<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. 9
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11
SEPARATE ACCOUNT VA-P OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Abigail M. Armstrong, Secretary and Counsel
First 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 October 30, 1998 pursuant to Paragraph (b) of Rule 485
-----
60 days after filing pursuant to Paragraph (a) (1) of Rule 485
-----
on (date) pursuant to Paragraph (a) (1) of Rule 485
-----
this post-effective amendment designates a new effective
-----
date for a previously filed post-effective amendment
VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940
("the 1940 Act"), Registrant has registered an indefinite amount of its
securities under the Securities Act of 1933 ("the 1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1997 was filed on
March 27, 1998.
<PAGE>
This Post-Effective Amendment No. 9 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Prospectus and Statement of
Additional Information of Separate Account VA-P of First Allmerica Financial
Life Insurance Company dated May 1, 1998 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. 8 on April 24, 1998 and is incorporated by
reference herein.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
<S> <C>
1 . . . . . . . . . . . . . . . . .Cover Page
2 . . . . . . . . . . . . . . . . .Special Terms
3 . . . . . . . . . . . . . . . . .Summary; Annual and Transaction Expenses
4 . . . . . . . . . . . . . . . . .Condensed Financial Information; Performance Information
5 . . . . . . . . . . . . . . . . .Description of the Company, the Variable 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 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
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 Benefit Payments
23. . . . . . . . . . . . . . . . .Financial Statements
</TABLE>
<PAGE>
SEPARATE ACCOUNT VA-P
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998
***
Effective October 30, 1998, two additional Sub-Accounts will be available under
the Contract. The Sub-Accounts will invest exclusively in shares of the
Emerging Markets Portfolio or the Europe 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 "twelve" is substituted for the word "ten" 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: "Emerging Markets Portfolio" and "Europe
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 (2)
PORTFOLIO CHARGES PORTFOLIO EXPENSES CHARGES 1 YEAR 10 YEARS
- --------------------- ----------------------- ------------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C>
Emerging Markets Portfolio 1.44% 1.68%* 3.12% $92 $340
Europe Portfolio 1.44% 1.48%* 2.92% $90 $321
</TABLE>
The footnote under "5. EXPENSES" in the Profile, is amended to add the
following:
* Portfolio expenses are estimated for the Emerging Markets and Europe
Portfolios which commenced operations on October 30, 1998. In addition,
Pioneering Management Corporation has agreed voluntarily to waive its management
fee and/or make other arrangements, if necessary, to reduce portfolio expenses.
For more information, see the Fee Table in the Prospectus for the Contract.
"EMERGING MARKETS PORTFOLIO" is added before and "EUROPE PORTFOLIO" is added
after International Growth Portfolio in the listing of Portfolios on page 1 of
the Prospectus and to the listing of "UNDERLYING PORTFOLIOS" under "SPECIAL
TERMS" on page 5 of the Prospectus.
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
on page 8 of the Prospectus is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in the
twelve Portfolios of the Fund:
Emerging Markets Portfolio Growth and Income Portfolio
International Growth Portfolio Equity-Income Portfolio
Europe Portfolio Balanced Portfolio
Capital Growth Portfolio Swiss Franc Bond Portfolio
Growth Shares Portfolio America Income Portfolio
Real Estate Growth Portfolio Money Market Portfolio
<PAGE>
The following information on the Emerging Markets Portfolio and the Europe
Portfolio is added to the Portfolio Expenses table on page 12 of the Prospectus:
<TABLE>
<CAPTION>
Other Expenses Total Portfolio Expenses
Management Fee (After Applicable (After Waivers/
(After Voluntary Reimbursements and Reimbursements and
Portfolio Waivers) Offsets) Offsets)
- --------- ---------------- ------------------ ------------------------
<S> <C> <C> <C>
Emerging Markets Portfolio(1). . . . . . 1.15% 0.53% 1.68%
Europe Portfolio(1). . . . . . . . . . . 1.00% 0.48% 1.48%
</TABLE>
Footnote 1 on page 12 of the Prospectus is amended to add the following:
(1) The Emerging Markets and Europe Portfolios commenced operations on October
30, 1998, therefore, expenses are estimated and should not be considered
representative of future expenses. Actual expenses may be greater or less than
those shown.
