<PAGE>
File No. 33-86664
811-8872
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post Effective Amendment No. 7
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8
SEPARATE ACCOUNT VA-P of
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)
Abigail M. Armstrong, Secretary and Counsel
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
_X_ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a) (1)
___ on (date) pursuant to paragraph (a) (1)
___ on (date) pursuant to paragraph (a) (2) of Rule 485
___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that an indefinite amount of its securities is being
registered under the Securities Act of 1933. The Rule 24f-2 Notice for the
issuer's fiscal year ended December 31, 1996 was filed on February 28, 1997.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
1.....................Cover Page
2.....................Special Terms
3.....................Summary; Annual and Transaction Expenses
4.....................Condensed Financial Information; Performance Information
5.....................Description of the Company, the Separate Account and
Pioneer Variable Contracts Trust
6.....................Charges and Deductions
7.....................Description of the Contract
8.....................Electing the Form of Annuity and the Annuity Date;
Description of Variable Annuity Option; Annuity Benefit
Payment
9.....................Death Benefit
10....................Payments; Computation of Values; Distribution
11....................Surrender; Withdrawals; Charge for Surrender and
Withdrawal; Withdrawal Without Surrender Charge; Texas
Optional Retirement Program
12....................Federal Tax Considerations
13....................Legal Matters
14....................Statement of Additional Information-Table of Contents
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ----------------- ----------------------------------------------
15....................Cover Page
16....................Table of Contents
17....................General Information and History
18....................Services
19....................Underwriters
<PAGE>
20....................Underwriters
21....................Performance Information
22....................Annuity Payments
23....................Financial Statements
<PAGE>
This Post-effective Amendment No. 7 under the Securities Act of 1933 is
being filed for the purposes of adding a supplement to the prospectus and
Statement of Additional Information of Separate Account of VA-P of First
Allmerica Financial Life Insurance Company dated May 1, 1997 and to generally
update corporate information for the Company and the Registrant in Part C.
All other pertinent information regarding this Registration Statement,
including the prospectus and Statement of Additional Information was
previously filed in Registrant's Post-effective Amendment No. 6 on April 30,
1997 and is incorporated herein by reference.
<PAGE>
SEPARATE ACCOUNT VA-P
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997
***
Effective October 31, 1997, two additional Sub-Accounts will be available
under the Contract. The Sub-Accounts will invest exclusively in shares of
the Growth Shares Portfolio or the Growth and Income Portfolio of the Pioneer
Variable Contracts Trust. As such, the following information supplements the
corresponding sections of the Prospectus. Please consult the Prospectus for
the full text of each supplemented section.
Under "1. THE PIONEER VISION 2 VARIABLE ANNUITY CONTRACT" on page P-1 of the
Profile, the word "ten" is substituted for the word "eight" in the second
sentence of the second paragraph.
Under "4. INVESTMENT OPTIONS" on page P-2 of the Profile, the following is
added to the listing of investment options: "Growth Shares Portfolio" and
"Growth and Income Portfolio."
Under "5. EXPENSES" in the Profile, the following is inserted into the table
on page P-3:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
END OF
------------
TOTAL ANNUAL INSURANCE TOTAL ANNUAL TOTAL ANNUAL (1) (2)
PORTFOLIO CHARGES PORTFOLIO EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ---------------------- ------------------ ------------ ------ --------
<S> <C> <C> <C> <C> <C>
Growth Shares Portfolio 1.44% 1.10%* 2.54% $86 $284
Growth and Income Portfolio 1.44% 1.05%* 2.49% $86 $279
</TABLE>
* Expenses have been estimated for newly formed Portfolios.
"GROWTH SHARES PORTFOLIO" is added after Capital Growth Portfolio and "GROWTH
AND INCOME PORTFOLIO" is added after Real Estate Growth in the listing of
Portfolios on page 1 of the Prospectus and to the listing of "UNDERLYING
PORTFOLIOS" under "SPECIAL TERMS" on page 4 of the Prospectus.
