<PAGE>
File Nos. 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. 14
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22
ALLMERICA SELECT SEPARATE ACCOUNT OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Mary Eldridge, Secretary
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on July 1, 2000 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
----
on (date) pursuant to paragraph (a)(1) of Rule 485
----
this post-effective amendment designates a new effective date for
---- a previously filed post-effective amendment
VARIABLE ANNUITY CONTRACTS
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("the
1940 Act"), Registrant hereby declares that an indefinite amount of its
securities is being registered under the Securities Act of 1933 ("the 1933
Act"). The Rule 24f-2 Notice for the issuer's fiscal year ended December 31,
1999 was filed on or before March 30, 2000.
<PAGE>
This Post-Effective Amendment No. 14 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 the Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company dated May 1, 2000 and to generally
update corporate information for the Company and the Registrant in Part C. All
other pertinent information regarding this Registration Statement including the
Prospectus and Statement of Additional Information was previously filed in
Registrant's Post-Effective Amendment No. 13 on April 28, 2000, and is
incorporated by reference herein.
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
<TABLE>
<S><C>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
----------------- ---------------------
1..........................Cover Page
2..........................Special Terms
3..........................Summary of Fees and Expenses; Summary of Contract Features
4..........................Condensed Financial Information; Performance Information
5..........................Description of the Companies, the Variable Accounts, 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 Payout Options; 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
----------------- ----------------------------------------------
<PAGE>
15.........................Cover Page
16.........................Table of Contents
17.........................General Information and History
18 ........................Services
19.........................Underwriters
20.........................Underwriters
21 ........................Performance Information
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION (CONT'D)
---------------- -------------------------------------------------------
22 ........................Annuity Benefit Payments
23.........................Financial Statements
</TABLE>
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
(ALLMERICA SELECT RESOURCE I AND II)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS
DATED MAY 1, 2000
***
Allmerica Financial Life Insurance and Annuity Company ("Allmerica Financial"),
First Allmerica Financial Life Insurance Company ("First Allmerica"), and
several other applicants filed an application on January 31, 2000, and an
amended and restated application on May 3, 2000, with the Securities and
Exchange Commission ("SEC") seeking an order approving the substitution of
shares of the Select Investment Grade Income Fund of Allmerica Investment Trust
("AIT") for shares of the Select Income Fund of AIT, which shares are currently
held by sub-accounts of the Allmerica Select Separate Accounts. The SEC issued
an Order Granting Exemptions approving the substitution on May 31, 2000. As a
result of the SEC Order, effective July 1, 2000, shares of the Select Investment
Grade Income Fund will be available as an investment option and shares of the
Select Income Fund will no longer be offered under the Contract.
The investment adviser of the Select Investment Grade Income Fund is Allmerica
Asset Management, Inc.
The investment objective of the Select Investment Grade Income Fund is to seek
as high a level of total return, which includes capital appreciation as well as
income, as is consistent with prudent investment management.
The following expense information on the Select Investment Grade Income Fund is
added to the Annual Underlying Fund Expenses table in the SUMMARY OF FEES AND
EXPENSES section:
<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND
(AFTER ANY (AFTER ANY EXPENSES (AFTER ANY
UNDERLYING FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) WAIVERS/REIMBURSEMENTS)
---------------- ------------------ ---------------- ------------------------
<S> <C> <C> <C>
Select Investment Grade Income Fund 0.43% 0.07% 0.50%(1)
</TABLE>
The first paragraph of Footnote 1 in the SUMMARY OF FEES AND EXPENSES section is
replaced with the following:
(1)Until further notice, Allmerica Financial Investment Management Services,
Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of average
net assets for Select International Equity Fund, 1.35% for Select Aggressive
Growth Fund and Select Capital Appreciation Fund, 1.25% for Select Value
Opportunity Fund, 1.20% for Select Growth Fund, 1.10% for Select Growth and
Income Fund, 1.00% for Select Investment Grade Income Fund and 0.60% for Money
Market Fund. The total operating expenses of these Funds of the Trust were less
than their respective expense limitations throughout 1999.
