<PAGE>
File Nos. 333-64831
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. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 19
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:
X immediately upon filing pursuant to paragraph (b) of Rule
---- 485
____ on (date) 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 hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1998 was filed on or
before March 30, 1999.
<PAGE>
This Post-Effective Amendment No. 3 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, 1999 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. 2 on April 23, 1999 and is
incorporated by reference herein.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
<S> <C>
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,
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; Texas Optional Retirement
Program
12................ Federal Tax Considerations
13................ Legal Matters
14................ Statement of Additional Information - Table of Contents
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ----------------- ----------------------------------------------
<S> <C>
15................ Cover Page
16................ Table of Contents
17................ General Information and History
18................ Services
<PAGE>
19................ Underwriters
20................ Underwriters
21................ Performance Information
22................ Annuity Benefit Payments
23................ Financial Statements
</TABLE>
<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER C-VISION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999
***
The first paragraph of the supplement dated July 29, 1999 is hereby amended
in its entirety as follows:
Allmerica Financial Life Insurance and Annuity Company is offering a new
Sub-Account of Separate Account VA-P. The Sub-Account will invest exclusively
in shares of the Strategic Income Portfolio of the Pioneer Variable Contracts
Trust. The Sub-Account may not be available in all states. Currently, the
Strategic Income Portfolio is not available under contracts offered by First
Allmerica Financial Life Insurance Company in New York. The following
information supplements the corresponding sections of the Prospectus. Please
consult the Prospectus for the full text of each supplemented section.
Supplement Dated July 30, 1999
<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER C-VISION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999
***
A new Sub-Account is available under the Contract. The Sub-Account will invest
exclusively in shares of the Strategic 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 C-VISION VARIABLE ANNUITY CONTRACT" on page P-1 of the
Profile, the word "thirteen" is substituted for the word "twelve" 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: "Strategic 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
TOTAL ANNUAL TOTAL ANNUAL ------------------------
INSURANCE PORTFOLIO TOTAL ANNUAL (1) (2)
PORTFOLIO CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ------- -------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
Strategic Income Portfolio*....... 1.44% 1.25% 2.69% $27 $299
</TABLE>
The footnote under "5. EXPENSES" in the Profile is amended to add the following:
* Portfolio expenses are estimated and annualized for the Strategic Income
Portfolio which commenced operations on July 30, 1999. Portfolio expenses are
annualized for the Emerging Markets and Europe Portfolios which commenced
operations on October 30, 1998. In addition, Pioneer Investment Management, Inc.
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.
"STRATEGIC INCOME PORTFOLIO" is added after Swiss Franc Bond Portfolio in the
listing of Portfolios on page 1 of the Prospectus and in the listing of
"UNDERLYING PORTFOLIOS (OR PORTFOLIOS)" under "SPECIAL TERMS" on page 5 of the
Prospectus.
<PAGE>
The following information on the Strategic Income Portfolio is added to the
Annual Underlying Portfolio Expenses table on page 7 of the Prospectus:
<TABLE>
<CAPTION>
Other Expenses Total Portfolio Expenses
Management Fee (after any (after any waivers/
(after any voluntary reimbursements and reimbursements and
Portfolio waivers) offsets) offsets)
- --------- ---------------------- -------------------- ---------------------------
<S> <C> <C> <C>
Strategic Income Portfolio(1)....... 0.65% 0.60% 1.25%
</TABLE>
Footnote 1 on page 7 of the Prospectus is amended as follows:
(1) The Strategic Income Portfolio commenced operations on July 30, 1999,
therefore, expenses are estimated and annualized and should not be considered
representative of future expenses. Actual expenses may be greater or less than
those shown. The Emerging Markets and Europe Portfolios commenced operations on
October 30, 1998; therefore, expenses shown are annualized after expense
reimbursements and should not be considered representative of future expenses.
The paragraph following Footnote 3 on page 7 of the Prospectus is amended in its
entirety as follows:
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 Growth Portfolio, the Growth and Income Portfolio,
the Swiss Franc Bond Portfolio, the Strategic Income 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), (2)
and (3) on pages 8 and 9 of the Prospectus:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $27 $83 $141 $299
(2) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $29 $90 $153 $323
(3) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $32 $97 $165 $346
</TABLE>
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
on page 12 of the Prospectus is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing
in the thirteen Underlying Portfolios:
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 Strategic Income Portfolio
Real Estate Growth Portfolio America Income Portfolio
Money Market Portfolio
<PAGE>
Under "PIONEER VARIABLE CONTRACTS TRUST" on page 17 of the Prospectus, the word
"thirteen" is substituted for the word "twelve" and "STRATEGIC INCOME PORTFOLIO"
is added after Swiss Franc Bond Portfolio in the fifth sentence.
