BMA VARIABLE ANNUITY ACCOUNT A
497, 1997-12-04
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                       STATEMENT OF ADDITIONAL INFORMATION

                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                         BMA VARIABLE ANNUITY ACCOUNT A

                                       AND

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

                                November 14, 1997

THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE  PAYMENT
VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY  AT:  1-888-262-8131,   9735  Landmark  Parkway  Drive,  St.  Louis,  MO
63127-1690.

THIS STATEMENT OF ADDITIONAL  INFORMATION  AND THE PROSPECTUS ARE DATED NOVEMBER
14, 1997.


                                TABLE OF CONTENTS

                                                                    PAGE

COMPANY   ........................................................... 1

EXPERTS   ........................................................... 1

LEGAL OPINIONS ...................................................... 1

DISTRIBUTOR ......................................................... 1

CALCULATION OF PERFORMANCE DATA ..................................... 1

TAX STATUS .......................................................... 5

ANNUITY PROVISIONS ..................................................10

MORTALITY AND EXPENSE GUARANTEE .....................................11

FINANCIAL STATEMENTS ................................................11



                                     COMPANY

Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower,
700 Karnes Blvd.,  Kansas City,  Missouri,  64108 was incorporated in 1909 under
the laws of the state of Missouri.  BMA is licensed in the District of Columbia,
Puerto Rico and all states except New York. BMA is a wholly owned  subsidiary of
Assicurazioni  Generali S.p.A.,  which is the largest insurance  organization in
Italy.

                                     EXPERTS

The  consolidated  financial  statements of Business Men's Assurance  Company of
America at December  31,  1996 and 1995,  and for each of the three years in the
period  ended  December  31, 1996,  appearing  in this  Statement of  Additional
Information  have been audited by Ernst & Young LLP,  1200 Main  Street,  Kansas
City, Missouri 64106, independent auditors, as set forth in their report thereon
appearing  elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

                                 LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut, has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the contracts.

                                   DISTRIBUTOR

Jones & Babson,  Inc., acts as the distributor.  The offering is on a continuous
basis.

                         CALCULATION OF PERFORMANCE DATA

TOTAL RETURN

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year,  determined by dividing the increase  (decrease) in value for that unit by
the accumulation unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.40% coverage charge, the expenses for the underlying investment
portfolio being advertised and any applicable  contract  maintenance charges and
withdrawal charges.

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  accumulation  unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
contract maintenance charges and any applicable  withdrawal charges to arrive at
the  ending  hypothetical  value.  The  average  annual  total  return  is  then
determined by computing the fixed interest rate that a $1,000  purchase  payment
would have to earn annually,  compounded  annually,  to grow to the hypothetical
value at the end of the time periods described.

The formula used in these calculations is:

                                          n
                                P ( 1 + T) = ERV

Where:

     P =      a hypothetical initial payment of $1,000
     T =      average annual total return
     n =      number of years
   ERV =      ending  redeemable  value at the end of the time  periods used
              (or fractional portion thereof) of a hypothetical $1,000 payment
              made at the beginning of the time periods used.

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
withdrawal  charge  and  contract  maintenance  charge.  The  deduction  of  any
withdrawal  charge and contract  maintenance  charge would reduce any percentage
increase or make greater any percentage decrease.

Owners should note that the investment results of each investment portfolio will
fluctuate over time, and any  presentation of the investment  portfolio's  total
return for any period should not be considered  as a  representation  of what an
investment may earn or what an Owner's total return may be in any future period.

YIELD

THE MONEY  MARKET  PORTFOLIO.  The Company  may  advertise  yield and  effective
information  for the Money  Market  Portfolio.  Both yield  figures are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the subaccount refers to the income generated by an investment in the
subaccount  over  a  seven-day  period  (which  period  will  be  stated  in the
advertisement).  This income is then "annualized." That is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week over a 52-week period and is shown as a percentage of the  investment.  The
"effective  yield" is  calculated  similarly  but, when  annualized,  the income
earned by an  investment  in the  subaccount  is assumed to be  reinvested.  The
"effective  yield"  will be  slightly  higher  than the  "yield"  because of the
compounding effect of this assumed reinvestment.

The Money Market  Portfolio's  current yield is computed on a base period return
of a hypothetical  Contract having a beginning  balance of one accumulation unit
for a particular period of time (generally seven days). The return is determined
by  dividing  the  net  change  (exclusive  of  any  capital  changes)  in  such
accumulation  unit by its beginning  value,  and then multiplying it by 365/7 to
get the annualized  current yield.  The  calculation of net change  reflects the
value of additional  shares  purchased with the dividends paid by the Portfolio,
and the deduction of the coverage charge and contract  maintenance  charge.  The
effective   yield  reflects  the  effects  of  compounding   and  represents  an
annualization of the current return with all dividends reinvested.

(Effective yield = [(Base Period Return + 1)365/7]-1.)

The Company does not  currently  advertise any yield  information  for the Money
Market Portfolio.

OTHER PORTFOLIOS.  The Company may also quote current yield in sales literature,
advertisements and Owner communications for the other Portfolios. Each Portfolio
(other than the Money Market Portfolio) will publish  standardized  total return
information with any quotation of current yield.

The yield  computation is determined by dividing the net  investment  income per
accumulation unit earned during the period (minus the deduction for the coverage
charge and the contract  maintenance  charge) by the accumulation  unit value on
the last day of the period, according to the following formula:

                                          6
              Yield  =  2  [[(a-b)  +  1]    -  1]
                             -----
                              cd

Where:

     a =  net  investment  income  earned  during  the  period by the  Portfolio
          attributable to shares owned by the subaccount.

     b =  expenses accrued for the period (net of reimbursements).

     c =  the average daily number of accumulation  units  outstanding  during
          the period.

     d =  the maximum offering price per accumulation  unit on the last day of
          the period.

The above  formula will be used in  calculating  quotations  of yield,  based on
specified 30-day periods identified in the advertisement or communication. Yield
calculations  assume  no  withdrawal  charge.  The  Company  does not  currently
advertise any yield information for any Portfolio.

HISTORICAL UNIT VALUES

The  Company  may also show  historical  accumulation  unit  values  in  certain
advertisements  containing  illustrations.  These illustrations will be based on
actual accumulation unit values.

In addition,  the Company may  distribute  sales  literature  which compares the
percentage  change  in  accumulation  unit  values  for  any of  the  investment
portfolios against  established market indices such as the Standard & Poor's 500
Composite  Stock  Price  Index,  the  Dow  Jones  Industrial  Average  or  other
management  investment companies which have investment objectives similar to the
investment  portfolio being compared.  The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged,  unweighted  average of 500 stocks, the majority of
which  are  listed on the New York  Stock  Exchange.  The Dow  Jones  Industrial
Average  is an  unmanaged,  weighted  average  of thirty  blue  chip  industrial
corporations  listed on the New York Stock Exchange.  Both the Standard & Poor's
500  Composite  Stock Price Index and the Dow Jones  Industrial  Average  assume
quarterly reinvestment of dividends.

REPORTING AGENCIES

The Company may also distribute  sales literature which compares the performance
of the  accumulation  unit  values  of the  Contracts  with the unit  values  of
variable annuities issued by other insurance companies. Such information will be
derived  from  the  Lipper  Variable  Insurance  Products  Performance  Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper  Analytical  Services,  Inc.,  a publisher of  statistical  data which
currently  tracks the  performance  of almost 4,000  investment  companies.  The
rankings  compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges.  The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted.  Where the charges have
not been deducted,  the sales  literature  will indicate that if the charges had
been deducted, the ranking might have been lower.

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Roswell,  Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based  insurance  charges.  In addition,  VARDS prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking may  address  the  question as to which funds
provide the highest  total return with the least amount of risk.  Other  ranking
services   may  be  used  as  sources  of   performance   comparison,   such  as
CDA/Weisenberger.

Morningstar  rates a variable annuity against its peers with similar  investment
objectives.  Morningstar  does not rate any variable  annuity that has less than
three years of performance data.

                                   TAX STATUS

GENERAL

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

Section 72 of the Code governs taxation of annuities in general. An Owner is not
taxed on increases in the value of a Contract until distribution occurs,  either
in the form of a lump sum  payment  or as  annuity  payments  under the  Annuity
Option selected.  For a lump sum payment  received as a total withdrawal  (total
surrender),  the  recipient  is taxed on the portion of the payment that exceeds
the cost basis of the Contract. For Non-Qualified Contracts,  this cost basis is
generally the purchase payments,  while for Qualified  Contracts there may be no
cost  basis.  The  taxable  portion of the lump sum payment is taxed at ordinary
income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected  return under the Contract.  The  exclusion  amount for payments
based on a variable  annuity  option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid.  Payments received after
the  investment in the Contract has been recovered  (i.e.  when the total of the
excludable amount equals the investment in the Contract) are fully taxable.  The
taxable  portion is taxed at ordinary  income tax rates.  For  certain  types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.  The Company is taxed as a life insurance company under the Code.
For federal income tax purposes,  the Separate  Account is not a separate entity
from the Company, and its operations form a part of the Company.

