<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. 5
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 28
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)
Charles F. Cronin, Secretary
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 December 14, 2000 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
___ on (date) pursuant to paragraph (a) (1) of Rule 485
___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
VARIABLE ANNUITY CONTRACTS
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940
("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,
1999 was filed on or before March 30, 2000.
<PAGE>
This Post-Effective Amendment No. 5 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Pioneer C-Vision
Prospectus B and Statement of Additional Information of Separate Account VA-P
of Allmerica Financial Life Insurance and Annuity Company dated May 1, 2000
and to generally update corporate information for the Company and the
Registrant in Part C. All other pertinent information regarding this
Registration Statement including the Prospectuses and Statement of Additional
Information was previously filed in Registrant's Post-Effective Amendment No.
4 on April 21, 2000, and is incorporated by reference herein.
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 of Contract Features; Summary of Fees and
Expenses
4 ...................... Condensed Financial Information; Performance
Information
5 ...................... Description of the Companies, the Variable Accounts,
and the Underlying Investment Companies
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
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
---------------- ----------------------------------------------
15...................... Cover Page
16...................... Table of Contents
17...................... General Information and History
18...................... Services
19...................... Underwriters
20...................... Underwriters
21...................... Performance Information
22...................... Annuity Benefit Payments
23...................... Financial Statements
<PAGE>
The Pioneer C-Vision Prospectus was previously filed in Registrant's
Post-Effective Amendment No.4 on April 21, 2000, and is incorporated by
reference herein (herein referred to as "Prospectuses A").
<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, 2000
THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED AUGUST 1, 2000
***
In the first paragraph under "J. ELECTING THE FORM OF ANNUITY AND THE ANNUITY
DATE" in DESCRIPTION OF THE CONTRACT the following is added:
In New York, the latest possible annuitization age will not exceed the
Owner's age 90 and, in the case of Joint Owners, the age of the oldest
Owner will determine the Annuity Date.
***
The second paragraph under "L. ANNUITY BENEFIT PAYMENTS" IN DESCRIPTION OF THE
CONTRACT is deleted in its entirety and replaced with the following:
For all options except a death benefit annuity, the dollar amount of the
first periodic annuity benefit payment is the Accumulated Value applied
under that option, after application of any Market Value Adjustment and
less premium tax, if any, and, for all commutable period certain options
and any noncommutable fixed period certain option of less than ten
years, further reduced by the Contract Fee. For a death benefit annuity,
the Annuity Value is the amount of the death benefit Notwithstanding the
above, under a New York Contract, the dollar amount of the first
periodic annuity benefit payment will be equal to the greater of (a) or
(b) where (a) is equal to the Surrender Value and (b) is equal to 95% of
the Accumulated Value. In addition, under a New York Contract, annuity
benefit payments will not be less than payments that would be provided
at that time by the application of an Annuity Value equal to an amount
required to purchase any single payment immediate annuity contract
offered by the Company to all Owners of the same class.
***
The definition of the "j" factor in the calculation of the Market Value
Adjustment under GUARANTEE PERIOD ACCOUNTS is revised as follows:
For New York Contracts, "j" is the New Guaranteed Interest Rate,
expressed as a decimal, for a Guarantee Period with a duration equal to
the number of years remaining in the current Guarantee Period, rounded
to the nearest number of whole years.
***
Two additional Sub-Accounts are available under the Contract. The
Sub-Accounts invest exclusively in shares of the AIM V.I. Aggressive Growth
Fund of the AIM Variable Insurance Funds, Inc. or the Pioneer Small Company
VCT Portfolio of the Pioneer Variable Contracts Trust.
<PAGE>
As such, the following information supplements the corresponding sections of
the Prospectus. Please consult the Prospectus for the full text of each
supplemented section.
"AIM V.I. Aggressive Growth Fund" is added before AIM V.I. Capital
Appreciation and "Pioneer Small Company VCT Portfolio" is added after Pioneer
Mid-Cap Value VCT Portfolio in the listing of Portfolios on the first page of
the Prospectus.
"AIM" is added into the listing "UNDERLYING PORTFOLIOS (OR PORTFOLIOS)" under
SPECIAL TERMS.