The following summary of the investment objective of the Strategic Income
Portfolio is inserted as the eleventh Portfolio summary under "INVESTMENT
OBJECTIVES AND POLICIES" on page 18 of the Prospectus:
STRATEGIC INCOME PORTFOLIO - seeks to invest in debt securities for a high
level of current income.
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 19 of the Prospectus:
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
----------------
Strategic Income..................... 0.65%
Supplement Dated July 29, 1999
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1999
***
The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY" is revised
in its entirety to read as follows:
Thirteen Sub-Accounts of the Variable Account are available under the
Pioneer Vision 2 contract ("the Contract") and Pioneer Vision contract
(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 thirteen 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, Strategic Income Portfolio, America Income Portfolio and the
Money Market Portfolio ("Underlying Portfolios"). Each Underlying Portfolio
has its own investment objectives and certain attendant risks.
Under "UNDERWRITERS", the second sentence of the third paragraph is amended in
its entirety to read as follows:
The Company pays commissions, not to exceed 7.0% of purchase payments, to
broker-dealers that sell the Contract.
The notes to the financial statements of the Company as of December 31, 1998
are amended as follows:
14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)
AFC has proposed certain changes to its corporate structure. These changes
include transfer of FAFLIC's ownership of Allmerica P&C, as well as several
non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC would retain its
ownership of AFLIAC and certain other subsidiaries. Under the proposal, AFC
would contribute to FAFLIC capital of $125.0 million and agree to maintain
FAFLIC's statutory surplus at specified levels during the following six years.
In addition, any dividend from FAFLIC to AFC during 2000 and 2001 would require
the prior approval of the Commonwealth of Massachusetts Insurance Commissioner
(the "Commissioner"). This proposed transaction was approved by the Commissioner
on May 24, 1999.
On May 19, 1999, the Federal District Court in Worcester, Massachusetts issued
an order relating to the litigation mentioned in Note 12, above, certifying the
class for settlement purposes and granting final approval of the settlement
agreement.
Supplement Dated July 29, 1999
<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 on April 23,
1999 in Post-Effective Amendment No. 2 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 (Registration Statement No. 811-8848) 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 (Registration
Statement No. 811-8848) in Post-Effective Amendment
No. 9, and is incorporated by reference herein.
(b) Wholesaling Agreement and Amendment were previously
filed on April 24, 1998 (Registration Statement No.
811-8848) in Post-Effective Amendment No. 9, and are
incorporated by reference herein.
(c) Revised Commission Schedule is filed herewith. Sales
Agreements with Commission Schedule were previously
filed on April 24, 1998 (Registration Statement No.
811-8848) in Post-Effective Amendment No. 9, and are
incorporated by reference herein.
(d) General Agent's Agreement was previously filed on
April 24, 1998 (Registration Statement No. 811-8848)
in Post-Effective Amendment No. 9, and is
incorporated by reference herein.
<PAGE>
(e) Career Agent Agreement was previously filed on April
24, 1998 (Registration Statement No. 811-8848) in
Post-Effective Amendment No. 9, and is incorporated
by reference herein.
(f) Registered Representative's Agreement was previously
filed on April 24, 1998 (Registration Statement No.
811-8848) in Post-Effective Amendment No. 9,and is
incorporated by reference herein.
EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider was previously
filed on December 29, 1998 in Post-Effective Amendment No.
1, and is incorporated by reference herein. Contract Form
3027-98 was previously filed on December 8, 1998 in
Registrant's Pre-Effective Amendment No. 1, and is
incorporated by reference herein.
EXHIBIT 5 Application Form SML-1447P was previously filed on
December 8, 1998 in Registrant's Pre-Effective Amendment
No. 1, 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 (a) BFDS Agreements for lockbox and mailroom services
were previously filed on April 24, 1998 (Registration
Statement No. 811-8848) in Post-Effective Amendment
No. 9, and are incorporated by reference herein.
