<PAGE>
File No. 33-85916
811-8448
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 7
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 7
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)
Abigail M. Armstrong, Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
_X_ immediately upon filing pursuant to paragraph (b)
___ on ( ) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a) (1)
___ on _________________pursuant to paragraph (a) (1)
___ on _________________pursuant to paragraph (a) (2) of Rule 485
___ this post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that an indefinite amount of its securities is being
registered under the Securities Act of 1933. The Rule 24f-2 Notice for the
issuer's fiscal year ending December 31, 1996 was filed on February 28, 1997.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
1................. Cover Page
2................. Special Terms
3................. Summary; Annual and Transaction Expenses
4................. Condensed Financial Information; Performance Information
5................. Description of the Company, the Variable Account, and
Pioneer Variable Contracts Trust
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 and
Annuity Payments
11................ Surrender; Withdrawal; 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
<PAGE>
21................ Performance Information
22................ Annuity Payments
23................ Financial Statements
<PAGE>
This Post-effective Amendment No. 7 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 Separate Account VA-P of Allmerica
Financial Life Insurance and Annuity Company dated May 1, 1997 and to
generally update corporate information for the Company and the Registrant in
Part C. All other pertinent information regarding this Registration
Statement, including the prospectus and Statement of Additional Information
was previously filed in Registrant's Post-effective Amendment No. 6 on
April 30, 1997 and is incorporated herein by reference.
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997
THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED JULY 9, 1997
***
The second and third sentences of the fourth paragraph under "A. PAYMENTS" on
page 16 of the Prospectus are deleted and replaced by the following:
Any portion of an initial net payment (or a subsequent payment received
during the Contract's first fifteen days) allocated to a Sub-Account or
to a Guarantee Period Account will be invested as requested and will
not be held in the Money Market Portfolio for the Contract's first
fifteen days.
***
Effective October 31, 1997, two additional Sub-Accounts will be available
under the Contract. The Sub-Accounts will invest exclusively in shares of
the Growth Shares Portfolio or the Growth and Income Portfolio of the Pioneer
Variable Contracts 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 "1. THE PIONEER VISION 2 VARIABLE ANNUITY CONTRACT" on page P-1 of the
Profile, the word "ten" is substituted for the word "eight" in the second
sentence of the second paragraph.
Under "4. INVESTMENT OPTIONS" on page P-2 of the Profile, the following is
added to the listing of investment options: "Growth Shares Portfolio" and
"Growth and Income Portfolio."
Under "5. EXPENSES" in the Profile, the following is inserted into the table
on page P-3:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
END OF
------------
PORTFOLIO TOTAL ANNUAL INSURANCE TOTAL ANNUAL TOTAL ANNUAL (1) (2)
CHARGES PORTFOLIO EXPENSES CHARGES 1 YEAR 10 YEARS
------- ------------------ ------- ------ --------
<S> <C> <C> <C> <C> <C>
Growth Shares Portfolio 1.44% 1.10%* 2.54% $86 $284
Growth and Income Portfolio 1.44% 1.05%* 2.49% $86 $279
</TABLE>
* Expenses have been estimated for newly formed Portfolios.
"GROWTH SHARES PORTFOLIO" is added after Capital Growth Portfolio and "GROWTH
AND INCOME PORTFOLIO" is added after Real Estate Growth in the listing of
Portfolios on page 1 of the Prospectus and to the listing of "UNDERLYING
PORTFOLIOS" under "SPECIAL TERMS" on page 4 of the Prospectus.