The following information on the AIM V.I. Aggressive Growth Fund and the
Pioneer Small Company VCT Portfolio are added to the Annual Underlying
Portfolio Expenses table and footnotes:
<TABLE>
<CAPTION>
TOTAL PORTFOLIO
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY
VOLUNTARY 12B-1 REIMBURSEMENTS/ REIMBURSEMENTS/
UNDERLYING PORTFOLIO WAIVERS) FEES WAIVERS) WAIVERS)
-------------------- --------- ---- -------- ---------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio ............... 0.65% -- 0.60% 1.25%(1)(4)(5)
AIM V.I. Aggressive Growth Fund ................... 0.00% -- 1.19% 1.19%(12)
</TABLE>
(1)Portfolios commenced operations on May 1, 2000, therefore expenses shown
are estimated. For the fiscal year ending December 31, 2000, assuming no
voluntary limitations, total expenses attributable to Class I shares as a
percentage of average daily net assets are estimated to be 1.65% for the
Pioneer Science & Technology VCT Portfolio and 1.72% for the Pioneer High
Yield VCT Portfolio.
(4)Total expenses are gross of amounts paid in connection with certain
expense offset arrangements. Assuming reduction for expense offset
arrangements, total operating expenses attributable to Class I shares for the
fiscal year ended December 31, 1999, would have been 0.79% for the Pioneer
America Income VCT Portfolio,0.77% for the Pioneer Balanced VCT Portfolio,
0.78% for the Pioneer Money Market VCT Portfolio, 0.87% for the Pioneer Swiss
Franc Bond VCT Portfolio, and 1.35% for the Pioneer Small Company VCT
Portfolio.
(5)Pioneer has agreed voluntarily to limit its management fee and/or
reimburse each portfolio for expenses to the extent that total expenses
attributable to Class I shares will not exceed 1.75% for the Pioneer Emerging
Markets VCT Portfolio, 1.50% for the Pioneer Europe VCT Portfolio, and 1.25%
for the Pioneer High Yield VCT Portfolio, Pioneer Real Estate Growth VCT
Portfolio, Pioneer Science & Technology VCT Portfolio and Pioneer Strategic
Income VCT Portfolio. The declaration of a voluntary limitation and/or
reimbursement in any year does not bind Pioneer to declare further expense
limitations with respect to these portfolios. These limitations/waivers may
be terminated at any time with notice.
Excluding certain offset arrangements, but after the affect of the voluntary
limitations, expenses attributable to Class I shares would have been 1.88%
for the Pioneer Emerging Markets VCT Portfolio, 1.53% for the Pioneer Europe
VCT Portfolio, 1.15% for the Pioneer Real Estate Growth VCT Portfolio, and
1.54% for the Pioneer Strategic Income VCT Portfolio. For the fiscal year
ended December 31, 1999, assuming no voluntary limitations and no expense
offset arrangements, Portfolio expenses as a percentage of average daily net
assets attributable to Class I shares were 6.56% for the Pioneer Emerging
Markets VCT Portfolio, 2.58% for the Pioneer Europe VCT Portfolio, 1.30% for
the Pioneer Real Estate Growth VCT Portfolio and 8.68% for the Pioneer
Strategic Income VCT Portfolio. On April 1, 1999, Pioneer agreed to waive a
portion of its management fee from 1.00% to 0.80% of the Pioneer Real Estate
Growth VCT Portfolio's average daily net assets. Pioneer reduced the
portfolio's management fee to 0.80% effective December 14, 1999.
<PAGE>
(12) Had there been no fee waivers or expense reimbursements, the Management
Fee, Other Expenses and Total Fund Expenses of the AIM V.I. Aggressive Growth
Fund would have been 0.80%, 1.62% and 2.42%, respectively.