DIVERSIFICATION

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury  Department"),   adequately  diversified.   Disqualification  of  the
Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which provides that annuity  contracts  such as theContract  meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

On  March  2,  1989,  the  Treasury   Department  issued   Regulations   (Treas.
Reg.1.817-5),  which established diversification requirements for the investment
portfolios  underlying variable contracts such as the Contract.  The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  Regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all investment portfolios underlying the Contracts will
be  managed  in  such  a  manner  as  to  comply   with  these   diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Separate  Account will cause the Owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The  amount of Owner  control  which may be  exercised  under  the  Contract  is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may be  applied  retroactively  resulting  in  the  Owners  being
retroactively determined to be the owners of the assets of the Separate Account.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of  contracts.  Owners  should  consult  a  tax  adviser  prior  to
purchasing more than one non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to a Contract  held by a trust or other  entity as an
agent for a natural person nor to Contracts held by Qualified Plans.  Purchasers
should  consult their own tax counsel or other tax adviser  before  purchasing a
Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

An  assignment  or pledge of a Contract may be a taxable  event.  Owners  should
therefore  consult  competent tax advisers  should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding.  Generally,  amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; or b) distributions which are required minimum distributions;  or
c) the portion of the distributions not includible in gross income (i.e. returns
of after-tax  contributions).  Participants should consult their own tax counsel
or other tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received:  (a) after the taxpayer reaches age 59 1/2; (b) after the death of the
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts" below.)

QUALIFIED PLANS

The Contracts  offered herein may also be used as Qualified  Contracts.  Owners,
Annuitants  and  Beneficiaries  are cautioned  that  benefits  under a Qualified
Contract may be subject to the terms and  conditions  of the plan  regardless of
the terms and  conditions  of the  Contracts  issued  pursuant to the plan.  The
following discussion of Qualified Contracts is not exhaustive and is for general
informational  purposes only. The tax rules  regarding  Qualified  Contracts are
very complex and will have differing  applications depending on individual facts
and  circumstances.  Each purchaser  should obtain competent tax advice prior to
purchasing Qualified Contracts.

Qualified Contracts include special provisions  restricting  Contract provisions
that may  otherwise  be  available as  described  herein.  Generally,  Qualified
Contracts are not transferable except upon surrender or annuitization.

On July 6, 1983,  the Supreme  Court decided in ARIZONA  GOVERNING  COMMITTEE V.
NORRIS that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  Qualified  Contracts  will utilize  annuity  tables
which do not differentiate on the basis of sex. Such annuity tables will also be
available for use in connection with certain non-qualified deferred compensation
plans.

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement program known as an Individual  Retirement Annuity (IRA).
Under applicable limitations, certain amounts may be contributed to an IRA which
will be deductible from the individual's gross income. These IRAs are subject to
limitations on eligibility,  contributions,  transferability  and distributions.
(See "Tax Treatment of Withdrawals - Qualified  Contracts" below.) Under certain
conditions,  distributions  from  other  IRAs and other  Qualified  Plans may be
rolled  over or  transferred  on a  tax-deferred  basis  into an IRA.  Sales  of
Contracts for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified retirement plans, including Contracts issued and
qualified under Code Section 408(b) (Individual  Retirement  Annuities).  To the
extent  amounts are not includible in gross income because they have been rolled
over to an IRA or to another  eligible  Qualified  Plan,  no tax penalty will be
imposed. The tax penalty will not apply to the following  distributions:  (a) if
distribution is made on or after the date on which the Annuitant  reaches age 59
1/2; (b)  distributions  following the death or disability of the Annuitant (for
this  purpose  disability  is as defined in Section  72(m)(7) of the Code);  (c)
distributions  that are part of substantially  equal periodic  payments made not
less frequently than annually for the life (or life expectancy) of the Annuitant
or the joint lives (or joint life  expectancies) of the Annuitant and his or her
designated  Beneficiary;  (d)  distributions  made to the Owner or Annuitant (as
applicable) to the extent such  distributions do not exceed the amount allowable
as a deduction  under Code Section 213 to the Owner or Annuitant (as applicable)
for amounts paid during the taxable year for medical care; or (e)  distributions
from an Individual  Retirement Annuity for the purchase of medical insurance (as
described in Section  213(d)(1)(D)  of the Code) for the Owner or Annuitant  (as
applicable)  and his or her spouse and  dependents if the Owner or Annuitant (as
applicable) has received  unemployment  compensation for at least 12 weeks. This
exception will no longer apply after the Owner or Annuitant (as  applicable) has
been re-employed for at least 60 days.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year  following the year in which the employee  attains age 70
1/2.  Required  distributions  must be over a  period  not  exceeding  the  life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

                               ANNUITY PROVISIONS

FIXED ANNUITY

A fixed  annuity is an annuity with payments  which are  guaranteed as to dollar
amount by the  Company  and do not vary with the  investment  experience  of the
Separate Account.  The dollar amount of each fixed annuity will be determined in
accordance with annuity tables contained in the contract.

VARIABLE ANNUITY

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable investment portfolio(s) of the Separate Account.

ANNUITY UNIT VALUE

On the  Annuity  Date a fixed  number of  Annuity  Units  will be  purchased  as
follows:

For each  Subaccount  the fixed number of Annuity Units is equal to the Adjusted
Contract Value for all Subaccounts,  divided first by $1000,  then multiplied by
the  appropriate  Annuity Payment amount from the Annuity Table contained in the
Contract  for each  $1000 of value for the  Annuity  Option  selected,  and then
divided by the Annuity Unit value for that Subaccount on the Annuity Date. After
that, the number of Annuity Units in each Subaccount  remains  unchanged  unless
you elect to transfer between  Subaccounts.  All calculations will appropriately
reflect the Annuity Payment frequency selected.

On each Annuity  Payment date, the total Variable  Annuity Payment is the sum of
the Annuity Payments for each  Subaccount.  The Variable Annuity Payment in each
Subaccount  is  determined  by  multiplying  the  number of  Annuity  Units then
allocated to such Subaccount by the Annuity Unit value for that Subaccount.

On each  subsequent  business day, the value of an Annuity Unit is determined in
the following way:

First:  The net Investment Factor is determined as described in the Prospectus
under "Accumulation Units".

Second: The value of an Annuity Unit for a business day is equal to:

     a.   the value of the Annuity Unit for the immediately  preceding  business
          day;

     b.   multiplied by the Net Investment Factor for current business day;

     c.   divided by the  Assumed  Net  Investment  Factor  (see  below) for the
          business day.

The Assumed Net  Investment  Factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the particular  business day. The Assumed  Investment Return
that we will use is 3 1/2%.  However,  we may agree with you to use a  different
value.

BMA may elect to determine the amount of each annuity  payment up to 10 business
days prior to the elected  payment  date.  The value of your  contract  less any
applicable  premium tax is applied to the applicable  annuity table to determine
the initial annuity payment.

                         MORTALITY AND EXPENSE GUARANTEE

We guarantee that the dollar amount of each Annuity Payment after the first will
not be affected by variations in mortality or expense experience.

                              FINANCIAL STATEMENTS

The audited consolidated  financial statements of the Company as of December 31,
1996 included  herein  should be considered  only as bearing upon the ability of
the Company to meet its obligations under the Contracts.





                       CONSOLIDATED FINANCIAL STATEMENTS

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                  (A MEMBER OF THE GENERALI GROUP OF COMPANIES)

                     YEARS ENDED DECEMBER 31, 1996 AND 1995
                       WITH REPORT OF INDEPENDENT AUDITORS







                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)



                        Consolidated Financial Statements





                     Years ended December 31, 1996 and 1995






                                    CONTENTS

Report of Independent Auditors.................................................1

Audited Consolidated Financial Statements


Consolidated Balance Sheets....................................................2
Consolidated Statements of Operations..........................................4
Consolidated Statements of Stockholder's Equity................................5
Consolidated Statements of Cash Flows..........................................6
Notes to Consolidated Financial Statements.....................................8


                         Report of Independent Auditors

The Board of Directors
Business Men's Assurance Company of America

We have audited the accompanying  consolidated  balance sheets of Business Men's
Assurance Company of America (an ultimate subsidiary of Assicurazioni  Generali,
S.p.A.)  (the  Company)  as of  December  31,  1996 and  1995,  and the  related
consolidated  statements of operations,  stockholder's equity and cash flows for
each  of  the  three  years  in  the  period  ended  December  31,  1996.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Business Men's
Assurance Company of America at December 31, 1996 and 1995, and the consolidated
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, in 1994, the Company changed
its method of accounting for investments.



                                                               Ernst & Young LLP

Kansas City, Missouri
February 7, 1997


<TABLE>
<CAPTION>
                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                           Consolidated Balance Sheets

                                                                                   DECEMBER 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (In Thousands)
<S>                                                                          <C>              <C>
ASSETS

Investments (Notes 1 and 3): Securities available-for-sale, at fair value:

Fixed maturities (amortized cost - $1,286,888 in 1996
  and $1,107,356 in 1995)                                                    $1,288,934       $1,141,017
Equity securities (cost - $28,644 in 1996 and $21,501 in
  1995)                                                                          32,350           22,789
   Mortgage loans on real estate, net of allowance for losses
     of $6,879 in 1996 and $6,082 in 1995                                       704,356          519,172
   Real estate (Note 1)                                                           5,498            5,412
   Policy loans                                                                  65,225           65,262
   Short-term investments                                                        39,991           76,263
   Other                                                                          3,830            4,315
                                                                              ----------       ---------
Total investments                                                             2,140,184        1,834,230



Accrued investment income                                                        18,539           17,147
Premium and other receivables                                                    11,817           14,344
Current income taxes recoverable (Note 7)                                             -            1,173
Deferred policy acquisition costs                                               131,025          112,148
Property, equipment and software (Note 6)                                        18,890           22,496
Reinsurance recoverables:
   Paid benefits                                                                  3,948            4,776
   Benefits and claim reserves ceded                                             58,177           50,243
Receivable from affiliate (Note 10)                                                   -            6,368
Other assets (Note 1)                                                            16,923           20,790
                                                                              ----------      ----------
Total assets                                                                 $2,399,503       $2,083,715
                                                                             ===========      ==========
</TABLE>


<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                             1996              1995
                                                                       ------------------------------------
                                                                                 (In Thousands)

