<PAGE>
File No. 33-47216
811-6632
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13
---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 15
---
Allmerica Select Separate Account of Allmerica Financial Life Insurance
-----------------------------------------------------------------------
and Annuity Company
-------------------
(Exact Name of Trust)
Allmerica Financial Life Insurance and Annuity Company
------------------------------------------------------
440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000
--------------
(Registrant's telephone number including area code)
Abigail M. Armstrong, Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, Massachusetts 01653
(Name and complete address of agent for service)
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)
___ on ( ) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a) (1)
_X_ on (February 1, 1998) pursuant to paragraph (a) (1)
___ on (date) pursuant to paragraph (a) (2) 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,
Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933. The Rule 24f-2 Notice for
the issuer's fiscal year ended December 31, 1996 was filed on February 27,
1997.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
1 Cover Page
2 Special Terms
3 Summary; Annual and Transaction Expenses
4 Condensed Financial Information; Performance
Information
5 Description of the Company, the Variable Account,
the Trust, Fidelity VIP, and T. Rowe Price
6 Charges and Deductions
7 Description of the Contract
8 Electing the Form of Annuity and the Annuity Date;
Description of Variable Annuity Option; Annuity
Benefit Payments
9 Death Benefit
10 Payments; Computation of Values; Distribution
11 Surrender; Withdrawals; Charge for Surrender and
Withdrawal; Withdrawal Without Surrender Charge;
Texas Optional Retirement Program
12 Federal Tax Considerations
13 Legal Matters
14 Statement of Additional Information - Table of Contents
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ----------------- ----------------------------------------------
15 Cover Page
16 Table of Contents
17 General Information and History
18 Services
19 Underwriters
21 Performance Information
22 Annuity Payments
23 Financial Statements
<PAGE>
This Post-effective Amendment No. 13 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 Allmerica Select Separate Account of
Allmerica Financial Life Insurance and Annuity Company dated May 1, 1997 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
as filed in Registrant's Post-effective Amendment No. 12 on April 30, 1997,
including any current supplements, is incorporated by reference herein.
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
------------------------------------------------------
SUPPLEMENT TO PROSPECTUS DATED May 1, 1997
***
Effective February 1, 1998, one additional Sub-Account will be available
under the Contract. The Sub-Account will invest exclusively in shares of the
Select Value Opportunity Fund (formerly the Small-Mid Cap Value Fund) of the
Allmerica Investment Trust. As such, the following information supplements
the corresponding sections of the Prospectus. Please consult the Prospectus
for the full text of each supplemented section.
Under "4. INVESTMENT OPTIONS" on page P-2 of the Profile, the listing of
funds is revised as follows:
Fund Investment Adviser
---- -------------------
International Funds Select International Bank of Ireland Asset
Equity Fund Management (U.S.) Limited
T. Rowe Price Rowe Price-Fleming
International Stock International, Inc.
Portfolio
Aggressive Growth Select Aggressive Growth Nicholas-Applegate Capital
Funds Fund Management, L.P.
Select Capital Janus Capital Corporation
Appreciation Fund
Select Value Opportunity Cramer Rosenthal McGlynn, LLC
Fund
Growth Funds Select Growth Fund Putnam Investment Management,
Inc.
Fidelity VIP Growth Fidelity Management and
Portfolio Research Company
Growth and Income Select Growth and Income John A. Levin & Co., Inc.
Funds Fund
Fidelity VIP Fidelity Management and
Equity-Income Portfolio Research Company
High Income Fund Fidelity VIP High Income Fidelity Management and
Portfolio Research Company
Income Fund Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Money Market Fund Allmerica Asset Management,
Inc.
Under "5. EXPENSES" in the Profile, the following is inserted into the table on
page P-3:
1
<PAGE>
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
END OF
-------
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL (1) (2)
PORTFOLIO INSURANCE CHARGES FUND EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ----------------- ------------- ------------ ------ ---------
<S> <C> <C> <C> <C> <C>
Select Value Opportunity 1.44% 0.97% 2.41% $84 $271
Fund
</TABLE>
The following is added to the list under the second paragraph of page 1 of
the Prospectus:
FUND INVESTMENT ADVISER
---- -------------------
SELECT VALUE OPPORTUNITY FUND CRAMER ROSENTHAL MCGLYNN, LLC
The definition of "UNDERLYING FUNDS (OR FUNDS)" on page 4 of the Prospectus
is revised to add "Select Value Opportunity Fund" as the sixth Fund.
