BMA VARIABLE ANNUITY ACCOUNT A
497, 1998-05-12
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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

                                   May 1, 1998

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 MAY 1,
1998.


                                TABLE OF CONTENTS

                                                                    PAGE

COMPANY   ........................................................... 

EXPERTS   ........................................................... 

LEGAL OPINIONS ...................................................... 

DISTRIBUTOR ......................................................... 

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

FEDERAL TAX STATUS .................................................. 

ANNUITY PROVISIONS ..................................................

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

FINANCIAL STATEMENTS ................................................


                                     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 financial  statements of BMA Variable Annuity Account A at December 31, 1997
and for the period from November  24,1997  (inception)  to December 31, 1997 and
the  consolidated  financial  statements of Business Men's Assurance  Company of
America at December  31,  1997 and 1996,  and for each of the three years in the
period  ended  December  31, 1997,  appearing  in this  Statement of  Additional
Information  have been audited by Ernst & Young LLP,  1200 Main  Street,  Kansas
City,  Missouri  64105,  independent  auditors,  as set  forth in their  reports
thereon  appearing  elsewhere  herein,  and are  included in reliance  upon such
reports  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.

                                FEDERAL 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 the Contract 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.

   Roth IRAs

Beginning in 1998,  individuals may purchase a new type of  non-deductible  IRA,
known as a Roth IRA.  Purchase  payments for a Roth IRA are limited to a maximum
of $2,000 per year. Lower maximum limitations apply to individuals with adjusted
gross  incomes  between  $95,000 and  $110,000 in the case of single  taxpayers,
between  $150,000  and  $160,000 in the case of married  taxpayers  filing joint
returns,  and  between $0 and  $10,000 in the case of married  taxpayers  filing
separately.  An overall $2,000 annual limitation  continues to apply to all of a
taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year period  beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA 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 and 408A (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 Annuitant to the extent
such  distributions do not exceed the amount allowable as a deduction under Code
Section  213 to the  Annuitant  for amounts  paid  during the  taxable  year for
medical care; (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  Annuitant  and his or her spouse and  dependents  if the  Annuitant has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the Annuitant has been re-employed for at least 60 days); (f)
distributions from an Individual Retirement Annuity made to the Annuitant to the
extent such  distributions do not exceed the qualified higher education expenses
(as defined in Section  72(t)(7) of the Code) of the  Annuitant  for the taxable
year; and (g) distributions  from an Individual  Retirement  Annuity made to the
Annuitant which are qualified first-time home buyer distributions (as defined in
Section 72(t)(8) of the Code).

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  balance sheet of BMA Variable  Annuity Account A as of December 31,
1997 and the related  statement of operations  and changes in net assets for the
period from November 24, 1997  (inception)  to December 31, 1997, and the report
of Ernst & Young LLP, independent auditors with respect thereto, follow.

The audited consolidated  financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three year period ended  December
31, 1997 which are also included  herein  should be  considered  only as bearing
upon the ability of the Company to meet its obligations under the Contracts.

                              Financial Statements

                         BMA Variable Annuity Account A

                    Period from November 24, 1997 (inception)
                              to December 31, 1997

                       With Report of Independent Auditors

                         BMA Variable Annuity Account A

                              Financial Statements

         Period from November 24, 1997 (inception) to December 31, 1997

                                    Contents

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

Audited Financial Statements

Statement of Assets and Liabilities..........................................2
Statement of Operations and Changes in Net Assets............................4
Notes to Financial Statements................................................5

                         Report of Independent Auditors

The Contract Owners of BMA Variable Annuity
   Account A and The Board of Directors of
   Business Men's Assurance Company of America

We have  audited the  accompanying  statement of assets and  liabilities  of the
various  portfolios  of BMA  Variable  Annuity  Account  A (the  Company)  as of
December 31, 1997,  and the related  statement of operations  and changes in net
assets for the period from November 24, 1997  (inception)  to December 31, 1997.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of BMA Variable Annuity Account A
at  December  31,  1997,  and the results of its  operations  and changes in net
assets for the period from November 24, 1997  (inception)  to December 31, 1997,
in conformity with generally accepted accounting principles.

Kansas City, Missouri
February 6, 1998

<TABLE>
<CAPTION>

                         BMA Variable Annuity Account A
                       Statement of Assets and Liabilities
                                December 31, 1997

Assets
<S>                                                                                           <C>
Investments (Notes 1 and 3):
   Investors Mark Series Fund, Inc. (IMSF):
     Balanced - 101 shares at net asset value of
       $9.96 per share (cost, $1,006)                                                         $  1,010
     Growth and Income - 341 shares at net asset
       value of $10.41 per share (cost, $3,501)                                                  3,552
     Large Cap Value - 364 shares at net asset value of $9.69
       per share (cost, $3,503)                                                                  3,523
     Small Cap Equity - 509 shares at net asset value of $9.69
       per share (cost, $5,000)                                                                  4,927
     Large Cap Growth - 336 shares at net asset value of $10.71
       per share (cost, $3,500)                                                                  3,602
     Intermediate Fixed Income - 101 shares at net asset value
       of $10.06 per share (cost, $1,007)                                                        1,012
     Mid Cap Equity - 524 shares at net asset
       value of $10.49 per share (cost, $5,506)                                                  5,498
     Money Market - 1,004 shares at net asset value
       of $1.00 per share (cost, $1,004)                                                         1,004
     Global Fixed Income - 101 shares at net asset
       value of $10.09 per share (cost, $1,008)                                                  1,023
   Berger Institutional Products Trust (Berger IPT):
     Berger IPT International Fund - 513 shares at net asset
       value of $9.79 per share (cost, $5,000)                                                   5,022
                                                                                        ===================
Total assets                                                                                   $30,173
                                                                                        ===================
</TABLE>

<TABLE>
<CAPTION>
Liabilities and net assets
Mortality and expense risks payable                                                              $  24
Net assets are represented by (Note 3):
                                                           Number            Unit
                                                          of Units           Value            Amount
                                                      -----------------------------------------------------
   IMSF Balanced:
<S>                                                           <C>            <C>                <C>  
     Accumulation units                                       100            $10.09             1,009
   IMSF Growth and Income:
     Accumulation units                                       353             10.06             3,550
   IMSF Large Cap Value:
     Accumulation units                                       364              9.68             3,521
   IMSF Small Cap Equity:
     Accumulation units                                       507              9.71             4,923
   IMSF Large Cap Growth:
     Accumulation units                                       345             10.43             3,600
   IMSF Intermediate Fixed Income:
     Accumulation units                                       100             10.11             1,011
   IMSF Mid Cap Equity:
     Accumulation units                                       543             10.12             5,494
   IMSF Money Market:
     Accumulation units                                       100             10.03             1,003
   IMSF Global Fixed Income:
     Accumulation units                                       100             10.21             1,021
   Berger IPT International:
     Accumulation units                                       482             10.41             5,017
                                                                                       -------------------
Net assets                                                                                     30,149
                                                                                       -------------------
Total liabilities and net assets                                                              $30,173
                                                                                        ===================
</TABLE>

See accompanying notes.


