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File Number 33-71058
811-8116
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 4
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 5
Allmerica Select Separate Account of
First Allmerica Financial Life Insurance Company
(Exact Name of Trust)
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester Massachusetts 01653
(508) 855-1000
(Registrant's telephone number including area code)
Richard J. Baker, Vice President and Secretary
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653
(Name and complete address of agent for service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
----
X on April 30, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a) (1)
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on (date) pursuant to paragraph (a) (1)
----
on (date) pursuant to paragraph (a) (2) of Rule 485
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VARIABLE ANNUITY CONTRACTS
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, 1995 was filed on February 29, 1996.
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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
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<S> <C>
1................................................. Cover Page
2................................................. "Special Terms"
3................................................. "Summary"; "Annual and Transaction Expenses"
4................................................. Omitted
5................................................. "Description of First Allmerica, the Separate Account, the
Trust, VIP and T. Rowe Price"
6................................................. "Charges and Deductions:
7................................................. "Description of the Contract"
8................................................. Omitted
9................................................. "Payment on Death "
10................................................ "Purchase Payments"; "Computation of Contract Values and
Annuity Payments"
11................................................ "Surrender"; "Partial Redemption"
12................................................ "Federal Tax Considerations"
13................................................ "Legal Matters"
14................................................ "Table of Contents of the Statement of Additional Information"
Form N-4 Item No. Caption in Statement of Additional Information
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15................................................ "Cover Page"
16................................................ "Table of Contents"
17................................................ "General Information and History"
18................................................ "Services"
19................................................ "Underwriters"
20................................................ "Underwriters"
21................................................ "Performance Information"
22................................................ "Annuity Payments"
23................................................ "Financial Statements"
</TABLE>
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GROUP VARIABLE ANNUITY CONTRACTS
FUNDED THROUGH
ALLMERICA SELECT SEPARATE ACCOUNT
This Prospectus describes group variable annuity contracts including
certificates issued thereunder ("Contracts") offered by First Allmerica
Financial Life Insurance Company ("First Allmerica"). The Contracts are funded
through First Allmerica's Allmerica Select Separate Account, which invests in
shares of Allmerica Investment Trust ("Trust"), Variable Insurance Products Fund
("VIP") and T. Rowe Price International Series, Inc. ("T. Rowe"). The following
investment portfolios are available under the Contracts:
Select International Equity Fund
T. Rowe Price's International Stock Portfolio
Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Growth Fund
Fidelity's Growth Portfolio
Select Growth and Income Fund
Fidelity's Equity-Income Portfolio
Fidelity's High Income Portfolio
Select Income Fund
Money Market Fund
The "SUMMARY" that follows provides basic information about the Contracts. More
detailed information can be found under the captions in the Prospectus. This
Prospectus generally describes only variable accumulation and variable annuity
features of the Contracts, except where fixed values or fixed annuity payments
are specifically mentioned.
Additional information is contained in a Statement of Additional Information
dated April 30, 1996 ("SAI"), filed with the Securities and Exchange Commission
and incorporated herein by reference. The Table of Contents of the SAI is on
page 8 of this Prospectus. The SAI is available upon request and without
charge through Allmerica Investments, Inc., 440 Lincoln Street, Worcester,
Massachusetts 01653, 508-855-3590.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND AND T. ROWE PRICE
INTERNATIONAL SERIES, INC. FIDELITY'S HIGH INCOME PORTFOLIO INVESTS IN HIGHER
YIELDING, LOWER RATED DEBT SECURITIES (SEE "INVESTMENT OBJECTIVES AND POLICIES"
IN THIS PROSPECTUS). INVESTORS SHOULD RETAIN A COPY OF THIS PROSPECTUS FOR
FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ALLMERICA SELECT VARIABLE ANNUITY CONTRACTS ("CONTRACTS") ARE OBLIGATIONS
OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND ARE DISTRIBUTED
BY ALLMERICA INVESTMENTS, INC. THE CONTRACTS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR CREDIT UNION.
THE
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CONTRACTS ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC), OR ANY OTHER FEDERAL AGENCY. INVESTMENTS IN THE CONTRACTS
ARE SUBJECT TO VARIOUS RISKS, INCLUDING THE FLUCTUATION OF VALUE AND POSSIBLE
LOSS OF PRINCIPAL.
APRIL 30, 1996
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SUMMARY
WHAT IS THE ALLMERICA SELECT VARIABLE ANNUITY?
The Allmerica Select variable annuity contract ("Contract") is designed to help
you accumulate assets for your retirement or other important financial goals on
a tax-deferred basis. The Contract combines the concept of professional money
management with the attributes of an annuity contract. Features available
through the Contract include:
o A customized investment portfolio
o Experienced professional investment advisers
o Tax deferral on earnings
o Guarantees that can protect your family during the accumulation phase
o Income that can be guaranteed for life
The Contract has two phases, an accumulation phase and an annuity phase. During
the accumulation phase, your initial purchase payment and any additional
purchase payments you choose to make are allocated to the combination of
portfolios of securities ("Funds") you have selected under your Contract. Your
Contract's accumulated value is based on the investment performance of the
Funds. No income taxes are paid on any earnings under the Contract unless and
until accumulated values are withdrawn.
During the annuity phase, the Annuitant can receive income based on several
annuity plans. These plans include payment over a period of years or for the
rest of the Annuitant's life.
The Accumulation Phase
During the accumulation phase, you select the Funds most appropriate for your
investment needs. Each Fund is professionally advised by an investment adviser
with experience managing the types of investments in the Fund. All investment
gains or losses will be reflected in the accumulated value under your Contract.
The accumulation phase provides certain protection and guarantees for the
beneficiary if the Annuitant should die before the annuity phase begins. See
discussion below under "What happens upon death during the accumulation phase?"
The Annuity Phase
You choose the annuity plan and the date for the annuity phase to begin. Annuity
payments may be on a variable basis (dependent upon the performance of the
Funds) or on a fixed basis (with payment amounts guaranteed). Among the income
options available during the annuity phase are:
o Lump sum
o At regular intervals over a specified number of years; or
o At regular intervals for the rest of the Annuitant's life, regardless
of how long he or she lives.
WHO ARE THE KEY PERSONS UNDER THE CONTRACT?
The Contract is between you and us - First Allmerica Financial Life Insurance
Company ("First Allmerica"). Each Contract has a Contract Owner, an Annuitant
and a beneficiary. As Contract Owner, you make purchase payments, choose
investment allocations and select the Annuitant and beneficiary. The Annuitant
is the individual to receive annuity payments under the Contract. The
beneficiary is the person who receives any payment on death of the Contract
Owner or Annuitant.
CAN I EXAMINE THE CONTRACT?
Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to First Allmerica during the first 10 days from the date you
received it, the Contract will be canceled. You will incur no fees to cancel and
will be entitled to the greater of (1) your entire purchase payment, or (2) the
accumulated value of the Contract plus any amounts deducted under the Contract
or by the Funds for taxes, charges or fees. See "RIGHT TO REVOKE CONTRACT."
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WHAT ARE MY INVESTMENT CHOICES?
You have a choice of eleven Funds:
o Select International Equity Fund
Managed by Bank of Ireland Asset Management Limited
o T. Rowe Price's International Stock Portfolio
Managed by Rowe Price-Fleming International, Inc.
o Select Aggressive Growth Fund
Managed by Nicholas-Applegate Capital Management
o Select Capital Appreciation Fund
Managed by Janus Capital Corporation
o Select Growth Fund
Managed by United Asset Management Corporation
o Fidelity's Growth Portfolio
Managed by Fidelity Management & Research Company
o Select Growth and Income Fund
Managed by John A. Levin & Co., Inc.
o Fidelity's Equity-Income Portfolio
Managed by Fidelity Management & Research Company
o Fidelity's High Income Portfolio
Managed by Fidelity Management & Research Company
o Select Income Fund
Managed by Standish, Ayer & Wood, Inc.
o Money Market Fund
Managed by Allmerica Asset Management, Inc.
This range of investment choices enables you to allocate your money among the
Funds to meet your particular investment needs. Because of your free-look right
under the Contract (see "RIGHT TO REVOKE CONTRACT"), for the first 14 days
following the date of issue, all Fund investments will be allocated to the Money
Market Fund. Thereafter, all amounts will be allocated according to your
investment choices. For a more detailed description of the Funds, see "ALLMERICA
INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND AND T. ROWE PRICE
INTERNATIONAL SERIES, INC." and "INVESTMENT OBJECTIVES AND POLICIES."
First Allmerica also offers a guaranteed account ("Fixed Account"). The Fixed
Account is part of the General Account of First Allmerica and provides
guarantees of principal and a fixed interest rate. See APPENDIX A, "MORE
INFORMATION ABOUT THE FIXED ACCOUNT."
WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?
Allmerica Investment Management Company, Inc. ("Manager") is the investment
manager of Allmerica Investment Trust and handles the day-to-day affairs of the
Trust. The Manager has entered into agreements with experienced investment
advisers ("Sub-Advisers"), who will manage the investments of the Funds. The
Sub-Advisers for the Funds, except for the Money Market Fund, are independent
and have been selected by the Manager in consultation with Rogers Casey &
Associates, a leading pension consulting firm. Rogers Casey & Associates
provides consulting services to pension plans representing over $___ billion in
total assets and, in its consulting capacity, monitors the investment
performance of over 1,000 investment advisers. Each independent Sub-Adviser was
selected by the Manager on the basis of strict objective and qualitative
criteria, with special emphasis on the Sub-Adviser's record in managing similar
portfolios. For the Money Market Fund, the Sub- Adviser is Allmerica Asset
Management, Inc., an indirect wholly owned subsidiary of First Allmerica. See
"INVESTMENT ADVISORY SERVICES TO THE TRUST."
Fidelity Management & Research Company ("Fidelity Management") is the investment
manager of VIP. Fidelity Management, a registered investment adviser under the
Investment Advisers Act of 1940, is one of America's largest investment
management organizations and has its principal business address at 82 Devonshire
Street, Boston MA. It is composed of a number of different companies, which
provide a variety of financial services and products. Fidelity Management is the
original Fidelity company, founded in 1946. It provides a number of mutual funds
and other clients with investment research and portfolio management services.
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Rowe Price-Fleming International, Inc. ("Price-Fleming") is the
investment manager of T. Rowe. Price-Fleming, founded in 1979 as a joint
venture between T. Rowe Price Associates, Inc. and Robert Fleming
Holdings, Limited, is one of America's largest international mutual
fund asset managers with approximately $20 billion under management in its
offices in Baltimore, London, Tokyo and Hong Kong.
CAN I MAKE TRANSFERS AMONG THE FUNDS?
Yes. You may transfer among the Funds, subject to certain limits. You will incur
no current taxes on transfers while your money remains in the Contract. See
"TRANSFER PRIVILEGE."
HOW MUCH CAN I INVEST AND HOW OFTEN?
The number and frequency of your purchase payments are flexible, subject to the
minimum and maximum purchase payments stated in "PURCHASE PAYMENTS."
WHAT IF I NEED MY MONEY BEFORE MY ANNUITY PHASE BEGINS?
You may surrender your Contract or make partial withdrawals any time before your
annuity phase begins, subject to the restrictions discussed in "SURRENDER" and
"PARTIAL REDEMPTION." Certain charges may apply, see "CHARGES AND DEDUCTIONS,"
and there may be a tax-penalty assessed under the Internal Revenue Code. See
"FEDERAL TAX CONSEQUENCES."
WHAT HAPPENS UPON DEATH DURING MY ACCUMULATION PHASE?
If the Annuitant dies during the accumulation phase and the Contract is not
continued (see "THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY"), the
beneficiary will receive the greatest of:
o Your total purchase payments under the Contract less any withdrawals
you may have made;
o The then current value of your Contract; or
o The amount that would have been payable on death of the Annuitant at
the most recent fifth Contract anniversary, adjusted to reflect new
purchase payments or withdrawals since that date.
If the Contract Owner dies before the Annuitant, the beneficiary will receive
the accumulated value of the Contract. See "PAYMENT ON DEATH."
WHAT ARE MY ANNUITY OPTIONS UNDER THE CONTRACT?
You may choose variable annuity payments based on the investment performance of
certain Funds, fixed-amount annuity payments, or a combination of fixed-amount
and variable annuity payments. Fixed-amount payments are guaranteed by First
Allmerica. See "DESCRIPTION OF THE CONTRACT" for information about annuity
payment options, selecting the Annuity Date, and how annuity payments are
calculated.
WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?
At each Contract anniversary and upon surrender, First Allmerica will deduct a
$30 Contract Fee from your Contract. First Allmerica reserves the right to waive
the Contract Fee for Contracts issued to a Trustee of a 401(k) plan or
qualifying under Section 403(b) of the Internal Revenue Code.
Should you decide to surrender your Contract, make partial withdrawals, or
receive payments under certain annuity options, you may be subject to a
contingent deferred sales charge. This charge will be between 1% and 6.5% of
purchase payments withdrawn, based on when the purchase payments were made.
A deduction for state and local premium taxes, if any, may be made as described
under "PREMIUM TAXES."
Currently, the first twelve transfers you make in a Contract year among Fund or
Fixed Account allocations will be free. There will be a charge of $25 for
additional transfers. First Allmerica may limit the number of free transfers and
the number of total transfers in a Contract year to six.
First Allmerica will deduct a daily Mortality and Expense Risk Charge and
Administrative Expense Charge equal to 1.25% and 0.15%, respectively, of the
average daily net assets invested in each Fund.
The Funds will incur certain management fees and expenses which are more fully
described in "OTHER CHARGES" and in the prospectus of the Funds, which
accompanies this Prospectus.
For more information, see "CHARGES AND DEDUCTIONS."
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CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?
There are several changes you can make after receiving your Contract:
o You may assign your ownership to someone else, except under certain
qualified plans.
o You may change the beneficiary, unless you have designated a
beneficiary irrevocably.
o You may change the allocation of purchase payments, with no tax
consequences under current law.
o You may make transfers of Contract value among your current
investments, subject to then current rules.
o You may cancel your Contract within 10 days of delivery, as discussed
above.
o You may select the form and timing of annuity payments.
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<PAGE>
TABLE OF CONTENTS
SPECIAL TERMS................................................................ 9
ANNUAL AND TRANSACTION EXPENSES.............................................. 10
RIGHT TO REVOKE CONTRACT .................................................... 12
DESCRIPTION OF FIRST ALLMERICA, THE SEPARATE ACCOUNT, THE TRUST,
VIP AND T. ROWE PRICE........................................................ 12
FIRST ALLMERICA............................................................ 13
ALLMERICA SELECT SEPARATE ACCOUNT.......................................... 13
THE TRUST.................................................................. 13
VIP........................................................................ 13
T. ROWE PRICE.............................................................. 13
INVESTMENT OBJECTIVES AND POLICIES......................................... 13
INVESTMENT ADVISORY SERVICES TO THE TRUST.................................. 14
INVESTMENT ADVISORY SERVICES TO VIP........................................ 15
INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE.............................. 16
CHARGES AND DEDUCTIONS ...................................................... 16
CONTINGENT DEFERRED SALES CHARGE........................................... 16
CONTRACT FEE............................................................... 18
ANNUAL CHARGES AGAINST SEPARATE ACCOUNT.................................... 18
TRANSFER CHARGE............................................................ 19
PREMIUM TAXES.............................................................. 19
OTHER CHARGES.............................................................. 19
DESCRIPTION OF THE CONTRACT................................................ 19
PURCHASE PAYMENTS.......................................................... 19
TRANSFER PRIVILEGE......................................................... 20
SURRENDER.................................................................. 20
PARTIAL REDEMPTION......................................................... 21
LIFE EXPECTANCY DISTRIBUTION .............................................. 21
PAYMENT ON DEATH .......................................................... 22
THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY............................ 22
ASSIGNMENT................................................................. 22
ELECTING THE FORM OF ANNUITY AND THE ANNUITY DATE.......................... 22
DESCRIPTION OF VARIABLE ANNUITY OPTIONS.................................... 23
COMPUTATION OF CONTRACT VALUES AND ANNUITY PAYMENTS........................ 24
FEDERAL TAX CONSIDERATIONS................................................... 25
VOTING RIGHTS................................................................ 29
DISTRIBUTION ................................................................ 29
REPORTS...................................................................... 30
PERFORMANCE INFORMATION...................................................... 30
CHANGES IN OPERATION OF THE SEPARATE ACCOUNT ................................ 30
LEGAL MATTERS................................................................ 31
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS............................ 31
FURTHER INFORMATION.......................................................... 31
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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION................. 32
APPENDIX A - MORE INFORMATION ABOUT THE FIXED ACCOUNT........................ 33
APPENDIX B - EXCHANGE OFFER.................................................. 33
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SPECIAL TERMS
Contract Owner: the person who may exercise all rights under the Contract,
subject to the consent of any irrevocable beneficiary. "You" in this Prospectus
refers to the Contract Owner. After the Annuity Date, the Annuitant will be the
Contract Owner.
Annuitant: the individual (1) to receive annuity payments under your Contract,
(2) on whose life the continuation of annuity payments may depend, and (3) on
whose death prior to the Annuity Date the beneficiary may receive payment.
Funds: the following investment portfolios of Allmerica Investment Trust: the
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund, Select
Income Fund and Money Market Fund; the following investment portfolios of
Variable Insurance Products Fund: Growth Portfolio, Equity-Income Portfolio and
High Income Portfolio; and the International Stock Portfolio of T. Rowe Price
International Series, Inc. First Allmerica may designate additional eligible
mutual fund investments as Funds.
Separate Account: Allmerica Select Separate Account, a separate investment
account of First Allmerica.
Sub-Account: a subdivision of the Separate Account investing exclusively in the
shares of a given Fund.
General Account: all the assets of First Allmerica other than those held in a
separate investment account.
Accumulated Value: the total value of your Contract, including your interest in
the Separate Account and in the Fixed Account, before annuity payments begin.
Surrender Value: the Accumulated Value of the Contract minus the Contract Fee
and any applicable contingent deferred sales charge.
Accumulation Unit: a measure of your interest in a Sub-Account before annuity
payments begin.
Annuity Unit: a measure of the value of variable annuity payments under the
Contract.
Annuity Date: the date on which annuity payments are to start.
Variable Annuity: an annuity providing for payments that vary in amount with the
investment experience of certain Funds.
Fixed Annuity: an annuity providing for annuity payments that remain fixed in
amount.
Valuation Date: any day on which the net asset value of the shares of any Funds
and Accumulation Unit and Annuity Unit values of any Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no purchase payment, partial withdrawal, or surrender of a Contract
was received) when there is a sufficient degree of trading in a Fund's portfolio
securities such that the current net asset value of the Sub-Accounts may be
materially affected.
Valuation Period: the interval between two consecutive Valuation Dates.
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ANNUAL AND TRANSACTION EXPENSES
The following tables show charges under your Contract, expenses of the
Sub-Accounts, and expenses of the Funds. In addition to the charges and expenses
described below, premium taxes are applicable in some states and deducted as
described under "PREMIUM TAXES."
<TABLE>
<CAPTION>
Years from
Contract Charges date of Payment Charge
--------------- ------
<S> <C> <C>
- -Contingent Deferred Sales Charge:
This charge may be assessed upon surrender, redemption or, 0-1 6.5%
in some cases, annuitization 2 6.0%
under a period certain option. The charge is a percentage of 3 5.0%
purchase payments applied to the amount surrendered (in 4 4.0%
excess of any amount that is free of charge) within the 5 3.0%
indicated time 6 2.0%
periods. 7 1.0%
- -Transfer Charge:
This charge is currently imposed for transfers in excess of $25 twelve
transfers in a Contract year.
(First Allmerica may limit the number of free transfers in a Contract year to
six.)
- -Contract Fee:
The Fee is deducted annually and upon $30 surrender, prior to the annuity
date.
Sub-Account Expenses
(on annual basis as percentage of average daily net assets)
- -Mortality and Expense Risk Charge: 1.25%
- -Administrative Expense Charge: 0.15%
----
Total Asset Charge: 1.40%
</TABLE>
<TABLE>
<CAPTION>
Fund Expenses
(on annual basis as percentage of average daily net assets)
Management Other Fund Total Fund
Fund Fee Expenses Expenses
- ---- ----- --------- ---------
<S> <C> <C> <C>
Select International Equity Fund................ 1.00% 0.24% 1.24%
T. Rowe Price International Stock Portfolio..... 1.05% 0.00% 1.05%
Select Aggressive Growth Fund................... 1.00% 0.09% 1.09%*
Select Capital Appreciation Fund................ 0.93% 0.42% 1.35%*
Select Growth Fund............................... 0.85% 0.12% 0.97%
Fidelity's Growth Fund.......................... 0.61% 0.09% 0.70%
Select Growth and Income Fund................... 0.75% 0.10% 0.85%
Fidelity's Equity-Income Portfolio.............. 0.51% 0.10% 0.61%
Fidelity's High Income Portfolio................ 0.60% 0.11% 0.71%+
Select Income Fund.............................. 0.59% 0.20% 0.79%*
Money Market Fund............................... 0.29% 0.07% 0.36%
</TABLE>
*Under the Management Agreement with Allmerica Investment Trust, Allmerica
Investment Management Company, Inc. ("Manager") has declared a voluntary expense
limitation of 1.50% of average net assets for the Select International Equity
Fund, 1.35% for the Select Aggressive Growth Fund, 1.20% for the Select Growth
Fund, 1.10% for the Select Growth and Income Fund, 1.00% for the Select Income
Fund, and 0.60% for the Money Market Fund. Without the effect of the
expense limitation, in 1995 the total operation expenses of the Select Capital
Appreciation Fund would have been 1.42%.
+A portion of the brokerage commissions the Portfolio paid was used to reduce
the expenses. Without this reduction, total operating expenses would have been
0.60% for the Equity-Income Portfolio and 0.70% for the Growth Portfolio.
For the year ended December 31, 1995, Allmerica Investment voluntarily agreed
to reimburse the Select Capital Appreciation Fund in the amount of $8,520.
The following examples demonstrate the cumulative expenses which would be paid
by the Contract Owner at 1-year, 3-year, 5- year and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5%
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annual return on assets, as required by rules of the Securities and Exchange
Commission. Because the expenses of the Funds differ, separate examples are used
to illustrate the expenses incurred by a Contract Owner on an investment in the
various Sub-Accounts.
The information given under the following examples should not be considered a
representation of past or future expenses. Actual expenses may be greater or
lesser than those shown.
(a) If, at the end of the applicable period, you surrender your Contract or
annuitize* under a variable period certain option of less than ten years or any
fixed period certain option, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Select International Equity Fund................. $89 $137 $183 $329
T. Rowe Price International Stock Portfolio...... $84 $124 $161 $286
Select Aggressive Growth Fund.................... $85 $127 $167 $297
Select Capital Appreciation Fund................. $87 $133 $176 $315
Select Growth Fund............................... $84 $123 $160 $284
Fidelity's Growth Fund........................... $81 $113 $144 $250
Select Growth and Income Fund.................... $83 $120 $154 $272
Fidelity's Equity-Income Portfolio............... $80 $110 $138 $239
Fidelity's High Income Portfolio................. $81 $114 $145 $252
Select Income Fund............................... $82 $117 $151 $265
Money Market Fund................................ $78 $106 $131 $226
</TABLE>
(b) If, at the end of the applicable time period, you annuitize* under a life
option or a variable period certain option of ten years or longer, or if you do
not surrender or annuitize your Contract, you would pay the following expenses
on a $1,000 investment, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Select International Equity Fund................. $30 $92 $157 $329
T. Rowe Price International Stock Portfolio...... $26 $79 $135 $286
Select Aggressive Growth Fund.................... $27 $82 $140 $297
Select Capital Appreciation Fund................. $29 $88 $149 $315
Select Growth Fund............................... $26 $78 $134 $284
Fidelity's Growth Fund........................... $22 $68 $117 $250
Select Growth and Income Fund.................... $24 $75 $128 $272
Fidelity's Equity-Income Portfolio............... $21 $65 $111 $239
Fidelity's High Income Portfolio................. $22 $69 $118 $252
Select Income Fund............................... $24 $72 $124 $265
Money Market Fund................................ $20 $61 $105 $226
</TABLE>
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As required in rules promulgated under the 1940 Act, the Contract Fee is
reflected in the examples by a method to show the "average" impact on an
investment in the Separate Account. The total Contract Fees collected are
divided by the total average net assets attributable to the Contracts. The
resulting percentage is 0.075%, and the amount of the Contract Fee is assumed to
be $.75 in the examples.
* The Contract Fee is not deducted after annuitization. No contingent
deferred sales charge is assessed at the time of annuitization under an
option including a life contingency or under a variable period certain
option of ten years or longer.
CONDENSED FINANCIAL INFORMATION
First Allmerica Financial Life Insurance Company
Allmerica Select Separate Account
1995 1994
---- ----
Select Aggressive Growth
Unit Value:
Beginning of Period 1.000 1.000
End of Period 1.305 1.000
Number of Units Outstanding at End 2,393 958
of Period (in thousands)
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1995 1994
---- ----
Select Growth
Unit Value:
Beginning of Period 1.032 1.000
End of Period 1.269 1.032
Number of Units Outstanding at End 2,177 756
of Period (in thousands)
Select Growth & Income
Unit Value:
Beginning of Period 1.030 1.000
End of Period 1.324 1.030
Number of Units Outstanding at End 3,673 1,724
of Period (in thousands)
Select Income
Unit Value:
Beginning of Period 0.993 1.000
End of Period 1.146 0.993
Number of Units Outstanding at End 4,114 1,916
of Period (in thousands)
Money Market
Unit Value:
Beginning of Period 1.021 1.000
End of Period 1.065 1.020
Number of Units Outstanding at End 4,027 2,085
of Period (in thousands)
Select International Equity
Unit Value:
Beginning of Period 0.956 1.000
End of Period 1.128 0.956
Number of Units Outstanding at End 1,900 695
of Period (in thousands)
Select Capital Appreciation Fund
Unit Value:
Beginning of Period 1.000 N/A
End of Period 1.383
Number of Units Outstanding at End 391
of Period (in thousands)
VIP High Income Fund
Unit Value:
Beginning of Period 1.000 N/A
End of Period 1.096
Number of Units Outstanding at End 273
of Period (in thousands)
VIP Equity Income Fund
Unit Value:
Beginning of Period 1.000 N/A
End of Period 1.191
Number of Units Outstanding at End 429
of Period (in thousands)
VIP Growth Fund
Unit Value:
Beginning of Period 1.000 N/A
End of Period 1.235
Number of Units Outstanding at End 262
of Period (in thousands)
T. Rowe Price International Stock
Unit Value:
Beginning of Period 1.000 N/A
End of Period 1.065
Number of Units Outstanding at End 265
of Period (in thousands)
RIGHT TO REVOKE CONTRACT
The Contract may be revoked at any time between the date of the application and
the date 10 days (or longer if required under state law) after receipt of the
Contract. In order to revoke the Contract, the Contract Owner must mail or
deliver the Contract (if it has already been received), to the principal office
of First Allmerica at 440 Lincoln Street, Worcester, Massachusetts 01653, or to
a First Allmerica agent. Mailing or delivery must occur on or before 10 days
after receipt of the Contract for revocation to be effective.
Within seven days, First Allmerica will return the greater of (1) the entire
purchase payment, or (2) the Accumulated Value plus any amounts deducted under
the Contract or by the Trust, VIP or T. Rowe Price for taxes, charges or fees.
The liability of the Separate Account under this provision is limited to the
Contract Owner's Accumulated Value in the Separate Account on the date of
cancellation. Any additional amounts refunded to the Contract Owner will be paid
by First Allmerica.
The refund of any purchase payment made by check may be delayed until the check
has cleared the Contract Owner's bank.
DESCRIPTION OF FIRST ALLMERICA, THE SEPARATE ACCOUNT,
THE TRUST, VIP AND T. ROWE PRICE
FIRST ALLMERICA. First Allmerica Financial Life Insurance Company ("First
Allmerica"), organized under the laws of Massachusetts in 1844, is the fifth
oldest life insurance company in America. As of December 31, 1995, First
Allmerica and its subsidiaries had over $11 billion in combined assets and over
$35.2 billion of life insurance in force.
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<PAGE>
THE COMPANY - The Company organized under the laws of Massachusetts in 1844,
is the fifth oldest life insurance company in America. As of December 31,
1995, the company and its subsidiaries had over $5 billion in combined assets
and over $18 billion of life insurance in force. Effective October 16, 1995,
the Company converted from a mutual life insurance company known as State
Mutual Life Assurance Company of America to a stock life insurance
company and adopted its present name. The Company is a wholly-owned
subsidiary of Allmerica Financial Corporation ("AFC"). The Company's
principal office is located at 440 Lincoln Street, Worcester, Massachusetts
01653, telephone 508-855-1000 ("Principal Office")
The Company is subject to the laws of the Commonwealth of Massachusetts
governing insurance companies and to regulation by the Commissioner of Insurance
of Massachusetts. In addition, the Company is subject to the insurance laws and
regulations of other states and jurisdictions in which it is licensed to
operate.
ALLMERICA SELECT SEPARATE ACCOUNT. Allmerica Select Separate Account ("Separate
Account") is a separate investment account of First Allmerica with eleven
Sub-Accounts. The assets used to fund the variable portions of the Contracts are
set aside in Sub-Accounts kept separate from the general assets of First
Allmerica. Each Sub-Account is administered and accounted for as part of the
general business of First Allmerica. However, the income, capital gains, or
capital losses of each Sub-Account are allocated to each Sub-Account, without
regard to any other income, capital gains, or capital losses of First Allmerica.
Under Massachusetts law, the assets of the Separate Account may not be charged
with any liabilities arising out of any other business of First Allmerica.
The Separate Account was authorized pursuant to a vote of the Board of Directors
of First Allmerica on August 20, 1991. The Separate Account meets the definition
of "separate account" under federal securities laws and is registered with the
Securities and Exchange Commission ("SEC") as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act"). This registration does not involve
the supervision of management or investment practices or policies of the
Separate Account or First Allmerica by the SEC.
First Allmerica reserves the right, subject to compliance with applicable law,
to change the names of the Separate Account and the Sub-Accounts.
THE TRUST. The Trust is an open-end, diversified management investment company
registered with the SEC under the 1940 Act. This registration does not involve
supervision by the SEC of the investments or investment policy of the Trust or
its separate investment Funds.
The Trust was established as a Massachusetts business trust on October 11, 1984,
for the purpose of providing a vehicle for the investment of assets of various
separate accounts established by First Allmerica or other affiliated insurance
companies. Shares of the Trust are not offered to the general public but solely
to such separate accounts. Seven different investment portfolios of the Trust
are available under the Contracts, each issuing a series of shares: the Select
International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund, Select
Income Fund and Money Market Fund ("Funds"). The assets of each Fund are held
separate from the assets of the other Funds. Each Fund operates as a separate
investment vehicle and the income or losses of one Fund have no effect on the
investment performance of another Fund. Dividends or capital gains distributions
received from a Fund are reinvested in additional shares of that Fund, which are
retained as assets of the corresponding Sub-Account.
Allmerica Investment Management Company, Inc. ("Manager") serves as investment
manager of the Trust. The Manager has entered into sub-advisory agreements with
other investment managers ("Sub-Advisers"), who manage the investments of the
Funds. See "INVESTMENT ADVISORY SERVICES TO THE TRUST."
VIP. VIP, managed by Fidelity Management & Research Company ("Fidelity
Management"), is an open-end, diversified, management investment company
organized as a Massachusetts business trust on November 13, 1981 and registered
with the Commission under the 1940 Act. Three of its investment portfolios are
available under the Contracts: Growth Portfolio, Equity-Income Portfolio and
High Income Portfolio.
T. ROWE PRICE. T. Rowe Price, managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the Commission
under the 1940 Act. One of its investment portfolios is available under the
Contracts: the T. Rowe Price International Stock Portfolio.
INVESTMENT OBJECTIVES AND POLICIES. A summary of investment objectives of
each of the Funds is set forth below. More detailed information regarding the
investment objectives, restrictions and risks, expenses paid by the Funds,
and other relevant information regarding the Funds may be found in the
prospectuses of the Trust, VIP and T. Rowe Price which accompany this
Prospectus and should be read carefully before investing. Also, the Statements
of Additional Information of the Funds are available upon request. There can
be no assurance that the investment objectives of the Funds can be achieved
or that the value of a Contract will equal or exceed the aggregate amount of
the purchase payments made under the Contract.
Select International Equity Fund seeks maximum long-term total return (capital
appreciation and income) primarily by investing in common stocks of established
non-U.S. companies. The Sub-Adviser for the Select International Equity Fund is
Bank of Ireland Asset Management Limited.
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<PAGE>
T. Rowe Price's International Stock Portfolio seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies.
Select Aggressive Growth Fund seeks above-average capital appreciation by
investing primarily in common stocks of companies that are believed to have
significant potential for capital appreciation. The Sub-Adviser for the Select
Aggressive Growth Fund is Nicholas-Applegate Capital Management.
Select Capital Appreciation Fund seeks long-term growth of capital in a manner
consistent with the preservation of capital. Realization of income is not a
significant investment consideration and any income realized on the Fund's
investments will be incidental to its primary objective. The Fund will invest
primarily in common stock of industries and companies which are experiencing
favorable demand for their products and services, and which operate in a
favorable competitive environment and regulatory climate. The Sub-Adviser for
the Select Capital Appreciation Fund is Janus Capital Corporation.
Select Growth Fund seeks to achieve growth of capital by investing in a
diversified portfolio consisting primarily of common stocks selected for their
long-term growth potential. The Sub-Adviser for the Select Growth Fund is United
Asset Management Corporation.
Fidelity's Growth Portfolio seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
Select Growth and Income Fund seeks a combination of long-term growth of capital
and current income. The fund will invest primarily in dividend-paying common
stocks and securities convertible into common stocks. The Sub-Adviser for the
Select Growth and Income Fund is John A. Levin & Co., Inc.
Fidelity's Equity-Income Portfolio seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's 500 Composite Stock Price Index. The
Portfolio may invest in high yielding, lower-rated securities (commonly referred
to as "junk bonds") which are subject to greater risk than investments in
higher-rated securities. For a further discussion of lower-rated securities,
please see "Risks of Lower-Rated Debt Securities" in the VIP prospectus.
Fidelity's High Income Portfolio seeks to obtain a high level of current income
by investing primarily in high-yielding, lower-rated fixed-income securities
(commonly referred to as "junk bonds"), while also considering growth of
capital. These securities are often considered to be speculative and involve
greater risk of default or price changes than securities assigned a high quality
rating. For more information about these lower-rated securities, see "Risks of
Lower-Rated Debt Securities" in the VIP prospectus.
Select Income Fund seeks a high level of current income. The fund will invest
primarily in investment grade, fixed-income securities. The Sub-Adviser for the
Select Income Fund is Standish, Ayer & Wood, Inc.
Money Market Fund seeks to obtain maximum current income consistent with the
preservation of capital and liquidity. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Money Market Fund.
If there is a material change in the investment policy of a Fund, the Contract
Owner will be notified of the change. No material changes in the investment
policy of the Separate Account or any Sub-Accounts will be made without approval
pursuant to the applicable state insurance laws. If the Contract Owner has
Accumulated Value allocated to that Fund, he or she may have the Accumulated
Value reallocated without charge to another Fund or to the Fixed Account, where
available, on written request received by First Allmerica within sixty (60) days
of the later of (1) the effective date of such change in the investment policy
or (2) the receipt of the notice of the Contract Owner's right to transfer.
INVESTMENT ADVISORY SERVICES TO THE TRUST. The overall responsibility for the
supervision of the affairs of the Trust vests in the Trustees. The Trust has
entered into a Management Agreement with Allmerica Investment Management
Company, Inc. ("Manager"), an indirectly wholly-owned subsidiary of First
Allmerica, to handle the day-to-day affairs of the Trust. The Manager, subject
to review by the Trustees, is responsible for the general management of the
Funds. The Manager is also obligated to perform certain administrative and
management services for the Trust, furnishes to the Trust all necessary office
space, facilities and equipment, and pays the compensation, if any, of officers
and Trustees who are affiliated with the Manager.
Other than the expenses specifically assumed by the Manager under the Management
Agreement, all expenses incurred in the operation of the Trust are borne by it,
including fees and expenses associated with the registration and qualification
of the Trust's shares under the Securities Act of 1933, other fees payable to
the SEC, independent public accountant, legal and custodian fees, association
membership dues, taxes, interest, insurance premiums, brokerage commission, fees
and expenses of the Trustees who are not affiliated with the Manager, expenses
for proxies, prospectuses, reports to shareholders and other expenses.