The following cumulative expense information is added to Expense Examples
(1), (2), and (3):
<TABLE>
<CAPTION>
(1) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio........... $27 $83 $141 $299
AIM V.I. Aggressive Growth Fund .............. $26 $81 $138 $293
(2) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Pioneer Small Company VCT Portfolio........... $29 $90 $153 $323
AIM V.I. Aggressive Growth Fund............... $29 $88 $150 $317
(3) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Pioneer Small Company VCT Portfolio........... $32 $97 $165 $346
AIM V.I. Aggressive Growth Fund .............. $31 $96 $162 $341
</TABLE>
The first paragraph of "WHAT ARE MY INVESTMENT CHOICES?" under the SUMMARY OF
CONTRACT FEATURES is deleted in its entirety and replaced with the following:
Prior to the Annuity Date, you may allocate payments among one or more of the
Sub-Accounts investing in the Underlying Portfolios (up to a total of seventeen
at any one time, in addition to the Pioneer Money Market VCT Portfolio), the
Guarantee Period Accounts and the Fixed Account.
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
is deleted and replaced with the following:
THE VARIABLE ACCOUNT. Subject to the seventeen fund limit, you have a choice of
Sub-Accounts investing in the following twenty-six Underlying Portfolios:
<TABLE>
<CAPTION>
<S> <C>
Pioneer Emerging Markets VCT Portfolio Pioneer Strategic Income VCT Portfolio
Pioneer Europe VCT Portfolio Pioneer America Income VCT Portfolio
Pioneer International Growth VCT Portfolio Pioneer Money Market VCT Portfolio
Pioneer Science & Technology VCT Portfolio AIM V.I. Aggressive Growth Fund
Pioneer Mid-Cap Value VCT Portfolio AIM V.I. Capital Appreciation Fund
Pioneer Small Company VCT Portfolio Pioneer Mid-Cap Alliance Premier Growth Portfolio
Pioneer Growth Shares VCT Portfolio Alliance Technology Portfolio
Pioneer Real Estate Growth VCT Portfolio DGPF Growth Opportunities Series
Pioneer Pioneer Fund VCT Portfolio DGPF Select Growth Series
Pioneer Equity-Income VCT Portfolio Franklin Small Cap Fund
Pioneer Balanced VCT Portfolio Templeton Asset Strategy Fund
Pioneer Swiss Franc Bond VCT Portfolio Templeton International Smaller Companies Fund
Pioneer High Yield VCT Portfolio Van Kampen LIT Emerging Growth Portfolio
</TABLE>
The third sentence of the first paragraph of "CAN I MAKE TRANSFERS AMONG THE
INVESTMENT CHOICES?" under the SUMMARY OF CONTRACT FEATURES is replaced by
the following:
Transfers may be made to and among all of the available Sub-Accounts as long
as no more than seventeen Sub-Accounts, in addition to the Pioneer Money
Market VCT Portfolio, are utilized at any one time.
<PAGE>
The "AIM V.I. Aggressive Growth Fund" is added before the AIM V.I. Capital
Appreciation Fund in the second sentence of the paragraph under "AIM VARIABLE
INSURANCE FUNDS, INC."
The following investment objectives and policies of the Pioneer Small Company
VCT Portfolio is inserted as the first Portfolio summary and that of the AIM
V.I. Aggressive Growth Fund is inserted as the second sixth summary under
INVESTMENT OBJECTIVES AND POLICIES:
AIM V.I. AGGRESSIVE GROWTH FUND -- seeks to achieve long-term growth of
capital by investing primarily in common stocks, convertible bonds,
convertible preferred stocks and warrants of small and medium sized
companies.
PIONEER SMALL COMPANY VCT PORTFOLIO - seeks capital appreciation
primarily through small companies capitalized at $1 billion or less at
the time of purchase.
The fourth paragraph of "A. Payments" under DESCRIPTION OF THE CONTRACT is
replaced by the following:
Generally, unless otherwise requested, all payments will be allocated among
investment options in the same proportion that the initial net payment is
allocated or, if subsequently changed, according to the most recent
allocation instructions. Prior to the Annuity Date, you may utilize up to
seventeen variable Sub-Accounts at any one time, in addition to the Pioneer
Money Market VCT Portfolio.
SUPPLEMENT DATED DECEMBER 14, 2000
<PAGE>
The Pioneer C-Vision Prospectus was previously filed in Registrant's
Post-Effective Amendment No. 4 on April 21, 2000, and is incorporated by
reference herein (herein referred to as "Prospectuses B").
