<PAGE>
File Nos. 333-81017
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. 2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29
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. 2 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Pioneer XtraVision
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. 1 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 Fees and Expenses; Summary of Contract Features
4....................................................Condensed Financial Information; Performance Information
5....................................................Description of the Company, the Variable Account, and the Underlying Investment
Companies
6....................................................Charges and Deductions
7....................................................Description of the Contract -- the Accumulation Phase
8....................................................Electing the Annuity Date; Description of Annuity Payout Options; Annuity
Benefit Payments
9....................................................Death Benefit
10...................................................Payments; Computation of Values; Distribution
11...................................................Surrender and Withdrawals; Surrender Charge; Withdrawal Without Surrender
Charge; Texas Optional Retirement Program
12...................................................Federal Tax Considerations
13...................................................Legal Matters
14...................................................Statement of Additional Information -- Table of Contents
15...................................................Cover Page
16...................................................Table of Contents
<PAGE>
17...................................................General Information and History
18...................................................Services
19...................................................Underwriters
20...................................................Underwriters
21...................................................Performance Information
22...................................................Annuity Benefit Payments
23...................................................Financial Statements
</TABLE>
<PAGE>
The Pioneer XtraVision Prospectus was previously filed in Registrant's
Post-Effective Amendment No. 1 on April 21, 2000, and is incorporated by
reference herein (herein referred to as "Prospectuses A").
<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER XTRAVISION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 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.
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
<PAGE>
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..... $101 $161 $214 $302
AIM V.I. Aggressive Growth Fund......... $101 $159 $211 $296
<CAPTION>
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pioneer Small Company VCT Portfolio..... $107 $179 $243 $363
AIM V.I. Aggressive Growth Fund......... $107 $177 $241 $358
<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..... $34 $103 $174 $363
AIM V.I. Aggressive Growth Fund......... $33 $101 $171 $358
</TABLE>
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in the
following twenty-six Underlying Portfolios:
<TABLE>
<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>
<PAGE>
The following paragraph under "WHO ARE THE INVESTMENT ADVISER OF THE UNDERLYING
PORTFOLIOS?" is amended to read as follows:
Pioneer Investment Management, Inc. is the investment adviser to each Portfolio
of Pioneer Variable Contracts Trust. A I M Advisors, Inc. is the investment
adviser for the AIM V.I. Capital Appreciation Fund and AIM V.I. Aggressive
Growth Fund of AIM Variable Insurance Funds. Alliance Capital Management, L.P.
serves as the investment adviser to the Alliance Premier Growth Portfolio and
Alliance Technology Portfolio of Alliance Variable Products Series Fund, Inc.
Delaware Management Company is the investment adviser for the DGPF Growth
Opportunities Series and DGPF Select Growth Series of Delaware Group Premium
Fund. The investment adviser for Franklin Small Cap Fund is Franklin Advisers,
Inc. Templeton Investment Counsel, Inc. is the adviser to the Templeton Asset
Strategy Fund and the Templeton International Smaller Companies Fund of Franklin
Templeton Variable Insurance Products Trust. The investment adviser for the Van
Kampen LIT Emerging Growth Portfolio of the Van Kampen Life Investment Trust is
Van Kampen Asset Management Inc.
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.
* * *
SUPPLEMENT DATED DECEMBER 14, 2000
<PAGE>
The Pioneer XtraVision Prospectus was previously filed in Registrant's
Post-Effective Amendment No. 1 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 XTRAVISION
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 XtraVision contract (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.
***
The following two portfolios are being added to the following Pioneer XtraVision
Contract Performance Tables 1A, 1B, 2A, and 2B:
<PAGE>
<TABLE>
<CAPTION>
Table 1A
FOR YEAR SINCE
SUB-ACCOUNT 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
SUB-ACCOUNT 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 34.13% N/A 17.46%
<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 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) Commissions Schedule was previously filed on
June 18, 1999 in Registrant's initial Registration
Statement No. 333-81017/811-8848 and is
incorporated by reference herein. 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.
(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.
<PAGE>
EXHIBIT 4 The following documents were previously filed on June 18,
1999 in Registrant's initial Registration Statement
No. 333-81017/811-8848 and are incorporated by reference
herein.
(a) Contract Form A3028-99;
(b) Specification Pages Form A8028-99;
(c) Enhanced Death Benefit "EDB" Rider (Form 3264-99);
(d) Enhanced Death Benefit "EDB" Rider (Form 3265-99);
(e) Enhanced Death Benefit "EDB" Rider (Form 3266-99);
(f) Minimum Guaranteed Annuity Payout ("M-GAP") Rider
(Form 3269-99);
(g) Trail Employee Program Endorsement (Form 3274-99); and
(h) Trail Employee Program Endorsement (Form 3275-99).
EXHIBIT 5 Application Form SML-1468P was previously filed on
June 18, 1999 in Registrant's initial Registration
Statement No. 333-81017/811-8848 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 were
previously filed on October 8, 1999 in Pre-effective
Amendment No. 1 of Registration Statement No. 333-81017/
811-8848, and is incorporated by reference herein.
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
<PAGE>
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.
(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.
<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
Vice President and Treasurer Allmerica; 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>
<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>
<TABLE>
<CAPTION>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
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.)
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
<PAGE>
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
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
<PAGE>
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>
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.
<PAGE>
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, Separate Account IMO, Separate Account FUVUL, 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>
<PAGE>
(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.
(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.
<PAGE>
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON
SECTION 403(B) PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT
PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7 under
the 1940 Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter (Ref.
No. IP-6-88) issued on November 28, 1988 to the American Council of Life
Insurance, in applying the withdrawal restrictions of Internal Revenue Code
Section 403(b)(11). Registrant has taken the following steps in reliance on the
letter:
1. Appropriate disclosures regarding the redemption/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
(333-81017)
<PAGE>
EXHIBIT TABLE
Exhibit 8(b) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