Pursuant to the Management Agreement with the Trust, the Manager has entered
into agreements ("Sub-Adviser Agreements") with other investment advisers
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<PAGE>
("Sub-Advisers") under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser Agreement, the Sub-Adviser is
authorized to engage in portfolio transactions on behalf of the applicable Fund,
subject to such general or specific instructions as may be given by the
Trustees. The terms of a Sub-Adviser Agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the
affected Fund.
Allmerica Asset Management, Inc., an indirect wholly owned subsidiary of First
Allmerica, is the Sub-Adviser for the Money Market Fund. For the Select
International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund and Select
Income Fund, the Sub-Advisers are independent and have been selected by the
Manager in consultation with Rogers Casey & Associates, a leading pension
consulting firm. The cost of such consultation is borne by the Manager. Rogers
Casey & Associates provides consulting services to pension plans representing
over $___ billion in total assets and, in its consulting capacity, monitors the
investment performance of over _____ investment advisers. Each independent
Sub-Adviser was selected by the Manager on the basis of strict objective and
qualitative criteria, with special emphasis on the Sub-Adviser's record in
managing similar portfolios. On-going performance of the independent
Sub-Advisers is monitored and evaluated by a committee which includes members
who may be affiliated or unaffiliated with First Allmerica.
For providing its services under the Management Agreement, the Manager will
receive a fee, computed daily at an annual rate based on the average daily net
asset value of each Fund as follows: 1.00% for the Select International Equity
Fund, Select Capital Appreciation Fund and Select Aggressive Growth Fund, 0.85%
for the Select Growth Fund, 0.75% for the Select Growth and Income Fund, and
0.60% for the Select Income Fund. For the Money Market Fund, the fee will be
0.35% on net asset value up to $50,000,000; 0.25% on the next $200,000,000; and
0.20% on the remainder. The fee computed for each Fund will be paid from the
assets of such Fund.
The Manager is solely responsible for the payment of all fees for investment
management services to the Sub-Advisers, who will receive from the Manager a
fee, computed daily at an annual rate based on the average daily net asset value
of each Fund as follows:
<TABLE>
<CAPTION>
Sub-Adviser Fund Net Asset Value Rate
----------- ---- --------------- ----
<S> <C> <C> <C>
Bank of Ireland Asset Management Limited Select International Equity First $50 million 0.45%
Next $50 million 0.40%
Over $100 million 0.30%
Janus Capital Corporation Select Capital Appreciation First $100 million 0.60%
Over $100 million 0.55%
Nicholas-Applegate Capital Management Select Aggressive Growth * 0.60%
United Asset Management Corporation Select Growth First $50 million 0.50%
$50-150 million 0.45%
$150-250 million 0.35%
$250-350 million 0.30%
Over $350 million 0.25%
John A. Levin & Co., Inc. Select Growth and Income First $100 million 0.40%
Next $200 million 0.25%
Over $300 million 0.30%
Standish, Ayer & Wood, Inc. Select Income * 0.20%
Allmerica Asset Management, Inc. Money Market * 0.10%
</TABLE>
- ----------
* For the Select Aggressive Growth Fund, Select Income Fund and Money Market
Fund, each rate does not vary according to the level of assets in the Fund.
INVESTMENT ADVISORY SERVICES TO VIP. For managing investments and business
affairs, each Portfolio pays a monthly fee to Fidelity Management. The
Prospectus of VIP contains additional information concerning the Portfolios,
including information concerning additional expenses paid by the Portfolios, and
should be read in conjunction with this Prospectus.
The High Income Portfolio pays a monthly fee to Fidelity Management at an annual
fee rate made up of the sum of two components:
1. A group fee rate based on the monthly average net assets of all the mutual
funds advised by Fidelity Management. On an annual basis this rate cannot
rise above 0.37%, and drops as total assets in all these funds rise.
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<PAGE>
2. An individual fund fee rate of 0.45% of the High Income Portfolio's average
net assets throughout the month. One-twelfth of the annual management fee
rate is applied to net assets averaged over the most recent month,
resulting in a dollar amount which is the management fee for that month.
The Growth and Equity-Income Portfolios' fee rates are each made of two
components:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by Fidelity Management. On an annual basis, this rate
cannot rise above 0.52%, and drops as total assets in all these mutual
funds rise.
2. An individual Portfolio fee rate of 0.30% for the Growth Portfolio and
0.20% for the Equity-Income Portfolio.
One-twelfth of the sum of these two rates is applied to the respective
Portfolio's net assets averaged over the most recent month, giving a dollar
amount which is the fee for that month.
Thus, the High Income Portfolio may have a fee as high as 0.82%. The Growth
Portfolio may have a fee of as high as 0.82% of its average net assets. The
Equity-Income Portfolio may have a fee as high as 0.72% of its average net
assets.
INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE. To cover investment management
and operating expenses, the International Stock Portfolio pays Price-Fleming a
single, all-inclusive fee of 1.05% of its average daily net assets.
CHARGES AND DEDUCTIONS
Deductions under the Contracts and charges against the assets of the
Sub-Accounts are described below. Other deductions and expenses paid out of the
assets of the Funds are described in the Prospectuses and Statements of
Additional Information of the Trust, VIP and T. Rowe.
CONTINGENT DEFERRED SALES CHARGE. No charge for sales expenses is deducted from
purchase payments at the time the purchase payments are made. For surrenders,
partial redemptions, variable annuity payments under Option V for periods of
less than ten years or any fixed period certain option, a contingent deferred
sales charge may be deducted from the Accumulated Value of the Contract.
However, the charge does not apply to (1) purchase payments redeemed more than
seven years from the date of receipt, (2) annuitization under an option
involving a life contingency (Options I, II, III, IV-A, IV-B or the comparable
fixed annuity options) or under Option V for periods of ten years or more, or
(3) amounts discussed under "Withdrawal Without Charge," below.
For purposes of determining the contingent deferred sales charge, the Contract
value is divided into three categories: (1) New Purchase Payments - purchase
payments received by First Allmerica during the seven years preceding the date
of the surrender; (2) Old Purchase Payments - purchase payments not defined as
New Purchase Payments; and (3) Earnings - the amount of Contract value in excess
of all purchase payments that have not been previously surrendered. For purposes
of determining the amount of any contingent deferred sales charge, surrenders
will be deemed to be taken first from Old Purchase Payments, then from New
Purchase Payments, and then from Earnings. Old Purchase Payments may be
withdrawn from the Contract at any time without the imposition of a contingent
deferred sales charge. If a withdrawal is attributable all or in part to New
Purchase Payments, a contingent deferred sales charge may apply.
Pursuant to Section 11 of the 1940 Act and Rule 11a-2 thereunder, the contingent
deferred sales charge is modified to effect an exchange of one Contract for
another Contract as provided in APPENDIX B, "EXCHANGE OFFER."
Charges for Surrender and Partial Redemption. If a Contract is surrendered, or
if New Purchase Payments are redeemed, while the Contract is in force and before
the Annuity Date, a contingent deferred sales charge may be imposed. (For a
discussion of charges applicable on the Annuity Date, see "Charge at the Time
Annuity Payments Begin," below.) The charge does not apply to Old Purchase
Payments, nor to certain amounts discussed under "Withdrawal Without Charge,"
below. The amount of the charge will depend upon the number of years that the
New Purchase Payments, if any, to which the withdrawal is attributed have
remained credited under the Contract. Amounts withdrawn are deducted first from
Old Purchase Payments. Then, for the purpose of calculating surrender charges
for New Purchase Payments, all amounts withdrawn are assumed to be deducted
first from the earliest New Purchase Payment and then from the next earliest New
Purchase Payment and so on, until all New Purchase Payments have been exhausted
pursuant to the FIFO (first in, first out) method of accounting. Subsequent
withdrawals will be deducted from Earnings. (But see "TAXATION OF THE CONTRACTS
IN GENERAL" for a discussion of how withdrawals are treated for income tax
purposes. For tax purposes, certain partial redemptions will be deemed to come
first from earnings.)
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<PAGE>
The contingent deferred sales charge is applied as follows:
Years from date of Charge as Percentage
Purchase Payment to date of of New Purchase
Withdrawal Payments Withdrawn
---------- ------------------
0-1 6.5%
2 6.0%
3 5.0%
4 4.0%
5 3.0%
6 2.0%
7 1.0%
More than 7 0.0%
The amount redeemed equals the amount requested by the Contract Owner plus the
charge, if any, which is applied against the amount requested. For example, if
the applicable charge is 6.5% and the Contract Owner has requested $200, the
Contract Owner will receive $200 and the charge will be $13 (assuming no
Withdrawal Without Charge, discussed below) for a total withdrawal of $213. The
charge is applied as a percentage of the New Purchase Payments redeemed, but in
no event will the total contingent deferred sales charge exceed a maximum limit
of 6.5% of total gross New Purchase Payments. Such total charge equals the
aggregate of all applicable contingent deferred sales charges for surrender,
partial redemptions, and annuitization.
Withdrawal Without Charge. In each calendar year, First Allmerica will waive the
contingent deferred sales charge, if any, on an amount equal to a percentage of
the Accumulated Value ("Withdrawal Without Charge"). The Withdrawal Without
Charge is equal to 10% of the Accumulated Value as of December 31 of the
previous calendar year ("Year-End Accumulated Value") or, if the Contract is in
its first calendar year, 10% of the total New Purchase Payments.
Old Purchase Payments will be included in calculating the Withdrawal Without
Charge. If more than one partial withdrawal is made during the year, on each
subsequent withdrawal First Allmerica will waive the contingent deferred sales
charge, if any, until the entire Withdrawal Without Charge has been redeemed.
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<PAGE>
In the event that a redemption of New Purchase Payments is made in excess of the
amount which may be redeemed free of charge, only the excess will be subject to
a contingent deferred sales charge.
If the Contract Owner and Annuitant are the same individual, First Allmerica
will waive the contingent deferred sales charge, if any, on an amount equal to
greater of (2) the amount available under the Withdrawal Without Charge, or (2)
the amount calculated under First Allmerica's life expectancy distribution (see
"LIFE EXPECTANCY DISTRIBUTION"), whether or not the withdrawal was part of such
distribution.
For example, an 81-year-old Contract Owner who is also the Annuitant would
receive 10.2%, rather than 10%, of the Year- End Accumulated Value under the
life expectancy distribution, which amount would not be subject to any
contingent deferred sales charge.
Surrenders. In the case of a complete surrender, the amount received by the
Contract Owner is equal to the entire Accumulated Value under the Contract, net
of the applicable contingent deferred sales charge on New Purchase Payments, the
Contract Fee, any tax withholding and any premium tax deducted as described
under "PREMIUM TAXES." Subject to the same rules that are applicable to partial
redemptions, First Allmerica will not assess a contingent deferred sales charge
on an amount equal to the greater of the Withdrawal Without Charge or life
expectancy distribution, if applicable.
Where a Contract Owner who is trustee under a pension plan surrenders, in whole
or in part, a Contract on a terminating employee, the trustee will be permitted
to reallocate all or a part of the total Accumulated Value under the Contract to
other contracts issued by First Allmerica and owned by the trustee, with no
deduction for any otherwise applicable contingent deferred sales charge. Any
such reallocation will be at the unit values for the Sub-Accounts as of the
Valuation Date on which a written, signed request is received at the Principal
Office.
For further information on surrender and partial redemption, including minimum
limits on amount redeemed and amount remaining under the Contract in the case of
partial redemption, and important tax considerations, see "SURRENDER," "PARTIAL
REDEMPTION," and FEDERAL TAX CONSIDERATIONS."
Charge at the Time Annuity Payments Begin. No contingent deferred sales charge
is imposed at the time of annuitization under any option involving a life
contingency (Options I, II, III, IV-A, IV-B or the comparable fixed annuity
options) or under a variable period certain option (Option V) involving a period
of ten years or longer. If the annuity option chosen is Option V for a period of
less than ten years or any fixed period option, a contingent deferred sales
charge will be deducted from the Accumulated Value of the Contract if the
Annuity Date occurs at any time during the surrender charge period. Such charge
is the same as that which would apply had the Contract been surrendered on the
Annuity Date.
Charge for Commutation under Variable Annuity Option V. If the Annuitant elects
to receive the commuted value of a period certain variable annuity (Option V),
see "DESCRIPTION OF VARIABLE ANNUITY OPTIONS," the basis for calculating the
commuted value will assume that the Surrender Value, rather than the Accumulated
Value, had applied at the Annuity Date. The method of computation of the
commuted value is shown under "Annuity Payments" in the Statement of Additional
Information.
CONTRACT FEE. A Contract Fee will be deducted annually on the Contract
anniversary date and upon full surrender of the Contract. The Contract Fee is
$30. First Allmerica reserves the right to waive the Contract Fee for Contracts
issued to a trustee of a 401(k) plan or qualifying under Section 403(b) of the
Internal Revenue Code.
Where Contract value has been allocated to more than one Sub-Account or to the
Fixed Account and one or more Sub- Accounts, a percentage of the total Contract
Fee will be deducted from the Contract value in each account. The portion of the
charge deducted from each account will be equal to the percentage which the
Contract value in that account represents of the total Accumulated Value under
the Contract. The deduction of the Contract Fee will result in cancellation of a
number of Accumulation Units equal in value to the percentage of the charge
deducted from that account.
ANNUAL CHARGES AGAINST SEPARATE ACCOUNT ASSETS. The following annual charges are
deducted against the assets of the Separate Account:
Mortality and Expense Risk Charge. First Allmerica assesses each Sub-Account a
daily charge, based on the average daily net assets of the Sub-Account, of 1.25%
on an annual basis. This charge covers the mortality and expense risk which
First Allmerica assumes for the variable interests in the Contracts. The
mortality risk arises from the Contract's guarantees respecting payment on death
and First Allmerica's guarantee that it will make annuity payments according to
annuity rate provisions established at the time the Contract is issued for the
life of the Annuitant (or in accordance with the annuity option selected), no
matter how long the Annuitant lives and no matter how long all annuitants as a
class live. The expense risk arises from First Allmerica's guarantee that
charges will not be increased beyond the limits specified in the contract,
regardless of actual costs of operations.
The charge is imposed during both the accumulation phase and the annuity phase
(if a variable annuity option has been selected). The mortality charge is
deducted for variable annuity options that do not involve a life contingency,
even though First Allmerica does not bear direct mortality risk for such annuity
options.
If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, First Allmerica will absorb the losses. If
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<PAGE>
expenses are less than the amounts provided to First Allmerica by the charge,
the difference will be a profit to First Allmerica. To the extent this charge
results in a profit to First Allmerica, such profit will be available for use by
First Allmerica for, among other things, the payment of distribution, sales and
other expenses.
Administrative Expense Charge. First Allmerica assesses each Sub-Account a daily
charge, based on the average daily net assets of the Sub-Account, of 0.15% on an
annual basis. The charge is imposed during both the accumulation period and the
annuity period (if a variable annuity option is selected). The Administrative
Expense Charge reimburses First Allmerica for expenses incurred in the
administration of the Sub-Accounts. Both the Contract Fee and the Administrative
Expense Charge are designed to recover actual administrative costs.
The administrative functions and expense assumed by First Allmerica in
connection with the Separate Account and the Contracts include, but are not
limited to, clerical, accounting, actuarial and legal services, rent, postage,
telephone, office equipment and supplies, expenses of preparing and printing
registration statements, expense of preparing and typesetting prospectuses and
the cost of printing prospectuses not allocable to sales expense, filing and
other fees.
TRANSFER CHARGE. Currently, the first twelve transfers in a Contract year will
be free of charge. For the thirteenth and each subsequent transfer in a Contract
year, First Allmerica will impose a charge of $25 to reimburse First Allmerica
for the costs of processing the transfer. First Allmerica reserves the right to
limit the number of free transfers and the number of total transfers in a
Contract year to six.
PREMIUM TAXES. Some states and municipalities impose a premium tax on variable
annuity policies. State premium taxes currently range up to 3.5%. First
Allmerica pays state and municipal premium taxes, when applicable, and deducts
the amount paid as a premium tax charge. The current practice of First Allmerica
is to deduct the premium tax charge in one of two ways:
(1) if the premium tax was paid by First Allmerica when purchase payments were
received, to the extent permitted in your Contract the premium tax charge
is deducted on a pro rata basis when partial withdrawals are made, upon
surrender of the Contract, or when annuity payments begin (First Allmerica
reserves the right instead to deduct the premium tax charge for these
Contracts at the time the purchase payments are received); or
(2) the premium tax charge is deducted when annuity payments begin.
OTHER CHARGES. Because the Sub-Accounts purchase shares of the Funds, the value
of the net assets of the Sub- Accounts will reflect the investment advisory fee
and other operating expenses incurred by the Funds. The Prospectuses and
Statements of Additional Information of the Trust, VIP and T. Rowe contain
additional information concerning expenses of the Funds.
DESCRIPTION OF THE CONTRACT
The Contracts are designed for sale to individuals and for use with several
types of retirement plans. The right to benefits in Contracts issued under
retirement plans may be subject to the terms and conditions of the plans,
regardless of the terms and conditions of the Contracts.
PURCHASE PAYMENTS. Your initial purchase payment will be credited to the
Contract as of the date that the properly completed application which
accompanies the purchase payment is received by First Allmerica at its Principal
Office. If an application is incomplete, the initial purchase payment will be
returned within five business days, unless the Contract Owner consents to First
Allmerica's retention of the purchase payment until the application is made
complete. After a Contract is issued, Accumulation Units will be credited to the
Contract at the unit value computed as of the Valuation Date that a purchase
payment is received at the Principal Office.
Purchase payments are not limited as to frequency and number. The initial
purchase payment must be at least $10,000 or such smaller amount as meets First
Allmerica's then current minimum requirements. Subsequent purchase payments must
be at least $50.
Under a monthly automatic payment plan or a payroll deduction plan, the initial
purchase payment must be at least $500 and subsequent purchase payments must be
at least $50.
Under employer-sponsored retirement plans, First Allmerica may issue a Contract
on an employee-participant with a minimum annual contribution of $300, if the
plan's average annual contribution per eligible plan participant is at least
$1,000.
First Allmerica reserves the right to set maximum limits on the aggregate
purchase payments made under the Contract. Total purchase payments may not
exceed the maximum limit specified in the Contract. In addition, the Internal
Revenue Code ("Code") imposes maximum limits on contributions under qualified
annuity plans.
Purchase payments will be allocated among the Sub-Accounts and the Fixed
Account, according to the Contract Owner's instructions, except that, for the
first 14 days following the date of issue of the Contract, all Separate Account
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allocations will be held in the Money Market Sub-Account because of your
free-look right (see "RIGHT TO REVOKE CONTRACT").
The amount of any purchase payment allocated to the Fixed Account must be at
least $500. Amounts less than $500 will be applied instead to the Money Market
Sub-Account. Purchase payments less than $50 that are allocable to any Sub-
Account may be applied instead to another Sub-Account according to First
Allmerica's rules and procedures.
The Contract Owner may change allocation instructions for purchase payments or
transfers, as discussed below, by telephone or written notice to Allmerica
Financial at its Principal Office. The privilege to initiate transactions by
telephone is made available to Contract Owners automatically unless they elect
not to have the privilege by checking a box on the application. The policy of
Allmerica Financial Life Insurance and Annuity Company and its agents and
affiliates is that they will not be responsible for losses resulting from acting
upon telephone requests reasonably believed to be genuine. Allmerica Financial
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine; otherwise, Allmerica Financial may be liable for any
losses due to unauthorized or fraudulent instructions. The procedures Allmerica
Financial follows for transactions initiated by telephone include requirements
that callers on behalf of a Contract Owner identify themselves by name and
identify the Annuitant by name, date of birth and social security number. All
transfer instructions by telephone are tape recorded.
TRANSFER PRIVILEGE. Subject to First Allmerica's then current rules, a Contract
Owner may have amounts transferred among the Sub-Accounts or between a
Sub-Account and the Fixed Account. Currently, the first twelve transfers in a
Contract year are free of any charge. For the thirteenth and each subsequent
transfer in a Contract year, First Allmerica will impose a charge of $25 to
reimburse it for the expense of processing transfers. First Allmerica reserves
the right to limit to six the number of permitted transfers or free transfers in
any Contract year and to establish other reasonable transfer limitation rules.
In determining the number of permitted or free transfers, First Allmerica will
count the transfer of amounts from any number of Sub-Accounts or the Fixed
Account to any number of other Sub-Accounts or the Fixed Account in the same day
as only one transfer. Any transfer from the Money Market Sub-Account to any
other Sub-Account will not be deemed a transfer.
The transfer privilege is subject to the following current limitations:
(1) Transfers from a Sub-Account
(a) must involve a minimum of $500 (except for systematic transfers,
discussed below), or the entire amount in the Sub-Account, if less,
(b) must not reduce the value of the Sub-Account from which the transfer
is to be made to less than $500 (in any request where the remaining
value would be less than $500, First Allmerica reserves the right to
include such remaining value in the amount transferred), and
(c) after the Annuity Date, may be made only among the Select Growth and
Income Sub-Account, Select Income Sub-Account, and Money Market
Sub-Account.
(2) Transfers from the Fixed Account
(a) may not be made prior to the maturity date applicable to such amount
(the "maturity date" is the end of a guaranteed period as described in
APPENDIX A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT"),
(b) may not be made after the Annuity Date,
(c) must leave a balance with respect to the amount subject to maturity of
at least $500, unless the entire amount is transferred.
A transfer to the Fixed Account must involve an amount of at least $500. Any
amount less than $500 will be transferred instead to the Money Market
Sub-Account.
Transfers from a Sub-Account are effected at the value next computed after
receipt of the transfer order. Transfers from the Fixed Account to a Sub-Account
are effected at the value next computed after the maturity date. For any period
between the maturity date and the next Valuation Date for the Sub-Account, the
amount to be transferred will remain in the Fixed Account at the then current
rate.
Subject to First Allmerica's then-current rules, the Contract Owner may apply
for systematic transfers (1) from the Money Market Sub-Account to one or more of
the other Sub-Accounts on a monthly, quarterly or semiannual schedule, or (2) to
reallocate Contract value among the Sub-Accounts on a quarterly, semiannual or
annual schedule. Each systematic transfer must be at least $100.
SURRENDER. At any time prior to the Annuity Date, a Contract Owner may surrender
the Contract and receive its Surrender Value, less any applicable tax
withholding or premium tax deduction described under "PREMIUM TAXES." The
Contract Owner must return the Contract and a signed, written request for
surrender, satisfactory to First Allmerica, to the Principal Office. The
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Surrender Value will be based on the Accumulated Value of the Contract as of the
Valuation Date on which the request and the Contract are received at the
Principal Office.
A contingent deferred sales charge may be deducted when a Contract is
surrendered if purchase payments have been credited to the Contract during the
last seven full Contract years. See "CHARGES AND DEDUCTIONS." The Contract Fee
will be deducted upon surrender of the Contract.
Any amount surrendered is normally payable within seven days following First
Allmerica's receipt of the surrender request. First Allmerica reserves the right
to defer surrenders and partial redemptions of amounts in each Sub-Account in
any period during which (1) trading on the New York Stock Exchange is restricted
as determined by the SEC or such Exchange is closed for other than weekends and
holidays, (2) the SEC has by order permitted such suspension, or (3) an
emergency, as determined by or in accordance with rules of the SEC, exists such
that disposal of portfolio securities or valuation of the assets of the Separate
Account is not reasonably practicable.
The right is reserved by First Allmerica to defer surrenders and partial
redemptions of amounts allocated to the Fixed Account for a period not to exceed
six months.
The surrender rights of Contract Owners who are participants under Section
403(b) plans or the Texas Optional Retirement Program ("Texas ORP") are
restricted. See "PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX-EXEMPT ORGANIZATIONS" and
"TEXAS OPTIONAL RETIREMENT PROGRAM."
For important tax consequences which may result from surrender, see "FEDERAL TAX
CONSIDERATIONS."
PARTIAL REDEMPTION. At any time prior to the Annuity Date, a Contract Owner may
redeem a portion of the Accumulated Value of his or her Contract, subject to the
limits stated below. The Contract Owner must file a signed, written request for
redemption, satisfactory to First Allmerica, at the Principal Office. The
written request must indicate the dollar amount the Contract Owner wishes to
receive and the Sub-Account from which such amount is to be redeemed. Where
allocations have been made to more than one Sub-Account, a percentage of the
partial redemption may be allocated to each such account. Amounts must first be
withdrawn from all allocations to Sub-Accounts before amounts allocated to the
Fixed Account may be withdrawn.
In a partial redemption, the amount redeemed equals the amount requested by the
Contract Owner plus any applicable contingent deferred sales charge, as
described under "CHARGES AND DEDUCTIONS." A partial redemption from a Sub-
Account will result in cancellation of a number of units equivalent in value to
the amount redeemed, computed as of the Valuation Date that the request is
received at the Principal Office.
Each partial redemption must be in a minimum amount of $100. No partial
redemption will be permitted if the Accumulated Value remaining under the
Contract would be reduced to less than $1,000. Partial redemptions will be paid
in accordance with the time limitations described under "SURRENDER."
For important restrictions on withdrawals which are applicable to participants
under Section 403(b) plans or the Texas ORP, see "PUBLIC SCHOOL SYSTEMS AND
CERTAIN TAX-EXEMPT ORGANIZATIONS" and "TEXAS OPTIONAL RETIREMENT PROGRAM."
For important tax consequences which may result from partial redemptions, see
"FEDERAL TAX CONSIDERATIONS."
LIFE EXPECTANCY DISTRIBUTION. Prior to the Annuity Date, a Contract Owner who is
also the Annuitant may make a revocable election to take a series of systematic
withdrawals from the Contract according to a life expectancy distribution
("LED") by returning a signed LED request form to the Principal Office. (For
information on how First Allmerica waives the contingent deferred sales charge
on the Withdrawal Without Charge and LED, see "Withdrawal Without Charge" under
"CONTINGENT DEFERRED SALES CHARGE") The LED permits the Contract Owner to make
systematic withdrawals from the Contract over his or her lifetime up to age 85.
The amount withdrawn from the Contract changes each year because life expectancy
changes each year that a person lives. For example, actuarial tables indicate
that a person age 70 has a life expectancy of 16 years, but a person who attains
age 80 has a life expectancy of another 6.5 years.
If a Contract Owner elects the LED, a fraction of the Year-End Accumulated Value
is withdrawn from the Contract in each Contract year based on the Contract
Owner's then life expectancy. The numerator of the fraction is 1 (one) and the
denominator of the fraction is the remaining life expectancy of the Contract
Owner, as determined annually by First Allmerica. The resulting fraction,
expressed as a percentage, is applied to the Year-End Accumulated Value to
determine the amount to be distributed during the year. The Contract Owner may
elect monthly, bimonthly, quarterly, semiannual or annual distributions, and may
terminate the LED at any time. The Contract Owner may also elect to receive
distributions under an LED which is determined on the joint life expectancy of
the Contract Owner and a beneficiary. First Allmerica may also offer other
systematic withdrawal options.
If a Contract Owner makes withdrawals under the LED prior to age 59 1/2, the
withdrawals may be treated by the IRS as premature distributions from the
Contract. The payments would then be taxed on an "income first" basis, and be
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subject to a 10% federal tax penalty. See "TAXATION OF THE CONTRACTS IN
GENERAL."
The LED will cease on the Annuity Date.
PAYMENT ON DEATH. If the Annuitant dies (or the Contract Owner predeceases the
Annuitant) prior to the Annuity Date while the Contract is in force, First
Allmerica will pay the beneficiary, except where the Contract continues as
provided in "THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY," as follows:
Upon death of the Annuitant (including a Contract Owner who is also the
Annuitant), First Allmerica will pay the beneficiary the greatest of (a) the
Accumulated Value under the Contract next determined following receipt of due
proof of death at the Principal Office, (b) the total amount of gross purchase
payments made under the Contract minus the amounts of all prior partial
withdrawals, or (c) the amount that would have been paid on death of the
Annuitant at the most recent fifth year contract anniversary, adjusted for
subsequent purchase payments and withdrawals after that date. Upon death of a
Contract Owner who is not the Annuitant, First Allmerica will pay the
beneficiary the Accumulated Value of the Contract next determined following
receipt of due proof of death at the Principal Office.
Payment will be made to the beneficiary in one sum, except that the beneficiary
may, by written request, elect one of the following options:
1. The payment of the one sum may be delayed for a period not to exceed
five years from the date of death.
2. The payment may be made in installments. The first installment must
begin within one year from the date of death. Installments are payable
over a period certain not extended beyond the life expectancy of the
beneficiary.
3. All or a portion of the payment may be used to provide a life annuity
for the beneficiary. Annuity payments must begin within one year from
the date of death and are payable over a period not extended beyond
the life expectancy of the beneficiary. Any annuity payments will be
provided in accordance with the annuity options of the Contract.
If there is more than one beneficiary, the payment on death will be paid to such
beneficiaries in one sum unless First Allmerica consents to pay an annuity
option chosen by the beneficiaries.
With respect to any payment on death, the Accumulated Value under the Contract
shall be based on the unit values next computed after due proof of death has
been received at the Principal Office. If the beneficiary elects to receive the
payment in one sum, the payment will be paid within seven business days. If the
beneficiary has not elected an annuity option within one year from the date
notice of death is received by First Allmerica, the payment will be made in one
sum. The payment will reflect any earnings or losses experienced during the
period and any withdrawals.
If the Annuitant's death occurs on or after the Annuity Date but before the
completion of all guaranteed annuity payments, any unpaid amounts or
installments will be paid to the beneficiary. First Allmerica must pay the
remaining payments at least as rapidly as under the payment option in effect on
the date of the Annuitant's death. If there is more than one beneficiary, the
commuted value of the payments, computed on the basis of the assumed interest
rate incorporated in the annuity option table on which such payments are based,
shall be paid to the beneficiaries in one sum.
THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY. The Contract Owner's spouse, if
named as the beneficiary, may by written request continue the Contract in lieu
of receiving the amount payable upon death of the Contract Owner. Upon such
election, the spouse will become the new Contract Owner (and, if the deceased
Owner was also the Annuitant, the new Annuitant). All other rights and benefits
provided in the Contract will continue, except that any subsequent spouse of
such new Contract Owner will not be entitled to continue the Contract upon such
new Contract Owner's death.
ASSIGNMENT. The Contracts, other than those sold in connection with certain
qualified plans (see "FEDERAL TAX CONSIDERATIONS"), may be assigned by the
Contract Owner at any time prior to the Annuity Date and while the Annuitant is
alive. First Allmerica will not be deemed to have knowledge of an assignment
unless it is made in writing and filed at the Principal Office. First Allmerica
will not assume responsibility for determining the validity of any assignment.
If an assignment of the Contract is in effect on the Annuity Date, First
Allmerica reserves the right to pay to the assignee, in one sum, that portion of
the Surrender Value of the Contract to which the assignee appears to be
entitled. First Allmerica will pay the balance, if any, in one sum to the
Contract Owner in full settlement of all liability under the Contract. The
interest of the Contract Owner and of any beneficiary will be subject to any
assignment.
ELECTING THE FORM OF ANNUITY AND THE ANNUITY DATE. Subject to certain
restrictions described below, the Contract Owner has the right to (1) select the
annuity option under which annuity payments are to be made, and (2) determine
whether payments are to be made on a fixed basis, a variable basis, or a
combination fixed and variable basis, and (3) reallocate variable annuity option
investments among the available Funds, subject to certain restrictions. Annuity
payments are determined according to the annuity tables in the Contract, by the
annuity option selected, and by the investment performance of the applicable
Sub-Accounts, if variable annuity payments are selected.
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Under a variable annuity, a payment equal to the value of the fixed number of
Annuity Units in the Sub-Account(s) is made each month. Since the value of an
Annuity Unit in a Sub-Account will reflect the investment performance of the
Sub- Account, the amount of each payment will vary.
If a fixed annuity is selected, Accumulated Value will be transferred to the
General Account of First Allmerica, and annuity payments will be fixed in
amount. For information about the General Account, see APPENDIX A, "MORE
INFORMATION ABOUT THE FIXED ACCOUNT."
The annuity option selected must produce an initial payment at least equivalent
to $20 a month. If a combination of fixed and variable payments is selected, the
initial payment on each basis must be at least equivalent to $20 a month. If the
annuity option selected does not produce initial payments which meet this
minimum, First Allmerica will pay the Surrender Value or guaranteed payment on
death, as the case may be, in one sum. Once First Allmerica begins making
annuity payments, the Contract Owner cannot make partial redemptions or
surrender the annuity benefit. Only beneficiaries entitled to receive remaining
payments for a "period certain" may elect to instead receive a lump sum
settlement.
The Annuity Date is selected by the Contract Owner. The Annuity Date must be
within the Annuitant's life expectancy and on the first day of a month before
the Annuitant's 85th birthday. The Contract Owner may elect to change the
Annuity Date by sending a written request to the Principal Office at least one
month before the new Annuity Date.
First Allmerica will determine life expectancy at the time the Annuity Date is
requested. The Internal Revenue Code imposes limitations on the age at which
distributions may commence. See "FEDERAL TAX CONSIDERATIONS."
If the Contract Owner does not elect otherwise, annuity payments will be made in
accordance with Option I, a variable life annuity with ten years guaranteed.
Changes in either the Annuity Date or annuity option can be made up to one month
prior to the Annuity Date.
DESCRIPTION OF VARIABLE ANNUITY OPTIONS. First Allmerica offers the variable
annuity options described below and provides fixed-amount annuity options which
are comparable to the variable annuity options. Other annuity options may be
offered by First Allmerica.
Variable annuity options provide payments that vary according to investment
experience. The variable annuity options offered under the Contracts may be
funded through the Select Growth and Income Sub-Account, Select Income Sub-
Account, and Money Market Sub-Account.
Regardless of how purchase payments were allocated during the accumulation
period, the Contract Owner may choose any one of the variable annuity options
offered, a comparable fixed-amount option, or a variable annuity option in
combination with a comparable fixed-amount annuity option. Each annuity option
may be paid on a monthly, quarterly, semiannual or annual basis.
Under a variable life annuity option, payments are based on how long the payee
is expected to live and how the net investment results of the chosen Fund(s)
compare to an assumed rate of return (See "Determination of First and Subsequent
Annuity Payments"). If the payee outlives his or her life expectancy, payments
will continue for the life of the payee. If the payee dies, regardless of when
the death occurs in relation to the payee's life expectancy, payments will cease
with the last payment due prior to the payee's death. Therefore, under a life
annuity, it is possible for the payee to receive only one annuity payment if the
payee dies prior to the due date of the second annuity payment, two annuity
payments if the payee dies before the due date of the third annuity payment, and
so on. However, payments will continue during the lifetime of the payee, no
matter how long the payee lives.
OPTION I - Variable Life Annuity with Ten Years Guaranteed
Variable payments will be made during the lifetime of the payee. If the payee
dies before a guaranteed payment period of ten years, the annuity payments are
guaranteed to continue to the beneficiary until the end of the ten-year
guarantee period.
OPTION II - Variable Life Annuity
Variable payments will be made for the life of the payee. Payments will cease
with the last payment due prior to the payee's death.
OPTION III - Unit Refund Variable Life Annuity
Variable payments will be made during the lifetime of the payee. Upon death of
the payee, payments will continue to the beneficiary until the total number of
payments equals the dollar amount of the annuity value applied, divided by the
first annuity payment.
OPTION IV-A - Joint and Survivor Variable Life Annuity
A variable annuity payable jointly to two payees during their joint lifetime,
and then continuing during the lifetime of the survivor. The amount of each
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payment to the survivor is based on the same number of Annuity Units which
applied during the joint lifetime of the two payees. One of the payees must be
either the Annuitant or the beneficiary. There is no minimum number of payments
under this option.
OPTION IV-B - Joint and Two-thirds Survivor Variable Life Annuity
A variable annuity payable jointly to two payees during their joint lifetime,
and then continuing thereafter during the lifetime of the survivor. However, the
amount of each payment to the survivor is based upon two-thirds of the number of
Annuity Units which applied during the joint lifetime of the two payees. One of
the payees must be the Annuitant or the beneficiary. There is no minimum number
of payments under this option.
OPTION V - Period Certain Variable Annuity
A variable annuity payable for a stipulated number of from one to thirty years.
It should be noted that Option V does not involve a life contingency. Although
not contractually required to do so, First Allmerica currently follows a
practice of permitting persons receiving payments under Option V to elect to
convert to a variable annuity involving a life contingency. First Allmerica may
discontinue or change this practice at any time, but not with respect to
Contract Owners who have elected Option V prior to the date of any change in
this practice.