<TABLE>
<CAPTION>
                         BMA Variable Annuity Account A
                Statement of Operations and Changes in Net Assets
         Period from November 24, 1997 (inception) to December 31, 1997

                                                             GROWTH       LARGE         SMALL        LARGE      INTERMEDIATE  
                                                               AND         CAP           CAP          CAP          FIXED      
                                               BALANCED      INCOME       VALUE        EQUITY       GROWTH         INCOME     
                                            ----------------------------------------------------------------------------------

<S>                                           <C>           <C>         <C>          <C>          <C>            <C>          
Investment income                             $      6      $       1   $       3    $       -    $       -      $       7    
Expenses (Note 2):
   Mortality, expense and
     administrative charges                          1              2           2            4            2              1    
                                            ----------------------------------------------------------------------------------
Net investment income                                5             (1)          1           (4)          (2)             6    
Capital gain distributions                           -              -           -            -            -              -    
Unrealized appreciation (depreciation)
   on investments                                    4             51          20          (73)         102              5    
                                            ----------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
   on investments                                    4             51          20          (73)         102              5    
                                            ----------------------------------------------------------------------------------

Net increase (decrease) in net assets
   resulting from operations                         9             50          21          (77)         100             11    

Net assets at beginning of period                    -              -           -            -            -              -    
Variable annuity deposits
   (Notes 2 and 3)                               1,000          3,500       3,500        5,000        3,500          1,000    
                                            ==================================================================================
Net assets at end of period                     $1,009         $3,550      $3,521       $4,923       $3,600         $1,011    
                                            ==================================================================================
</TABLE>

See accompanying notes.





<TABLE>
<CAPTION>
                         BMA Variable Annuity Account A
                Statement of Operations and Changes in Net Assets
         Period from November 24, 1997 (inception) to December 31, 1997

                                                                       GLOBAL FIXED
                                                MID CAP       MONEY       INCOME      BERGER IPT
                                                EQUITY       MARKET                  INTERNATIONAL      TOTAL
                                            ----------------------------------------------------------------------

<S>                                            <C>          <C>          <C>           <C>           <C>       
Investment income                              $       6    $       4    $       8     $       -     $       35
Expenses (Note 2):
   Mortality, expense and
     administrative charges                            4            1            2             5             24
                                            ----------------------------------------------------------------------
Net investment income                                  2            3            6            (5)            11
Capital gain distributions                             -            -            -             -              -
Unrealized appreciation (depreciation)
   on investments                                     (8)           -           15            22            138
                                            ----------------------------------------------------------------------
Net realized and unrealized gain (loss)
   on investments                                     (8)           -           15            22            138
                                            ----------------------------------------------------------------------

Net increase (decrease) in net assets
   resulting from operations                          (6)           3           21            17            149

Net assets at beginning of period                      -            -            -             -              -
Variable annuity deposits
   (Notes 2 and 3)                                 5,500        1,000        1,000         5,000         30,000
                                            ======================================================================
Net assets at end of period                       $5,494       $1,003       $1,021        $5,017        $30,149
                                            ======================================================================
</TABLE>

See accompanying notes.

                        


                         BMA Variable Annuity Account A
                          Notes to Financial Statements
                                December 31, 1997

1.   Summary of Significant Accounting Policies

Organization

BMA Variable  Annuity Account A (the Account) is a separate  account of Business
Men's  Assurance  Company of America (BMA).  The Account is registered as a unit
investment trust under the Investment Company Act of 1940, as amended.

Deposits  received  by the Account are  invested  in the  Investors  Mark Series
Funds, Inc. (IMSF) funds or the Berger  Institutional  Products Trust (IPT) fund
(mutual funds not otherwise available to the public). As directed by the owners,
amounts may be invested in shares of the following portfolios:

     IMSF Balanced  (emphasis on long-term  growth and high current income) IMSF
     Growth and Income (emphasis on long-term growth and income without a lot of
     fluctuation  in market  value) IMSF Large Cap Value  (emphasis on long-term
     capital  growth) IMSF Small Cap Equity  (emphasis  on  long-term  growth by
     investing  in small and  medium  sized  companies)  IMSF  Large Cap  Growth
     (emphasis on long-term capital appreciation) IMSF Intermediate Fixed Income
     (emphasis on current income with stability of principal and liquidity) IMSF
     Mid Cap Equity  (emphasis on long-term  growth by investing in common stock
     of mid-sized companies) IMSF Money Market (emphasis on current income while
     preserving  capital and  maintaining  liquidity)  IMSF Global  Fixed Income
     (emphasis on maximizing  total return and  generating a market level return
     while preserving both liquidity and principal)

     Berger  IPT  International  (emphasis  on  long-term  capital  appreciation
     through  investments  in non-U.S.  equity  securities  of  well-established
     companies)

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying  mutual funds of IMSF are made by Investors Mark Series Fund, LLC
(IMSF, LLC), which is owned by Jones & Babson,  Inc., a wholly-owned  subsidiary
of BMA. IMSF, LLC has engaged Standish, Ayer & Wood, Inc. to provide subadvisory
services  for the  Intermediate  Fixed  Income  Portfolio,  the  Mid Cap  Equity
Portfolio  and the  Money  Market  Portfolio.  IMSF,  LLC has  engaged  Standish
International  Management Company,  L.P. to provide subadvisory services for the
Global  Fixed  Income  Portfolio.  IMSF,  LLC has  engaged  Stein  Roe & Farnam,
Incorporated to provide subadvisory services for the

1.   Summary of Significant Accounting Policies (continued)

Small Cap Equity  Portfolio and the Large Cap Growth  Portfolio.  IMSF,  LLC has
engaged  David L. Babson & Co.,  Inc. to provide  subadvisory  services  for the
Large Cap Value Portfolio.  IMSF, LLC has engaged Lord,  Abbett & Co. to provide
subadvisory services for the Growth and Income Portfolio.  IMSF, LLC has engaged
Kornitzer  Capital  Management,  Inc. to provide  subadvisory  services  for the
Balanced Portfolio.

Berger  Institutional  Products Trust is a mutual fund with multiple portfolios,
one of which,  the  Berger/BIAM  IPT -  International  Fund,  is managed by BBOI
Worldwide LLC. BBOI Worldwide LLC has retained Bank of Ireland Asset  Management
(U.S.) Limited (BIAM) as subadvisor.

