<PAGE>
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. 8
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 9
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)
Abigail M. Armstrong, Secretary and Counsel
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)
___ on ( ) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
_X_ on February 1, 1998 pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(2) of Rule 485
___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
VARIABLE ANNUITY 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, 1996 was filed on February 27, 1997.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
1...................Cover Page
2...................Special Terms
3...................Summary; Annual and Transaction Expenses
4...................Condensed Financial Information; Performance Information
5...................Description of First Allmerica, the Variable Account, the
Trust, Fidelity VIP and T. Rowe Price.
6...................Charges and Deductions
7...................Description of the Contract
8...................Electing the Form of Annuity and the Annuity Date;
Description of Variable Annuity Option; Annuity Benefit
Payments
9...................Death Benefit
10..................Payments; Computation of Values; Distribution
11..................Surrender; Withdrawals; Charge For Surrender and
Withdrawal; Withdrawal Without Surrender Charge; Texas
Optional Retirement Program
12..................Federal Tax Considerations
13..................Legal Matters
14..................Statement of Additional Information-Table of Contents
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
15..................Cover Page
16..................Table of Contents
17..................General Information and History
18..................Services
19..................Underwriters
20..................Underwriters
21..................Performance Information
<PAGE>
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION (CONT'D)
22..................Annuity Payments
23..................Financial Statements
<PAGE>
This Post-effective Amendment No. 8 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the prospectus and Statement
of Additional Information of Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company dated May 1, 1997 and to generally
update corporate information for the Company and the Registrant in Part C.
All other pertinent information regarding this Registration Statement,
including the prospectus and Statement of Additional Information as filed in
Registrant's Post-effective Amendment No. 7 on April 30, 1997, including any
current supplements, is incorporated by reference herein.
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
------------------------------------------------
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997
***
Effective February 1, 1998, one additional Sub-Account will be available
under the Contract. The Sub-Account will invest exclusively in shares of
the Select Value Opportunity Fund (formerly the Small-Mid Cap Value Fund) of
the Allmerica Investment Trust. As such, the following information
supplements the corresponding sections of the Prospectus. Please consult
the Prospectus for the full text of each supplemented section.
Under "4. INVESTMENT OPTIONS" on page P-2 of the Profile, the listing of
funds is revised as follows:
<TABLE>
<CAPTION>
Fund Investment Adviser
---- --------------------
<S> <C> <C>
International Funds Select International Equity Fund Bank of Ireland Asset
Management Limited
T. Rowe Price International Stock Rowe Price-Fleming
Portfolio International, Inc.
Aggressive Growth Funds Select Aggressive Growth Fund Nicholas-Applegate Capital
Management, L.P.
Select Capital Appreciation Fund Janus Capital Corporation
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Growth Funds Select Growth Fund Putnam Investment Management, Inc.
Fidelity VIP Growth Portfolio Fidelity Management and Research
Company
Growth and Income Select Growth and Income Fund John A. Levin & Co., Inc.
Funds Fidelity VIP Equity-Income Portfolio Fidelity Management and Research
Company
High Income Fund Fidelity VIP High Income Portfolio Fidelity Management and Research
Company
Income Fund Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Money Market Fund Allmerica Asset Management, Inc.
</TABLE>
Under "5. EXPENSES" in the Profile, the following is inserted into the table
on page P-3:
1
<PAGE>
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
END OF
-------
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL (1) (2)
PORTFOLIO INSURANCE CHARGES FUND EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ----------------- ------------- ------------ ------ ---------
<S> <C> <C> <C> <C> <C>
Select Value Opportunity 1.44% 0.97% 2.41% $84 $271
Fund
</TABLE>
The following is added to the list under the second paragraph of page 1 of the
Prospectus:
FUND INVESTMENT ADVISER
---- -------------------
SELECT VALUE OPPORTUNITY FUND CRAMER ROSENTHAL MCGLYNN, LLC
The definition of "UNDERLYING FUNDS (OR FUNDS)" on page 4 of the Prospectus
is revised to add "Select Value Opportunity Fund" as the sixth Fund.
The number "eleven" is changed to "twelve" in the first and second sentence
under "WHAT ARE MY INVESTMENT CHOICES?" on page 7 of the Prospectus and the
following is added as the sixth Fund in the second sentence:
- Select Value Opportunity Fund
Managed by Cramer Rosenthal McGlynn, LLC
The second paragraph under "WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS AND
HOW ARE THEY SELECTED?" on page 8 of the Prospectus is amended to read in
its entirety as follows:
Allmerica Investment Management Company, Inc. ("Manager"), an
affiliate of the Company is the investment manager of the Trust.