<S>                                                                          <C>              <C>
LIABILITIES AND STOCKHOLDER'S EQUITY:
Future policy benefits:
   Life and annuity (Note 10)                                                $1,192,497       $1,056,831
   Health                                                                        75,914           65,835
Contract account balances                                                       636,656          494,091
Policy and contract claims                                                       58,617           48,010
Unearned revenues                                                                13,813           13,658
Other policyholder funds                                                         15,429           15,948
Outstanding checks in excess of bank balances                                     4,673            3,868
Current income taxes payable (Note 7)                                             4,345                -
Deferred income taxes (Note 7)                                                   14,912           17,016
Payable to affiliate (Note 10)                                                      972                -
Other liabilities                                                                44,808           49,480
                                                                              ---------        ---------
Total liabilities                                                             2,062,636        1,764,737

Commitments and contingencies (Note 5)

Stockholder's equity (Notes 2 and 11):
   Preferred stock of $1 par value; authorized 3,000,000
     shares, none issued and outstanding                                              -                -
   Common stock of $1 par value; authorized 24,000,000
     shares, 12,000,000 shares issued and outstanding
                                                                                 12,000           12,000
   Paid-in capital                                                               40,106           25,106
   Net unrealized gains (losses) on securities                                    3,686           15,297
   Retained earnings                                                            281,075          266,575
                                                                              ---------         --------
Total stockholder's equity                                                      336,867          318,978
                                                                              ----------        --------
Total liabilities and stockholder's equity                                   $2,399,503       $2,083,715
                                                                             ===========      ==========

See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>
                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                      Consolidated Statements of Operations

                                                                       YEAR ENDED DECEMBER 31
                                                              1996             1995              1994
                                                        -----------------------------------------------------
                                                                           (In Thousands)
<S>                                                     <C>                     <C>              <C>
Revenues:
   Premiums:
     Life and annuity                                         $142,461          $130,360         $116,976
     Health                                                     60,491            47,294           40,898
   Other insurance considerations                               38,780            37,183           36,162
   Net investment income (Note 3)                              145,629           124,605          102,094
   Realized gains, net (Note 3)                                  5,906             4,290            1,319
   Other income                                                 26,802            23,394           19,083
                                                                ------            ------           ------

Total revenues                                                 420,069           367,126          316,532

Benefits and expenses:

   Life and annuity benefits                                   122,915           111,734          107,589
   Health benefits                                              42,224            40,132           23,774
   Increase in policy liabilities including
     interest credited to account balances                      94,530            65,017           56,047
   Real estate expense, net                                        551               649              746
   Commissions                                                  55,180            54,176           31,049
   Increase in deferred policy acquisition costs                (5,459)          (16,366)          (6,477)
   Taxes, licenses and fees                                      5,229             5,251            4,196
   Other operating costs and expenses                           76,647            82,604           79,050
                                                                ------            ------           ------

Total benefits and expenses                                    391,817           343,197          295,974
                                                               -------           -------          -------

Earnings from continuing operations, before
   income tax expense                                           28,252            23,929           20,558
Income tax expense (Note 7)                                     10,168             8,503            7,374
                                                                ------             -----            -----

Earnings from continuing operations                             18,084            15,426           13,184
Discontinued operations (Note 12):
   Earnings from discontinued operations, net of
     income tax expense of $2,058 in 1994                            -                 -            3,822
   Gain on sale of discontinued operations, net of
     income tax expense of $735 in 1996, $3,352 in
     1995 and $2,437 in 1994                                     1,416             6,355            4,526
                                                                 -----             -----            -----
 
Earnings from discontinued operations                            1,416             6,355            8,348
                                                                 -----             -----            -----

Net earnings                                                 $  19,500         $  21,781        $  21,532
                                                             =========         =========        =========
</TABLE>

See accompanying notes.


<TABLE>
<CAPTION>
                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


                 Consolidated Statements of Stockholder's Equity

                                                                     YEAR ENDED DECEMBER 31
                                                            1996             1995              1994
                                                      -----------------------------------------------------
                                                                         (In Thousands)
<S>                                                         <C>              <C>              <C>
Common stock:

   Balance at beginning and end of year                     $  12,000        $  12,000        $  12,000

Paid-in capital:

   Balance at beginning of year                                25,106           25,106           25,106
      Additional paid-in capital                               15,000                -                -
                                                               ------           ------           ------

   Balance at end of year                                      40,106           25,106           25,106

Net unrealized gains (losses) on securities:

   Balance at beginning of year                                15,297          (28,865)             596
     Cumulative effect of change in
       accounting principle (Note 1)                                -                -           20,469
     Change in net unrealized gains (losses)                  (11,611)          44,162          (49,930)
                                                              -------           ------          ------- 

   Balance at end of year                                       3,686           15,297          (28,865)

Retained earnings:

   Balance at beginning of year                               266,575          252,794          239,262
     Net earnings                                              19,500           21,781           21,532
     Dividends declared (Note 2)                               (5,000)          (8,000)          (8,000)
                              -                                ------           ------           ------ 

   Balance at end of year                                     281,075          266,575          252,794
                                                              -------          -------          -------

Total stockholder's equity                                   $336,867         $318,978         $261,035
                                                             ========         ========         ========
</TABLE>


See accompanying notes.

<TABLE>
<CAPTION>
                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


                      Consolidated Statements of Cash Flows

                                                                           YEAR ENDED DECEMBER 31
                                                                       1996         1995         1994

                                                                  -----------------------------------------
                                                                               (In Thousands)
<S>                                                                 <C>           <C>          <C>
OPERATING ACTIVITIES
Net earnings                                                        $  19,500     $  21,781    $  21,532
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Deferred income tax (benefit)                                      4,146         7,025         (875)
     Realized gains, net                                               (5,906)       (4,290)      (1,319)
     Gain on disposal of discontinued segment                          (2,151)       (7,417)      (6,963)
     Premium amortization (discount accretion), net                    (1,246)       (1,090)         787
     Policy loans lapsed in lieu of surrender benefits                  2,996         3,201        4,063
     Depreciation                                                       4,153         4,817        5,454
     Amortization                                                         782           782          782
     Changes in assets and liabilities:
       Increase in accrued investment income                           (1,392)       (1,719)      (1,182)
       (Increase) decrease in receivables and reinsurance
         recoverables                                                   2,761       (19,425)       1,674
       Policy acquisition costs deferred                              (31,745)      (40,510)     (28,471)
       Policy acquisition costs amortized                              26,286        24,144       21,994
       (Increase) decrease in income taxes recoverable                  5,518        (4,546)       5,609
       Increase in accrued policy benefits, claim
         reserves, unearned revenues and policyholder funds            32,331         4,574       19,464
       Interest credited to policyholder accounts                      69,494        56,358       43,420
       Increase in outstanding checks in excess of bank balances          805         3,868            -
       (Increase) decrease in other assets and other                      412         1,133       (1,910)
         liabilities, net
       Decrease in net asset of discontinued operations                     -         1,335          678
     Other, net                                                        (1,208)         (179)         423
                                                                       ------          ----          ---
 Net cash provided by operating activities                             125,536        49,842       85,160

INVESTING ACTIVITIES Purchases of investments:
   Securities available-for-sale:
     Fixed maturities                                                (527,172)     (592,373)    (372,680)
     Equity                                                           (17,586)      (12,537)      (5,175)
   Mortgage and policy loans                                         (259,438)     (159,521)    (123,264)
   Other                                                                    -          (269)      (3,316)
Sales, calls or maturities of  investments:  Maturities  and calls
 of securities available-for-sale:
     Fixed maturities                                                 117,057       108,472      148,436
     Equity                                                                 -         2,031        4,474
   Sales of securities available-for-sale:
     Fixed maturities                                                 238,051       263,650      137,018
     Equity                                                            12,444         6,223        5,614
   Mortgage and policy loans                                           66,934        41,753       77,045
   Real estate                                                          2,194           502        3,437
</TABLE>

<TABLE>
<CAPTION>
                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

                Consolidated Statements of Cash Flows (continued)

                                                                           YEAR ENDED DECEMBER 31
                                                                       1996         1995         1994
                                                                  -----------------------------------------
                                                                               (In Thousands)
<S>                                                               <C>            <C>          <C>
INVESTING ACTIVITIES (CONTINUED)
Purchase of property, equipment and software                      $      (290)   $   (2,659)  $   (2,418)
Net (increase) decrease in short-term investments                      36,272        13,264      (58,838)
Proceeds from sale of discontinued operations                             632         5,426       10,593
Distributions from unconsolidated related parties                         718             2           25
                                                                          ---         -----       ------

Net cash used in investing activities                                (330,184)     (326,036)    (179,049)

FINANCING ACTIVITIES
Dividends paid                                                         (5,000)       (8,000)      (8,000)
Additional paid-in capital                                             15,000             -            -
Net proceeds of interest sensitive and investment type contracts      194,648       280,725      101,894
Net proceeds from reverse repurchase borrowing                         35,173             -            -
Retirement of reverse repurchase borrowing                            (35,173)            -            -
                                                                      -------       -------      -------

Net cash provided by financing activities                             204,648       272,725       93,894
                                                                      -------       -------       ------
Net increase (decrease) in cash                                             -        (3,469)           5
Cash at beginning of year                                                   -         3,469        3,464
                                                                      =======         =====        =====

Cash at end of year                                               $         -       $     -     $  3,469
                                                                   ==========        ======      ========
</TABLE>

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 For purposes of the statements
 of cash flows,  Business Men's Assurance
 Company of America considers only cash
 on hand and demand deposits to be cash
<S>                                                                <C>           <C>          <C>
Cash paid during the year for:
   Income taxes                                                    $    1,239    $    9,376   $    7,135
   Interest paid on reverse repurchase borrowing                          620             -            -
                                                                          ---          ----         ----        

                                                                   $    1,859    $    9,376   $    7,135
                                                                   ==========    ==========   ==========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES
Real estate acquired through foreclosure                           $    3,033    $    5,156   $    1,525
                                                                   ==========    ==========   ==========

Mortgage loans extended from sale of real estate                  $       -      $       -     $   2,720
                                                                  ============  ============  ==========

Accrual of direct costs of disposal of discontinued operations    $       -      $       -     $   3,631
                                                                  ============  ============  ==========
</TABLE>

See accompanying notes.