Investment Valuation

Investments  in mutual fund shares are  carried in the  statement  of assets and
liabilities at fair value (net asset value of the underlying  mutual fund).  The
first-in,  first-out  method is used to  determine  realized  gains and  losses.
Security  transactions  are accounted for on the trade date and dividend  income
from the funds to the Account is recorded on the ex-dividend date and reinvested
upon receipt.  Capital gain  distributions  from the mutual funds to the Account
are also reinvested upon receipt.

The cost of investments purchased was as follows:

                                                             Period from
                                                          November 24, 1997
                                                           (inception) to
                                                          December 31, 1997
                                                     ---------------------------

IMSF Balanced                                                   $1,006
IMSF Growth and Income                                           3,501
IMSF Large Cap Value                                             3,503
IMSF Small Cap Equity                                            5,000
IMSF Large Cap Growth                                            3,500
IMSF Intermediate Fixed Income                                   1,007
IMSF Mid Cap Equity                                              5,506
IMSF Money Market                                                1,004
IMSF Global Fixed Income                                         1,008
Berger IPT International                                         5,000


1.   Summary of Significant Accounting Policies (continued)

Federal Income Taxes

The operations of the Account form a part of, and are taxed with, the operations
of BMA,  which is taxed as a life insurance  company under the Internal  Revenue
Code. As a result,  the net asset values of the  subaccounts are not affected by
federal income taxes on income distributions received by the subaccounts.

Use of Estimates

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

2.   Variable Annuity Contract Charges

BMA deducts an administrative fee of $35 per year for each contract,  except for
certain contracts based on a minimum account value.  Mortality and expense risks
assumed by BMA are  compensated  for by a fee  equivalent  to an annual  rate of
1.40% annually of the average daily value of each contract.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent state law, either from purchase payments or from the amount applied to
effect an annuity at the time annuity payments commence.

A  contingent   deferred  sales  charge  is  assessed  by  BMA  against  certain
withdrawals  during the first seven years of the contract,  declining from 7% in
the first year to 1% in the seventh year.

Contract charges retained by BMA from the proceeds of sales of annuity contracts
were not significant during 1997.

3.   Summary of Unit Transactions

                                                                Number
                                                               of Units
                                                              Period from
                                                           November 24, 1997
                                                            (inception) to
                                                           December 31, 1997
                                                      --------------------------

Balanced:
  Variable annuity deposits                                       100
Growth and Income:
  Variable annuity deposits                                       353
Large Cap Value:
  Variable annuity deposits                                       364
Small Cap Equity:
  Variable annuity deposits                                       507
Large Cap Growth:
  Variable annuity deposits                                       345
Intermediate Fixed Income:
  Variable annuity deposits                                       100
Mid Cap Equity:
  Variable annuity deposits                                       543
Money Market:
  Variable annuity deposits                                       100
Global Fixed Income:
  Variable annuity deposits                                       100 
Berger IPT International:
  Variable annuity deposits                                       482

                        CONSOLIDATED FINANCIAL STATEMENTS

                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                  (A MEMBER OF THE GENERALI GROUP OF COMPANIES)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
                       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, 1997 and 1996

                                    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,  1997 and  1996,  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,  1997.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
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  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  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, 1997 and 1996, and
the  consolidated  results of its  operations and its cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted accounting principles.

                                [GRAPHIC OMITTED]

Kansas City, Missouri
February 6, 1998




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

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

ASSETS

Investments (Notes 1 and 3): Securities available-for-sale, at fair value:
     Fixed maturities (amortized cost - $1,308,458 in 1997
<S>        <C>           <C>                                                 <C>              <C>       
       and $1,286,888 in 1996)                                               $1,326,018       $1,288,934
     Equity securities (cost - $46,807 in 1997 and $28,644 in
       1996)                                                                     57,806           32,350
   Mortgage loans on real estate, net of allowance for losses
     of $8,435 in 1997 and $6,879 in 1996                                       842,149          704,356
   Real estate (Note 1)                                                               -            5,498
   Policy loans                                                                  62,207           65,225
   Short-term investments                                                        47,507           39,991
   Other                                                                          3,424            3,830
                                                                       ------------------------------------
Total investments                                                             2,339,111        2,140,184





Accrued investment income                                                        18,520           18,539
Premium and other receivables                                                    10,606           11,817
Deferred policy acquisition costs                                               125,065          131,025
Property, equipment and software (Note 6)                                        16,753           18,890
Reinsurance recoverables:

   Paid benefits                                                                  6,588            3,948
   Benefits and claim reserves ceded                                             72,000           58,177
Other assets (Note 1)                                                            16,216           16,923
Assets held in separate accounts (Note 1)                                        76,964                -
                                                                       ------------------------------------
Total assets                                                                 $2,681,823       $2,399,503
                                                                       ====================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                       <C>                                                <C>              <C>       
Future policy benefits:
   Life and annuity (Note 10)                                                $1,259,319       $1,192,497
   Health                                                                        87,883           75,914
Contract account balances                                                       699,244          636,656
Policy and contract claims                                                       58,381           58,617
Unearned revenues                                                                11,284           13,813
Other policyholder funds                                                         14,286           15,429
Outstanding checks in excess of bank balances                                     2,669            4,673
Current income taxes payable (Note 7)                                             2,158            4,345
Deferred income taxes (Note 7)                                                   12,244           14,912
Payable to affiliate (Note 10)                                                      799              972
Other liabilities                                                                72,858           44,808
Liabilities related to separate accounts (Note 1)                                76,964                -
                                                                       ------------------------------------
Total liabilities                                                             2,298,089        2,062,636

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           40,106
   Net unrealized gains (losses) on securities                                   14,364            3,686
   Retained earnings                                                            317,264          281,075
                                                                       ------------------------------------
Total stockholder's equity                                                      383,734          336,867
                                                                       ------------------------------------
Total liabilities and stockholder's equity                                   $2,681,823       $2,399,503
                                                                       ====================================

See accompanying notes.
</TABLE>



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

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                                              1997             1996              1995
                                                        -----------------------------------------------------
                                                                           (In Thousands)

Revenues:
   Premiums:
<S>                                                           <C>              <C>              <C>     
     Life and annuity                                         $154,602         $142,461         $130,360
     Health                                                     43,518           60,491           47,294
   Other insurance considerations                               37,928           38,780           37,183
   Net investment income (Note 3)                              167,346          145,629          124,605
   Realized gains, net (Note 3)                                  5,121            5,906            4,290
   Other income                                                 35,941           26,802           23,394
                                                        ---------------------------------------------------
Total revenues                                                 444,456          420,069          367,126

Benefits and expenses:

   Life and annuity benefits                                   126,345          122,915          111,734
   Health benefits                                              27,812           42,224           40,132
   Increase in policy liabilities including
     interest credited to account balances                     104,581           94,530           65,017
   Real estate expense, net                                        932              551              649
   Commissions                                                  53,622           55,180           54,176
   Increase in deferred policy acquisition costs                (1,229)          (5,459)         (16,366)
   Taxes, licenses and fees                                      4,654            5,229            5,251
   Other operating costs and expenses                           89,018           76,647           82,604
                                                        ---------------------------------------------------
Total benefits and expenses                                    405,735          391,817          343,197
                                                        ---------------------------------------------------

Earnings from continuing operations before income
   tax expense                                                  38,721           28,252           23,929
Income tax expense (Note 7)                                      2,532           10,168            8,503
                                                        ---------------------------------------------------
Earnings from continuing operations                             36,189           18,084           15,426

Discontinued operations (Note 12):
   Gain on sale of discontinued operations, net of
     income tax expense of $735 in 1996 and $3,352
     in 1995                                                         -            1,416            6,355
                                                        ---------------------------------------------------
Earnings from discontinued operations                                -            1,416            6,355
                                                        ---------------------------------------------------
Net earnings                                                 $  36,189        $  19,500        $  21,781
                                                        ===================================================
</TABLE>

See accompanying notes.