If the Annuitant dies before the completion of the period stipulated under
Option V, payments will continue to be paid to the beneficiary. The Annuitant or
the beneficiary may choose at any time to redeem the Contract and receive its
commuted value. The method of computation of the commuted value is shown under
"Annuity Payments" in the Statement of Additional Information. If the Annuitant
makes this election, the commuted value will be based on the remaining payments
that would have been payable had the Surrender Value, rather than the
Accumulated Value, been applied at the Annuity Date. See "Charge for Commutation
under Variable Annuity Option V" under "CONTINGENT DEFERRED SALES CHARGE."
In the computation of the payments under this option (see "Determination of
First and Subsequent Annuity Payments"), the charge for annuity rate guarantees,
which includes a factor for mortality risks, is made.
See "FEDERAL TAX CONSIDERATIONS" for a discussion of the possible adverse tax
consequences of selecting Option V.
COMPUTATION OF CONTRACT VALUES AND ANNUITY PAYMENTS. Contract values and annuity
payments are computed as follows:
The Accumulation Unit. Each purchase payment is allocated to the Sub-Accounts or
Fixed Account, as selected by the Contract Owner. Allocations to the
Sub-Accounts are credited to the Contract in the form of Accumulation Units.
Accumulation Units are credited separately for each Sub-Account. The number of
Accumulation Units of each Sub- Account credited to the Contract is equal to the
portion of the purchase payment allocated to the Sub-Account, divided by the
dollar value of the applicable Accumulation Unit as of the Valuation Date the
purchase payment is received at the Principal Office. A subsequent transfer,
partial redemption, surrender or split of Accumulation Unit value will change
the number of Accumulation Units. The number of Accumulation Units will not
change as a result of investment experience. The dollar value of an Accumulation
Unit of each Sub-Account varies from Valuation Date to Valuation Date based on
the investment experience of that Sub-Account and will reflect the investment
performance, expenses and charges of its Funds. On the first Valuation Date, the
value of an Accumulation Unit was set at $1.00 for each Sub-Account. Allocations
to the Fixed Account are not converted into Accumulation Units, but are credited
interest at a rate periodically set by First Allmerica. See APPENDIX A, "MORE
INFORMATION ABOUT THE FIXED ACCOUNT."
The Accumulated Value under the Contract is determined by (1) multiplying the
number of Accumulation Units in each Sub-Account by the dollar value of an
Accumulation Unit of that Sub-Account on the Valuation Date, (2) adding the
products, and (3) adding the amount of the accumulations in the Fixed Account,
if any.
Adjusted Gross Investment Rate. At each Valuation Date an adjusted gross
investment rate for each Sub-Account for the Valuation Period then ended is
determined from the investment performance of that Sub-Account. Such rate is (1)
the investment income of that Sub-Account for the Valuation Period, plus capital
gains and minus capital losses of that Sub- Account for the Valuation Period,
whether realized or unrealized, adjusted for provisions made for taxes, if any,
divided by (2) the amount of that Sub-Account's assets at the beginning of the
Valuation Period. The adjusted gross investment rate may be either positive or
negative.
Net Investment Rate and Net Investment Factor. The net investment rate for a
Sub-Account's variable accumulations for any Valuation Period is equal to the
adjusted gross investment rate of the Sub-Account for such Valuation Period
decreased by the equivalent for such period of a charge equal to 1.40% per
annum. This charge cannot be increased.
The net investment factor is l.000000 plus the applicable net investment rate.
The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
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Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.
For an illustration of Accumulation Unit calculation using a hypothetical
example, see "Annuity Payments" in the Statement of Additional Information.
The Annuity Unit. On and after the Annuity Date the Annuity Unit is a measure of
the value of the Annuitant's annuity payments under a variable annuity option.
The value of an Annuity Unit in each Sub-Account initially was set at $1.00. The
value of an Annuity Unit under a Sub-Account on any Valuation Date thereafter is
equal to the value of such unit on the immediately preceding Valuation Date,
multiplied by the product of (1) the net investment factor of the Sub-Account
for the current Valuation Period, and (2) a factor to adjust benefits to
neutralize the assumed interest rate. The assumed interest rate, discussed
below, is incorporated in the variable annuity options offered in the Contract.
Determination of the First and Subsequent Annuity Payments. The amount of the
first annuity payment is based on the annuity value applied and the annuity
option selected. The annuity value applied under an annuity option is the amount
described below, minus any applicable premium tax charge: (1) if Option V is
chosen with a period of 10 or more years - the Accumulated Value; (2) if Option
V is chosen with a period of less than 10 years - the Surrender Value; (3) if
any annuity option offered by First Allmerica involving a life contingency is
chosen - the Accumulated Value; and (4) if a death benefit annuity is payable at
any time - the amount of the death benefit.
Annuity values will be based on a Valuation Date applied uniformly not more than
four weeks preceding the Annuity Date. Currently, the Valuation Date for annuity
values is the 15th date of the month preceding the Annuity Date, and variable
annuity payments are made on the first of the month based on unit values as of
the 15th day of the preceding month.
The Contract provides annuity rates which determine the dollar amount of the
first payment under each form of annuity for each $1,000 of applied annuity
value. Guaranteed variable life annuity rates in the Contract are based on a
modification of the 1983 Table "a" rates and are generally sex-distinct.
However, rates for Contracts subject to the United States Supreme Court decision
in Arizona Governing Committee v. Norris are unisex. The Norris decision
generally applies to employer-sponsored plans.
The amount of the first payment depends upon the form of annuity selected, the
sex (only if sex-distinct rates apply) and age of the Annuitant and the value of
the amount applied under the annuity option. The variable annuity options
offered by First Allmerica are based on a 3 1/2% assumed interest rate. Variable
payments are affected by the assumed interest rate used in calculating the
annuity option rates. Variable annuity payments will increase over periods when
the actual net investment result of the Sub-Account(s) funding the annuity
exceeds the equivalent of the assumed interest rate for the period. Variable
Annuity Payments will decrease over periods when the actual net investment
result of the respective Sub- Account is less than the equivalent of the assumed
interest rate for the period.
The dollar amount of the first annuity payment under a life contingency option
or a variable period certain option for 10 years or more is determined by
multiplying (1) the Accumulated Value applied under that option (after deduction
for premium tax charge, if any) divided by $1,000, by (2) the applicable amount
of the first payment per $1,000 of value. If a variable period certain for less
than 10 years or any fixed period certain option is chosen, the surrender value
less any premium tax will be applied. The dollar amount of the first variable
annuity payment is then divided by the value of an Annuity Unit of the selected
Sub-Account(s) to determine the number of Annuity Units represented by the first
payment. In each subsequent annuity payment, the dollar amount of the variable
annuity payment is determined by multiplying this fixed number of Annuity Units
by the value of an Annuity Unit on the applicable Valuation Date.
After the first payment, the dollar amount of each variable annuity payment will
vary with subsequent variations in the value of the Annuity Unit of the selected
Sub-Account(s). The dollar amount of each fixed amount annuity payment is fixed
and will not change, except under the joint and two-thirds survivor annuity
option.
First Allmerica may from time to time offer its Contract Owners both fixed and
variable annuity rates more favorable than those contained in the Contract. Any
such rates will be applied uniformly to all Contract Owners of the same class.
For an illustration of variable annuity payment calculation using a hypothetical
example, see "Annuity Payments" in the Statement of Additional Information.
FEDERAL TAX CONSIDERATIONS
The effect of federal income taxes on the value of a Contract, on redemptions or
surrenders, on annuity payments, and on the economic benefit to the Annuitant or
beneficiary depends upon a variety of factors. The following discussion is based
upon First Allmerica's understanding of current federal income tax laws as they
are interpreted as of the date of this Prospectus. No representation is made
regarding the likelihood of continuation of current federal income tax laws or
of current interpretations by the Internal Revenue Service.
It should be recognized that the following discussion of federal income tax
aspects of amounts received under variable annuity contracts is not exhaustive,
does not purport to cover all situations and is not intended as tax advice. A
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<PAGE>
qualified tax adviser should always be consulted with regard to the application
of law to individual circumstances.
First Allmerica intends to make a charge for any effect which the income,
assets, or existence of the Contracts, the Separate Account or Sub-Accounts may
have upon First Allmerica's tax. The Separate Account presently is not subject
to tax, but First Allmerica reserves the right to assess a charge for taxes
should the Separate Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Contract Owners and with respect to each Separate Account as
though that Separate Account were a separate taxable entity.
The Separate Account is considered to be a part of and taxed with the operations
of First Allmerica. First Allmerica is taxed as a mutual life insurance company
under subchapter L of the Code. First Allmerica files a consolidated tax return
with its affiliates.
The Internal Revenue Service has issued regulations relating to the
diversification requirements for variable annuity and variable life insurance
policies under Section 817(h) of the Code. The regulations provide that the
investments of a segregated asset account underlying a variable annuity contract
are adequately diversified if no more than 55% of the value of its assets is
represented by any one investment, no more than 70% by any two investments, no
more than 80% by any three investments, and no more than 90% by any four
investments. If the investments are not adequately diversified, the income on a
contract, for any taxable year of the contract owner, would be treated as
ordinary income received or accrued by the contract owner. It is anticipated
that the Funds of the Trust, VIP and T. Rowe Price will comply with the
diversification requirements.
QUALIFIED AND NON-QUALIFIED CONTRACTS. From a federal tax viewpoint there are
two types of variable annuity contracts, "qualified" contracts and
"non-qualified" contracts. A qualified contract is one that is purchased in
connection with a retirement plan which meets the requirements of Sections 401,
403, 408, or 457 of the Code, while a non-qualified contract is one that is not
purchased in connection with one of the indicated retirement plans. The tax
treatment for certain partial redemptions or surrenders will vary according to
whether they are made from a qualified contract or a non-qualified contract. For
more information on the tax provisions applicable to specific types of qualified
contracts, see the discussions under the applicable headings, below.
TAXATION OF THE CONTRACTS IN GENERAL. First Allmerica believes that the
Contracts described in this Prospectus will, with certain exceptions discussed
in "SECTION 457 PLANS FOR STATE GOVERNMENTS AND TAX- EXEMPT ENTITIES," be
considered annuities under Section 72 of Code. This section provides for the
taxation of annuities. The following discussion concerns annuities subject to
Section 72. All non-qualified deferred annuity contracts issued by the same
insurance company to the same contract owner during the same calendar year will
be treated as a single contract in determining taxable distributions under
Section 72(e).
Any increase in the Accumulated Value of the Contract is not taxable to the
Contract Owner until it is withdrawn, except in cases of assignment or certain
non-individual Contract Owners, as discussed below. If the Contract is
surrendered or amounts are withdrawn prior to the Annuity Date, to the extent of
the amount withdrawn any investment gain in value over the cost basis of the
Contract would be taxed as ordinary income. Under the current provisions of the
Code, amounts received under a non-qualified Contract prior to the Annuity Date
(including payments made upon the death of the Annuitant or Contract Owner), or
as non-periodic payments after the Annuity Date, are generally first
attributable to any investment gains credited to the Contract over the
taxpayer's basis (if any) in the Contract. Such amounts will be treated as
income subject to federal income taxation.
The tax treatment of partial redemptions or surrenders of non-qualified
Contracts offered by this Prospectus may vary according to whether the amount
redeemed or surrendered is allocable to an investment in the Contract made
before or after certain dates.
A 10% penalty tax may be imposed on the withdrawal of investment gains if the
withdrawal is made prior to age 59 1/2. The penalty tax will not be imposed
after age 59 1/2, or if the withdrawal follows the death of the Contract Owner
(or, if the Contract Owner is not an individual, the death of the primary
Annuitant as defined in the Code), or in the case of the "total disability" (as
defined in the Code) of the Contract Owner. Furthermore, under Section 72 of the
Code, this penalty tax will not be imposed, irrespective of age, if the amount
received is one of a series of "substantially equal" periodic payments made at
least annually for the life or life expectancy of the payee. This requirement is
met when the Contract Owner elects to have distributions made over his or her
life expectancy, or over the joint life expectancy of the Contract Owner and
beneficiary. The requirement that the amount be paid out as one of a series of
"substantially equal" periodic payments is met when the number of units
withdrawn to make each distribution is substantially the same.
In a recent private letter ruling, the Internal Revenue Service took the
position that where distributions from a variable annuity contract were
determined by amortizing the accumulated value of the contract over the
taxpayer's remaining life expectancy (such as under the Contract's LED (see
"LIFE EXPECTANCY DISTRIBUTION"), and could be changed or terminated at any time,
the distributions failed to qualify as part of a "series of substantially equal
payments" within the meaning of Section 72 of the Code. The distributions were
therefore subject to the 10% federal tax penalty. This private letter ruling may
be applicable to a Contract Owner who receives life expectancy distributions
prior to age 59 1/2. Subsequent private letter rulings, however, have treated
LED-type withdrawal programs as effectively avoiding the 10% penalty tax. The
position of the IRS on this issue is unclear.
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<PAGE>
If the Contract Owner transfers (assigns) the Contract to another individual as
a gift prior to the Annuity Date, the Code provides that the Contract Owner will
incur taxable income at the time of the transfer. An exception is provided for
certain transfers between spouses. The amount of taxable income upon such
taxable transfer is equal to the excess, if any, of the Surrender Value of the
Contract over the Contract Owner's cost basis at the time of the transfer. The
transfer is also subject to federal gift tax provisions. Where the Contract
Owner and Annuitant are different persons, the change of ownership of the
Contract to the Annuitant on the Annuity Date, as required under the Contract,
is a gift and will be taxable to the Owner as such. However, the Owner will not
incur taxable income. Rather the Annuitant will incur taxable income upon
receipt of annuity payments as discussed below.
When annuity payments are commenced under the Contract, generally a portion of
each payment may be excluded from gross income. The excludable portion is
generally determined by a formula that establishes the ratio that the cost basis
of the Contract bears to the expected return under the Contract. The portion of
the payment in excess of this excludable amount is taxable as ordinary income.
Once all cost basis in the Contract is recovered, the entire payment is taxable.
If the last payee dies before cost basis is recovered, a deduction for the
difference is allowed on the payee's final tax return.
TAX WITHHOLDING. The Code requires withholding with respect to payments or
distributions from annuities, unless a taxpayer elects not to have withholding.
In addition, the Code requires reporting to the Internal Revenue Service of the
amount of income received with respect to payment or distributions from
annuities.
PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS. The tax rules applicable to
qualified employer plans, as defined by the Code, vary according to the type of
plan and the terms and conditions of the plan itself. Therefore, the following
is general information about the use of the Contracts with various types of
qualified plans. The rights of any person to any benefits under such qualified
plans will be subject to the terms and conditions of the qualified plans
themselves regardless of the terms and conditions of the Contract.
A loan to a participant or beneficiary from plans qualified under Sections 401
and 403 or an assignment or pledge of an interest in such a plan is generally
treated as a distribution. This general rule does not apply to loans which
contain certain repayment terms and do not exceed a specified maximum amount, as
required under Section 72(p).
QUALIFIED EMPLOYEE PENSION AND PROFIT SHARING TRUSTS AND QUALIFIED ANNUITY
PLANS. When an employee (including a self-employed individual) or one or more of
the employee's beneficiaries receives a "lump sum" distribution (a distribution
from a qualified plan described in Code Section 401(a) within one taxable year
equal to the total amount payable with respect to such an employee) the taxable
portion of such distribution may qualify for special treatment under a special
five-year income averaging provision of the Code. The employee must have had at
least 5 years of participation under the plan, and the lump sum distribution
must be made after the employee has attained age 59 1/2 or on account of his or
her death, separation from the employer's service (in the case of a common-law
employee) or disability (in the case of a self-employed individual). Such
treatment can be elected for only one taxable year once the individual has
reached age 59 1/2. An employee who attained age 50 before January 1, 1986 may
elect to treat part of the taxable portion of the lump-sum distribution as
long-term capital gain and may also elect 10-year averaging instead of five-year
averaging.
First Allmerica can provide prototype plans for certain of the pension or profit
sharing plans for review by your legal counsel. For information, ask your agent.
SELF-EMPLOYED INDIVIDUALS. The Self-Employed Individuals Tax Retirement Act of
1962, as amended, frequently referred to as "H.R. 10", allows self-employed
individuals and partners to establish qualified pension and profit sharing
trusts and annuity plans to provide benefits for themselves and their employees.
These plans generally are subject to the same rules and requirements applicable
to corporate qualified plans, with some special restrictions imposed on
"owner-employees." An "owner-employee" is an employee who (1) owns the entire
interest in an unincorporated trade or business, or (2) owns more than 10% of
either the capital interest or profits interest in a partnership.
INDIVIDUAL RETIREMENT ACCOUNT PLANS. Any individual who earns "compensation" (as
defined in the Code and including alimony) from employment or self-employment,
whether or not he or she is covered by another qualified plan, may establish an
individual retirement account or annuity plan ("IRA") for the accumulation of
retirement savings on a tax-deferred basis. Income from investments is not
included in "compensation." The assets of an IRA may be invested in, among other
things, annuity contracts, including the Contracts offered by this Prospectus.
Contributions to an IRA may be made by the individual or on behalf of the
individual by an employer. IRA contributions may be deductible up to the lesser
of (1) $2,000 or (2) 100% of compensation. The deduction is reduced
proportionately for adjusted gross income between $40,000 and $50,000 (between
$25,000 and $35,000 for unmarried taxpayers and between $0 and $10 000 for a
married taxpayer filing separately) if the taxpayer and his or her spouse file a
joint return and either is an active participant in an employer sponsored
retirement plan.
An individual and a working spouse each may have an IRA with the above-described
limit on each. An individual with an IRA may establish an additional IRA for a
non-working spouse (one with income of $250 or less) if they file a joint
return. Contributions to the two IRAs together are deductible up to the lesser
of $2,250 or 100% of compensation.
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<PAGE>
No deduction is allowed for contributions made for the year in which the
individual attains age 70 1/2 and years thereafter. Contributions for that year
and for years thereafter will result in certain adverse tax consequences.
Non-deductible contributions may be made to IRAs until the year in which the
individual attains age 70 1/2. Although these contributions may not be deducted,
taxes on their earnings are deferred until the earnings are distributed. The
maximum permissible non-deductible contribution is $2,000 for an individual
taxpayer and $2,250 for a taxpayer and non-working spouse. These limits are
reduced by the amount of any deductible contributions made by the taxpayer.
Contributions may be made with respect to a particular year until the due date
of the individual's federal income tax return for that year, not including
extensions. However, for reporting purposes, First Allmerica will regard
contributions as being applicable to the year made unless it receives notice to
the contrary.
All annuity payments and other distributions under an IRA will be taxed as
ordinary income unless the owner has made non-deductible contributions. In
addition, a minimum level of distributions must begin no later than April 1
following the year in which the individual attains age 70 1/2 and must be made
in accordance with Section 401(a)(9) of the Code. Failure to make distributions
as so required may result in certain adverse tax consequences to the individual.
Distributions from all of an individual's IRAs are treated as if they were a
distribution from one IRA and all distributions during the same taxable year are
treated as if they were one distribution. An individual who makes a
non-deductible contribution to an IRA or receives a distribution from an IRA
during the taxable year must provide certain information on the individual's tax
return to enable the Internal Revenue Service to determine the proportion of the
IRA balance which represents non-deductible contributions. If the required
information is provided, that part of the amount withdrawn which is
proportionate to the individual's aggregate non-deductible contributions over
the aggregate balance of all of the individual's IRAs, is excludable from
income.
Distributions which are a return of a non-deductible contribution are
non-taxable, as they represent a return of basis. If the required information is
not provided to the Internal Revenue Service, distributions from an IRA to which
both deductible and non-deductible contributions have been made are presumed to
be fully taxable.
SIMPLIFIED EMPLOYEE PENSIONS. Simplified employee pensions ("SEPs") may be
established under Code Section 408(k) if certain requirements are met. A SEP is
an IRA to which the employer contributes under a written formula. Currently, a
SEP may accept employer contributions each year up to $30,000 or 15% of
compensation (as defined), whichever is less. To establish SEPs the employer
must make a contribution for every employee age 21 and over who has performed
services for the employer for at least three of the five immediately preceding
calendar years and who has earned at least $300 (as indexed for inflation) for
the year.
The employer's contribution is excluded from the employee's gross income for the
taxable year for which it was made up to the $30,000/15% limit. In addition to
the employer's contribution, the employee may contribute 100% of the employee's
earned income, up to $2,000, to the SEP, but such contributions will be subject
to the rules described above in "INDIVIDUAL RETIREMENT ACCOUNT PLANS."
These plans are subject to the general employer's deduction limitations
applicable to all corporate qualified plans.
PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX-EXEMPT ORGANIZATIONS. Under the provisions
of Section 403(b) of the Code, purchase payments made for annuity contracts
purchased for employees under annuity plans adopted by public school systems and
certain organizations which are tax exempt under Section 501(c)(3) of the Code
are excludable from the gross income of such employees to the extent that the
aggregate purchase payments for such annuity contracts in any year do not exceed
the maximum contribution permitted under the Code.
A Contract qualifying under Section 403(b) of the Code must provide that
withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) may not begin before the employee
attains age 59 1/2, separates from service, dies, or becomes disabled. In the
case of hardship a Contract Owner may withdraw amounts contributed by salary
reduction, but not the earnings on such amounts. The distribution restrictions
are effective for years beginning after December 31, 1988, but only with respect
to amounts that were not held under the Contract as of that date. Even though a
distribution may be permitted under these rules (e.g., for hardship or after
separation from service), it may nonetheless be subject to a 10% penalty tax as
a premature distribution, in addition to income tax. Also, there is a mandatory
20% income tax withholding on any eligible rollover distribution, unless it is a
direct rollover to another qualified plan in accordance with IRS rules.
TEXAS OPTIONAL RETIREMENT PROGRAM. Under a Code Section 403(b) annuity contract
issued as a result of participation in the Texas Optional Retirement Program,
distributions may not be received except in the case of the participant's death,
retirement or termination of employment in the Texas public institutions of
higher education. These restrictions are imposed by reason of an opinion of the
Texas Attorney General interpreting the Texas laws governing the Optional
Retirement Program.
SECTION 457 PLANS FOR STATE GOVERNMENTS AND TAX-EXEMPT ENTITIES. Code Section
457 allows employees of a state, one of its political subdivisions, or certain
tax-exempt entities to participate in eligible government deferred compensation
plans. An eligible plan, by its terms, must not allow deferral of more than
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<PAGE>
$7,500 or 33-1/3% of a participant's includible compensation for the taxable
year, whichever is less. Includible compensation does not include amounts
excludable under the eligible deferred compensation plan or amounts paid into a
Code Section 403(b) annuity. The amount a participant may defer must be reduced
dollar-for-dollar by elective deferrals under a SEP, 401(k) plan or a deductible
employee contribution to a 501(c)(18) plan. Under eligible deferred compensation
plans the state, political subdivision, or tax-exempt entity will be owner of
the Contract.
If an employee also participates in another eligible plan or contributes to a
Code Section 403(b) annuity, a single limit of $7,500 will be applied for all
plans. Additionally, the employee must designate how much of the $7,500 or
33-1/3% limitation will be allocated among the various plans. Contributions to
an eligible plan will serve to reduce the maximum exclusion allowance for a Code
Section 403(b) annuity.
Amounts received by employees under such plans generally are includible in gross
income in the year of receipt.
NON-INDIVIDUAL OWNERS. Non-individual Owners (e.g., a corporation) of deferred
annuity contracts generally will be currently taxed on any increase in the cash
surrender value of the deferred annuity attributable to contributions made after
February 28, 1986. This rule does not apply to immediate annuities or to
deferred annuities held by a qualified pension plan, an IRA, a 403(b) plan,
estates, employers with respect to terminated pension plans, or a nominee or
agent holding a contract for the benefit of an individual. Corporate-owned
annuities may result in exposure to the alternative minimum tax, to the extent
that income on the annuities increases the corporation's adjusted current
earnings.
Loans (Qualified Policies Only)
Loans will be permitted only for TSAs and Policies issued to a plan qualified
under Section 401(a) and 401(k) of the Code. Loans are made from the Policy's
value on a pro-rata basis from all accounts. The maximum loan amount is the
amount determined under the Company's maximum loan formula for qualified plans.
The minimum loan amount is $1,000. Loans will be secured by a security interest
in the Policy. Loans are subject to applicable retirement legislation and their
taxation is determined under the Federal income tax laws. The amount borrowed
will be transferred to a fixed, minimum guarantee loan assets account in the
Company's General Account, where it will accrue interest at a specified rate
below the then current loan interest rate. Generally, loans must be repaid
within five (5) years. When repayments are received, they will be allocated in
accordance with the contract owner's most recent allocation instructions.
The amount of the death benefit, the amount payable on a full surrender and the
amount applied to provide an annuity on the Annuity Date will be reduced to
reflect any outstanding loan balance (plus accrued interest thereon). Partial
withdrawals may be restricted by the maximum loan limitation.
VOTING RIGHTS
To the extent required by law, First Allmerica will vote Fund shares held by
each Sub-Account in accordance with instructions received from Contract Owners
and, after the Annuity Date, from the Annuitants. Each person having a voting
interest in a Sub-Account will be provided with proxy materials of the Fund
together with a form with which to give voting instructions to First Allmerica.
Shares for which no timely instructions are received will be voted in proportion
to the instructions which are received. First Allmerica will vote in its
discretion shares attributable to its investment in a Sub- Account. If the 1940
Act or any rules thereunder should be amended or if the present interpretation
of the 1940 Act or such rules should change, and as a result First Allmerica
determines that it is permitted to vote shares in its own right, whether or not
such shares are attributable to the Contracts, First Allmerica reserves the
right to do so.
The number of votes which a Contract Owner or Annuitant may cast will be
determined by First Allmerica as of the record date established by the Fund.
During the accumulation period, the number of Fund shares attributable to each
Contract Owner will be determined by dividing the dollar value of the
Accumulation Units of the Sub-Account credited to the Contract by the net asset
value of one Fund share.
During the annuity period, the number of Fund shares attributable to each
Annuitant will be determined by dividing the reserve held in each Sub-Account
for the Annuitant's variable annuity by the net asset value of one Fund share.
Ordinarily, the Annuitant's voting interest in the Fund will decrease as the
reserve for the variable annuity is depleted.
DISTRIBUTION
The Contracts offered by the Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities Exchange
Act of 1934 and members of the National Association of Securities Dealers, Inc.
("NASD"). The Contracts are also offered through Allmerica Investments, Inc.,
which is the principal underwriter and distributor of the Contracts. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653, is a
registered broker-dealer, member of the NASD and an indirect wholly-owned
subsidiary of First Allmerica.
First Allmerica pays commissions not to exceed 5.5% of purchase payments to
broker-dealers which sell the Contracts.
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<PAGE>
To the extent permitted by NASD rules, promotional incentives or payments may
also be provided to such broker-dealers based on sales volumes, the assumption
of wholesaling functions, or other sales-related criteria. Additional payments
may be made for other services not directly related to the sale of the
Contracts, including the recruitment and training of personnel, production of
promotional literature, and similar services.
First Allmerica intends to recoup commissions and other sales expenses through a
combination of anticipated contingent deferred sales charges and profits from
First Allmerica's General Account. Commissions paid on the Contracts, including
additional incentives or payments, do not result in any additional charge to
Contract Owners or to the Separate Account. Any contingent deferred sales
charges assessed on a Contract will be retained by First Allmerica. Contract
Owners may direct any inquiries to their financial adviser or to Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653,
508-855-3590.
REPORTS
A Contract Owner is sent a report semi-annually which states certain financial
information about the Funds. First Allmerica will also furnish an annual report
to the Contract Owner containing a statement of his or her account, including
unit values and other information required by applicable law, rules and
regulations.
PERFORMANCE INFORMATION
The Contracts were first offered to the public in ____________________. However,
the Company may advertise "Total Return" and Average Total Return.
The "total return" of a Sub-Account refers to the total of the income generated
by an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by certain charges, and expressed as a percentage of
the investment.
The "yield" of the Money Market Sub-Account refers to the income generated by an
investment in the Sub-Account over a seven-day period (which period will be
specified in the advertisement). This income is then "annualized" by assuming
that the income generated in the specific week is generated over a 52-week
period. This annualized yield is shown as a percentage of the investment. The
"effective yield" calculation is similar, but when annualized, the income earned
by an investment in the Sub-Account is assumed to be reinvested. Thus the
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
The total return, yield, and effective yield figures are adjusted to reflect the
Sub-Account's asset charges. The total return figures also reflect the $30
annual Contract Fee and the contingent deferred sales charge which would be
assessed if the investment were completely redeemed at the end of the specific
period.
First Allmerica may also advertise supplemental total return performance
information. Supplemental total return refers to the total of the income
generated by an investment in the Sub-Account and of the changes of value of the
principal invested (due to realized and unrealized capital gains or losses),
adjusted by the Sub-Account's annual asset charges, and expressed as a
percentage of the investment. Because it is assumed that the investment is NOT
redeemed at the end of the specified period, the withdrawal charge is NOT
included in the calculation of supplemental total return.
Performance information for a Sub-Account may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S & P
500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond
Index or other unmanaged indices so that investors may compare the Sub-Account
results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services, a widely used independent research firm
which ranks mutual funds and other investment products by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons, such as Morningstar, Inc., who rank such investment
products on overall performance or other criteria; or (iii) the Consumer Price
Index (a measure for inflation) to assess the real rate of return from an
investment in the Sub-Account. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.
Performance information for any Sub-Account reflects only the performance of a
hypothetical investment in the Sub- Account during the particular time period on
which the calculations are based. Performance information should be considered
in light of the investment objectives and policies, characteristics and quality
of the portfolio of the Fund in which the Sub-Account invests and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1995
-----------------------------------------------------------------
(Assuming COMPLETE redemption of the investment)
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF FUND 12/31/95 3 YEARS 5 YEARS INCEPTION*
------------ -------- ------- ------- -----------
<S> <C> <C> <C> <C>
Money Market -2.06% 1.23% 2.55% 4.42%
Select Aggressive Growth 24.05% 12.73% N/A 17.67%
Select Growth 16.45% 4.50% N/A 7.47%
Select Growth and Income 22.11% 10.26% N/A 9.13%
Select Income 8.93% 4.32% N/A 4.13%
Select Int'l. Equity 11.55% N/A N/A 4.01%
Select Capital Appreciation N/A N/A N/A 31.72%
VIPF High Income 12.53% 9.70% 16.93% 9.90%
VIPF Equity-Income 26.70% 16.71% 19.32% 11.74%
VIPF Growth 26.96% 14.43% 18.79% 13.22%
T. Rowe Price Int'l Stock 3.21% N/A N/A 2.16%
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1995
-----------------------------------------------------------------
(Assuming NO redemption of the investment)
<TABLE>
<CAPTION>
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF FUND 12/31/95 3 YEARS 5 YEARS INCEPTION*
------------ -------- ------- ------- -----------
<S> <C> <C> <C> <C>
Money Market 4.38% 2.81% 3.08% 4.42%
Select Aggressive Growth 30.49% 14.01% N/A 18.48%
Select Growth 22.88% 5.99% N/A 8.46%
Select Growth and Income 28.55% 11.60% N/A 10.09%
Select Income 15.36% 5.81% N/A 5.20%
Select Int'l. Equity 17.99% N/A N/A 7.47%
Select Capital Appreciation N/A N/A N/A 38.22%
VIPF High Income 19.03% 11.07% 17.25% 9.90%
VIPF Equity-Income 33.20% 17.92% 19.62% 11.74%
VIPF Growth 33.46% 15.69% 19.09% 13.22%
T. Rowe Price Int'l Stock 9.62% N/A N/A 5.80%
</TABLE>
*The inception dates for the Underlying Funds are: 4/29/85 for Money Market;
8/21/92 for Select Aggressive Growth, Select Growth, Select Income, and
Select Growth and Income; 5/01/94 for Select International Equity; 10/09/86
for VIP Growth; 9/19/85 for VIP High Income; 3/31/94 for the T. Rowe Price
International Stock; 4/28/95 for the Select Capital Appreciation Fund.
CHANGES IN OPERATION OF THE SEPARATE ACCOUNT
First Allmerica reserves the right, subject to compliance with applicable law,
to (1) transfer assets from the Separate Account or any Sub-Account to another
of First Allmerica's separate accounts or sub-accounts having assets of the same
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<PAGE>
class, (2) to operate the Separate Account or Sub-Accounts as a management
investment company under the 1940 Act or in any other form permitted by law, (3)
to deregister the Separate Account under the 1940 Act in accordance with the
requirements of the 1940 Act, and (4) to substitute the shares of any other
registered investment company for the Fund shares held by a Sub-Account, in the
event that Fund shares are unavailable for investment, or if First Allmerica
determines that further investment in such Fund shares is inappropriate in view
of the purpose of the Sub-Account. In no event will the changes described above
be made without notice to Contract Owners in accordance with the 1940 Act.
First Allmerica reserves the right, subject to compliance with applicable law,
to change the names of the Separate Account or any Sub-Accounts.
LEGAL MATTERS
There are no legal proceedings pending to which the Separate Account is a party.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
First Allmerica reserves the right, subject to applicable law, to make additions
to, deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any Fund
are no longer available for investment or if in First Allmerica's judgment
further investment in any Fund should become inappropriate in view of the
purposes of the Separate Account or the affected Sub-Account, First Allmerica
may redeem the shares of that Fund and substitute shares of another registered
open-end management company. First Allmerica will not substitute any shares
attributable to a Contract interest in a Sub-Account without notice to the
Contract Owner and prior approval of the SEC and state insurance authorities, to
the extent required by the 1940 Act or other applicable laws. The Separate
Account may, to the extent permitted by law, purchase other securities for other
contracts or permit a conversion between contracts upon request by a Contract
Owner.
First Allmerica also reserves the right to establish additional Sub-Accounts,
each of which would invest in shares corresponding to a new Fund or in shares of
another investment company having a specified investment objective. Subject to
applicable law and any required SEC approval, First Allmerica may, in its sole
discretion, establish new Sub-Accounts or eliminate one or more Sub-Accounts if
marketing needs, tax considerations or investment conditions warrant. Any new
Sub-Accounts may be made available to existing Contract Owners on a basis to be
determined by First Allmerica.
Shares of the Funds are also issued to separate accounts of First Allmerica and
its affiliates which issue variable life policies ("mixed funding") and other
variable annuities. It is conceivable that in the future such mixed funding may
be disadvantageous for variable life or variable annuity Contract Owners.
Although First Allmerica, the Trust, VIP and T. Rowe Price do not currently
foresee any such disadvantage to either variable life insurance or variable
annuity Contract Owners, First Allmerica and the Trustees of the Trust, VIP
and T. Rowe Price intend to monitor events in order to identify any material
conflicts and to determine what action, if any should be taken in response
thereto. If the Trustees were to conclude that separate funds should be
established for variable life and variable annuity separate accounts, First
Allmerica will bear the attendant expenses.
If any of these substitutions or changes are made, First Allmerica may by
appropriate endorsement change the Contract to reflect the substitution or
change and will notify Contract Owners of all such changes. If First Allmerica
deems it to be in the best interest of Contract Owners, and subject to any
approvals that may be required under applicable law, the Separate Account or any
Sub-Account(s) may be operated as a management company under the 1940 Act, may
be deregistered under the 1940 Act if registration is no longer required, or may
be combined with other Sub-Accounts or other separate accounts of First
Allmerica.
FURTHER INFORMATION
A Registration Statement under the Securities Act of 1933 relating to this
offering has been filed with the Securities and Exchange Commission. Certain
portions of the Registration Statement and amendments have been omitted in this
Prospectus pursuant to the rules and regulations of the SEC. The omitted
information may be obtained from the SEC's principal office in Washington, D.C.,
upon payment of the SEC's prescribed fees.
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APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT
Because of exemption and exclusionary provisions in the securities laws,
interests in the General Account, including the Fixed Account, are not subject
to regulation under the provisions of the Securities Act of 1933 or the
Investment Company Act of 1940. Disclosures regarding the fixed portion of the
Contract and the Fixed Account may be subject to the provisions of the
Securities Act of 1933 concerning the accuracy and completeness of statements
made in the Prospectus. The disclosures in this APPENDIX A have not been
reviewed by the Securities and Exchange Commission.
The General Account of First Allmerica is made up of all of the general assets
of First Allmerica other than those allocated to any separate account.
Allocations to the Fixed Account become part of the assets of First Allmerica
and are used to support insurance and annuity obligations.
A portion or all of purchase payments may be allocated to accumulate at a fixed
rate of interest in the Fixed Account. The amount of any purchase payment
allocated to the Fixed Account must be at least $500. Amounts less than $500
will be applied instead to the Money Market Sub-Account. Amounts allocated to
the Fixed Account are guaranteed by First Allmerica as to principal and a
minimum rate of interest. Under the Contracts, the minimum interest which may be
credited on amounts allocated to the Fixed Account is 3.5% compounded annually.