In addition, Rogers, Casey Sponsor Services, Inc., a wholly owned
subsidiary of RogersCasey, provides asset allocation
recommendations that may be utilized at no cost by registered
representatives who are assisting clients in developing diversified
portfolios. The Manager has entered into agreements with
investment advisers ("Sub-Advisers") selected by the Manager and
Trustees in consultation with RogersCasey. The Sub-Advisers (other
than Allmerica Asset Management, Inc.) are not affiliated with the
Company or the Trust.
The following is added to the list in the fifth paragraph under "WHO ARE THE
INVESTMENT ADVISERS OF THE FUNDS AND HOW ARE THEY SELECTED?"
SELECT VALUE OPPORTUNITY FUND CRAMER ROSENTHAL MCGLYNN, LLC
The following fee and expense information on the Select Value Opportunity
Fund is added to the Fund Expenses table on page 11 of the Prospectus:
<TABLE>
<CAPTION>
OTHER FUND
MANAGEMENT EXPENSES (AFTER ANY TOTAL FUND
FEE APPLICABLE REIMBURSEMENTS) EXPENSES
----------- --------------------------- ----------
<S> <C> <C> <C>
Select Value Opportunity Fund ** 0.85% 0.12%** 0.97%
</TABLE>
2
<PAGE>
** The Select Value Opportunity Fund was formerly known as the "Small-Mid
Cap Value Fund." Expenses shown here are the 1996 annualized expenses of
the former Small-Mid Cap Value Fund. Under the Management Agreement with
Allmerica Investment Trust, Allmerica Investment Management Company, Inc. has
declared a voluntary expense limitation of 1.25% of average daily net assets
and has agreed to limit management fees to an annual rate of 0.90% of average
daily net assets. These limitations may be terminated at any time.
The following cumulative expense information is added to Examples 1 and 2 on
pages 12 and 13 of the Prospectus:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
(1)
Select Value Opportunity Fund $84 $123 $157 $271
(2)
Select Value Opportunity Fund $24 $ 74 $127 $271
</TABLE>
"TABLE 1 AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1996
(ASSUMING COMPLETE WITHDRAWALS OF THE INVESTMENT)" and "TABLE 2 AVERAGE
ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1996 (ASSUMING NO
WITHDRAWAL OF THE INVESTMENT)" are revised to add information regarding the
Select Value Opportunity Fund, formerly the Small-Mid Cap Value Fund, whose
inception date was 4/30/93:
(TABLE 1)
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF UNDERLYING FUND 12/31/96 3 YEARS 5 YEARS INCEPTION*
- ----------------------- -------- ------- ------- -----------
Select Value Opportunity Fund 20.19% 9.27% N/A 12.42%
(TABLE 2)
FOR YEAR 10 YEARS OR
ENDED SINCE
NAME OF UNDERLYING FUND 12/31/96 3 YEARS 5 YEARS INCEPTION*
- ----------------------- -------- ------- ------- -----------
Select Value Opportunity Fund 26.73% 10.65% N/A 13.25%
The following summary of investment objectives and policies is added as the
sixth summary under "INVESTMENT OBJECTIVES AND POLICIES" beginning on page 18
of the Prospectus:
SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital
by investing primarily in a diversified portfolio of common stocks
of small and mid-size companies, whose securities at the time of
purchase are considered by the Sub-Adviser to be undervalued. The
Sub-Adviser is Cramer Rosenthal McGlynn, LLC.
The following information is added as the second to the last sentence in the
last paragraph under "INVESTMENT ADVISORY SERVICES" on page 19 of the
Prospectus:
The Manager's fee for the Select Value Opportunity Fund, computed
daily at an annual rate based on the average daily net assets
of the Fund, will be 1.00% for net
3
<PAGE>
assets up to $100,000,000; 0.85% on the next $150,000,000; 0.80% on
the next $250,000,000; 0.75% on the next $250,000,000 and 0.70% on
the remainder.