                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                 Consolidated Statements of Stockholder's Equity
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                            1997             1996              1995
                                                      -----------------------------------------------------
                                                                         (In Thousands)

Common stock:

<S>                                                        <C>              <C>               <C>      
   Balance at beginning and end of year                    $  12,000        $  12,000         $  12,000

Paid-in capital:
   Balance at beginning of year                               40,106           25,106            25,106
      Additional paid-in capital                                   -           15,000                 -
                                                      ----------------------------------------------------
   Balance at end of year                                     40,106           40,106            25,106

Net unrealized gains (losses) on securities:

   Balance at beginning of year                                3,686           15,297           (28,865)
     Change in net unrealized gains (losses)                  10,678          (11,611)           44,162
                                                      ----------------------------------------------------
   Balance at end of year                                     14,364            3,686            15,297

Retained earnings:

   Balance at beginning of year                              281,075          266,575           252,794
     Net earnings                                             36,189           19,500            21,781
     Dividends declared (Note 2)                                   -           (5,000)           (8,000)
                                                      ----------------------------------------------------
   Balance at end of year                                    317,264          281,075           266,575
                                                      ----------------------------------------------------
Total stockholder's equity                                  $383,734         $336,867          $318,978
                                                      ====================================================
</TABLE>

See accompanying notes.



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

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                       1997         1996         1995

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

OPERATING ACTIVITIES

<S>                                                                 <C>           <C>          <C>      
Net earnings                                                        $  36,189     $  19,500    $  21,781
Adjustments to reconcile net earnings to net cash
   provided by operating activities:

     Deferred income tax (benefit)                                     (8,416)        4,146        7,025
     Realized gains, net                                               (5,121)       (5,906)      (4,290)
     Gain on disposal of discontinued segment                               -        (2,151)      (7,417)
     Discount accretion, net                                             (975)       (1,246)      (1,090)
     Policy loans lapsed in lieu of surrender benefits                  1,021         2,996        3,201
     Depreciation                                                       3,778         4,153        4,817
     Amortization                                                         782           782          782
     Changes in assets and liabilities:

       (Increase) decrease in accrued investment income                    19        (1,392)      (1,719)
       (Increase) decrease in receivables and reinsurance
         recoverables                                                 (15,425)        2,761      (19,425)
       Policy acquisition costs deferred                              (28,449)      (31,745)     (40,510)
       Policy acquisition costs amortized                              27,220        26,286       24,144
       (Increase) decrease in income taxes recoverable                 (2,187)        5,518       (4,546)
       Increase in accrued policy benefits, claim
         reserves, unearned revenues and policyholder funds            30,777        32,331        4,574
       Interest credited to policyholder accounts                      79,312        69,494       56,358
       Increase (decrease) in outstanding checks in excess of

         bank balances                                                 (2,004)          805        3,868
       Decrease in other assets and other liabilities, net              7,269           412        1,133
       Decrease in net asset of discontinued operations                     -             -        1,335
     Other, net                                                          (433)       (1,208)        (179)
                                                                  -----------------------------------------
Net cash provided by operating activities                             123,357       125,536       49,842

INVESTING ACTIVITIES
Purchases of investments:

   Securities available-for-sale:

     Fixed maturities                                                (464,419)     (527,172)    (592,373)
     Equity securities                                                (31,625)      (17,586)     (12,537)
   Mortgage and policy loans                                         (237,990)     (259,438)    (159,521)
   Other                                                                    -             -         (269)
Sales, calls or maturities of  investments: 
 Maturities  and calls of securities
   available-for-sale:

     Fixed maturities                                                 167,000       117,057      108,472
     Equity securities                                                      -             -        2,031
   Sales of securities available-for-sale:

     Fixed maturities                                                 284,124       238,051      263,650
     Equity securities                                                 14,379        12,444        6,223
   Mortgage and policy loans                                           98,554        66,934       41,753
   Real estate                                                          5,854         2,194          502
</TABLE>


                   Business Men's Assurance Company of America
                  (A Member of the Generali Group of Companies)
                Consolidated Statements of Cash Flows (continued)

<TABLE>
<CAPTION>


                                                                           YEAR ENDED DECEMBER 31
                                                                       1997         1996         1995

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

INVESTING ACTIVITIES (CONTINUED)

<S>                                                               <C>           <C>           <C>
Purchase of property, equipment and software                      $    (1,949)  $      (290)  $   (2,659)
Net (increase) decrease in short-term investments                      (7,516)       36,272       13,264
Proceeds from sale of discontinued operations                               -           632        5,426
Distributions from unconsolidated related parties                       1,514           718            2
                                                                  -----------------------------------------
Net cash used in investing activities                                (172,074)     (330,184)    (326,036)

FINANCING ACTIVITIES

Dividends paid                                                              -        (5,000)      (8,000)
Additional paid-in capital                                                  -        15,000            -
Deposits from interest sensitive and investment type contracts        323,487       381,865      401,681
Withdrawals from interest sensitive and investment type contracts    (295,633)     (187,217)    (120,956)
Net proceeds from reverse repurchase borrowing                         40,925        35,173            -
Retirement of reverse repurchase borrowing                            (20,062)      (35,173)           -
                                                                  -----------------------------------------
Net cash provided by financing activities                              48,717       204,648      272,725
                                                                  -----------------------------------------

Net decrease in cash                                                        -             -       (3,469)
Cash at beginning of year                                                   -             -        3,469
                                                                  =========================================
Cash at end of year                                               $           - $           -$           -
                                                                  =========================================


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

Cash paid during the year for:

   Income taxes                                                     $  13,135    $    1,239   $    9,376
                                                                  =========================================

   Interest paid on reverse repurchase borrowing                  $       369   $       620  $           -
                                                                  =========================================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

Real estate acquired through foreclosure                           $    1,236    $    3,033   $    5,156
                                                                  =========================================
</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, 1997


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,   primarily   distributed   through  general  agencies,   and  through
reinsurance assumptions.  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's entire investment  portfolio is designated 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 offset to the unrealized gains or losses
represents 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.