The number "eleven" is changed to "twelve" in the first and second sentence
under "WHAT ARE MY INVESTMENT CHOICES?" on page 7 of the Prospectus and the
following is added as the sixth Fund in the second sentence:
- Select Value Opportunity Fund
Managed by Cramer Rosenthal McGlynn, LLC
The second paragraph under "WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS AND
HOW ARE THEY SELECTED?" on page 8 of the Prospectus is amended to read in
its entirety as follows:
Allmerica Investment Management Company, Inc. ("Manager"), an
affiliate of the Company is the investment manager of the Trust.
In addition, Rogers, Casey Sponsor Services, Inc., a wholly owned
subsidiary of RogersCasey, provides asset allocation
recommendations that may be utilized at no cost by registered
representatives who are assisting clients in developing
diversified portfolios. The Manager has entered into agreements
with investment advisers ("Sub-Advisers") selected by the Manager
and Trustees in consultation with RogersCasey. The Sub-Advisers
(other than Allmerica Asset Management, Inc.) are not affiliated
with the Company or the Trust.
The following is added to the list in the fifth paragraph under "WHO ARE THE
INVESTMENT ADVISERS OF THE FUNDS AND HOW ARE THEY SELECTED?"
SELECT VALUE OPPORTUNITY FUND CRAMER ROSENTHAL MCGLYNN, LLC
The following fee and expense information on the Select Value Opportunity
Fund is added to the Fund Expenses table on page 11 of the Prospectus:
<TABLE>
<CAPTION>
OTHER FUND
MANAGEMENT EXPENSES (AFTER ANY TOTAL FUND
FEE APPLICABLE REIMBURSEMENTS) EXPENSES
----------- --------------------------- ----------
<S> <C> <C> <C>
Select Value Opportunity Fund ** 0.85% 0.12%** 0.97%
</TABLE>
2
<PAGE>
** The Select Value Opportunity Fund was formerly known as the "Small-Mid
Cap Value Fund." Expenses shown here are the 1996 annualized expenses of
the former Small-Mid Cap Value Fund. Under the Management Agreement with
Allmerica Investment Trust, Allmerica Investment Management Company, Inc. has
declared a voluntary expense limitation of 1.25% of average daily net assets
and has agreed to limit management fees to an annual rate of 0.90% of
average daily net assets. These limitations may be terminated at any time.
The following cumulative expense information is added to Examples 1 and 2 on
pages 12 and 13 of the Prospectus:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
(1)
Select Value Opportunity Fund $84 $123 $157 $271
(2)
Select Value Opportunity Fund $24 $ 74 $127 $271
</TABLE>
"TABLE 1 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1996
(ASSUMING COMPLETE WITHDRAWALS OF THE INVESTMENT)" and "TABLE 2 AVERAGE
ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1996 (ASSUMING NO
WITHDRAWAL OF THE INVESTMENT)" are revised to add information regarding the
Select Value Opportunity Fund, formerly the Small-Mid Cap Value Fund, whose
inception date was 4/30/93:
(TABLE 1)
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF UNDERLYING FUND 12/31/96 3 YEARS 5 YEARS INCEPTION*
- ----------------------- -------- ------- ------- -----------
Select Value Opportunity Fund 20.19% 9.27% N/A 12.42%
(TABLE 2)
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF UNDERLYING FUND 12/31/96 3 YEARS 5 YEARS INCEPTION*
- ----------------------- -------- ------- ------- -----------
Select Value Opportunity Fund 26.73% 10.65% N/A 13.25%
The following summary of investment objectives and policies is added as the
sixth summary under "INVESTMENT OBJECTIVES AND POLICIES" beginning on page 18
of the Prospectus:
SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of
capital by investing primarily in a diversified portfolio of
common stocks of small and mid-size companies, whose securities
at the time of purchase are considered by the Sub-Adviser to be
undervalued. The Sub-Adviser is Cramer Rosenthal McGlynn, LLC.
