<PAGE>
File No. 33-85916
811-8848
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 10
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY 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)
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:
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on October 30, 1998 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 POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant has registered an indefinite amount of its securities under
the Securities Act of 1933 ("1933 Act"). The Rule 24f-2 Notice for the issuer's
fiscal year ending December 31, 1997 was filed on March 27, 1998.
<PAGE>
This Post-Effective Amendment No. 10 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, 1998 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. 9 on April 24, 1998 and is
incorporated by reference herein.
<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 Payout Options;
Annuity Benefit Payments
9 . . . . . . . . . . . .Death Benefit
10. . . . . . . . . . . .Payments; Computation of Values; Distribution
11. . . . . . . . . . . .Surrender; Withdrawals; Charges 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 Benefit Payments
23. . . . . . . . . . . .Financial Statements
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998
***
Effective October 30, 1998, two additional Sub-Accounts will be available under
the Contract. The Sub-Accounts will invest exclusively in shares of the
Emerging Markets Portfolio or the Europe 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 "twelve" is substituted for the word "ten" 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: "Emerging Markets Portfolio" and "Europe
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
TOTAL ANNUAL INSURANCE TOTAL ANNUAL TOTAL ANNUAL (1) (2)
PORTFOLIO CHARGES PORTFOLIO EXPENSES CHARGES 1 YEAR 10 YEARS
- -------------------- ---------------------- ------------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C>
Emerging Markets Portfolio 1.44% 1.68%* 3.12% $92 $340
Europe Portfolio 1.44% 1.48%* 2.92% $90 $321
</TABLE>
The footnote under "5. EXPENSES" in the Profile, is amended to add the
following:
* Portfolio expenses are estimated for the Emerging Markets and Europe
Portfolios which commenced operations on October 30, 1998. In addition,
Pioneering Management Corporation has agreed voluntarily to waive its management
fee and/or make other arrangements, if necessary, to reduce portfolio expenses.
For more information, see the Fee Table in the Prospectus for the Contract.
"EMERGING MARKETS PORTFOLIO" is added before and "EUROPE PORTFOLIO" is added
after International Growth Portfolio in the listing of Portfolios on page 1 of
the Prospectus and in the listing of "UNDERLYING PORTFOLIOS" under "SPECIAL
TERMS" on page 5 of the Prospectus.
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
on page 8 of the Prospectus is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing
in the twelve Portfolios of the Fund:
Emerging Markets Portfolio Growth and Income Portfolio
International Growth Portfolio Equity-Income Portfolio
Europe Portfolio Balanced Portfolio
Capital Growth Portfolio Swiss Franc Bond Portfolio
Growth Shares Portfolio America Income Portfolio
Real Estate Growth Portfolio Money Market Portfolio
<PAGE>
The following information on the Emerging Markets Portfolio and the Europe
Portfolio is added to the Portfolio Expenses table on page 13 of the Prospectus:
<TABLE>
<CAPTION>
Total Portfolio
Management Fee Other Expenses Expenses (After
(After (After Applicable Waivers/
Voluntary Reimbursements Reimbursements
Portfolio Waivers) and Offsets) and Offsets)
--------- -------------- ----------------- ---------------
<S> <C> <C> <C>
Emerging Markets
Portfolio(1) . . . . . . . . . 1.15% 0.53% 1.68%
Europe Portfolio(1). . . . . . 1.00% 0.48% 1.48%
</TABLE>
Footnote 1 on page 13 of the Prospectus is amended to add the following:
(1) The Emerging Markets and Europe Portfolios commenced operations on October
30, 1998, therefore, expenses are estimated and should not be considered
representative of future expenses. Actual expenses may be greater or less than
those shown.