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
on page 6 of the Prospectus is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in
the ten Portfolios of the Fund:
International Growth Portfolio Equity-Income Portfolio
Capital Growth Portfolio Balanced Portfolio
Growth Shares Portfolio Swiss Franc Bond Portfolio
Real Estate Growth Portfolio America Income Portfolio
Growth and Income Portfolio Money Market Portfolio
<PAGE>
The following information on the Growth Shares Portfolio and the Growth and
Income Portfolio is added to the annual expenses table on page 9 of the
Prospectus:
PORTFOLIOS ANNUAL GROWTH GROWTH
EXPENSES SHARES AND INCOME
------ ----------
Management Fee . . . . . . . . . . . . . 0.70% 0.65%
Other Expenses . . . . . . . . . . . . . 0.40%(1) 0.40%(1)
---------- -----------
Total Expenses . . . . . . . . . . . . . 1.10% 1.05%
(Expense Reduction)* . . . . . . . . . . (0.00%) (0.00%)
---------- -----------
Net Expenses . . . . . . . . . . . . . . 1.10% 1.05%
AFTER FEE & EXPENSE REDUCTIONS
Management Fees. . . . . . . . . . . . . 0.70% 0.65%
Other Expenses . . . . . . . . . . . . . 0.40%(1) 0.40%(1)
---------- -----------
Total Expenses . . . . . . . . . . . . . 1.10% 1.05%
(1) The Growth Shares and Growth and Income Portfolios commenced operations
on October 31, 1997, therefore, expenses are estimated and should not be
considered representative of future expenses. Actual expenses may be greater
or less than those shown.
* The total expense limitation for the Growth Shares and Growth and Income
Portfolios is currently set at 1.25% of the average daily net assets which is
higher than the first year estimated expenses.
The following cumulative expense information is added to Examples 1 and 2 on
page 10 of the Prospectus:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------
(1)
Growth Shares. . . . . . $86 $124 $162 $284
Growth and Income. . . . $86 $122 $160 $279
(2)
Growth Shares . . . . . $25 $78 $133 $284
Growth and Income. . . . $25 $77 $131 $279
The following summary of the investment objectives and policies of the Growth
Shares Portfolio is inserted as the third Portfolio summary and that of the
Growth and Income is inserted as the fifth summary under "INVESTMENT
OBJECTIVES AND POLICIES" beginning on page 14 of the Prospectus:
GROWTH SHARES PORTFOLIO - seeks appreciation of capital through investments
in commonstock, together with preferred stocks, bonds, and debentures which
are convertible intocommon stocks. Current income will be incidental to
the Portfolio's primary objective.
GROWTH AND INCOME PORTFOLIO - seeks reasonable income and growth by
investing in a broad list of carefully selected, reasonable priced
securities.
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 15 of the Prospectus:
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
------------------------
Growth Shares Portfolio . . . . . . . . . . . . 0.70%
Growth and Income Portfolio . . . . . . . . . . 0.65%
Supplement Dated October 31, 1997
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1997
***
The third and fourth paragraphs of page 2 under "GENERAL
INFORMATION AND HISTORY" are revised in their entirety to read as
follows:
Ten Sub-Accounts of the Variable Account are available under the
Contract. Each Sub-Account invests in a corresponding investment
portfolio of Pioneer Variable Contracts Trust (the "Fund").
The Fund is an open-end, diversified management investment company.
The Fund currently consists of ten different investment
portfolios: Capital Growth Portfolio, International Growth
Portfolio, Growth Shares Portfolio, Real Estate Growth Portfolio,
Growth and Income Portfolio, Equity-Income Portfolio, America
Income Portfolio, Swiss Franc Bond Portfolio and the Money Market
Portfolio ("Underlying Portfolios").
Footnote 14 under "Notes to Financial Statements" on page F-17 is
deleted and replaced in its entirety with the following:
14. SUBSEQUENT EVENTS (UNAUDITED)
On April 14, 1997, the Company entered into an agreement in
principle to transfer the Company's individual disability income
business under a 100% coinsurance agreement to Metropolitan Life
Insurance Company. The coinsurance agreement became effective
October 1, 1997. The transaction has resulted in the recognition
of a $53.9 million pre-tax loss in the first quarter of 1997.
In late July 1997, a lawsuit was instituted in Louisiana against
Allmerica Financial Corporation and certain of its subsidiaries,
including the Company, by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contracts, misrepresentation
and related claims in the sale of life insurance policies. The
plaintiffs seek to be certified as a class. The Company intends to
defend the lawsuit vigorously.
