<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER VISION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999
***
The first paragraph of the supplement dated July 29, 1999 is hereby amended
in its entirety as follows:
Allmerica Financial Life Insurance and Annuity Company is offering a new
Sub-Account of Separate Account VA-P. The Sub-Account will invest exclusively
in shares of the Strategic Income Portfolio of the Pioneer Variable Contracts
Trust. The Sub-Account may not be available in all states. Currently, the
Strategic Income Portfolio is not available under contracts offered by First
Allmerica Financial Life Insurance Company in New York. The following
information supplements the corresponding sections of the Prospectus. Please
consult the Prospectus for the full text of each supplemented section.
Supplement Dated July 30, 1999
<PAGE>
SEPARATE ACCOUNT VA-P
PIONEER VISION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999
***
A new Sub-Account is available under the Contract. The Sub-Account will invest
exclusively in shares of the Strategic 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 "thirteen" is substituted for the word "twelve" 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: "Strategic 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
------------------------
TOTAL ANNUAL TOTAL ANNUAL
INSURANCE PORTFOLIO TOTAL ANNUAL (1) (2)
PORTFOLIO CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- --------- ------- -------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
Strategic Income Portfolio*......... 1.44% 1.25% 2.69% $88 $299
</TABLE>
The footnote under "5. EXPENSES" in the Profile is amended to add the following:
* Portfolio expenses are estimated and annualized for the Strategic Income
Portfolio which commenced operations on July 30, 1999. Portfolio expenses are
annualized for the Emerging Markets and Europe Portfolios which commenced
operations on October 30, 1998. In addition, Pioneer Investment Management, Inc.
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.
"STRATEGIC INCOME PORTFOLIO" is added after Swiss Franc Bond Portfolio in the
listing of Portfolios on page 1 of the Prospectus and in the listing of
"UNDERLYING PORTFOLIOS (OR PORTFOLIOS)" under "SPECIAL TERMS" on page 5 of the
Prospectus.
The following information on the Strategic Income Portfolio is added to the
Annual Underlying Portfolio Expenses table on page 7 of the Prospectus:
<TABLE>
<CAPTION>
Other Expenses Total Portfolio Expenses
Management Fee (after any (after any waivers/
(after any voluntary reimbursements and reimbursements and
Portfolio Waivers) Offsets) Offsets)
- --------- ---------------------- -------------------- ---------------------------
<S> <C> <C> <C>
Strategic Income Portfolio(1)....... 0.65% 0.60% 1.25%
</TABLE>
<PAGE>
Footnote 1 on page 7 of the Prospectus is amended as follows:
(1) The Strategic Income Portfolio commenced operations on July 30, 1999,
therefore, expenses are estimated and annualized and should not be considered
representative of future expenses. Actual expenses may be greater or less than
those shown. The Emerging Markets and Europe Portfolios commenced operations on
October 30, 1998; therefore, expenses shown are annualized after expense
reimbursements and should not be considered representative of future expenses.
The paragraph following Footnote 3 on page 7 of the Prospectus is amended in its
entirety as follows:
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 Growth Portfolio, the Growth and Income Portfolio,
the Swiss Franc Bond Portfolio, the Strategic Income 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)(a),
(1)(b), (2)(a) and (2)(b) on pages 8 and 9 of the Prospectus:
<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Strategic Income Portfolio.............. $88 $128 $169 $299
(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $90 $135 $181 $323
(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $27 $83 $141 $299
(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Strategic Income Portfolio.............. $29 $90 $153 $323
</TABLE>
The description of the Variable Account under "WHAT ARE MY INVESTMENT CHOICES?"
on page 12 of the Prospectus is deleted and replaced with the following:
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing
in the thirteen Underlying Portfolios:
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 Strategic Income Portfolio
Real Estate Growth Portfolio America Income Portfolio
Money Market Portfolio
Under "PIONEER VARIABLE CONTRACTS TRUST" on page 17 of the Prospectus, the word
"thirteen" is substituted for the word "twelve" and "STRATEGIC INCOME PORTFOLIO"
is added after Swiss Franc Bond Portfolio in the second sentence of the second
paragraph.
<PAGE>
The following summary of the investment objective of the Strategic Income
Portfolio is inserted as the eleventh Portfolio summary under "INVESTMENT
OBJECTIVES AND POLICIES" on page 18 of the Prospectus:
STRATEGIC INCOME PORTFOLIO - seeks to invest in debt securities for a high
level of current income.
The following information is added to the fee disclosures under "INVESTMENT
ADVISORY SERVICES" on page 19 of the Prospectus:
<TABLE>
<CAPTION>
MANAGEMENT FEE AS A
% OF PORTFOLIO'S AVERAGE
DAILY NET ASSETS
----------------
<S> <C>
Strategic Income..................... 0.65%
</TABLE>
The following is added after Swiss Franc Bond to tables, (1)(a) and (1)(b) in
paragraph 9 of "APPENDIX F-DIFFERENCES UNDER THE PIONEER VISION CONTRACT (FORM
A3023-95)" on page F-3 of the Prospectus:
<TABLE>
<CAPTION>
(1)(a)
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Strategic Income .......................... 91 150 191 299
</TABLE>
<TABLE>
<CAPTION>
(1)(b)
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Strategic Income .......................... 94 157 203 323
</TABLE>
Supplement Dated July 29, 1999