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
PIONEER C-VISION
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000
***
The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY"
is revised in its entirety to read as follows:
Twenty-six Sub-Accounts of the Variable Account are available under
Contract Form 3027-98 (the "Contract"). Each Sub-Account invests in a
corresponding investment portfolio of Pioneer Variable Contracts Trust
("Pioneer VCT"), AIM Variable Insurance Funds ("AVIF"), Alliance
Variable Products Series Fund, Inc. ("Alliance"), Delaware Group
Premium Fund ("DGPF"), Franklin Templeton Variable Insurance Products
Trust ("FT VIP") or Van Kampen Life Investment Trust ("Van Kampen"),
open-end, registered management investment companies. Sixteen
investment portfolios of Pioneer are available under the Contract: the
Pioneer Emerging Markets VCT Portfolio, Pioneer Europe VCT Portfolio,
Pioneer International Growth VCT Portfolio, Pioneer Science &
Technology VCT Portfolio, Pioneer Mid-Cap Value VCT Portfolio (formerly
Capital Growth Portfolio), Pioneer Small Company VCT Portfolio, Pioneer
Growth Shares VCT Portfolio, Pioneer Real Estate Growth VCT Portfolio,
Pioneer Fund VCT Portfolio (formerly Growth and Income Portfolio),
Pioneer Equity-Income VCT Portfolio, Pioneer Balanced VCT Portfolio,
Pioneer Swiss Franc Bond VCT Portfolio, Pioneer High Yield VCT
Portfolio, Pioneer Strategic Income VCT Portfolio, Pioneer America
Income VCT Portfolio and the Pioneer Money Market VCT Portfolio. Two
portfolios of AVIF are available under the Contract: the AIM V.I.
Aggressive Growth Fund and AIM V.I. Capital Appreciation Fund. Two
Alliance portfolios are available under the Contract: the Alliance
Premier Growth Portfolio and the Alliance Technology Portfolio. Two
DGPF series are available under the Contract: the DGPF Growth
Opportunities Series and the DGPF Select Growth Series. Three FT VIP
funds are available under the Contract: the Templeton Asset Strategy
Fund, the Templeton International Smaller Companies Fund and the
Franklin Small Cap Fund. One Van Kampen portfolio is available under
the Contract: the Van Kampen LIT Emerging Growth Portfolio (together,
the "Underlying Portfolios"). Each Underlying Portfolio has its own
investment objectives and certain attendant risks.
<PAGE>
The following two portfolios are being added to the following Performance
Tables 1A and 2A:
<TABLE>
<CAPTION>
Table 1A
FOR YEAR SINCE
SUBACCOUNT ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO INCEPTION DATE 12/31/99 SUB-ACCOUNT
-------------------------------------------- --------------- -------- ------------
<S> <C> <C> <C>
Pioneer Small Company VCT Portfolio ............... N/A N/A N/A
AIM V.I. Aggressive Growth Fund ................... N/A N/A N/A
</TABLE>
<TABLE>
<CAPTION>
Table 2A
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
PORTFOLIO ENDED UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO INCEPTION DATE 12/31/99 5 YEARS PORTFOLIO IF LESS
--------------------------------------------- -------------- -------- -------- -----------------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio ................ N/A N/A N/A N/A
AIM V.I. Aggressive Growth Fund .................... 5/1/98 42.63% N/A 21.97%
</TABLE>
***
The notes to the financial statements of the Company as of December 31, 1999
are amended as follows:
14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)
During the second quarter of 2000, AFC adopted a formal company-wide
restructuring plan. This plan is the result of a corporate initiative that
began in the fall of 1999, intended to reduce expenses and enhance revenues.
As a result of this restructuring plan, AFLIAC recognized a pre-tax charge
relating to one-time project costs of $4.6 million for the quarter ended
June 30, 2000.
SUPPLEMENT DATED DECEMBER 14, 2000
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B (incorporated by reference)
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company
Financial Statements for Separate Account VA-P of Allmerica Financial
Life Insurance and Annuity Company
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 of
Registration Statement No. 33-85916/811-8848, 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 of Registration Statement No. 33-85916/
811-8848, and is incorporated by reference herein.
