BMA VARIABLE LIFE ACCOUNT A
485BPOS, 1999-04-30
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                                                      Registration No. 333-52689
- --------------------------------------------------------------------------------
   
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      
                       POST-EFFECTIVE AMENDMENT NO. 2      

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS

                            REGISTERED ON FORM N-8B-2


A.   BMA Variable Life Account A
     (Exact Name of Trust)

B.   Business Men's Assurance Company of America
     (Name of Depositor)

C.   BMA Tower, P.O. Box 412879
     Kansas City, MO 84141
     (Complete address of depositor's principal executive offices)

D.   Name and complete address of agent for service:

         David A. Gates
         Business Men's Assurance Company of America
         700 Karnes Blvd.
         Kansas City, Missouri 64108
         (800) 423-9398

     Copies to:

      Judith A. Hasenauer
      Blazzard, Grodd & Hasenauer, P.C.
      P.O. Box 5108
      Westport, CT 06881
      (203) 226-7866

E.   Flexible  Premium  Adjustable  Variable Life Insurance  Policies (Title and
     amount of securities being registered)

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered:

     Continuous offering

G.   Amount of Filing Fee: Not Applicable

H. Approximate date of proposed public offering:
         As soon as practicable after the effective date of this filing.

   
It is proposed that this filing will become effective:

___  immediately upon filing pursuant to paragraph (b)  of Rule 485
_X_  on May 3, 1999 pursuant to paragraph (b) of Rule 485
___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
___  on (date) pursuant to paragraph (a)(1) of Rule 485
    

If appropriate, check the following:

   ____This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

- -------------------------------------------------------------------------------
                              EXPLANATORY NOTE

This  Registration  Statement  contains 43 portfolios of the various  underlying
investment  options.  Two versions  (Version A and Version B) of the  Prospectus
will be created from this Registration  Statement.  The only differences between
the two versions are the underlying  investment options and the illustrations of
policy values. One version will contain 17 portfolios  (Version A) and the other
version will contain 43 portfolios (Version B). The distribution system for each
version of the Prospectus will be different. There are Co-Principal Underwriters
of the  Policy;  each  of  whom  will  distribute  a  different  version  of the
Prospectus. The Prospectus contained in this Registration Statement contains two
sets of  illustrations  - one for Version A of the  Prospectus and the other for
Version B. The  Prospectuses  have been filed and will continue to be filed with
the  Commission  pursuant  to Rule 497 under  the  Securities  Act of 1933.  The
Registrant  undertakes to update this Explanatory  Note, as needed,  each time a
Post-Effective Amendment is filed.
- ------------------------------------------------------------------------------

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item                Caption in Prospectus
- -----------                ---------------------
1                          The Variable Insurance Policy

2                          Other Information; The Company

3                          Not Applicable

4                          Other Information

5                          The Separate Account

6(a)                       Not Applicable
 (b)                       Not Applicable

7                          Not Applicable

8                          Not Applicable

9                          Legal Proceedings

10                         Purchases

11                         Investment Options

12                         Investment Options

13                         Expenses

14                         Purchases

15                         Purchases

16                         Investment Options

17                         Access to Your Money

18                         Access to Your Money

19                         Reports to Owners

20                         Not Applicable

21                         Access to Your Money

22                         Not Applicable

23                         Not Applicable

24                         Not Applicable

25                         The Company

26                         Expenses

27                         The Company

28                         The Company

29                         The Company

30                         The Company

31                         Not Applicable

32                         Not Applicable

33                         Not Applicable

34                         Not Applicable

35                         BMA; Other Information

36                         Not Applicable

37                         Not Applicable

38                         Other Information

39                         Other Information

40                         Not Applicable

41                         Not Applicable

42                         Not Applicable

43                         Not Applicable

44                         Purchases

45                         Other Information

46                         Access to Your Money

47                         Not Applicable

48                         Not Applicable

49                         Not Applicable

50                         Not Applicable

51                         The Company; Purchases

52                         Investment Options

53                         The Separate Account

54                         Not Applicable

55                         Not Applicable

56                         Not Applicable

57                         Not Applicable

58                         Not Applicable

59                         Financial Statements




           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
 
                                    ISSUED BY
 
                           BMA VARIABLE LIFE ACCOUNT A
 
                                       AND
 
                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
 
     This Prospectus  describes the Flexible  Premium  Adjustable  Variable Life
Insurance Policy (Policy) offered by Business Men's Assurance Company of America
(BMA).
 
     The Policy has been designed to be used to create or conserve one's estate,
retirement planning and other insurance needs of individuals and businesses.
 
     The Policy has 44  investment  choices--a  Fixed  Account and 43 Investment
Options listed below.

     When You buy a Policy,  to the  extent  You have  selected  the  Investment
Options,  You bear the complete  investment risk. Your  Accumulation  Value and,
under certain circumstances,  the Death Benefit under the Policy may increase or
decrease or the  duration  of the Policy may vary  depending  on the  investment
experience of the Investment Option(s) You select.

You  can put  Your  money  in the  Fixed  Account  and/or  any of the  following
Investment Options:
    
INVESTORS MARK SERIES FUND, INC.
 
    MANAGED BY STANDISH, AYER & WOOD, INC.
 
    Intermediate Fixed Income
    Mid Cap Equity
    Money Market
 
    MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
 
    Global Fixed Income
 
    MANAGED BY STEIN ROE & FARNHAM INCORPORATED
 
    Small Cap Equity
    Large Cap Growth
 
    MANAGED BY DAVID L. BABSON & CO. INC.
 
    Large Cap Value
 
    MANAGED BY LORD, ABBETT & CO.
 
    Growth & Income
 
    MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
 
    Balanced
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
    MANAGED BY BERGER ASSOCIATES
 
    Berger IPT--100
    Berger IPT--Growth and Income
    Berger IPT--Small Company Growth

    MANAGED BY BBOI WORLDWIDE LLC
 
    Berger/BIAM IPT--International
 
CONSECO SERIES TRUST
 
    MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
 
    Balanced (formerly, Asset Allocation)
    Equity (formerly, Common Stock)
    Fixed Income (formerly, Corporate Bond)
    Government Securities
 
THE ALGER AMERICAN FUND
 
    MANAGED BY FRED ALGER MANAGEMENT, INC.
 
    Alger American Growth
    Alger American Leveraged AllCap
    Alger American MidCap Growth
    Alger American Small Capitalization
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
    MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
 
    VP Income & Growth
    VP International
    VP Value
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
    MANAGED BY THE DREYFUS CORPORATION (Sub-Adviser:  NCM Capital Management
    Group, Inc.)
 
DREYFUS STOCK INDEX FUND
 
    MANAGED BY THE DREYFUS CORPORATION (Index Fund Manager:  Mellon Equity 
    Associates)
 
DREYFUS VARIABLE INVESTMENT FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
    Disciplined Stock
    International Value
 
FEDERATED INSURANCE SERIES
 
    MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY (formerly, 
      Federated Advisers)
 
    Federated High Income Bond Fund II
    Federated Utility Fund II

    MANAGED BY FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
    Federated International Equity Fund II
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
    MANAGED BY INVESCO FUNDS GROUP, INC.
 