Additional "excess interest" may or may not be credited at the sole discretion
of First Allmerica. Initial and subsequent interest rates on amounts allocated
to the Fixed Account, either as purchase payments, transfers or amounts
remaining in the Fixed Account after the end of a guaranteed period ("maturity
date"), will be guaranteed for periods of one year.
An amount may not be transferred from the Fixed Account to a Sub-Account prior
to its maturity date or after the Annuity Date. The transfer must leave a
balance with respect to the amount subject to maturity of at least $500, unless
the entire amount is transferred. A transfer to the Fixed Account must involve
an amount of at least $500. Any amount less than $500 will be transferred
instead to the Money Market Sub-Account.
Prior to the maturity date, First Allmerica will notify the Contract Owner of
the new interest rate applicable for the next one-year period applicable both to
new purchase payments and maturing amounts. Unless First Allmerica receives in
writing, at least five business days prior to the maturity date, a request from
the Contract Owner to apply the maturing amount to a new guaranteed interest
rate period of one year or to a Sub-Account, the amount will be transferred
after the maturity date to the Money Market Sub-Account.
Transfers from the Fixed Account to a Sub-Account will be effected at the value
next computed after the maturity date. For any period between the maturity date
and the next Valuation Date for the Sub-Account, the amount to be transferred
will remain in the Fixed Account at the then current rate.
If the Contract Owner makes partial withdrawals from his or Contract, amounts
must first be withdrawn from all allocations to Sub-Accounts before amounts
allocated to the Fixed Account may be withdrawn. If a Contract is surrendered,
partially redeemed, or annuitized under any fixed period certain, a contingent
deferred sales charge is imposed if such event occurs before the purchase
payments attributable to the surrender, withdrawal or annuitization have been
credited to the Contract less than seven full Contract years. For the purpose of
calculating surrender charges, surrenders and redemptions are deemed made
pursuant to the FIFO ("first in, first out") method of accounting. However,
withdrawals from the Fixed Account will be made on a LIFO (last in, first out)
basis; i.e., withdrawals will be made first from amounts attributable to the
most recent purchase payment.
APPENDIX B
EXCHANGE OFFER
A. Variable Contract Exchange Offer.
First Allmerica reserves the right to suspend this exchange offer at any time.
This exchange offer applies to all variable annuity contracts issued by First
Allmerica and its indirect wholly owned subsidiary Allmerica Financial Life
Insurance and Annuity Company ("Allmerica Financial"), except for contracts
A3018-94 and A3021-93 issued by the Company and contracts A3021-93 and A3018-91
issued by Allmerica Financial (and state variation forms thereof, which together
include all contracts sold as ExecAnnuity Plus). A variable annuity contract to
which this exchange offer applies may be exchanged at net asset value for the
Contract described in this Prospectus. To effect an exchange, First Allmerica
should receive (1) a completed application for the Contract, (2) written request
for the exchange, (3) the contract to be exchanged for the Contract, and (4) a
signed Letter of Awareness.
Contingent Deferred Sales Charge Computation. No surrender charge applicable to
the contracts to be exchanged will apply to the surrender effecting the
exchange. Where a contract, other than a Contract or Medallion contract,
discussed below, is exchanged for a Contract, the contingent deferred sales
charge under the acquired Contract will be computed as if prior purchase
payments for the exchanged contract had been made for the acquired Contract on
the date of issue of the exchanged contract. Where another Contract or Medallion
contract is exchanged for a new Contract, the contingent deferred sales charge
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under the acquired Contract will be computed as if prior purchase payments for
the exchanged Contract or Medallion contract had been made for the acquired
Contract at least as early as the date on which they were made for the exchanged
Contract or Medallion contract. For those exchanged contracts for which a
front-end sales charge was deducted from each purchase payment, the transferred
accumulated values will be treated as "Old Payments" under the Contract, so that
no deferred sales charge will be assessed on aggregate subsequent withdrawals
from the Contract of up to the amount of the transferred accumulated values. For
additional purchase payments made under the Contract after the transfer of
accumulated value from the exchanged contract, the contingent deferred sales
charge will be computed based on the number of years that the additional
purchase payments to which the withdrawal is attributed have been credited under
the Contract, as provided in this Prospectus.
Summary of Differences between the Acquired Contract and Exchanged Contracts.
The Contract and the variable contracts to which this exchange offer applies, if
other than another Contract or Medallion contract, differ substantially as
summarized below. There may be additional differences important to a person
considering an exchange, and the prospectuses of the Contract and the variable
contract to be exchanged should be reviewed carefully before the exchange is
made.
Contingent Deferred Sales Charge. The contingent deferred sales charge under the
Contract, as described in this Prospectus, imposes higher charge percentages
against the excess amount redeemed and generally applies such percentages for a
greater number of years than the exchanged contracts. For certain classes of
exchanged contracts, new purchase payments, subject to the contingent deferred
sales charge under the Contract, would not have been subject to the charge under
the exchanged contract.
Contract Fee and Administrative Expense Charge. Under the Contract, First
Allmerica deducts a Contract Fee, at a maximum of $30, on each policy
anniversary date and upon full surrender, when the Accumulated Value is $50,000
or less, and assesses each Subaccount with a daily administrative expense charge
at an annual rate of 0.15% of the average daily net assets of the Subaccount.
Depending on the class of contracts to which this exchange offer is made, either
no policy fee is deducted or a policy fee of $9 is deducted twice a year. For
certain classes of contracts, a combined sales and administrative expense is
deducted from purchase payments. No administrative expense charge based on a
percentage of Subaccount assets is imposed under the contracts to which this
exchange offer is made.
Transfer Charge. No charges for transfers among the Subaccounts and the General
Account are imposed for contracts to which this exchange offer is made.
Currently, no such charge is imposed under the Contract and the first six
transfers in a Contract year are guaranteed to be free of any charge. However,
First Allmerica reserves the right to assess a charge, guaranteed never to
exceed $25, for the seventh and each subsequent transfer in a Contract year.
Death Benefit. The Contract offers a "stepped-up death benefit" which is not
offered under the exchanged contract; namely, the minimum death benefit that
would have been payable on the most recent fifth year Contract Anniversary,
adjusted for subsequent purchase payments and withdrawals after that date. Upon
exchange for the Contract, the accumulated value of the exchanged contract
becomes the "purchase payment" for the Contract. Therefore, the prior purchase
payments made for the exchanged contract would not become a basis for
determining the gross payment (less redemptions) guarantee under the Contract.
Consequently, whether the initial minimum death benefit under the Contract
acquired in an exchange is greater than, equal to, or less than the death
benefit of the exchanged contract depends upon whether the accumulated value
transferred to the Contract is greater than, equal to, or less than the gross
payments (less redemptions) under the exchanged contract.
Annuity Tables. The contracts to which this exchange offer is made contain more
favorable annuity tables than the Contract for use in determining the amount of
the first variable annuity payment under the annuity options offered. The
contracts and the Contract each provide minimum guarantees.
Investments. Accumulated Value and purchase payments under the Contract may be
allocated to several underlying funds in addition to those permitted under the
exchanged contracts.
Summary of Differences between the Acquired Contract and Medallion Contract.
Contracts A3019-94 and A3022-93 issued by First Allmerica and contracts A3019-92
and A3022-93 issued by Allmerica Financial and state variations thereof, which
together include all contracts sold as Delaware Medallion ("Medallion"), differ
with the Contract in the following material ways (the prospectuses of the
Contract and Medallion contracts should be reviewed carefully before any
exchange):
Contingent Deferred Sales Charge. The contingent deferred sales charge under the
Contract, as described in this Prospectus, imposes lower charge percentages
against the excess amount redeemed.
Death Benefit. Upon exchange for the Contract, the accumulated value of
exchanged Medallion contract becomes the "purchase payment" for the Contract.
Therefore, the prior purchase payments made for the exchanged Medallion contract
would not become a basis for determining the gross payment (less redemptions)
guarantee under the Contract. Consequently, whether the initial minimum death
benefit under the Contract acquired in an exchange is greater than, equal to, or
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less than the death benefit of exchanged Medallion depends upon whether the
accumulated value transferred to the Contract is greater than, equal to, or less
than the gross payments (less redemptions) under the exchanged Medallion
contract.
Investments. Accumulated Value and purchase payments under the Contract and
Medallion contract are allocable to different underlying funds underlying
investment companies.
Fixed Account. The Contract has a Fixed Account minimum guaranteed interest rate
of 3.5% compounded annually. The Medallion contract has a fixed account minimum
guaranteed interest rate of 3% compounded annually. Under the Contract, amounts
may not be transferred from the Fixed Account to a Sub-Account prior to the end
of the applicable one-year guaranteed period.
B. Fixed Annuity Exchange Offer.
This exchange offer also applies to all fixed annuity contracts issued by
Allmerica Financial. A fixed annuity contract to which this exchange offer
applies may be exchanged at net asset value for the Contract described in this
Prospectus, subject to the same provisions for effecting the exchange and for
applying the Contract's contingent deferred sales charge as described above for
variable annuity contracts. This Prospectus should be read carefully before
making such exchange. Unlike a fixed annuity, the Contract's value is not
guaranteed and will vary depending on the investment performance of the
underlying funds to which it is allocated. The Contract has a different charge
structure than a fixed annuity contract, which includes not only a contingent
deferred sales charge that may vary from that of the class of contracts to which
the exchanged fixed contract belongs, but also Contract fees, mortality and
expense risk charges (for First Allmerica's assumption of certain mortality and
expense risks), administrative expense charges, transfer charges (for transfers
permitted among Subaccounts and the General Account), and expenses incurred by
the underlying funds. Additionally, the interest rates offered under the General
Account of the Contract and the Annuity Tables for determining minimum annuity
payments may be different from those offered under the exchanged fixed contract.
C. Exercise of "Free-Look Provision" after any Exchange.
Persons who, under the terms of this exchange offer, exchange their contract for
the Contract and subsequently revoke the Contract within the time permitted, as
described in the sections of this Prospectus captioned "RIGHT TO REVOKE
CONTRACT" will have their exchanged contract automatically reinstated as of the
date of revocation. The refunded amount will be applied as the new current
accumulated value under the reinstated contract, which may be more or less than
it would have been had no exchange and reinstatement occurred. The refunded
amount will be allocated initially among the general account and subaccounts of
the reinstated contract in the same proportion that the value in the general
account and the value in each subaccount bore to the transferred accumulated
value on the date of the exchange of the contract for the Contract. For purposes
of calculating any contingent deferred sales charge under the reinstated
contract, the reinstated contract will be deemed to have been issued and to have
recei ved past purchase payments as if there had been no exchange.
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FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
for
Group and Individual Variable Annuity Contracts Funded through
Allmerica Select Separate Account
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS FOR THE SEPARATE ACCOUNT DATED MAY 1, 1996
("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM ALLMERICA INVESTMENTS,
INC., 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653, (508) 855-3590.
DATED APRIL 30, 1996
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY............................................... 2
TAXATION OF THE CONTRACT, THE SEPARATE ACCOUNT AND FIRST ALLMERICA............ 2
SERVICES...................................................................... 3
UNDERWRITERS.................................................................. 3
ANNUITY PAYMENTS.............................................................. 3
PERFORMANCE INFORMATION....................................................... 5
FINANCIAL STATEMENTS.......................................................... 8
GENERAL INFORMATION AND HISTORY
Allmerica Select Separate Account ("Separate Account") is a separate investment
account of First Allmerica Financial Life Insurance Company ("First Allmerica")
authorized pursuant to a vote of the Board of Directors on August 20, 1991.
First Allmerica, 440 Lincoln Street, Worcester, Massachusetts, is a mutual life
insurance company organized under the laws of Massachusetts in 1844.
Currently, 11 Subaccounts of the Separate Account are available under the
Contracts. Each Subaccount invests in a corresponding investment portfolio of
Allmerica Investment Trust ("Trust"), Variable Insurance Products Fund ("VIP")
or T. Rowe Price International Series, Inc. ("T. Rowe Price").
The Trust, VIP and T. Rowe Price are open-end, diversified series investment
companies. Seven different funds of the Trust are available under the Policies:
Select International Equity Fund, Select Aggressive Growth Fund, Select
Capital Appreciation Fund, Select Growth Fund, Select Growth and Income Fund,
Select Income Fund and Money Market Fund. Three of the portfolios of VIP are
available under the Policies: the High Income Portfolio, Equity-Income
Portfolio and Growth Portfolio. One portfolio of T. Rowe Price is available
under the Policies: the International Stock Portfolio. Each Fund, Portfolio
and Series available under the Contracts has its own investment objectives and
certain attendant risks.
TAXATION OF THE CONTRACT, SEPARATE
ACCOUNT AND FIRST ALLMERICA
First Allmerica currently imposes no charge for taxes payable in connection with
the Contract, other than for state and local premium taxes and similar
assessments when applicable. First Allmerica reserves the right to impose a
charge for any other taxes that may become payable in the future in connection
with the Contracts or the Separate Account.
The Separate Account is considered to be a part of and taxed with the operations
of First Allmerica. First Allmerica is taxed as a mutual life insurance company
under subchapter L of the Code and files a consolidated tax return with its
affiliated companies.
First Allmerica reserves the right to make a charge for any effect which the
income, assets, or existence of Contracts or the
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Separate Account may have upon its tax. Such charge for taxes, if any, will be
assessed on a fair and equitable basis in order to preserve equity among classes
of Contract Owners. The Separate Account presently is not subject to tax.
SERVICES
Custodian of Securities. First Allmerica serves as custodian of the assets of
the Separate Account. Trust shares owned by the Sub-Accounts are held on an open
account basis. A Sub-Account's ownership of Trust shares is reflected on the
records of the Trust and not represented by any transferable stock certificates.
Experts. The financial statements of First Allmerica as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995 and
of Allmerica Select Separate Account of First Allmerica as of December 31, 1995
and for the periods indicated, included in this Statement of Additional Informa-
tion constituting part of the Registration Statement, have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
The financial statements of First Allmerica included herein should be considered
only as bearing on the ability of First Allmerica to meet its obligations under
the Contracts.
UNDERWRITERS
Allmerica Investments, Inc., a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. (NASD), serves as principal underwriter for the Contracts pursuant
to a contract with First Allmerica and the Separate Account. Allmerica
distributes the Contracts on a best efforts basis. Allmerica Investments, Inc.,
440 Lincoln Street, Worcester, Massachusetts 01653 was organized in 1969 as a
wholly-owned subsidiary of First Allmerica and is an indirectly wholly-owned
subsidiary of First Allmerica.
The Contracts offered by this Prospectus are offered continuously and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable annuity
contracts.
All persons selling the Contracts are required to be licensed by their
respective state insurance authorities for the sale of variable annuity
contracts. First Allmerica pays commissions not to exceed 5.5% of purchase
payments to entities which sell the Contracts. To the extent permitted under
NASD rules, promotional incentives or payments may also be provided to such
entities based on sales volumes, the assumption of wholesaling functions, or
other sales-related criteria. Additional payments may be made for other services
not directly related to the sale of the Contracts, including the recruitment and
training of personnel, production of promotional literature, and similar
services.
Commissions paid by First Allmerica do not result in any charge to Contract
Owners or to the Separate Account in addition to the charges described under
"CHARGES AND DEDUCTIONS" in the Prospectus. First Allmerica intends to recoup
the commission and other sales expense through a combination of anticipated
surrender, partial redemption, and/or annuitization charges, profits from First
Allmerica's general account, including the investment earnings on amounts
allocated to accumulate on a fixed basis in excess of the interest credited on
fixed accumulations by First Allmerica, and the profit, if any, from the
mortality and expense risk charge.
The aggregate amount of commissions retained by Allmerica Investments, Inc. with
respect to sales of the Contracts in 1995 was $______ and _____ in 1994. The
aggregate amount of commissions paid to independent broker-dealers in 1995 was
$_______ and ______ in 1994.
ANNUITY PAYMENTS
The method by which the Accumulated Value under the Contract is determined is
described in detail under "COMPUTATION OF CONTRACT VALUES AND ANNUITY PAYMENTS"
in the Prospectus.
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Illustration of Accumulation Unit Calculation Using Hypothetical Example. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated by
the following hypothetical example: Assume that the assets of a Sub-Account at
the beginning of a one-day Valuation Period were $5,000,000; that the value of
an Accumulation Unit on the previous date was $1.135000; and that during the
Valuation Period, the investment income and net realized and unrealized capital
gains exceed net realized and unrealized capital losses by $1,675. The
Accumulation Unit value at the end of the current Valuation Period would be
calculated as follows:
(1) Accumulation Unit Value - Previous Valuation Period.............. $ 1.135000
(2) Value of Assets - Beginning of Valuation Period.................. $5,000,000
(3) Excess of investment income and net gains over capital losses.... $1,675
(4) Adjusted Gross Investment Rate for the valuation period (3):(2).. 0.000335
(5) Annual Charge (one day equivalent of 1.40% per annum)............ 0.000038
(6) Net Investment Rate (4)-(5)...................................... 0.000297
(7) Net Investment Factor 1.000000 + (6)............................. 1.000297
(8) Accumulation Unit Value - Current Period (1)x(7)................. $ 1.135337
Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
accumulated unit value at the end of the Valuation Period would have been
$1.134577.
The method for determining the amount of annuity payments is described in detail
under "COMPUTATION OF CONTRACT VALUES AND ANNUITY PAYMENT" in the Prospectus.
Illustration of Variable Annuity Payment Calculation Using Hypothetical Example.
The determination of the Annuity Unit value and the variable annuity payment may
be illustrated by the following hypothetical example: Assume an Annuitant has
40,000 Accumulation Units in a Separate Account, and that the value of an
Accumulation Unit on the Valuation Date used to determine the amount of the
first variable annuity payment is $1.120000. Therefore, the Accumulation Value
of the Contract is $44,800 (40,000 x $1.120000). Assume also that the Contract
Owner elects an option for which the first monthly payment is $6.57 per $1,000
of Accumulated Value applied. Assuming no premium tax or contingent deferred
sales charge, the first monthly payment would be 44.800 multiplied by $6.57, or
$294.34.
Next, assume that the Annuity Unit value for the assumed rate of 3-1/2% per
annum for the Valuation Date as of which the first payment was calculated was
$1.100000. Annuity Unit values will not be the same as Accumulation Unit values
because the former reflect the 3-1/2% assumed interest rate used in the annuity
rate calculations. When the Annuity Unit value of $1.100000 is divided into the
first monthly payment the number of Annuity Units represented by that payment is
determined to be 267.5818. The value of this same number of Annuity Units will
be paid in each subsequent month under most options. Assume further that the net
investment factor for the Valuation Period applicable to the next annuity
payment is 1.000190. Multiplying this factor by .999906 (the one-day adjustment
factor for the assumed interest rate of 3-1/2% per annum) produces a factor of
1.000096. This is then multiplied by the Annuity Unit value on the immediately
preceding Valuation Date (assumed here to be $1.105000). The result is an
Annuity Unit value of $1.105106 for the current monthly payment. The current
monthly payment is then determined by multiplying the number of Annuity Units by
the current Annuity Unit value, or 267.5818 times $1.105106, which produces a
current monthly payment of $295.71.
Method for Determining Variable Annuity Option V Redemption and Illustration
Using hypothetical Example. As discussed in the Prospectus under "DESCRIPTION OF
VARIABLE ANNUITY OPTIONS," the Annuitant, or the beneficiary if the Annuitant
has died, may choose at any time to redeem the Contract and receive its commuted
value. Commuted value is the present value of remaining payments commuted at 3
1/2% interest. However, if the Annuitant elects the redemption, the
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remaining payments are deemed to be the remaining payments that would have been
payable had the Surrender Value, rather than the Accumulation Value, been
applied at the Annuity Date. The determination of the commuted value upon
redemption by an Annuitant may be illustrated by the following hypothetical
example.
Assume an annuity period of 10 years or longer is elected. The number of Annuity
Units each payment is based on would be calculated using the Accumulated Value.
Assume this results in 267.5818 Annuity Units. Assume the commuted value is
requested with 60 monthly payments remaining and a current Annuity Unit Value of
$1.200000. Based on these assumptions, the dollar amount of remaining payments
would be $321.10 a month for 60 months. If the commuted value was requested by a
beneficiary, the value would be based on the present value at 3 1/2% interest of
this stream of annuity payments. The commuted value would be $17,725.39.
However, if the commuted value is requested by an Annuitant, the value is
calculated as if the Surrender Value, not the Accumulated Value, had been used
to calculate the number of Annuity Units. Assume this results in 250 Annuity
Units. Based on these assumptions, the dollar amount of remaining payments would
be $300 a month for 60 months. The present value at 3 1/2% of all remaining
payments would be $16,560.72.
PERFORMANCE INFORMATION
Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the prospectus under
"PERFORMANCE INFORMATION." In addition, First Allmerica may provide advertising,
sales literature, periodic publications or other materials information on
various topics of interest to Contract owners and prospective Contract owners.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, market timing, dollar cost
averaging, asset allocation, constant ratio transfer and account rebalancing),
the advantages and disadvantages of investing in tax-deferred and taxable
investments, customer profiles and hypothetical purchase and investment
scenarios, financial management and tax and retirement planning, and investment
alternatives to certificates of deposit and other financial instruments,
including comparisons between the Contracts and the characteristics of and
market for such financial instruments.
The Contracts have been offered to the public only since March 15, 1994.
However, total return data may be advertised based on the period of time that
the Funds have been in existence. The results for any period prior to the
Contract being offered will be calculated as if the Contracts have been offered
during that period of time, with all charges assumed to be those applicable to
the Contracts.
Total Return
"Total Return" refers to the total of the income generated by an investment in a
Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specified period, reduced
by the Sub- Accounts asset charge and any applicable contingent deferred sales
charge which would be assessed upon complete redemption of the investment.
Total Return figures are calculated by standardized methods prescribed by rules
of the Securities and Exchange Commission. The quotations are computed by
finding the average annual compounded rates of return over the specified periods
that would equate the initial amount invested to the ending redeemable values,
according to the following formula:
P(1 + T)to the power of n = ERV
Where: P = a hypothetical initial payment to the Separate Account of $1,000
T = average annual total return
n = number of years
ERV = the ending redeemable value of the $1,000 payment at the end of
the specified period
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The calculation of Total Return includes the annual charges against the asset of
the Sub-Account. This charge is 1.40% on an annual basis. The calculation of
ending redeemable value assumes (1) the policy was issued at the beginning of
the period and (2) a complete surrender of the policy at the end of the period.
The deduction of the contingent deferred sales charge, if any, applicable at the
end of the period is included in the calculation, according to the following
schedule:
Charge as percentage
Years from date of purchase of New Purchase Payments
payment to date of withdrawal redeemed*
----------------------------- ---------
0-1 6.5%
2 6.0%
3 5.0%
4 4.0%
5 3.0%
6 2.0%
7 1.0%
More than 7 0.0%
*Subject to the maximum limit described in the prospectus.
No contingent deferred sales charge is deducted upon expiration of the periods
specified above. In all Contract years, a certain amount (withdrawal without
redemption charges," as described in the prospectus) is not subject to the
contingent sales load.
The calculations of Total Return include the deduction of the $30 Annual Policy
fee.
Supplemental Total Return Information
The Supplemental Total Return information in this section refers to the total of
the income generated by an investment in a Sub-Account and of the changes of
value of the principal invested (due to realized and unrealized capital gains or
losses) for a specified period reduced by the Sub-Account's asset charges.
However, it is assumed that the investment is NOT redeemed at the end of each
period.
The quotations of Supplemental Total Return are computed by finding the average
annual compounded rates of return over the specified periods that would equate
the initial amount invested to the ending values, according to the following
formula:
P(1 + T)to the power of n = EV
Where: P = a hypothetical initial payment to the Separate Account of $1,000
T = average annual total return
n = number of years
EV = the ending value of the $1,000 payment at the end of the
specified period
The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the policy
is NOT redeemed at the end of the specified period, and there is therefore no
adjustment for the contingent deferred sales charge that would be applicable if
the policy was redeemed at the end of the period.
The calculations of Supplemental Total Return includes the deduction of the $30
Annual Policy fee.
-6-
<PAGE>
Yield and Effective Yield - Money Market Sub-Account
Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 1995:
Yield 5.69%
Effective Yield 5.53%
The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the Securities and Exchange Commission. Under those
methods, the yield quotation is computed by determining the net change
(exclusive of capital changes) in the value of a hypothetical pre-existing
account having a balance of one accumulation unit of the Sub-Account at the
beginning of the period, subtracting a charge reflecting the annual 1.40%
deduction for mortality and expense risk and the administrative charge, dividing
the difference by the value of the account at the beginning of the same period
to obtain the base period return, and then multiplying the return for a
seven-day base period by (365/7), with the resulting yield carried to the
nearest hundredth of one percent.
The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:
Effective Yield = [(base period return + 1)(365/7)] - 1
The calculations of yield and effective yield do not reflect the $30 Annual
Policy fee.
-7-
<PAGE>
FINANCIAL STATEMENTS
Financial Statements are included for First Allmerica Financial Life Insurance
Company and its Allmerica Select Separate Account.
-8-
<PAGE>
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES -- December 31, 1995
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SELECT SELECT
AGGRESSIVE GROWTH GROWTH
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 3,109,345 $ 2,740,451
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 14,434 21,964
----------- -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,123,779 2,762,415
LIABILITIES:
Payable to First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
----------- -----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,123,779 $ 2,762,415
----------- -----------
----------- -----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 957,957 $ 1,135,786
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 2,165,822 1,626,629
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Value of annuitant mortality fluctuation reserve. . . . . . . . . . . -- --
----------- -----------
$ 3,123,779 $ 2,762,415
----------- -----------
----------- -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 733,842 894,909
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.305399 $ 1.269163
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 1,659,126 1,281,655
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.305399 $ 1.269163
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
SELECT
SELECT SELECT MONEY INTERNATIONAL
GROWTH & INCOME INCOME MARKET EQUITY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 4,858,200 $ 4,694,539 $ 4,396,732 $ 2,143,676
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 6,357 22,301 -- --
----------- ----------- ----------- -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,864,557 4,716,840 4,396,732 2,143,676
LIABILITIES:
Payable to First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 106,723 1,892
----------- ----------- ----------- -----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,864,557 $ 4,716,840 $ 4,290,009 $ 2,141,784
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 2,273,431 $ 2,385,743 $ 1,921,257 $ 673,728
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 2,581,126 2,322,166 2,359,404 1,467,943
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . -- -- -- 113
Value of annuitant mortality fluctuation reserve. . . . . . . . . . . 10,000 8,931 9,348 --
----------- ----------- ----------- -----------
$ 4,864,557 $ 4,716,840 $ 4,290,009 $ 2,141,784
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 1,716,566 2,080,909 1,803,629 597,214
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.324407 $ 1.146491 $ 1.065217 $ 1.128120
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 1,956,442 2,033,245 2,223,727 1,301,329
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.324407 $ 1.146491 $ 1.065217 $ 1.128120
</TABLE>
55
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SELECT VIPF
CAPITAL APPRECIATION HIGH INCOME
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 521,164 --
Investment in shares of Fidelity Variable Insurance
Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- $ 290,435
Investment in shares of T. Rowe Price International Series, Inc. . . . -- --
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 20,188 8,993
---------- ----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 541,352 $ 299,428
---------- ----------
---------- ----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 171,086 $ 136,071
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 369,989 163,138
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . 277 219
---------- ----------
$ 541,352 $ 299,428
---------- ----------
---------- ----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 123,708 124,118
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.382983 $ 1.096305
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 267,730 149,007
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.382983 $ 1.096305
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
VIPF VIPF T. ROWE
EQUITY INCOME GROWTH INTERNATIONAL STOCK
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . -- -- --
Investment in shares of Fidelity Variable Insurance
Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509,423 $ 321,102 --
Investment in shares of T. Rowe Price International Series, Inc. . . . -- -- $ 255,141
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 2,096 2,311 27,082
---------- ---------- ----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 511,519 $ 323,413 $ 282,223
---------- ---------- ----------
---------- ---------- ----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 201,457 $ 135,480 $ 139,944
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 309,824 187,686 142,066
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . 238 247 213
---------- ---------- ----------
$ 511,519 $ 323,413 $ 282,223
---------- ---------- ----------
---------- ---------- ----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 169,144 109,704 131,459
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.191039 $ 1.234960 $ 1.064543
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 260,329 152,178 133,653
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.191039 $ 1.234960 $ 1.064543
</TABLE>
The accompanying notes are an integral part of these financial statements.
56
<PAGE>
<TABLE>
<CAPTION>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT SELECT SELECT
AGGRESSIVE GROWTH GROWTH GROWTH AND INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
12/31/95 12/31/95 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . -- $ 400 $ 236,018
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . $ 23,477 20,936 38,187
Administrative expense charges . . . . . . . . . . . . . . 2,817 2,512 4,582
--------- --------- ---------
Total expenses . . . . . . . . . . . . . . . . . 26,294 23,448 42,769
--------- --------- ---------
Net investment income (loss) . . . . . . . . . . . . . . . . (26,294) (23,048) 193,249
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain . . . . . . . . . . . . . . . . . . . . 16,936 11,771 10,683
Net unrealized gain . . . . . . . . . . . . . . . . . . . 493,437 274,119 568,163
--------- --------- ---------
Net realized and unrealized gain on investments. . . . . . 510,373 285,890 578,846
--------- --------- ---------
Net increase in net assets from operations . . . . . . . . $ 484,079 $ 262,842 $ 772,095
--------- --------- ---------
--------- --------- ---------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT MONEY SELECT
INCOME MARKET INTERNATIONAL EQUITY
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
12/31/95 12/31/95 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . $ 203,753 $ 177,979 $ 28,766
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . 37,213 38,949 16,550
Administrative expense charges . . . . . . . . . . . . . . 4,466 4,674 1,986
--------- --------- ---------
Total expenses . . . . . . . . . . . . . . . . . 41,679 43,623 18,536
--------- --------- ---------
Net investment income (loss) . . . . . . . . . . . . . . . . 162,074 134,356 10,230
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain . . . . . . . . . . . . . . . . . . . . 8,732 -- 10,175
Net unrealized gain . . . . . . . . . . . . . . . . . . . 242,639 -- 199,163
--------- --------- ---------
Net realized and unrealized gain on investments. . . . . . 251,371 -- 209,338
--------- --------- ---------
Net increase in net assets from operations . . . . . . . . $ 413,445 $ 134,356 $ 219,568
--------- --------- ---------
--------- --------- ---------
</TABLE>
57
<PAGE>
<TABLE>
<CAPTION>
ALLMERICA SELECT SEPARATE ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT VIPF VIPF
CAPITAL APPRECIATION HIGH INCOME EQUITY INCOME
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
4/28/95* TO 12/31/95 5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,933 -- $ 4,111
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . . 1,130 $ 726 1,837
Administrative expense charges . . . . . . . . . . . . . . . 135 87 220
-------- -------- --------
Total expenses . . . . . . . . . . . . . . . . . . 1,265 813 2,057
-------- -------- --------
Net investment income (loss) . . . . . . . . . . . . . . . . 8,668 (813) 2,054
-------- -------- --------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain. . . . . . . . . . . . . . . . . . . . . . 354 619 874
Net unrealized gain (loss) . . . . . . . . . . . . . . . . . 27,053 6,246 35,367
-------- -------- --------
Net realized and unrealized gain (loss) on investments . . . 27,407 6,865 36,241
-------- -------- --------
Net increase (decrease) in net assets from operations. . . . $ 36,075 $ 6,052 $ 38,295
-------- -------- --------
-------- -------- --------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
VIPF T. ROWE
GROWTH INTERNATIONAL STOCK
FOR THE PERIOD FOR THE PERIOD
5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . -- --
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . . $ 779 $ 576
Administrative expense charges . . . . . . . . . . . . . . . 93 69
------- -------
Total expenses . . . . . . . . . . . . . . . . . . 872 645
------- -------
Net investment income (loss) . . . . . . . . . . . . . . . . (872) (645)
------- -------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain. . . . . . . . . . . . . . . . . . . . . . 892 16
Net unrealized gain (loss) . . . . . . . . . . . . . . . . . (6,028) 8,398
------- -------
Net realized and unrealized gain (loss) on investments . . . (5,136) 8,414
------- -------
Net increase (decrease) in net assets from operations. . . . $(6,008) $ 7,769
------- -------
------- -------
</TABLE>
*Date of initial investment
The accompanying notes are an integral part of these financial statements.
58
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT AGGRESSIVE GROWTH SELECT GROWTH SELECT GROWTH & INCOME
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED 4/28/94* YEAR ENDED 4/28/94* YEAR ENDED 4/19/94*
12/31/95 TO 12/31/94 12/31/95 TO 12/31/94 12/31/95 TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . .$ (26,294) $ (3,115) $ (23,048) $ (2,611) $ 193,249 $ 53,049
Net realized gain (loss) from security transactions. . . . 16,936 101 11,771 1,654 10,683 2,358
Net unrealized gain (loss) on investments. . . . . . . . . 493,437 10,676 274,119 (1,748) 568,163 (70,428)
---------- -------- ---------- -------- ---------- ----------
Net increase (decrease) in net assets from operations. . . 484,079 7,662 262,842 (2,705) 772,095 (15,021)
---------- -------- ---------- -------- ---------- ----------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . 271,631 23,204 247,421 16,647 381,309 100,298
Terminations . . . . . . . . . . . . . . . . . . . . . . . (22,871) (1,482) (12,655) (1,544) (32,802) (6,891)
Annuity benefits . . . . . . . . . . . . . . . . . . . . . (13,460) -- (9,608) -- (15,579) --
Other transfers from (to) the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 1,446,202 928,814 1,493,444 768,573 1,983,301 1,697,847
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . -- -- -- -- -- --
---------- -------- ---------- -------- ---------- ----------
Net increase in net assets from capital transactions . . . 1,681,502 950,536 1,718,602 783,676 2,316,229 1,791,254
---------- -------- ---------- -------- ---------- ----------
Net increase in net assets . . . . . . . . . . . . . . . . 2,165,581 958,198 1,981,444 780,971 3,088,324 1,776,233
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . 958,198 -- 780,971 -- 1,776,233 --
---------- -------- ---------- -------- ---------- ----------
End of period. . . . . . . . . . . . . . . . . . . . . . .$3,123,779 $958,198 $2,762,415 $780,971 $4,864,557 $1,776,233
---------- -------- ---------- -------- ---------- ----------
---------- -------- ---------- -------- ---------- ----------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT
SELECT INCOME MONEY MARKET INTERNATIONAL EQUITY
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED 4/19/94* YEAR ENDED 4/28/94* YEAR ENDED 5/27/94*
12/31/95 TO 12/31/94 12/31/95 TO 12/31/94 12/31/95 TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . $ 162,074 $ 54,490 $ 134,356 $ 39,757 $ 10,230 $ (477)
Net realized gain (loss) from security transactions. . . . 8,732 (513) -- -- 10,175 1,992
Net unrealized gain (loss) on investments. . . . . . . . . 242,639 (65,115) -- -- 199,163 (13,999)
---------- ---------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from operations. . . 413,445 (11,138) 134,356 39,757 219,568 (12,484)
---------- ---------- ---------- ---------- ---------- --------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . 498,807 174,228 11,468,186 7,935,472 214,178 18,216
Terminations . . . . . . . . . . . . . . . . . . . . . . . (46,136) (15,373) (60,708) (53,224) (30,670) (60)
Annuity benefits . . . . . . . . . . . . . . . . . . . . . (5,600) -- -- -- (17,277) 659,181
Other transfers from (to) the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 1,951,842 1,756,765 (9,379,959) (5,793,871) 1,091,032
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . -- -- -- -- -- 100
---------- ---------- ---------- ---------- ---------- --------
Net increase in net assets from capital transactions . . . 2,398,913 1,915,620 2,027,519 2,088,377 1,257,263 677,437
---------- ---------- ---------- ---------- ---------- --------
Net increase in net assets . . . . . . . . . . . . . . . . 2,812,358 1,904,482 2,161,875 2,128,134 1,476,831 664,953
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . 1,904,482 -- 2,128,134 -- 664,953 --
---------- ---------- ---------- ---------- ---------- --------
End of period . . . . . . . . . . . . . . . . . . . . . . . $4,716,840 $1,904,482 $4,290,009 $2,128,134 $2,141,784 $664,953
---------- ---------- ---------- ---------- ---------- --------
---------- ---------- ---------- ---------- ---------- --------
</TABLE>
59
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT CAPITAL
APPRECIATION VIPF HIGH INCOME VIPF EQUITY INCOME
PERIOD FROM PERIOD FROM PERIOD FROM
4/28/95* TO 12/31/95 5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . . . $ 8,668 $ (813) $ 2,054
Net realized gain from security transactions . . . . . . . . . 354 619 874
Net unrealized gain (loss) on investments. . . . . . . . . . . 27,053 6,246 35,367
--------- --------- ---------
Net increase (decrease) in net assets from operations. . . . . 36,075 6,052 38,295
--------- --------- ---------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . . . 74,004 24,172 40,532
Terminations . . . . . . . . . . . . . . . . . . . . . . . . . -- (5,093) (4,994)
Other transfers from the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . . . 431,073 274,097 437,486
Net increase in investment by First Allmerica Financial Life
Insurance Company (Sponsor) . . . . . . . . . . . . . . . . . 200 200 200
--------- --------- ---------
Net increase in net assets from capital transactions . . . . . 505,277 293,376 473,224
--------- --------- ---------
Net increase in net assets . . . . . . . . . . . . . . . . . . 541,352 299,428 511,519
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . . -- -- --
--------- --------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . . . $ 541,352 $ 299,428 $ 511,519
--------- --------- ---------
--------- --------- ---------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
VIPF GROWTH T. ROWE INTERNATIONAL STOCK
PERIOD FROM PERIOD FROM
5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . $ (872) $ (645)
Net realized gain from security transactions . . . . . . . 892 16
Net unrealized gain (loss) on investments. . . . . . . . . (6,028) 8,398
--------- ---------
Net increase (decrease) in net assets from operations. . . (6,008) 7,769
--------- ---------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . 17,133 11,459
Terminations . . . . . . . . . . . . . . . . . . . . . . . -- --
Other transfers from the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 312,088 262,795
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . 200 200
--------- ---------
Net increase in net assets from capital transactions . . . 329,421 274,454
--------- ---------
Net increase in net assets . . . . . . . . . . . . . . . . 323,413 282,223
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . -- --
--------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . $ 323,413 $ 282,223
--------- ---------
--------- ---------
</TABLE>
* Date of initial investment.