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, 1997,
no real estate was owned; at December 31, 1996, real estate was carried net of a
valuation  allowance of  $2,344,000.  Profit is  recognized on real estate sales
when down payment,

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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
other insurance  considerations revenue 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.

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.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 1997 and 1996 was $47,211,000 and  $38,694,000,
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.

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 unrealized  investment
gains and losses.

SEPARATE ACCOUNTS

These  accounts  arise from two lines of business,  variable  annuities and MBIA
insured guaranteed  investment  contracts (GIC). The separate account assets are
legally  segregated  and are not subject to the claims  which may arise from any
other business of the Company.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The assets and liabilities of the variable line of business are reported at fair
value since the  underlying  investment  risks are assumed by the  policyowners.
Investment income and gains or losses arising from the variable line of business
accrue  directly  to the  policy  owners and are,  therefore,  not  included  in
investment  earnings in the accompanying  consolidated  statement of operations.
Revenues to the Company from  variable  products  consist  primarily of contract
maintenance  charges  and  administration  fees.  Separate  account  assets  and
liabilities  for the variable line of business  totaled  $30,000 on December 31,
1997.

The assets of the MBIA GIC line of business are maintained at an amount equal to
the related  liabilities.  These assets related to the MBIA GIC line of business
include securities  available-for-sale reported at fair value and mortgage loans
carried  at  unpaid  balances.  Changes  in fair  values  of  available-for-sale
securities,  net of deferred income taxes,  are reported as unrealized  gains or
losses directly in stockholders equity.

The  liabilities  are  reported at the  original  deposit  amount  plus  accrued
interest  guaranteed  to the  contractholders.  Investment  income  and gains or
losses arising from MBIA GIC investments are included in investment  earnings in
the accompanying  consolidated statement of operations.  The guaranteed interest
payable is included in the increase in policy  liabilities  in the  accompanying
consolidated  statement of operations.  Separate  account assets and liabilities
for the MBIA GIC line of business totaled $76,934,000 on December 31, 1997.

INTANGIBLE ASSETS

Goodwill of $12,323,000, net of accumulated amortization of $3,325,000 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, 1997,
1996 and 1995.

FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial  Accounting  Standards Board (FASB) Statement of Financial  Accounting
Standards   (SFAS)  No.  107,   "Disclosures   about  Fair  Value  of  Financial
Instruments,"  requires  disclosure of fair value  information  about  financial
instruments, whether or not

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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, 1997                 DECEMBER 31, 1996
                                        --------------------------------- ---------------------------------
                                            CARRYING          FAIR            CARRYING          FAIR
                                             AMOUNT          VALUE             AMOUNT          VALUE
                                        --------------------------------- ---------------------------------
                                                                  (In Thousands)

<S>                    <C>                   <C>             <C>               <C>             <C>       
Fixed maturities (Note 3)                    $1,326,018      $1,326,018        $1,288,934      $1,288,934
Equity securities (Note 3)                       57,806          57,806            32,350          32,350
Mortgage loans                                  842,149         867,552           704,356         707,915
Policy loans                                     62,207          57,491            65,225          60,735
Short-term investments                           47,507          47,507            39,991          39,991
Reinsurance recoverables:
   Paid benefits                                  6,588           6,588             3,948           3,948
   Benefits and claim reserves                   72,000          72,000            58,177          58,177
Assets held in separate accounts                 76,964          77,061                 -               -
Mortgage loan commitments (Note 5)                    -          74,469                 -          46,735
Investment-type insurance
   contracts (Note 4)                         1,277,362       1,256,129         1,097,821       1,078,326
</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.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

     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.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the  normal  course of  business,  the  Company  becomes  a party to  various
financial transactions to reduce its exposure to fluctuations in interest rates.
In 1997,  the Company  entered into interest rate swap contracts for the purpose
of converting the variable interest

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

rate characteristics of certain investments to fixed rates to match those of the
related  insurance  liabilities   (guaranteed  investment  contracts)  that  the
investments are supporting. The net interest effect of such swap transactions is
reported as an adjustment of interest income as incurred. The notional amount of
these contracts were $25,000,000 at December 31, 1997.

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.  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 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.

PENDING ACCOUNTING STANDARD

SFAS No. 130, "Reporting Comprehensive Income," will be adopted in 1998 and will
require  disclosure  of  comprehensive  income  which  includes  the  change  in
unrealized  investment  gains and losses.  The  comprehensive  income  amount is
expected to be more volatile than net income.

RECLASSIFICATION

Certain  amounts  for 1996 and 1995 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, 1997 and 1996, the Company's statutory  stockholder's  equity
was  $188,193,000  and  $171,240,000,  respectively.  Statutory  net  gain  from
operations  and net  income  for each of the  three  years in the  period  ended
December 31, 1997 were as follows:

<TABLE>
<CAPTION>


                                                                     YEAR ENDED DECEMBER 31
                                                             1997             1996             1995
                                                      -----------------------------------------------------
                                                                         (In Thousands)

<S>                                                          <C>               <C>              <C>   
Net gain from operations                                     $18,545           $10,898          $8,309
Net income                                                    14,540            10,381           9,418
</TABLE>

3. INVESTMENT OPERATIONS

The Company's investments in securities are summarized as follows:

<TABLE>
<CAPTION>


                                                                  DECEMBER 31, 1997

                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE

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

Fixed maturities:

   U.S. Treasury securities and obligations
     of U.S. government corporations and

<S>                                           <C>                <C>          <C>           <C>         
     agencies                                 $     67,406       $  1,233     $    (46)     $     68,593
   Obligations of states and political
     subdivisions                                   36,053          1,472           (9)           37,516
   Debt securities issued by foreign
     governments                                     3,975            121         (126)            3,970
   Corporate securities                            427,242          8,955       (2,004)          434,193
   Mortgage-backed securities                      755,467         10,153       (2,330)          763,290
   Redeemable preferred stocks                      18,315            206          (65)           18,456
                                            ---------------------------------------------------------------
Total                                            1,308,458         22,140       (4,580)        1,326,018
Equity securities                                   46,807         12,419       (1,420)           57,806
                                            ---------------------------------------------------------------
                                                $1,355,265        $34,559      $(6,000)       $1,383,824
                                            ===============================================================
</TABLE>


3. INVESTMENT OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>


                                                                  DECEMBER 31, 1996

                                            ---------------------------------------------------------------
                                                                 GROSS          GROSS
                                               AMORTIZED      UNREALIZED      UNREALIZED        FAIR
                                                  COST           GAINS          LOSSES          VALUE

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

Fixed maturities:

