<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. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 51
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)
Charles F. Cronin, 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:
_____ immediately upon filing pursuant to Paragraph (b) of Rule 485
__X__ on December 27, 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 ("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, 1999 was filed on or
before March 30, 2000.
<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 Delaware Golden Medallion
Prospectus and Statement of Additional Information of Separate Account VA-K 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 Prospectuses and Statement of Additional Information was
previously filed in Registrant's Post-Effective Amendment No. 2 on April 21,
2000, 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 the Underlying
Investment Companies
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
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------- ----------------------------------------------
<S> <C>
15..........................................Cover Page
16..........................................Table of Contents
<PAGE>
17..........................................General Information and History
18..........................................Services
19..........................................Underwriters
20..........................................Underwriters
21..........................................Performance Information
22..........................................Annuity Benefit Payments
23..........................................Financial Statements
</TABLE>
<PAGE>
The Prospectus was previously filed in Registrant's Post-Effective Amendment
No. 2 on April 21, 2000, and is incorporated by reference herein (herein
referred to as "Prospectus A").
<PAGE>
SEPARATE ACCOUNT VA-K
DELAWARE GOLDEN MEDALLION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000
***
A new Sub-Account is available under the Contract. The Sub-Account will invest
exclusively in shares of the DGPF Technology and Innovation Series of the
Delaware Group Premium Fund. As such, the following information supplements the
corresponding sections of the Prospectus. Please consult the Prospectus for the
full text of each supplemented section.
"DGPF Technology and Innovation Series" is added after the DGPF Trend Series in
the listing of Series on the first page of the Prospectus.
The following information on the DGPF Technology and Innovation Series is added
to the Annual Underlying Fund Expenses table and footnotes:
<TABLE>
<CAPTION>
TOTAL FUND
EXPENSES
MANAGEMENT FEE OTHER EXPENSES (AFTER ANY
(AFTER ANY 12B-1 (AFTER ANY WAIVERS/
FUND VOLUNTARY WAIVERS) FEES REIMBURSEMENTS) REIMBURSEMENTS)
---- ------------------ ----- --------------- ---------------
<S> <C> <C> <C> <C>
DGPF Technology and Innovation Series***.... 0.69% -- 0.16% 0.85%(1)(2)
</TABLE>
***Standard Class shares of the DGPF Technology and Innovation Series commenced
operations on September 1, 2000; therefore, expenses shown are estimated and
annualized.
(1)For the fiscal year ended December 31, 1999, before waiver and/or
reimbursement by the investment adviser, total Series expenses as a percentage
of average daily net assets were 0.81% for DGPF Select Growth Series, 0.90% for
DGPF Social Awareness Series, 0.96% for DGPF REIT Series, 1.53% for DGPF
Emerging Markets Series, 0.97% for DGPF International Equity Series and 0.79%
for DGPF U.S. Growth Series. Total expenses are anticipated to be 0.91% for
DGPF Technology and Innovation Series.
(2)The investment adviser for the DGPF Growth & Income Series, DGPF Devon
Series, DGPF Growth Opportunities Series(formerly known as "DelCap Series"),
DGPF U.S. Growth Series, DGPF Select Growth Series(formerly known as
"Aggressive Growth Series"), DGPF Social Awareness Series, DGPF REIT Series,
DGPF Small Cap Value Series, DGPF Trend Series, DGPF Technology and Innovation
Series, DGPF Balanced Series (formerly known as "Delaware Balanced Series"),
DGPF Convertible Securities Series, DGPF High Yield Series (formerly known as
"Delchester Series"), DGPF Capital Reserves Series, DGPF Strategic Income
Series, and DGPF Cash Reserve Series is Delaware Management Company, a series
of Delaware Management Business Trust ("Delaware Management"). The investment
adviser for the DGPF International Equity Series, DGPF Emerging Markets Series
and the DGPF Global Bond Series is Delaware International Advisers Ltd.
("Delaware International"). Effective May 1, 2000 through April 30, 2001, the
investment advisers for the Series of DGPF have agreed voluntarily to waive
their management fees and reimburse each Series for expenses to the extent that
total expenses will not exceed 1.50% for the DGPF Emerging Markets Series;
0.95% for the DGPF International Equity Series; 0.85% for DGPF Growth
Opportunities Series, DGPF Select Growth Series, DGPF Social Awareness Series,
DGPF REIT Series, DGPF Technology and Innovation Series, DGPF Small Cap Value
Series, DGPF Trend Series, DGPF Convertible Securities Series and DGPF Global
Bond Series, 0.75% for DGPF U.S. Growth Series,
<PAGE>
and 0.80% for all other Series. The fee ratios shown above have been restated,
if necessary, to reflect the new voluntary limitations which took effect on May
1, 2000. The declaration of a voluntary expense limitation does not bind the
investment advisers to declare future expense limitations with respect to these
Funds.