The paragraph following Footnote 3 on page 12 of the Prospectus is amended in
its entirety as follows:
Pioneering Management Corporation ("Pioneer") is the investment adviser to each
Portfolio. As of the date of this prospectus, Pioneer has agreed voluntarily to
limit its management fee and/or reimburse each Portfolio for expenses to the
extent that total expenses will not exceed 1.75% for the Emerging Markets
Portfolio; 1.50% for the International Growth Portfolio; 1.50% for the Europe
Portfolio; 1.25% for the Growth Shares Portfolio, the Real Estate Portfolio, the
Growth and Income Portfolio, the Swiss Franc Bond Portfolio and the America
Income Portfolio and 1.00% for the Money Market Portfolio. The declaration of a
voluntary limitation and/or reimbursement in any year does not bind the Manager
to declare future expense limitations with respect to these funds. These
limitations/waivers may be terminated at any time with notice.
The following cumulative expense information is added to Examples 1 and 2 on
page 13 of the Prospectus:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
(1) ----------------------------------------------------
<S> <C> <C> <C> <C>
Emerging Markets. . . . $92 $140 $190 $340
Europe. . . . . . . . . $90 $135 $180 $321
(2)
Emerging Markets. . . . $31 $ 95 $162 $340
Europe. . . . . . . . . $29 $ 89 $152 $321
</TABLE>
Under "PIONEER VARIABLE CONTRACTS TRUST" on page 19 of the Prospectus, the word
"twelve" is substituted for the word "ten" and "EMERGING MARKETS PORTFOLIO" and
"EUROPE PORTFOLIO" are added before International Growth Portfolio in the second
sentence of the second paragraph.
The following summary of the investment objectives and policies of the Emerging
Markets Portfolio is inserted as the first Portfolio summary and that of the
Europe Portfolio is inserted as the second summary under "INVESTMENT OBJECTIVES
AND POLICIES" on page 20 of the Prospectus.:
EMERGING MARKETS PORTFOLIO - seeks long-term growth of capital. The
Portfolio invests primarily in securities of issuers in countries with
emerging economies or securities markets and related depositary
receipts.
EUROPE PORTFOLIO - seeks long-term growth of capital. The Portfolio
invests in a diversified portfolio consisting primarily of securities
of European companies and in depositary receipts for such securities.
<PAGE>
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 21 of the Prospectus:
<TABLE>
<CAPTION>
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
------------------------
<S> <C>
Emerging Markets Portfolio . . . . . . . . . . . . . 1.15%
Europe Portfolio . . . . . . . . . . . . . . . . . . 1.00%
</TABLE>
The following is added to table (1) in paragraph 7 of "APPENDIX C --
DIFFERENCES UNDER THE PIONEER VISION CONTRACT (FORM A3023-95)" on page C-3 of
the Prospectus:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Markets...... $95 $162 $211 $340
Europe................ $94 $156 $202 $321
</TABLE>
Supplement Dated October 30, 1998
<PAGE>
SEPARATE ACCOUNT VA-P
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1998
***
The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY" is revised
in its entirety to read as follows:
Twelve Sub-Accounts of the Variable Account are available under the Pioneer
Vision 2 contract ("the Contract") and Pioneer Vision (3023-95), a
predecessor contract no longer being sold. (Pioneer Vision 2 and Pioneer
Vision (3023-95) are referred to collectively as "the contracts.") Each
Sub-Account invests in a corresponding investment portfolio of Pioneer
Variable Contracts Trust (the "Fund"), an open-end, registered management
investment company. The Fund currently consists of the following twelve
investment portfolios: Emerging Markets Portfolio, International Growth
Portfolio, Europe Portfolio, Capital Growth Portfolio, Growth Shares
Portfolio, Real Estate Growth Portfolio, Growth and Income Portfolio,
Equity-Income Portfolio, Balanced Portfolio, Swiss Franc Bond Portfolio,
America Income Portfolio and the Money Market Portfolio ("Underlying
Portfolios"). Each Underlying Portfolio has its own investment objectives
and certain attendant risks.