    INVESCO VIF--High Yield
    INVESCO VIF--Equity Income (formerly, INVESCO VIF - Industrial 
    Income)

LAZARD RETIREMENT SERIES, INC.
 
    MANAGED BY LAZARD ASSET MANAGEMENT
 
    Lazard Retirement Equity
    Lazard Retirement Small Cap
 
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
 
    MANAGED BY NEUBERGER BERMAN MANAGEMENT INC.
 
    Limited Maturity Bond
    Partners
 
STRONG OPPORTUNITY FUND II, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Opportunity Fund II
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Strong Mid Cap Growth Fund II (formerly, Growth Fund II)
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
    MANAGED BY VAN ECK ASSOCIATES CORPORATION
 
    Worldwide Bond
    Worldwide Emerging Markets
    Worldwide Hard Assets
    Worldwide Real Estate
    
 
     Please read this Prospectus before investing and keep it on file for future
reference.  It contains  important  information  about the BMA Flexible  Premium
Adjustable   Variable  Life  Insurance  Policy.   The  Securities  and  Exchange
Commission maintains a Web site  (http://www.sec.gov)  that contains information
regarding companies that file electronically with the Commission.
 
    The Policies:

    * are not bank deposits
    * are not federally insured
    * are not endorsed by any bank or government agency
    * are not guaranteed and may be subject to loss of principal

     The  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is accurate or complete.  Any
representation to the contrary is a criminal offense.

 
Date: May 3, 1999 
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
DEFINITIONS...............................................................    6
SUMMARY...................................................................    8
1.  THE VARIABLE LIFE INSURANCE POLICY....................................    8
2.  PURCHASES.............................................................    8
3.  INVESTMENT CHOICES....................................................    8
4.  EXPENSES..............................................................   10
5.  DEATH BENEFIT.........................................................   11
6.  TAXES.................................................................   11
7.  ACCESS TO YOUR MONEY..................................................   11
8.  OTHER INFORMATION.....................................................   11
9.  INQUIRIES.............................................................   12
PART I....................................................................   13
1.  THE VARIABLE LIFE INSURANCE POLICY....................................   13
2.  PURCHASES.............................................................   13
     Premiums.............................................................   13
     Waiver of Planned Premiums...........................................   14
     Application for a Policy.............................................   14
     Issue Ages...........................................................   14
     Application of Premiums..............................................   14
     Grace Period.........................................................   15
     Accumulation Unit Values.............................................   15
     Right to Refund......................................................   16
     Exchange of a Policy for a BMA Policy................................   16
3.  INVESTMENT CHOICES....................................................   16
     Transfers............................................................   19
     Dollar Cost Averaging................................................   20
     Asset Rebalancing Option.............................................   20
     Asset Allocation Option..............................................   21
     Substitution.........................................................   21
4.  EXPENSES..............................................................   21
     Premium Charge.......................................................   21
     Monthly Deduction....................................................   22
     Surrender Charge.....................................................   23
     Partial Surrender Fee................................................   24
     Waiver of Surrender Charges..........................................   24
     Reduction or Elimination of the Surrender Charge.....................   25
     Transfer Fee.........................................................   25
     Taxes................................................................   25
     Investment Option Expenses...........................................   25
5.  DEATH BENEFIT.........................................................   29
     Change in Death Benefit Option.......................................   30
     Change in Specified Amount...........................................   31
     Guaranteed Minimum Death Benefit.....................................   32
     Accelerated Death Benefit............................................   32
6.  TAXES.................................................................   33
     Life Insurance in General............................................   33
     Taking Money Out of Your Policy......................................   33
     Diversification......................................................   33
7.  ACCESS TO YOUR MONEY..................................................   34
     Loans................................................................   34
     Surrenders...........................................................   35
8.  OTHER INFORMATION.....................................................   35
     BMA..................................................................   35
     Year 2000............................................................   35
     The Separate Account.................................................   36
     Distributors.........................................................   36
     Administration.......................................................   36
     Suspension of Payments or Transfers..................................   36
     Ownership............................................................   37
PART II...................................................................   37
EXECUTIVE OFFICERS AND DIRECTORS OF BMA...................................   37
OFFICERS AND DIRECTORS OF JONES & BABSON, INC.............................   39
OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC.......................   40
VOTING....................................................................   40
LEGAL OPINIONS............................................................   41
REDUCTION OR ELIMINATION OF SURRENDER CHARGE..............................   41
NET AMOUNT AT RISK........................................................   41
MATURITY DATE.............................................................   41
MISSTATEMENT OF AGE OR SEX................................................   42
OUR RIGHT TO CONTEST......................................................   42
PAYMENT OPTIONS...........................................................   42
FEDERAL TAX STATUS........................................................   42
REPORTS TO OWNERS.........................................................   46
LEGAL PROCEEDINGS.........................................................   46
EXPERTS...................................................................   46
FINANCIAL STATEMENTS......................................................   46
APPENDIX A-Illustration of Policy Values..................................  A-1
APPENDIX B-Rates of Return ...............................................  B-1
</TABLE>

                                  DEFINITIONS

     ACCUMULATION  VALUE: The sum of Your Policy values in the Subaccounts,  the
Fixed Account and the Loan Account.
 
     ACCUMULATION  UNIT: A unit of measure used to calculate  Your  Accumulation
Value in the Subaccounts.
 
     AGE: Issue Age is age nearest birthday on the Policy Date.  Attained Age is
the Issue Age plus the number of completed Policy Years.
 
     AUTHORIZED  REQUEST:  A request,  in a form  satisfactory  to Us,  which is
received by the BMA Service Center.
 
     BENEFICIARY:  The  person  named in the  application  or at a later date to
receive the Death Proceeds of the Policy or any rider(s).
 
     BMA: Business Men's Assurance Company of America.
  
     BMA SERVICE CENTER:  The office  indicated in the Summary to which notices,
requests and Premiums must be sent.  All sums payable to Us under the Policy are
payable only at the BMA Service Center.
 
     BUSINESS  DAY:  Each  day  that the New  York  Stock  Exchange  is open for
business. The Separate Account will be valued each Business Day.
 
     CASH SURRENDER VALUE: The Accumulation  Value less the surrender charge, if
any,  that  applies  if  the  Policy  is   surrendered  in  full  and  less  any
Indebtedness.
  
     DEATH BENEFIT: The amount used to determine the Death Proceeds payable upon
the death of the  Primary  Insured.  The Death  Benefit  can be either  Level or
Adjustable.
 
     DEATH  PROCEEDS:  The Death Proceeds equal the Death Benefit as of the date
of the Primary Insured's death, less any Indebtedness.
 
     FIXED ACCOUNT: A portion of the General Account into which You can allocate
Net  Premiums  or  transfer  Accumulation  Values.  It  does  not  share  in the
investment experience of any Subaccount of the Separate Account.
 
     GENERAL ACCOUNT:  Our general  investment account which contains all of Our
assets with the  exception of the Separate  Account and other  segregated  asset
accounts.
 