                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


                   Notes to Consolidated Financial Statements

                                December 31, 1996

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Business   Men's   Assurance   Company   of   America   (the   Company)   is   a
Missouri-domiciled life insurance company licensed to sell insurance products in
49 states  and the  District  of  Columbia.  The  Company  offers a  diversified
portfolio  of  individual  and group  insurance  and  investment  products  both
directly and through  reinsurance  assumptions,  distributed  primarily  through
general agencies.  Assicurazioni Generali S.p.A. (Generali), an Italian insurer,
is the ultimate parent company.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying  consolidated  financial statements include the accounts of the
Company  and  all  majority-owned  subsidiaries.  All  significant  intercompany
transactions have been eliminated in consolidation.

INVESTMENTS

The Company adopted  Financial  Accounting  Standards Board (FASB)  Statement of
Financial   Accounting   Standards  (SFAS)  No.  115,  "Accounting  for  Certain
Investments  in Debt and Equity  Securities,"  as of  January  1, 1994,  with no
effect on income and a $20,469,000  increase in  stockholder's  equity (net of a
$2,475,000  allowance  against  deferred policy  acquisition  costs and unearned
revenue  reserve  and net  deferred  taxes of  $11,022,000)  to reflect  the net
unrealized gains on fixed maturity securities  classified as  available-for-sale
that were previously carried at amortized cost.

The   Company   has    designated   its   entire    investment    portfolio   as
available-for-sale.  Changes in fair  values of  available-for-sale  securities,
after adjustment of deferred policy acquisition costs (DPAC) and deferred income
taxes,  are reported as  unrealized  gains or losses  directly in  stockholder's
equity and,  accordingly,  have no effect on net income. The DPAC offsets to the
unrealized gains or losses represent valuation  adjustments or reinstatements of
DPAC that would have been required as a charge or credit to operations  had such
unrealized amounts been realized.

The   amortized   cost   of   fixed   maturity    investments    classified   as
available-for-sale  is adjusted for  amortization  of premiums and  accretion of
discounts. That amortization or accretion is included in net investment income.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)

             Notes to Consolidated Financial Statements (continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Mortgage loans and  mortgage-backed  securities  are carried at unpaid  balances
adjusted for accrual of discount and allowances for other than temporary decline
in value. Policy loans are carried at unpaid balances.

Real estate is stated at the lower of cost or fair value.  At December  31, 1996
and 1995, real estate was carried net of a valuation allowance of $2,344,000 and
$3,515,000,  respectively.  Profit is  recognized on real estate sales when down
payment,   continuing  investment  and  transfer  of  risk  criteria  have  been
satisfied.  Property,  equipment and software,  and the home office building are
generally  valued at cost,  including  development  costs,  less  allowances for
depreciation and other than temporary decline in value.

Property, equipment and software are being depreciated over the estimated useful
lives of the assets, principally on a straight-line basis. Depreciation rates on
these assets are set forth in Note 6.

Realized  gains  and  losses  on  sales of  investments  and  declines  in value
considered  to be other than  temporary  are  recognized  in net earnings on the
specific identification basis.

USE OF ESTIMATES

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in the consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

DEFERRED POLICY ACQUISITION COSTS

Certain commissions,  expenses of the policy issue and underwriting  departments
and other variable  expenses have been deferred.  For limited  payment and other
traditional life insurance policies,  these deferred acquisition costs are being
amortized  over a period of not more than 25 years in proportion to the ratio of
the expected  annual  premium  revenue to the expected  total  premium  revenue.
Expected  premium  revenue  was  estimated  with the same  assumptions  used for
computing liabilities for future policy benefits for these policies.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For universal  life-type insurance and  investment-type  products,  the deferred
policy  acquisition  costs are amortized over a period of not more than 25 years
in  relation  to the present  value of  estimated  gross  profits  arising  from
estimates  of  mortality,   interest,  expense  and  surrender  experience.  The
estimates of expected  gross profits are evaluated  regularly and are revised if
actual experience or other evidence indicates that revision is appropriate. Upon
revision,  total amortization recorded to date is adjusted by a charge or credit
to current earnings.

Deferred  policy   acquisition   costs  are  evaluated  to  determine  that  the
unamortized  portion of such costs does not exceed  recoverable  amounts,  after
considering anticipated investment income.

RECOGNITION OF INSURANCE PREMIUM REVENUE AND RELATED EXPENSES

For limited  payment and other  traditional  life  insurance  policies,  premium
income is reported as earned when due, with past-due  premiums  being  reserved.
Profits are recognized over the life of these contracts by associating  benefits
and  expenses  with  insurance  in force for limited  payment  policies and with
earned  premiums  for other  traditional  life  policies.  This  association  is
accomplished  by a provision for  liability  for future policy  benefits and the
amortization of policy acquisition costs. Accident and health premium revenue is
recognized on a pro rata basis over the terms of the policies.

For universal life and investment-type policies, contract charges for mortality,
surrender and expense,  other than front-end  expense  charges,  are reported as
income when charged to  policyholders'  accounts.  Expenses consist primarily of
benefit payments in excess of policyholder  account values and interest credited
to  policyholder  accounts.  Profits are  recognized  over the life of universal
life-type  contracts  through the amortization of policy  acquisition  costs and
deferred  front-end expense charges with estimated gross profits from mortality,
interest, surrender and expense.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY LIABILITIES AND CONTRACT VALUES

The  liability  for  future  policy  benefits  for  limited  payment  and  other
traditional life insurance  contracts has been computed primarily by a net level
premium reserve method based on estimates of future investment yield,  mortality
and  withdrawals  made at the time gross premiums were  calculated.  Assumptions
used in computing  future policy  benefits are as follows:  interest rates range
from  3.25% to  8.50%,  depending  on the year of  issue;  withdrawal  rates for
individual  life  policies  issued  in 1966  and  after  are  based  on  Company
experience,  and policies issued prior to 1966 are based on industry tables; and
mortality rates are based on mortality tables that consider Company  experience.
The liability for future policy benefits is graded to reserves stipulated by the
policy over a period of 20 to 25 years or the end of the premium  paying period,
if less.

For  universal  life and  investment-type  contracts,  the account  value before
deduction  of any  surrender  charges  is  held  as  the  policy  liability.  An
additional  liability is established for deferred  front-end  expense charges on
universal life-type policies.  These expense charges are recognized in income as
insurance  considerations,  using the same  assumptions  as are used to amortize
deferred policy acquisition costs.

Claims and benefits  payable for  reported  disability  income  claims have been
computed  as the present  value of expected  future  benefit  payments  based on
estimates of future investment yields and claim termination rates. The amount of
benefits  payable  included in the future policy benefit reserves and policy and
contract claims for December 31, 1996 and 1995 was $40,392,000 and  $36,164,000,
respectively. Interest rates used in the calculation of future investment yields
vary based on the year the claim was incurred and range from 3% to 8.75%.  Claim
termination rates are based on industry tables.

Other  accident and health claims and benefits  payable for reported  claims and
incurred but not  reported  claims are  estimated  using prior  experience.  The
methods of calculating such estimates and  establishing the related  liabilities
are  periodically  reviewed and updated.  Any adjustments  needed as a result of
periodic reviews are reflected in current operations.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FEDERAL INCOME TAXES

Deferred federal income taxes have been provided in the  consolidated  financial
statements to recognize  temporary  differences  between the financial reporting
and tax bases of assets and  liabilities  measured  using  enacted tax rates and
laws (Note 7). Temporary  differences are principally related to deferred policy
acquisition  costs,  the  provision  for  future  policy  benefits,  accrual  of
discounts on investments,  accelerated depreciation and allowance for investment
losses.

INTANGIBLE ASSETS

Goodwill of $13,106,000, net of accumulated amortization of $2,542,000 resulting
from the acquisition of a subsidiary,  is included in other assets.  Goodwill is
being  amortized  over a  period  of 20  years  on a  straight-line  basis,  and
amortization amounted to $782,000 for each of the years ended December 31, 1996,
1995 and 1994.

FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance  sheet,  for which it is  practicable to estimate that
value.  In cases where quoted market prices are not  available,  fair values are
based on estimates  using present  value or other  valuation  techniques.  Those
techniques are  significantly  affected by the assumptions  used,  including the
discount  rate and estimates of future cash flows.  In that regard,  the derived
fair value  estimates  cannot be  substantiated  by  comparison  to  independent
markets and, in many cases, could not be realized in immediate settlement


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

of the instruments.  SFAS No. 107 excludes certain financial instruments and all
nonfinancial  instruments  from its disclosure  requirements.  Accordingly,  the
aggregate fair value amounts  presented do not represent the underlying value of
the Company:

<TABLE>
<CAPTION>
                                               DECEMBER 31, 1996                 DECEMBER 31, 1995
                                        --------------------------------- --------------------------------
                                            CARRYING          FAIR            CARRYING         FAIR
                                             AMOUNT          VALUE             AMOUNT          VALUE
                                        --------------------------------- --------------------------------
                                                                 (In Thousands)
<S>                                          <C>             <C>               <C>             <C>
Fixed maturities (Note 3)                    $1,288,934      $1,288,934        $1,141,017      $1,141,017
Equity securities (Note 3)                       32,350          32,350            22,789          22,789
Mortgage loans                                  704,356         707,915           519,172         550,455
Policy loans                                     65,225          60,735            65,262          60,733
Short-term investments                           39,991          39,991            76,263          76,263
Investment-type insurance
   contracts (Note 4)                         1,097,821       1,078,326           841,954         833,370
</TABLE>

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

     Cash and  short-term  investments:  The  carrying  amounts  reported in the
     balance sheet for these instruments approximate their fair values.