The accompanying notes are an integral part of these financial statements.
60
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995
NOTE 1 - ORGANIZATION
Allmerica select Separate Account (Allmerica Select) is a separate
investment account of First Allmerica Financial Life Insurance Company (the
Company), established on April 1, 1994 for the purpose of separating from the
general assets of the Company those assets used to fund certain variable
annuity policies issued by the Company. Effective October 16, 1995,
concurrent with the demutualization, the Company's name was changed from
State Mutual Life Assurance Company of America. Under applicable insurance
law, the assets and liabilities of Allmerica Select are clearly identified
and distinguished from the other assets and liabilities of the Company.
Allmerica Select cannot be charged with liabilities arising out of any other
business of the Company.
Allmerica Select is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Allmerica Select
currently offers eleven Sub-Accounts. Each Sub-Account invests exclusively in
a corresponding investment portfolio of the Allmerica Investment Trust (the
Trust) managed by Allmerica Investment Management Company, Inc., a
wholly-owned subsidiary of the Company or of the Variable Insurance Products
Fund (VIPF) managed by Fidelity Management and Research Company (Fidelity
Management), or of T. Rowe Price International Series, Inc. (T. Rowe)
managed by Price-Fleming. The Trust, VIPF, and T. Rowe (the Funds) are
open-end, diversified series management investment companies registered under
the 1940 Act.
Allmerica Select has two types of variable annuity policies, "qualified"
policies and "non-qualified" policies. A qualified policy is one that is
purchased in connection with a retirement plan which meets the requirements
of Section 401, 403, 408, or 457 of the Internal Revenue Code, while a
non-qualified policy is one that is not purchased in connection with one of
the indicated retirement plans. The tax treatment for certain partial
redemptions or surrenders will vary according to whether they are made from a
qualified policy or a non-qualified policy.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Investments - Security transactions are recorded on the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per
share of the respective investment portfolio of the Trust, VIPF, and T. Rowe.
Net realized gains and losses on securities sold are determined on the
average cost method. Dividends and capital gain distributions are recorded on
the ex-dividend date and are reinvested in additional shares of the
respective investment portfolio of the Trust, VIPF, and T. Rowe at net asset
value.
Federal Income Taxes -The Company is taxed as a "life insurance company"
under Subchapter L of the Internal Revenue Code and files a consolidated
federal income tax return with the Company. The Company anticipates no tax
liability resulting from the operations of Allmerica Select. Therefore, no
provision for income taxes has been charged against Allmerica Select.
Annuitant Mortality Fluctuation Reserve - A strengthening reserve required
for doing business in the state of New York. The purpose of the reserve is
to provide for future mortality experience which is less favorable than that
assumed in pricing the annuity. This reserve is funded by the Company.
61
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED
NOTE 3 - INVESTMENTS
The number of shares owned, aggregate cost, and net asset value per share
of each Sub-Account's investment in the Trust, VIPF, and T. Rowe at December
31, 1995 were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
PORTFOLIO INFORMATION
INVESTMENT NUMBER OF AGGREGATE NET ASSET VALUE
PORTFOLIO SHARES COST PER SHARE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allmerica Investment Trust:
Select Aggressive Growth . . . . . . . . 1,682,546 $ 2,605,231 $ 1.848
Select Growth. . . . . . . . . . . . . . 2,001,790 2,468,079 1.369
Select Growth and Income . . . . . . . . 3,831,388 4,360,465 1.268
Select Income. . . . . . . . . . . . . . 4,584,511 4,517,015 1.024
Money Market . . . . . . . . . . . . . . 4,396,732 4,396,732 1.000
Select International Equity. . . . . . . 1,887,039 1,958,511 1.136
Select Capital Appreciation. . . . . . . 380,690 494,111 1.369
Fidelity Variable Insurance Products Fund:
High Income. . . . . . . . . . . . . . . 24,103 284,189 12.050
Equity Income. . . . . . . . . . . . . . 26,436 474,057 19.270
Growth . . . . . . . . . . . . . . . . . 10,997 327,130 29.200
T. Rowe Price International Series, Inc.:
International Stock. . . . . . . . . . . 22,659 246,744 11.260
</TABLE>
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company makes a charge of 1.25% per annum based on the average daily
net assets of each Sub-Account at each valuation date for mortality and
expense risks. The Company also charges each Sub-Account .15% per annum based
on the average daily net assets of each Sub-Account for administrative
expenses. These charges are deducted from the daily value of each Sub-Account
but are paid to the Company on a monthly basis.
A contract fee is currently deducted on the policy anniversary date and
upon full surrender of the policy. The contract fee is $30. For the year
ended December 31, 1995, contract fees deducted from accumulated value in
Allmerica Select amounted to $4,901.
Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of the Company, is the principal underwriter and general
distributor of Allmerica Select, and does not receive any compensation for
sales of the Allmerica Select policies. Commissions are paid by the Company
to registered representatives of broker-dealers who are registered under the
Securities Exchange Act of 1934 and are members of the National Association
of Securities Dealers. As the current series of policies have a contingent
deferred sales charge, no deduction is made for sales charges at the time of
the sale. For the year ended December 31, 1995, the Company received $1,246
for contingent deferred sales charges applicable to Allmerica Select.
62
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED
NOTE 5 - POLICYOWNERS AND SPONSOR TRANSACTIONS
Transactions from policyowners and sponsor were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1995 1994
---- ----
UNITS AMOUNT UNITS AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECT AGGRESSIVE GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 1,562,355 $ 1,835,864 959,605 $ 952,354
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (127,181) (154,362) (1,811) (1,818)
------------ ------------ ------------ ------------
NET INCREASE.. . . . . . . . . . . . . . . . . . 1,435,174 $ 1,681,502 957,794 $ 950,536
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SELECT GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 1,476,227 $ 1,789,220 758,002 $ 785,560
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (55,816) (68,871) (1,849) (1,884)
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 1,420,411 $ 1,720,349 756,153 $ 783,676
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SELECT GROWTH AND INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . 2,022,590 $ 2,427,395 1,730,638 $ 1,798,192
REDEMPTION OF UNITS. . . . . . . . . . . . . . . (73,628) (111,166) (6,592) (6,938)
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 1,948,962 $ 2,316,229 1,724,046 $ 1,791,254
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SELECT INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 2,406,756 $ 2,616,226 1,931,971 $ 1,931,241
REDEMPTION OF UNITS . . . . . . . . . . . . . . . (208,889) (217,313) (15,684) (15,621)
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 2,197,867 $ 2,398,913 1,916,287 $ 1,915,620
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
MONEY MARKET
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 11,475,182 $ 12,005,362 7,881,195 $ 7,940,059
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (9,533,159) (9,977,843) (5,795,862) (5,851,682)
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 1,942,023 $ 2,027,519 2,085,333 $ 2,088,377
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SELECT INTERNATIONAL EQUITY
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 1,299,084 $ 1,377,879 700,918 $ 682,730
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (96,005) (120,616) (5,454) (5,293)
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 1,203,079 $ 1,257,263 695,464 $ 677,437
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SELECT CAPITAL APPRECIATION
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 394,750 $ 509,562 -- --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (3,312) (4,285) -- --
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 391,438 $ 505,277 -- --
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
VIPF HIGH INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 284,162 $ 306,219 -- --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (12,037) (12,843) -- --
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 273,125 $ 293,376 -- --
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
VIPF EQUITY INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 443,027 $ 486,952 -- --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (13,554) (13,728) -- --
------------ ------------ ------------ ------------
NET INCREASE.. . . . . . . . . . . . . . . . . . . 429,473 $ 473,224 -- --
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
VIPF GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 267,887 $ 329,470 -- --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (5) (49) -- --
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 267,882 $ 329,421 -- --
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
T. ROWE INTERNATIONAL STOCK
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . . 268,735 $ 278,037 --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . . (3,623) (3,583) -- --
------------ ------------ ------------ ------------
NET INCREASE . . . . . . . . . . . . . . . . . . . 265,112 $ 274,454 -- --
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
63
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED
NOTE 6 - DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Internal Revenue Code, a
variable annuity contract, other than a contract issued in connection with
certain types of employee benefit plans, will not be treated as an annuity
contract for federal income tax purposes for any period for which the
investments of the segregated asset account on which the contract is based
are not adequately diversified. The Code provides that the "adequately
diversified" requirement may be met if the underlying investments satisfy
either a statutory safe harbor test or diversification requirements set forth
in regulations issued by the Secretary of Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that Allmerica Select satisfies the current
requirements of the regulations, and it intends that Allmerica Select will
continue to meet such requirements.
NOTE 7 - PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of the Trust, VIPF, and T. Rowe
shares by Allmerica Select during the year ended december 31, 1995 were as
follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
SUB-ACCOUNTS PURCHASES SALES
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Allmerica Investment Trust:
Select Aggressive Growth $ 1,768,354 $ 128,502
Select Growth 1,766,629 93,815
Select Growth and Income 2,616,672 111,369
Select Income 2,796,603 258,005
Money Market 8,860,563 6,591,260
Select International Equity 1,394,551 125,792
Select Capital Appreciation 503,182 9,424
Fidelity Variable Insurance Products Fund:
High Income 303,345 19,774
Equity Income 499,022 25,839
Growth 341,595 15,357
T. Rowe Price International Series, Inc.:
International Stock 261,597 14,870
------------ ------------
Totals $ 21,112,113 $ 7,394,007
------------ ------------
------------ ------------
</TABLE>
64
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of First Allmerica Financial Life Insurance
Company and Policyowners of Allmerica Select Separate
Account of First Allmerica Financial Life Insurance Company
In our opinion, the accompanying statements of assets and liabilities and
the related statements of operations and of changes in net assets present
fairly, in all material respects, the financial position of each of the
Sub-Accounts (Select Aggressive Growth, Select Growth, Select Growth &
Income, Select Income, Money Market, Select International Equity, Select
Capital Appreciation, VIPF High Income, VIPF Equity Income, VIPF Growth, and
T. Rowe International Stock) constituting the Allmerica Select Separate
Account of First Allmerica Financial Life Insurance Company at December 31,
1995, the results of each of their operations and the changes in each of
their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of First Allmerica Financial Life Insurance Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits,
which included confirmation of investments owned at December 31, 1995 by
correspondence with the Funds provide a reasonable basis for the opinion
expressed above.
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 23, 1996
65
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES -- December 31, 1995
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SELECT SELECT
AGGRESSIVE GROWTH GROWTH
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 3,109,345 $ 2,740,451
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 14,434 21,964
----------- -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,123,779 2,762,415
LIABILITIES:
Payable to First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
----------- -----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,123,779 $ 2,762,415
----------- -----------
----------- -----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 957,957 $ 1,135,786
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 2,165,822 1,626,629
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Value of annuitant mortality fluctuation reserve. . . . . . . . . . . -- --
----------- -----------
$ 3,123,779 $ 2,762,415
----------- -----------
----------- -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 733,842 894,909
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.305399 $ 1.269163
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 1,659,126 1,281,655
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.305399 $ 1.269163
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
SELECT
SELECT SELECT MONEY INTERNATIONAL
GROWTH & INCOME INCOME MARKET EQUITY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 4,858,200 $ 4,694,539 $ 4,396,732 $ 2,143,676
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 6,357 22,301 -- --
----------- ----------- ----------- -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,864,557 4,716,840 4,396,732 2,143,676
LIABILITIES:
Payable to First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 106,723 1,892
----------- ----------- ----------- -----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,864,557 $ 4,716,840 $ 4,290,009 $ 2,141,784
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 2,273,431 $ 2,385,743 $ 1,921,257 $ 673,728
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 2,581,126 2,322,166 2,359,404 1,467,943
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . -- -- -- 113
Value of annuitant mortality fluctuation reserve. . . . . . . . . . . 10,000 8,931 9,348 --
----------- ----------- ----------- -----------
$ 4,864,557 $ 4,716,840 $ 4,290,009 $ 2,141,784
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 1,716,566 2,080,909 1,803,629 597,214
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.324407 $ 1.146491 $ 1.065217 $ 1.128120
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 1,956,442 2,033,245 2,223,727 1,301,329
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.324407 $ 1.146491 $ 1.065217 $ 1.128120
</TABLE>
55
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SELECT VIPF
CAPITAL APPRECIATION HIGH INCOME
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . $ 521,164 --
Investment in shares of Fidelity Variable Insurance
Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- $ 290,435
Investment in shares of T. Rowe Price International Series, Inc. . . . -- --
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 20,188 8,993
---------- ----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 541,352 $ 299,428
---------- ----------
---------- ----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 171,086 $ 136,071
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 369,989 163,138
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . 277 219
---------- ----------
$ 541,352 $ 299,428
---------- ----------
---------- ----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 123,708 124,118
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.382983 $ 1.096305
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 267,730 149,007
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.382983 $ 1.096305
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
VIPF VIPF T. ROWE
EQUITY INCOME GROWTH INTERNATIONAL STOCK
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . . -- -- --
Investment in shares of Fidelity Variable Insurance
Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509,423 $ 321,102 --
Investment in shares of T. Rowe Price International Series, Inc. . . . -- -- $ 255,141
Receivable from First Allmerica Financial Life Insurance
Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . 2,096 2,311 27,082
---------- ---------- ----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 511,519 $ 323,413 $ 282,223
---------- ---------- ----------
---------- ---------- ----------
Net asset distribution by category:
Qualified variable annuity policies . . . . . . . . . . . . . . . . . $ 201,457 $ 135,480 $ 139,944
Non-qualified variable annuity policies . . . . . . . . . . . . . . . 309,824 187,686 142,066
Value of investment by First Allmerica Financial Life Insurance
Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . . 238 247 213
---------- ---------- ----------
$ 511,519 $ 323,413 $ 282,223
---------- ---------- ----------
---------- ---------- ----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . . 169,144 109,704 131,459
Net asset value per qualified unit, December 31, 1995. . . . . . . . . $ 1.191039 $ 1.234960 $ 1.064543
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . . 260,329 152,178 133,653
Net asset value per non-qualified unit, December 31, 1995. . . . . . . $ 1.191039 $ 1.234960 $ 1.064543
</TABLE>
The accompanying notes are an integral part of these financial statements.
56
<PAGE>
<TABLE>
<CAPTION>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT SELECT SELECT
AGGRESSIVE GROWTH GROWTH GROWTH AND INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
12/31/95 12/31/95 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . -- $ 400 $ 236,018
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . $ 23,477 20,936 38,187
Administrative expense charges . . . . . . . . . . . . . . 2,817 2,512 4,582
--------- --------- ---------
Total expenses . . . . . . . . . . . . . . . . . 26,294 23,448 42,769
--------- --------- ---------
Net investment income (loss) . . . . . . . . . . . . . . . . (26,294) (23,048) 193,249
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain . . . . . . . . . . . . . . . . . . . . 16,936 11,771 10,683
Net unrealized gain . . . . . . . . . . . . . . . . . . . 493,437 274,119 568,163
--------- --------- ---------
Net realized and unrealized gain on investments. . . . . . 510,373 285,890 578,846
--------- --------- ---------
Net increase in net assets from operations . . . . . . . . $ 484,079 $ 262,842 $ 772,095
--------- --------- ---------
--------- --------- ---------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT MONEY SELECT
INCOME MARKET INTERNATIONAL EQUITY
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
12/31/95 12/31/95 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . $ 203,753 $ 177,979 $ 28,766
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . 37,213 38,949 16,550
Administrative expense charges . . . . . . . . . . . . . . 4,466 4,674 1,986
--------- --------- ---------
Total expenses . . . . . . . . . . . . . . . . . 41,679 43,623 18,536
--------- --------- ---------
Net investment income (loss) . . . . . . . . . . . . . . . . 162,074 134,356 10,230
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain . . . . . . . . . . . . . . . . . . . . 8,732 -- 10,175
Net unrealized gain . . . . . . . . . . . . . . . . . . . 242,639 -- 199,163
--------- --------- ---------
Net realized and unrealized gain on investments. . . . . . 251,371 -- 209,338
--------- --------- ---------
Net increase in net assets from operations . . . . . . . . $ 413,445 $ 134,356 $ 219,568
--------- --------- ---------
--------- --------- ---------
</TABLE>
57
<PAGE>
<TABLE>
<CAPTION>
ALLMERICA SELECT SEPARATE ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT VIPF VIPF
CAPITAL APPRECIATION HIGH INCOME EQUITY INCOME
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
4/28/95* TO 12/31/95 5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,933 -- $ 4,111
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . . 1,130 $ 726 1,837
Administrative expense charges . . . . . . . . . . . . . . . 135 87 220
-------- -------- --------
Total expenses . . . . . . . . . . . . . . . . . . 1,265 813 2,057
-------- -------- --------
Net investment income (loss) . . . . . . . . . . . . . . . . 8,668 (813) 2,054
-------- -------- --------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain. . . . . . . . . . . . . . . . . . . . . . 354 619 874
Net unrealized gain (loss) . . . . . . . . . . . . . . . . . 27,053 6,246 35,367
-------- -------- --------
Net realized and unrealized gain (loss) on investments . . . 27,407 6,865 36,241
-------- -------- --------
Net increase (decrease) in net assets from operations. . . . $ 36,075 $ 6,052 $ 38,295
-------- -------- --------
-------- -------- --------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
VIPF T. ROWE
GROWTH INTERNATIONAL STOCK
FOR THE PERIOD FOR THE PERIOD
5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . -- --
EXPENSES:
Mortality and expense risk fees. . . . . . . . . . . . . . . $ 779 $ 576
Administrative expense charges . . . . . . . . . . . . . . . 93 69
------- -------
Total expenses . . . . . . . . . . . . . . . . . . 872 645
------- -------
Net investment income (loss) . . . . . . . . . . . . . . . . (872) (645)
------- -------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain. . . . . . . . . . . . . . . . . . . . . . 892 16
Net unrealized gain (loss) . . . . . . . . . . . . . . . . . (6,028) 8,398
------- -------
Net realized and unrealized gain (loss) on investments . . . (5,136) 8,414
------- -------
Net increase (decrease) in net assets from operations. . . . $(6,008) $ 7,769
------- -------
------- -------
</TABLE>
*Date of initial investment
The accompanying notes are an integral part of these financial statements.
58
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT AGGRESSIVE GROWTH SELECT GROWTH SELECT GROWTH & INCOME
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED 4/28/94* YEAR ENDED 4/28/94* YEAR ENDED 4/19/94*
12/31/95 TO 12/31/94 12/31/95 TO 12/31/94 12/31/95 TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . .$ (26,294) $ (3,115) $ (23,048) $ (2,611) $ 193,249 $ 53,049
Net realized gain (loss) from security transactions. . . . 16,936 101 11,771 1,654 10,683 2,358
Net unrealized gain (loss) on investments. . . . . . . . . 493,437 10,676 274,119 (1,748) 568,163 (70,428)
---------- -------- ---------- -------- ---------- ----------
Net increase (decrease) in net assets from operations. . . 484,079 7,662 262,842 (2,705) 772,095 (15,021)
---------- -------- ---------- -------- ---------- ----------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . 271,631 23,204 247,421 16,647 381,309 100,298
Terminations . . . . . . . . . . . . . . . . . . . . . . . (22,871) (1,482) (12,655) (1,544) (32,802) (6,891)
Annuity benefits . . . . . . . . . . . . . . . . . . . . . (13,460) -- (9,608) -- (15,579) --
Other transfers from (to) the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 1,446,202 928,814 1,493,444 768,573 1,983,301 1,697,847
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . -- -- -- -- -- --
---------- -------- ---------- -------- ---------- ----------
Net increase in net assets from capital transactions . . . 1,681,502 950,536 1,718,602 783,676 2,316,229 1,791,254
---------- -------- ---------- -------- ---------- ----------
Net increase in net assets . . . . . . . . . . . . . . . . 2,165,581 958,198 1,981,444 780,971 3,088,324 1,776,233
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . 958,198 -- 780,971 -- 1,776,233 --
---------- -------- ---------- -------- ---------- ----------
End of period. . . . . . . . . . . . . . . . . . . . . . .$3,123,779 $958,198 $2,762,415 $780,971 $4,864,557 $1,776,233
---------- -------- ---------- -------- ---------- ----------
---------- -------- ---------- -------- ---------- ----------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT
SELECT INCOME MONEY MARKET INTERNATIONAL EQUITY
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED 4/19/94* YEAR ENDED 4/28/94* YEAR ENDED 5/27/94*
12/31/95 TO 12/31/94 12/31/95 TO 12/31/94 12/31/95 TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . $ 162,074 $ 54,490 $ 134,356 $ 39,757 $ 10,230 $ (477)
Net realized gain (loss) from security transactions. . . . 8,732 (513) -- -- 10,175 1,992
Net unrealized gain (loss) on investments. . . . . . . . . 242,639 (65,115) -- -- 199,163 (13,999)
---------- ---------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from operations. . . 413,445 (11,138) 134,356 39,757 219,568 (12,484)
---------- ---------- ---------- ---------- ---------- --------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . 498,807 174,228 11,468,186 7,935,472 214,178 18,216
Terminations . . . . . . . . . . . . . . . . . . . . . . . (46,136) (15,373) (60,708) (53,224) (30,670) (60)
Annuity benefits . . . . . . . . . . . . . . . . . . . . . (5,600) -- -- -- (17,277) 659,181
Other transfers from (to) the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 1,951,842 1,756,765 (9,379,959) (5,793,871) 1,091,032
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . -- -- -- -- -- 100
---------- ---------- ---------- ---------- ---------- --------
Net increase in net assets from capital transactions . . . 2,398,913 1,915,620 2,027,519 2,088,377 1,257,263 677,437
---------- ---------- ---------- ---------- ---------- --------
Net increase in net assets . . . . . . . . . . . . . . . . 2,812,358 1,904,482 2,161,875 2,128,134 1,476,831 664,953
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . 1,904,482 -- 2,128,134 -- 664,953 --
---------- ---------- ---------- ---------- ---------- --------
End of period . . . . . . . . . . . . . . . . . . . . . . . $4,716,840 $1,904,482 $4,290,009 $2,128,134 $2,141,784 $664,953
---------- ---------- ---------- ---------- ---------- --------
---------- ---------- ---------- ---------- ---------- --------
</TABLE>
59
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECT CAPITAL
APPRECIATION VIPF HIGH INCOME VIPF EQUITY INCOME
PERIOD FROM PERIOD FROM PERIOD FROM
4/28/95* TO 12/31/95 5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . . . $ 8,668 $ (813) $ 2,054
Net realized gain from security transactions . . . . . . . . . 354 619 874
Net unrealized gain (loss) on investments. . . . . . . . . . . 27,053 6,246 35,367
--------- --------- ---------
Net increase (decrease) in net assets from operations. . . . . 36,075 6,052 38,295
--------- --------- ---------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . . . 74,004 24,172 40,532
Terminations . . . . . . . . . . . . . . . . . . . . . . . . . -- (5,093) (4,994)
Other transfers from the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . . . 431,073 274,097 437,486
Net increase in investment by First Allmerica Financial Life
Insurance Company (Sponsor) . . . . . . . . . . . . . . . . . 200 200 200
--------- --------- ---------
Net increase in net assets from capital transactions . . . . . 505,277 293,376 473,224
--------- --------- ---------
Net increase in net assets . . . . . . . . . . . . . . . . . . 541,352 299,428 511,519
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . . -- -- --
--------- --------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . . . $ 541,352 $ 299,428 $ 511,519
--------- --------- ---------
--------- --------- ---------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
VIPF GROWTH T. ROWE INTERNATIONAL STOCK
PERIOD FROM PERIOD FROM
5/1/95* TO 12/31/95 5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss) . . . . . . . . . . . . . . . $ (872) $ (645)
Net realized gain from security transactions . . . . . . . 892 16
Net unrealized gain (loss) on investments. . . . . . . . . (6,028) 8,398
--------- ---------
Net increase (decrease) in net assets from operations. . . (6,008) 7,769
--------- ---------
FROM CAPITAL TRANSACTIONS:
Net purchase payments. . . . . . . . . . . . . . . . . . . 17,133 11,459
Terminations . . . . . . . . . . . . . . . . . . . . . . . -- --
Other transfers from the General Account of First
Allmerica Financial Life Insurance Company (Sponsor). . . 312,088 262,795
Net increase in investment by First Allmerica Financial
Life Insurance Company (Sponsor). . . . . . . . . . . . . 200 200
--------- ---------
Net increase in net assets from capital transactions . . . 329,421 274,454
--------- ---------
Net increase in net assets . . . . . . . . . . . . . . . . 323,413 282,223
NET ASSETS:
Beginning of period . . . . . . . . . . . . . . . . . . . . -- --
--------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . $ 323,413 $ 282,223
--------- ---------
--------- ---------
</TABLE>
* Date of initial investment.
The accompanying notes are an integral part of these financial statements.
60
<PAGE>
FIRST ALLMERICA
FINANCIAL LIFE
INSURANCE COMPANY
FINANCIAL STATEMENTS
DECEMBER 31, 1995
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
First Allmerica Financial Life Insurance Company
(formerly known as State Mutual Life Assurance Company of America)
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of shareholder's equity, and of cash flows
present fairly, in all material respects, the financial position of First
Allmerica Financial Life Insurance Company and its subsidiaries at December
31, 1995 and 1994, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in the accompanying notes to the consolidated financial
statements, the Company changed its method of accounting for investments
(Notes 1 and 3) and postemployment benefits (Notes 11) in 1994 and for
postretirement benefits (Note 10) in 1993.
/s/ Price Waterhouse LLP
Boston, Massachusetts
February 5, 1996
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Allmerica Financial Corporation)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions, except per share data) 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Premiums $ 2,222.8 $ 2,181.8 $ 2,079.3
Universal life and investment product policy fees 170.4 156.8 143.7
Net investment income 710.1 743.1 782.8
Net realized investment gains 19.1 1.1 61.0
Realized gain on sale of subsidiary -- -- 35.7
Realized gain on sale of mutual fund processing business 20.7 -- --
Realized gain on issuance of subsidiary common stock -- -- 62.9
Other income 95.4 112.3 73.8
----------------------------------------
Total revenues 3,238.5 3,195.1 3,239.2
----------------------------------------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss adjustment expenses 2,008.3 2,047.0 1,987.2
Policy acquisition expenses 470.3 475.7 435.8
Other operating expenses 455.0 518.9 421.3
----------------------------------------
Total benefits, losses and expenses 2,933.6 3,041.6 2,844.3
----------------------------------------
Income before federal income taxes 304.9 153.5 394.9
----------------------------------------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current 119.7 45.4 95.1
Deferred (37.0) 8.0 (20.4)
----------------------------------------
Total federal income tax expense 82.7 53.4 74.7
----------------------------------------
Income before minority interest, extraordinary item, and
cumulative effect of accounting change 222.2 100.1 320.2
Minority interest (73.1) (51.0) (122.8)
----------------------------------------
Income before extraordinary item and cumulative effect of
accounting changes 149.1 49.1 197.4
Extraordinary item - demutualization expenses (12.1) (9.2) (4.6)
Cumulative effect of changes in accounting principles -- (1.9) (35.4)
----------------------------------------
Net income $ 137.0 $ 38.0 $ 157.4
----------------------------------------
----------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Allmerica Financial Corporation)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
(In millions, except per share data) 1995 1994
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities-at amortized cost (fair value of $949.9 in 1994) $ -- $ 959.3
Fixed maturities-at fair value (amortized cost of $7,467.9 and $6,724.6) 7,739.3 6,512.0
Equity securities-at fair value (cost of $410.6 and $260.4) 517.2 286.4
Mortgage loans 799.5 1,106.7
Real estate 179.6 180.3
Policy loans 123.2 364.9
Other long-term investments 71.9 68.1
-------------------------------
Total investments 9,430.7 9,477.7
-------------------------------
Cash and cash equivalents 236.6 539.7
Accrued investment income 163.0 186.6
Deferred policy acquisition costs 735.7 802.8
-------------------------------
Reinsurance receivables:
Future policy benefits 97.1 59.7
Outstanding claims, losses and loss adjustment expenses 799.6 741.0
Unearned premiums 43.8 61.9
Other 58.9 62.1
-------------------------------
Total reinsurance receivables 999.4 924.7
-------------------------------
Deferred federal income taxes 81.2 189.1
Premiums, accounts and notes receivable 526.7 510.3
Other assets 361.4 324.9
Closed Block assets 818.9 --
Separate account assets 4,348.8 2,965.7
-------------------------------
Total assets $ 17,702.4 $ 15,921.5
-------------------------------
-------------------------------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits $ 2,639.3 $ 3,416.4
Outstanding claims, losses and loss adjustment expenses 3,081.3 2,991.5
Unearned premiums 800.9 796.6
Contractholder deposit funds and other policy liabilities 2,737.4 3,435.7
-------------------------------
Total policy liabilities and accruals 9,258.9 10,640.2
-------------------------------
Expenses and taxes payable 600.3 589.2
Reinsurance premiums payable 42.0 65.8
Short-term debt 28.0 32.8
Deferred federal income taxes 47.8 13.8
Long-term debt 2.8 2.7
Closed Block liabilities 902.0 --
Separate account liabilities 4,337.8 2,954.9
-------------------------------
Total liabilities 15,219.6 14,299.4
-------------------------------
Minority interest 758.5 629.7
Commitments and contingencies (Notes 14 and 19)
SHAREHOLDERS' EQUITY
Common stock, $10 par value, 1 million shares authorized, 500,000
shares issued and outstanding 5.0 --
Additional paid-in-capital 392.4 --
Unrealized appreciation (depreciation) on investments, net 153.0 (79.0)
Retained earnings 1,173.9 1,071.4
-------------------------------
Total shareholders' equity 1,724.3 992.4
-------------------------------
Total liabilities and shareholders' equity $ 17,702.4 $ 15,921.5
-------------------------------
-------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
2
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Allmerica Financial Corporation)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK
Balance at beginning of year $ -- $ -- $ --
Demutualization transaction 5.0 -- --
----------------------------------------
Balance at end of year 5.0 -- --
----------------------------------------
ADDITIONAL PAID-IN-CAPITAL
Balance at beginning of year -- -- --
Contributed from parent 392.4 -- --
----------------------------------------
Balance at end of year 392.4 -- --
----------------------------------------
RETAINED EARNINGS
Balance at beginning of year 1,071.4 1,033.4 876.0
Net income prior to demutualization 93.2 38.0 157.4
----------------------------------------
1,164.6 1,071.4 1,033.4
Demutualization transaction (34.5) -- --
Net income subsequent to demutualization 43.8 -- --
----------------------------------------
Balance at end of year 1,173.9 1,071.4 1,033.4
----------------------------------------
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS
Balance at beginning of year (79.0) 17.5 20.6
----------------------------------------
Cumulative effect of accounting change:
Net appreciation on available-for-sale debt securities -- 296.1 --
Provision for deferred federal income taxes and minority interest -- (149.1) --
----------------------------------------
-- 147.0 --
----------------------------------------
Effect of transfer of securities from held-to-maturity to available-for-sale:
Net appreciation on available-for-sale debt securities 22.4 -- --
Provision for deferred federal income taxes and minority interest (9.6) -- --
----------------------------------------
12.8 -- --
----------------------------------------
Appreciation (depreciation) during the period:
Net appreciation (depreciation) on available-for-sale securities 466.0 (492.1) (9.6)
(Provision) benefit for deferred federal income taxes (163.1) 171.9 2.8
Minority interest (83.7) 76.7 3.7
----------------------------------------
219.2 (243.5) (3.1)
----------------------------------------
Balance at end of year 153.0 (79.0) 17.5
----------------------------------------
Total shareholders' equity $1,724.3 $ 992.4 $ 1,050.9
----------------------------------------
----------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
3
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Allmerica Financial Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 137.0 $ 38.0 $ 157.4
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interest 73.1 50.1 112.7
Net realized gains (39.8) (1.1) (159.6)
Deferred federal income taxes (benefits) (37.0) 8.0 (20.4)
Increase in deferred policy acquisition costs (38.4) (34.6) (51.8)
Increase in premiums and notes receivable, net of reinsurance payable (42.0) (25.6) (37.5)
(Increase) decrease in accrued investment income 7.0 4.6 (1.6)
Increase in policy liabilities and accruals, net 116.2 175.9 131.7
(Increase) decrease in reinsurance receivable (75.6) (31.9) 18.6
Increase in expenses and taxes payable 7.5 88.0 104.7
Separate account activity, net (0.1) 0.4 21.4
Other, net 23.9 59.9 2.7
-----------------------------------------
Net cash provided by operating activities 131.8 331.7 278.3
-----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities of available-for-sale
fixed maturities 2,738.4 2,097.8 --
Proceeds from disposals of held-to-maturity fixed maturities 271.3 304.4 2,094.9
Proceeds from disposals of equity securities 120.0 143.9 585.8
Proceeds from disposals of other investments 40.5 25.9 74.0
Proceeds from mortgages matured or collected 230.3 256.4 291.2
Purchase of available-for-sale fixed maturities (3,273.3) (2,150.1) --
Purchase of held-to-maturity fixed maturities -- (111.6) (2,577.1)
Purchase of equity securities (254.0) (172.2) (673.3)
Purchase of other investments (24.8) (26.6) (46.5)
Proceeds from sale of businesses 32.9 -- 79.5
Capital expenditures (14.1) (43.1) (37.5)
Other investing activities, net 4.7 2.4 1.3
-----------------------------------------
Net cash (used in) provided by investing activities (128.1) 327.2 (207.7)
-----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit funds 445.8 786.3 738.7
Withdrawals from contractholder deposit funds (1,069.9) (1,187.0) (894.0)
Change in short-term debt (4.8) (6.0) 1.4
Change in long-term debt 0.2 0.3 --
Dividends paid to minority shareholders (4.1) (4.2) (3.9)
Capital contributed from parent 392.4 -- 156.2
Payments for policyholders' membership interests (27.9) -- --
Net proceeds from issuance of long-term debt -- -- --
Other, net (20.9) -- (1.3)
-----------------------------------------
Net cash used in financing activities (289.2) (410.6) (2.9)
-----------------------------------------
Net (decrease) increase in cash and cash equivalents (285.5) 248.3 67.7
Net change in cash held in the Closed Block (17.6) -- --
Cash and cash equivalents, beginning of year 539.7 291.4 223.7
-----------------------------------------
Cash and cash equivalents, end of year $ 236.6 $ 539.7 $ 291.4
-----------------------------------------
-----------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 4.1 $ 4.3 $ 1.7
Income taxes paid $ 90.6 $ 46.1 $ 57.3
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
First Allmerica Financial Life Insurance Company ("FAFLIC" or the "Company",
formerly State Mutual Life Assurance Company of America ["State Mutual"]) was
organized as a mutual life insurance company until October 16, 1995. FAFLIC
converted to a stock life insurance company pursuant to a plan of
reorganization effective October 16, 1995 and became a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC"). The consolidated
financial statements have been prepared as if FAFLIC were organized as a
stock life insurance company for all periods presented. Thus, generally
accepted accounting principles for stock life insurance companies have been
applied retroactively for all periods presented.