(b) Wholesaling Agreement and Amendment were previously
filed on April 24, 1998 in Post-Effective Amendment
No. 9 of Registration Statement No. 33-85916/811-8848,
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 in Post-Effective Amendment
No. 9 of Registration Statement No. 33-85916/811-8848,
and are incorporated by reference herein.
(d) General Agent's Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 9 of
Registration Statement No. 33-85916/811-8848, and is
incorporated by reference herein.
(e) Career Agent Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 9
of Registration Statement No. 33-85916/811-8848,
and is incorporated by reference herein.
<PAGE>
(f) Registered Representative's Agreement was previously
filed on April 24, 1998 in Post-Effective Amendment
No. 9 of Registration Statement No. 33-85916/811-8848,
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 of Registration Statement No. 333-64831/811-8848,
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 of
Registration Statement No. 33-64831/811-8848, 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 of Registration Statement No. 33-64831/811-8848,
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 No. 33-85916/811-8848 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 in Post-Effective
Amendment No. 9 of Registration Statement No. 33-85916/
811-8848, 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 Schedule for Computation of Performance Calculations is
filed herewith.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Form of Amendment was previously filed in April 2000
in Post-Effective Amendment No. 14 of Registration
Statement No. 33-85916/811-8848, and is incorporated
by reference herein. Participation Agreement with
Pioneer was previously filed on April 24, 1998
in Post-Effective Amendment No. 9 of Registration
Statement No. 33-85916/811-8848, and is incorporated
by reference herein.
(b) Form of Amendment was previously filed in April 2000
in Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293 and is incorporated
by reference herein. Participation Agreement with
AIM Variable Insurance Funds was previously filed
on August 27, 1998 in Post-Effective Amendment
No. 3 in Registration Statement No. 333-11377/
811-7799, and is incorporated by reference herein.
<PAGE>
(c) Form of Participation Agreement with Alliance
was previously filed in April 2000 in Post-
Effective Amendment No. 14 of Registration
Statement No. 33-85916/811-8848, and is incorporated
by reference herein.
(d) Form of Amendment was previously filed in April 2000
in Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293 and is incorporated
by reference herein. Participation Agreement with
Delaware Group Premium Fund and Amendment was
previously filed on April 24, 1998 in Registration
Statement No. 33-39702/811-6293, Post-Effective
Amendment No. 14, and is incorporated by
reference herein.
(e) Form of Participation Agreement with Franklin
Templeton was previously filed in April
2000 in Post-Effective Amendment No. 19 of
Registration Statement No. 33-44830/811-6293 and is
incorporated by reference herein.
(f) Form of Participation Agreement with Van Kampen was
previously filed in April 2000 in Post-Effective
Amendment No. 14 of Registration Statement No.
33-85916/811-8848, and is incorporated by reference
herein.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
----------------------------- ---------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant Secretary
Director (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of First
Vice President and Allmerica
Corporate Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First Allmerica
Director and Vice President
Charles F. Cronin Secretary (since 2000) and Counsel (since 1996) of First Allmerica;
Secretary Secretary and Counsel (since 1998) of Allmerica Financial Corporation;
Attorney (1991-1996) of Nutter, McClennen & Fish
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice President &
General Counsel Deputy General Counsel (1998-1999) of Legg Mason, Inc.; Vice President and
Deputy General Counsel (1995-1998) of USF&G Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of Allmerica
Chief Investment Officer Financial Investment Management Services, Inc.; and President (since 1995)
and Director (since 1996) of Allmerica Asset Management, Inc.
<PAGE>
J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 1996) of The Hanover Insurance Company; and Vice President (1993 to 1996)
of The Hanover Insurance Company
Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First Allmerica;
Vice President and Treasurer Associate, Investment Banking (1996-1997) of Merrill Lynch & Co.;
Associate, Investment Banking (1995) of Salomon Brothers, Inc.; Treasurer
(since 2000) of Allmerica Investments, Inc., Allmerica Asset Management,
Inc. and Allmerica Financial Investment Management Services, Inc.