   U.S. Treasury securities and obligations
     of U.S. government corporations and

<S>                                            <C>               <C>          <C>            <C>        
     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>

The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1997, 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>
                                                       AMORTIZED COST       FAIR VALUE

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

<S>                                                     <C>               <C>         
Due in one year or less                                 $     59,899      $     59,517
Due after one year through five years                        140,594           142,573
Due after five years through 10 years                        266,145           271,715
Due after 10 years                                            86,353            88,923
                                                     ------------------------------------
                                                             552,991           562,728
Mortgage-backed securities                                   755,467           763,290
                                                     ------------------------------------
Total fixed maturity securities                           $1,308,458        $1,326,018
                                                     ====================================
</TABLE>


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:

<TABLE>
<CAPTION>

                                     CARRYING AMOUNT AS OF DECEMBER 31,
                                          1997              1996

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

State:

<S>                                       <C>              <C>      
   California                             $  71,675        $  68,399
   Arizona                                   65,030           51,515
   Texas                                     60,821           59,404
   Missouri                                  51,839           34,400
   Oklahoma                                  47,569           32,809
   Florida                                   42,549           30,790
   Washington                                39,824           34,614
   Utah                                      37,821           25,383
   Kansas                                    34,267           34,069
   Other                                    390,754          332,973
                                    ------------------------------------
                                           $842,149         $704,356
                                    ====================================
</TABLE>

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>


                                                                     1997          1996         1995
                                                                ------------------------------------------
                                                                              (In Thousands)

<S>                                                                   <C>           <C>           <C>   
Impaired mortgage loans                                               $1,069        $2,516        $5,160
Allowance for credit losses                                              244           691         1,651
                                                                -------------------------------------------
Net recorded investment in impaired loans                            $   825        $1,825        $3,509
                                                                ===========================================

Average recorded investment in impaired loans                         $1,325        $2,667        $2,902
                                                                ===========================================

Interest income on impaired loans                                   $     57       $   115       $   403
                                                                ===========================================
</TABLE>



3. INVESTMENT OPERATIONS (CONTINUED)

Bonds,  mortgage  loans,   preferred  stocks  and  common  stocks  approximating
$4,600,000  and  $4,200,000  were on  deposit  with  regulatory  authorities  at
December 31, 1997 and 1996, respectively.

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

<TABLE>
<CAPTION>


                                                               1997            1996            1995
                                                          -------------------------------------------------
                                                                           (In Thousands)

Fixed maturities:

<S>                                                            <C>            <C>             <C>      
   Bonds                                                       $  92,741      $  86,066       $  73,930
   Redeemable preferred stocks                                     1,309            814           1,176

Equity securities:

   Common stocks                                                     793            579             521
   Nonredeemable preferred stocks                                    541            438             330
Mortgage loans on real estate                                     66,053         52,973          41,770
Policy loans                                                       3,906          3,953           3,952
Short-term investments                                             2,955          3,016           4,779
Other                                                              1,223            269             340
                                                          -------------------------------------------------
                                                                 169,521        148,108         126,798
Less:

   Investment income from discontinued operations                      -              -             211
   Investment expenses                                             2,175          2,479           1,982
                                                          =================================================
Net investment income from continuing operations                $167,346       $145,629        $124,605
                                                          =================================================
</TABLE>


3. INVESTMENT OPERATIONS (CONTINUED)

Realized  gains  (losses) on securities  disposed of during 1997,  1996 and 1995
consisted of the following:

<TABLE>
<CAPTION>

                                                           1997              1996              1995

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

Fixed maturity securities:

<S>                                                       <C>                  <C>             <C>    
   Gross realized gains                                   $10,499              $7,953          $10,246
   Gross realized losses                                   (4,690)             (1,622)          (4,388)
Equity securities:

   Gross realized gains                                     3,204               2,001            1,789
   Gross realized losses                                     (777)                  -             (376)
Other investments                                          (3,115)             (2,426)          (2,981)
                                                   --------------------------------------------------------
Net realized gains                                       $  5,121              $5,906         $  4,290
                                                   ========================================================
</TABLE>

Sales of investments in securities in 1997, 1996 and 1995,  excluding maturities
and calls,  resulted  in gross  realized  gains of  $8,362,000,  $9,798,800  and
$11,887,000 and gross realized  losses of $1,017,000,  $1,290,500 and $4,564,000
respectively.

The net carrying value of nonincome-producing  investments at December 31, 1996,
which were nonincome  producing during the year,  consisted of mortgage loans of
$1,293,000  and  bonds  of  $1,200,000.   There  were  no  nonincome   producing
investments at December 31, 1997.

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>


                                                        1997                             1996
                                           -------------------------------- --------------------------------
                                               CARRYING         FAIR           CARRYING          FAIR
                                                AMOUNT          VALUE           AMOUNT          VALUE
                                           -------------------------------- --------------------------------
                                                                    (In Thousands)

<S>                                           <C>             <C>              <C>            <C>        
Guaranteed investment contracts               $   660,782     $   662,281      $   596,499    $   598,241
Flexible and single premium
   deferred annuities                             539,616         516,343          501,322        480,085
Separate accounts                                  76,964          77,505                -              -
                                           -----------------------------------------------------------------
Total investment-type insurance
   contracts                                   $1,277,362      $1,256,129       $1,097,821     $1,078,326
                                           =================================================================
</TABLE>

4. INVESTMENT CONTRACTS (CONTINUED)

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 $2,137,000,  $2,117,000 and $2,742,000 for
the years ended December 31, 1997, 1996 and 1995,  respectively.  As of December
31, 1997, the minimum future payments under  noncancelable  operating leases for
each of the next  five  years  and in the  aggregate  subsequent  to 2002 are as
follows:

1998                                              $1,093,000
1999                                                 945,000
2000                                                 491,000
2001                                                 386,000
2002                                                 168,000
Subsequent to 2002                                     2,000
                                            ===================
Total                                             $3,085,000

                                            ===================

Total  outstanding  commitments  to fund  mortgage  loans were  $74,496,000  and
$46,735,000 at December 31, 1997 and 1996, 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            1997             1996
                                                   ------------------- ------------------------------------
                                                                                 (In Thousands)

Home office building, including land with

<S>          <C>                                           <C>                <C>               <C>    
   a cost of $425,000                                      2%                 $23,158           $23,158
Other real estate not held-for-sale or
   rental                                                  4%                     973             1,126
Less accumulated depreciation                                                 (12,530)          (11,963)
                                                                       ------------------------------------
                                                                               11,601            12,321

Equipment and software                                   5%-33%                23,937            29,010
Less accumulated depreciation                                                 (18,785)          (22,441)
                                                                       ------------------------------------
                                                                                5,152             6,569
                                                                       ------------------------------------
Total property, equipment and software                                        $16,753           $18,890
                                                                       ====================================
</TABLE>