The following information is added as the second to the last sentence in the
last paragraph under "INVESTMENT ADVISORY SERVICES" on page 19 and 20 of the
Prospectus:
The Manager's fee for the Select Value Opportunity
Fund, computed daily at an annual rate based on the
average daily net
3
<PAGE>
assets of the Fund, will be 1.00% for net assets up to
$100,000,000; 0.85% on the next $150,000,000; 0.80% on
the next $250,000,000; 0.75% on the next $250,000,000
and 0.70% on the remainder.
The following information is added to the Sub-Adviser fee table on page 20 of
the Prospectus:
<TABLE>
<CAPTION>
FUND SUB-ADVISER NET ASSET VALUE RATE
---- ----------- --------------- ----
<S> <C> <C> <C>
Select Value Opportunity Cramer Rosenthal McGlynn, LLC First $100 million 0.60%
Next $150 million 0.50%
Next $250 million 0.40%
Next $250 million 0.375%
Over $750 million 0.35%
</TABLE>
The following is added to the Allmerica Select Resource I expense tables in
paragraph 7 of Appendix D:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ---------
(a)
Select Value Opportunity Fund $84 $124 $158 $272
(b)
Select Value Opportunity Fund $24 $ 75 $128 $272
***
The following paragraph is added at the end of "D. TRANSFER PRIVILEGE" on
page 22 and 23 of the Prospectus:
ASSET ALLOCATION MODEL REALLOCATIONS - If an Owner
elects to follow an asset allocation strategy, the
Owner may preauthorize transfers in accordance with
the chosen strategy. The Company may provide
administrative or other support services to
independent third parties who provide
recommendations as to such allocation strategies.
However, the Company does not engage any third
parties to offer investment allocation services of
any type under this Contract, does not endorse or
review any investment allocation recommendations
made by such third parties and is not responsible
for the investment allocations and transfers
transacted on the Owner's behalf. The Company does
not charge for providing additional asset allocation
support services. Additional information concerning
asset allocation programs for which the Company is
currently providing support services may be obtained
from a registered representative or the Company.
These services may not be available in all states.
Supplement Dated February 1, 1998
4
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1997
***
The third and fourth paragraphs of page 2 under "GENERAL INFORMATION AND
HISTORY" are revised in their entirety to read as follows:
Currently, 12 Sub-Accounts of the Variable Account are available under
the Contract. Each Sub-Account invests in a corresponding investment
portfolio of Allmerica Investment Trust ("Trust"), Variable Insurance
Products Fund ("Fidelity VIP") or T. Rowe Price International Series,
Inc. ("T. Rowe Price").
The Trust, Fidelity VIP and T. Rowe Price are open-end, diversified
management investment companies. Eight different funds of the Trust
are available under the Contract: Select International Equity Fund,
Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Select Value Opportunity Fund, Select Growth Fund, Select Growth and
Income Fund, Select Income Fund and Money Market Fund. Three of the
portfolios of Fidelity VIP are available under the Contract: Fidelity
VIP High Income Portfolio, Fidelity VIP Equity-Income Portfolio and
Fidelity VIP Growth Portfolio. One portfolio of T. Rowe Price is
available under the Contract: the T. Rowe Price International Stock
Portfolio. Each Fund, Portfolio and Series available under the
Contract (together, the "Underlying Funds") has its own investment
objectives and certain attendant risks.
Footnote 14 under "Notes to Financial Statements" on page F-17 is deleted and
replaced in its entirety with the following:
14. SUBSEQUENT EVENTS (UNAUDITED)
On April 14, 1997, the Company entered into an agreement in principle
to transfer the Company's individual disability income business under
a 100% coinsurance agreement to Metropolitan Life Insurance Company.
The coinsurance agreement became effective October 1, 1997. The
transaction has resulted in the recognition of a $53.9 million pre-tax
loss in the first quarter of 1997.
In late July 1997, a lawsuit was instituted in Louisiana against
Allmerica Financial Corporation and certain of its subsidiaries,
including the Company, by individual plaintiffs alleging fraud, unfair
or deceptive acts, breach of contracts, misrepresentation and related
claims in the sale of life insurance policies. In October 1997,
plaintiffs voluntarily dismissed the Louisiana suit and refiled the
action in Federal District Court in Worcester, Massachusetts. The
plaintiffs seek to be certified as a class. The case is in
<PAGE>
the early stages of discovery and the Company is evaluating the
claims. Although the Company believes it has meritorious defenses to
plaintiffs' claims, there can be no assurance that the claims will be
resolved on a basis which is satisfactory to the Company.