     GRACE PERIOD:  The 61 days that follow the date We mail a notice to You for
payment  if the Cash  Surrender  Value is not  sufficient  to cover the  Monthly
Deduction.
 
    INDEBTEDNESS:  Unpaid Policy loans plus unpaid Policy loan interest.
 
     INITIAL  SPECIFIED  AMOUNT:  The amount of coverage  selected by You at the
time of application and which will be used to determine the Death Benefit.
 
    INVESTMENT OPTION(S):  Those investment options available through the
Separate Account.
 
     LOAN ACCOUNT:  An account  established  within Our General  Account for any
amounts  transferred from the Fixed Account and the Separate Account as a result
of loans.  The Loan  Account is credited  with  interest and is not based on the
experience of any Separate Account.

     MATURITY  DATE: The date the  Accumulation  Value,  less any  Indebtedness,
becomes payable to You, if the Primary Insured is then living.
 
     MINIMUM SPECIFIED AMOUNT: The smallest Specified Amount the Policy may have
is the greater of  $50,000,  and the  Specified  Amount a $300  no-lapse  annual
premium, excluding amounts for riders and Special Rate Classes, will purchase.
 
     MONTHLY  ANNIVERSARY DAY: The same day of each month as the Policy Date for
each succeeding  month the Policy remains in force.  If the Monthly  Anniversary
falls on a day that is not a Business Day, any Policy transaction due as of that
day will be processed the first Business Day following such date.
 
     MONTHLY  DEDUCTION:  On the Policy Date and each  Monthly  Anniversary  Day
thereafter We deduct certain charges from Your Policy.
 
     NET PREMIUM:  We deduct a Premium  Charge from each Premium  paid.  The Net
Premium is the Premium paid less the Premium Charge.
 
     OWNER: The person entitled to all the ownership rights under the Policy. If
Joint Owners are named, all references to You or Owner shall mean Joint Owner.
 
     POLICY  ANNIVERSARY:  The same  month and day as the  Policy  Date for each
succeeding year the Policy remains in force.
 
     POLICY DATE: The date by which Policy months,  years and  anniversaries are
measured.
 
     POLICY MONTH: The one month period from the Policy Date to the same date of
the next month, or from one Monthly Anniversary Day to the next.
 
     POLICY  YEAR:  The one year period from the Policy Date to the first Policy
Anniversary or from one Policy Anniversary to the next.
 
     PREMIUM: A payment You make towards the Policy and that does not re-pay any
Indebtedness.
 
     PRIMARY INSURED: The person whose life is insured under the Policy.
 
     RATE CLASS:  This is anything  that would affect the level of Your Premium,
such as health status and tobacco use.
 
     REINSTATEMENT: To restore coverage after the Policy has terminated.
 
     SEPARATE  ACCOUNT:  A segregated asset account  maintained by Us in which a
portion of Our assets has been allocated for this and certain other policies.
 
     SPECIFIED  AMOUNT:  The Initial  Specified Amount plus each increase to the
Specified Amount and less each decrease to the Specified Amount.
 
     UNDERWRITING  PROCESS:  The underwriting  process begins the day We receive
Your  application  at the BMA  Service  Center and ends the day We  receive  and
approve all required documents,  including the initial Premium, necessary to put
the Policy in force.
 
     US, WE, OUR: Business Men's Assurance Company of America.
 
     YOU, YOUR, YOURS: The Owner of the Policy. 

                                    SUMMARY
 
     The prospectus is divided into three sections: Summary, Part I and Part II.
The sections in this summary correspond to sections in Part I of this prospectus
which  discuss the topics in more  detail.  Even more  detailed  information  is
contained in Part II.
 
     1. THE VARIABLE LIFE INSURANCE  POLICY:  The variable life insurance policy
offered by BMA is a contract  between  You,  the Owner,  and BMA,  an  insurance
company.
 
     The Policy  provides for the payment of the Death Proceeds to Your selected
Beneficiary  upon the death of the Primary  Insured  which should be  excludable
from the gross  income of the  Beneficiary.  The Policy can be used to create or
conserve one's estate or to save for retirement. The Policy can also be used for
certain business purposes, such as keyman insurance.  The Primary Insured is the
person whose life is insured  under the Policy.  The Primary  Insured can be the
same person as the Owner but does not have to be.
 
     Under the Policy,  You may,  subject to certain  limitations,  make Premium
payments,  in  any  amount  and  at  any  frequency.   The  Policy  provides  an
Accumulation  Value,  surrender  rights,  loan  privileges  and  other  features
traditionally associated with life insurance.
 
     The Policy has a no-lapse  guarantee in the first five years  providing the
No-Lapse Monthly Minimum  Premiums are paid.  After this period,  the Policy can
lapse (terminate without value) when the Cash Surrender Value is insufficient to
cover the Monthly Deduction and a Grace Period of 61 days has expired without an
adequate payment being made.


     You should  consult Your Policy for further  understanding  of its term and
conditions and for any state-specific provisions and variances that may apply to
Your Policy.
 
     2. PURCHASES:  You can buy the Policy by completing the proper forms.  Your
registered  representative  can help You.  The minimum  initial  Premium We will
accept will be computed  for You with respect to the  Specified  Amount You have
requested.  We will also compute the No-Lapse Monthly Minimum  Premium.  In some
circumstances  We may  contact  You for  additional  information  regarding  the
Primary  Insured and may require the Primary  Insured to provide Us with medical
records, physician's statement or a complete paramedical examination.
 
     The Policy is a flexible  premium policy and unlike  traditional  insurance
policies,  there is no fixed  schedule  for Premium  payments  after the initial
Premium.  Although  You may  establish a schedule of Premium  payments  (Planned
Premium),  if you  fail  to make  the  Planned  Premium  payments  it  will  not
necessarily  cause the  Policy  to lapse nor will  paying  the  Planned  Premium
guarantee  that a  Policy  will  remain  in force  until  maturity.  Under  most
circumstances  it is anticipated  that You will need to make additional  Premium
payments, after the initial Premium, to keep the Policy in force.
 
     3.  INVESTMENT  CHOICES:  You can put Your money in the Fixed Account or in
any or all of these  Investment  Options which are described in the prospectuses
for the funds:
    
INVESTORS MARK SERIES FUND, INC.
 
    MANAGED BY STANDISH, AYER & WOOD, INC.
 
    Intermediate Fixed Income
    Mid Cap Equity
    Money Market
 
    MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
 
    Global Fixed Income
 
    MANAGED BY STEIN ROE & FARNHAM INCORPORATED
 
    Small Cap Equity
    Large Cap Growth
 
    MANAGED BY DAVID L. BABSON & CO. INC.
 
    Large Cap Value

    MANAGED BY LORD, ABBETT & CO.
 
    Growth & Income
 
    MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
 
    Balanced
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
    MANAGED BY BERGER ASSOCIATES
 
    Berger IPT--100
    Berger IPT--Growth and Income
    Berger IPT--Small Company Growth
 
    MANAGED BY BBOI WORLDWIDE LLC
 
    Berger/BIAM IPT--International
 
CONSECO SERIES TRUST
 
    MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
 
    Balanced (formerly, Asset Allocation)
    Equity (formerly, Common Stock)
    Fixed Income (formerly, Corporate Bond)
    Government Securities
 
THE ALGER AMERICAN FUND
 
    MANAGED BY FRED ALGER MANAGEMENT, INC.
 