(b) Directors' Power of Attorney is filed herewith.
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 (Registration Statement No. 811-8848) in
Post-Effective Amendment No. 9, and is incorporated by
reference herein.
<PAGE>
ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<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
Director 1984) and Assistant Secretary (since 1992) of
First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate
Vice President and Controller (since 1998) of First Allmerica
Corporate Controller
Robert E. Bruce Director and Chief Information Officer (since
Director and Chief 1997) and Vice President (since 1995) of First
Information Officer Allmerica; and Corporate Manager (1979 to 1995)
of Digital Equipment Corporation
Mary Eldridge Secretary (since 1999) of First Allmerica;
Secretary Secretary (since 1999) of Allmerica Investments
Inc., and Secretary (since 1999) of Allmerica
Financial Investment Management Services, Inc.
John P. Kavanaugh Director and Chief Investment Officer (since
Director, Vice President and 1996) and Vice President (since 1991) of First
Chief Investment Officer Allmerica; and Vice President (since 1998) of
Allmerica Financial Investment Management
Services, Inc.
John F. Kelly Director (since 1996), Senior Vice President
Director, Vice President (since 1986), General Counsel (since 1981) and
and General Counsel Assistant Secretary (since 1991) of First
Allmerica; Director (since 1985) of Allmerica
Investments, Inc.; and Director (since 1990) of
Allmerica Financial Investment Management
Services, Inc.
J. Barry May Director (since 1996) of First Allmerica;
Director Director and President (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 Director (since 1992), President (since 1994)
and Chief Executive Officer (since 1996) of
Citizens Insurance Company of America
John F. O'Brien Director, President and Chief Executive Officer
Director and Chairman of (since 1989) of First Allmerica; Director
the Board (since 1989) of Allmerica Investments, Inc.;
and Director and Chairman of the Board (since
1990) of Allmerica Financial Investment
Management Services, Inc.
<PAGE>
Edward J. Parry, III Director and Chief Financial Officer (since
Director, Vice President, 1996) and Vice President and Treasurer (since
Chief Financial Officer and 1993) of First Allmerica; Treasurer (since
Treasurer 1993) of Allmerica Investments, Inc.; and
Treasurer (since 1993) of Allmerica Financial
Investment Management Services, Inc.
Richard M. Reilly Director (since 1996) and Vice President (since
Director, President and 1990) of First Allmerica; Director (since 1990)
Chief Executive Officer 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
Director First Allmerica; 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
Director and Vice President 1990) of First Allmerica; Director (since 1991)
of Allmerica Investments, Inc.; and Director
(since 1991) of Allmerica Financial Investment
Management Services, Inc.
Phillip E. Soule Director (since 1996) and Vice President (since
Director 1987) of First Allmerica
</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
| | |
| ________________________________ ________________
| | | |
| 99.2% 100% 100%
| Allmerica Allmerica First Sterling
| Trust Financial Life Reinsurance
| Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Federally Chartered Delaware Bermuda
| |
| ________________________________________________________________
| | | | |
| 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial
| Inc. Management Investment Services
| Company, Inc. Management Insurance
| Services, Inc. Agency, Inc.
|
| Massachusetts Massachusetts Massachusetts Massachusetts
|
________________________________________________________________
| | | |
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>
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
AAM Growth & Income Fund, L.P. 440 Lincoln Street Limited Partnership
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 insurance
Company Worcester MA 01605
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance Brokers, 440 Lincoln Street Insurance Broker
Inc. Worcester MA 01653
Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance, accident and health
Annuity Company (formerly known as SMA Worcester MA 01653 insurance, annuities, variable annuities
Life Assurance Company) 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 Financial
Worcester MA 01653 Corporation entities
<PAGE>
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.)
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 Agency, Inc. 440 Lincoln Street Insurance Agency
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 provider
Worcester MA 01653 to Allmerica Financial Corporation
entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust company
Worcester MA 01653
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty insurance
Howell MI 48843
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty insurance
Itasca IL 60143
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty insurance
Midwest South Drive, Suite 200
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty insurance
P.O. Box 342250
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
<PAGE>
First Allmerica Financial Life 440 Lincoln Street Life, pension, annuity, accident and
Insurance Company (formerly State Worcester MA 01653 health insurance company
Mutual Life 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 Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property and casualty insurance
Richardson TX 75081
Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of June 30, 1999, the Variable Account had 4,462 Qualified Contract
holders and 10,875 Non-Qualified Contract holders.