The following cumulative expense information is added to Expense Examples
(1)(a), (1)(b), (2)(a) and (2)(b):
(1)(a) If, at the end of the applicable time period, you surrender your Contract
or annuitize* under any commutable period certain option or a noncommutable
fixed period certain option of less than ten years, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets, and no
Rider:**
<PAGE>
<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $80 $110 $135 $226
</TABLE>
(1)(b) If, at the end of the applicable time period, you surrender your Contract
or annuitize* under any commutable period certain option or a noncommutable
fixed period certain option of less than ten years, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets and
election of a Minimum Guaranteed Annuity Payout (M-GAP) Rider** with a ten-year
waiting period:
<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $82 $117 $147 $252
</TABLE>
(2)(a) If, at the end of the applicable time period, you annuitize* under a life
option or a noncommutable fixed 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 and no
Rider:**
<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $20 $61 $105 $226
</TABLE>
(2)(b) If, at the end of the applicable time period, you annuitize* under a life
option or a noncommutable fixed 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 and
election of a Minimum Guaranteed Annuity Payout (M-GAP) Rider** with a ten-year
waiting period:
<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $22 $69 $117 $252
</TABLE>
Under D. Transfer Privilege-Automatic Transfers (Dollar Cost Averaging) and
Automatic Account Rebalancing Options in the DESCRIPTION OF THE CONTRACT
section, the first sentence now reads as follows:
"The Owner may elect automatic transfers of a predetermined dollar amount, not
less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually) from either the Fixed Account, the Sub-Account
investing in the Money Market Fund or the Sub-Account investing in the Select
Investment Grade Income Fund (the "source accounts") to one or more of the
Sub-Accounts."
The following information is added to the expense examples in APPENDIX F -
DIFFERENCES UNDER THE ALLMERICA SELECT RESOURCE I CONTRACT:
<TABLE>
<CAPTION>
1(a) WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $78 $106 $132 $229
</TABLE>
<TABLE>
<CAPTION>
1(b) WITH SURRENDER CHARGE AND WITH
ELECTION OF A MINIMUM GUARANTEED ANNUITY
PAYOUT RIDER(1) WITH A TEN-YEAR WAITING
PERIOD 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $81 $114 $145 $254
</TABLE>
<TABLE>
<CAPTION>
2(a) WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $20 $62 $106 $229
</TABLE>
<TABLE>
<CAPTION>
2(b) WITHOUT SURRENDER CHARGE AND
WITH ELECTION OF A MINIMUM GUARANTEED
ANNUITY PAYOUT RIDER(1) WITH A TEN-YEAR
WAITING PERIOD 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Investment Grade Income Fund... $22 $69 $118 $254
</TABLE>
***
Supplement Dated July 1, 2000
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
(ALLMERICA SELECT RESOURCE I AND II)
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000
***
Allmerica Financial Life Insurance and Annuity Company ("Allmerica Financial"),
First Allmerica Financial Life Insurance Company ("First Allmerica"), and
several other applicants filed an application on January 31, 2000, and an
amended and restated application on May 3, 2000, with the Securities and
Exchange Commission ("SEC") seeking an order approving the substitution of
shares of the Select Investment Grade Income Fund of Allmerica Investment Trust
for shares of the Select Income Fund of AIT, which shares are currently held by
sub-accounts of the Allmerica Select Separate Accounts. The SEC issued an Order
Granting Exemptions approving the substitution on May 31, 2000. As a result of
the SEC Order, effective July 1, 2000, shares of the Select Investment Grade
Income Fund will be available as an investment option and shares of the Select
Income Fund will no longer be offered under the Contract.
***
Supplement Dated July 1, 2000
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for First Allmerica Financial Life Insurance
Company and
Financial Statements for Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company were previously filed on
April 28, 2000 in Post-Effective Amendment No. 13, 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
April 24, 1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference herein.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance Company may
hold the assets of the Registrant NOT pursuant to a trust
indenture or other such instrument.
EXHIBIT 3 (a) Underwriting and Administrative Services Agreement was
previously filed on April 24, 1998 in Post-Effective
Amendment No. 11 (File Nos. 33-71058/811-8116), and is
incorporated by reference herein.
(b) Sales Agreements (Select) with Commission Schedule were
previously filed on April 24, 1998 in Post-Effective
Amendment No. 11 (File Nos. 33-71058/811-8116), and are
incorporated by reference herein.
(c) General Agent's Agreement was previously filed on April 24,
1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference
herein.
(d) Career Agent Agreement was previously filed on April 24, 1998
in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference
herein.
(e) Registered Representative's Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference
herein.
<PAGE>
EXHIBIT 4 Specimen Generic Policy Form A3020-94 GRC was previously filed
on April 24, 1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference herein.
Specimen Policy Form B was previously filed on May 7, 1996 in
Post-Effective Amendment No. 5 (File Nos. 33-71058/811-8116), and
is incorporated by reference herein.
EXHIBIT 5 Specimen Generic Application Form was previously filed on
April 24, 1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference herein.
Specimen Application Form B was previously filed on May 7, 1996
in Post-Effective Amendment No. 5 (File Nos. 33-71058/811-8116),
and is incorporated by reference herein.
