<PAGE>
File Nos. 33-85916
811-8848
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 15
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27
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 toparagraph (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. 15 under the Securities Act of 1933 is being
filed for the purposes of adding a supplements to the Pioneer Vision and
Pioneer Vision 2 Prospectuses 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.
14 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
<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
<S> <C>
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; Charges for Surrender and Withdrawal; Withdrawal
Without Surrender Charge; Texas Optional Retirement Program
12.........................Federal Tax Considerations
13.........................Legal Matters
14.........................Statement of Additional Information -- Table of Contents
<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>
The Pioneer Vision and Pioneer Vision 2 Prospectuses were previously filed in
Registrant's Post-Effective Amendment No.14 on April 21, 2000, and are
incorporated by reference herein (herein referred to as "Prospectuses A").
<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER 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
Two additional Sub-Accounts will be available under the Contract. The
Sub-Accounts will 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. 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 the AIM V.I. Capital
Appreciation Fund 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.
<PAGE>
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.
(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 Examples (1)(a),
(1)(b), (2)(a), and (2)(b):
<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio........ $88 $129 $171 $302
AIM V.I. Aggressive Growth Fund............ $88 $127 $168 $296
<CAPTION>
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio........ $90 $136 $183 $326
AIM V.I. Aggressive Growth Fund............ $90 $134 $180 $320
<CAPTION>
(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio........ $27 $84 $142 $302
AIM V.I. Aggressive Growth Fund............ $27 $82 $140 $296
<CAPTION>
(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio........ $30 $91 $155 $326
AIM V.I. Aggressive Growth Fund............ $29 $89 $152 $320
</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
variable 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:
<PAGE>
<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 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 utlized at one time.
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 summary of the 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 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.
The following is added to table (1) in paragraph 8 of APPENDIX D -- DIFFERENCES
UNDER THE PIONEER VISION CONTRACT (FORM A3023-95):
<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Aggressive Growth Fund............. $92 $151 $192 $302
Pioneer Small Company VCT Portfolio......... $91 $149 $190 $296
***
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Aggressive Growth Fund............. $94 $158 $205 $326
Pioneer Small Company VCT Portfolio......... $93 $156 $202 $320
</TABLE>
SUPPLEMENT DATED DECEMBER 14, 2000
<PAGE>
The Pioneer Vision and Pioneer Vision 2 Prospectuses were previously filed in
Registrant's Post-Effective Amendment No. 14 on April 21, 2000, and are
incorporated by reference herein (herein referred to as "Prospectuses B").
<PAGE>
SEPARATE ACCOUNT VA-P
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
PIONEER VISION AND VISION 2
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 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 ("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 Pioneer Vision 2
Contract and Pioneer Vision Contract (A3023-95) Performance Tables 1A, 1B, 2A,
and 2B:
PIONEER VISION 2 CONTRACT
<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
<CAPTION>
Table 1B
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
<CAPTION>
Table 2A
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO ENDED 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 35.63% N/A 18.80%
<CAPTION>
Table 2B
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO ENDED 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 42.64% N/A 21.99%
</TABLE>
PIONEER VISION CONTRACT (A3023-95)
<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>
<PAGE>
<TABLE>
<CAPTION>
Table 1B
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
<CAPTION>
Table 2A
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO ENDED 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 35.63% N/A 18.26%
<CAPTION>
Table 2B
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO ENDED 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 42.64% N/A 21.99%
</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, and is
incorporated by reference herein.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance Company
may hold the assets of the Registrant NOT pursuant to a trust
indenture or other such instrument.
EXHIBIT 3 (a) Underwriting and Administrative Services Agreement was
previously filed on April 24, 1998 in Post-Effective
Amendment No. 9, and is incorporated by reference
herein.
(b) Wholesaling Agreement and Amendment were previously
filed on April 24, 1998 in Post-Effective Amendment
No. 9, and are incorporated by reference herein.
(c) Sales Agreements with Commission Schedule were
previously filed on April 24, 1998 in Post-Effective
Amendment No. 9, and are incorporated by reference
herein.
(d) General Agent's Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 9, and is
incorporated by reference herein.
(e) Career Agent Agreement was previously filed on April 24,
1998 in Post-Effective Amendment No. 9, and is
incorporated by reference herein.
(f) Registered Representative's Agreement was previously
filed on April 24, 1998 in Post-Effective Amendment
No. 9, and is incorporated by reference herein.
EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider was previously filed
on December 29, 1998 in Post-Effective Amendment No. 11, and
is incorporated by reference herein. Contract Form A was
previously filed on April 24, 1998 in Post-Effective
Amendment No. 9, and is incorporated by reference herein.
Contract Form B was previously filed in Post-Effective
Amendment No. 4 on May 1, 1996, and is incorporated by
reference herein.
<PAGE>
EXHIBIT 5 Application Form A was previously filed on April 24, 1998 in
Post-Effective Amendment No. 9, and is incorporated by
reference herein. Application Form B was previously filed in
Post-Effective Amendment No. 4, on May 1, 1996 and is
incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws were
previously filed in Registrant's initial Registration
Statement on November 3, 1994 and are incorporated by
reference herein. An Amendment to the Articles of
Incorporation and Bylaws were previously filed on October 1,
1996, and are incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom services were
previously filed on April 24, 1998 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 Schedule for Computation of Performance Quotations is filed
herewith.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Form of Amendment is filed herewith. Participation
Agreement with Pioneer was previously filed on April 24,
1998 in Post-Effective Amendment No. 9, 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 of
Registration Statement No. 333-11377/811-7799, and is
incorporated by reference herein.
(c) Form of Participation Agreement with Alliance is filed
herewith.
(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 is filed
herewith.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
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.
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
<PAGE>
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>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organization chart.
<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
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:
<PAGE>
- VEL Account, VEL II Account, VEL Account III, Separate Account
SPL-D, Separate Account IMO, Select Account III, Inheiritage
Account, Separate Account IMO, Separate Account FUVUL, 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
- 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
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
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
</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
<PAGE>
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.
(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 Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following
<PAGE>
steps in reliance on the letter:
1. Appropriate disclosures regarding the redemption/withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have been
included in the prospectus of each registration statement used in
connection with the offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption/withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have been
included in sales literature used in connection with the offer of the
Company's variable contracts.
3. Sales Representatives who solicit participants to purchase the variable
contracts have been instructed to specifically bring the
redemption/withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(i) the restrictions on redemption/withdrawal imposed by the Program
and by Section 403(b)(11) and (ii) the investment alternatives
available under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.
Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Worcester, and Commonwealth of Massachusetts, on the 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
(33-85916)
<PAGE>
EXHIBIT TABLE
Exhibit 8(b) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