The following information is added to the Sub-Adviser fee table on page 20 of
the Prospectus:
<TABLE>
<CAPTION>
FUND SUB-ADVISER NET ASSET VALUE RATE
---- ----------- --------------- ----
<S> <C> <C> <C>
Select Value Opportunity Cramer Rosenthal McGlynn, LLC First $100 million 0.60%
Next $150 million 0.50%
Next $250 million 0.40%
Next $250 million 0.375%
Over $750 million 0.35%
</TABLE>
The following is added to the Allmerica Select Resource I expense tables in
paragraph 7 of Appendix C:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ---------
(a)
Select Value Opportunity Fund $84 $124 $158 $272
(b)
Select Value Opportunity Fund $24 $ 75 $128 $272
***
The following paragraph is added at the end of "D. TRANSFER PRIVILEGE" on
page 22 and 23 of the Prospectus:
ASSET ALLOCATION MODEL REALLOCATIONS - If an Owner elects to follow
an asset allocation strategy, the Owner may preauthorize transfers
in accordance with the chosen strategy. The Company may provide
administrative or other support services to independent third
parties who provide recommendations as to such allocation
strategies. However, the Company does not engage any third parties
to offer investment allocation services of any type under this
Contract, does not endorse or review any investment allocation
recommendations made by such third parties and is not responsible
for the investment allocations and transfers transacted on the
Owner's behalf. The Company does not charge for providing
additional asset allocation support services. Additional
information concerning asset allocation programs for which the
Company is currently providing support services may be obtained
from a registered representative or the Company. These services
may not be available in all states.
Supplement Dated February 1, 1998
4
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
-------------------------------------------------
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1997
***
The third and fourth paragraphs of page 2 under "GENERAL INFORMATION AND
HISTORY" are revised in their entirety to read as follows:
Currently, 12 Sub-Accounts of the Variable Account are available under
the Contract. Each Sub-Account invests in a corresponding investment
portfolio of Allmerica Investment Trust ("Trust"), Variable Insurance
Products Fund ("Fidelity VIP") or T. Rowe Price International Series,
Inc. ("T. Rowe Price").
The Trust, Fidelity VIP and T. Rowe Price are open-end, diversified
management investment companies. Eight different funds of the Trust
are available under the Contract: Select International Equity Fund,
Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Select Value Opportunity Fund, Select Growth Fund, Select Growth and
Income Fund, Select Income Fund and Money Market Fund. Three of the
portfolios of Fidelity VIP are available under the Contract: Fidelity
VIP High Income Portfolio, Fidelity VIP Equity-Income Portfolio and
Fidelity VIP Growth Portfolio. One portfolio of T. Rowe Price is
available under the Contract: the T. Rowe Price International Stock
Portfolio. Each Fund, Portfolio and Series available under the
Contract (together, the "Underlying Funds") has its own investment
objectives and certain attendant risks.
Footnote 23 under "Notes to Financial Statements" on page F-37 is deleted and
replaced in its entirety with the following:
23. SUBSEQUENT EVENTS (UNAUDITED)
On April 14, 1997, the Company entered into an agreement in principle
to transfer the Company's individual disability income business under
a 100% coinsurance agreement to Metropolitan Life Insurance Company.
The coinsurance agreement became effective October 1, 1997. The
transaction has resulted in the recognition of a $53.9 million pre-tax
loss in the first quarter of 1997.
On July 16, 1997, Allmerica Financial Corporation ("AFC") announced
the closing of the merger ("Merger") of Allmerica P&C and AFC.
Through the transaction, AFC acquired the approximately 24.2 million
shares of Allmerica P&C that it did not already own ,indirectly
through FAFLIC, for approximately $426 million in cash and 9.7 million
shares of AFC common stock. On July 15, 1997, the Certificate of
Incorporation of Allmerica P&C
<PAGE>
was amended and restated to authorize a Class B Common Stock of
Allmerica P&C, $5.00 par value. Immediately prior to consummation of
the Merger, each share of Allmerica P&C Common Stock owned by AFC and
its subsidiaries was exchanged for one share of Class B Common Stock.
In late July 1997, a lawsuit was instituted in Louisiana against
Allmerica Financial Corporation and certain of its subsidiaries,
including the Company, by individual plaintiffs alleging fraud, unfair
or deceptive acts, breach of contracts, misrepresentation and related
claims in the sale of life insurance policies. In October 1997,
plaintiffs voluntarily dismissed the Louisiana suit and refiled the
action in Federal District Court in Worcester, Massachusetts. The
plaintiffs seek to be certified as a class. The case is in
the early stages of discovery and the Company is evaluating the
claims. Although the Company believes it has meritorious defenses to
plaintiffs' claims, there can be no assurance that the claims will be
resolved on a basis which is satisfactory to the Company.