EXHIBIT 6 Articles of Incorporation were previously filed on April 30,
1996 in Post-Effective Amendment No. 4 (File
Nos. 33-71058/811-8116), which was effective on October 16, 1995,
and are incorporated by reference herein. Revised Bylaws were
previously filed on April 30, 1996 in Post-Effective Amendment
No. 4 (File Nos. 33-71058/811-8116), and are incorporated by
reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) Fidelity Service Agreement was previously filed on April 30,
1996 in Post-Effective Amendment No. 4 (File
Nos. 33-71058/811-8116), and is incorporated by reference
herein.
(b) 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 (File Nos. 33-71058/811-8116),
and is incorporated by reference herein.
(c) Fidelity Service Contract, effective as of January 1, 1997.
was previously filed on April 30, 1997 in Post-Effective
Amendment No. 7 (File Nos. 33-71058/811-8116), and is
incorporated by reference herein.
(d) T. Rowe Price Service Agreement was previously filed on April
24, 1998 in Post-Effective Amendment No. 11 (File Nos.
33-71058/811-8116), and is incorporated by reference herein.
(e) BFDS Agreements for lockbox and mailroom services were
previously filed on April 24, 1998 in Post-Effective
Amendment No. 11 (File Nos. 33-71058/811-8116), and are
incorporated by reference herein.
(f) Directors' Power of Attorney is filed herewith.
EXHIBIT 9 (a) Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
<PAGE>
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Schedule for Computation of Performance Quotations was previously
filed on April 28, 2000 in Post-Effective Amendment No. 13 of Registration
Statement No.33-71058/811-8116, and is incorporated by reference herein.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Participation Agreement between the Company and Allmerica
Investment Trust dated March 22, 2000 was previously filed in
April 2000 in Post-Effective Amendment No. 11 of Registration
Statement No. 33-71052/811-8114, and is incorporated by
reference herein.
(b) Amendment dated March 29, 2000 and Amendment dated
November 13, 1998 were previously filed in April 2000 in
Post-Effective Amendment No. 11 of Registration Statement
No. 33-71052/811-8114, and are incorporated by reference
herein. Participation Agreement between the Company and
Fidelity VIP, as amended, was previously filed on April 24,
1998 in Post-Effective Amendment No. 12 of Registration
Statement No. 33-71058/811-8116, and is incorporated by
reference herein.
(c) Participation Agreement between the Company and T. Rowe Price
International Series, Inc. was previously filed on April 24,
1998 in Post-Effective Amendment No. 11 (File
Nos. 33-71058/811-8116), and is incorporated by reference
herein.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director and Vice President Secretary (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of
Vice President and First Allmerica
Corporate Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First
Director and Vice President Allmerica
Mary Eldridge Secretary (since 1999) of Allmerica Financial; Secretary (since 1999)
Secretary of Allmerica Investments, Inc.; and Secretary (since 1999) of
Allmerica Financial Investment Management Services, Inc.
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice
General Counsel President & Deputy General Counsel (1998-1999) of Legg Mason, Inc.;
Vice President and Deputy General Counsel (1995-1998) of USF&G
Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of
Chief Investment Officer Allmerica Financial Investment Management Services, Inc.; and
President (since 1995) and Director (since 1996) of Allmerica Asset
Management, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and President
Director (since 1996) of The Hanover Insurance Company; and Vice President
(1993 to 1996) of The Hanover Insurance Company
James R. McAuliffe Director (since 1996) of First Allmerica; Director (since 1992),
Director President (since 1994) and Chief Executive Officer (since 1996) of
Citizens Insurance Company of America
Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First
Vice President and Treasurer Allmerica; Associate, Investment Banking (1996 -1997) of
<PAGE>
<CAPTION>
<S> <C>
Merrill Lynch & Co.; Associate, Investment Banking (1995) of Salomon
Brothers, Inc.; Treasurer (since 2000) of Allmerica Investments, Inc.,
Allmerica Asset Management, Inc. and Allmerica Financial Investment
Management Services, Inc.
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director, President and Chief Allmerica
Executive Officer
Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President
Director, Vice President, (since 1993), and Treasurer (1993 - 2000) of First Allmerica
Chief Financial Officer
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; President (since 1995) of Allmerica Financial Life
Insurance and Annuity Company; Director (since 1990) of Allmerica
Investments, Inc.; and Director and President (since 1998) of
Allmerica Financial Investment Management Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director and Vice President (since 1998) of The Hanover Insurance Company; Chief Executive Officer
(1996 to 1998) of Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; Director (since 1991) of Allmerica Investments, Inc.; and
Director (since 1991) of Allmerica Financial Investment Management
Services, Inc.
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company
Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited
Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois
New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest
Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.
Michigan
----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund
Massachusetts Massachusetts Massachusetts
-------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust
Massachusetts Massachusetts
-------- Affiliated Management Investment Companies
...............
Hanover Lloyd's
Insurance
Company
Texas
-------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company
----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.