     Investment securities:  Fair values for fixed maturity securities are based
     on quoted market prices, where available. For fixed maturity securities not
     actively  traded,  fair values are  estimated  using values  obtained  from
     independent  pricing  services  or, in the case of private  placements,  by
     discounting  expected  future  cash  flows  using  a  current  market  rate
     applicable to the yield,  credit  quality and maturity of the  investments.
     The fair value for equity securities is based on quoted market prices.

     Off-balance-sheet   instruments:   The  fair  value  for  outstanding  loan
     commitments approximates the amount committed, as all loan commitments were
     made within the last 60 days of the year.



                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Mortgage  loans and policy  loans:  The fair value for  mortgage  loans and
     policy  loans is  estimated  using  discounted  cash flow  analyses,  using
     interest  rates  currently  being  offered for loans with similar  terms to
     borrowers of similar credit quality. Loans with similar characteristics are
     aggregated for purposes of the calculations. The carrying amount of accrued
     interest approximates its fair value.

     Flexible and single premium deferred annuities: The cash surrender value of
     flexible and single  premium  deferred  annuities  approximates  their fair
     value.

     Guaranteed  investment   contracts:   The  fair  value  for  the  Company's
     liabilities  under  guaranteed  investment  contracts  is  estimated  using
     discounted cash flow analyses, using interest rates currently being offered
     for similar  contracts with maturities  consistent with those remaining for
     the contracts being valued.

     Supplemental contracts without life contingencies:  The carrying amounts of
     supplemental  contracts without life  contingencies  approximate their fair
     values.

     Reinsurance  recoverables:  The carrying values of reinsurance recoverables
approximate their fair values.

POSTRETIREMENT BENEFITS

The projected future cost of providing  postretirement  benefits, such as health
care and life insurance, is recognized as an expense as employees render service
instead of when the benefits are paid. See Note 8 for further  disclosures  with
respect to postretirement benefits other than pensions.

IMPAIRMENT OF LOANS

SFAS No. 114,  "Accounting  by Creditors for Impairment of a Loan," and SFAS No.
118,  "Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures,"  require that an impaired  mortgage  loan's fair value be measured
based on the  present  value of  future  cash  flows  discounted  at the  loan's
effective  interest rate, at the loan's  observable  market price or at the fair
value of the collateral if the loan is


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

collateral  dependent.  If the fair  value of a  mortgage  loan is less than the
recorded  investment in the loan, the difference is recorded as an allowance for
mortgage  loan losses.  The change in the  allowance for mortgage loan losses is
reported  with  realized  gains or losses  on  investments.  Interest  income on
impaired loans is recognized on a cash basis.

RECLASSIFICATION

Certain  amounts  for 1995 and 1994 have been  reclassified  to  conform  to the
current year presentation.

2.  DIVIDEND LIMITATIONS

Missouri has  legislation  that requires prior reporting of all dividends to the
Director of Insurance.  The Company, as a regulated life insurance company,  may
pay a dividend  from  unassigned  surplus  without the  approval of the Missouri
Department  of  Insurance,  if the  aggregate of all  dividends  paid during the
preceding  12-month  period  does not  exceed the  greater  of 10% of  statutory
stockholder's  equity at the end of the preceding calendar year or the statutory
net gain from  operations  for the  preceding  calendar  year.  A portion of the
statutory equity of the Company that is available for dividends would be subject
to  additional   federal   income  taxes  should   distribution   be  made  from
"policyholders' surplus" (see Note 7).

As of December 31, 1996 and 1995, the Company's statutory  stockholder's  equity
was  $171,240,000  and  $155,465,000,  respectively.  Statutory  net  gain  from
operations  and net  income  for each of the  three  years in the  period  ended
December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                             1996             1995             1994
                                                      -----------------------------------------------------
                                                                         (In Thousands)
<S>                                                          <C>               <C>              <C>

Net gain from operations                                     $10,898           $8,309           $12,764
Net income                                                    10,381            9,418            13,447
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



3.  INVESTMENT OPERATIONS

The Company's  investments  in  available-for-sale  securities are summarized as
follows:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31, 1996
                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE
                                            ---------------------------------------------------------------
                                                                    (In Thousands)
<S>                                            <C>               <C>            <C>          <C>
AVAILABLE-FOR-SALE SECURITIES
Fixed maturities:
   U.S. Treasury securities and obligations
     of U.S. government corporations and
     agencies                                  $   119,125       $  1,571      $    (802)    $   119,894
   Obligations of states and political
     subdivisions                                   40,052            773            (93)         40,732
   Debt securities issued by foreign
     governments                                     4,471            166           (267)          4,370
   Corporate securities                            426,286          6,472         (3,786)        428,972
   Mortgage-backed securities                      687,455          6,031         (8,147)        685,339
   Redeemable preferred stocks                       9,499            157            (29)          9,627
                                                     -----            ---            ---           -----
Total                                            1,286,888         15,170        (13,124)      1,288,934
Equity securities                                   28,644          4,875         (1,169)         32,350
                                                    ------          -----         ------          ------
                                                $1,315,532        $20,045       $(14,293)     $1,321,284
                                                ==========        =======       ========      ==========
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


<TABLE>
<CAPTION>
3.  INVESTMENT OPERATIONS (CONTINUED)

                                                                  DECEMBER 31, 1995
                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE
                                            ---------------------------------------------------------------
                                                                    (In Thousands)
<S>                                            <C>               <C>          <C>            <C>
AVAILABLE-FOR-SALE SECURITIES
Fixed maturities:
   U.S. Treasury securities and obligations
     of U.S. government corporations and
     agencies                                  $   123,483       $  5,483     $     (84)     $   128,882
   Obligations of states and political
     subdivisions                                   34,480          1,694             -           36,174
   Debt securities issued by foreign
     governments                                     4,243            195             -            4,438
   Corporate securities                            393,852         15,992        (2,205)         407,639
   Mortgage-backed securities                      538,692         13,833        (1,323)         551,202
   Redeemable preferred stocks                      12,606            170           (94)          12,682
                                                    ------            ---           ---           ------
Total                                            1,107,356         37,367        (3,706)       1,141,017
Equity securities                                   21,501          2,293        (1,005)          22,789
                                                    ------          -----        ------           ------
                                                $1,128,857        $39,660       $(4,711)      $1,163,806
                                                ==========        =======       =======       ==========
</TABLE>

The amortized cost and estimated fair value of available-for-sale fixed maturity
securities  at December  31,  1996,  by  contractual  maturity,  are as follows.
Expected  maturities will differ from contractual  maturities  because borrowers
may have  the  right  to call or  prepay  obligations  with or  without  call or
prepayment penalties. Maturities of mortgage-backed securities have not been set
forth  in the  following  table,  as such  securities  are  not due at a  single
maturity date:

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1996
                                                     ------------------------------------
                                                       AMORTIZED COST         FAIR VALUE
                                                     ------------------------------------
                                                               (In Thousands)
<S>                                                     <C>               <C>
AVAILABLE-FOR-SALE SECURITIES
Due in one year or less                                 $     54,645      $     54,700
Due after one year through five years                        209,733           210,833
Due after five years through 10 years                        268,002           269,095
Due after 10 years                                            67,053            68,967
                                                             ------            ------
                                                             599,433           603,595
Mortgage-backed securities                                   687,455           685,339
                                                             -------           -------
Total fixed maturity securities                           $1,286,888        $1,288,934
                                                          ==========        ==========
</TABLE>

                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



3.  INVESTMENT OPERATIONS (CONTINUED)

The majority of the Company's mortgage loan portfolio is secured by real estate.
The following table presents  information  about the location of the real estate
that secures mortgage loans in the Company's portfolio:

                                     CARRYING AMOUNT AS OF DECEMBER 31
                                          1996              1995
                                    ------------------------------------
                                              (In Thousands)
State:
   California                             $  68,399        $  62,462
   Texas                                     59,404           41,883
   Arizona                                   51,515           32,460
   Washington                                34,614           30,189
   Missouri                                  34,400           25,328
   Kansas                                    34,069           33,494
   Massachusetts                             33,420           14,503
   Oklahoma                                  32,809           32,506
   Florida                                   30,790           30,440
   Other                                    324,936          215,907
                                            -------          -------
                                           $704,356         $519,172
                                           ========         ========

The following  table lists the Company's  investment in impaired  mortgage loans
and related  allowance for credit losses at December 31. The table also includes
the  average  recorded  investment  in  impaired  loans and  interest  income on
impaired loans.

<TABLE>
<CAPTION>
                                                                     1996          1995         1994
                                                                ------------------------------------------
                                                                              (In Thousands)
<S>                                                                   <C>           <C>           <C>
Impaired mortgage loans                                               $2,516        $5,160        $3,218
Allowance for credit losses                                              691         1,651           922
                                                                         ---         -----           ---
Net recorded investment in impaired loans                             $1,825        $3,509        $2,296
                                                                      ======        ======        ======

Average recorded investment in impaired loans                         $2,667        $2,902        $2,757
                                                                      ======        ======        ======

Interest income on impaired loans                                    $   115       $   403      $     46
                                                                     =======       =======      ========
</TABLE>



                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


3.  INVESTMENT OPERATIONS (CONTINUED)

Bonds,  mortgage  loans,   preferred  stocks  and  common  stocks  approximating
$4,200,000  and  $9,000,000  were on  deposit  with  regulatory  authorities  at
December 31, 1996 and 1995, respectively.