    Alger American Growth
    Alger American Leveraged AllCap
    Alger American MidCap Growth
    Alger American Small Capitalization
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
    MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
 
    VP Income & Growth
    VP International
    VP Value
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
    MANAGED BY THE DREYFUS CORPORATION (Sub-Adviser:  NCM Capital 
    Management Group, Inc.)
 
DREYFUS STOCK INDEX FUND
 
    MANAGED BY THE DREYFUS CORPORATION (Index Fund Manager:  Mellon Equity
    Associates)
 
DREYFUS VARIABLE INVESTMENT FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
    Disciplined Stock
    International Value
 
FEDERATED INSURANCE SERIES
 
    MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY (formerly, Federated
    Advisers)
 
    Federated High Income Bond II
    Federated Utility II

MANAGED BY FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.

    Federated International Equity II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
    MANAGED BY INVESCO FUNDS GROUP, INC.
 
    INVESCO VIF--High Yield
    INVESCO VIF--Equity Income (formerly, INVESCO VIF-Industrial Income)
 
LAZARD RETIREMENT SERIES, INC.
 
    MANAGED BY LAZARD ASSET MANAGEMENT
 
    Lazard Retirement Equity
    Lazard Retirement Small Cap
 
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
 
    MANAGED BY NEUBERGER BERMAN MANAGEMENT INC.
 
    Limited Maturity Bond
    Partners

STRONG OPPORTUNITY FUND II, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Opportunity Fund II
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Strong Mid Cap Growth Fund II (formerly, Growth Fund II)
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
    MANAGED BY VAN ECK ASSOCIATES CORPORATION
 
    Worldwide Bond
    Worldwide Emerging Markets
    Worldwide Hard Assets
    Worldwide Real Estate
    
 
    4.  EXPENSES:  The Policy has both insurance and investment features, and
there are costs related to each that reduce the return on Your investment.
 
    We deduct a Premium Charge from each Premium payment made. The Premium
Charge is as follows:
 
<TABLE>
<S>                    <C>
Policy Years 1-10:     5.5% of all Premiums.
 
Policy Years 11 and
  later:               4.0% of all Premiums.
</TABLE>
 
    We deduct a Policy Charge each month from the unloaned Accumulation Value of
the Policy. The Policy Charge is as follows:
 
<TABLE>
<S>                    <C>
Policy Year 1:         $25 each month
 
Policy Years 2 and
  later:               Currently, $5 each
                       month. This charge is
                       not guaranteed and
                       may be increased but
                       it will not exceed
                       $10.
</TABLE>
 
    We deduct a Risk Charge each month from the unloaned Accumulation Value of
the Policy. The Risk Charge is calculated as follows:
 
<TABLE>
<S>                    <C>
Policy Years 1-10:     Each month, .80%, on
                       an annual basis, of
                       the Accumulation
                       Value in the Separate
                       Account.
 
Policy Years 11 and
  later:               Each month, .40%, on
                       an annual basis, of
                       the Accumulation
                       Value in the Separate
                       Account.
</TABLE>
 
     Each month We will make a deduction from the unloaned Accumulation Value of
the Policy for the cost of insurance. This charge will depend upon the Specified
Amount,  Your Accumulation Value, and the sex, age and Rate Class of the Primary
Insured.  We may also charge for any riders attached to the Policy.  The maximum
deduction  that will be made for cost of  insurance  is 83.33333  per $1,000 net
amount at risk.  This is the rate at attained  age 98.  Therefore,  this is most
likely not the rate You will be charged.  Maximum rates vary by sex, tobacco use
and  attained  age and range from  0.08420 to 83.33333  per $1,000 net amount at
risk. See  "Expenses--Monthly  Deduction--Cost  of Insurance" in Part I for more
information.
 
     There are also daily  investment  charges  which apply to the average daily
value of the Investment Options.  These charges are deducted from the Investment
Options  and range on an annual  basis  from  .28% to  1.50%,  depending  on the
Investment Option.
 
     If You take out more than the Free  Partial  Surrender  Percentage,  We may
assess a surrender charge which depends upon Your Initial Specified Amount,  the
year of surrender,  issue Age, sex and Rate Class. The maximum  surrender charge
that will be deducted is $44.56 per $1,000 specified amount.  The maximum varies
by issue age,  sex and  tobacco  use and ranges from $5.40 to $44.56 per $1,000.
See "Expenses--Surrender  Charge" in Part I for more information.  The surrender
charge for total surrenders is level for the first four Policy Years then grades
down (pursuant to a set formula) each month  beginning  in the fifth  Policy  
Year and is zero at the end of Policy Year ten. Your Policy is issued with a 
surrender  charge  schedule  which shows the  surrender charge at the end of the
Policy  Year.  The charge is not affected by Special Rate Classes nor by the 
addition of riders.

     When You make a partial  surrender,  We assess a  pro-rata  portion  of the
surrender  charge.  In the event that You increase Your Specified  Amount, a new
surrender charge schedule will be imposed on the increased amount.
 
     There is a partial  surrender fee of $25 assessed for any partial surrender
in addition to any surrender charge that may be assessed.  The partial surrender
fee is deducted  from the unloaned  Accumulation  Value of the Policy.  The Free
Partial Surrender Percentage is excluded from these charges.
 
     Each  transfer  after  12 in  any  Policy  Year,  unless  the  transfer  is
pre-scheduled, will incur a transfer fee of $25.

 
     5. DEATH BENEFIT: The amount of the Death Benefit depends on:

     * the Specified Amount of Your Policy,

     * the Death Benefit option in effect at the time of death, and

     * under some circumstances Your Policy's Accumulation Value.

There are two Death Benefit  options:  Level Death Benefit and Adjustable  Death
Benefit.  Under certain  circumstances You can change Death Benefit options. You
can also change the Specified Amount under certain circumstances.
 
     The actual amount  payable to Your  Beneficiary is the Death Proceeds which
is equal to the Death Benefit less any Indebtedness.  At the time of application
for a Policy,  You designate a Beneficiary who is the person or persons who will
receive  the Death  Proceeds.  You can change Your  Beneficiary  unless You have
designated an irrevocable  Beneficiary.  The  Beneficiary  does not have to be a
natural person.
 
    All or part of the Death Proceeds may be paid in a lump sum or applied under
one of the Payment Options contained in the Policy.
 
     6. TAXES:  Your Policy has been  designed to comply with the  definition of
life  insurance in the Internal  Revenue Code. As a result,  the Death  Proceeds
paid  under  the  Policy  should  be  excludable  from the  gross  income of the
Beneficiary.  Your earnings in the Policy are not taxed until You take them out.
The tax  treatment of the loan  proceeds and  surrender  proceeds will depend on
whether the Policy is considered a Modified Endowment  Contract (MEC).  Proceeds
taken out of a MEC are considered to come from earnings first and are includible
in taxable  income.  If You are younger than 59 1/2 when You take money out of a
MEC,  You may also be  subject to a 10%  federal  tax  penalty  on the  earnings
withdrawn.
 