The following cumulative expense information is added to Expense Examples
(1)(a), (1)(b), (2)(a), and (2)(b):
<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DGPF Technology and Innovation Series $97 $150 $195 $262
<CAPTION>
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DGPF Technology and Innovation Series $104 $169 $227 $330
<CAPTION>
(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DGPF Technology and Innovation Series $23 $71 $122 $262
<CAPTION>
(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DGPF Technology and Innovation Series $30 $92 $157 $330
</TABLE>
The paragraph of WHAT ARE MY INVESTMENT CHOICES? is amended to read as follows:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in the
following Underlying Funds:
<TABLE>
<S> <C>
DGPF Growth & Income Series AIM V.I. Growth Fund
DGPF Devon Series AIM V.I. High Yield Fund
DGPF Growth Opportunities Series AIM V.I. International Equity Fund
DGPF U.S. Growth Series AIM V.I. Value Fund
DGPF Select Growth Series Alger American Leveraged AllCap Portfolio
DGPF Social Awareness Series Alger American MidCap Growth Portfolio
DGPF REIT Series Alger American Small Capitalization Portfolio
DGPF Small Cap Value Series Alliance Growth Portfolio
DGPF Trend Series Alliance Growth and Income Portfolio
DGPF Technology and Innovation Series Alliance Premier Growth Portfolio
DGPF International Equity Series Alliance Technology Portfolio
DGPF Emerging Markets Series Franklin Small Cap Fund
DGPF Balanced Series Mutual Shares Securities Fund
DGPF Convertible Securities Series Templeton Growth Securities Fund
DGPF High Yield Series Templeton International Securities Fund
DGPF Capital Reserves Series Pioneer Emerging Markets VCT Portfolio
DGPF Strategic Income Series Pioneer Mid-Cap Value VCT Portfolio
DGPF Cash Reserve Series
DGPF Global Bond Series
</TABLE>
The following paragraph of WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING
FUNDS? is amended to read as follows:
Delaware Management Company, a series of Delaware Management Business Trust
("Delaware
<PAGE>
Management") is the investment adviser for the DGPF Growth & Income Series,
DGPF Devon Series, DGPF Growth Opportunities Series, DGPF U. S. Growth Series,
DGPF Select Growth Series, DGPF Social Awareness Series, DGPF REIT Series, DGPF
Small Cap Value Series, DGPF Trend Series, DGPF Technology and Innovation
Series, DGPF Balanced Series, DGPF Convertible Securities Series, DGPF High
Yield Series, DGPF Capital Reserves Series, DGPF Strategic Income Series, and
DGPF Cash Reserve Series. The investment adviser for the DGPF International
Equity Series, DGPF Emerging Markets Series and the DGPF Global Bond Series is
Delaware International Advisers Ltd. ("Delaware International"). A I M
Advisors, Inc. is the investment adviser for the AIM V.I. Growth Fund, AIM V.I.
High Yield Fund, AIM V.I. International Equity Fund and AIM V.I. Value Fund of
AIM Variable Insurance Funds. The investment adviser of the Alger American
Leveraged AllCap Portfolio, Alger American MidCap Growth Portfolio and Alger
American Small Capitalization Portfolio is Fred Alger Management,Inc. Alliance
Capital Management, L.P. serves as the investment adviser to the Alliance
Growth Portfolio, Alliance Growth and Income Portfolio, Alliance Premier Growth
Portfolio and Alliance Technology Portfolio of Alliance Variable Products
SeriesFund, Inc. The investment adviser for Franklin Small Cap Fund is Franklin
Advisers, Inc. The investment adviser to the Mutual Shares Securities Fund is
Franklin Mutual Advisers, LLC. Templeton Global Advisors Limited is the
investment adviser for the Templeton Growth Securites Fund. Templeton
Investment Counsel, Inc. is the investment adviser of the Templeton
International Securities Fund. Pioneer Investment Management, Inc. is the
investment adviser to the Pioneer Emerging Markets VCT Portfolio and Pioneer
Mid-Cap Value VCT Portfolio.