Supplement Dated October 31, 1997
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and
Financial Statements for Separate Account VA-P of Allmerica
Financial Life Insurance and Annuity Company were previously filed in
Post-effective Amendment No. 6 on April 30, 1997 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 October 27, 1994 was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein
incorporated 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 (A) Proposed Form of Sales and Administrative Services Agreement
was previously filed in Registrant's initial Registration
Statement on November 3, 1994 and is herein incorporated by
reference.
(B) Wholesaling Agreement was previously filed on March 1, 1995
and is herein incorporated by reference.
(C) Broker's Agreement and Specimen Schedule of Sales Commissions
for Variable Annuity Policies was previously filed in
Registrant's initial Registration Statement on November 3, 1994
and is herein incorporated by reference.
EXHIBIT 4 Policy Form A was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein incorporated
by reference. Policy Form B was previously filed in Post-Effective
Amendment No. 4 on May 1, 1996 and is incorporated by reference
herein.
Exhibit 5 Application Form A was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein
incorporated by reference. Application Form B was previously filed
in Post-Effective Amendment No. 4 on May 1, 1996 and is
incorporated by reference herein.
<PAGE>
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws was previously
filed in Registrant's initial Registration Statement on November 3,
1994 and is herein incorporated by reference. An Amendment to the
Articles of Incorporation was filed on October 1, 1996, and is
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
May 1, 1995 and is incorporated by reference herein.
EXHIBIT 9 Consent and Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent and Opinion of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 None.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (A) Participation Agreement dated December 22, 1994 was filed on
February 28, 1995 in Pre-Effective Amendment No. 1 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>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ----------------- ----------------------------------------------
<S> <C>
Bruce C. Anderson, Director Director of First Allmerica since
1996; Vice President, First Allmerica
since 1984
Abigail M. Armstrong, Secretary and Secretary of First Allmerica
Counsel since 1996; Counsel, First Allmerica
since 1991
Robert E. Bruce, Director Director and Chief Information Officer
of First Allmerica since 1997; Vice
President of First Allmerica since
1995; Corporate Manager, Digital
Equipment Corporation 1979 to 1995
John P. Kavanaugh, Director, Director and Chief Investment
Vice President and Officer of First Allmerica since 1996;
Chief Investment Officer Vice President, First Allmerica since 1991
John F. Kelly, Director, Director of First Allmerica since
Vice President and General 1996; Senior Vice President, General
Counsel Counsel and Assistant Secretary, First
Allmerica since 1991
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
J. Barry May, Director Director of First Allmerica
since 1996; Director and
President, The Hanover
Insurance Company since 1996;
Vice President, The Hanover
Insurance Company, 1993 to
1996; General Manager, The
Hanover Insurance Company 1989
to 1993
James R. McAuliffe, Director Director of First Allmerica
since 1996; President and CEO,
Citizens Insurance Company of
America since 1995; Vice
President and Chief Investment
Officer, First Allmerica 1986
to 1994
John F. O'Brien, Director and Director, Chairman of the
Chairman of the Board Board, President and Chief
Executive Officer, First
Allmerica since 1989
Edward J. Parry, III, Director and Chief Financial
Director, Vice President, Officer of First Allmerica
Treasurer and Chief Financial since 1996; Vice President and
Officer Treasurer, First Allmerica
since 1993
Richard M. Reilly, Director, Director of First Allmerica
President and Chief since 1996; Vice President,
Executive Officer First Allmerica since 1990;
Director, Allmerica
Investments, Inc. since 1990;
Director and President,
Allmerica Investment
Management Company, Inc. since
1990
Eric A. Simonsen, Director and Director of First Allmerica
Vice President since 1996; Vice President,
First Allmerica since 1990;
Chief Financial Officer, First
Allmerica 1990 to 1996
Phillip E. Soule, Director Director of First Allmerica
since 1996; Vice President,
First Allmerica since 1987
</TABLE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organization chart.