     7. ACCESS TO YOUR MONEY:  You can  terminate  the Policy at any time and We
will pay You the Cash  Surrender  Value.  After the first Policy  Year,  You may
surrender a part of the Cash Surrender Value subject to the  requirements of the
Policy. When You terminate Your Policy or make a partial surrender,  a surrender
charge  (or a  portion  thereof  in the  case  of a  partial  surrender)  may be
assessed.  Once each Policy Year, on a non-cumulative basis, You may make a free
partial surrender of up to 10% of Your unloaned Accumulation Value.
 
     You can also borrow some of Your Accumulation Value.
 
     8. OTHER INFORMATION:
 
     FREE LOOK.  You can cancel the Policy  within ten days after You receive it
(or  whatever  period is required in Your state) and We will refund all Premiums
paid less any Indebtedness. Upon completion of the Underwriting Process, We will
allocate the initial Net Premium to the Money Market  Portfolio for fifteen days
(or the Free Look period required in Your state plus five days).  After that, We
will invest Your Accumulation Value as You requested.
 
     WHO SHOULD PURCHASE THE POLICY?  The Policy is designed for individuals and
businesses  that  have a need  for  death  protection  but who  also  desire  to
potentially  increase the values in their  Policies  through  investment  in the
Investment Options.

     The Policy offers the following to individuals:
 
     - create or conserve one's estate
 
     - supplement retirement income
 
     - access to funds through loans and surrenders
 
     The Policy offers the following to businesses:
 
     - protection for the business in the event a key employee dies
 
     - provide debt protection for business loans
 
     - create a fund for employee benefits, buy outs and future business needs.
 
     If You currently own a variable  life  insurance  policy on the life of the
Primary  Insured,  You should  consider  whether  the  purchase of the Policy is
appropriate.
 
     Also, You should  carefully  consider  whether the Policy should be used to
replace an existing Policy on the life of an Insured.
 
    ADDITIONAL FEATURES
 
     - You  can  arrange  to  have  a  regular  amount  of  money  automatically
transferred  from the Money  Market  Portfolio  to the  Investment  Options each
month,  theoretically  giving You a lower average cost per unit over time than a
single one time purchase. We call this feature the Dollar Cost Averaging Option.
 
     - We will  automatically  readjust  Your money between  Investment  Options
periodically  to keep the  blend You  select.  We call  this  feature  the Asset
Rebalancing Option.
 
     - If the Primary Insured becomes  terminally ill, We will pay You a portion
of the Death Benefit. We call this feature the Accelerated Death Benefit Rider.
 
     - If You pay a certain required Premium,  We guarantee that the Policy will
not lapse even if Your Accumulation Value is not sufficient to cover the Monthly
Deductions. We call this feature the Guaranteed Minimum Death Benefit Rider.
 
     - If the  Primary  Insured  becomes  totally  disabled,  We will  waive the
Monthly  Deduction,  excluding the Risk Charge, or the Planned Premium.  This is
provided  by the  Waiver of  Monthly  Deductions  Rider or the Waiver of Planned
Premium Rider.
 
     - We also offer a number of additional riders that are common for universal
life policies.
 
     These features and riders may not be available in Your state and may not be
suitable for Your particular situation.
 
     9. INQUIRIES:  If You need more information  about buying a Policy,  please
contact Us at:
 
        BMA
        P.O. Box 412879
        Kansas City, Missouri 64141-2879
        1-888-262-8131
 
     If You need policy owner  service  (such as changes in policy  information,
inquiry into policy values, or to make a loan), please contact Us at our service
center:
 
        BMA
        P.O. Box 66793
        St. Louis, Missouri 63166-6793
        1-800-423-9398

                                     PART I
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
     The variable life  insurance  policy is a contract  between You, the Owner,
and BMA,  an  insurance  company.  The Policy can be used to create or  conserve
one's estate and retirement  planning for  individuals.  It can also be used for
certain business purposes.
 
     The Policy provides for life insurance  coverage on the Primary Insured and
has Accumulation Values, a Death Benefit,  surrender rights, loan privileges and
other characteristics  associated with traditional and universal life insurance.
However,  since the Policy is a variable life insurance policy, the Accumulation
Value,  to the extent  invested  in the  Investment  Options,  will  increase or
decrease depending upon the investment  experience of those Investment  Options.
The  duration  or  amount  of the  Death  Benefit  may  also  vary  based on the
investment  performance of the underlying  Investment Options. To the extent You
allocated Premium or Accumulation  Value to the Separate  Account,  You bear the
investment  risk. If the Cash Surrender Value is insufficient to pay the Monthly
Deductions, the Policy may terminate.
 
     Because the Policy is like  traditional  and universal life  insurance,  it
provides a Death Benefit which will be paid to Your named Beneficiary.  When the
Primary  Insured dies,  the Death  Proceeds are paid to Your  Beneficiary  which
should be  excludable  from the gross  income of the  Beneficiary.  The tax-free
Death Proceeds  makes this an excellent way to accumulate  money You don't think
you'll use in Your lifetime and is a tax-efficient  way to provide for those You
leave behind.  If You need access to Your money,  You can borrow from the Policy
or make a total or partial surrender.

     You should  consult Your Policy for further  understanding  of its term and
conditions and for any state-specific provisions and variances that may apply to
Your Policy.

2.  PURCHASES
 
PREMIUMS
 
     Premiums  are the  monies  You give Us to buy the  Policy.  The Policy is a
Flexible  Premium Policy which allows You to make Premium payments in any amount
and at any time, subject of course to making sufficient Premium payments to keep
the Policy in force.  Even  though the  Policy is  flexible,  when You apply for
coverage You can establish a schedule of Premium payments (Planned Premium). The
Planned Premium is selected by You. Thus they will differ from Policy to Policy.
You should consult Your Registered Representative about Your Planned Premium.
 
     We  guarantee  that the Policy  will stay in force for the first five years
after issue if total Premiums paid are at least as great as:
 
     1.   the cumulative five year No-Lapse Monthly Minimum Premium; plus
 
     2.   the total of all partial surrenders made; plus
 
     3.   indebtedness.
 
     We will establish a No-Lapse  Monthly Minimum Premium at the time you apply
for coverage which is the smallest level of Planned Premium.
 
     The Policy will remain in force if the Cash Surrender Value is greater than
zero regardless of how long it has been in force.
 
     Additional  Premiums may be paid at any time. However, We reserve the right
to limit the number and amount of additional Premiums. Under some circumstances,
We may  require  evidence  that the  Primary  Insured  is still  insurable.  All
Premiums are payable at the BMA Service Center.
 
WAIVER OF PLANNED PREMIUMS
 
     You can  elect to have a Waiver  of  Planned  Premium  Rider  added to Your
Policy.  The rider provides for the Planned  Premium to be waived by crediting a
Premium  equal to the monthly  waiver  benefit on each Monthly  Anniversary  Day
during  the  Primary  Insured's  total  disability  beginning  before age 60 and
continuing  6  months  or more.  Premiums  paid  during  the  first 6 months  of
disability  are refunded,  and  subsequent  Premiums are waived as long as total
disability continues.  The monthly waiver benefit to be credited as a Premium to
the Policy while benefits are payable under the rider is the Planned  Premium at
the time the disability begins.
 