The fourth sentence of the first paragraph of "DELAWARE GROUP PREMIUM FUND" is
amended to read as follows:
DGPF currently has 19 investment portfolios, each issuing a series of shares
("Series"): DGPF Growth & Income Series, DGPF Devon Series, DGPF Growth
Opportunities Series, DGPF U. S. Growth Series, DGPF Select Growth Series, DGPF
Social Awareness Series, DGPF REIT Series, DGPF Small Cap Value Series, DGPF
Trend Series, DGPF Technology and Innovation Series, DGPF International Equity
Series, DGPF Emerging Markets Series, DGPF Balanced Series, DGPF Convertible
Securities Series, DGPF High Yield Series, DGPF Capital Reserves Series, DGPF
Strategic Income Series, DGPF Cash Reserve Series, and DGPF Global Bond Series.
The first sentence of the second paragraph of "DELAWARE GROUP PREMIUM FUND" is
amended to read as follows:
The investment adviser for the DGPF Growth & Income Series, DGPF Devon Series,
DGPF Growth Opportunities Series, DGPF U. S. Growth Series, DGPF Select Growth
Series, DGPF Social Awareness Series, DGPF REIT Series, DGPF Small Cap Value
Series, DGPF Trend Series, DGPF Technology and Innovation Series, DGPF Balanced
Series, DGPF Convertible Securities Series, DGPF High Yield Series, DGPF
Capital Reserves Series, DGPF Strategic Income Series, and DGPF Cash Reserve
Series is Delaware Management Company, a series of Delaware Management Business
Trust ("Delaware Management").
The following investment objective of the "DGPF Technology and Innovation
Series" is inserted as the fourth Fund summary under "INVESTMENT OBJECTIVES AND
POLICIES" of the Prospectus:
DGPF TECHNOLOGY AND INNOVATION SERIES - seeks to provide long-term
capital growth.
***
SUPPLEMENT DATED DECEMBER 27, 1999
<PAGE>
The Prospectus was previously filed in Registrant's Post-Effective Amendment
No. 2 on April 21, 2000, and is incorporated by reference herein (herein
referred to as "Prospectus B").
<PAGE>
SEPARATE ACCOUNT VA-K
DELAWARE GOLDEN MEDALLION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000
***
The first sentence of the third paragraph on page 2 under "GENERAL INFORMATION
AND HISTORY" is amended as follows:
Currently, 36 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. Nineteen
different investment series of DGPF are available under the Contract: the DGPF
Growth & Income Series, DGPF High Yield Series (formerly Delchester Series),
DGPF Capital Reserves Series, DGPF Cash Reserve Series, DGPF Growth
Opportunities Series (formerly DelCap Series), DGPF U.S. Growth Series, DGPF
Select Growth Series (formerly Aggressive Growth Series), DGPF Balanced Series
(formerly Delaware Balanced Series), DGPF Small Cap Value Series, DGPF Trend
Series, DGPF Technology and Innovation Series, DGPF Global Bond Series, DGPF
International Equity Series, DGPF Strategic Income Series, DGPF Devon Series,
DGPF Emerging Markets Series, DGPF Convertible Securities Series, DGPF REIT
Series, and DGPF Social Awareness Series. Four funds of AVIF are available
under the Contract: the AIM V.I. Growth Fund, AIM V.I. International Equity
Fund, AIM V.I. Value Fund and AIM V.I. High Yield Fund. Three portfolios of
Alger are available under the Contract: the Alger American MidCap Growth
Portfolio, Alger American Small Capitalization Portfolio and Alger American
Leveraged AllCap Portfolio. Four Alliance portfolios are available under the
Contract: the Alliance Premier Growth Portfolio, Alliance Growth and Income
Portfolio, Alliance Growth Portfolio and Alliance Technology Portfolio. Four
funds of FT VIP are available under the Contract: the Franklin Small Cap Fund,
Mutual Shares Securities Fund, Templeton Growth Securities Fund and Templeton
International Securities Fund. Two Pioneer VCT portfolios are available under
the Contract: the Pioneer Emerging Markets VCT Portfolio and Pioneer Mid-Cap
Value VCT Portfolio (together, the "Underlying Funds"). Each Underlying Fund
has its own investment objectives and certain attendant risks.