7. FEDERAL INCOME TAXES

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>


                                                                 1997           1996            1995
                                                            -----------------------------------------------
                                                                            (In Thousands)

<S>                                                               <C>           <C>            <C>     
Current                                                           $10,948       $  6,757       $  4,830

Deferred:

   Deferred policy acquisition costs                                  143          1,322          4,139
   Future policy benefits                                           3,783          2,424          4,010
   Accrual of discount                                                197            408            494
   Tax on realized gains greater than book                            571         (1,076)        (1,034)
   Recognition of tax effect previously  deferred on sale of
      affiliate stock in prior period                             (11,169)             -              -
   Employee benefit plans                                          (2,206)            86           (148)
   Other, net                                                         265            982           (436)
                                                            -----------------------------------------------
                                                                   (8,416)         4,146          7,025
                                                            -----------------------------------------------
Total                                                               2,532         10,903         11,855

Less taxes from discontinued operations:

   Current                                                              -           (149)         1,539
   Deferred                                                             -            884          1,813
                                                            -----------------------------------------------
                                                                        -            735          3,352
                                                            -----------------------------------------------
Total taxes from continuing operations                           $  2,532        $10,168       $  8,503
                                                            ===============================================
</TABLE>

The Company did not record any valuation  allowances against deferred tax assets
at December 31, 1995, 1996 or 1997.

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>


                                                                       1997         1996         1995
                                                                  -----------------------------------------
                                                                               (In Thousands)

Application of statutory rate to earnings before taxes

<S>                                                                   <C>          <C>            <C>   
   on income                                                          $13,552      $  9,888       $8,375
Tax-exempt municipal bond interest and dividends
   received deductions                                                   (361)         (291)        (293)
Recognition of tax effect previously  deferred on sale of
   affiliate stock in a prior period                                  (11,169)            -            -
Other                                                                     510           571          421
                                                                  -----------------------------------------
                                                                     $  2,532       $10,168       $8,503
                                                                  =========================================
</TABLE>

The  significant  components  comprising  the Company's  deferred tax assets and
liabilities as of December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>


                                                                         1997                 1996
                                                                 ------------------------------------------
Deferred tax liabilities:

<S>                                                                       <C>                  <C>    
   Deferred acquisition costs                                             $29,641              $27,426
   Tax effect of sale of affiliates stock                                       -               14,169
   Unrealized investment gains and losses                                   7,735                1,987
   Other                                                                    9,655                5,532
                                                                 ------------------------------------------
Total deferred tax liability                                               47,031               49,114

Deferred tax assets:

   Reserve for future policy benefits                                      21,411               23,012
   Accrued expenses                                                         8,504                6,636
   Other                                                                    4,872                4,554
                                                                 ------------------------------------------
Total deferred tax assets                                                  34,787               34,202
                                                                 ==========================================
Net deferred tax liability                                                $12,244              $14,912
                                                                 ==========================================
</TABLE>

7. FEDERAL INCOME TAXES (CONTINUED)

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   $87,000,000.   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 $30,000,000.

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 $247,000,000 at December 31, 1997.

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 1997,  approximately $4.3 million of
annual  benefits were covered by a group pension  investment  contract 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.,  had 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 were the same as  provided  in the
previous  Jones & Babson,  Inc.  pension plan.  Effective  January 1, 1997,  the
benefit formula for the Jones & Babson, Inc.

8. BENEFIT PLANS (CONTINUED)

employees  was changed to be  identical  with the benefit  formula  used for BMA
employees.  All benefits  accrued prior to January 1, 1997 have been  preserved.
Employees of the Company's  subsidiary,  BMA Financial  Services,  Inc.,  became
eligible to participate in the Company's plan effective January 1, 1995.

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

<TABLE>
<CAPTION>


                                                                                  1997           1996
                                                                             ------------------------------
                                                                                     (In Thousands)

Actuarial present value of accumulated benefit obligations:

<S>                                                                               <C>            <C>     
   Vested                                                                         $ 50,968       $ 45,377
   Non-vested                                                                        1,397          1,296
                                                                             ------------------------------
Total                                                                             $ 52,365       $ 46,673
                                                                             ==============================

Projected benefit obligation for service rendered to date                         $(62,683)      $(57,186)
Plan assets at fair value                                                           85,605         79,679
                                                                             ------------------------------
Plan assets in excess of projected benefit obligation                               22,922         22,493

Unrecognized net gain from past experience different from that assumed

   and effects of changes in assumptions                                           (23,519)       (24,732)
Prior service cost not yet recognized in net periodic
   pension cost                                                                      2,034          2,607
Unrecognized net asset at January 1, 1987 being recognized over
   15 years                                                                         (1,177)        (1,471)
Adjustment to recognize minimum liability                                              (50)           (57)
                                                                             ------------------------------
Prepaid (accrued) pension cost                                                  $      210      $  (1,160)
                                                                             ==============================
</TABLE>


<TABLE>
<CAPTION>

                                                                     1997          1996           1995
                                                                --------------------------------------------
Net pension cost included the following components:

<S>                                                                  <C>             <C>          <C>     
   Service cost - benefits earned during the period                  $  1,767        $1,797       $  1,758
   Interest cost on projected benefit obligation                        4,374         4,195          4,089
   Actual return on plan assets                                       (10,316)       (9,745)       (12,888)
   Net amortization and deferral                                        2,812         3,102          7,019
                                                                --------------------------------------------
Net pension benefit                                                  $ (1,363)      $  (651)    $      (22)
                                                                ============================================
</TABLE>

8. BENEFIT PLANS (CONTINUED)

In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 7.5% for 1997, 8% for 1996 and
7.5% for 1995, and the rate of increase in future  compensation  levels used was
5% for  1997,  5.5% for 1996 and 5% for 1995.  The  expected  long-term  rate of
return on assets was 8% in 1997, 1996 and 1995.

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.

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>


                                                                                   1997          1996
                                                                              -----------------------------
                                                                                     (In Thousands)

Actuarial present value of accumulated benefit obligations:

<S>                                                                              <C>           <C>      
   Vested                                                                        $   9,964     $   8,535
   Non-vested                                                                          136           234
                                                                              -----------------------------
Total                                                                             $ 10,100     $   8,769
                                                                              =============================


Projected benefit obligation for service rendered to date                         $(11,281)     $(10,178)
Unrecognized net loss from past experience different from that assumed
   and effects of changes in assumptions                                             2,260         1,319
Prior service cost not yet recognized in net periodic pension
   cost                                                                                678           856
Unrecognized net obligation at January 1, 1987 being recognized
   over 15 years                                                                       729           911
Adjustment required to recognize minimum liability                                  (2,486)       (1,677)
                                                                              -----------------------------
Accrued pension liability                                                         $(10,100)    $  (8,769)
                                                                              =============================
</TABLE>


<TABLE>
<CAPTION>

                                                                      1997          1996         1995
                                                                 ------------------------------------------
Net pension cost included the following components:

<S>                                                                  <C>           <C>           <C>    
   Service cost - benefits earned during the period                  $   190       $   189       $   197
   Interest cost on projected benefit obligation                         783           761           651
   Net amortization and deferral                                         469           513           371
                                                                 ------------------------------------------
Net pension cost                                                      $1,442        $1,463        $1,219
                                                                 ==========================================
</TABLE>

In determining the actuarial present value of the projected benefit  obligation,
the  weighted-average  discount rate utilized was 7.5% for 1997, 8% for 1996 and
7.5% for 1995.  The rate of increase in future  compensation  levels used was 5%
for 1997, 5.5% for 1996 and 5% for 1995.