The description of the Variable Account under "WHAT ARE MY INVESTMENT
CHOICES?" on page 7 of the Prospectus is deleted and replaced with the
following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing
in the ten Portfolios of the Fund:
International Growth Portfolio Equity-Income Portfolio
Capital Growth Portfolio Balanced Portfolio
Growth Shares Portfolio Swiss Franc Bond Portfolio
Real Estate Growth Portfolio America Income Portfolio
Growth and Income Portfolio Money Market Portfolio
<PAGE>
The following information on the Growth Shares Portfolio and the Growth and
Income Portfolio is added to the annual expenses table on page 10 of the
Prospectus:
PORTFOLIOS ANNUAL GROWTH GROWTH
EXPENSES SHARES AND INCOME
-------- ------ ----------
Management Fee. . . . . . . . . . . 0.70% 0.65%
Other Expenses. . . . . . . . . . . 0.40%(1) 0.40%(1)
------ --------
Total Expenses. . . . . . . . . . . 1.10% 1.05%
(Expense Reduction)*. . . . . . . . (0.00%) (0.00%)
------ -------
Net Expenses. . . . . . . . . . . . 1.10% 1.05%
AFTER FEE & EXPENSE
REDUCTIONS
Management Fees . . . . . . . . . . 0.70% 0.65%
Other Expenses. . . . . . . . . . . 0.40%(1) 0.40%(1)
--------- --------
Total Expenses. . . . . . . . . . . 1.10% 1.05%
(1) The Growth Shares and Growth and Income Portfolios commenced operations on
October 31, 1997, therefore, expenses are estimated and should not be considered
representative of future expenses. Actual expenses may be greater or less than
those shown.
* The total expense limitation for the Growth Shares and Growth and Income
Portfolios is currently set at 1.25% of the average daily net assets which is
higher than the first year estimated expenses.
The following cumulative expense information is added to Examples 1 and 2 on
page 11 of the Prospectus:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------
(1)
Growth Shares. . . . . . . . $86 $124 $162 $284
Growth and Income. . . . . . $86 $122 $160 $279
(2)
Growth Shares . . . . . . . $25 $78 $133 $284
Growth and Income. . . . . . $25 $77 $131 $279
The following summary of the investment objectives and policies of the Growth
Shares Portfolio is inserted as the third Portfolio summary and that of the
Growth and Income is inserted as the fifth summary under "INVESTMENT
OBJECTIVES AND POLICIES" beginning on page 15 of the Prospectus:
GROWTH SHARES PORTFOLIO - seeks appreciation of capital through
investments in common stock, together with preferred stocks, bonds,
and debentures which are convertible into common stocks. Current
income will be incidental to the Portfolio's primary objective.
GROWTH AND INCOME PORTFOLIO - seeks reasonable income and growth by
investing in a broad list of carefully selected, reasonable priced
securities.
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 16 of the Prospectus:
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
------------------------
Growth Shares Portfolio . . . . . . . . . . . . . . 0.70%
Growth and Income Portfolio . . . . . . . . . . . . 0.65%
Supplement Dated October 31, 1997
<PAGE>
SEPARATE ACCOUNT VA-P
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1997
***
The third and fourth paragraphs of page 2 under "GENERAL
INFORMATION AND HISTORY" are revised in their entirety to read as
follows:
Ten Sub-Accounts of the Variable Account are available under the
Contract. Each Sub-Account invests in a corresponding investment
portfolio of Pioneer Variable Contracts Trust (the "Fund").
The Fund is an open-end, diversified management investment company.
The Fund currently consists of ten different investment
portfolios: Capital Growth Portfolio, International Growth
Portfolio, Growth Shares Portfolio, Real Estate Growth Portfolio,
Growth and Income Portfolio, Equity-Income Portfolio, America
Income Portfolio, Swiss Franc Bond Portfolio and the Money Market
Portfolio ("Underlying Portfolios").
Footnote 23 under "Notes to Financial Statements" on page F-37 is
deleted and replaced in its entirety with the following:
23. SUBSEQUENT EVENTS (UNAUDITED)
On April 14, 1997, the Company entered into an agreement in
principle to transfer the Company's individual disability income
business under a 100% coinsurance agreement to Metropolitan Life
Insurance Company. The coinsurance agreement became effective
October 1, 1997. The transaction has resulted in the recognition
of a $53.9 million pre-tax loss in the first quarter of 1997.
On July 16, 1997, Allmerica Financial Corporation announced the
closing of the merger ("Merger") of Allmerica P&C and AFC. Through
the transaction, AFC acquired the approximately 24.2 million shares
of Allmerica P&C that it did not already own, indirectly through
FAFLIC, for approximately $426 million in cash and 9.7 million
shares of AFC common stock. On July 15, 1997, the Certificate of
Incorporation of Allmerica P&C was amended and restated to
authorize a Class B Common Stock of Allmerica P&C, $5.00 par value.