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica
of the Board
Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President (since
Director, Vice President 1993), and Treasurer (1993-2000) of First Allmerica
Chief Financial Officer
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and Annuity
Chief Executive Officer Company; Director (since 1990) of Allmerica Investments, Inc.; and Director
and President (since 1998) of Allmerica Financial Investment Management
Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director (since 1998) of The Hanover Insurance Company; Chief Executive Officer
(1996 to 1998) of Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.
Gregory D. Tranter Director and Vice President (since 2000) of First Allmerica; Vice President
Director and Vice President (since 1998) of The Hanover Insurance Company; Vice President (1996-1998)
of Travelers Property & Casualty; Director of Geico Team (1983-1996) of
Aetna Life & Casualty
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company
Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited
Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois
New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest
Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.
Michigan
----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund
Massachusetts Massachusetts Massachusetts
-------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust
Massachusetts Massachusetts
-------- Affiliated Management Investment Companies
...............
Hanover Lloyd's
Insurance
Company
Texas
-------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company
----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.
Delaware Massachusetts
________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>
<PAGE>
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
Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company annuities and variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services,
Inc. and 440 Financial Group of
Worcester, Inc.)
<PAGE>
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investments Insurance Agency Inc. of 200 Southbridge Parkway Insurance Agency
Alabama Suite 400
Birmingham, AL 35209
Allmerica Investments Insurance Agency of 14211 Commerce Way Insurance Agency
Florida, Inc. Miami Lakes, FL 33016
Allmerica Investment Insurance Agency Inc. of 1455 Lincoln Parkway Insurance Agency
Georgia Suite 300
Atlanta, GA 30346
Allmerica Investment Insurance Agency Inc. of Barkley Bldg-Suite 105 Insurance Agency
Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance Agency Inc. of 631 Lakeland East Drive Insurance Agency
Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
<PAGE>
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 31, 2000, there were 4,567 Contract holders of qualified
Contracts and 11,086 Contract holders of non-qualified Contracts.
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, VEL Account III, Separate Account
SPL-D, Separate Account IMO, Select Account III, Inheiritage
Account, Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H, VA-K,
VA-P, Allmerica Select Separate Account II, Group VEL Account,
Separate Account FUVUL, Separate Account IMO, 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
-- 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 SPVL, 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
<PAGE>
NAME POSITION OR OFFICE WITH UNDERWRITER
--- -----------------------------------
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
Charles F. Cronin Secretary/Clerk
Claudia J. Eckels Vice President
Philip L. Heffernan Vice President
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive Officer
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
Eric A. Simonsen Director
(c) As indicated in Part B (Statement of Additional Information) in response
to Item 20(c), there were no commissions retained by Allmerica
Investments, Inc., the principal underwriter of the Contracts, for sales
of variable contracts funded by the Registrant in 1999. No other
commissions or other compensation was received by the principal
underwriter, directly or indirectly, from the Registrant during the
Registrant's last fiscal year.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by Section
31(a) of 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) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement
are never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
(b) The Registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
<PAGE>
(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information and any financial statements promptly upon written or oral
request, according to the requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, Officer or
Controlling Person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
(e) The Company hereby represents that the aggregate fees and charges
under the Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of 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 1st day of December, 2000.
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Charles F. Cronin
-----------------------
Charles F. Cronin, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller December 1, 2000
-------------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President and Chief Financial Officer
-------------------------------
Richard M. Reilly* Director, President and Chief Executive Officer
-------------------------------
John F. O'Brien* Director and Chairman of the Board
-------------------------------
Bruce C. Anderson* Director
-------------------------------
Mark R. Colborn* Director and Vice President
-------------------------------
John P. Kavanaugh* Director, Vice President and Chief Investment Officer
-------------------------------
J. Kendall Huber* Director, Vice President and General Counsel
-------------------------------
J. Barry May* Director
-------------------------------
Robert P. Restrepo, Jr.* Director
-------------------------------
Eric A. Simonsen* Director and Vice President
-------------------------------
Gregory D. Tranter* Director and Vice President
-------------------------------
</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 September 18, 2000 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