***
The notes to the financial statements of the Company as of December 31, 1999
are amended as follows:
14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT
(UNAUDITED)
During the second quarter of 2000, AFC adopted a formal company-wide
restructuring plan. This plan is the result of a corporate initiative that
began in the fall of 1999, intended to reduce expenses and enhance
<PAGE>
revenues. As a result of this restructuring plan, AFLIAC recognized a pre-tax
charge relating to one-time project costs of $4.6 million for the quarter ended
June 30, 2000.
SUPPLEMENT DATED DECEMBER 27, 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 (incorporated by reference)
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
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 and is
incorporated by reference herein. 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.
<PAGE>
(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.
EXHIBIT 4 The following documents were previously filed on June 18, 1999
in Registrant's initial Registration Statement No.
333-81281/811-6293, and are incorporated by reference herein:
<TABLE>
<S> <C>
(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).
</TABLE>
EXHIBIT 5 Application Form 10876DG was previously filed on June 18, 1999
in Registrant's initial Registration Statement No.
333-81281/811-6293, 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.
<PAGE>
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 in Registration Statement No. 333-81281/811-6293 and is
incorporated by reference herein.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) 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 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.
(b) 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 of Registration Statement No.
333-11377/811-7799, and is incorporated by reference
herein. (c) Participation Agreement with Alger was
previously filed in April 2000 in Post-Effective Amendment
No. 7 of Registration Statement No. 333-09965/811-7767,
and is incorporated by reference herein.
(d) Form of Participation Agreement with Alliance 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.
(e) Form of Participation Agreement with Franklin Templeton
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.
(f) Form of Amendment to Pioneer Participation Agreement was
previously filed in April 2000 in Post-Effective Amendment
No. 14 of Registration Statement No. 33-85916/811-8848,
and is incorporated by reference herein. Participation
Agreement with Pioneer was previously filed on April 24,
1998 in Post-Effective Amendment No. 9 of Registration
Statement No. 33-85916/811-8848, and is incorporated by
reference herein.
ITEM 25. DIRECTORS AND PRINCIPAL 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
<PAGE>
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
Charles F. Cronin Secretary (since 2000) and Counsel (since 1996) of First Allmerica;
Secretary Secretary and Counsel (since 1998) of Allmerica Financial Corporation;
Attorney (1991-1996) of Nutter, McClennen & Fish
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice President &
General Counsel Deputy 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
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of Allmerica
Chief Investment Officer Financial 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
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
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
Director (since 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.
Gregory D. Tranter Director and Vice President (since 2000) of First Allmerica; Vice President
Director and Vice President (since 1998) of The Hanover Insurance Company; Vice President (1996-1998)
of Travelers Property & Casualty; Director of Geico Team (1983-1996) of
Aetna Life & Casualty
</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
Allmerica Financial Alliance 100 North Parkway Multi-line property and casualty
Insurance Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
<PAGE>
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 440 Lincoln Street Insurance Agency
Insurance 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 200 Southbridge Parkway Insurance Agency
Agency Inc. of Alabama Suite 400
Birmingham, AL 35209
Allmerica Investments Insurance 14211 Commerce Way Insurance Agency
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
Allmerica Investment Insurance Agency Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance 631 Lakeland East Drive Insurance Agency
Agency Inc. of Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
<PAGE>
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 333 Pierce Road Multi-line property and casualty
of Illinois 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 440 Lincoln Street Life, pension, annuity, accident
Insurance Company (formerly State Worcester MA 01653 and health insurance company
Mutual Life Assurance Company of
America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
<PAGE>
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, 440 Lincoln Street Risk management services
Inc. Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 31, 2000, there were 6,267 Contract holders of qualified
Contracts and 12,837 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:
<PAGE>
- VEL Account, VEL II Account, VEL Account III, Separate Account
SPL-D, Separate Account IMO, 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, Separate Account SPVL,
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>
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
Charles F. Cronin Secretary/Clerk
Claudia J. Eckels Vice President
Philip L. Heffernan Vice President
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive Officer
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
Eric A. Simonsen Director
</TABLE>
<PAGE>
(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 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) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
(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.
<PAGE>
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 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
December, 2000.
SEPARATE ACCOUNT VA-K OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Charles F. Cronin
-----------------------------
Charles F. Cronin, 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 December 1, 2000
------------------------------------
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
------------------------------------
Robert P. Restrepo, Jr.* Director
------------------------------------
Eric A. Simonsen* Director and Vice President
------------------------------------
Gregory D. Tranter* 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 September 18, 2000 duly
executed by such persons.
/s/ Sheila B. St. Hilaire
------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-81281)
<PAGE>
EXHIBIT TABLE
Exhibit 8(e) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