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 $1,099,000 in
1997,  $1,284,000 in 1996 and $1,336,000 in 1995.  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
$230,000 in 1997, $225,000 in 1996 and $420,000 in 1995.

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.

8. BENEFIT PLANS (CONTINUED)

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

<TABLE>
<CAPTION>


                                                                               1997            1996
                                                                          ---------------------------------
                                                                                   (In Thousands)

Accumulated postretirement benefit obligation:

<S>                                                                             <C>             <C>    
   Retirees                                                                     $  9,636        $10,199
   Active plan participants                                                        1,854          2,054
                                                                          ---------------------------------
                                                                                  11,490         12,253

Plan assets at fair value                                                              -              -

                                                                          ---------------------------------
Accumulated postretirement benefit obligation in excess of plan

   assets                                                                         11,490         12,253
Unrecognized net loss                                                               (268)          (125)
Unrecognized transition obligation                                                (4,872)        (5,199)
Unrecognized prior service costs                                                  (2,808)        (4,008)
                                                                          ---------------------------------
Accrued postretirement benefit cost                                             $  3,542       $  2,921
                                                                          =================================
</TABLE>

Net periodic postretirement benefit cost includes the following components:

<TABLE>
<CAPTION>


                                                                       1997         1996         1995
                                                                  -----------------------------------------
                                                                               (In Thousands)

<S>                                                                   <C>           <C>          <C>    
Service cost                                                          $   122       $   118      $   153
Interest cost                                                             878           867          771
Amortization of transition obligation over 20 years                       327           327          511
Amortization of past service costs                                        407           407            -
                                                                  -----------------------------------------
Net periodic postretirement benefit cost                               $1,734        $1,719       $1,435
                                                                  =========================================
</TABLE>

The  weighted-average  annual assumed rate of increase in the per capita cost of
covered  benefits (i.e.,  health care cost trend rate) varies 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.

8. BENEFIT PLANS (CONTINUED)

The   weighted-average   discount  rate  used  in  determining  the  accumulated
postretirement benefit obligation was 7.25%, 7.5% and 7.5% at December 31, 1997,
1996 and 1995 respectively.

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>

                                                                  1997           1996           1995
                                                             ----------------------------------------------
                                                                            (In Thousands)

<S>                                                               <C>            <C>            <C>     
Direct                                                            $118,192       $124,912       $153,476
Assumed                                                            134,541        116,154        102,212
Ceded                                                              (54,613)       (38,114)       (77,604)
                                                             ----------------------------------------------
Total net premium                                                  198,120        202,952        178,084
Less net premium from discontinued operations                            -              -            430
                                                             ----------------------------------------------
Total net premium from continuing operations                      $198,120       $202,952       $177,654
                                                             ==============================================
</TABLE>

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, 1997, the Company had ceded to other life
insurance  companies  individual life insurance in force of approximately  $24.1
billion and group life of approximately $654 million.

9. REINSURANCE (CONTINUED)

Benefits  and  reserves  ceded  to  other  insurers   amounted  to  $42,069,000,
$28,132,000 and  $53,672,000  during the years ended December 31, 1997, 1996 and
1995,  respectively.  At December 31, 1997 and 1996,  policy  reserves  ceded to
other insurers were  $55,568,000 and $43,573,000,  respectively.  Claim reserves
ceded  amounted to  $16,432,000  and  $14,604,000 at December 31, 1997 and 1996,
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 1997,  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 $873,000,
$1,035,000 and $1,023,000 during 1997, 1996 and 1995, respectively.  The Company
ceded no claims during 1997, 1996 or 1995.

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,  $35 million,  $60 million and $137 million in
account  balances were ceded to Generali in 1997,  1996 and 1995,  respectively,
and Generali loaned such amounts back to the Company. Account balances ceded and
loaned back at December  31, 1997 and 1996 were $213  million and $193  million,
respectively.  The recoverable amount from Generali was offset against the loan.
The net  expense  related  to this  agreement  was  $1,895,000,  $1,344,000  and
$136,000 for the years ended December 31, 1997, 1996 and 1995, respectively. The
Company held  payables to Generali of $799,000 and $972,000 at December 31, 1997
and 1996, respectively.

11. STOCKHOLDER'S EQUITY

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

<TABLE>
<CAPTION>


                                                                             1997              1996
                                                                       ------------------------------------
                                                                                 (In Thousands)

Net unrealized gains (losses) on securities:

<S>                                                                           <C>               <C>   
   Fixed maturities                                                           $17,560           $2,046
   Equity securities                                                           10,999            3,706
   Securities held in separate account                                            334                -
                                                                       ------------------------------------
Net unrealized gains (losses)                                                  28,893            5,752

Adjustment to deferred policy acquisition costs                                (7,224)             (35)
Adjustment to unearned revenue reserve                                            430              (44)
Deferred income taxes                                                          (7,735)          (1,987)
                                                                       ------------------------------------
Net unrealized gains (losses)                                                 $14,364           $3,686
                                                                       ====================================
</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  was   considered  a
discontinued  operation for the years ended 1996 and 1995, 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.  The
estimated  gain on disposal of this business was recorded in 1994. An additional
gain  of  $661,000,  net  of  tax,  was  recorded  in  1995  reflecting  various
adjustments to initial estimates.

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

12. DISCONTINUED OPERATIONS (CONTINUED)

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. 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.

13. IMPACT OF YEAR 2000 (UNAUDITED)

Some of the Company's computer systems were written using two digits rather than
four to define the applicable year. As a result, those computer systems will not
recognize the year 2000 which,  if not  corrected,  could cause  disruptions  of
operations,  including, among other things, an inability to process transactions
or engage in similar normal business activities.

The Company  has  developed a plan to modify its  information  technology  to be
ready  for the year  2000 and has  begun  converting  critical  data  processing
systems. The Company currently expects the project to be substantially  complete
by late 1998 which is prior to any anticipated  impact on its operating systems.
Based on this plan, the Company does not believe that the costs to complete such
system modifications or replacements will be material to the Company's financial
statements.



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