Set forth below is a summary of consolidated net investment income for the years
ended December 31:

<TABLE>
<CAPTION>
                                                               1996            1995            1994
                                                          -------------------------------------------------
                                                                           (In Thousands)
<S>                                                            <C>            <C>             <C>
Fixed maturities:
   Bonds                                                       $  86,066      $  73,930       $  59,458
   Redeemable preferred stocks                                       814          1,176           2,862

Equity securities:
   Common stocks                                                     579            521             463
   Nonredeemable preferred stocks                                    438            330             531
Mortgage loans on real estate                                     52,973         41,770          37,475
Policy loans                                                       3,953          3,952           3,971
Short-term investments                                             3,016          4,779           2,225
Other                                                                269            340             137
                                                                     ---            ---             ---
                                                                  148,108        126,798         107,122
Less:


   Investment income from discontinued operations                      -            211           2,718
   Investment expenses                                             2,479          1,982           2,310
                                                                   -----          -----           ----- 
Net investment income from continuing operations

                                                                $145,629       $124,605        $102,094
                                                                ========       ========        ========
</TABLE>

                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



3.  INVESTMENT OPERATIONS (CONTINUED)

Realized gains (losses) on available-for-sale securities disposed of during 1996
and 1995 consisted of the following:

<TABLE>
<CAPTION>
                                                           1996              1995              1994
                                                   --------------------------------------------------------
                                                                       (In Thousands)
<S>                                                        <C>                <C>               <C>
Available-for-sale:
   Fixed maturity securities:
     Gross realized gains                                  $7,953             $10,246           $6,911
     Gross realized losses                                 (1,622)             (4,388)          (4,118)
   Equity securities:
     Gross realized gains                                   2,001               1,789              329
     Gross realized losses                                      -                (376)            (108)
Other investments                                          (2,426)             (2,981)          (1,695)
                                                           ------              ------           ------ 
Net realized gains                                         $5,906            $  4,290           $1,319
                                                           ======            ========           ======
</TABLE>

Sales of investments in securities  available-for-sale  in 1996,  1995 and 1994,
excluding maturities and calls,  resulted in gross realized gains of $9,798,800,
$11,887,000 and $5,443,000 and gross realized  losses of $1,290,500,  $4,564,000
and $3,926,000, respectively.

The net carrying value of non-income-producing  investments at December 31, 1996
and 1995, which were non-income-producing during the year, consisted of mortgage
loans  of  $1,293,000   and   $1,270,000  and  bonds  of  $1,200,000  and  $-0-,
respectively.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



4.  INVESTMENT CONTRACTS

The  carrying  amounts  and  fair  values  of  the  Company's   liabilities  for
investment-type  insurance  contracts  (included with future policy benefits and
contract account balances in the balance sheet) at December 31 are as follows:

<TABLE>
<CAPTION>
                                                         1996                           1995
                                            ---------------------------------------------------------------
                                                CARRYING         FAIR         CARRYING          FAIR
                                                 AMOUNT          VALUE         AMOUNT          VALUE
                                            ---------------------------------------------------------------
                                                                    (In Thousands)
<S>                                             <C>             <C>              <C>            <C>
Guaranteed investment contracts                 $   596,499     $   598,241      $451,809       $461,858
Flexible and single premium
   deferred annuities                               501,322         480,085       390,145        371,512
                                                    -------         -------       -------        -------


Total investment-type insurance contracts        $1,097,821      $1,078,326      $841,954       $833,370
                                                 ==========      ==========      ========       ========
</TABLE>

Fair values of the Company's insurance contracts other than investment contracts
are not required to be disclosed.  However, the fair values of liabilities under
all insurance  contracts are taken into  consideration in the Company's  overall
management of interest rate risk, which minimizes  exposure to changing interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance contracts.

5.  COMMITMENTS AND CONTINGENCIES

The Company  leases  equipment and certain office  facilities  from others under
operating leases through 2003. Certain other equipment and facilities are rented
monthly.  Rental expense  amounted to $2,117,000,  $2,742,000 and $2,861,000 for
the years ended December 31, 1996, 1995 and 1994,  respectively.  As of December
31, 1996, the minimum future payments under  noncancelable  operating leases for
each of the next  five  years  and in the  aggregate  subsequent  to 2001 are as
follows:

1997                                              $1,403,000
1998                                                 881,000
1999                                                 739,000
2000                                                 404,000
2001                                                 276,000
Subsequent to 2001                                   120,000
                                                     =======
Total                                             $3,823,000
                                                  ==========

                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


5.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

Total  outstanding  commitments  to fund  mortgage  loans were  $46,735,000  and
$36,620,000 at December 31, 1996 and 1995, respectively.

The Company and its subsidiaries are parties to certain claims and legal actions
arising  during the ordinary  course of business.  In the opinion of management,
after  consulting  with legal counsel,  these matters will not have a materially
adverse effect on the operations or financial position of the Company.

6.  PROPERTY, EQUIPMENT AND SOFTWARE

A  summary  of  property,  equipment  and  software  at  December  31 and  their
respective depreciation rates is as follows:

<TABLE>
<CAPTION>
                                                        RATE OF
                                                      DEPRECIATION            1996             1995
                                                   ------------------- ------------------------------------
                                                                                 (In Thousands)
<S>                                                   <C>                     <C>               <C>
Home office building, including land with
   a cost of $425,000                                      2%                 $23,158           $23,155
Other real estate not held-for-sale or
   rental                                                  4%                   1,126             2,044
Less accumulated depreciation                                                 (11,963)          (11,390)
                                                                              -------           ------- 
                                                                               12,321            13,809

Equipment and software                                   5%-33%                29,010            29,662
Less accumulated depreciation                                                 (22,441)          (20,975)
                                                                              -------           ------- 
                                                                                6,569             8,687
                                                                                -----             -----
Total property, equipment and software                                        $18,890           $22,496
                                                                              =======           =======
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


7.  FEDERAL INCOME TAXES

Certain  amounts  that were not  currently  taxed  under  pre-1984  tax law were
credited to a "policyholders' surplus" account. This account is frozen under the
1984 Tax Act and is taxable only when distributed to stockholders, at which time
it is taxed at regular  corporate  rates.  The  "policyholders'  surplus" of the
Company   approximates  $88  million.  The  Company  has  no  present  plan  for
distributing the amount in "policyholders' surplus." Consequently,  no provision
has been made in the  consolidated  financial  statements for the taxes thereon.
However,  if such taxes were  assessed,  the  amount of taxes  payable  would be
approximately $31 million.

Earnings taxed on a current basis are accumulated in a  "shareholder's  surplus"
account and can be distributed to the shareholder without tax. The shareholder's
surplus amounted to approximately $219 million, $212 million and $213 million at
December 31, 1996, 1995 and 1994, respectively.

The  significant  components  comprising  the Company's  deferred tax assets and
liabilities as of December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                                         1996                 1995
                                                                 ------------------------------------------
<S>                                                                       <C>                  <C>
Deferred tax liabilities:
   Deferred acquisition costs                                             $27,426              $26,104
   Sale of BMA Corporation stock                                           14,169               14,169
   Unrealized investment gains and losses                                   1,987                8,237
   Other                                                                    5,532                6,164
                                                                            -----                -----
Total deferred tax liability                                               49,114               54,674

Deferred tax assets:

   Reserve for future contractowner benefits                               23,012               25,436
   Accrued expenses                                                         6,636                7,794
   Other                                                                    4,554                4,428
                                                                            -----                -----
Total deferred tax assets                                                  34,202               37,658
                                                                           ======               ======
Net deferred tax liability                                                $14,912              $17,016
                                                                          =======              =======
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


7.  FEDERAL INCOME TAXES (CONTINUED)

The  components of the provision for income taxes and the temporary  differences
generating deferred income taxes for the years ended December 31 are as follows:

<TABLE>
<CAPTION>
                                                                 1996           1995            1994
                                                            -----------------------------------------------
                                                                            (In Thousands)
<S>                                                              <C>            <C>             <C>
Current                                                          $  6,757       $  4,830        $12,744

Deferred:
   Deferred policy acquisition costs                                1,322          4,139             16
   Future policy benefits                                           2,424          4,010            587
   Accrual of discount                                                408            494            497
   Tax on realized gains greater than book                         (1,076)        (1,034)        (2,474)
   Employee benefit plans                                              86           (148)           440
   Other, net                                                         982           (436)            59
                                                                      ---           ----             --
                                                                    4,146          7,025           (875)
                                                                    -----          -----           ---- 
Total                                                              10,903         11,855         11,869

Less taxes from discontinued operations:

   Current                                                           (149)         1,539          6,858
   Deferred                                                           884          1,813         (2,363)
                                                                      ---          -----         ------ 
                                                                      735          3,352          4,495
                                                                      ---          -----          -----
Total taxes from continuing operations                            $10,168       $  8,503       $  7,374
                                                                  =======       ========       ========
</TABLE>

At December 31, 1994,  the Company  recorded a  $3,000,000  valuation  allowance
against  deferred tax assets  resulting  from  cumulative  unrealized  losses on
available-for-sale   securities.  The  Company  did  not  record  any  valuation
allowances  against  deferred  tax assets at December  31, 1995 or December  31,
1996.