The paragraph following Footnote 3 on page 13 of the Prospectus is amended in
its entirety as follows:
Pioneering Management Corporation ("Pioneer") is the investment adviser to each
Portfolio. As of the date of this prospectus, Pioneer has agreed voluntarily to
limit its management fee and/or reimburse each Portfolio for expenses to the
extent that total expenses will not exceed 1.75% for the Emerging Markets
Portfolio; 1.50% for the International Growth Portfolio; 1.50% for the Europe
Portfolio; 1.25% for the Growth Shares Portfolio, the Real Estate Portfolio, the
Growth and Income Portfolio, the Swiss Franc Bond Portfolio and the America
Income Portfolio and 1.00% for the Money Market Portfolio. The declaration of a
voluntary limitation and/or reimbursement in any year does not bind the Manager
to declare future expense limitations with respect to these funds. These
limitations/waivers may be terminated at any time with notice.
The following cumulative expense information is added to Examples 1 and 2 on
page 14 of the Prospectus:
<TABLE>
<CAPTION>
(1) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets. . . . . . . . . . . . . $92 $140 $190 $340
Europe. . . . . . . . . . . . . . . . . . $90 $135 $180 $321
(2) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Emerging Markets. . . . . . . . . . . . . $31 $ 95 $162 $340
Europe. . . . . . . . . . . . . . . . . . $29 $ 89 $152 $321
</TABLE>
Under "PIONEER VARIABLE CONTRACTS TRUST" on page 20 of the Prospectus, the word
"twelve" is substituted for the word "ten" and "EMERGING MARKETS PORTFOLIO" is
added before and "EUROPE PORTFOLIO" is added after International Growth
Portfolio in the second sentence of the second paragraph.
The following summary of the investment objectives and policies of the Emerging
Markets Portfolio is inserted as the first Portfolio summary and that of the
Europe Portfolio is inserted as the third summary under "INVESTMENT OBJECTIVES
AND POLICIES" on page 21 of the Prospectus.:
EMERGING MARKETS PORTFOLIO - seeks long-term growth of capital. The
Portfolio invests primarily in securities of issuers in countries with
emerging economies or securities markets and related depositary receipts.
EUROPE PORTFOLIO - seeks long-term growth of capital. The Portfolio
invests in a diversified portfolio consisting primarily of securities of
European companies and in depositary receipts for such securities.
<PAGE>
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 22 of the Prospectus:
<TABLE>
<CAPTION>
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
------------------------
<S> <C>
Emerging Markets Portfolio. . . . . . . . . . . . . . . . . 1.15%
Europe Portfolio. . . . . . . . . . . . . . . . . . . . . . 1.00%
</TABLE>
The following is added to table (1) in paragraph 8 of "APPENDIX D --
DIFFERENCES UNDER THE PIONEER VISION CONTRACT (FORM A3023-95)" on page D-3 of
the Prospectus:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Markets ....... $95 $162 $211 $340
Europe ................. $94 $156 $202 $321
</TABLE>
Supplement Dated October 30, 1998
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1998
***
The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY" is revised
in its entirety to read as follows:
Twelve Sub-Accounts of the Variable Account are available under the
Pioneer Vision 2 contract ("the Contract") and Pioneer Vision
(3023-95), a predecessor contract no longer being sold. (Pioneer
Vision 2 and Pioneer Vision (3023-95) are referred to collectively as
"the contracts.") Each Sub-Account invests in a corresponding
investment portfolio of Pioneer Variable Contracts Trust (the "Fund"),
an open-end, registered management investment company. The Fund
currently consists of the following twelve investment portfolios:
Emerging Markets Portfolio, International Growth Portfolio, Europe
Portfolio, Capital Growth Portfolio, Growth Shares Portfolio, Real
Estate Growth Portfolio, Growth and Income Portfolio, Equity-Income
Portfolio, Balanced Portfolio, Swiss Franc Bond Portfolio, America
Income Portfolio and the Money Market Portfolio ("Underlying
Portfolios"). Each Underlying Portfolio has its own investment
objectives and certain attendant risks.