     All Monthly Deductions will continue to be made.
 
     If at the end of any Policy  Month while  benefits are being paid under the
rider,  the  Cash  Surrender  Value  is not  sufficient  to  cover  the  Monthly
Deductions, the credit of the monthly waiver benefit will cease, and the Monthly
Deductions will be waived as long as total disability continues.
 
     If the Primary Insured is no longer totally disabled, You must begin paying
Premiums again.  If You do not pay sufficient Premiums, Your Policy may lapse
depending on Your facts and circumstances at that time.

     You should  consult  the rider for the terms and  conditions.  The rider is
available as an alternative to the Waiver of Monthly Deductions.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.
 
APPLICATION FOR A POLICY
 
     In order to purchase a Policy,  You must submit an  application  to Us that
requests  information about the proposed Primary Insured. In some cases, We will
ask for additional information.  We may request that the Primary Insured provide
Us with medical records, physician's statement or possibly require other medical
tests.
 
ISSUE AGES
 
     We currently  issue to Primary  Insureds whose ages are: 20-80 for Standard
rates and 20-70 for Preferred rates.
 
     We will  review  all the  information  We are  provided  about the  Primary
Insured and determine whether or not the Primary Insured meets Our standards for
issuing the Policy. This process is called underwriting.  If the Primary Insured
meets all of Our underwriting  requirements,  We will issue a Policy.  There are
several underwriting classes under which the Policy may be issued.
 
     The underwriting  period could be up to 60 days or longer from the time the
application is signed.  If We receive the initial Premium with the  application,
Your  Registered  Representative  will give you a  conditional  receipt.  If You
receive  a  conditional receipt, you  will be eligible for conditional coverage.
The conditional coverage, if you meet the conditions specified on the 
conditional receipt, will be effective from the later  date of receipt of 
a medical exam, if required or a date You request (it must be within 60 days
of the date of the receipt).  It will  expire  60 days  from the  
effective  date.  The conditional  insurance  is  subject  to a  number  of  
restrictions  and is only applicable  if the  proposed  Primary  Insured was an
acceptable  risk for the insurance applied for.
 
APPLICATION OF PREMIUMS
 
     When You purchase a Policy and We receive money with Your  application,  We
will initially put Your money in Our General Account.  Your money will remain in
Our General  Account during the  Underwriting  Process.  Upon  completion of the
Underwriting  Process,  Your money will be moved to the Money  Market  Portfolio
where it will remain for 15 days (or the period required in Your state plus five
days).  After  the 15  days,  We will  allocate  Your  money  to the  Investment
Option(s) You requested in the application. All allocation directions must be in
whole percentages.  If You pay additional Premiums, We will allocate them in the
same way as Your first Premium unless You tell Us otherwise.

     If You change Your mind about owning a Policy,  You can cancel it within 10
days  after  receiving  it (or the period  required  in Your  state)  (Free Look
Period).  (If the Owner is a resident of California and is age 60 or older,  the
period is 30 days.) When You cancel the Policy within this time period,  We will
not assess a Surrender  Charge and will give You back Your Premium  payment less
any Indebtedness.
 
     When Your  application for the Policy is in good order, We will invest Your
first  Premium  in the Money  Market  Portfolio  within  two days  after We have
completed Our underwriting.  Subsequent Premiums will be allocated in accordance
with the selections in Your application.
 
     If as a result of Our underwriting review, We do not issue You a Policy, We
will return Your Premium, and interest, if any, required by Your state. If We do
issue a Policy,  on the Policy Date We will deduct the first  Monthly  Deduction
and credit  interest.  The maximum first Monthly  Deduction is 100% of the first
net Premium paid.  The maximum deduction that We will take from the Premium is
5.5% of the Premium paid.
 
GRACE PERIOD
 
     Your  Policy  will stay in effect as long as Your Cash  Surrender  Value is
sufficient  to cover Monthly  Deductions.  If the Cash  Surrender  Value of Your
Policy is not enough to cover these deductions,  We will mail You a notice.  You
will  have 61 days  from the time the  notice  is  mailed  to You to send Us the
required  payment.  This is called the Grace  Period.  Because this Policy has a
five year  no-lapse  guarantee,  the Policy will not  terminate  if the No Lapse
Monthly Minimum Premiums are paid during this five year period.
 
ACCUMULATION UNIT VALUES
 
     The value of Your Policy that is invested in the Investment  Option(s) will
go up or down  depending  upon  the  investment  performance  of the  Investment
Option(s) You choose. In order to keep track of the value of Your Policy, We use
a unit of measure We call an Accumulation Unit. (An Accumulation Unit works like
a share of a mutual fund.)
 
     Every Business Day We determine the value of an Accumulation  Unit for each
of the  Investment  Options.  The  value of an  Accumulation  Unit for any given
Business Day is  determined by  multiplying a factor We call the net  investment
factor times the value of the Accumulation  Unit for the previous  Business Day.
We do this for each  Investment  Option.  The net investment  factor is a number
that reflects the change (up or down) in an underlying  Investment Option share.
Our  Business  Days are each day that the New York  Stock  Exchange  is open for
business.  Our  Business  Day closes  when the New York Stock  Exchange  closes,
usually 4:00 P.M. Eastern time.
 
     When You make a Premium  payment,  We credit Your Policy with  Accumulation
Units.  The number of Accumulation  Units credited is determined by dividing the
amount of Net  Premium  allocated  to an  Investment  Option by the value of the
Accumulation  Unit  for the  Investment  Option  for the  Business  Day when the
Premium payment is applied to Your Policy.
 
     We calculate the value of an Accumulation  Unit for each Investment  Option
after the New York Stock Exchange  closes each Business Day and then apply it to
Your Policy.
 
     When We assess the Monthly Deductions,  We do so by deducting  Accumulation
Units from Your Policy.  When You have selected more than one Investment  Option
and/or  the  Fixed  Account,  We  make  the  deductions  pro-rata  from  all the
Investment Options and the Fixed Account.
 
     When You make a surrender We determine the number of Accumulation  Units to
be deducted by dividing the amount of the surrender from an Investment Option by
the value of an  Accumulation  Unit for the  Investment  Option.  The  resulting
number of  Accumulation  Units is  deducted  from Your  Policy.  When You make a
transfer from one Investment  Option to another We treat the  transaction by its
component parts, i.e. a surrender and a purchase.
 
EXAMPLE:
 
     On Monday We receive a Premium  payment from You. You have told Us You want
$700 of this payment to go to the Large Cap Value  Portfolio.  When the New York
Stock  Exchange  closes  on that  Monday,  We  determine  that  the  value of an
Accumulation  Unit for the Large Cap Value  Portfolio is $12.70.  We then divide
$700 by $12.70 and credit  Your Policy on Monday  night with 55.12  Accumulation
Units for the Large Cap Value Portfolio.
 