Immediately prior to consummation of the Merger, each share of
Allmerica P&C Common Stock owned by AFC and its subsidiaries was
exchanged for one share of Class B Common Stock.<PAGE>
<PAGE>
In late July 1997, a lawsuit was instituted in Louisiana against
Allmerica Financial Corporation and certain of its subsidiaries,
including the Company, by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contracts, misrepresentation
and related claims in the sale of life insurance policies. The
plaintiffs seek to be certified as a class. The Company intends to
defend the lawsuit vigorously.
Supplement Dated October 31, 1997
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for First Allmerica Life Insurance Company and
Financial Statements for Separate Account VA-P of First Allmerica Financial
Life Insurance Company were previously filed in Post-effective Amendment
No. 6 on April 30, 1997 and are incorporated by reference herein.
Financial Statements Included in Part C
None
(B) EXHIBITS
EXHIBIT 1 Vote of the Board of Directors dated August 20, 1991 was
previously filed in Registrant's initial Registration Statement
on November 22, 1994 and is herein incorporated by reference.
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) Form of Underwriting and Administrative Services Agreement
was previously filed in Registrant's initial Registration
Statement on November 22, 1994 and is herein incorporated
by reference.
(B) Wholesaling Agreement was filed on October 1, 1995 in
Registration Statement No. 1 and is incorporated by
reference herein.
(C) Broker's Agreement and Specimen Schedule of Sales
Commissions for Variable Annuity Policies were previously
filed on November 3, 1994 in Registration Statement
No. 33-85916, and are herein incorporated by reference.
EXHIBIT 4 Proposed Form of Policy Form A was previously filed in
Registrant's initial Registration Statement on November 22,
1994 and is herein incorporated by reference. Specimen Policy
Form B was filed on May 1, 1996 in Post-Effective Amendment
No. 4 and is incorporated by reference herein.
EXHIBIT 5 Proposed Form of Application Form A was previously filed in
Registrant's initial Registration Statement on November 22,
1994 and is herein incorporated by reference. Specimen
Application Form B was filed on May 1, 1996 in Post-Effective
Amendment No. 4 and is incorporated by reference herein.
EXHIBIT 6 (A) The Depositor's restated Articles of Incorporation were
previously filed on October 1, 1995, in Post-Effective
Amendment No. 1 and are incorporated herein by reference.
<PAGE>
(B) The Depositor's revised Bylaws were filed on April 30,
1996 and are incorporated herein by reference.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (A) AUV Calculation Services Agreement with The Shareholder
Services Group dated March 31, 1995 was previously and is
incorporated by reference herein.
EXHIBIT 9 Consent and Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 None.
EXHIBIT 14 Participation Agreement dated December 22, 1994 among the
Company and Pioneer was previously filed on March 29, 1995 in
Pre-Effective Amendment No. 1 and is incorporated by reference
herein.
ITEM 25. DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01553
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
- ----------------- ------------------------------
Bruce C. Anderson, Director Director of First Allmerica
and Vice President since 1996; Vice President,
First Allmerica
Abigail M. Armstrong, Secretary of First Allmerica
Secretary and Counsel since 1996; Counsel, First
Allmerica
John P. Kavanaugh, Director, Director and Chief Investment
Vice President and Chief Officer of First Allmerica
Investment Officer since 1996; Vice President,
First Allmerica since 1991
John F. Kelly, Director, Director of First Allmerica
Senior Vice President and since 1996; Senior Vice
General Counsel President, General Counsel and
Assistant Secretary, First Allmerica
J. Barry May, Director Director of First Allmerica since
1996; Director and President, The
Hanover Insurance Company since 1996;
Vice President, The Hanover Insurance
Company, 1993 to 1996
James R. McAuliffe, Director Director of First Allmerica since
1996; President and CEO, Citizens
Insurance Company of America since
1994; Vice President 1982 to 1994
and Chief Investment Officer, First
Allmerica 1986 to 1994
<PAGE>
John F. O'Brien, Director, Director, Chairman of the
Chairman of the Board, Board, President and Chief
President and Chief Executive Executive Officer, First Allmerica
Officer since 1989
Edward J. Parry, III, Director and Chief Financial
Director, Vice President, Officer of First Allmerica
Chief Financial Officer since 1996; Vice President and
and Treasurer Treasurer, First Allmerica since 1993
Richard M. Reilly, Director Director of First Allmerica since
and Vice President 1996; Vice President, First Allmerica
since 1990; Director, Allmerica
Investments, Inc. since 1990; Director
and President, Allmerica Investment
Management Company, Inc. since 1990
Eric A. Simonsen, Director Director of First Allmerica
and Vice President since 1996; Vice President,
First Allmerica since 1990;
Chief Financial Officer,
First Allmerica 1990 to 1996
Phillip E. Soule, Director Director of First Allmerica
and Vice President since 1996; Vice President,