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance 100 North Parkway Multi-line property and casualty
Insurance Company Worcester MA 01605 insurance
Allmerica Financial Benefit 100 North Parkway Multi-line property and casualty
Insurance 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 440 Lincoln Street Life insurance, accident and health
Insurance and Annuity Company Worcester MA 01653 insurance, annuities, variable
(formerly known as SMA Life annuities and variable
Assurance Company) life insurance
Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica Funds 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica Financial
Worcester MA 01653 Corporation entities
Allmerica Institutional Services, Inc. 440 Lincoln Street Accounting, marketing and
(formerly known as 440 Financial Worcester MA 01653 shareholder services for
Group of Worcester, Inc.) investment companies
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 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
Worcester MA 01653 commercial paper
Beltsville Drive Limited 440 Lincoln Street Real estate partnership
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 3950 Priority Way Multi-line property and casualty insurance
the Midwest South Drive,
Suite 200
Indianapolis IN 46280
Citizens Insurance Company of 8101 N. High Street Multi-line property and casualty insurance
Ohio P.O. Box 342250
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
First Allmerica Financial 440 Lincoln Street Life, pension, annuity, accident and
Life Insurance Company Worcester MA 01653 health insurance company
(formerly State Mutual Life
Assurance Company of America)
Greendale Special Placements 440 Lincoln Street Massachusetts Grantor Trust
Fund Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property and casualty insurance
Company Worcester MA 01605
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's Insurance
Company, Inc Richardson TX 75081 Company
Hanover Lloyd's Insurance 801 East Campbell Road Multi-line property and casualty insurance
Company Richardson TX 75081
Linder Skokie Real Estate 440 Lincoln Street Real estate holding company
Corporation Worcester MA 01653
Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Logan Wells Water Company, Inc 603 Heron Drive Water Company serving land development
Bridgeport NJ 08014 investment
Massachusetts Bay Insurance 100 North Parkway Multi-line property and casualty insurance
Company 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 440 Lincoln Street Risk management services
Services, Inc. Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of July 1, 1997, the Variable Account had 1,574 Qualified Contract
Owners and 3,924 Non-Qualified Contract Owners
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) states: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors and
administrators), shall be indemnified or reimbursed by the Corporation
against all expenses actually and necessarily incurred by him in the
defense or reasonable settlement of any action, suit or proceeding in which
he is made a party by reason of his being or having been a Director or
Officer of the Corporation, including any sums paid in settlement or to
discharge judgment, except in relation to matters as to which he shall be
finally adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duties as such Director
or Officer; and the foregoing right of indemnification or reimbursement
shall not affect any other rights to which he may be entitled under the
Articles of Incorporation, any statute, bylaw, agreement, vote of
stockholders, or otherwise.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:
- VEL Account, VEL II Account, Inheiritage Account,
Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H, VA-K, Allmerica
Select Separate Account II, Group VEL Account, Separate Account
KG, Separate Account KGC, Separate Account Fulcrum, Fulcrum
Variable Life Separate Account, 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, Group VEL
Account, Separate Account KG, Separate Account KGC, Separate
Account Fulcrum, Fulcrum Variable Life Separate Account, and
Allmerica Select Separate Account 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
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Abigail M. Armstrong Secretary and Counsel
Philip J. Coffey Vice President
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Thomas P. Cunningham Vice President Chief Financial Officer and
Controller
David J. Mueller Vice President
William F. Monroe, Jr. Vice President
John F. Kelly Director
John F. O'Brien Director
Stephen Parker President, Director and Chief Executive Officer
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark Steinberg Senior Vice President
</TABLE>
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.
<PAGE>
ITEM 32. UNDERTAKINGS
(a) Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the Commission heretofore
or hereafter duly adopted pursuant to authority conferred in that
section.