Supplement Dated February 1, 1998
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for First Allmerica Financial Life Insurance
Company and for Allmerica Select Separate Account of First Allmerica
Financial Life Insurance Company were previously filed on April 30,
1997 in Post-effective Amendment No. 7 and are incorporated by
reference herein.
Financial Statements Included in Part C
None
(b) EXHIBITS
EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated August 20, 1991 was previously filed on
May 11, 1992 in Registrant's Initial Registration Statement
and is incorporated herein by reference.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant not
pursuant to a trust indenture or other such instrument.
EXHIBIT 3 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 May 11, 1992 in Registrant's Initial
Registration Statement 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. Specimen Policy Form B was previously filed on
May 7, 1996 in Post-Effective Amendment No. 5 and is
incorporated by reference herein.
EXHIBIT 5 Specimen Generic Application Form was previously
filed on November 1, 1993, and is herein incorporated by
reference. Specimen Application Form B is was previously
filed on May 7, 1996 in Post-Effective Amendment No. 5 and
is incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation were previously
filed on April 30, 1996 in Post-Effective Amendment No. 4,
which was effective on October 16, 1995 and is incorporated
herein by reference. Revised Bylaws were filed on April
30, 1996 in Post-Effective Amendment No. 4 and are
incorporated herein by reference.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) AUV Calculation Services Agreement with The Shareholder
Services Group dated March 31, 1995 was previously
filed on April 12, 1995 in Post-Effective Amendment No.
2 and is incorporated by reference herein.
(b) Fidelity Services Agreement was filed on April 30, 1996
in Post-Effective Amendment No. 4 and is incorporated
herein by reference.
<PAGE>
(c) An Amendment to the Fidelity Service Agreement
effective as of January 1, 1997 was previously filed on
April 30, 1997 in Post-Effective Amendment No. 7 and is
incorporated by reference herein.
(d) A proposed form of the Fidelity Service Contract was
previously filed on April 30, 1997 in Post-Effective
Amendment No. 7 and is incorporated by reference
herein.
(e) A proposed form of the T. Rowe Price Agreement was
previously filed on April 30, 1997 in Post-Effective
Amendment No. 7 and is incorporated by reference
herein.
EXHIBIT 9 Consent and Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Not applicable.
EXHIBIT 14 Not Applicable.
Exhibit 15 Form of Participation Agreement between the Company
(formerly known as SMA Life) and Allmerica Investment Trust
was previously filed on April 1, 1991 in Registration
Statement No. 33-39702 and is incorporated by reference
herein. Form of Participation Agreement between the Company
and Fidelity VIP, and an Amendment thereto, was previously
filed in Post-effective Amendment No. 6, Registration No.
33-47216 on April 25, 1995 and are incorporated by reference
herein. Form of Participation Agreement between the Company
and T. Rowe Price International Series, Inc. was previously
filed in Post-effective Amendment No. 2 on April 13, 1995
and is incorporated by reference herein.
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
<TABLE>
<CAPTION>
<S> <C>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
----------------- ------------------------------
Bruce C. Anderson Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel, First Allmerica
Secretary and Counsel since 1991
Robert E. Bruce Director and Chief Information Officer of First Allmerica since 1997;
Director Vice President of First Allmerica since 1995; Corporate Manager,
Digital Equipment Corporation 1979 to 1995
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
John P. Kavanaugh Director and Chief Investment Officer of First Allmerica since 1996;
Director, Vice President and Vice President, First Allmerica since 1991
Chief Investment Officer
John F. Kelly Director of First Allmerica since 1996; Senior Vice President, General
Director, Senior Vice President and Counsel and Assistant Secretary, First Allmerica since 1991
General Counsel
J. Barry May Director of First Allmerica since 1996; Director and President, The
Director Hanover Insurance Company since 1996; Vice President, The Hanover
Insurance Company, 1993 to 1996; General Manager, The Hanover
Insurance Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996; President and CEO, Citizens
Director Insurance Company of America since 1994; Vice President 1982 to 1994
and Chief Investment Officer, First Allmerica 1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and Chief Executive Officer,
Director, Chairman of the Board, First Allmerica since 1989
President and Chief Executive Officer
Edward J. Parry, III Director and Chief Financial Officer of First Allmerica since 1996;
Director, Vice President and Vice President and Treasurer, First Allmerica since 1993
Chief Financial Officer
Richard M. Reilly Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1990; Director, Allmerica Investments, Inc. since 1990; Director
and President, Allmerica Investment Management Company, Inc. since 1990
Eric A. Simonsen Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1990; Chief Financial Officer, First Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice President, First Allmerica
Director and Vice President since 1987
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<CAPTION>
<S> <C>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
________________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
40.5% |
100%
Logan Wells
Water Company,
Inc.