Supplement Dated February 1, 1998
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and for Allmerica Select Separate Account of Allmerica
Financial Life Insurance and Annuity Company were previously filed on
April 30, 1997 in Post-effective Amendment No. 12 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 March 5, 1992 was previously filed on
April 15, 1992 in Registrant's Initial Registration
Statement and is incorporated herein by reference.
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 Form of Underwriting and Administrative Services Agreement
and Broker's Agreement were previously filed on April 15,
1992 in Registrant's Initial Registration Statement and
are incorporated herein by reference.
EXHIBIT 4 Specimen Policy Form A and Certificate and Generic Policy
Form were previously filed on April 15, 1992 in
Registrant's Initial Registration Statement and are
incorporated herein be reference. Policy Form B was
filed on May 8, 1996 in Post-Effective Amendment No. 9
and is incorporated herein by reference.
EXHIBIT 5 Specimen Generic Application Form A was previously filed on
April 15, 1992 in Registrant's Initial Registration
Statement and is incorporated herein by reference.
Specimen Application Form B was filed on May 8, 1996 in
Post-Effective Amendment No. 9 and is incorporated by
reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws, as
amended to reflect its name change was previously filed on
September 29, 1995 in Post-Effective Amendment No. 7 and is
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) AUV Calculation Services Agreement with The Shareholder
Services Group dated March 31, 1995 was previously
filed on May 1, 1995 in Post-Effective Amendment No. 6
and is incorporated by reference herein.
<PAGE>
(b) Fidelity Services Agreement was previously filed on
April 30, 1996 in Post-Effective No. 8 and is
incorporated herein by reference.
(c) An Amendment to the Fidelity Service Agreement
effective as of January 1, 1997 was filed on April 30,
1997 in Post -Effective Amendment No. 12 and is
incorporated by reference herein.
(d) A proposed form of the Fidelity Service Contract
was filed on April 30, 1997 in Post-Effective
Amendment No. 12 and is incorporated by reference
herein.
(e) A proposed form of the T. Rowe Price Agreement was
filed on April 30, 1997 in Post-Effective Amendment No.
12 and is incorporated by reference herein.
EXHIBIT 9 Consent and Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 None.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 Form of Participation Agreement between the Company
(formerly known as SMA Life) and Allmerica Investment
Trust was previously filed on April 1, 1991 in
Registration Statement No. 33-39702 and is incorporated
by reference herein. Form of Participation Agreement
between the Company and Fidelity VIP, and an Amendment
thereto, was previously filed in Post-effective
Amendment No. 6 on April 25, 1995 and are incorporated by
reference herein. Form of Participation Agreement between
the Company and T. Rowe Price International Series was
previously filed on May 1, 1995 in Post-Effective
Amendment No. 6 and on April 25, 1995 is incorporated by
reference herein.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following officers is:
440 Lincoln Street
Worcester, Massachusetts 01653
<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
------------ ---------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996;
Secretary and Counsel Counsel, First Allmerica since 1991
Robert E. Bruce Director and Chief Information Officer of First
Director Allmerica since 1997; Vice President of First Allmerica
since 1995; Corporate Manager, Digital Equipment Corporation
1979 to 1995
John P. Kavanaugh Director and Chief Investment Officer
Director, Vice President and of First Allmerica since 1996; Vice President,
Chief Investment Officer First Allmerica since 1991
John F. Kelly Director of First Allmerica since 1996;
Director, Senior Vice President and Senior Vice President, General Counsel and
General Counsel Assistant Secretary, First Allmerica since 1991
J. Barry May Director of First Allmerica since 1996; Director
Director and President, The Hanover Insurance Company since
1996; Vice President, The Hanover Insurance Company,
1993 to 1996; General Manager, The Hanover Insurance
Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996;
Director President and CEO, Citizens Insurance
Company of America since 1994; Vice President
1982 to 1994 and Chief Investment Officer, First
Allmerica 1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and
Director, Chairman of the Board, Chief Executive Officer, First Allmerica since 1989
President and Chief Executive Officer
Edward J. Parry, III Director and Chief Financial Officer of
Director, Vice President First Allmerica since 1996; Vice President
and Chief Financial Officer and Treasurer, First Allmerica since 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Director,
Allmerica Investments, Inc. since 1990; Director
and President, Allmerica Investment Management
Company, Inc. since 1990
Eric A. Simonsen Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Chief
Financial Officer, First Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1987
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<CAPTION>
<S> <C>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
________________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
40.5% |
100%
Logan Wells
Water Company,
Inc.