The consolidated financial statements of FAFLIC include the accounts of
Allmerica Financial Life Insurance and Annuity Company ("AFLIAC", formerly
SMA Life Assurance Company) its wholly owned life insurance subsidiary,
non-insurance subsidiaries (principally brokerage and investment advisory
subsidiaries), and Allmerica Property and Casualty Companies, Inc.
("Allmerica P&C", a 58.3%-owned non-insurance holding company). The Closed
Block assets and liabilities at December 31, 1995 and its results of
operations subsequent to demutualization are presented in the consolidated
financial statements as single line items. Prior to demutualization such
amounts are presented line by line in the consolidated financial statements
(see Note 6). Unless specifically stated, all disclosures contained herein
supporting the consolidated financial statements as of December 31, 1995 and
the year then ended exclude the Closed Block related amounts. All significant
intercompany accounts and transactions have been eliminated.
Minority interest relates to the Company's investment in Allmerica P&C
and its only significant subsidiary, The Hanover Insurance Company
("Hanover"). Hanover's 81.1%-owned subsidiary is Citizens Corporation, the
holding company for Citizens Insurance Company of America ("Citizens").
Minority interest also includes an amount related to the minority interest in
Citizens Corporation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
B. CLOSED BLOCK
As of October 16, 1995, the Company established and began operating a closed
block (the "Closed Block") for the benefit of the participating policies
included therein, consisting of certain individual life insurance participating
policies, individual deferred annuity contracts and supplementary contracts not
involving life contingencies which were in force on October 16, 1995; such
policies constitute the "Closed Block Business". The purpose of the Closed Block
is to protect the policy dividend expectations of such FAFLIC dividend paying
policies and contracts after the demutualization. Unless the Commissioner
consents to an earlier termination, the Closed Block will continue to be in
effect until the date none of the Closed Block policies are in force. On
October 16, 1995, FAFLIC allocated to the Closed Block assets in an amount that
is expected to produce cash flows which, together with future revenues from the
Closed Block Business, are reasonably sufficient to support the Closed Block
Business, including provision for payment of policy benefits, certain future
expenses and taxes and for continuation of policyholder dividend scales payable
in 1994 so long as the experience underlying such dividend scales continues. The
Company expects that the factors underlying such experience will fluctuate in
the future and policyholder dividend scales for Closed Block Business will be
set accordingly.
Although the assets and income allocated to the Closed Block inure solely
to the benefit of the holders of policies included in the Closed Block, the
excess of Closed Block liabilities over Closed Block assets at October 16, 1995
measured on a GAAP basis represent the expected future post-tax income from the
Closed Block which may be recognized in income over the period the policies and
contracts in the Closed Block remain in force.
If the actual income from the Closed Block in any given period equals or
exceeds the expected income for such period as determined at October 16, 1995,
the expected income would be recognized in income for that period. Further, any
excess of the actual income over the expected income would also be recognized in
income to the extent that the aggregate expected income for all prior periods
exceeded the aggregate actual income. Any remaining excess of actual income over
expected income would be accrued as a liability for policyholder dividends in
the Closed Block to be paid to the Closed Block policyholders. This accrual for
future dividends effectively limits the actual Closed Block income recognized in
income to the Closed Block income expected to emerge from operation of the
Closed Block as determined as of October 16, 1995.
If, over the period the policies and contracts in the Closed Block remain
in force, the actual income from the Closed Block is less than the expected
income from the Closed Block, only such actual income
5
<PAGE>
(which could reflect a loss) would be recognized in income. If the actual income
from the Closed Block in any given period is less than the expected income for
that period and changes in dividends scales are inadequate to offset the
negative performance in relation to the expected performance, the income inuring
to shareholders of the Company will be reduced. If a policyholder dividend
liability had been previously established in the Closed Block because the actual
income to the relevant date had exceeded the expected income to such date, such
liability would be reduced by this reduction in income (but not below zero) in
any periods in which the actual income for that period is less than the expected
income for such period.
C. VALUATION OF INVESTMENTS
Effective January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS No. 115). SFAS No. 115 requires that an
enterprise classify debt and equity securities into one of three categories;
held-to-maturity, available-for-sale, or trading. Investments classified as
held-to-maturity shall be investments that the enterprise has the positive
intent and ability to hold until maturity. Trading securities are investments
which are bought and held principally for the purpose of selling them in the
near term. Investments classified as neither trading securities nor
held-to-maturity shall be classified as available-for-sale securities. SFAS No.
115 also requires that unrealized holding gains and losses for trading
securities be included in earnings, while unrealized gains and losses for
available-for-sale securities be excluded from earnings and reported as a
separate component of shareholder equity until realized. SFAS No. 115 also
requires that for a decline in the fair value which is judged to be other than
temporary, the cost basis of the security should be written down to fair value,
and the amount of the write-down recognized in earnings as a realized loss.
Previously, the Company classified all of its fixed maturities and equity
securities as available-for-sale or held-to-maturity investments. Fixed
maturities held-to-maturity consist of certain bonds, presented at amortized
cost, that management intends and has the ability to hold until maturity. Fixed
maturities available-for-sale consist of certain bonds and redeemable preferred
stocks, presented at fair value, that management may not hold until maturity.
Equity securities available-for-sale are comprised of common stocks which are
carried at fair value. Prior to January 1, 1994, all fixed maturity investments,
which included bonds and redeemable preferred stocks, were principally carried
at amortized cost. Equity securities, which included common and non-redeemable
preferred stock, were carried at fair value. Unrealized gains or losses on
investments classified as available-for-sale, net of deferred federal income
taxes, minority interest, deferred policy acquisition expenses and amounts
attributable to participating contractholders, are included as a separate
component of shareholders' equity. As discussed in Note 3, the Company
transferred all securities classified as held-to-maturity to available-for-sale
on November 30, 1995.
Realized gains and losses on sales of fixed maturities and equity
securities are determined on the specific-identification basis using amortized
cost for fixed maturities and cost for equity securities. Fixed maturities and
equity securities with other than temporary declines in fair value are written
down to estimated fair value resulting in the recognition of realized losses.
Mortgage loans on real estate are stated at unpaid principal balances, net
of unamortized discounts and reserves. Reserves on mortgage loans are based on
losses expected by management to be realized on transfers of mortgage loans to
real estate (upon foreclosure), on the disposition or settlement of mortgage
loans and on mortgage loans which management believes may not be collectible in
full. In establishing reserves, management considers, among other things, the
estimated fair value of the underlying collateral.
Fixed maturities and mortgage loans that are delinquent are placed on
non-accrual status, and thereafter interest income is recognized only when cash
payments are received.
Policy loans are carried principally at unpaid principal balances.
Real estate that has been acquired through the foreclosure of mortgage
loans is valued at the estimated fair value at the time of foreclosure. The
Company considers several methods in determining fair value at foreclosure,
using primarily third-party appraisals and discounted cash flow analyses. After
foreclosure, the Company makes a determination as to whether the asset should be
held for production of income or held for sale.
Real estate investments held for the production of income and held for sale
are carried at depreciated cost less valuation allowances, if necessary, to
reduce the carrying value to fair value. Depreciation is generally calculated
using the straight-line method.
Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other-than-temporary impairment of the value of a specific
investment or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans and real
estate are included in realized investment gains or losses.
6
<PAGE>
D. FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions involving
various types of financial instruments, including debt, investments such as
fixed maturities, mortgage loans and equity securities, investment and loan
commitments, and interest rate futures contracts. These instruments involve
credit risk and also may be subject to risk of loss due to interest rate
fluctuation. The Company evaluates and monitors each financial instrument
individually and, when appropriate, obtains collateral or other security to
minimize losses.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
F. DEFERRED POLICY ACQUISITION COSTS
Acquisition costs consist of commissions, underwriting costs and other costs,
which vary with, and are primarily related to, the production of revenues.
Property and casualty, group life and group health insurance business
acquisition costs are deferred and amortized over the terms of the insurance
policies. Acquisition costs related to universal life products and
contractholder deposit funds are deferred and amortized in proportion to total
estimated gross profits over the expected life of the contracts using a revised
interest rate applied to the remaining benefit period. Acquisition costs related
to annuity and other life insurance businesses are deferred and amortized,
generally in proportion to the ratio of annual revenue to the estimated total
revenues over the contract periods based upon the same assumptions used in
estimating the liability for future policy benefits. Deferred acquisition costs
for each product are reviewed to determine if they are recoverable from future
income, including investment income. If such costs are determined to be
unrecoverable, they are expensed at the time of determination.
Although realization of deferred policy acquisition costs is not assured,
management believes it is more likely than not that all of these costs will be
realized. The amount of deferred policy acquisition costs considered realizable,
however, could be reduced in the near term if the estimates of gross profits or
total revenues discussed above are reduced. The amount of amortization of
deferred policy acquisition costs could be revised in the near term if any of
the estimates discussed above are revised.
G. PROPERTY AND EQUIPMENT
Property, equipment and leasehold improvements are stated at cost, less
accumulated depreciation and amortization. Depreciation is provided using the
straight-line or accelerated method over the estimated useful lives of the
related assets which generally range from 3 to 30 years. Amortization of
leasehold improvements is provided using the straight-line method over the
lesser of the term of the leases or the estimated useful life of the
improvements.
H. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of certain pension, variable annuity
and variable life insurance contractholders. Assets consist principally of
bonds, common stocks, mutual funds, and short-term obligations at market value.
The investment income, gains, and losses of these accounts generally accrue to
the contractholders and, therefore, are not included in the Company's net
income. Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholders' equity or net investment income.
I. POLICY LIABILITIES AND ACCRUALS
Future policy benefits are liabilities for life, health and annuity products.
Such liabilities are established in amounts adequate to meet the estimated
future obligations of policies in force. The liabilities associated with
traditional life insurance products are computed using the net level premium
method for individual life and annuity policies, and are based upon estimates as
to future investment yield, mortality and withdrawals that include provisions
for adverse deviation. Future policy benefits for individual life insurance and
annuity policies are computed using interest rates ranging from 2 1/2% to 6% for
life insurance and 2% to 9 1/2% for annuities. Estimated liabilities are
established for group life and health policies that contain experience rating
provisions. Mortality, morbidity and withdrawal assumptions for all policies are
based on the Company's own experience and industry standards. Liabilities for
universal life include deposits received from customers and investment earnings
on their fund balances, less administrative charges. Universal life fund
balances are also assessed mortality and surrender charges.
Liabilities for outstanding claims, losses and loss adjustment expenses are
estimates of payments to be made on property and casualty and health insurance
for reported losses and estimates of losses incurred but not reported. These
liabilities are determined using case basis evaluations and statistical analyses
and represent estimates of the ultimate cost of all losses incurred but not
paid. These estimates are continually reviewed and adjusted as necessary; such
adjustments are reflected in current operations. Estimated amounts of salvage
and subrogation on unpaid property and casualty losses are deducted from the
liability for unpaid claims.
Premiums for property and casualty, group life, and accident and health
insurance are reported as earned on a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
7
<PAGE>
Contractholder deposit funds and other policy liabilities include
investment-related products such as guaranteed investment contracts, deposit
administration funds and immediate participation guarantee funds and consist of
deposits received from customers and investment earnings on their fund balances.
All policy liabilities and accruals are based on the various estimates
discussed above. Although the adequacy of these amounts cannot be assured,
management believes that it is more likely than not that policy liabilities and
accruals will be sufficient to meet future obligations of policies in force. The
amount of liabilities and accruals, however, could be revised in the near term
if the estimates discussed above are revised.
J. PREMIUM AND FEE REVENUE AND RELATED EXPENSES
Premiums for individual life and health insurance and individual and group
annuity products, excluding universal life and investment-related products, are
considered revenue when due. Property and casualty and group life, accident and
health insurance premiums are recognized as revenue over the related contract
periods. Benefits, losses and related expenses are matched with premiums,
resulting in their recognition over the lives of the contracts. This matching is
accomplished through the provision for future benefits, estimated and unpaid
losses and amortization of deferred policy acquisition costs. Revenues for
investment-related products consist of net investment income and contract
charges assessed against the fund values. Related benefit expenses primarily
consist of net investment income credited to the fund values after deduction for
investment and risk charges. Revenues for universal life products consist of net
investment income, and mortality, administration and surrender charges assessed
against the fund values. Related benefit expenses include universal life benefit
claims in excess of fund values and net investment income credited to universal
life fund values.
K. POLICYHOLDER DIVIDENDS
Prior to demutualization, certain life, health and annuity insurance policies
contained dividend payment provisions that enabled the policyholder to
participate in the earnings of the Company. The amount of policyholders'
dividends was determined annually by the Board of Directors. The aggregate
amount of policyholders' dividends was related to the actual interest,
mortality, morbidity and expense experience for the year and the Company's
judgment as to the appropriate level of statutory surplus to be retained. The
participating life insurance in force was 16.2% of the face value of total life
insurance in force at December 31, 1994. The premiums on participating life,
health and annuity policies were 11.3%, 6.4% and 6.6% of total life, health and
annuity statutory premiums prior to demutualization in 1995, 1994 and 1993,
respectively. Total policyholders' dividends were $23.3 million, $32.8 million
and $24.2 million prior to demutualization in 1995, 1994 and 1993, respectively.
L. FEDERAL INCOME TAXES
AFC, FAFLIC, AFLIAC and FAFLIC's non-insurance domestic subsidiaries file a
consolidated United States federal income tax return. Entities included within
the consolidated group are segregated into either a life insurance or non-life
insurance company subgroup. The consolidation of these subgroups is subject to
certain statutory restrictions on the percentage of eligible non-life tax losses
that can be applied to offset life company taxable income. Allmerica P&C and its
subsidiaries file a separate United States federal income tax return.
Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes, and
for other temporary taxable and deductible differences as defined by Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
No. 109). These differences result primarily from loss reserves, policy
acquisition expenses, and unrealized appreciation/depreciation on investments.
M. NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" was issued. This statement requires
companies to write down to fair value long-lived assets whose carrying value is
greater than the undiscounted cash flows of those assets. The statement also
requires that long-lived assets of which management is committed to dispose,
either by sale or abandonment, be valued at the lower of their carrying amount
or fair value less costs to sell. This statement is effective for fiscal years
beginning after December 15, 1995. Management expects that adoption of this
statement will not have a material effect on the financial statements.
N. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current year
presentation.
8
<PAGE>
2. SIGNIFICANT TRANSACTIONS
Pursuant to the plan of reorganization effective October 16, 1995, AFC issued
37.5 million shares of its common stock to eligible policyholders. AFC also
issued 12.6 million shares of its common stock at a price of $21.00 per share in
a public offering, resulting in net proceeds of $248.0 million, and issued
Senior Debentures in the principal amount of $200.0 million which resulted in
net proceeds of $197.2 million. AFC contributed $392.4 million of these proceeds
to FAFLIC.
Effective March 31, 1995, the Company entered into an agreement with TSSG,
a division of First Data Corporation, pursuant to which the Company sold its
mutual fund processing business and agreed not to engage in this business for
four years after that date. In accordance with this agreement, the Company
received proceeds of $32.1 million. A gain of $13.5 million, net of taxes of
$7.2 million, was recorded in March 1995.
In March and April, 1993, Citizens Corporation, a newly formed holding
company for Citizens, issued approximately 19.35% of its common stock in an
initial public offering, generating net proceeds of $156.2 million (7.0 million
shares at $24.00 per share). Proceeds to Citizens Corporation were reduced by
underwriting and other stock issuance costs. A non-taxable gain of $62.9 million
was recorded in 1993 in connection with this initial public offering. This gain
is non-taxable because only newly-issued shares of Citizens Corporation were
issued to the public.
Effective December 31, 1992, Hanover entered into a definitive agreement to
sell its wholly owned subsidiary, Beacon Insurance Company of America, and its
wholly owned subsidiary, American Select Insurance Company, for $89.7 million. A
gain of $20.7 million, net of taxes of $15.0 million, was recorded in 1993.
3. INVESTMENTS
A. FIXED MATURITIES AND EQUITY SECURITIES
Effective January 1, 1994, the Company adopted SFAS No. 115, which requires that
investments be classified into one of three categories: held-to-maturity,
available-for-sale, or trading.
The effect of implementing SFAS No. 115 as of January 1, 1994 was an
increase in the carrying value of fixed maturity investments of $335.3 million,
a decrease in deferred policy acquisition costs of $20.8 million, an increase in
policyholder liabilities of $18.4 million, a net increase in deferred income tax
liabilities of $103.7 million, an increase in minority interest of $45.4
million, and an increase in shareholders' equity of $147.0 million, which
resulted from changing the carrying value of certain fixed maturities from
amortized cost to fair value and related adjustments. The implementation had no
effect on net income.
In November 1995, the Financial Accounting Standards Board issued a Special
Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES, which permitted companies to
reclassify securities, where appropriate, based on the new guidance. As a
result, the Company transferred securities with amortized cost and fair value of
$696.4 million and $725.6 million, respectively, from the held-to-maturity
category to the available-for-sale category, which resulted in a net increase in
shareholders' equity of $12.8 million.
The amortized cost and fair value of available-for-sale and
held-to-maturity fixed maturities and equity securities were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE Gross Gross
Amortized Unrealized Unrealized Fair
Cost (1) Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S. government and agency securities $ 377.0 $ 21.0 $ -- $ 398.0
States and political subdivisions 2,110.6 60.7 4.0 2,167.3
Foreign governments 60.6 3.4 0.6 63.4
Corporate fixed maturities 4,582.1 200.8 16.4 4,766.5
U.S. government mortgage-backed securities 337.6 8.6 2.1 344.1
Total fixed maturities available-for-sale $ 7,467.9 $ 294.5 $ 23.1 $ 7,739.3
---------------------------------------------------------
Equity securities $ 410.6 $ 111.7 $ 5.1 $ 517.2
---------------------------------------------------------
---------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
December 31
(In millions) 1994
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE Gross Gross
Amortized Unrealized Unrealized Fair
Cost (1) Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S. government and agency securities $ 280.2 $ 4.8 $ 9.1 $ 275.9
States and political subdivisions 2,011.3 14.9 76.2 1,950.0
Foreign governments 96.8 1.8 12.8 85.8
Corporate fixed maturities 4,201.4 24.7 157.4 4,068.7
U.S. government mortgage-backed securities 134.9 0.4 3.7 131.6
----------------------------------------------------------
Total fixed maturities available-for-sale $ 6,724.6 $ 46.6 $ 259.2 $ 6,512.0
----------------------------------------------------------
----------------------------------------------------------
Equity securities $ 260.4 $ 35.3 $ 9.3 $ 286.4
----------------------------------------------------------
----------------------------------------------------------
HELD-TO-MATURITY
State and political subdivisions $ 8.1 $ 0.1 $ 0.8 7.4
Foreign governments 20.7 0.2 0.2 20.7
Corporate fixed maturities 927.3 13.7 22.5 918.5
Corporate mortgage-backed securities 3.2 0.1 -- 3.3
----------------------------------------------------------
Total fixed maturities held-to-maturity $ 959.3 $ 14.1 $ 23.5 $ 949.9
----------------------------------------------------------
----------------------------------------------------------
</TABLE>
(1) Amortized cost for fixed maturities and cost for equity securities.
In March 1994, AFLIAC voluntarily withdrew its license in New York in order
to provide for certain commission arrangements prohibited by New York comparable
to AFLIAC's competitors. In connection with the withdrawal, FAFLIC, which is
licensed in New York, became qualified to sell the products previously sold by
AFLIAC in New York. AFLIAC agreed with the New York Department of Insurance to
maintain, through a custodial account in New York, a security deposit, the
market value of which will at all times equal 102% of all outstanding general
account liabilities of AFLIAC for New York policyholders, claimants and
creditors. At December 31, 1995, the amortized cost and market value of assets
on deposit were $295.0 million and $303.6 million, respectively. At December 31,
1994, the amortized cost and market value of assets on deposit were $327.9
million and $323.5 million, respectively. In addition, fixed maturities,
excluding those securities on deposit in New York, with an amortized cost of
$82.2 million and $67.0 million were on deposit with various state and
governmental authorities at December 31, 1995 and 1994, respectively.
There were approximately $21.8 million of contractual fixed maturity
investment commitments at December 31, 1994 and none at December 31, 1995.
The amortized cost and fair value by maturity periods for fixed maturities
are shown below. Actual maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties, or the Company may have the right to put
or sell the obligations back to the issuers. Mortgage backed securities are
included in the category representing their ultimate maturity.
10
<PAGE>
<TABLE>
<CAPTION>
December 31
(In millions) 1995
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Available-for-Sale
Amortized Fair
Cost Value
<S> <C> <C>
Due in one year or less $ 970.8 $ 975.6
Due after one year through five years 3,507.9 3,657.1
Due after five years through ten years 1,794.0 1,866.0
Due after ten years 1,195.2 1,240.6
-----------------------------
Total $ 7,467.9 $ 7,739.3
-----------------------------
-----------------------------
</TABLE>
The proceeds from sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions)
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Proceeds from Sales
of Available-for-Sale Gross Gross
1995 Securities Gains Losses
<S> <C> <C> <C>
Fixed maturities $ 1,612.3 $ 23.7 $ 33.0
---------------------------------------
Equity securities $ 122.2 $ 23.1 $ 6.9
---------------------------------------
1994
Fixed maturities $ 1,026.2 $ 12.6 $ 21.6
---------------------------------------
Equity securities $ 124.3 $ 17.4 $ 4.5
---------------------------------------
</TABLE>
Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions)
Equity
Fixed Securities
Maturities and Other (1) Total
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1995
Net appreciation (depreciation),
beginning of year $ (89.4) $ 10.4 $ (79.0)
---------------------------------------
Effect of transfer of securities
between classifications:
Net appreciation on available-
for-sale fixed maturities 29.2 -- 29.2
Effect of transfer on deferred
policy acquisition costs and
on policy liabilities (6.8) -- (6.8)
Provision for deferred federal
income taxes and minority
interest (9.6) -- (9.6)
---------------------------------------
12.8 -- 12.8
---------------------------------------
Net appreciation on available-
for-sale securities 465.4 87.5 552.9
Net depreciation from the effect
on deferred policy acquisition
costs and on policy liabilities (86.9) (86.9)
Provision for deferred federal
income taxes and minority interest (193.2) (53.6) (246.8)
---------------------------------------
185.3 33.9 219.2
---------------------------------------
Net appreciation, end of year $ 108.7 $ 44.3 $ 153.0
---------------------------------------
---------------------------------------
1994
Net appreciation, beginning of year $ -- $ 17.5 $ 17.5
---------------------------------------
Cumulative effect of accounting
change:
Net appreciation on available-
for-sale fixed maturities 335.3 -- 335.3
Net depreciation from the effect
of accounting change on
deferred policy acquisition
costs and on policy liabilities (39.2) -- (39.2)
Provision for deferred federal
income taxes and minority
interest (149.1) -- (149.1)
---------------------------------------
147.0 17.5 164.5
---------------------------------------
Net depreciation on available-
for-sale securities (547.9) (17.4) (565.3)
Net appreciation from the effect
on deferred policy acquisition
costs and on policy liabilities 73.2 -- 73.2
Benefit for deferred federal income
taxes and minority interest 238.3 10.3 248.6
---------------------------------------
Net appreciation (depreciation),
end of year $ (89.4) $ 10.4 $ (79.0)
---------------------------------------
---------------------------------------
</TABLE>
(1) Includes net appreciation on other investments of $6.9 million and $0.6
million in 1995 and 1994, respectively.
11
<PAGE>
B. MORTGAGE LOANS AND REAL ESTATE
FAFLIC's mortgage loans and real estate are diversified by property type and
location. Real estate investments have been obtained primarily through
foreclosure. Mortgage loans are collateralized by the related properties and
generally are no more than 75% of the property's value at the time the original
loan is made.
The carrying values of mortgage loans and real estate investments net of
applicable reserves were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
Mortgage loans $ 799.5 $ 1,106.7
-----------------------
Real estate:
Held for sale 168.9 134.5
Held for production of income 10.7 45.8
-----------------------
Total real estate 179.6 180.3
-----------------------
Total mortgage loans and real estate $ 979.1 $ 1,287.0
-----------------------
-----------------------
</TABLE>
Reserves for mortgage loans were $33.8 million and $47.2 million as of
December 31, 1995 and 1994, respectively.
During 1995, 1994 and 1993, non-cash investing activities included real
estate acquired through foreclosure of mortgage loans, which had a fair value of
$26.1 million, $39.2 million and $26.7 million, respectively.
At December 31, 1995, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $8.2 million in
the Closed Block. These commitments generally expire within one year. There
are no contractual commitments to extend credit under commercial mortgage
loan agreements outside the Closed Block.
Mortgage loans and real estate investments comprised the following property
types and geographic regions:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
Property type:
Office building $ 435.9 $ 553.6
Residential 145.3 207.3
Retail 205.6 246.5
Industrial / warehouse 93.8 144.1
Other 151.9 205.6
Valuation allowances (53.4) (70.1)
-----------------------
Total $ 979.1 $ 1,287.0
-----------------------
-----------------------
Geographic region:
South Atlantic $ 281.4 $ 374.2
Pacific 191.9 238.7
East North Central 118.2 138.5
Middle Atlantic 148.9 151.2
West South Central 79.7 102.3
New England 94.9 103.1
Other 117.5 249.1
Valuation allowances (53.4) (70.1)
-----------------------
Total $ 979.1 $ 1,287.0
-----------------------
-----------------------
</TABLE>
At December 31, 1995, scheduled mortgage loan maturities were as follows:
1996 - $206.1 million; 1997 - $143.7 million; 1998 - $167.4 million; 1999 -
$109.9 million; 2000 - $124.2 million; and $48.2 million thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties and loans
may be refinanced. During 1995, the Company refinanced $24.0 million of mortgage
loans based on terms which differed from those granted to new borrowers.
12
<PAGE>
C. INVESTMENT VALUATION ALLOWANCES
Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the consolidated balance sheets and
changes thereto are shown below.
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions)
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
1995 Balance at Balance at
January 1 Additions Deductions December 31
<S> <C> <C> <C> <C>
Mortgage loans $ 47.2 $ 1.5 $ 14.9 $ 33.8
Real estate 22.9 (0.6) 2.7 19.6
-----------------------------------------------------
Total $ 70.1 $ 0.9 $ 17.6 $ 53.4
-----------------------------------------------------
-----------------------------------------------------
1994
Mortgage loans $ 73.8 $ 14.6 $ 41.2 $ 47.2
Real estate 21.0 3.2 1.3 22.9
-----------------------------------------------------
Total $ 94.8 $ 17.8 $ 42.5 $ 70.1
-----------------------------------------------------
-----------------------------------------------------
1993
Mortgage loans $ 86.7 $ 4.6 $ 17.5 $ 73.8
Real estate 8.3 12.7 -- 21.0
-----------------------------------------------------
Total $ 95.0 $ 17.3 $ 17.5 $ 94.8
-----------------------------------------------------
-----------------------------------------------------
</TABLE>
D. FUTURES CONTRACTS
FAFLIC purchases and sells futures contracts on margin to hedge against interest
rate fluctuations and their effect on the net cash flows from the sales of
guaranteed investment contracts. The notional amount of such futures contracts
outstanding were $74.7 million and $126.6 million at December 31, 1995 and 1994,
respectively. Because the Company purchases and sells futures contracts through
brokers who assume the risk of loss, the Company's exposure to credit risk under
futures contracts is limited to the margin deposited with the broker. The
maturity of all futures contracts outstanding are less than one year. The fair
value of futures contracts outstanding were $75.7 million and $126.5 million at
December 31, 1995 and 1994, respectively.
Gains and losses on hedge contracts related to interest rate fluctuations
are deferred and recognized in income over the period being hedged corresponding
to related guaranteed investment contracts. Deferred hedging gains and (losses)
were $5.6 million, $(7.7) million, and $6.9 million in 1995, 1994 and 1993,
respectively. Gains and losses on hedge contracts that are deemed ineffective by
management are realized immediately.
A reconciliation of the notional amount of futures contracts is as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Contracts outstanding,
beginning of year $ 126.6 $ 141.7 $ 120.0
New contracts 343.5 816.0 493.3
Contracts terminated (395.4) (831.1) $ (471.6)
---------------------------------------
Contracts outstanding, end of year $ 74.7 $ 126.6 $ 141.7
---------------------------------------
---------------------------------------
</TABLE>
E. FOREIGN CURRENCY SWAP CONTRACTS
The Company enters into foreign currency swap contracts to hedge exposure to
currency risk on foreign fixed maturity investments. Interest and principal
related to foreign fixed maturity investments payable in foreign currencies, at
current exchange rates, are exchanged for the equivalent payment translated at a
specific currency exchange rate. The Company's maximum exposure to counterparty
credit risk is the difference between the foreign currency exchange rate, as
agreed
13
<PAGE>
upon in the swap contract, and the foreign currency spot rate on the date of the
exchange. The fair values of the foreign currency swap contracts outstanding
were $104.2 million and $117.5 million at December 31, 1995 and 1994,
respectively.
The difference between amounts paid and received on foreign currency swap
contracts is reflected in the net investment income related to the underlying
assets and is not material in 1995, 1994, and 1993. The Company had no deferred
gains or losses on foreign currency swap contracts.
A reconciliation of the notional amount of swap contracts is as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Contracts outstanding, beginning
of year $ 118.7 $ 128.8 $ 95.0
New Contracts -- 5.0 50.8
Contracts expired -- (10.1) (17.0)
Contracts terminated (14.1) (5.0) --
---------------------------------------
Contracts outstanding, end
of year $ 104.6 $ 118.7 $ 128.8
---------------------------------------
---------------------------------------
</TABLE>
Expected maturities of foreign currency swap contracts are $36.0 million in
1996, $28.8 million in 1997, and $39.8 million in 1998 and thereafter.
F. OTHER
At December 31, 1995, FAFLIC had no concentration of investments in a single
investee exceeding 10% of shareholders' equity.
4. INVESTMENT INCOME AND GAINS AND LOSSES
A. NET INVESTMENT INCOME
The components of net investment income were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturities $ 554.0 $ 578.3 $ 601.5
Mortgage loans 97.0 119.9 155.7
Equity securities 16.8 12.1 7.1
Policy loans 20.3 23.3 23.5
Real estate 48.5 44.6 43.4
Other long-term investments 4.4 4.3 2.1
Short-term investments 21.4 9.5 7.4
---------------------------------------
Gross investment income 762.4 792.0 840.7
Less investment expenses (52.3) (48.9) (57.9)
---------------------------------------
Net investment income $ 710.1 $ 743.1 $ 782.8
---------------------------------------
---------------------------------------
</TABLE>
As of December 31, 1995, fixed maturities and mortgage loans on non-accrual
status were $1.4 million and $85.4 million, including restructured loans of
$46.8 million. The effect of non-accruals, compared with amounts that would have
been recognized in accordance with the original terms of the investments, was to
reduce net income by $0.6 million, $5.1 million and $14.0 million in 1995, 1994
and 1993, respectively.
The payment terms of mortgage loans may from time to time be restructured
or modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $98.9 million , $126.8 million and $167.0 million at
December 31, 1995, 1994 and 1993, respectively. Interest income on restructured
mortgage loans that would have been recorded in accordance with the original
terms of such loans amounted to $11.1 million, $14.4 million and $18.1 million
in 1995, 1994 and 1993, respectively. Actual interest income on these loans
included in net investment income aggregated $7.1 million, $8.2 million and
$10.6 million in 1995, 1994 and 1993, respectively.
At December 31, 1995, fixed maturities with a carrying value of $1.4
million were non-income producing for the twelve months ended December 31, 1995.
There were no mortgage loans which were non-income producing for the twelve
months ended December 31, 1995.
B. REALIZED INVESTMENT GAINS AND LOSSES
Realized gains (losses) on investments were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturities $ (7.0) $ 2.4 $ 48.8
Mortgage loans 1.4 (12.1) (0.5)
Equity securities 16.2 12.4 29.8
Real estate 5.3 1.4 (14.5)
Other 3.2 (3.0) (2.6)
--------------------------------------
Net realized investment gains $ 19.1 $ 1.1 $ 61.0
--------------------------------------
--------------------------------------
</TABLE>
Proceeds from voluntary sales of investments in fixed maturities were
$1,612.3 million, $1,036.5 million and $817.5 million in 1995, 1994 and 1993,
respectively. Realized gains on such sales were $23.7 million, $12.9 million and
$38.8 million; and realized losses were $33.0 million, $21.6 million and $2.6
million for 1995, 1994 and 1993, respectively.
5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about certain financial instruments
(insurance contracts, real estate, goodwill and taxes are excluded) for which it
is practicable to estimate such values, whether or not these instruments are
included in the balance sheet. The fair values presented for certain financial
instruments are estimates
14
<PAGE>
which, in many cases, may differ significantly from the amounts which could be
realized upon immediate liquidation. In cases where market prices are not
available, estimates of fair value are based on discounted cash flow analyses
which utilize current interest rates for similar financial instruments which
have comparable terms and credit quality. Fair values of interest rate futures
were not material at December 31, 1995 and 1994.
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
CASH AND CASH EQUIVALENTS
For these short-term investments, the carrying amount approximates fair value.
FIXED MATURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.
EQUITY SECURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models.
MORTGAGE LOANS
Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.
REINSURANCE RECEIVABLES
The carrying amount reported in the consolidated balance sheets approximates
fair value.
POLICY LOANS
The carrying amount reported in the consolidated balance sheets approximates
fair value since policy loans have no defined maturity dates and are inseparable
from the insurance contracts.
INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)
Fair values for the Company's liabilities under guaranteed investment type
contracts are estimated using discounted cash flow calculations using current
interest rates for similar contracts with maturities consistent with those
remaining for the contracts being valued. Other liabilities are based on
surrender values.
DEBT
The carrying value of short-term debt reported in the balance sheet approximates
fair value. The fair value of long-term debt was estimated using market quotes,
when available, and, when not available, discounted cash flow analyses.
The estimated fair values of the financial instruments were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
Value Value Value Value
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents $ 236.6 $ 236.6 $ 539.7 $ 539.7
Fixed maturities 7,739.3 7,739.3 7,471.3 7,461.9
Equity securities 517.2 517.2 286.4 286.4
Mortgage loans 799.5 845.4 1,106.7 1,105.8
Policy loans 123.2 123.2 364.9 364.9
------------------------------------------------------------
$ 9,415.8 $ 9,461.7 $ 9,769.0 $ 9,758.7
------------------------------------------------------------
------------------------------------------------------------
FINANCIAL LIABILITIES
Guaranteed investment contracts $ 1,632.8 $ 1,677.0 $ 2,170.6 $ 2,134.0
Supplemental contracts without life contingencies 24.4 24.4 25.3 25.3
Dividend accumulations 86.2 86.2 84.5 84.5
Other individual contract deposit funds 95.7 92.8 111.3 108.0
Other group contract deposit funds 894.0 902.8 980.3 969.6
Individual annuity contracts 966.3 810.0 988.9 870.6
Short-term debt 28.0 28.0 32.8 32.8
Long-term debt 2.8 2.9 2.7 2.7
------------------------------------------------------------
$ 3,730.2 $ 3,624.1 $ 4,396.4 $ 4,227.5
------------------------------------------------------------
------------------------------------------------------------
</TABLE>
15
<PAGE>
6. CLOSED BLOCK
Included in other income in the Consolidated Statement of Income in 1995 is a
net pre-tax contribution from the Closed Block of $2.9 million. Summarized
financial information of the Closed Block as of September 30, 1995 (date used to
estimate financial information for the date of establishment of October 16,
1995) and December 31, 1995 and for the period October 1, 1995 through December
31, 1995 is as follows:
<TABLE>
<CAPTION>
(In millions) 1995
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
December 31 September 30
<S> <C> <C>
Assets
Fixed maturities, at fair value
(amortized cost of $447.4 and
$313.3, respectively) $ 458.0 $ 318.4
Mortgage loans 57.1 61.6
Policy loans 242.4 245.3
Cash and cash equivalents 17.6 12.3
Accrued investment income 16.6 15.3
Deferred policy acquisition costs 24.5 24.8
Other assets 2.7 6.4
-----------------------
Total assets $ 818.9 $ 684.1
-----------------------
-----------------------
Liabilities
Policy liabilities and accruals $ 899.2 $ 894.3
Other liabilities 2.8 4.2
-----------------------
Total liabilities $ 902.0 $ 898.5
-----------------------
-----------------------
</TABLE>
<TABLE>
<CAPTION>
Period from October 1 through December 31
(In millions) 1995
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
<S> <C>
Revenues
Premiums $ 11.5
Net investment income 12.8
---------
Total revenues 24.3
---------
Benefits and expenses
Policy benefits 20.6
Policy acquisition expenses 0.8
---------
Total benefits and expenses 21.4
---------
Contribution from the Closed Block $ 2.9
---------
---------
Cash flows
Cash flows from operating activities:
Contribution from the Closed Block $ 2.9
Initial cash transferred to the Closed Block 139.7
Change in deferred policy acquisition costs, net 0.4
Change in premiums and other receivables (0.1)
Change in policy liabilities and accruals 2.0
Change in accrued investment income (1.3)
Other, net 0.8
---------
Net cash provided by operating activities 144.4
---------
---------
Cash flows from investing activities:
Sales, maturities and repayments of investments 29.0
Purchases of investments (158.8)
Other, net 3.0
---------
Net cash used by investing activities (126.8)
---------
Change in cash and cash equivalents and ending balance $ 17.6
---------
---------
</TABLE>
On October 16, 1995, there were no valuation allowances transferred to the
Closed Block on mortgage loans. There are no valuation allowances on mortgage
loans at December 31, 1995.