New Jersey
______________________________________________________________________________________________________________________
| | | | | |
59.5% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Somerset Allmerica Allmerica
Property Management Trust Square, Inc. Financial Life Institutional
& Casualty Services, Inc. Company, N.A. Insurance and Services, Inc.
Companies, Inc. Annuity Company
Federally
Delaware Delaware Chartered Massachusetts Delaware Massachusetts
|
___________________________________________________________________________
| | | |
100% 100% 100% 100%
APC The Hanover Allmerica Citizens
Funding Corp. Insurance Financial Insurance
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois
|
______________________________________________________________________________________________________________________
| | | | | |
100% 100% 100% 100% 82.5% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts
Financial Plus American Insurance Corporation Bay Insurance
Benefit Insurance Insurance Management Company
Insurance Agency, Inc. Company Company, Inc.
Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire
|
________________________________________________________
| | |
100% 100% 100%
Citizens Citizens Insurance Citizens
Insurance Company of Insurance
Company of Ohio America Company of the
Midwest
Ohio Michigan Indiana
|
_______________
100%
Citizens
Management Inc.
Michigan
July 31, 1997
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
______________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
|
100%
SMA
Financial Corp.
Massachusetts
|
________________________________________________________________________________________________________________________________
| | | | | | |
100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Linder Allmerica Allmerica
Investments, Investment Asset Financial Services Skokie Asset Benefits,
Inc. Management Management, Insurance Real Estate Management, Inc.
Company, Inc. Inc. Agency, Inc. Corporation Limited
Massachusetts Massachusetts Massachusetts Massachusetts Massachusetts Bermuda Florida
________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund
Massachusetts Massachusetts Massachusetts
_____________________________________
| | Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica Allmerica
Alliance Investment Trust Funds Securities
Insurance Trust
Company
Massachusetts Massachusetts Massachusetts
New Hampshire Massachusetts
|
|
100% Affiliated Management Investment Companies
Lloyd's
Credit Hanover Lloyd's
Corporation Insurance
Company
Massachusetts Texas
Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of the Hanover
Insurance Company
Beltsville
AAM High Drive
Yield Fund, Properties
L.L.C. Limited
Partnership
Massachusetts
Delaware
LLC established for the benefit of
First Allmerica, Allmerica Limited partnership involving First Allmerica, as
Financial Life, Hanover and general partner and Allmerica Financial Life as
Citizens limited partner
</TABLE>
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
<S> <C> <C>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street
Worcester MA 01653 Massachusetts Grantor Trust
Allmerica Financial Alliance Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Allmerica Financial Benefit Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance Brokers, Inc. 440 Lincoln Street Insurance Broker
Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health insurance,
and Annuity Company (formerly known Worcester MA 01653 annuities, variable annuities and variable life
as SMA Life Assurance Company) insurance
Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for commercial paper
Worcester MA 01653
Allmerica Funds 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica Financial Corporation
Worcester MA 01653 entities
Allmerica Institutional Services, Inc. 440 Lincoln Street Accounting, marketing and shareholder services for
(formerly known as 440 Financial Group Worcester MA 01653 investment companies
of Worcester, Inc.)
Allmerica Investment Management Company, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance Agency, Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
Allmerica Property & Casualty Companies, Inc. 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Allmerica Services Corporation 440 Lincoln Street Internal administrative services provider to
Worcester MA 01653 Allmerica Financial Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust company
Worcester MA 01653
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
APC Funding Corp. 440 Lincoln Street Special purpose funding vehicle for commercial
Worcester MA 01653 paper
Beltsville Drive Limited Partnership 440 Lincoln Street Real estate partnership
Worcester MA 01653
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty insurance
Howell MI 48843
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty insurance
Itasca IL 60143
Citizens Insurance Company of the Midwest 3950 Priority Way Multi-line property and casualty insurance
South Drive, Suite 200
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty insurance
P.O. Box 342250
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident and health
Company (formerly State Mutual Life Worcester MA 01653 insurance company
Assurance Company of America)
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Hanover Texas Insurance Management Company, Inc. 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's Insurance
Richardson TX 75081 Company
Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property and casualty insurance
Richardson TX 75081
Linder Skokie Real Estate Corporation 440 Lincoln Street Real estate holding company
Worcester MA 01653
</TABLE>
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<TABLE>
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Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
Logan Wells Water Company, Inc. 603 Heron Drive Water Company serving land development investment
Bridgeport NJ 08014
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding company
Worcester MA 01653
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 1, 1997 there were 619 Contract holders of qualified
Contracts and 885 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.