Supplement Dated October 30, 1998
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and
Financial Statements for Separate Account VA-P of Allmerica Financial
Life Insurance and Annuity Company were previously filed in
Post-Effective Amendment No. 9 on April 24, 1998 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 on April
24, 1998 in Post-Effective Amendment No. 9 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. 9 and is incorporated by reference herein.
(b) Wholesaling Agreement and Amendment were previously filed on
April 24, 1998 in Post-Effective Amendment No. 9 and are
incorporated by reference herein.
(c) Sales Agreements with Commission Schedule were previously
filed on April 24, 1998 in Post-Effective Amendment No. 9
and are incorporated by reference herein.
(d) General Agent's Agreement was previously filed on April 24,
1998 in Post-Effective Amendment No. 9 and is incorporated
by reference herein.
(e) Career Agent Agreement was previously filed on April 24,
1998 in Post-Effective Amendment No. 9 and is incorporated
by reference herein.
(f) Registered Representative's Agreement was previously filed
on April 24, 1998 in Post-Effective Amendment No. 9 and is
incorporated by reference herein.
EXHIBIT 4 Contract Form A was previously filed on April 24, 1998 in
Post-Effective Amendment No. 9 and is incorporated by reference
herein. Contract 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 on April 24, 1998 in
Post-Effective Amendment No. 9
<PAGE>
and is incorporated by reference herein. Application Form B was
previously filed in Post-Effective Amendment No. 4 on May 1, 1996
and is incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws were
previously filed in Registrant's initial Registration Statement
on November 3, 1994 and are incorporated by reference herein. An
Amendment to the Articles of Incorporation and Bylaws were
previously filed on October 1, 1996, and are incorporated by
reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 BFDS Agreements were previously filed on April 24, 1998 in
Post-Effective Amendment No. 9 and are incorporated by reference
herein.
EXHIBIT 9 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 Participation Agreement with Pioneer was previously filed on
April 24, 1998 in Post-Effective Amendment No. 9 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
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
----------------- ------------------------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel,
Secretary and Counsel First Allmerica since 1991
Vice President and Corporate Controller of First
Warren E. Barnes Allmerica since 1997; Vice President of Allmerica
Vice President and Corporate Controller Trust Company since 1997; Vice President and
Co-Controller, First Allmerica 1997; Vice President and
Assistant Controller, First Allmerica 1996 to 1997;
Assistant Vice President and Assistant Controller,
First Allmerica 1995 to 1996; Assistant Vice
President Corporate Accounting and Reporting, First
Allmerica 1993 to 1995
<PAGE>
Robert E. Bruce Director and Chief Information Officer of First
Director and Chief Information Officer Allmerica since 1997; Vice President of First
Allmerica since 1995; Corporate Manager, Digital
Equipment Corporation 1979 to 1995
John P. Kavanaugh Director and Chief Investment Officer of First
Director, Vice President and Allmerica since 1996; Vice President, First Allmerica
Chief Investment Officer since 1991
John F. Kelly Director of First Allmerica since 1996; Senior Vice
Director, Vice President and President, First Allmerica since 1986; General
General Counsel Counsel, First Allmerica since 1981; Assistant
Secretary, First Allmerica since 1991
J. Barry May Director of First Allmerica since 1996; Director and
Director President, The Hanover Insurance Company since
1996; Vice President, The Hanover Insurance
Company, 1993 to 1996; General Manager, The
Hanover Insurance Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996; Director of
Director Citizens Insurance Company of America since 1992,
President since 1994, and CEO since 1996; Vice
President, First Allmerica 1982 to 1994; Chief
Investment Officer, First Allmerica 1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and
Director, Chairman of the Board, Chief Executive Officer, First Allmerica since 1989
President and Chief Executive Officer
Edward J. Parry, III Director and Chief Financial Officer of First
Director, Vice President, Allmerica since 1996; Vice President and Treasurer,
Chief Financial Officer and Treasurer First Allmerica since 1993; Assistant
Vice President 1992 to 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Director,
Allmerica Investments, Inc. since 1990; Director and
President, Allmerica Financial Investment
Management Services, Inc. since 1990
Robert P. Restrepo, Jr. Chief Executive Officer of Travelers Property &
Director Casualty Company 1996-1998; Senior Vice President
of Aetna Life & Casualty Company 1993-1996
Eric A. Simonsen Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Chief
Financial Officer, First Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1987
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organization chart.