New Jersey
______________________________________________________________________________________________________________________
| | | | | |
59.5% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Somerset Allmerica Allmerica
Property Management Trust Square, Inc. Financial Life Institutional
& Casualty Services, Inc. Company, N.A. Insurance and Services, Inc.
Companies, Inc. Annuity Company
Federally
Delaware Delaware Chartered Massachusetts Delaware Massachusetts
|
___________________________________________________________________________
| | | |
100% 100% 100% 100%
APC The Hanover Allmerica Citizens
Funding Corp. Insurance Financial Insurance
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois
|
______________________________________________________________________________________________________________________
| | | | | |
100% 100% 100% 100% 82.5% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts
Financial Plus American Insurance Corporation Bay Insurance
Benefit Insurance Insurance Management Company
Insurance Agency, Inc. Company Company, Inc.
Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire
|
________________________________________________________
| | |
100% 100% 100%
Citizens Citizens Insurance Citizens
Insurance Company of Insurance
Company of Ohio America Company of the
Midwest
Ohio Michigan Indiana
|
_______________
100%
Citizens
Management Inc.
Michigan
July 31, 1997
<PAGE>
<CAPTION>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
______________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
|
100%
SMA
Financial Corp.
Massachusetts
|
________________________________________________________________________________________________________________________________
| | | | | | |
100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Linder Allmerica Allmerica
Investments, Investment Asset Financial Services Skokie Asset Benefits,
Inc. Management Management, Insurance Real Estate Management, Inc.
Company, Inc. Inc. Agency, Inc. Corporation Limited
Massachusetts Massachusetts Massachusetts Massachusetts Massachusetts Bermuda Florida
________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund
Massachusetts Massachusetts Massachusetts
_____________________________________
| | Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica Allmerica
Alliance Investment Trust Funds Securities
Insurance Trust
Company
Massachusetts Massachusetts Massachusetts
New Hampshire Massachusetts
|
|
100% Affiliated Management Investment Companies
Lloyd's
Credit Hanover Lloyd's
Corporation Insurance
Company
Massachusetts Texas
Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of the Hanover
Insurance Company
Beltsville
AAM High Drive
Yield Fund, Properties
L.L.C. Limited
Partnership
Massachusetts
Delaware
LLC established for the benefit of
First Allmerica, Allmerica Limited partnership involving First Allmerica, as
Financial Life, Hanover and general partner and Allmerica Financial Life as
Citizens limited partner
</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
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset 440 Lincoln Street Investment advisory services
Management Limited Worcester MA 01653
Allmerica Asset 440 Lincoln Street Investment advisory services
Management, Inc. Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index 440 Lincoln Street Massachusetts Grantor Trust
Pool Worcester MA 01653
Allmerica Financial 100 North Parkway Multi-line property and casualty
Alliance Insurance Worcester MA 01605 insurance
Company
Allmerica Financial 100 North Parkway Multi-line property and
Benefit Insurance Company Worcester MA 01605 casualty insurance
Allmerica Financial 440 Lincoln Street Holding Company
Corporation Worcester MA 01653
Allmerica Financial 440 Lincoln Street Insurance Broker
Insurance Brokers, Inc. Worcester MA 01653
Allmerica Financial 440 Lincoln Street Life insurance,
Life Insurance and Worcester MA 01653 accident and health
Annuity Company insurance, annuities,
(formerly known as SMA variable annuities and
Life Assurance Company) variable life insurance
Allmerica Financial 440 Lincoln Street Insurance Agency
Services Insurance Worcester MA 01653
Agency, Inc.