(b) The Registrant hereby undertakes to include in the prospectus
a postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The Registrant hereby undertakes to deliver a Statement of
Additional Information promptly upon written or oral request,
according to the requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933
Act may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses
incurred or paid by a Director, Officer or Controlling Person of
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, Officer or Controlling
Person in connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
(e) The Company hereby represents that the aggregate fees and charges
under the Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION
403(B)PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following steps in reliance on the letter:
1. Appropriate disclosures regarding the redemption/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.
<PAGE>
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>
<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
<CAPTION>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
______________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
|
100%
SMA
Financial Corp.
Massachusetts
|
________________________________________________________________________________________________________________________________
| | | | | | |
100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Linder Allmerica Allmerica
Investments, Investment Asset Financial Services Skokie Asset Benefits,
Inc. Management Management, Insurance Real Estate Management, Inc.
Company, Inc. Inc. Agency, Inc. Corporation Limited
Massachusetts Massachusetts Massachusetts Massachusetts Massachusetts Bermuda Florida
________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund
Massachusetts Massachusetts Massachusetts
_____________________________________
| | Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica Allmerica
Alliance Investment Trust Funds Securities
Insurance Trust
Company
Massachusetts Massachusetts Massachusetts
New Hampshire Massachusetts
|
|
100% Affiliated Management Investment Companies
Lloyd's
Credit Hanover Lloyd's
Corporation Insurance
Company
Massachusetts Texas
Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of the Hanover
Insurance Company
Beltsville
AAM High Drive
Yield Fund, Properties
L.L.C. Limited
Partnership
Massachusetts
Delaware
LLC established for the benefit of
First Allmerica, Allmerica Limited partnership involving First Allmerica, as
Financial Life, Hanover and general partner and Allmerica Financial Life as
Citizens limited partner
</TABLE>
<PAGE>
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 of 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
24th day of October, 1997.
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Abigail M. Armstrong
-----------------------------
Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
- ---------- ------- ------
/S/ John F. O'Brien Director and Chairman
- ---------------------------- of the Board
John F. O'Brien
/S/ Bruce C. Anderson Director October 24, 1997
- ----------------------------
Bruce C. Anderson
/S/ Robert E. Bruce Director
- ----------------------------
Robert E. Bruce
/S/ John P. Kavanaugh Director, Vice President
- ---------------------------- and Chief Investment Officer
John P. Kavanaugh
/S/ John F. Kelly Director, Vice President
- ---------------------------- and General Counsel
John F. Kelly
/S/ J. Barry May Director
- ----------------------------
J. Barry May
/S/ James R. Mcauliffe Director
- ----------------------------
James R. McAuliffe
/S/ Edward J. Parry III Director, Vice President, Treasurer
- ---------------------------- and Chief Financial Officer
Edward J. Parry III
/S/ Richard M. Reilly Director, President and
- ---------------------------- Chief Executive Officer
Richard M. Reilly
/S/ Eric A. Simonsen Director and Vice President
- ----------------------------
Eric A. Simonsen
/S/ Phillip E. Soule Director
- ----------------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 9 Consent and Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
EXHIBIT 9
October 24, 1997
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT VA-P (PIONEER VISION)
FILE #'S: 33-85916 AND 811-8448
Gentlemen:
In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Separate Account
VA-P on Form N-4 under the Securities Act of 1933 and the Investment Company
Act of 1940, with respect to the Company's qualified and non-qualified
variable annuity contracts.
I am of the following opinion:
1. Separate Account VA-P is a separate account of the Company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.
2. The assets held in Separate Account VA-P are not chargeable with
liabilities arising out of any other business the Company may conduct.
3. The individual qualified and non-qualified 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 for Separate Account
VA-P on Form N-4 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. 7 to the Registration
Statement on Form N-4 of our report dated February 3, 1997, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity Company,
our report dated February 5, 1996 relating to the statutory basis financial
statements of Allmerica Financial Life Insurance and Annuity Company and our
report dated March 26, 1997 relating to the financial statements of Separate
Account VA-P Pioneer Vision of Allmerica Financial Life Insurance and Annuity
Company, all of which appear in such Statement of Additional Information. We
also consent to the reference to us under the heading "Experts" in such
Statement of Additional Information.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
October 30, 1997