                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



7.  FEDERAL INCOME TAXES (CONTINUED)

Total taxes vary from the amounts  computed by applying  the federal  income tax
rate of 35% to earnings from continuing operations for the following reasons:

<TABLE>
<CAPTION>
                                                                       1996         1995         1994
                                                                  -----------------------------------------
                                                                               (In Thousands)
<S>                                                                  <C>             <C>          <C>
Application of statutory rate to earnings before taxes
   on income                                                         $  9,888        $8,375       $7,195
Tax-exempt municipal bond interest and dividends
   received deductions                                                   (291)         (293)        (437)
Other                                                                     571           421          616
                                                                          ---           ---          ---
                                                                      $10,168        $8,503       $7,374
                                                                      =======        ======       ======
</TABLE>


8.  BENEFIT PLANS

TRUSTEED EMPLOYEE RETIREMENT PLAN AND JONES & BABSON, INC. PENSION PLAN

The Company has a trusteed employee  retirement plan for the benefit of salaried
employees  who have reached age 21 and who have  completed  one year of service.
The plan, which is administered by an Employees' Retirement Committee consisting
of at least three  officers  appointed by the Board of Directors of the Company,
provides for normal retirement at age 65, or earlier retirement based on minimum
age and  service  requirements.  Retirement  may be  deferred  to age  70.  Upon
retirement,  the retirees  receive monthly benefit  payments from the plan's BMA
group pension investment  contract.  During 1996,  approximately $3.0 million of
annual benefits were covered by group pension investment contracts issued by the
Company.  Assets of the plan,  primarily  equities,  are held by three  trustees
appointed by the Board of Directors.

The  Company's  subsidiary,  Jones & Babson,  Inc.,  has a pension plan covering
substantially  all employees.  As of January 5, 1995,  that plan was merged into
the  trusteed  plan for BMA  salaried  employees.  The  benefits for the Jones &
Babson,  Inc.  employees  in the  merged  plan are the same as  provided  in the
previous Jones & Babson, Inc. pension plan.

Employees of the Company's  subsidiary,  BMA Financial  Services,  Inc.,  became
eligible to participate in the Company's plan effective January 1, 1995.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


8.  BENEFIT PLANS (CONTINUED)

The following table sets forth the plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                                     1996          1995           1994
                                                                --------------------------------------------
                                                                              (In Thousands)
<S>                                                                  <C>           <C>            <C>
Actuarial present value of accumulated benefit obligations:
     Vested                                                          $ 45,377      $ 46,983       $ 41,757
     Non-vested                                                         1,296         2,403          2,357
                                                                        -----         -----          -----
Total                                                                $ 46,673      $ 49,386       $ 44,114
                                                                     ========      ========       ========
Projected benefit obligation for service rendered to date
                                                                     $(57,186)     $(57,359)      $(54,385)
Plan assets at fair value                                              79,679        72,926         62,539
                                                                       ------        ------         ------
Plan assets in excess of projected benefit obligation                  22,493        15,567          8,154

Unrecognized  net gain from past  experience  different  from
 that  assumed  and effects of changes in assumptions
                                                                      (24,732)      (18,717)       (14,380)
Prior service cost not yet recognized in net periodic
   pension cost                                                         2,607         3,161          5,365
Unrecognized net asset at January 1, 1987 being recognized
   over 15 years                                                       (1,471)       (1,765)        (2,058)
                                                                       ------        ------         ------ 
Accrued pension cost                                                $  (1,103)    $  (1,754)     $  (2,919)
                                                                    =========     =========      ========= 

Net pension cost included the following components:

   Service cost - benefits earned during the period                 $   1,797     $   1,758      $   2,368
   Interest cost on projected benefit obligation                        4,195         4,089          3,938
   Actual return on plan assets                                        (9,745)      (12,888)          (574)
   Net amortization and deferral                                        3,102         7,019         (5,194)
                                                                        -----         -----         ------ 
Net pension cost (benefit)                                          $    (651)  $       (22)    $      538
                                                                    =========   ===========     ==========
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)



8.  BENEFIT PLANS (CONTINUED)

In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 8% for 1996, 7.5% for 1995 and
8% for 1994 (6.5% for the Jones & Babson plan in 1994), and the rate of increase
in future compensation levels used was 5.5% for 1996, 5.0% for 1995 and 5.5% for
1994 (5.26% for the Jones and Babson plan in 1994). The expected  long-term rate
of return  on  assets  was 8% in 1996,  1995 and 1994  (7.75%  for the Jones and
Babson plan in 1994).

SUPPLEMENTAL RETIREMENT PROGRAMS AND DEFERRED COMPENSATION PLAN

The Company has supplemental  retirement  programs for senior executive officers
and for group sales managers and group sales persons who are participants in the
trusteed  retirement plan. These programs are not qualified under Section 401(a)
of the Internal  Revenue Code and are not prefunded.  Benefits are paid directly
by the Company as they become due.  Benefits are equal to an amount  computed on
the  same  basis  as  under  the  trusteed  retirement  plan  (except  incentive
compensation  is included  and  limitations  under  Sections  401 and 415 of the
Internal  Revenue Code are not considered) less the actual benefit payable under
the trusteed plan.

The Company also has a deferred  compensation  plan for the  Company's  managers
that provides  retirement benefits based on renewal premium income at retirement
resulting  from the sales unit  developed  by the  manager.  This program is not
qualified  under  Section  401(a)  of  the  Internal  Revenue  Code  and  is not
prefunded.  As of  January  1, 1987,  the plan was  frozen  with  respect to new
entrants.  Currently,  there are two  managers  who have not retired and will be
entitled to future  benefits under the program.  The actuarial  present value of
benefits shown below includes these active managers, as well as all managers who
have retired and are entitled to benefits under the program.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


8.  BENEFIT PLANS (CONTINUED)

The following table sets forth the combined  supplemental  retirement  programs'
and deferred compensation plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                                      1996          1995         1994
                                                                 ------------------------------------------
                                                                              (In Thousands)
<S>                                                                 <C>           <C>             <C>
Actuarial present value of accumulated benefit obligations:
     Vested                                                         $   8,535     $   8,773       $ 6,418
     Non-vested                                                           234           294           188
                                                                          ---           ---           ---
Total                                                               $   8,769     $   9,067       $ 6,606
                                                                    =========     =========       =======

Projected benefit obligation for service rendered to
   date                                                              $(10,178)     $(10,583)      $(8,405)
Unrecognized net loss from past experience different from
   that assumed and effects of changes in assumptions

                                                                        1,319         2,037           160
Prior service cost not yet recognized in net

   periodic pension cost                                                  856         1,034         1,210
Unrecognized net obligation at January 1, 1987
   being recognized over 15 years                                         911         1,093         1,276
Adjustment required to recognize minimum liability                     (1,677)       (2,648)         (870)
                                                                       ------        ------          ---- 
Accrued pension liability                                           $  (8,769)    $  (9,067)      $(6,629)
                                                                    =========     =========       ======= 

Net pension cost included the following components:
   Service cost - benefits earned during the period                $      189    $      197      $    178
   Interest cost on projected benefit obligation                          761           651           592
   Net amortization and deferral                                          513           371           367
                                                                          ---           ---           ---
Net pension cost                                                    $   1,463     $   1,219       $ 1,137
                                                                    =========     =========       =======
</TABLE>

In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 8% for 1996, 7.5% for 1995 and
8% for 1994.  The rate of increase in future  compensation  levels used was 5.5%
for 1996, 5.0% for 1995 and 5.5% for 1994.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


8.  BENEFIT PLANS (CONTINUED)

SAVINGS AND INVESTMENT PLANS

The Company has savings and investment  plans qualifying under Section 401(k) of
the Internal Revenue Code.  Employees and sales  representatives are eligible to
participate after one year of service. Participant contributions are invested by
the trustees for the plans at the  direction  of the  participant  in any one or
more of four  investment  funds.  The Company makes  matching  contributions  in
varying amounts. The Company's matching  contributions amounted to $1,284,000 in
1996,  $1,336,000 in 1995 and $1,586,000 in 1994.  Participants are fully vested
in the company match after five years of service.

The  Company  has a field  force  retirement  plan for the benefit of agents and
managers.  The plan is a  defined  contribution  plan  with  contributions  made
entirely by the Company.  Each agent or manager  under a standard  contract with
one year of service  with the Company is eligible  to  participate.  The Company
makes an  annual  contribution  for  each  participant  equal to 3% of  eligible
earnings up to the Social  Security wage base and 6% of eligible  earnings which
are in excess of the Social Security wage base. Each participant is fully vested
in his  retirement  account after five years of service.  Assets of the plan are
deposited in a retirement trust fund and maintained by the plan trustees who are
appointed by the Company.  The Company  incurred  costs  related to this plan of
$225,000 in 1996, $420,000 in 1995 and $270,000 in 1994.