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
______________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
30% _______________________________________________ _____________
| | |
100% 100% 100%
Logan Wells SMA First Sterling
Water Company, Financial Corp. Reinsurance
Inc. Company
Limited
New Jersey Massachusetts Bermuda
|
______________________________________________________________________________________________________________________
| | | | | |
70% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica Allmerica Allmerica
Property Management Trust Investments, Financial Financial Life
& Casualty Services, Inc. Company, N.A. Inc. Investment Insurance and
Companies, Inc. Management Annuity Company
Services, Inc.
Federally
Delaware Delaware Chartered Massachusetts Massachusetts Delaware
|
___________________________________________________________________________ ______|_______
| | | |
100% 100% 100% 100%
The Hanover Allmerica Citizens Somerset
Insurance Financial Insurance Square, Inc.
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois Massachusetts
|
______________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 83% 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
</TABLE>
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
_______________________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
_____________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Allmerica
Investment Asset Financial Services Asset Benefits
Management Management, Insurance Management, Inc.
Company, Inc. Inc. Agency, Inc. Limited
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
Alliance Investment Trust Securities
Insurance Trust
Company
Massachusetts Massachusetts
New Hampshire Massachusetts
|
_______________
|
100% -------------- Affiliated Management Investment Companies
Lloyds
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
AAM AAM
Growth & High
Income Fund Yield Fund,
L.P. L.L.C.
Delaware Massachusetts
-------------- L.P. or L.L.C. established for the benefit of
First Allmerica, Allmerica
Financial Life, Hanover and
Citizens
</TABLE>
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
NAME ADDRESS TYPE OF BUSINESS
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor
Worcester MA 01653 Trust
Limited Partnership
AAM Growth & Income Fund, 440 Lincoln Street
L.P. Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management 440 Lincoln Street Investment advisory
Limited Worcester MA 01653 services
Allmerica Asset Management, 440 Lincoln Street Investment advisory
Inc. Worcester MA 01653 services
Non-insurance medical
Allmerica Benefits, Inc. 440 Lincoln Street services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor
Worcester MA 01653 Trust
Allmerica Financial Alliance 100 North Parkway Multi-line property and
Insurance Company Worcester MA 01605 casualty insurance
Allmerica Financial Benefit 100 North Parkway Multi-line property and
Insurance Company Worcester MA 01605 casualty insurance
Allmerica Financial 440 Lincoln Street Holding Company
Corporation 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
Insurance and Annuity Company Worcester MA 01653 and health insurance,
(formerly known as SMA Life annuities, variable
Assurance Company) annuities and variable
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
Worcester MA 01653 vehicle for commercial
paper
Allmerica, Inc. 440 Lincoln Street Common employer for
Worcester MA 01653 Allmerica Financial
Corporation entities
Allmerica Financial 440 Lincoln Street Investment advisory
Investment Management Worcester MA 01653 services
Services, Inc.
<PAGE>
(formerly known as Allmerica
Institutional Services, Inc.
and 440 Financial Group of
Worcester, Inc.)