<PAGE>
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:
X VEL Account, VEL II Account, VEL Account III, 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, and
Allmerica Select Separate Account of Allmerica Financial Life
Insurance and Annuity Company
X 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.
X 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>
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Mary Eldridge Secretary
Philip L. Heffernan Vice President
John F. Kelly Director
Daniel Mastrototaro Vice President
<PAGE>
William F. Monroe, Jr. Vice President
David J. Mueller Vice President and Controller
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 G. Steinberg Senior Vice President
</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 1998. No 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 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 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
<PAGE>
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 Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
<PAGE>
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 restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption restrictions imposed by the Program and by Section
403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on redemption imposed by the Program and by
Section 403(b)(11) and (ii) the investment alternatives available
under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.
Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.
<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 15th day of July,
1999.
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY 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 July 15, 1999
- ------------------------- Controller
Warren E. Barnes
Edward J. Parry III* Director, Vice President, Chief
- ------------------------- Financial Officer and Treasurer
Richard M. Reilly* Director, President and
- ------------------------- Chief Executive Officer
John F. O'Brien* Director and Chairman of the
- ------------------------- Board
Bruce C. Anderson* Director
- -------------------------
Robert E. Bruce* Director and Chief Information
- ------------------------- Officer
John P. Kavanaugh* Director, Vice President and
- ------------------------- Chief Investment Officer
John F. Kelly* Director, Vice President and
- ------------------------- General Counsel
J. Barry May* Director
- -------------------------
James R. McAuliffe* Director
- -------------------------
Robert P. Restrepo, Jr.* Director
- -------------------------
Eric A. Simonsen* Director and Vice President
- -------------------------
Phillip E. Soule* Director
- -------------------------
</TABLE>
*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 July 1, 1999 duly executed
by such persons.
/s/ Sheila B. St. Hilaire
- -------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-64831)
<PAGE>
EXHIBIT TABLE
Exhibit 8(b) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by Allmerica Financial Life Insurance and
Annuity Company, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and with any other regulatory agency or state authority that may so require,
granting unto said attorneys and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys or any of them may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director and Chairman of the Board 7/1/99
- -------------------------- ------
John F. O'Brien
/s/ Bruce C. Anderson Director 7/1/99
- -------------------------- ------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Chief Information Officer 7/1/99
- -------------------------- ------
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and 7/1/99
- -------------------------- Chief Investment Officer ------
John P. Kavanaugh
/s/ John F. Kelly Director, Vice President and 7/1/99
- -------------------------- General Counsel ------
John F. Kelly
/s/ J. Barry May Director 7/1/99
- -------------------------- ------
J. Barry May
/s/ James R. McAuliffe Director 7/1/99
- -------------------------- ------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President, Chief Financial 7/1/99
- -------------------------- Officer and Treasurer ------
Edward J. Parry, III
/s/ Richard M. Reilly Director, President and 7/1/99
- -------------------------- Chief Executive Officer ------
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director 7/1/99
- -------------------------- ------
Robert P. Restrepo, Jr.
/s/ Eric A. Simonsen Director and Vice President 7/1/99
- -------------------------- ------
Eric A. Simonsen
/s/ Phillip E. Soule Director 7/1/99
- -------------------------- ------
Phillip E. Soule
</TABLE>
<PAGE>
July 15, 1999
Securities & Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: SEPARATE ACCOUNT VA-P ( PIONEER C-VISION)
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
File No's. 333-64831 and 811-8848
Dear Sirs:
In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in the
preparation of this 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 variable annuity contracts, when issued in accordance with the
Prospectus contained in the Post-Effective Amendment to the Registration
Statement and upon compliance with applicable local law, will be legal and
binding obligations of the Company in accordance with their terms and when
sold will be legally issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account VA-P
on Form N-4 filed under the Securities Act of 1933.
Sincerely,
/s/ John C. Donlon, Jr.
John C. Donlon, Jr.
Assistant Vice President and Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 3 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 2, 1999, except for
paragraph 2 of Note 12, which is as of March 19, 1999, relating to
the financial statements of Allmerica Financial Life Insurance and Annuity
Company, and our report dated March 26, 1999, relating to the financial
statements of Separate Account VA-P 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
July 29, 1999