Supplement Dated October 30, 1998
<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. 8 on April 24, 1998 and are incorporated by reference herein.
Financial Statements Included in Part C
None
(b) EXHIBITS
EXHIBIT 1 Vote of the Board of Directors authorizing Establishment of
Registrant dated August 20, 1991 was previously filed on April
24, 1998 in Post-Effective Amendment No. 8 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 in Post-Effective Amendment No. 8 on
April 24, 1998 and is incorporated by reference herein.
(b) Wholesaling Agreement was previously filed on October
1, 1995 in Registration Statement No. 1 and is
incorporated by reference herein. Amendment to
Wholesaling Agreement was previously filed in
Post-Effective Amendment No. 8 on April 24, 1998 and is
incorporated by reference herein.
(c) Sales Agreements with Commission Schedule were
previously filed in Post-Effective Amendment No. 8 on
April 24, 1998 and are incorporated by reference
herein.
(d) General Agent's Agreement was previously filed in
Post-Effective Amendment No. 8 on April 24, 1998 and is
incorporated by reference herein.
(e) Career Agent Agreement was previously filed in
Post-Effective Amendment No. 8 on April 24, 1998 and is
incorporated by reference herein.
(f) Registered Representative's Agreement was previously
filed in Post-Effective Amendment No. 8 on April 24,
1998 and is incorporated by reference herein.
EXHIBIT 4 Contract Form A was previously filed in Post-Effective
Amendment No. 8 on April 24, 1998 and is incorporated by
reference herein. Specimen Contract Form B was previously
filed on May 1, 1996 in Post-Effective Amendment No. 4 and is
incorporated by reference herein.
<PAGE>
EXHIBIT 5 Application Form A was previously filed in Post-Effective
Amendment No. 8 on April 24, 1998 and is incorporated by
reference herein. Specimen Application Form B was previously
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 by reference
herein.
(b) The Depositor's revised Bylaws were previously filed on
May 1, 1996 in Post-Effective Amendment No. 4 and are
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 BFDS Agreements for lockbox and mailroom services were
previously filed in Post-Effective Amendment No. 8 on April
24, 1998 and are incorporated by reference herein.
EXHIBIT 9 Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Not Applicable.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 Participation Agreement with Pioneer was previously filed in
Post-Effective Amendment No. 8 on April 24, 1998 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
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
------------ ---------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel,
Secretary and Counsel First Allmerica since 1991
Warren E. Barnes Vice President and Corporate Controller of First
Vice President and Corporate Controller Allmerica since 1997; Vice President of Allmerica Trust
Company since 1997; Vice President and Co-Controller, First
Allmerica 1997; Vice President and Assistant Controller,
First Allmerica 1996 to 1997;
<PAGE>
Assistant Vice President and
Assistant Controller, First Allmerica 1995 to 1996;
Assistant Vice President Corporate Accounting and Reporting,
First Allmerica 1993 to 1995
Robert E. Bruce Director and Chief Information Officer of First Allmerica
Director, Vice President and since 1997; Vice President of First Allmerica since 1995;
Chief Information Officer Corporate Manager, Digital Equipment Corporation 1979 to 1995
John P. Kavanaugh Director and Chief Investment Officer of First Allmerica
Director, Vice President and since 1996; Vice President, First Allmerica since 1991
Chief Investment Officer
John F. Kelly Director of First Allmerica since 1996; Senior Vice
Director, Senior Vice President, President, First Allmerica since 1986; General Counsel,
General Counsel and Assistant Secretary First Allmerica since 1981; Assistant Secretary, First
Allmerica since 1991
J. Barry May Director of First Allmerica since 1996; Director and
Director President, The Hanover Insurance Company since 1996; Vice
President, The Hanover Insurance Company 1993 to 1996;
General Manager, The Hanover Insurance Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996; Director of Citizens
Director Insurance Company of America since 1992; President since
1994, and CEO since 1996; Vice President, First Allmerica