Delaware Massachusetts
________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>
<PAGE>
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
AAM Growth & Income Fund, L.P 440 Lincoln Street Limited Partnership
Worcester MA 01653
Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company annuities and variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services,
Inc. and 440 Financial Group of
Worcester, Inc.)
<PAGE>
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400
Birmingham, AL 35209
Allmerica Investments Insurance Agency 14211 Commerce Way Insurance Agency
of Florida, Inc. Miami Lakes, FL 33016
Allmerica Investment Insurance Agency 1455 Lincoln Parkway Insurance Agency
Inc. of Georgia Suite 300
Atlanta, GA 30346
Allmerica Investment Insurance Agency Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance Agency 631 Lakeland East Drive Insurance Agency
Inc. of Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company
<PAGE>
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
<PAGE>
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of May 31, 2000, there were 1,250 Contact holders of qualified Contracts
and 1,971 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, VEL Account III, Separate Account SPL-D,
Separate Account IMO, Select Account III, Inheiritage Account, Separate
Accounts VA-A, VA-B, VA-C, VA-G, VA-H, VA-K, VA-P, Allmerica Select
Separate Account II, Group VEL Account, Separate Account KG, Separate
Account KGC, Fulcrum Separate Account, Fulcrum Variable Life Separate
Account,
<PAGE>
Separate Account FUVUL, Separate Account IMO and Allmerica Select
Separate Account of Allmerica Financial Life Insurance and Annuity
Company
- Inheiritage Account, VEL II Account, Separate Account I, Separate Account
VA-K, Separate Account VA-P, Allmerica Select Separate Account II, Group
VEL Account, Separate Account KG, Separate Account KGC, Fulcrum Separate
Account, and Allmerica Select Separate Account of First Allmerica
Financial Life Insurance Company.
- Allmerica Investment Trust
(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
Claudia J. Eckels Vice President
Mary M. Eldridge Secretary/Clerk
Philip L. Heffernan Vice President
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive Officer
David J. Mueller Vice President, Chief Financial Officer, Financial
Operations Principal and Controller
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
<PAGE>
Eric A. Simonsen Director
</TABLE>
(c) As indicated in Part B (Statement of Additional Information) in response
to Item 20(c), there were no commissions retained by Allmerica Investments,
Inc., the principal underwriter of the Contracts, for sales of variable
contracts funded by the Registrant in 1999. No other commissions or other
compensation was received by the principal underwriter, directly or indirectly,
from the Registrant during the Registrant's last fiscal year.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by
Section 31(a) of 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained
by the Company at 440 Lincoln Street, Worcester, Massachusetts.
ITEM 31. MANAGEMENT SERVICES
Effective March 31, 1995, the Company provides daily unit value calculations
and related services for the Company's separate accounts.
ITEM 32. UNDERTAKINGS
(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that
the audited financial statements in the registration statement are never
more than 16 months old for so long as payments under the variable
annuity contracts may be accepted.
(b) The Registrant hereby undertakes to include 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 and any financial statements promptly upon written or oral
request, according to the requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act may
be permitted to Directors, Officers and Controlling Persons of Registrant
under any registration statement, underwriting agreement or otherwise,
Registrant has been advised that, in the opinion of the SEC, 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,
<PAGE>
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
(e) The Company hereby represents that the aggregate fees and charges under
the Contracts are reasonable in relation to the services rendered,
expenses expected to be incurred, and risks assumed by the Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of 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.
Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service- Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not so
denied or limited will be effected as expeditiously as possible.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Worcester, and Commonwealth of Massachusetts, on the 14th day of June,
2000.
ALLMERICA SELECT SEPARATE ACCOUNT OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/Mary Eldridge
---------------------------------
Mary Eldridge, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller June 14, 2000
----------------------
Warren E. Barnes
Edward J. Parry* Director, Vice President and Chief Financial Officer
---------------------------
Richard M. Reilly* Director and Vice President
---------------------------
John F. O'Brien* Director, President and Chief Executive Officer
---------------------------
Bruce C. Anderson* Director and Vice President
---------------------------
Mark R. Colborn* Director and Vice President
---------------------------
John P. Kavanaugh* Director, Vice President and Chief Investment Officer
---------------------------
J. Kendall Huber* Director, Vice President and General Counsel
---------------------------
J. Barry May* Director
---------------------------
James R. McAuliffe* Director
---------------------------
Robert P. Restrepo, Jr.* Director and Vice President
---------------------------
Eric A. Simonsen* Director and Vice President
---------------------------
</TABLE>
<PAGE>
* Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated April 2, 2000 duly
executed by such persons.
/s/ Sheila B. St. Hilaire
-------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(33-71058)
<PAGE>
EXHIBIT TABLE
Exhibit 8(f) Director's Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