RIGHT TO REFUND
 
     To receive the tax treatment  accorded life  insurance  under Federal laws,
insurance  under the Policy must  initially  qualify and  continue to qualify as
life insurance under the Internal Revenue Code. To maintain qualification to the
maximum  extent  permitted  by law, We reserve the right to return  Premiums you
have paid which We determine will cause any coverage under the Policy to fail to
qualify as life insurance under applicable tax law and any changes in applicable
tax  laws or will  cause it to  become  a  Modified  Endowment  Contract  (MEC).
Additionally,  We  reserve  the right to make  changes  in the Policy or to make
distributions  to the extent We  determine  necessary to continue to qualify the
Policy as life insurance and to comply with applicable laws. We will provide You
advance written notice of any change.
 
     If  subsequent  Premium payments  will cause Your Policy to become a MEC We
will contact You prior to applying the Premium. If You elect to have the Premium
applied,  We require that You acknowledge in writing that You understand the tax
consequences  of a MEC before We will apply the  Premiums.  Section 6 contains a
discussion of certain tax considerations provisions including MECs.
 
EXCHANGE OF A POLICY FOR A BMA POLICY
 
     Under federal tax law a life insurance policy may be exchanged tax-free for
another life insurance policy.  However, a policy received in exchange for a MEC
will also be treated as a MEC.  Any  exchange  of a policy for a BMA Policy must
meet Our policy exchange rules in effect at that time.
 
3.  INVESTMENT CHOICES
 
     The Policy offers 44 investment  choices--a Fixed Account and 43 Investment
Options. Additional Investment Options may be available in the future.
 
     You  should  read  the   prospectuses  for  these  funds  carefully  before
investing. Copies of these prospectuses are attached to this prospectus. Certain
portfolios  contained in the fund  prospectuses  may not be available  with your
policy.
 
     Shares of the funds are offered in connection with certain variable annuity
contracts  and  variable  life  insurance  policies  of various  life  insurance
companies  which may or may not be affiliated with BMA.  Certain  portfolios are
also sold directly to qualified  plans.  The funds  believe that offering  their
shares in this manner will not be disadvantageous to you.
 
     BMA may enter into certain arrangements under which it is reimbursed by the
Investment   Options'   advisers,   distributors   and/or   affiliates  for  the
administrative services which it provides to the portfolios.

INVESTORS MARK SERIES FUND, INC.
 
     Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC
(Adviser),  which is an affiliate of BMA.  Investors Mark Series Fund, Inc. is a
mutual fund with multiple  portfolios.  Each  Investment  option has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice for the individual  Investment Option.  The following  Investment Options
are available under the Policy.
    
     STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:
 
     Intermediate Fixed Income Portfolio
 
     Mid Cap Equity Portfolio
 
     Money Market Portfolio
 
     STANDISH  INTERNATIONAL  MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIO:
 
        Global Fixed Income Portfolio
 
     STEIN ROE &  FARNHAM  INCORPORATED  IS THE  SUB-ADVISER  TO THE  FOLLOWING
PORTFOLIOS:
 
     Small Cap Equity Portfolio
 
     Large Cap Growth Portfolio
 
     DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
 
     Large Cap Value Portfolio
 
     LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
 
     Growth & Income Portfolio
 
     KORNITZER  CAPITAL  MANAGEMENT,  INC. IS THE  SUB-ADVISER  TO THE FOLLOWING
PORTFOLIO:
 
     Balanced Portfolio
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
     Berger  Institutional  Products  Trust  is  a  mutual  fund  with  multiple
portfolios. Berger Associates is the investment adviser to all portfolios except
the  Berger/BIAM  IPT--International  Fund. BBOI Worldwide LLC is the adviser to
the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC has retained Bank of
Ireland Asset  Management  (U.S.)  Limited  ("BIAM").  The following  Investment
Options are available under the Policy:
 
       Berger IPT--100 Fund (long-term capital appreciation)
 
       Berger IPT--Growth and Income Fund
 
       Berger IPT--Small Company Growth Fund
 
       Berger/BIAM IPT--International Fund
 
CONSECO SERIES TRUST
 
     Conseco  Series Trust is a mutual fund with  multiple  portfolios.  Conseco
Capital  Management,  Inc.  is the  investment  adviser to the  portfolios.  The
following Investment Options are available under the Policy:
 
       Balanced Portfolio (formerly, Asset Allocation Portfolio)
 
       Equity Portfolio (formerly, Common Stock Portfolio)
 
       Fixed Income Portfolio (formerly, Corporate Bond Portfolio)
 
       Government Securities Portfolio
 
THE ALGER AMERICAN FUND
 
     The Alger  American  Fund is a mutual fund with multiple  portfolios.  Fred
Alger  Management,   Inc.  serves  as  the  investment  adviser.  The  following
Investment Options are available under the Policy:
 
       Alger American Growth Portfolio
 
       Alger American Leveraged AllCap Portfolio
 
       Alger American MidCap Growth Portfolio
 
       Alger American Small Capitalization Portfolio
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
     American Century Variable Portfolios,  Inc. is a series of funds managed by
American Century Investment  Management,  Inc. The following  Investment Options
are available under the Policy:
 
       VP Income & Growth
 
       VP International
 
       VP Value (long-term capital growth with income as a secondary objective)
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
     The  Dreyfus  Socially  Responsible  Growth  Fund,  Inc.  is managed by The
Dreyfus  Corporation.  Dreyfus has hired NCM Capital  Management  Group, Inc. to
serve as sub-investment  adviser and provide day-to-day management of the Fund's
investments.
 
DREYFUS STOCK INDEX FUND
 
     The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.
 
DREYFUS VARIABLE INVESTMENT FUND
 
     The  Dreyfus  Variable  Investment  Fund is a  mutual  fund  with  multiple
portfolios.  The  Dreyfus  Corporation  serves as the  investment  adviser.  The
following Investment Options are available under the Policy:
 
       Disciplined Stock Portfolio (seeks to outperform the total return
       performance of the Standard & Poor's 500 Composite Stock Price Index)
 
       International Value Portfolio
 
FEDERATED INSURANCE SERIES
 
     Federated  Insurance Series is an open-end,  management  investment company
with multiple  portfolios.  Federated  Investment  Management Company (formerly,
Federated  Advisers) is the  investment  adviser.  Federated  Global  Investment
Management Corp. is the sub-adviser to the Federated  International  Equity Fund
II. The following Investment Options are available under the Policy:
 
       Federated High Income Bond Fund II
 
       Federated International Equity Fund II
 
       Federated Utility Fund II
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
     INVESCO  Variable  Investment  Funds,  Inc. is a mutual fund with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
Investment Options are available under the Policy:
 
       INVESCO VIF--High Yield Fund (seeks high level of current income)
 
       INVESCO VIF--Equity Income Fund (formerly, INVESCO VIF-Industrial Income
       Portfolio) (seeks high current income with growth of capital as a 
       secondary goal)
 
LAZARD RETIREMENT SERIES, INC.
 