Many expenses related to Closed Block operations are charged to operations
outside the Closed Block; accordingly, the contribution from the Closed Block
does not represent the actual profitability of the Closed Block operations.
Operating costs and expenses outside of the Closed Block are, therefore,
disproportionate to the business outside the Closed Block.
16
<PAGE>
7. DEBT
Short- and long-term debt consisted of the following:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C>
Short-Term
Commercial paper $ 27.7 $ 32.8
Other 0.3 --
-----------------------
Total short-term debt $ 28.0 $ 32.8
-----------------------
-----------------------
Long-term debt $ 2.8 $ 2.7
-----------------------
-----------------------
</TABLE>
FAFLIC issues commercial paper primarily to manage imbalances between
operating cash flows and existing commitments. Commercial paper borrowing
arrangements are supported by various lines of credit. As of December 31, 1995,
the weighted average interest rate for outstanding commercial paper was 5.8%.
As of December 31, 1995, FAFLIC had approximately $245.0 million in
committed lines of credit provided by U.S. banks, of which $217.3 million was
available for borrowing. These lines of credit generally have terms of less than
one year, and require the Company to pay annual commitment fees ranging from
0.10% to 0.125% of the available credit. Interest that would be charged for
usage of these lines of credit is based upon negotiated arrangements.
Interest expense was $4.1 million, $4.3 million and $1.6 million in 1995,
1994 and 1993, respectively.
In October, 1995, AFC issued $200.0 million face amount of Senior
Debentures for proceeds of $197.2 million net of discounts and issuance costs.
These securities have an effective interest rate of 7.65%, and mature on October
16, 2025. Interest is payable semiannually on October 15 and April 15 of each
year. The Senior Debentures are subject to certain restrictive covenants,
including limitations on issuance of or disposition of stock of restricted
subsidiaries and limitations on liens. AFC is in compliance with all covenants.
The primary source of cash for repayment of the debt by AFC is dividends from
FAFLIC.
8. FEDERAL INCOME TAXES
Provisions for federal income taxes have been calculated in accordance with the
provisions of SFAS No. 109. A summary of the federal income tax expense
(benefit) in the consolidated statements of income is shown below:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax expense (benefit)
Current $ 119.7 $ 45.4 $ 95.1
Deferred (37.0) 8.0 (20.4)
---------------------------------------
Total $ 82.7 $ 53.4 $ 74.7
---------------------------------------
---------------------------------------
</TABLE>
The federal income taxes attributable to the consolidated results of
operations are different from the amounts determined by multiplying income
before federal income taxes by the expected federal income tax rate. The sources
of the difference and the tax effects of each were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected federal income tax
expense $ 105.6 $ 53.7 $ 138.2
Tax-exempt interest (32.2) (35.9) (32.8)
Differential earnings amount (7.6) 35.0 (10.9)
Non-taxable gain -- -- (22.0)
Dividend received deduction (4.0) (2.5) (1.3)
Foreign tax credit (0.7) (0.8) (0.9)
Changes in tax reserve estimates 19.3 4.0 3.5
Other, net 2.3 (0.1) 0.9
---------------------------------------
Federal income tax expense $ 82.7 $ 53.4 $ 74.7
---------------------------------------
---------------------------------------
</TABLE>
Until conversion to a stock life insurance company, FAFLIC, as a mutual
company, reduced its deduction for policyholder dividends by the differential
earnings amount. This amount was computed, for each tax year, by multiplying the
average equity base of the FAFLIC/AFLIAC consolidated group, as determined for
tax purposes, by the estimate of an excess of an imputed earnings rate over the
average mutual life insurance companies' earnings rate. The differential
earnings amount for each tax year was subsequently recomputed when actual
earnings rates were published by the Internal Revenue Service (IRS). For its
1995 federal income tax return, FAFLIC has estimated that there will be no tax
effect from a differential earnings amount, including the expected effect of
future recomputations by the IRS. As a stock life company, FAFLIC is no longer
required to reduce its policyholder dividend deduction by the differential
earnings amount.
17
<PAGE>
The deferred income tax asset represents the tax effects of temporary
differences attributable to Allmerica P&C, a separate consolidated group for
federal tax return purposes. Its components were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax (assets) liabilities
AMT carryforwards $ (9.8) $ (11.9)
Loss reserve discounting (178.3) (187.6)
Deferred acquisition costs 55.1 54.2
Employee benefit plans (25.5) (22.0)
Investments, net 77.4 (22.7)
Fixed assets 2.5 4.5
Bad debt reserve (1.8) (1.8)
Other, net (0.8) (1.8)
------------------------
Deferred tax asset, net $ (81.2) $ (189.1)
------------------------
------------------------
</TABLE>
The deferred income tax liability represents the tax effects of temporary
differences attributable to the FAFLIC/AFLIAC consolidated federal tax return
group. Its components were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax (assets) liabilities
NOL carryforwards $ -- $ (3.3)
AMT carryforwards -- (1.5)
Loss reserve discounting (129.1) (118.2)
Deferred acquisition costs 169.7 199.0
Differential earnings amount -- 27.7
Employee benefit plans (14.6) (15.4)
Investments, net 67.0 (30.9)
Fixed assets (1.7) (0.9)
Bad debt reserve (26.3) (27.9)
Other, net (17.2) (14.8)
------------------------
Deferred tax liability, net $ 47.8 $ 13.8
------------------------
------------------------
</TABLE>
Gross deferred income tax assets totaled $405.1 million and $460.7 million
at December 31, 1995 and 1994, respectively. Gross deferred income tax
liabilities totaled $371.1 million and $285.4 million at December 31, 1995 and
1994, respectively.
Management believes, based on the Company's recent earnings history and its
future expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, management considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary. At December 31, 1995, there are no available non-life
net operating loss carryforwards, and there are available alternative minimum
tax credit carryforwards of $9.8 million.
The Company's federal income tax returns are routinely audited by the IRS,
and provisions are routinely made in the financial statements in anticipation of
the results of these audits. The IRS has examined the FAFLIC/AFLIAC consolidated
group's federal income tax returns through 1988. The IRS has also examined the
Allmerica P&C consolidated group's federal income tax returns through 1988.
Deficiencies asserted with respect to tax years 1977 through 1981 have been paid
and recorded, and the Company has filed a recomputation of such years with
appeals claiming a refund with respect to certain agreed upon issues. The
Company is currently considering its response to certain adjustments proposed by
the IRS with respect to FAFLIC/AFLIAC's federal income tax returns for 1982 and
1983, and to possible adjustments under consideration by the IRS with respect to
Allmerica P&C's federal income tax returns for 1989, 1990, and 1991. If upheld,
these adjustments would result in additional payments; however, the Company will
vigorously defend its position with respect to these adjustments. In
management's opinion, adequate tax liabilities have been established for all
years. However, the amount of these tax liabilities could be revised in the near
term if estimates of the Company's ultimate liability are revised.
9. PENSION PLANS
FAFLIC provides retirement benefits to substantially all of its employees under
three separate defined benefit pension plans. Through December 31, 1994,
retirement benefits were based primarily on employees' years of service and
compensation during the highest five consecutive plan years of employment.
Benefits under this defined benefit formula were frozen for most employees (but
not for eligible agents) effective December 31, 1994. In their place, the
Company adopted a defined benefit cash balance formula, under which the Company
annually provides an allocation to each eligible employee as a percentage of
that employee's salary, similar to a defined contribution plan arrangement. The
1995 allocation was based on 7.0% of each eligible employee's salary.
Continuation of the defined benefit cash balance formula is subject to the
resolution of certain technical issues, and may be subject to receipt of a
favorable determination letter from the IRS that the Company's pension plans, as
amended to reflect the cash balance formula, will continue to satisfy the
requirements of Section 401(a) of the Internal Revenue Code. The Company's
policy for the plans is to fund at least the minimum amount required by the
Employee Retirement Income Security Act of 1974.
18
<PAGE>
Components of net pension expense were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits earned
during the year $ 19.7 $ 13.0 $ 9.8
Interest accrued on projected
benefit obligations 21.1 20.0 16.9
Actual return on assets (89.3) (2.6) (15.1)
Net amortization and deferral 66.1 (16.3) (5.8)
--------------------------------------
Net pension expense $ 17.6 $ 14.1 $ 5.8
--------------------------------------
--------------------------------------
</TABLE>
The following table summarizes the combined status of the three pension
plans. At December 31, 1995 and 1994, each plan's projected benefit obligation
exceeded its assets.
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefit obligation $ 325.6 $ 221.7
Unvested benefit obligation 5.0 3.5
-----------------------
Accumulated benefit obligation $ 330.6 $ 225.2
-----------------------
-----------------------
Pension liability included in
Consolidated Balance Sheets:
Projected benefit obligation $ 367.1 $ 254.6
Plan assets at fair value 321.2 239.7
-----------------------
Plan assets less than projected
benefit obligation (45.9) (14.9)
Unrecognized net loss from
past experience 48.8 42.3
Unrecognized prior service benefit (13.8) (17.3)
Unamortized transition asset (26.5) (28.3)
-----------------------
Net pension liability $ (37.4) $ (18.2)
-----------------------
-----------------------
</TABLE>
Determination of the projected benefit obligations was based on a weighted
average discount rate of 7.0% in 1995 and 8.5% in 1994, and the assumed
long-term rate of return on plan assets was 9%. The actuarial present value of
the projected benefit obligations was determined using assumed rates of increase
in future compensation levels ranging from 5.5% to 6.5%. The effect of changes
in actuarial assumptions, including the decrease in the weighted average
discount rate, was an increase in the Company's projected benefit obligation of
$76.7 million at December 31, 1995. Plan assets are invested primarily in
various separate accounts and the general account of FAFLIC. The plans also hold
stock of AFC.
The Company has a profit sharing and 401(k) plan for its employees.
Effective for plan years beginning after 1994, the profit sharing formula for
employees has been discontinued and a 401(k) match feature has been added to the
continuing 401(k) plan for the employees. Total plan expense in 1995, 1994 and
1993 was $5.2 million, $12.6 million and $22.6 million, respectively. In
addition to this Plan, the Company has a defined contribution plan for
substantially all of its agents. The Plan expense in 1995, 1994 and 1993 was
$3.5 million, $2.7 million and $2.4 million, respectively.
10. OTHER POSTRETIREMENT BENEFIT PLANS
In addition to the Company's pension plans, the Company currently provides
postretirement medical and death benefits to certain full-time employees and
dependents, under several plans sponsored by FAFLIC, Hanover and Citizens.
Generally, employees become eligible at age 55 with at least 15 years of
service. Spousal coverage is generally provided for up to two years after death
of the retiree. Benefits include hospital, major medical and a payment at death
equal to retirees' final compensation up to certain limits. Effective January 1,
1996, the Company revised these benefits so as to establish limits on future
benefit payments and to restrict eligibility to current employees. The medical
plans have varying copayments and deductibles, depending on the plan. These
plans are unfunded.
Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions".
SFAS No. 106 requires employers to recognize the costs and obligations of
postretirement benefits other than pensions over the period ending with the date
an employee is fully eligible to receive benefits. Previously, such costs were
generally recognized as expenses when paid. The adoption increased accrued
liabilities by $69.1 million. The effect on the consolidated income statement
was $35.4 million, net of tax of $23.5 million and minority interest of $10.2
million, reported as a cumulative effect of a change in accounting principle.
The ongoing effect of adopting the new standard increased 1993 net periodic
postretirement benefit expense by $6.6 million, and decreased net income by $4.3
million.
19
<PAGE>
The plans' funded status reconciled with amounts recognized in the
Company's consolidated balance sheet were as follows:
<TABLE>
<CAPTION>
December 31
(In millions) 1995 1994
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 44.9 $ 35.2
Fully eligible active plan participants 14.0 15.2
Other active plan participants 45.9 38.5
-----------------------
104.8 88.9
Plan assets at fair value -- --
-----------------------
Accumulated postretirement benefit
obligation in excess of plan assets 104.8 88.9
Unrecognized loss 13.4 4.7
-----------------------
Accrued postretirement benefit costs $ 91.4 $ 84.2
-----------------------
-----------------------
</TABLE>
The components of net periodic postretirement benefit expense were as
follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <S> <C> <C>
Service cost $ 4.2 $ 6.6 $ 3.8
Interest cost 6.9 6.9 5.7
Amortization of (gain) loss (0.5) 1.4 --
-------------------------------------
Net periodic postretirement
benefit expense $ 10.6 $ 14.9 $ 9.5
-------------------------------------
-------------------------------------
</TABLE>
For purposes of measuring the accumulated postretirement benefit obligation
at December 31, 1995, health care costs were assumed to increase 10% in 1996,
declining thereafter until the ultimate rate of 5.5% is reached in 2001 and
remains at that level thereafter. The health care cost trend rate assumption has
a significant effect on the amounts reported. For example, increasing the
assumed health care cost trend rates by one percentage point in each year would
increase the accumulated postretirement benefit obligation at December 31, 1995
by $10.1 million, and the aggregate of the service and interest cost components
of net periodic postretirement benefit expense for 1995 by $1.2 million.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation at January 1, 1993 was 8.5%. The rate was 7.0%
and 8.5% at December 31, 1995 and 1994, respectively. The effect of changes in
actuarial assumptions, including the decrease in the weighted average discount
rate, was an increase in the Company's accumulated postretirement benefit
obligation of $15.1 million at December 31, 1995.
11. POSTEMPLOYMENT BENEFITS
Effective January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 112, (SFAS No. 112), "Employers' Accounting
for Postemployment Benefits", which requires employers to recognize the costs
and obligations of severance, disability and related life insurance and health
care benefits to be paid to inactive or former employees after employment but
before retirement. Prior to adoption, the Company had recognized the cost of
these benefits on an accrual or paid basis, depending on the plan.
Implementation of SFAS No. 112 resulted in a transition obligation of $1.9
million, net of federal income taxes and minority interest, and is reported as a
cumulative effect of a change in accounting principle in the consolidated
statement of income. The impact of this accounting change, after recognition of
the cumulative effect, was not significant.
12. DIVIDEND RESTRICTIONS
Massachusetts, Delaware, New Hampshire and Michigan have enacted laws governing
the payment of dividends to stockholders by insurers. These laws affect the
dividend paying ability of FAFLIC, AFLIAC, Hanover and Citizens, respectively.
Massachusetts' statute limits the dividends an insurer may pay in any
twelve month period, without the prior permission of the Commonwealth of
Massachusetts Insurance Commissioner, to the greater of (i) 10% of its statutory
policyholder surplus as of the preceding December 31 or (ii) the individual
company's statutory net gain from operations for the preceding calendar year (if
such insurer is a life company), or its net income for the preceding calendar
year (if such insurer is not a life company). In addition, under Massachusetts
law, no domestic insurer shall pay a dividend or make any distribution to its
shareholders from other than unassigned funds unless the Commissioner shall have
approved such dividend or distribution. At January 1, 1996, FAFLIC could pay
dividends of $144.9 million to AFC without prior approval of the Commissioner.
Dividends from FAFLIC to AFC will be the primary source of cash for
repayment of the debt by AFC and payment of dividends to AFC stockholders.
Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of
20
<PAGE>
Insurance, is limited to the greater of (i) 10% of its policyholders' surplus as
of the preceding December 31 or (ii) the individual company's statutory net gain
from operations for the preceding calendar year (if such insurer is a life
company) or its net income (not including realized capital gains) for the
preceding calendar year (if such insurer is not a life company). Any dividends
to be paid by an insurer, whether or not in excess of the aforementioned
threshold, from a source other than statutory earned surplus would also require
the prior approval of the Delaware Commissioner of Insurance. At January 1,
1996, AFLIAC could pay dividends of $4.3 million to FAFLIC without prior
approval.
Pursuant to New Hampshire's statute, the maximum dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the New Hampshire Insurance Commissioner, is limited to 10% of
such insurer's statutory policyholder surplus as of the preceding December 31.
At January 1, 1996, the maximum dividend and other distributions that could be
paid to Allmerica P&C by Hanover, without prior approval of the Insurance
Commissioner, was approximately $72.8 million.
Pursuant to Michigan's statute, the maximum dividends and other
distributions that an insurer may pay in any twelve month period, without prior
approval of the Michigan Insurance Commissioner, is limited to the greater of
10% of policyholders' surplus as of December 31 of the immediately preceding
year or the statutory net income less realized gains, for the immediately
preceding calendar year. At January 1, 1996, Citizens Insurance could pay
dividends of $45.6 million to Citizens Corporation without prior approval.
13. SEGMENT INFORMATION
The Company offers financial products and services in two major areas: Risk
Management and Retirement and Asset Management. Within these broad areas, the
Company conducts business principally in five operating segments.
The Risk Management group includes two segments: Regional Property and
Casualty and Corporate Risk Management Services. The Regional Property and
Casualty segment includes property and casualty insurance products, such as
automobile insurance, homeowners insurance, commercial multiple-peril insurance,
and workers' compensation insurance. These products are offered by Allmerica P&C
through its operating subsidiaries, Hanover and Citizens. Substantially all of
the Regional Property and Casualty segment's earnings are generated in Michigan
and the Northeast (Connecticut, Massachusetts, New York, New Jersey, New
Hampshire, Rhode Island, Vermont and Maine). The Corporate Risk Management
Services segment, formerly known as the Employee Benefit Services segment,
includes group life and health insurance products and services which assist
employers in administering employee benefit programs and in managing the related
risks.
The Retirement and Asset Management group includes three segments: Retail
Financial Services, Institutional Services and Allmerica Asset Management. The
Retail Financial Services segment, formerly known as the Individual Financial
Services segment, includes variable annuities, variable universal life-type,
traditional and health insurance products distributed via retail channels to
individuals across the country. The Institutional Services segment includes
primarily group retirement products such as 401(k) plans, tax-sheltered
annuities and GIC contracts which are distributed to institutions across the
country via work-site marketing and other arrangements. Allmerica Asset
Management, formerly included in the results of the Institutional Services
segment, is a Registered Investment Advisor which provides investment advisory
services to other institutions, such as insurance companies and pension plans.
21
<PAGE>
Summarized below is financial information with respect to business segments
for the year ended and as of December 31.
<TABLE>
<CAPTION>
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Risk Management
Regional Property and Casualty $ 2,095.1 $ 2,004.8 $ 2,051.1
Corporate Risk Management 328.5 302.4 296.0
-----------------------------------------
Subtotal 2,423.6 2,307.2 2,347.1
-----------------------------------------
Retirement and Asset Management
Retail Financial Services 486.7 507.9 524.0
Institutional Services 344.1 397.9 382.0
Allmerica Asset Management 4.4 4.0 -
-----------------------------------------
Subtotal 835.2 909.8 906.0
Eliminations (20.3) (21.9) (13.9)
-----------------------------------------
Total $ 3,238.5 $ 3,195.1 $ 3,239.2
-----------------------------------------
-----------------------------------------
Income (loss) from continuing
operations before income taxes:
Risk Management
Regional Property and Casualty $ 206.3 $ 113.1 $ 331.3
Corporate Risk Management 18.3 19.9 18.1
-----------------------------------------
Subtotal 224.6 133.0 349.4
-----------------------------------------
-----------------------------------------
Retirement and Asset Management
Retail Financial Services 35.2 14.2 61.6
Institutional Services 42.8 4.4 (16.1)
Allmerica Asset Management 2.3 1.9 --
-----------------------------------------
Subtotal 80.3 20.5 45.5
-----------------------------------------
Total $ 304.9 $ 153.5 $ 394.9
-----------------------------------------
-----------------------------------------
Identifiable assets:
Risk Management
Regional Property and Casualty $ 5,741.8 $ 5,408.7 $ 5,198.1
Corporate Risk Management 458.9 386.3 367.6
-----------------------------------------
Subtotal 6,200.7 5,795.0 5,565.7
-----------------------------------------
Retirement and Asset Management
Retail Financial Services 7,218.7 5,639.8 5,104.5
Institutional Services 4,280.9 4,484.5 4,708.2
Allmerica Asset Management 2.1 2.2 --
-----------------------------------------
Subtotal 11,501.7 10,126.5 9,812.7
-----------------------------------------
Total $ 17,702.4 $ 15,921.5 $ 15,378.4
-----------------------------------------
-----------------------------------------
</TABLE>
14. LEASE COMMITMENTS
Rental expenses for operating leases, principally with respect to buildings,
amounted to $36.4 million, $35.2 million and $31.9 million in 1995, 1994 and
1993, respectively. At December 31, 1995, future minimum rental payments under
non-cancelable operating leases were approximately $84.6 million, payable as
follows: 1996 - $29.4 million; 1997 - $21.5 million; 1998 - $14.6 million; 1999
- - $8.7 million; 2000 - $5.5 million; and $4.9 million thereafter.
15. REINSURANCE
In the normal course of business, the Company seeks to reduce the loss that may
arise from catastrophes or other events that cause unfavorable underwriting
results by reinsuring certain levels of risk in various areas of exposure with
other insurance enterprises or reinsurers. Reinsurance transactions are
accounted for in accordance with the provisions of SFAS No. 113.
Amounts recoverable from reinsurers are estimated in a manner consistent
with the claim liability associated with the reinsured policy. Reinsurance
contracts do not relieve the Company from its obligations to policyholders.
Failure of reinsurers to honor their obligations could result in losses to the
Company; consequently, allowances are established for amounts deemed
uncollectible. The Company determines the appropriate amount of reinsurance
based on evaluation of the risks accepted and analyses prepared by consultants
and reinsurers and on market conditions (including the availability and pricing
of reinsurance). The Company also believes that the terms of its reinsurance
contracts are consistent with industry practice in that they contain standard
terms with respect to lines of business covered, limit and retention,
arbitration and occurrence. Based on its review of its reinsurers' financial
statements and reputations in the reinsurance marketplace, the Company believes
that its reinsurers are financially sound.
The Company is subject to concentration of risk with respect to reinsurance
ceded to various residual market mechanisms. As a condition to the ability to
conduct certain business in various states, the Company is required to
participate in various residual market mechanisms and pooling arrangements which
provide various insurance coverages to individuals or other entities that are
otherwise unable to purchase such coverage voluntarily provided by private
insurers. These market mechanisms and pooling arrangements include the
Massachusetts Commonwealth Automobile Reinsurers ("CAR"), the Maine Workers'
Compensation Residual
22
<PAGE>
Market Pool ("MWCRP") and the Michigan Catastrophic Claims Association ("MCCA").
As of December 31, 1995, the MCCA and CAR were the only two reinsurers which
represented 10% or more of the Company's reinsurance business. As a servicing
carrier in Massachusetts, the Company cedes a significant portion of its private
passenger and commercial automobile premiums to CAR. Net premiums earned and
losses and loss adjustment expenses ceded to CAR in 1995, 1994 and 1993 were
$49.1 million and $37.9 million, $50.0 million and $34.6 million, and $45.0
million and $31.7 million, respectively.
From 1988 through 1992, the Company was a servicing carrier in Maine, and
ceded a significant portion of its workers' compensation premiums to the Maine
Workers' Compensation Residual Market Pool, which is administered by The
National Council on Compensation Insurance ("NCCI"). The Company is currently
involved in legal proceedings regarding the MWCRP's deficit which through a
legislated settlement issued on June 23, 1995 provided for an initial funding of
$220.0 million, of which the insurance carriers were responsible for $65.0
million. Hanover paid its allocation of $4.2 million in December 1995. Some of
the small carriers are currently appealing this decision. The Company's right to
recover reinsurance balances for claims properly paid is not at issue in any
such proceedings. The Company expects to collect its reinsurance balance;
however, funding of the cash flow needs of the MWCRP may in the future be
affected by issues related to certain litigation, the outcome of which the
Company cannot predict. The Company ceded to MCCA net premiums earned and losses
and loss adjustment expenses in 1995, 1994 and 1993 of $66.8 million and $62.9
million, $80.0 million and $24.2 million, and $76.4 million and $126.8 million,
respectively. Because the MCCA is supported by assessments permitted by statute,
and all amounts billed by the Company to CAR, MWCRP and MCCA have been paid when
due, the Company believes that it has no significant exposure to uncollectible
reinsurance balances.
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Life insurance premiums:
Direct $ 438.9 $ 447.2 $ 453.0
Assumed 71.0 54.3 31.3
Ceded (150.3) (111.0) (83.2)
----------------------------------------
Net premiums $ 359.6 $ 390.5 $ 401.1
----------------------------------------
----------------------------------------
Property and casualty
premiums written:
Direct $ 2,039.4 $ 1,992.4 $ 1,906.2
Assumed 125.0 128.6 106.3
Ceded (279.1) (298.1) (267.4)
----------------------------------------
Net premiums $ 1,885.3 $ 1,822.9 $ 1,745.1
----------------------------------------
----------------------------------------
Property and casualty
premiums earned:
Direct $ 2,021.7 $ 1,967.1 $ 1,870.1
Assumed 137.7 116.1 114.8
Ceded (296.2) (291.9) (306.7)
----------------------------------------
Net premiums $ 1,863.2 $ 1,791.3 $ 1,678.2
----------------------------------------
----------------------------------------
Life insurance and other individual
policy benefits, claims, losses and
loss adjustment expenses:
Direct $ 749.6 $ 773.0 $ 819.4
Assumed 38.5 28.9 6.8
Ceded (69.5) (61.6) (38.4)
----------------------------------------
Net policy benefits, claims, losses
and loss adjustment expenses $ 718.6 $ 740.3 $ 787.8
----------------------------------------
----------------------------------------
Property and casualty benefits,
claims, losses and loss
adjustment expenses:
Direct $ 1,372.7 $ 1,364.4 $ 1,310.3
Assumed 146.1 102.7 98.8
Ceded (229.1) (160.4) (209.7)
----------------------------------------
Net policy benefits, claims, losses
and loss adjustment expenses $ 1,289.7 $ 1,306.7 $ 1,199.4
----------------------------------------
----------------------------------------
</TABLE>
23
<PAGE>
16. DEFERRED POLICY ACQUISITION EXPENSES
The following reflects the amount of policy acquisition expenses deferred and
amortized:
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 802.8 $ 746.9 $ 700.4
Acquisition expenses deferred 504.8 510.3 482.3
Amortized to expense
during the year (470.3) (475.7) (435.8)
Adjustment to equity
during the year (50.4) 21.3 --
Transferred to the Closed Block (24.8) -- --
Adjustment for cession of
term life insurance (26.4) -- --
---------------------------------------
Balance at end of year $ 735.7 $ 802.8 $ 746.9
---------------------------------------
---------------------------------------
</TABLE>
17. LIABILITIES FOR OUTSTANDING CLAIMS, LOSSES AND LOSS ADJUSTMENT EXPENSES
The Company regularly updates its estimates at liabilities for outstanding
claims, losses and loss adjustment expenses as new information becomes available
and further events occur which may impact the resolution of unsettled claims for
its property and casualty and its accident and health lines of business. Changes
in prior estimates are reflected in results of operations in the year such
changes are determined to be needed and recorded.
The liability for outstanding claims, losses and loss adjustment expenses
related to the Company's accident and health business was $375.9 million, $305.0
million and $276.3 million at December 31, 1995, 1994 and 1993, respectively.
Accident and health claim liabilities have been re-estimated for all prior years
and were increased by $26.4 million, $6.5 million and $12.7 million in 1995,
1994 and 1993, respectively. Unfavorable development in the accident and health
business during 1995 is primarily due to reserve strengthening and adverse
experience in the Company's individual disability line of business.
The following table provides a reconciliation of the beginning and ending
property and casualty reserve for unpaid losses and loss adjustment expenses
(LAE):
<TABLE>
<CAPTION>
For the Years Ended December 31
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Reserve for losses and LAE,
beginning of year $ 2,821.7 $ 2,717.3 $ 2,598.9
Incurred losses and LAE, net
of reinsurance recoverable:
Provision for insured events of
the current year 1,427.3 1,434.8 1,268.2
Decrease in provision for insured
events of prior years (137.6) (128.1) (68.8)
----------------------------------------
Total incurred losses and LAE 1,289.7 1,306.7 1,199.4
----------------------------------------
Payments, net of reinsurance
recoverable:
Losses and LAE attributable to
insured events of current year 652.2 650.2 523.5
Losses and LAE attributable to
insured events of prior years 614.3 566.9 564.3
----------------------------------------
Total payments 1,266.5 1,217.1 1,087.8
----------------------------------------
Less reserves assumed by purchaser
of Beacon -- -- (28.8)
----------------------------------------
Change in reinsurance recoverable
on unpaid losses 51.1 14.8 35.6
----------------------------------------
Reserve for losses and LAE,
end of year $ 2,896.0 $ 2,821.7 $ 2,717.3
----------------------------------------
----------------------------------------
</TABLE>
As part of an ongoing process, the property and casualty reserves have been
re-estimated for all prior accident years and were decreased by $137.6 million,
$128.1 million and $68.8 million in 1995, 1994 and 1993, respectively. The
increase in favorable development on prior years' reserves of $9.5 million in
1995 results primarily from a $34.6 million increase in favorable development at
Citizens. Favorable development in Citizens' personal automobile and workers'
compensation lines increased $16.6 million and $15.5 million, to favorable
development of $4.4 million and $32.7 million, respectively. Hanover's favorable
development, not including the effect of voluntary and involuntary pools, was
relatively unchanged at $90.2 million in 1995 compared to $91.7 million in 1994.
Favorable development in Hanover's workers' compensation line increased $27.7
million to $31.0 million during 1995. This was offset by decreases of $14.6
million and
24
<PAGE>
$12.6 million, to $45.5 million and $0.1 million, in the personal automobile
and commercial multiple peril lines, respectively. Favorable development in
Hanover's voluntary and involuntary pools decreased $23.6 million to $0.4
million during 1995.
The increase in favorable development on prior years' reserves of $59.3
million in 1994 primarily results from an increase in favorable development in
the voluntary and involuntary pools of $47.0 million in 1994. The remainder of
the favorable reserve development in 1994 is the result of favorable severity
trends, primarily in the personal automobile and commercial multiple peril
lines.
This favorable development reflects the Regional Property and Casualty
subsidiaries' reserving philosophy consistently applied over these periods.
Conditions and trends that have affected development of the loss and LAE
reserves in the past may not necessarily occur in the future.
Due to the nature of business written by the Regional Property and Casualty
subsidiaries, the exposure to environmental liabilities is relatively small.
Losses and LAE reserves related to environmental damage and toxic tort
liability, included in the total reserve for losses and LAE, were $28.6 million
and $19.4 million, net of reinsurance of $8.4 million and $8.1 million, at the
end of 1995 and 1994, respectively. During 1995, the Regional Property and
Casualty subsidiaries redefined their environmental liabilities in conformity
with new guidelines issued by the NAIC. The 1994 liability has been conformed to
the 1995 presentation. This had no impact on results of operations. Management
believes that, notwithstanding the evolution of case law expanding such
liability, recorded reserves for environmental liability are adequate, and is
not aware of any litigation or pending claims that may result in additional
material liabilities in excess of recorded reserves. During 1995, Hanover
performed an actuarial review of its environmental reserves. This resulted in
Hanover's providing additional reserves for "IBNR" (incurred but not reported)
claims, in addition to existing reserves for reported claims. At Citizens,
environmental reserves are primarily related to reported claims. Although these
claims are not material, their existence gives rise to uncertainty and is
discussed because of the possibility, however remote, that they may become
material. The environmental liability could be revised in the near term if the
estimates used in determining the liability are revised.
18. MINORITY INTEREST
The Company's interest in Allmerica P&C, is represented by ownership of 58.3%,
57.4% and 57.4% of the outstanding shares of common stock at December 31, 1995,
1994 and 1993, respectively. Earnings and shareholders' equity attributable to
minority shareholders are included in minority interest in the consolidated
financial statements.
19. CONTINGENCIES
REGULATORY AND INDUSTRY DEVELOPMENTS
Unfavorable economic conditions have contributed to an increase in the number of
insurance companies that are under regulatory supervision. This is expected to
result in an increase in mandatory assessments by state guaranty funds, or
voluntary payments by, solvent insurance companies to cover losses to
policyholders of insolvent or rehabilitated companies. Mandatory assessments,
which are subject to statutory limits, can be partially recovered through a
reduction in future premium taxes in some states. The Company is not able to
reasonably estimate the potential effect on it of any such future assessments or
voluntary payments.
LITIGATION
On June 23, 1995, the governor of Maine approved a legislative settlement for
the Maine Workers' Compensation Residual Market Pool deficit for the years 1988
through 1992. The settlement provides for an initial funding of $220.0 million
toward the deficit. The insurance carriers are liable for $65.0 million payable
on or before January 1, 1996, and employers will contribute $110.0 million
payable through surcharges on premiums over the course of the next ten years.
The major insurers are responsible for 90% of the $65.0 million. Hanover's
allocated share of the settlement is approximately $4.2 million, which was paid
in December 1995. The remainder of the deficit of $45.0 million will be paid by
the Maine Guaranty Fund Surplus payable in quarterly contributions over ten
years. The smaller carriers have recently filed litigation to appeal the
settlement. The Company believes that adequate reserves have been established
for any additional liability.
The Company has been named a defendant in various other legal proceedings
arising in the normal course of business. In the opinion of management, based on
the advice of legal counsel, the ultimate resolution of these proceedings will
not have a material effect on the Company's consolidated financial statements.
However, liabilities related to these proceedings could be established in the
near term if estimates of the ultimate resolution of these proceedings are
revised.
RESIDUAL MARKETS
The Company is required to participate in residual markets in various states.
The results of the residual markets are not subject to the predictability
associated with the Company's own managed business, and are significant to the
workers' compensation line of business and both the private passenger and
commercial automobile lines of business.
25
<PAGE>
20. STATUTORY FINANCIAL INFORMATION
The insurance subsidiaries are required to file annual statements with state
regulatory authorities prepared on an accounting basis prescribed or permitted
by such authorities (statutory basis). Statutory surplus differs from
shareholders' equity reported in accordance with generally accepted accounting
principles for stock life insurance companies primarily because policy
acquisition costs are expensed when incurred, investment reserves are based on
different assumptions, postretirement benefit costs are based on different
assumptions and reflect a different method of adoption, life insurance reserves
are based on different assumptions and income tax expense reflects only taxes
paid or currently payable. Statutory net income and surplus are as follows:
<TABLE>
<CAPTION>
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory net income (Unconsolidated)
Property and Casualty Companies $ 139.8 $ 74.5 $ 166.8
Life and Health Companies 134.3 40.7 114.8
----------------------------------------
Statutory Shareholders'
Surplus (Unconsolidated)
Property and Casualty Companies $ 1,151.7 $ 989.8 $ 960.1
Life and Health Companies 965.6 465.3 526.4
----------------------------------------
</TABLE>
21. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 1995 and 1994 are summarized below:
<TABLE>
<CAPTION>
For the Three Months Ended
(In millions)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 March 31 June 30 Sept. 30 Dec. 31
Total revenues $ 841.4 $ 793.4 $ 819.2 $ 784.5
------------------------------------------------------
Income before extraordinary item $ 39.2 $ 29.9 $ 34.8 $ 45.2
Extraordinary item - demutualization expenses (2.5) (3.5) (4.7) (1.4)
------------------------------------------------------
Net income $ 36.7 $ 26.4 $ 30.1 $ 43.8
------------------------------------------------------
------------------------------------------------------
1994
Total revenues $ 815.4 $ 786.8 $ 799.3 $ 793.6
------------------------------------------------------
Income (loss) before extraordinary item $ (10.9) $ 15.7 $ 26.6 $ 17.7
Extraordinary item - demutualization expenses (1.6) (2.5) (2.8) (2.3)
Cumulative effect of changes in accounting principles (1.9) -- -- --
------------------------------------------------------
Net income $ (14.4) $ 13.2 $ 23.8 $ 15.4
------------------------------------------------------
------------------------------------------------------
</TABLE>
26
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for First Allmerica Financial Life Insurance
Company
Financial Statements for Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company
Financial Statements Included in Part C
None
(b) Exhibits
Exhibit 1 - Vote of Board of Directors Authorizing Establishment of
Registrant dated August 20, 1991 was previously filed on May 11,
1992, in Registration Statement No. 33-47858, 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 - Underwriting and Administrative Services Agreement was previously
filed on November 1, 1993 and is herein incorporated by
reference. Broker's Agreement was previously filed on August 14,
1992 in Registration Statement No. 33-47216 and is incorporated
herein by reference.