1982 to 1994 and Chief Investment Officer, First Allmerica
1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and Chief
Director, Chairman of the Board, Executive Officer, First Allmerica since 1989
President and Chief Executive Officer
Edward J. Parry, III Director and Chief Financial Officer of First Allmerica
Director, Vice President, since 1996; Vice President and Treasurer, First Allmerica
Chief Financial Officer and Treasurer since 1993; Assistant Vice President, 1992 to 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice President,
Director and Vice President First Allmerica since 1990; Director, Allmerica Investments,
Inc. since 1990; Director and President, Allmerica Financial
Investment Management Services, Inc. since 1990
Robert P. Restrepo, Jr. Chief Executive Officer of Travelers Property & Casualty
Director and Vice President Company 1996-1998; Senior Vice President of Aetna Life &
Casualty Company 1993-1996
Eric A. Simonsen Director of First Allmerica since 1996; Vice President,
Director and Vice President First Allmerica since 1990; Chief Financial Officer, First
Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice President,
Director and Vice President First Allmerica since 1987
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organizational chart.
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
______________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
30% _______________________________________________ _____________
| | |
100% 100% 100%
Logan Wells SMA First Sterling
Water Company, Financial Corp. Reinsurance
Inc. Company
Limited
New Jersey Massachusetts Bermuda
|
______________________________________________________________________________________________________________________
| | | | | |
70% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica Allmerica Allmerica
Property Management Trust Investments, Financial Financial Life
& Casualty Services, Inc. Company, N.A. Inc. Investment Insurance and
Companies, Inc. Management Annuity Company
Services, Inc.
Federally
Delaware Delaware Chartered Massachusetts Massachusetts Delaware
|
___________________________________________________________________________ ______|_______
| | | |
100% 100% 100% 100%
The Hanover Allmerica Citizens Somerset
Insurance Financial Insurance Square, Inc.
Company Insurance Company of
Brokers, Inc. Illinois
Massachusetts New Hampshire Massachusetts Illinois Massachusetts
|
______________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 83% 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
</TABLE>
<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | |
_______________________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company
California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
_____________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Allmerica
Investment Asset Financial Services Asset Benefits
Management Management, Insurance Management, Inc.
Company, Inc. Inc. Agency, Inc. Limited
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
Alliance Investment Trust Securities
Insurance Trust
Company
Massachusetts Massachusetts
New Hampshire Massachusetts
|
_______________
|
100% -------------- Affiliated Management Investment Companies
Lloyds
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
AAM AAM
Growth & High
Income Fund Yield Fund,
L.P. L.L.C.
Delaware Massachusetts
-------------- L.P. or L.L.C. established for the benefit of
First Allmerica, Allmerica
Financial Life, Hanover and
Citizens
</TABLE>
<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AAM Growth & Income Fund, L.P. 440 Lincoln Street Limited Partnership
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty insurance
Company Worcester MA 01605
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance Brokers, Inc. 440 Lincoln Street Insurance Broker
Worcester MA 01653
Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance, accident and health
Annuity Company (formerly known as Worcester MA 01653 insurance, annuities, variable annuities
SMA Life Assurance Company) and variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica Financial
Worcester MA 01653 Corporation entities
<PAGE>
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. Worcester MA 01653
(formerly known as Allmerica
Institutional Services, Inc. and 440
Financial Group of Worcester, Inc.)