First Allmerica
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organizational chart.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
NAME ADDRESS TYPE OF BUSINESS
----- --------- ------------------
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset 440 Lincoln Street Investment advisory services
Management Limited Worcester MA 01653
Allmerica Asset 440 Lincoln Street Investment advisory services
Management, Inc. Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical
Worcester MA 01653 services
Allmerica Equity Index 440 Lincoln Street Massachusetts Grantor Trust
Pool Worcester MA 01653
Allmerica Financial 100 North Parkway Multi-line property and
Alliance Insurance Worcester MA 01605 casualty insurance
Company
Allmerica Financial 100 North Parkway Multi-line property and
Benefit Insurance Worcester MA 01605 casualty insurance
Company
Allmerica Financial 440 Lincoln Street Holding Company
Corporation Worcester MA 01653
<PAGE>
Allmerica Financial 440 Lincoln Street Insurance Broker
Insurance Brokers, Inc. Worcester MA 01653
Allmerica Financial Life 440 Lincoln Street Life insurance, accident and
Insurance and Annuity Worcester MA 01653 health insurance, annuities,
Company (formerly known variable annuities and
as SMA Life Assurance variable life insurance
Company)
Allmerica Financial 440 Lincoln Street Insurance Agency
Services Insurance Worcester MA 01653
Agency, Inc.
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding
Worcester MA 01653 vehicle for commercial paper
Allmerica Funds 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica, Inc. 440 Lincoln Street Common employer for
Worcester MA 01653 Allmerica Financial
Corporation entities
Allmerica 440 Lincoln Street Accounting, marketing and
Institutional Worcester MA 01653 shareholder services for
Services, Inc. investment companies
(formerly known as 440
Financial Group of
Worcester, Inc.)
Allmerica Investment 440 Lincoln Street Investment advisory services
Management Company, Inc. Worcester MA 01653
Allmerica Investments, 440 Lincoln Street Securities, retail
Inc. Worcester MA 01653 broker-dealer
Allmerica Investment 440 Lincoln Street Investment Company
Trust Worcester MA 01653
Allmerica Plus 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Property & 440 Lincoln Street Holding Company
Casualty Companies, Worcester MA 01653
Inc.
Allmerica Securities 440 Lincoln Street Investment Company
Trust Worcester MA 01653
Allmerica Services 440 Lincoln Street Internal administrative
Corporation Worcester MA 01653 services provider
to Allmerica Financial
Corporation entities
Allmerica Trust 440 Lincoln Street Limited purpose national
Company, N.A. Worcester MA 01653 trust company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
APC Funding Corp. 440 Lincoln Street Special purpose funding
Worcester MA 01653 vehicle for commercial paper
Beltsville Drive 440 Lincoln Street Real estate partnership
Limited Partnership Worcester MA 01653
<PAGE>
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance 645 West Grand River Multi-line property
Company of America Howell MI 48843 and casualty insurance
Citizens Insurance 333 Pierce Road Multi-line property
Company of Illinois Itasca IL 60143 and casualty insurance
Citizens Insurance 3950 Priority Way Multi-line property
Company of the Midwest South Drive, Suite 200 and casualty insurance
Indianapolis IN 46280
Citizens Insurance 8101 N. High Street Multi-line property
Company of Ohio P.O. Box 342250 and casualty insurance
Columbus OH 43234
Citizens Management, 645 West Grand River Services management company
Inc. Howell MI 48843
First Allmerica 440 Lincoln Street Life, pension, annuity,
Financial Life Worcester MA 01653 accident and health
Insurance Company insurance company
(formerly State Mutual
Life Assurance Company
of America)
Greendale Special 440 Lincoln Street Massachusetts Grantor Trust
Placements Fund Worcester MA 01653
The Hanover American 100 North Parkway Multi-line property
Insurance Company Worcester MA 01605 and casualty insurance
The Hanover Insurance 100 North Parkway Multi-line property
Company Worcester MA 01605 and casualty insurance
Hanover Texas 801 East Campbell Road Attorney-in-fact
Insurance Management Richardson TX 75081 for Hanover Lloyd's
Company, Inc. Insurance Company
Hanover Lloyd's 801 East Campbell Road Multi-line property
Insurance Company Richardson TX 75081 and casualty insurance
Linder Skokie Real 440 Lincoln Street Real estate holding
Estate Corporation Worcester MA 01653 company
Lloyds Credit 440 Lincoln Street Premium financing
Corporation Worcester MA 01653 service franchises
Logan Wells Water 603 Heron Drive Water Company serving land
Company, Inc. Bridgeport NJ 08014 development investment
Massachusetts Bay 100 North Parkway Multi-line property
Insurance Company Worcester MA 01605 and casualty insurance
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
<PAGE>
Somerset Square, Inc. 440 Lincoln Street Real estate
Worcester MA 01653 holding company
Sterling Risk 440 Lincoln Street Risk management services
Management Services, Inc. Worcester MA 01653
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 1, 1997 the Separate Account had 15 Qualified Contract Owners
and 66 Non-Qualified Contract Owners.