Allmerica Funding Corp. 440 Lincoln Street Special purpose
Worcester MA 01653 funding vehicle for
commercial paper
Allmerica Funds 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica, Inc. 440 Lincoln Street Common employer for
Worcester MA 01653 Allmerica Financial
Corporation entities
Allmerica Institutional 440 Lincoln Street Accounting, marketing and
Services, Inc. Worcester MA 01653 shareholder services
(formerly known as 440 for investment companies
Financial Group of
Worcester, Inc.)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Allmerica Investment 440 Lincoln Street Investment advisory
Management Company, Inc. Worcester MA 01653 services
Allmerica Investments, 440 Lincoln Street Securities, retail
Inc. Worcester MA 01653 broker-dealer
Allmerica Investment 440 Lincoln Street Investment Company
Trust Worcester MA 01653
Allmerica Plus 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Property & 440 Lincoln Street Holding Company
Casualty Companies, Worcester MA 01653
Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Allmerica Securities 440 Lincoln Street Investment Company
Trust Worcester MA 01653
Allmerica Services 440 Lincoln Street Internal administrative
Corporation Worcester MA 01653 services provider to
Allmerica Financial
Corporation entities
Allmerica Trust 440 Lincoln Street Limited purpose national
Company, N.A. Worcester MA 01653 trust company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
APC Funding Corp. 440 Lincoln Street Special purpose funding
Worcester MA 01653 vehicle for commercial paper
Beltsville Drive 440 Lincoln Street Real estate partnership
Limited Partnership Worcester MA 01653
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance 645 West Grand River Multi-line property
Company of America Howell MI 48843 and casualty insurance
Citizens Insurance 333 Pierce Road Multi-line property
Company of Illinois Itasca IL 60143 and casualty insurance
Citizens Insurance 3950 Priority Multi-line property
Company of the Midwest Way South and casualty insurance
Drive, Suite 200
Indianapolis IN 46280
Citizens Insurance 8101 N. High Street Multi-line property
Company of Ohio P.O. Box 342250 and casualty insurance
Columbus OH 43234
Citizens Management, 645 West Grand River Services management
Inc. Howell MI 48843 company
First Allmerica 440 Lincoln Street Life, pension, annuity,
Financial Life Worcester MA 01653 accident and health
Insurance Company insurance company
(formerly State Mutual
Life Assurance Company
of America)
Greendale Special 440 Lincoln Street Massachusetts
Placements Fund Worcester MA 01653 Grantor Trust
The Hanover American 100 North Parkway Multi-line property
Insurance Company Worcester MA 01605 and casualty insurance
The Hanover Insurance 100 North Parkway Multi-line property
Company Worcester MA 01605 and casualty insurance
Hanover Texas Insurance 801 East Campbell Road Attorney-in-fact for
Management Company, Inc. Richardson TX 75081 Hanover Lloyd's
Insurance Company
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Hanover Lloyd's 801 East Campbell Road Multi-line property
Insurance Company Richardson TX 75081 and casualty insurance
Linder Skokie Real 440 Lincoln Street Real estate holding
Estate Corporation Worcester MA 01653 company
Lloyds Credit 440 Lincoln Street Premium financing
Corporation Worcester MA 01653 service franchises
Logan Wells Water 603 Heron Drive Water Company
Company, Inc. Bridgeport NJ 08014 serving land development
investment
Massachusetts Bay 100 North Parkwa Multi-line property
Insurance Company Worcester MA 01605 and casualty insurance
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding
Worcester MA 01653 company
Sterling Risk 440 Lincoln Street Risk management
Management Services, Worcester MA 01653 services
Inc.