Exhibit 4 - Specimen Generic Policy Form A3020-94 GRC was previously filed on
November 1, 1993, and is incorporated herein by reference.
Exhibit 5 - Specimen Generic Application Form was previously filed on
November 1, 1993, and is herein incorporated by reference.
Exhibit 6(a)- The Depositor's Articles of Incorporation and Bylaws were
previously filed in Post-Effective Amendment #4, which was
effective on October 16, 1995 and are incorporated herein by
reference.
(b)- The Depositor's Revised By-Laws
Exhibit 7 - Not Applicable.
Exhibit 8 - AUV Calculation Services Agreement with The Shareholder Services
Group dated March 31, 1995, was previously filed on _______, 1995
in Registration Statement No.___ and is incorporated herein by
reference.
8(b)- Service Agreement
Exhibit 9 - Consent and Opinion of Counsel.
Exhibit 10 - Consent of Independent Accountants
Exhibit 11 - None.
Exhibit 12 - None.
Exhibit 13 - Not applicable.
Exhibit 14 - Not Applicable.
Other Exhibits:
Exhibit 15- Power of Attorney
Exhibit 27- Financial Data Schedules
C-1
<PAGE>
Item 25. Directors and Executive Officers of the Depositor.
The principal business address of all the following Directors
and Officers is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
Name and Position Principal Occupation(s) During Past Five Years
- ----------------- ----------------------------------------------
Bruce C. Anderson Director of First Allmerica since 1996; Vice
President, First Allmerica
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel,
First Allmerica
Mark R. Colborn Vice President and Controller, First Allmerica
Kruno Huitzingh Director of First Allmerica since 1996; Vice
President & Chief Information Officer, First
Allmerica since 1993; Executive Vice President,
Chicago Board Options Exchange, 1985 to 1993
John F. Kelly Director of First Allmerica since 1996; Senior
Vice President and General Counsel, First
Allmerica
John F. O'Brien Director, Chairman of the Board, President and
Chief Executive Officer of First Allmerica
Edward J. Parry, III Vice President and Treasurer, First Allmerica
since 1993; Assistant. Vice President to 1992 to
1993; Manager, Price Waterhouse, 1987 to 1992
Richard M. Reilly Director of First Allmerica since 1996; Vice
President, First Allmerica; Director and
President, Allmerica Investments, Inc.; Director
and President, Allmerica Investment Management
Company, Inc. since since 1992.
Larry C. Renfro Director of First Allmerica since 1996; Vice
President of First Allmerica
Theodore J. Rupley Director of First Allmerica since 1996; Director,
President, and CEO, The Hanover Insurance Company
since 1992; President, Fountain Powerboats, 1992;
President, Metropolitan Property & Casualty
Company, 1986-1992.
Phillip E. Soule Director of First Allmerica since 1996; Vice
President, First Allmerica
Eric Simonsen Director of First Allmerica since 1996; Vice
President and Chief Financial Officer, First
Allmerica
Diane E. Wood Director of First Allmerica since 1996; Vice
President, First Allmerica
C-2
<PAGE>
Item 26. Persons Under Common Control With Registrant. See attached
organizational chart.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester, MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory service
Worcester, MA 01653
Allmerica Employees Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester, MA 01653
Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester, MA 01653
Allmerica Funds 440 Lincoln Street Investment Company
Worcester, MA 01653
Allmerica Institutional Services, 440 Lincoln Street Accounting, marketing
Inc. (formerly known as 440 Worcester, MA 01653 and shareholder services
Financial Group of Worcester, Inc.) for investment companies
Allmerica Investment 440 Lincoln Street Investment advisory
Management Company, Inc. Worcester, MA 01653 services
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail
Worcester, MA 01653 broker-dealer
Allamerica Investment Trust 440 Lincoln Street Investment Company
Worcester, MA 01653
Allmerica Property and 440 Lincoln Street Investment Company
Casualty Companies, Inc. Worcester, MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester, MA 01653
Allmerica Services, Inc. 440 Lincoln Street Service Company
Worcester, MA 01653
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national
Worcester, MA 01653 trust company
AMGRO, Inc. 472 Lincoln Street Premium financing
Worcester, MA 01653
APC Funding Corp. 440 Lincoln Street Special purpose funding vehicle
Worcester, MA 01653 for commercial paper
Beltsville Drive Properties 440 Lincoln Street Real estate partnership
Limited Partnership Worcester, MA 01653
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
Citizens Corporation 440 Lincoln Street Holding Company
Worcester, MA 01653
Citizens Insurance Company 645 West Grand River Multi-line fire & casualty
Howell, MI 48843 insurance
Citizens Insurance Company of 3950 Priority Way Multi-line fire & casualty
the Midwest South Drive, Suite 200 insurance
Indianapolis, IN 46280
Citizens Insurance Company of 8101 N. High Street Multi-line fire & casualty
Ohio P.O. Box 342250 insurance
Columbus, OH 43234
Citizens Management, Inc. 645 West Grand River Services Management
Howell, MI 48843 Company
Greendale Special Placements 440 Lincoln Street Massachusetts Grantor Trust
Fund Worcester, MA 01653
The Hanover American Insurance 100 North Parkway Multi-line fire & casualty
Company Worcester, MA 01653 insurance
The Hanover Insurance Company 100 North Parkway Multi-line fire & casualty
Worcester, MA 01605 insurance
Hanover Texas Insurance 801 East Campbell Road Incorporated Branch Office of
Management Company, Inc. Richardson, TX 75081 The Hanover Insurance Company
Attorney-in-fact for Hanover
Lloyd's Insurance Company
Hanover Lloyd's Insurance Company 801 East Campbell Road Multiline fire & casualty insurance
Richardson, TX 75081
Hollywood Center, Inc. 440 Lincoln Street General business corporation
Worcester, MA 01653
Linder Skokie Real Estate 440 Lincoln Street General business corporation
Corporation Worcester, MA 01653
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester, MA 01653 franchises
Logan Wells Water Company Inc. 603 Heron Drive Water Company, servicing
Bridgeport, NJ 08014 land development investment
Massachusetts Bay Insurance Company 100 North Parkway Multi-line fire and casualty
Worcester, MA 01653
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester, MA 01653
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
Allmerica Financial Life 440 Lincoln Street Life insurance, accident and
Insurance and Annuity Company Worcester, MA 01653 health insurance, annuities,
variable annuities and variable
life insurance
Somerset Square, Inc. 440 Lincoln Street General Business Corporation
Worcester, MA 01653
Sterling Risk Management 100 North Parkway Risk management services
Services, Inc. Worcester, MA 01605
</TABLE>
Item 27. Number of Contract owners.
As of December 31, 1995, there were ___ Contract holders of qualified
Contracts and ___ Contract holders of non-qualified contracts.
Item 28. Indemnification.
To the fullest extent permissible under Massachusetts General Laws, no director
shall be personally liable to the Company or any policyholder for monetary
damages for any breach of fiduciary duty as a director, notwithstanding any
provision of law to the contrary; provided, however, that this provision shall
not eliminate or limit the liability of a director:
1. for any breach of the director's duty of loyalty to the Company or its
policyholders;
2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;
3. for liability, if any, imposed on directors of mutual insurance companies
pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c.156B Section 62;
4. for any transactions from which the director derived an improper personal
benefit.
C-5
<PAGE>
Item 29. Principal Underwriters.
(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:
- VEL Account, VEL II Account, Inheiritage Account, Separate Accounts
VA-A, VA-B, VA-C, VA-G, VA-H, VA-K, VA-P and Allmerica Select Separate
Account of Allmerica Financial Life Insurance and Annuity Company
- VEL II Account, Inheiritage Account, Separate Account I and Separate
Account VA-K of First Allmerica
- 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
Edward T. Berger Vice President and Chief Compliance Officer
Philip J. Coffey Vice President
John F. Kelly Director
John F. O'Brien Director
Stephen Parker President 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 or on
behalf of the Company by the First Data Investor Services Group, 4400 Computer
Drive, Westborough, Massachusetts.
Item 31. Management Services.
Effective March 31, 1995, the Company has engaged The Shareholder Services
Group, Inc., 53 State Street, Boston, Massachusetts to provide 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.
C-6
<PAGE>
(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.
Item 33. Representations Concerning Withdrawal Restrictions on Section 403(b)
Plans and under the Texas Optional Retirement Program.
Registrant, a separate account of First Allmerica Financial Life Insurance
Company ("First Allmerica"), 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.
C-7
<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 Registration Statement pursuant to Rule
485(b) under the Securities Act 0f 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester and Commonwealth of Massachusetts on the
26th day of April, 1996.
First Allmerica Financial Life Insurance Company
Allmerica Select Separate Account
(Registrant)
By: /s/ Richard J. Baker
--------------------
Richard J. Baker
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the certified that is meets all of the
requirement for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has only caused this
Registration Statement to be signed on its behalf by the undersigned there to
only authrized, in the city of Wrocester and common common wealth of
Massachusetts on the 26th day of April, 1996.
Signature Title Date
- --------- ----- ----
/s/ John F. O'Brien Director, President and February 27, 1996
- ------------------- Chief Executive Officer
John F. O'Brien
/s/ Eric A. Simonsen Vice President and February 27, 1996
- -------------------- Chief Financial Officer
Eric A. Simonsen
/s/ Mark R. Colborn Vice President and February 27, 1996
- ------------------- Controller
Mark R. Colborn
Michael P. Angelini, Esq.
Mr. David A. Barrett
Ms. Gail L. Harrison
Mr. J. Terrence Murray
Mr. Guy W. Nichols A majority of the Directors
Dr. John L. Sprague
Robert G. Stachler, Esq.
Mr. Herbert M. Varnum
Richard Manning Wall, Esq.
Richard J. Baker, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named Directors of First Allmerica Life Insurance
Company pursuant to the Powers of Attorney duly executed by such persons and
attached as here Exhibit 15.
/s/ Richard J. Baker
- --------------------
Richard J. Baker
Attorney-In-Fact
<PAGE>
EXHIBIT TABLE
Exhibit 6(b) - Revised By-Laws
Exhibit 8(b) - Service Agreement with Fidelity
Exhibit 9 - Consent and Opinion of Counsel
Exhibit 10- Consent of Independent Accountants
Exhibit 15- Powers of Attorney
Exhibit 16- Consent of newly elected Directors
Exhibit 27- Financial Data Schedules
<PAGE>
REVISED BYLAWS
OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the
Articles of Organization. These Bylaws, the powers of the corporation and of
its Directors and stockholders, or of any class of stockholders if there
shall be more than one class of stock, and all matters concerning the conduct
and regulation of the business and affairs of the corporation shall be
subject to such provisions in regard thereto, if any, as are set forth in the
Articles of Organization as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. ANNUAL MEETING. The annual meeting of stockholders shall be held at
10:00 A.M. on the third Tuesday in March, if not a legal holiday, and if a
legal holiday, then on the next business day, at the principal offices of the
corporation in Massachusetts, or at such other time and place as may be
determined from time to time by the Board of Directors. In the event an
Annual Meeting has not been held on the date fixed by these Bylaws or
established by the Board of Directors, a special meeting in lieu of the
Annual Meeting may be held with all the force and effect of an Annual
Meeting. The purposes for which an annual meeting is to be held, in addition
to those prescribed by law or by the Articles of Organization, may be
specified by the President or by the Directors.
2.2. SPECIAL MEETINGS. A special meeting of the stockholders may be called
at any time by the President or by the Directors. Each call of a meeting
shall state the place, date, hour and purposes of the meeting.
2.3. NOTICE OF MEETINGS. A written notice of each meeting of stockholders,
stating the place, date and hour and the purposes of the meeting, shall be
given at least seven days before the meeting to each stockholder entitled to
vote at the meeting and to each stockholder who, by law, by the Articles of
Organization or by these Bylaws, is entitled to notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing
it, postage prepaid, addressed to such stockholder at his address as it
appears in the records of the corporation. Such notice shall be given by the
Secretary or an Assistant Secretary or by an officer designated by the
Directors. Whenever notice of a meeting is required to be given to a
stockholder under any provision of the Business Corporation or Insurance Law
of the Commonwealth of Massachusetts or of the Articles of Organization or
these Bylaws, a written waiver thereof, executed before or after the meeting
by such stockholder or his attorney thereunto authorized and filed with the
records of the meeting, or the execution by the
<PAGE>
stockholder of a written consent, shall be deemed equivalent to such notice.
Attendance at any meeting in person or by proxy without protesting prior
thereto or at its commencement shall constitute waiver of notice, and in such
case written waiver of notice need not be executed.
2.4. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders, a quorum
as to any matter shall consist of a majority of the votes entitled to be cast
on the matter, except when a larger quorum is required by law, by the
Articles of Organization or by these Bylaws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
2.5. ACTION BY VOTE. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such
office, and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law or by the Articles of Organization. Stockholders
entitled to vote shall have one vote for each share of stock entitled to vote
held by them of record according to the records of the corporation, unless
otherwise provided by Articles of Organization. No ballot shall be required
for any election unless requested by a stockholder present or represented at
the meeting and entitled to vote in the election.
2.6. ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing
and the written consents are filed with the records of the meetings of
stockholders. Such consents shall be treated for all purposes as a vote at a
meeting.
2.7. PROXIES. To the extent permitted by law, stockholders entitled to vote
may vote either in person or by proxy. Except to the extent permitted by
law, no proxy dated more than six months before the meeting named therein
shall be valid. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. NUMBER. The number of Directors shall be not less than seven nor more
than fifteen. Within these limits, the number of Directors shall be
determined from time to time by resolution of the stockholders or the Board
of Directors. The number of Directors may be increased at any time or from
time to time either
2
<PAGE>
by the stockholders or by the Directors by vote of majority of the Directors
then in office. The number of Directors may be decreased to any number
permitted by law at any time or from time to time either by the stockholders
or by the Directors by a vote of a majority of Directors then in office. No
Director need be a stockholder.
3.2. TENURE. Except as otherwise provided by law or by the Articles of
Organization, each Director shall hold office until the next annual meeting
of the stockholders and until his successor is duly elected and qualified, or
until he sooner dies, resigns, is removed or becomes disqualified.
Notwithstanding the term of office to which a Director may be elected, such
term shall be subject to reduction by the retirement policy adopted from time
to time by the Board of Directors. Any vacancy in the Board of Directors
between annual meetings of stockholders, including a vacancy resulting from
the enlargement of the Board, may be filled by the Directors by vote of a
majority of the Directors then in office.
3.3. POWERS. Except as reserved to the stockholders by law or by the
Articles of Organization, the business of the corporation shall be managed by
the Directors who shall have and may exercise all the powers of the
corporation. In particular, and without limiting the generality of the
foregoing, the Directors may at any time and from time to time issue all or
any part of the unissued capital stock of the corporation authorized under
the Articles of Organization and may determine, subject to any requirements
of law, the consideration for which stock is to be issued and the manner of
allocating such consideration between capital and surplus.
3.4. COMMITTEES. The Directors may, by vote of a majority of the Directors
then in office, elect from their number an executive committee and other
committees and delegate to any such committee or committees some or all of
the powers of the Directors except those which by law, by the Articles of
Organization or by these Bylaws they are prohibited from delegating. Except
as the Directors may otherwise determine, any such committee may make rules
for the conduct of its business.
3.5. REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places and at such times as the Directors may
from time to time determine, provided that reasonable notice of the first
regular meeting following any such determination shall be given to absent
Directors. A regular meeting of the Directors may be held without call or
notice immediately after and at the same place as the annual meeting of the
stockholders.
3.6. SPECIAL MEETINGS. Special meetings of the Directors may be held at any
time and at any place designated in the call of the meeting. Notice shall
be sent to a Director by mail at least forty-eight hours or by telegram
or other forms of
3
<PAGE>
telecommunication at least twenty-four hours before the meeting, addressed to
the Director at the Director's usual or last known business or residence
address, or by person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any Director if a written
waiver of notice, executed by the Director before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting unless attendance is for the purpose of objecting to the transaction
of business. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
3.7. QUORUM. At any meeting of the Directors a majority of the Directors
then in office shall constitute a quorum; provided, however, that at least
five directors must be present to constitute a quorum. Any meeting may be
adjourned by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, a majority of the Directors
present may take any action, except when a larger vote is required by law or
by the Articles of Organization.
3.8. ACTION BY CONSENT. Unless the Articles of Organization otherwise
provide, any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all the Directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the Directors. Such consents shall be treated for all purposes
as a vote taken at a meeting.
3.9. PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Unless otherwise provided
by law or the Articles of Organization, members of the Board of Directors may
participate in a meeting of such Board by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time and participation by such
means shall constitute presence in person at a meeting.
Section 4. OFFICERS AND AGENTS
4.1. ENUMERATION; QUALIFICATION. The officers of the corporation shall
consist of a Chairman of the Board (if such officer be deemed desirable), a
President, Vice-Presidents (including such Executive Vice Presidents, Senior
Vice-Presidents, Vice Presidents, Second Vice Presidents, and Assistant Vice
Presidents as the Directors may elect), a Treasurer, a Secretary, Assistant
Secretaries and Assistant Treasurers, and such other officers as the
Directors may from time to time in their discretion elect or appoint. The
corporation may also have such agents, if any, as the Directors may from time
to time in their discretion appoint. Any officer may be, but none need be, a
Director or stockholder. Any two or more
4
<PAGE>
offices may be held by the same person; provided, however, that the same
person shall not serve as President and as Secretary of the corporation. Any
officer may be required by the Directors to give bond for the faithful
performance of such officer's duties to the corporation in such amount and
with such sureties as the Directors may determine.
4.2. ELECTION AND TENURE. Officers may be elected by the Board of Directors
at the regular meeting following the annual stockholders meeting, or at any
Directors meeting. All officers shall hold office until the next regular
election of officers following the annual stockholders meeting, and until
their successors are elected and qualified, or in each case until such
officer sooner dies, resigns, is removed or becomes disqualified. The
Directors may in their discretion at any time remove any officer. Vacancies
in any office may be filled by the Directors.
4.3 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Directors is
elected, the Chairman of the Board shall have the duties and powers specified
in these Bylaws and shall have such other duties and powers as may be
determined by the Directors. Unless the Board of Directors otherwise
specifies, the Chairman of the Board shall preside, or designate the person
who shall preside, at all meetings of the stockholders and of the Board of
Directors.
4.4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall be the Chairman of the Board, if any, the President, or
such other officer as may be designated by the Directors and shall, subject
to the control of the Directors, have general charge and supervision of the
business of the corporation. If no such designation is made, the President
shall be the Chief Executive Officer. If there is no Chairman of the Board,
the Chief Executive Officer shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the Board of Directors,
unless the Board of Directors otherwise specifies.
4.5 PRESIDENT AND VICE PRESIDENTS. The President and Vice Presidents
(including Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Second Vice Presidents, and Assistant Vice-Presidents, if any)
shall have the duties and powers specified in these Bylaws and such
additional duties and powers as shall be designated from time to time by the
Directors.
4.6. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall be in charge
of the funds, securities and valuable papers of the corporation, shall
collect all proceeds from investments which the corporation's records
establish to be due, shall have the duties and powers specified in these
Bylaws, and shall have such additional duties and powers as may be designated
from time to time by the Directors.
The Treasurer or an Assistant Treasurer shall have authority to
5
<PAGE>
transfer securities; to execute releases, extensions, partial releases, and
assignments without recourse of mortgages; to execute deeds and other
instruments or documents on behalf of the Corporation, and whenever necessary
to affix the seal of the Corporation to the same; and shall have power to
vote, on behalf of the Corporation, in any case where the Corporation, as
holder of any security, is entitled to vote.
If the Treasurer is absent or unable to discharge the duties of office, an
Assistant Treasurer may act. Any Assistant Treasurers shall have such
additional duties and powers as shall be designated from time to time by the
Directors.
4.7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall keep a record
of the meetings of the corporation, the proceedings of the Board of
Directors, and any Committees of the Board. The Secretary shall keep such
other records as may be required by the Board. The Secretary shall have
custody of the seal of the corporation and the Secretary or an Assistant
Secretary may, whenever required, affix the seal of the corporation to legal
documents and when affixed, may attest such documents. The Secretary shall
perform all acts usually incident to the office of secretary, and such other
duties as are assigned by the Chief Executive Officer or the Board of
Directors.
If the Secretary is absent or unable to discharge the duties of office, an
Assistant Secretary may act. Any Assistant Secretaries shall have such
additional duties and powers as shall be designated from time to time by the
Directors.
4.8. OTHER POWERS. The Chief Executive Officer, Chairman of the Board,
President or any Vice Presidents (including any Executive Vice President,
Senior Vice President, Second Vice President or Assistant Vice President),
and such other employees of the Corporation specifically authorized by the
Chief Executive Officer shall have authority to transfer securities, to
execute releases, extensions, partial releases, and assignments without
recourse of mortgages, and to execute deeds and other instruments or
documents on behalf of the Corporation, and whenever necessary to affix the
seal of the Corporation to the same. The Chief Executive Officer, Chairman
of the Board, the President, any Vice President (including any Executive Vice
President, Senior Vice President, Vice President, Second Vice President, or
Assistant Vice President,) or the Treasurer may, whenever necessary, delegate
authority to perform any of the acts referred to in this paragraph to any
person pursuant to a special power of attorney.
Officers shall have, in addition to the duties and powers herein set forth,
such duties and powers as are commonly incident to their respective offices
and such duties and powers as the Directors may lawfully designate.
6
<PAGE>
Section 5. RESIGNATIONS AND REMOVALS
5.1. RESIGNATIONS. Any Director or officer may resign at any time by
delivering his resignation in writing to the Chairman of the Board, if any,
the President, or the Secretary. In addition, a Director may resign by
delivering his resignation in writing to a meeting of the Directors. Such
resignation shall be effective upon receipt unless specified to be effective
at some other time.
5.2 REMOVALS. A Director may be removed from office (a) with or without
cause by the vote of the holders of a majority of the shares issued and
outstanding and entitled to vote in the election of Directors, provided that
the Directors of a class elected by a particular class of stockholders may be
removed only by the vote of the holders of a majority of the shares of such
class, or (b) with cause by the vote of a majority of the Directors then in
office. A Director may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him. The
Directors may remove any officer elected by them with or without cause by the
vote of a majority of the Directors then in office. No Director or officer
removed shall have any right to any compensation as Director or officer for
any period following removal, or any right to damages on account of such
removal, unless the body acting on the removal shall in their or its
discretion provide for compensation.
Section 6. CAPITAL STOCK
6.1. NUMBER AND PAR VALUE. The total number of shares and the par value, if
any, of each class of stock which the corporation is authorized to issue
shall be as stated in the Articles of Organization.
6.2. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. The
Board of Directors may provide by resolution that some or all of any or all
classes and series of shares shall be uncertificated shares. Unless such
resolution has been adopted, a stockholder shall be entitled to a certificate
stating the number and the class and the designation of the series, if any,
of the shares held by him, in such form as shall, in conformity to law, be
prescribed from time to time by the Directors. Such certificate shall be
signed by the Chairman of the Board, if any, the President or a Vice
President (including any Executive Vice President, Senior Vice President,
Vice President, Second Vice President, or Assistant Vice President) and by
the Treasurer or an Assistant Treasurer. Such signatures may be facsimiles
if the certificate is signed by a transfer agent, or by a registrar, other
than a Director, officer or employee of the corporation. In case any officer
who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as
7
<PAGE>
if he were such officer at the time of its issue.
6.3. LOSS OF CERTIFICATES. In the case of the alleged loss or destruction
or the mutilation of a certificate of stock, a duplicate certificate may be
issued in place thereof, provided that such lost , destroyed, or mutilated
certificate is first canceled on the books of the corporation, and upon such
other conditions as the Directors may prescribe.
Section 7. TRANSFER OF SHARES OF STOCK
7.1. TRANSFER ON BOOKS. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its transfer
agent of the certificate therefor, properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature
as the Directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the Articles or
Organization or by these By-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock
for all purposes, including the payment of dividends and the right to receive
notice and to vote with respect thereto, regardless of any transfer, pledge
or other disposition of such stock until the shares have been transferred on
the books of the corporation in accordance with the requirements of these
Bylaws.
It shall be the duty of each stockholder to notify the corporation of his
post office address.
7.2. RECORD DATE AND CLOSING TRANSFER BOOKS. The Directors may fix in
advance a time, which shall not be more than sixty days before the date of
any meeting of stockholders or the date for the payment of any dividend or
making of any distribution to stockholders, as the record date for
determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such
dividend, and in such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of
the corporation after the record date; or without fixing such record date the
Directors may for any of such purposes close the transfer books for all or
any part of such period. If no record date is fixed and the transfer books
are not closed:
(a) The record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the date next preceding the day on which notice is given.
8
<PAGE>
(b) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
acts with respect thereto.
Section 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the fullest extent legally permissible, indemnify
and save harmless each present and former Director, officer, and Home Office
employee against all liabilities and reasonable expenses imposed upon or
incurred by any such person as a result of a final judgment in, or as a
result of a judicially approved settlement of, any action, suit or proceeding
brought by reason of being or having been a Director, officer or Home Office
employee of the corporation or a Director, officer, trustee, employee or
fiduciary of any other corporation, trust, partnership, association or other
entity, or by reason of serving or having served as a fiduciary or in any
other capacity with respect to any employee benefit plan, at the request of
the corporation.
To the fullest extent legally permissible, the Directors may authorize the
corporation to indemnify and save harmless any person for which
indemnification is provided in these Bylaws or in their discretion any other
person acting on behalf of the corporation, in connection with the defense or
disposition of any claim, action, suit or other proceeding in which such
person may be involved or may be threatened because of any action or omission
or alleged action or omission (including those antedating the adoption of
these Bylaws), whether or not the actual or threatened claim, action, suit or
proceeding has resulted in a final judgment or in a judicially approved
settlement. The corporation may, in advance of final disposition of any
such claim, action, suit or proceeding, pay incurred expenses upon receipt of
an undertaking by the person indemnified to repay such payment if it is
determined that indemnification is not authorized under this section, which
undertaking may be accepted without reference to the financial ability of
such person to make repayment. The Directors shall have the power to
authorize that insurance be purchased and maintained against any of the
foregoing liabilities and expenses on behalf of any or all of the foregoing
persons, whether or not the corporation would have the power to indemnify
them against such liabilities and expenses.
Notwithstanding the foregoing, no indemnification shall be provided for any
person with respect to:
(a) any matter as to which such person shall have been adjudicated not to
have acted in good faith in the reasonable belief that the action was in
the best interests of the corporation or, to the extent such matter relates
to service with respect to an employee benefit plan, in the best interests
of the participants or beneficiaries of such employee benefit plan;
9
<PAGE>
(b) any matter as to which such person shall agree or be ordered by any
court of competent jurisdiction to make payment to the corporation;
(c) any matter as to which the corporation shall be prohibited by law or by
order of any court of competent jurisdiction from providing
indemnification; or
(d) any matter as to which such person shall have been determined by a
majority of the Board of Directors not to be entitled to indemnification
under this section, provided that there has been obtained an opinion in
writing of legal counsel to the effect that, with respect to the matter in
questions, such person had not acted in good faith in the reasonable belief
that the action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
No matter disposed of by settlement, compromise, the entry of a consent
decree or the entry of any plea in a criminal proceeding, shall of itself be
deemed an adjudication of not having acted in the reasonable belief that the
action taken or omitted was in the best interest of the corporation.
As used in this section, the terms "Director," "officer," and "Home Office
employee" includes the person's heirs, executors and administrators. "Home
Office employee" means any employee of the corporation, other than an
employee within the class of employees eligible to participate in a qualified
retirement plan maintained by the corporation for its individual insurance
sales force, including, but not limited, to career agents, field associate
middle managers and general agents. "Expenses" include but are not limited
to amounts paid in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees.
The rights of indemnification contained in this section shall not be
exclusive of or affect any other rights to which any Director, officer, or
Home Office employee may be entitled by contract or otherwise under law.
10
<PAGE>
Section 9. CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the Directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its organization, cut or
engraved thereon.
Section 10. FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
Section 11. AMENDMENTS
These Bylaws may be altered, amended or repealed at any annual or special
meeting of the stockholders or by vote of a majority of the Directors then in
office, except that the Directors shall not take any action which provides for
indemnification of Directors nor any action to amend this Section 11.
11
<PAGE>
SERVICE AGREEMENT
This Agreement is entered into and effective as of the 1st day of November,
1995, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY
("FIIOC") and ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
("Company").
WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
(collectively "Funds"); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquiries about the funds, including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and
WHEREAS, Company holds shares of the Funds in order to fund certain
variable annuity contracts, group annuity contracts, and/or variable life
insurance policies, the beneficial interests in which are held by individuals,
plan trustees, or others who look to Company to provide information about the
Funds similar to the information provided by FIIOC; and
WHEREAS, the Company and one or both of the Funds have entered into one or
more Participation Agreements, under which the Company agrees not to provide
information about the Funds except for information provided by the Funds or
their designees; and
WHEREAS, FIIOC and Company desire that Company be able to respond to
inquiries about the Funds from individual variable annuity owners, participants
in group annuity contracts issued by the Company, and owners and participants
under variable life insurance policies issued by the Company, and prospective
customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Company's efforts in responding
to customer inquiries will reduce the burden that such inquiries would place on
FIIOC should such inquiries be directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. INFORMATION TO BE PROVIDED TO COMPANY. FIIOC agrees to provide to
Company, on a periodic basis, directly or through a designee, information about
the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or
content of such informational reports, and the frequency with which such
information is provided. For purposes of Section 4.2 of each of the Company's
Participation Agreement(s) with the Funds, FIIOC represents that it is the
designee of the Funds, and Company may therefore use the information provided by
FIIOC without seeking additional permission from the Funds.
2. USE OF INFORMATION BY COMPANY. Company may use the information
provided by FIIOC in communications to individuals, plan trustees, or others who
have legal title or beneficial interest in the annuity or life insurance
products issued by Company, and to prospective purchasers of such products or
beneficial interests thereunder. If such information is contained as part of
larger pieces of sales literature, advertising, etc., such pieces shall be
furnished for review to the Funds in accordance with the terms of the Company's
Participation Agreements with the Funds. Nothing herein shall give the Company
the right to expand upon, reformat or otherwise alter the information provided
by FIIOC. Company acknowledges that the information provided it by FIIOC may
need to be supplemented with additional qualifying information, regulatory
disclaimers, or other information before it may be conveyed to persons outside
the Company.
1
<PAGE>
3. COMPENSATION TO COMPANY. In recognition of the fact that Company will
respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to
pay Company a quarterly fee computed as follows:
At the close of each calendar quarter, FIIOC will determine the Average
Daily Assets held in the Funds by the Company. Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter. The Average Daily Assets shall be
multiplied by 0.0002 (2 basis points) and that sum shall be divided by four.
The resulting number shall be the quarterly fee for that quarter, which shall be
paid to Company during the following month.
Should the Participation Agreement(s) between Company and the Fund(s) be
terminated effective before the last day of a quarter, Company shall be
entitled to a fee for that portion of the quarter during which the
Participation Agreement was still in effect, unless such termination is due to
misconduct on the part of the Company. For such a stub quarter, Average Daily
Assets shall be the sum of the daily assets for each calendar day in the quarter
through and including the date of termination of the Participation Agreement(s),
divided by the number of calendar days in that quarter for which the
Participation Agreement was in effect. Such Average Daily Assets shall be
multiplied by 0.0002 (2 basis points) and that number shall be multiplied by
the number of days in such quarter that the Participation Agreement was in
effect, then divided by three hundred sixty-five. The resulting number shall be
the quarterly fee for the stub quarter, which shall be paid to Company during
the following month.
4. TERMINATION. This Agreement may be terminated by Company at any time
upon written notice to FIIOC. FIIOC may terminate this Agreement at any time
upon ninety (90) days' written notice to Company. FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s) Board
of Trustees, or (3) if Company engages in any material breach of this Agreement.
This Agreement shall terminate immediately and automatically upon the
termination of Company's Participation Agreement(s) with the Funds, and in such
event no notice need be given hereunder.
5. INDEMNIFICATION. Company agrees to indemnify and hold harmless FIIOC
for any misuse by Company, its affiliates, its agents, its brokers, and any
persons controlling Company, under common control with Company, or controlled by
Company, of the information provided by FIIOC under this Agreement.
6. APPLICABLE LAW. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
7. ASSIGNMENT. This Agreement may not be assigned, except that it shall
be assigned automatically to any successor to FIIOC as the Funds' transfer
agent, and any such successor shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY
By: /s/ Virginia Meany
-------------------------
Virginia Meany
Senior Vice President
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Richard M. Reilly
-------------------------
Name: Richard M. Reilly
-------------------------
Title: President
-------------------------
2
<PAGE>
EXHIBIT 9
First Allmerica Financial Life Insurance Company
April 21, 1996
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
Gentlemen:
In my capacity as Counsel of State Mutual Life Assurance Company of America
(the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Allmerica Select
Separate Account on Form N-4 under the Securities Act of 1933 and the
Investment Company Act of 1940, with respect to the Company's group and
individual variable annuity contracts.
I am of the following opinion:
1. Allmerica Select Separate Account is a separate account of the Company
validly existing pursuant to the Massachusetts Insurance Code and the
regulations issued thereunder.
2. The assets held in Allmerica Select Separate Account are not chargeable
with liabilities arising out of any other business the Company may
conduct.
3. The group and individual variable annuity 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
this Post-Effective Amendment to the Registration Statement of Allmerica
Select Separate Account filed under the Securities Act of 1933.
Very truly yours,
/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
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. 4 to the Registration
Statement on Form N-4 of our report dated February 5, 1996, relating to the
consolidated financial statements of First Allmerica Financial Life Insurance
Company and our report dated February 23, 1996, relating to the financial
statements of Allmerica Select Separate Account of First Allmerica Finanical
Life Insurance Company, both of which appear in such Statement of Additional
Information. We also consent to the reference to us under the heading
"Experts" in such Statement of Additional Information.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
April 25, 1996
<PAGE>
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute and appoint John F.
O'Brien, Richard J. Baker and Joseph W. MacDougall, Jr., 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 (including post-effective amendments) to be filed, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, 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 and
common seal on the date set forth below, which signatures may be signed in
counterpart.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien President, Chief Executive February 27, 1996
- ------------------- Officer, and Director
John F. O'Brien
/s/ Michael P. Angelini Director February 27, 1996
- -----------------------
Michael P. Angelini
/s/ David A. Barrett Director February 27, 1996
- --------------------
David A. Barrett
/s/ Gail L. Harrison Director February 27, 1996
- --------------------
Gail L. Harrison
/s/ J. Terrence Murray Director February 27, 1996
- ----------------------
J. Terrence Murray
/s/ Guy W. Nichols Director February 27, 1996
- ------------------
Guy W. Nichols
/s/ John L. Sprague Director February 27, 1996
- -------------------
John L. Sprague
/s/ Robert G. Stachler Director February 27, 1996
- ----------------------
Robert G. Stachler
/s/ Herbert M. Varnum Director February 27, 1996
- ---------------------
Herbert M. Varnum
/s/ Richard M. Wall Director February 27, 1996
- -------------------
Richard M. Wall
</TABLE>
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Consent of Newly Elected Director
Having been duly elected as a Director of First Allmerica Financial Life
Insurance Company ("Company"), effective April 30, 1996, each of the
undersigned hereby consents to being named as a Director of the Company in such
post-effective amendments to Registration Statements for the Company's variable
annuity and variable life contracts as will be filed with the Securities and
Exchange Commission on or before April 30, 1996, with an effective date on or
after April 30, 1996, pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940.
Signed this 25th day of April, 1996
/s/ Bruce C. Anderson /s/ Theodore J. Rupley
- ----------------------------------- -----------------------------------
Bruce C. Anderson Theodore J. Rupley
/s/ Kruno Huitzingh /s/ Phillip E. Soule
- ----------------------------------- -----------------------------------
Kruno Huitzingh Phillip E. Soule
/s/ John F. Kelly /s/ Eric A. Simonsen
- ----------------------------------- -----------------------------------
John F. Kelly Eric Simonsen
/s/ Richard M. Reilly /s/ Diane E. Wood
- ----------------------------------- -----------------------------------
Richard M. Reilly Diane E. Wood
/s/ Larry C. Renfro
- -----------------------------------
Larry C. Renfro
<TABLE> <S> <C>
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