ITEM 28. INDEMNIFICATION
To the fullest extent permissible under Massachusetts General Laws, no
director shall be personally liable to the Company or any policyholder for
monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law to the contrary; provided, however,
that this provision shall not eliminate or limit the liability of a
director:
1. for and breach of the director's duty of loyalty to the Company or its
policyholders;
2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;
3. for liability, if any, imposed on directors of mutual insurance
companies pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c. 156B
Section 62;
4. for any transactions from which the director derived an improper
personal benefit.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:
- VEL Account, VEL II Account, Inheiritage Account, Separate Accounts
VA-A, VA-B, VA-C, VA-G, VA-H, Separate Account VA-K, Separate
Account VA-P, Allmerica Select Separate Account II, Group VEL
Account, Separate Account KG, Separate Account KGC, Fulcrum
Separate Account, Fulcrum Variable Life Separate, 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, Group VEL, Separate Account KG, Separate Account KGC,
Fulcrum Separate Account, Fulcrum Variable Life Separate Account and
Allmerica Select Separate Account of First Allmerica Financial Life
Insurance Company
- Allmerica Investment Trust
<PAGE>
(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
Emil J. Aberizk Vice President and Chief Compliance
Officer
Abigail M. Armstrong Secretary and Counsel
Richard F. Betzler, Jr. Vice President
Philip J. Coffey Vice President
Thomas P. Cunningham Vice President, Chief Financial Officer
and Controller
John F. Kelly Director
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker Director, President and Chief Executive
Officer
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark Steinberg Senior Vice President
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3
thereunder are maintained by the Company at 440 Lincoln Street, Worcester,
Massachusetts.
ITEM 31. MANAGEMENT SERVICES
Effective March 31, 1995, the Company provides daily unit value
calculations and related services for the Company's variable accounts.
ITEM 32. UNDERTAKINGS
(a) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary
and periodic information, documents, and reports as may be prescribed
by any rule or regulation of the Commission heretofore or hereafter
duly adopted pursuant to authority conferred in that section.
<PAGE>
(b) The registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The registrant hereby undertakes to deliver a Statement of Additional
Information promptly upon written or oral request, according to the
requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, 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 First Allmerica Financial Life Insurance
Company ("Company"), states that it is (a) relying on Rule 6c-7 under the
1940 Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter
(Ref. No. IP-6-88) issued on November 28, 1988 to the American Council of
Life Insurance, in applying the withdrawal restrictions of Internal Revenue
Code Section 403(b)(11). Registrant has taken the following steps in
reliance on the letter:
1. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption/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 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.
<PAGE>
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>
<TABLE>
<CAPTION>
<S> <C>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
________________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
40.5% |
100%
Logan Wells
Water Company,
Inc.
New Jersey
______________________________________________________________________________________________________________________
| | | | | |
59.5% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Somerset Allmerica Allmerica
Property Management Trust Square, Inc. Financial Life Institutional
& Casualty Services, Inc. Company, N.A. Insurance and Services, Inc.
Companies, Inc. Annuity Company
Federally
Delaware Delaware Chartered Massachusetts Delaware Massachusetts
|
___________________________________________________________________________
| | | |
100% 100% 100% 100%
APC The Hanover Allmerica Citizens
Funding Corp. Insurance Financial Insurance
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois
|
______________________________________________________________________________________________________________________
| | | | | |
100% 100% 100% 100% 82.5% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts
Financial Plus American Insurance Corporation Bay Insurance
Benefit Insurance Insurance Management Company
Insurance Agency, Inc. Company Company, Inc.
Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire
|
________________________________________________________
| | |
100% 100% 100%
Citizens Citizens Insurance Citizens
Insurance Company of Insurance
Company of Ohio America Company of the
Midwest
Ohio Michigan Indiana
|
_______________
100%
Citizens
Management Inc.