Allmerica Investment 440 Lincoln Street Investment advisory
Management Company, Inc. Worcester MA 01653 services
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail
Worcester MA 01653 broker-dealer
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 440 Lincoln Street Internal administrative
Corporation Worcester MA 01653 services provider to
Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national
Worcester MA 01653 trust company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of 645 West Grand River Multi-line property and
America Howell MI 48843 casualty insurance
Citizens Insurance Company of 333 Pierce Road Multi-line property and
Illinois Itasca IL 60143 casualty insurance
Citizens Insurance Company of 3950 Priority Way Multi-line property and
the Midwest South Drive, Suite casualty insurance
200
Indianapolis IN
46280
Citizens Insurance Company of 8101 N. High Street Multi-line property and
Ohio P.O. Box 342250 casualty insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management
Howell MI 48843 company
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial 440 Lincoln Street Life, pension, annuity,
Life Insurance Company Worcester MA 01653 accident and health
(formerly State Mutual Life insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
<PAGE>
Worcester MA 01653
First Sterling Reinsurance 440 Lincoln Street Reinsurance Company
Company Limited Worcester MA 01653
Greendale Special Placements 440 Lincoln Street Massachusetts Grantor
Fund Worcester MA 01653 Trust
The Hanover American 100 North Parkway Multi-line property and
Insurance Company Worcester MA 01605 casualty insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance
Hanover Texas Insurance 801 East Campbell Attorney-in-fact for
Management Company, Inc. Road Hanover Lloyd's Insurance
Richardson TX 75081 Company
Hanover Lloyd's Insurance 801 East Campbell Multi-line property and
Company Road casualty insurance
Richardson TX 75081
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
Logan Wells Water Company, 603 Heron Drive Water Company serving
Inc. Bridgeport NJ 08014 land development
investment
Massachusetts Bay Insurance 100 North Parkway Multi-line property and
Company Worcester MA 01605 casualty insurance
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding
Worcester MA 01653 company
Sterling Risk Management 440 Lincoln Street Risk management services
Services, Inc. Worcester MA 01653
ITEM 27. NUMBER OF CONTRACT OWNERS
As of September 30, 1998, the Variable Account had 3,415 Qualified Contract
Owners and 8,313 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,
<PAGE>
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, Fulcrum Separate Account, 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, 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
NAME POSITION OR OFFICE WITH UNDERWRITER
Abigail M. Armstrong Secretary and Counsel
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance
Officer
Richard F. Betzler, Jr. Vice President
Philip J. Coffey Vice President
Thomas P. Cunningham Vice President , Chief Financial Officer
and Controller
Philip L. Heffernan Vice President
John F. Kelly Director
Daniel Mastrototaro Vice President
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker President, Director and Chief Executive
Officer
<PAGE>
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark G. 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 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
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 ("SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC 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
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, 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
<PAGE>
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 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
1st day of October, 1998.
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 October 1, 1998
--------------------------- the Board
John F. O'Brien
/s/ Bruce C. Anderson Director
---------------------------
Bruce C. Anderson
/s/ Warren E. Barnes Vice President and Corporate
--------------------------- Controller
Warren E. Barnes
/s/ Robert E. Bruce Director and Chief Information
--------------------------- Officer
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, Chief
--------------------------- Financial Officer and Treasurer
Edward J. Parry III
/s/ Richard M. Reilly Director, President and
--------------------------- Chief Executive Officer
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director
---------------------------
Robert P. Restrepo, Jr.
/s/ Eric A. Simonsen Director and Vice President
---------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director
---------------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
October 1, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT VA-P (PIONEER VISION) OF ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FILE #'S: 33-85916 AND 811-8848
Gentlemen:
In my capacity as Attorney 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 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/ Lynn Gelinas
Lynn Gelinas
Attorney
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
incorporated by reference in this Post-Effective Amendment No. 10 to the
Registration Statement of Separate Account VA-P of Allmerica Financial Life
Insurance and Annuity Company on Form N-4 of our report dated February 3, 1998,
relating to the financial statements of Allmerica Financial Life Insurance and
Annuity Company, and our report dated March 25, 1998, relating to the financial
statements of Separate Account VA-P -- Pioneer Vision of Allmerica Financial
Life Insurance and Annuity 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/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 15, 1998