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, Allmerica
Select Separate Account, Group VEL Account, Allmerica Select
Separate Account II, Separate Account KG, KGC, Separate
Account Fulcrum, and Fulcrum Variable Life Separate Account of
Allmerica Financial Life Insurance and Annuity Company
- VEL II Account, Inheiritage Account, Separate Account I,
Allmerica Select, Separate Account VA-K, VA-P, Separate Account
KG, Separate Account KGC, Separate Account Fulcrum of First
Allmerica Financial Life Insurance Company
- Allmerica Investment Trust
<PAGE>
(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
Edward T. Berger Vice President and Chief Compliance
Officer
Emil J. Aberizk Vice President
Abigail M. Armstrong Secretary and Counsel
Richard F. Betzler, Jr. Vice President
Philip J. Coffey Vice President
Thomas P. Cunningham Vice President, Chief Financial Officer
and Controller
John F. Kelly Director
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker Director, 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.
ITEM 31. MANAGEMENT SERVICES
Effective March 31, 1995, the Company provides daily unit value
calculations and related services for the Company's separate accounts.
ITEM 32. UNDERTAKINGS
(a) Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities and Exchange Commission
such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
<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 indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
(e) The Company hereby represents that the aggregate fees and charges
under the Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of 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/withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in the prospectus of each registration statement used
in connection with the offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption/withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in sales literature used in connection with the offer
of the Company's variable contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on redemption/withdrawal imposed by the Program
and by Section 403(b)(11) and (ii) the investment alternatives
available under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.
<PAGE>
Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service- Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any
transfer request not so denied or limited will be effected as
expeditiously as possible.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement 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 17th day of November 1997.
ALLMERICA SELECT SEPARATE ACCOUNT OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Abigail M. Armstrong
---------------------------------
Abigail M. Armstrong
Secretary and Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C>
Signature Title Date
- --------- ----- ----
/s/ John F. O'Brien Director, President and Chief Executive Officer November 17, 1997
- --------------------------------
John F. O'Brien
/s/ Bruce C. Anderson Director and Vice President
- --------------------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Vice President
- --------------------------------
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and
- -------------------------------- Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Senior Vice President and General
- -------------------------------- Counsel
John F. Kelly
/s/ J. Barry May Director
- --------------------------------
J. Barry May
/s/ James R. McAuliffe Director
- --------------------------------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President, Treasurer and Chief
- -------------------------------- Accounting Officer
Edward J. Parry, III
/s/ Richard M. Reilly Director and Vice President
- --------------------------------
Richard M. Reilly
/s/ Eric A. Simonsen Director, Vice President and Chief Financial
- -------------------------------- Officer
Eric A. Simonsen
/s/ Phillip E. Soule Director and Vice President
- --------------------------------
Phillip E. Soule
</TABLE>
<PAGE>
EXHIBIT TABLE
Exhibit 9 Consent and Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
EXHIBIT 9
November 17, 1997
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
RE: ALLMERICA SELECT SEPARATE ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
FILE #'S: 33-71058 AND 811-8116
Gentlemen:
In my capacity as Counsel of First Allmerica Financial Life Insurance Company
(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 the
Post-Effective Amendment to the Registration Statement of Allmerica Select
Separate Account filed under the Securities Act of 1933.
Very truly yours,
/s/ Sylvia Kemp-Orino
----------------------
Sylvia Kemp-Orino
Assistant Vice President and Counsel
<PAGE>
EXHIBIT 10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 8 to the Registration
Statement on Form N-4 of our report dated February 3, 1997, except as to
Notes 1 and 2, which are as of February 19, 1997 relating to the financial
statements of First Allmerica Financial Life Insurance Company, and our
report dated March 26, 1997 relating to the financial statements of Allmerica
Select Separate Account of First Allmerica Financial 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
November 21, 1997