Michigan
July 31, 1997
<CAPTION>
ALLMERICA FINANCIAL CORPORATION
Delaware
| | | | | |
______________________________________________________________________________________________
100% 100% 100% 100% 100% 100%
Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Reinsurance
Insurance Corporation Company Limited
Company
Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
|
_______________________________________________
|
100%
SMA
Financial Corp.
Massachusetts
|
________________________________________________________________________________________________________________________________
| | | | | | |
100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Linder Allmerica Allmerica
Investments, Investment Asset Financial Services Skokie Asset Benefits,
Inc. Management Management, Insurance Real Estate Management, Inc.
Company, Inc. Inc. Agency, Inc. Corporation Limited
Massachusetts Massachusetts Massachusetts Massachusetts Massachusetts Bermuda Florida
________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund
Massachusetts Massachusetts Massachusetts
_____________________________________
| | Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica Allmerica
Alliance Investment Trust Funds Securities
Insurance Trust
Company
Massachusetts Massachusetts Massachusetts
New Hampshire Massachusetts
|
|
100% Affiliated Management Investment Companies
Lloyd's
Credit Hanover Lloyd's
Corporation Insurance
Company
Massachusetts Texas
Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of the Hanover
Insurance Company
Beltsville
AAM High Drive
Yield Fund, Properties
L.L.C. Limited
Partnership
Massachusetts
Delaware
LLC established for the benefit of
First Allmerica, Allmerica Limited partnership involving First Allmerica, as
Financial Life, Hanover and general partner and Allmerica Financial Life as
Citizens limited partner
</TABLE>
<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 the
requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Worcester, and Commonwealth of Massachusetts
on the 24th day of October, 1997.
SEPARATE ACCOUNT VA-P OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Abigail M. Armstrong
-------------------------
Abigail M. Armstrong
Secretary and Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- --------- --------
/s/ John F. O'Brien Director, President and October 24, 1997
- --------------------- Chief Executive Officer
John F. O'Brien
/s/ Bruce C. Anderson Director and Vice President
- ---------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Vice President
- ---------------------
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and
- --------------------- Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Senior Vice President
- --------------------- and General Counsel
John F. Kelly
/s/ J. Barry May Director
- ---------------------
J.Barry May
/s/ James R. McAuliffe Director
- ---------------------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President, Treasurer
- --------------------- and Chief Financial Officer
Edward J. Parry, III
/s/ Richard M. Reilly Director and Vice President
- ---------------------
Richard M. Reilly
/s/ Eric A. Simonsen Director, Vice President and
- --------------------- Chief Financial Officer
Eric A. Simonsen
/s/ Phillip E. Soule Director and Vice President
- ---------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 9 Consent and Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
EXHIBIT 9
October 24, 1997
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT VA-P (PIONEER VISION)
FILE #'S: 33-86664 AND 811-8872
Gentlemen:
In my capacity as Counsel of First Allmerica Financial Life Insurance Company
(the "Company"), I have participated in the preparation of the Post-Effective
Amendment to the Registration Statement for Separate Account VA-P on Form N-4
under the Securities Act of 1933 and the Investment Company Act of 1940, with
respect to the Company's group variable annuity policies.
I am of the following opinion:
1. Separate Account VA-P is a separate account of the Company validly
existing pursuant to the Massachusetts Insurance Code and the regulations
issued thereunder.
2. The assets held in Separate Account VA-P are not chargeable with
liabilities arising out of any other business the Company may conduct.
3. The group variable annuity policies, when issued in accordance with the
Prospectus contained in the Registration Statement and upon compliance with
applicable local law, will be legal and binding obligations of the Company
in accordance with their terms and when sold will be legally issued, fully
paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement of Separate Account
VA-P filed under the Securities Act of 1933.
Very truly yours,
/s/ Sylvia Kemp-Orino
---------------------
Sylvia Kemp-Orino
Assistant Vice President and Counsel
<PAGE>
EXHIBIT 10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-effective Amendment No. 7 to the Registration
Statement on Form N-4 of our report dated February 3, 1997, except as to
Notes 1 and 2, which are as of February 19, 1997, and our report dated March
26, 1997 relating to the financial statements of Separate Account VA-P
Pioneer Vision of First Allmerica Financial Life Insurance Company, both of
which appear in such Statement of Additional Information. We also consent to
the reference to us under the heading "Experts" in such Statement of
Additional Information.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
October 30, 1997