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 1, 1997, there were 9,181 Contact Owners of qualified
Contracts and 12,417 Contract Owners of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) state: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation
against all expenses actually and necessarily incurred by him in the
defense or reasonable settlement of any action, suit, or proceeding in
which he is made a party by reason of his being or having been a Director
or Officer of the Corporation, including any sums paid in settlement or to
discharge judgment, except in relation to matters as to which he shall be
finally adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duties as such Director
or Officer; and the foregoing right of indemnification or reimbursement
shall not affect any other rights to which he may be entitled under the
Articles of Incorporation, any statute, bylaw, agreement, vote of
stockholders, or otherwise.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter for
thefollowing:
-- VEL Account, VEL II Account, Inheiritage, Group VEL Account and
Allmerica Select Separate Account II, Separate Accounts VA-A,
VA-B, VA-C, VA-G, VA-H, VA-K and VA-P, Separate Account KG, KGC,
Fulcrum, and Fulcrum Variable Life of Allmerica Financial Life
Insurance and Annuity Company
<PAGE>
-- Separate Account I, Separate Accounts VA-K and VA-P, Inheiritage
Account, Allmerica Select Separate Account, VEL II Account, Group
VEL, Separate Accounts KG, KGC, Fulcrum, Fulcrum Variable Life of
First Allmerica Financial Life Insurance Company
-- Allmerica Investment Trust
(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
Abigail M. Armstrong Secretary and Counsel
Philip J. Coffey Vice President
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Thomas P. Cunningham Vice President Chief Financial Officer and
Controller
David J. Mueller Vice President
William F. Monroe, Jr. Vice President
John F. Kelly Director
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 Steinberg Senior Vice President
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.
<PAGE>
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 regulation of the Commission heretofore or hereafter
duly adopted pursuant to authority conferred in that section.
(b) The Registrant hereby undertakes to include as part of the application
to purchase a Contract a space that the applicant can check to request
a Statement of Additional Information.
(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information promptly upon written or oral request, according to the
requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
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 Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following steps in reliance on the letter:
<PAGE>
1. Appropriate disclosures regarding the redemption withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in the prospectus of each registration statement used in
connection with the offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in sales literature used in connection with the offer of
the Company's variable contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on redemption withdrawal imposed by the Program
and by Section 403(b)(11) and (ii) the investment alternatives
available under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.
Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.
<PAGE>
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 the requirements
for effectiveness of this Registration Statement and has duly caused this
Registration Statement to be signed on behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts, on the
17th day of November, 1997.
ALLMERICA SELECT SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Abigail M. Armstrong
-----------------------------------
Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
- ---------- ----- -----
/s/ John F. O'Brien Director and Chairman November 17, 1997
- --------------------------- of the Board
John F. O'Brien
/s/ Bruce C. Anderson Director
- ---------------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director
- ---------------------------
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President
- --------------------------- and Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Vice President
- --------------------------- and General Counsel
John F. Kelly
/s/ J. Barry May Director
- ---------------------------
J. Barry May
/s/ James R. McAuliffe Director
- ---------------------------
James R. McAuliffe
/s/ Edward J. Parry III Director, Vice President,
- --------------------------- Treasurer and Chief
Edward J. Parry III Financial Officer
/s/ Richard M. Reilly Director, President and
- --------------------------- Chief Executive Officer
Richard M. Reilly
/s/ Eric A. Simonsen Director and Vice President
- ---------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director
- ---------------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 9 Consent and Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
EXHIBIT 9
November 17, 1997
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: ALLMERICA SELECT SEPARATE ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
FILE #'S: 33-47216 AND 811-6632
Gentlemen:
In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for the Allmerica
Select Account on Form N-4 under the Securities Act of 1933, with respect to
the Company's qualified and non-qualified variable annuity products.
I am of the following opinion:
1. The Allmerica Select Separate Account 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 the Allmerica Select Separate Account are not chargeable
with liabilities arising out of any other business the Company may conduct.
3. The contracts, when issued in accordance with the Prospectus contained in
the Registration Statement and upon compliance with applicable local law,
will be legal and binding obligations of the Company in accordance with
their terms and when sold will be legally issued, fully paid and
non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment to the Registration Statement of the Allmerica
Select Separate Account on Form N-4 filed under the Securities Act of 1933.
Very truly yours,
/s/ Sylvia Kemp-Orino
Sylvia Kemp-Orino
Assistant Vice President and Counsel
<PAGE>
EXHIBIT 10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-effective Amendment No. 13 to the Registration
Statement on Form N-4 of our report dated February 3, 1997, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity
Company, our report dated February 5, 1996 relating to the statutory basis
financial statements of Allmerica Financial Life Insurance and Annuity
Company and our report dated March 26, 1997 relating to the financial
statements of Allmerica Select Separate Account of Allmerica Financial Life
Insurance and Annuity Company, all 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/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
November 21, 1997