DEFINED BENEFIT HEALTH CARE PLAN

In  addition to the  Company's  other  benefit  plans,  the Company  sponsors an
unfunded defined benefit health care plan that provides  postretirement  medical
benefits to full-time employees for whom the sum of the employee's age and years
of service  equals or exceeds 75, with a minimum  age  requirement  of 50 and at
least 10 years of service. The plan is contributory,  with retiree contributions
adjusted annually,  and contains other cost-sharing features such as deductibles
and coinsurance.  The accounting for the plan anticipates a future  cost-sharing
arrangement with retirees that is consistent with the Company's past practices.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


8.  BENEFIT PLANS (CONTINUED)

The following table presents the plan's funded status at December 31:

<TABLE>
<CAPTION>
                                                                1996            1995            1994
                                                           ------------------------------------------------
                                                                           (In Thousands)
<S>                                                               <C>           <C>             <C>
Accumulated postretirement benefit obligation:
   Retirees                                                       $10,199       $  9,843        $  6,906
   Active plan participants                                         2,054          2,222           3,800
                                                                    -----          -----           -----
                                                                   12,253         12,065          10,706
Plan assets at fair value                                               -              -               -
                                                                  -------         ------          ------
Accumulated postretirement benefit obligation in
   excess of plan assets                                           12,253         12,065          10,706
Unrecognized net gain                                                (125)           464             499
Unrecognized transition obligation                                 (5,199)        (5,526)         (9,202)
Unrecognized prior service costs                                   (4,008)        (4,415)              -
                                                                   ------         ------           ------     
Accrued postretirement benefit cost                              $  2,921       $  2,588        $  2,003
                                                                 ========       ========        ========
</TABLE>

Net periodic postretirement benefit cost includes the following components:

<TABLE>
<CAPTION>
                                                                       1996         1995         1994
                                                                  -----------------------------------------
                                                                               (In Thousands)
<S>                                                                   <C>           <C>          <C>
Service cost                                                          $   118       $   153      $   176
Interest cost                                                             867           771          744
Amortization of transition obligation over 20 years                       327           511          511
Amortization of past service costs                                        407             -            -
                                                                         ----          ----        -----         
Net periodic postretirement benefit cost                               $1,719        $1,435       $1,431
                                                                       ======        ======       ======
</TABLE>


The  weighted-average  annual assumed rate of increase in the per capita cost of
covered  benefits (i.e.,  health care cost trend rate) is 4% per year,  equal to
the maximum  contractual  increase of the  Company's  contribution.  Because the
Company's future contributions are contractually  limited as discussed above, an
increase  in the health  care cost trend rate has a minimal  impact on  expected
benefit payments.

The   weighted-average   discount  rate  used  in  determining  the  accumulated
postretirement benefit obligation was 7.5% at December 31, 1996, 1995 and 1994.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


8.  BENEFIT PLANS (CONTINUED)

During the year ended  December  31, 1994,  the Company  adopted  material  plan
amendments  that  resulted  in a  reduction  of the  accumulated  postretirement
benefit obligation of approximately $3,309,000.  The most significant amendments
were  transfer of coverage  for  Medicare-eligible  retirees to a fully  insured
program provided by another independent  insurance company and limitation of the
increase of the Company's contribution for other retirees to 4% each year. These
changes  are  considered   "negative"  plan  amendments   under  SFAS  No.  106,
"Employers'  Accounting for  Postretirement  Benefits Other Than Pensions," and,
accordingly,  have been  reflected  as a reduction of the  remaining  transition
obligation.

During the year ended December 31, 1995,  the Company  recognized a reduction in
the accumulated  postretirement  benefit obligation of approximately  $3,165,000
from a  curtailment  of the  plan due to the  disposal  of its  medical  line of
business. The decrease in the accumulated  postretirement benefit obligation has
been  directly  offset by a reduction of the remaining  unrecognized  transition
obligation.  The Company also adopted certain plan  amendments  during 1995 that
resulted in an increase to the accumulated  postretirement benefit obligation of
approximately $4,415,000 related to prior service rendered by plan participants.
This amount has been deferred and will be amortized  over the remaining  service
period of active plan participants.

9.  REINSURANCE

The Company actively solicits reinsurance from other companies. The Company also
cedes  portions of the  insurance it writes as described in the next  paragraph.
The effect of reinsurance on premiums earned from  continuing  operations was as
follows:

<TABLE>
<CAPTION>
                                                                  1996           1995           1994
                                                             ----------------------------------------------
                                                                            (In Thousands)
<S>                                                               <C>            <C>            <C>
Direct                                                            $124,912       $153,476       $223,957
Assumed                                                            116,154        102,212         88,279
Ceded                                                              (38,114)       (77,604)       (29,297)
                                                                   -------        -------        ------- 
Total net premium                                                  202,952        178,084        282,939
Less net premium from discontinued operations                            -            430        125,065
                                                                    ------            ---        -------
Total net premium from continuing operations                      $202,952       $177,654       $157,874
                                                                  ========       ========       ========
</TABLE>


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


9.  REINSURANCE (CONTINUED)

The Company reinsures with other companies  portions of the insurance it writes,
thereby  limiting  its  exposure  on larger  risks.  Normal  retentions  without
reinsurance  are $750,000 on an individual  life policy,  $750,000 on individual
life insurance assumed and $200,000 on an individual life insured under a single
group life policy.  As of December 31, 1996, the Company had ceded to other life
insurance  companies  individual life insurance in force of approximately  $18.3
billion and group life of  approximately  $588  million.  Benefits  and reserves
ceded to other insurers  amounted to  $28,132,000,  $53,672,000  and $19,088,000
during the years  ended  December  31,  1996,  1995 and 1994,  respectively.  At
December  31,  1996 and  1995,  policy  reserves  ceded to other  insurers  were
$43,573,000  and  $41,171,000,  respectively.  Claim  reserves ceded amounted to
$14,604,000  and  $9,072,000  at December 31, 1996 and 1995,  respectively.  The
Company remains  contingently  liable on all reinsurance  ceded by it to others.
This  contingent  liability  would  become an actual  liability  in the event an
assuming  reinsurer should fail to perform its obligations under its reinsurance
agreement with the Company.

10.  RELATED-PARTY TRANSACTIONS

The Company  reimburses  Generali's U.S. branch for certain expenses incurred on
the Company's  behalf.  These expenses were not material in either 1996 or 1995.
The Company  retrocedes a portion of the life  insurance it assumes to Generali.
In accordance  with this  agreement,  the Company ceded  premiums of $1,035,000,
$1,023,000 and $472,000  during 1996, 1995 and 1994,  respectively.  The Company
ceded no claims during 1996 and 1995 and ceded claims of $300,000 during 1994.

In 1995, the Company entered into a modified coinsurance agreement with Generali
to cede 50% of certain  single-premium  deferred annuity  contracts  issued.  In
accordance with this agreement, $60 million and $137 million in account balances
were ceded to Generali in 1996 and 1995, respectively,  and Generali loaned such
amounts back to the Company.  The  recoverable  amount from  Generali was offset
against the loan.  The net expense  related to this agreement was $1,344,000 and
$136,000  for the years  ended  December  31, 1996 and 1995,  respectively.  The
Company  held a payable to  Generali  of  $972,000  at  December  31, 1996 and a
receivable  from  Generali of  $6,368,000  at December  31, 1995 related to this
agreement.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


11.  STOCKHOLDER'S EQUITY

The  components  of the balance  sheet  caption "net  unrealized  gain (loss) on
securities" in stockholder's equity are summarized as follows:

<TABLE>
<CAPTION>
                                                             1996             1995              1994
                                                     ------------------------------------------------------
                                                                        (In Thousands)
<S>                                                          <C>              <C>             <C>
Net unrealized gain (loss) on securities:
   Fixed maturities                                          $2,046           $33,661         $(45,797)
   Equity securities                                          3,706             1,288           (2,099)
                                                              -----             -----           ------ 
Net unrealized gain (loss)                                    5,752            34,949          (47,896)

Adjustment to deferred policy acquisition
   costs                                                        (35)          (13,453)          11,204
Adjustment to unearned revenue reserve                          (44)            2,038           (3,100)
Deferred income taxes                                        (1,987)           (8,237)          10,927
                                                             ------            ------           ------
Net unrealized gain (loss)                                   $3,686           $15,297         $(28,865)
                                                             ======           =======         ======== 
</TABLE>

12.  DISCONTINUED OPERATIONS

In June of 1994,  the Company  adopted a plan to dispose of its medical  line of
business.  Accordingly,  the  medical  line of business  is  considered  to be a
discontinued operation at December 31, 1996, 1995 and 1994, and the consolidated
financial  statements  report separately the net assets and operating results of
the discontinued operations.

During 1994,  the Company  entered into an agreement to dispose of the Company's
Kansas and Missouri group medical  business and sell the Company's  wholly-owned
HMO, BMA Selectcare.  The transaction closed on December 31, 1994. The agreement
provided for the full  reinsurance  of the Company's  Kansas and Missouri  group
medical business through the renewal dates of the related group contracts. Under
the  agreement,  the Company  continued to remain  primarily  liable for claims,
billing  and  receipts  through  the  next  anniversary  dates  of the  policies
reinsured.  Accordingly, all related assets and liabilities of this business are
reflected  in the  Company's  balance  sheet  with the net  amount  of cash paid
related to the transfer of the assets and liabilities  reflected as "funds held"
of $1,990,000  included in other assets in the December 31, 1995 balance  sheet.
The  estimated  gain on disposal of this business of  $4,526,000,  net of income
taxes,  was recorded in 1994.  An additional  gain of $661,000,  net of tax, was
recorded in 1995, reflecting various adjustments to initial estimates.


                  Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)


             Notes to Consolidated Financial Statements (continued)


12.  DISCONTINUED OPERATIONS (CONTINUED)

The  Company  also  entered  into an  agreement  during  1994 to  dispose of the
remainder  of its medical  line of  business,  effective  January 1, 1995.  This
transaction closed January 31, 1995 and, accordingly,  was reflected in the 1995
financial   statements.   The  agreement   provided  for  the   reinsurance   of
substantially  all of the  Company's  remaining  group  and  individual  medical
business  through  the  renewal  dates  of  the  related  contracts.  Under  the
agreement,  the Company continued to remain primarily liable for claims, billing
and  receipts  through the next  anniversary  dates of the  policies  reinsured.
Accordingly,  all related assets and  liabilities of this business are reflected
in the Company's  balance sheet. The estimated gain on disposal of this business
of $5,694,000,  net of income taxes, was recorded in 1995. An additional gain of
$1,416,000,  net of income  taxes,  was  recorded  in 1996,  reflecting  various
adjustments to initial estimates.

A summary of operating results of the discontinued operations for the year ended
December 31, 1994 is as follows:

                                                      1994
                                               --------------------
                                                 (In Thousands)

           Premium revenues                           $125,065
           Total revenues                              128,779
           Income before tax                             5,880
           Tax expense                                   2,058
           Net income                                    3,822



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