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance Agency, Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
440 Lincoln Street Investment Company
Allmerica Securities Trust Worcester MA 01653
440 Lincoln Street Internal administrative services provider
Allmerica Services Corporation Worcester MA 01653 to Allmerica Financial Corporation
entities
440 Lincoln Street Limited purpose national trust company
Allmerica Trust Company, N.A. Worcester MA 01653
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty insurance
Howell MI 48843
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty insurance
Itasca IL 60143
Citizens Insurance Company of the 3950 Priority Way South Multi-line property and casualty insurance
Midwest Drive, Suite 200
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty insurance
P.O. Box 342250
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Computer software company
Financial Profiles 5421 Avenida Encinas
Carlsbad, CA 92008
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident and
<PAGE>
Company (formerly State Mutual Life Worcester MA 01653 health insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company Limited 440 Lincoln Street Reinsurance Company
Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
Hanover Texas Insurance Management Company, Inc. 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property and casualty insurance
Richardson TX 75081
Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
Logan Wells Water Company, Inc. 603 Heron Drive Water Company serving land development
Bridgeport NJ 08014 investment
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding company
Worcester MA 01653
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of September 30, 1998, the Variable Account had 37 Qualified Contract
Owners and 168 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
<PAGE>
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 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, 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, Group VEL Account, 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
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
Abigail M. Armstrong Secretary and Counsel
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Philip J. Coffey Vice President
Thomas P. Cunningham Vice President, Chief Financial Officer and
Controller
Philip L. Heffernan Vice President
<PAGE>
John F. Kelly Director
Daniel Mastrototaro Vice President
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker President, Director and Chief Executive
Officer
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark G. Steinberg Senior Vice President
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 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 ("SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC heretofore or
hereafter duly adopted pursuant to authority conferred in that
section.
(b) The registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The registrant hereby undertakes to deliver a Statement of Additional
Information 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
<PAGE>
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.
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 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 1st day of October, 1998.
SEPARATE ACCOUNT VA-P OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Abigail M. Armstrong
-------------------------------------
Abigail M. Armstrong, Secretary
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.
Signatures Title Date
- ---------- ----- ----
/s/ John F. O'Brien Director, President and Chief October 1, 1998
- ------------------------- Executive Officer
John F. O'Brien
/s/ Bruce C. Anderson Director and Vice President
- -------------------------
Bruce C. Anderson
/s/ Warren E. Barnes Vice President and Corporate
- ------------------------- Controller
Warren E. Barnes
/s/ Robert E. Bruce Director, Vice President and
- ------------------------- Chief Information Officer
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
John F. Kelly General Counsel
/s/ J. Barry May Director
- -------------------------
J. Barry May
/s/ James R. McAuliffe Director
- -------------------------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President,
- ------------------------- Chief Financial Officer and
Edward J. Parry, III Treasurer
/s/ Richard M. Reilly Director and Vice President
- -------------------------
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director and Vice President
- -------------------------
Robert P. Restrepo, Jr.
/s/ Eric A. Simonsen Director and Vice President
- -------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director and Vice President
- -------------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
<PAGE>
October 1, 1998
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
FILE #'S: 33-86664 AND 811-8872
Gentlemen:
In my capacity as Attorney 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 qualified and non-qualified variable annuity contracts.
I am of the following opinion:
1. Separate Account VA-P is a separate account of the Company validly existing
pursuant to the 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 contracts, 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 for Separate Account VA-P
on Form N-4 filed under the Securities Act of 1933.
Very truly yours,
/s/ Lynn Gelinas
Lynn Gelinas
Attorney
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
incorporated by reference in this Post-Effective Amendment No. 9 to the
Registration Statement of Separate Account VA-P of First Allmerica Financial
Life Insurance Company on Form N-4 of our report dated February 3, 1998,
relating to the financial statements of First Allmerica Financial Life
Insurance Company, and our report dated March 25, 1998, 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/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 15, 1998