     Lazard Retirement Series,  Inc. is a mutual fund with multiple  portfolios.
Lazard  Asset  Management,  a  division  of  Lazard  Freres  & Co.  LLC, a New
York limited liability company, is the investment  manager for each  portfolio. 
The following  Investment  Options are available under the Policy:
 
       Lazard Retirement Equity Portfolio
 
       Lazard Retirement Small Cap Portfolio
 
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
 
     Each portfolio of Neuberger Berman Advisers Management Trust invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are managed by Neuberger Berman Management Inc.  The following Investment 
Options are available under the Policy:
 
       Limited Maturity Bond Portfolio
 
       Partners Portfolio (capital growth)
 
STRONG OPPORTUNITY FUND II, INC.
 
     Strong Opportunity Fund II, Inc. is a mutual fund managed by Strong Capital
Management, Inc. The following Investment Option is available under the Policy:
 
       Opportunity Fund II (capital growth)
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
     Strong  Variable  Insurance  Funds,  Inc.  is a mutual  fund with  multiple
series.  Strong Capital Management,  Inc. serves as the investment adviser.  The
following Investment Option is available under the Policy:
 
       Strong Mid Cap Growth Fund II (formerly, Growth Fund II)
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
     Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios
which are managed by Van Eck Associates  Corporation.  The following  Investment
Options are available under the Policy:
 
       Worldwide Bond Fund
 
       Worldwide Emerging Markets Fund
 
       Worldwide Hard Assets Fund
 
       Worldwide Real Estate Fund
    
 
TRANSFERS
 
     You can transfer money among the Fixed Account and the Investment  Options.
You can make 12 free  transfers  each Policy Year. You can make a transfer to or
from the Fixed Account and to or from any  Investment  Option.  If You make more
than 12 transfers in a year,  there is a transfer fee  deducted.  The fee is $25
per transfer. The following apply to any transfer:
 
     1. The minimum  amount which You can transfer from the Fixed Account or any
Investment  Option is $250 or Your entire  interest in the Investment  Option or
the Fixed Account, if the remaining balance is less than $250.
 
     2. The maximum  amount which can be  transferred  from the Fixed Account is
limited to 25% of the Accumulation Value in the Fixed Account. Only one transfer
out of the Fixed  Account is allowed each Policy Year.  These  requirements  are
waived if the transfer is pursuant to a pre-scheduled transfer.
 
     3. The minimum amount which must remain in any  Investment  Option or Fixed
Account after a transfer is $250.
 
     4. A transfer  will be  effective as of the end of the Business Day when We
receive an Authorized Request at the BMA Service Center.
 
     5. Neither Us nor Our BMA Service  Center is liable for a transfer  made in
accordance with Your instructions.
 
     6. We reserve the right to restrict the number of transfers per year and to
restrict transfers from being made on consecutive Business Days.
 
     7. Your right to make transfers is subject to modification if We determine,
in Our sole opinion, that the exercise of the right by one or more Owners is, or
would be, to the  disadvantage of other Owners.  Restrictions  may be applied in
any manner reasonably designed to prevent any use of the transfer right which is
considered by Us to be to the disadvantage of other Owners. A modification could
be applied to  transfers  to or from one or more of the  Investment  Options and
could include but not be limited to:
 
     a.   a requirement of a minimum time period between each transfer;
 
     b.   not  accepting  transfer  requests of an agent acting under a power of
          attorney on behalf of more than one Owner; or
 
     c.   limiting the dollar amount that may be  transferred by an Owner at any
          one time.

Telephone Transfers
 
     You may elect to make transfers by telephone. To elect this option You must
do so in an  Authorized  Request.  If there  are  Joint  Owners,  unless  We are
instructed to the contrary, instructions will be accepted from either one of the
Joint Owners.  We will use  reasonable  procedures to confirm that  instructions
communicated  by telephone  are genuine.  If We do not, We may be liable for any
losses due to  unauthorized or fraudulent  instructions.  The BMA Service Center
tape records all telephone instructions.  Transfers do not change the allocation
instructions for future Premiums.
 
DOLLAR COST AVERAGING
 
     The Dollar Cost Averaging  Option allows You to  systematically  transfer a
set  amount  each  month  from the Money  Market  Portfolio  to any of the other
Investment Option(s).  By allocating amounts on a regular schedule as opposed to
allocating the total amount at one particular  time, You may be less susceptible
to the impact of market fluctuations.
 
     The minimum  amount which can be  transferred  each month is $250. You must
have an unloaned  Accumulation  Value of at least $5,000. The amount required to
complete Your program must be in the source  account in order to  participate in
dollar cost averaging.
 
     All dollar  cost  averaging  transfers  will be made on the 15th day of the
month  unless that day is not a Business  Day. If it is not,  then the  transfer
will be made  the next  Business  Day.  You  must  participate  in  dollar  cost
averaging for at least 6 months.
    
     If You participate in dollar cost averaging,  the transfers made under this
option are not taken into account in determining any transfer fee.  Currently,
there is no charge for participating in Dollar Cost Averaging.    
 
ASSET REBALANCING OPTION
 
     Once  Your  money has been  allocated  among the  Investment  Options,  the
performance of the  Accumulation  Value of each option may cause Your allocation
to shift. If the unloaned  Accumulation Value of Your Policy is at least $5,000,
You can direct Us to automatically  rebalance Your Policy each quarter to return
to Your  original  percentage  allocations  by selecting  Our asset  rebalancing
option.  The program  will  terminate  if You make any  transfer  outside of the
Investment  Options You have selected under the asset  rebalancing  option.  The
minimum  period to  participate  in this program is 6 months.  The transfer date
will be the 15th of the month  unless  that day is not a Business  Day. If it is
not,  then the transfer will be made the next Business Day. The Fixed Account is
not part of asset rebalancing.
    
     If You  participate  in the asset  rebalancing  option,  the transfers made
under the program are not taken into account in determining any transfer fee.
Currently, there is no charge for participating in the Asset Rebalancing Option.
    
 
EXAMPLE:
 
     Assume that You want the  Accumulation  Value split between two  Investment
Options.  You want 40% to be in the Intermediate  Fixed Income Portfolio and 60%
to be in the Mid Cap  Equity  Portfolio.  Over  the next 2 1/2  months  the bond
market does very well while the stock market performs poorly.  At the end of the
first quarter,  the  Intermediate  Fixed Income  Portfolio now represents 50% of
Your holdings  because of its increase in value.  If You had chosen to have Your
holdings  rebalanced  quarterly,  on the first day of the next quarter, We would
sell some of Your units in the Intermediate  Fixed Income Portfolio to bring its
value  back to 40% and use the  money  to buy more  units in the Mid Cap  Equity
Portfolio to increase those holdings to 60%.
 
ASSET ALLOCATION OPTION
 
     We  recognize  the  value to  certain  Owners  of  having  available,  on a
continuous  basis,  advice for the allocation of Your money among the Investment
Options available under the Policy. Certain providers of these types of services
have  agreed  to  provide  such  services  to  Owners  in  accordance  with  Our
administrative rules regarding such programs.
 
     We have made no independent  investigation of these programs.  We have only
established that these programs are compatible with Our  administrative  systems
and rules.
 
     Even though We permit the use of approved asset  allocation  programs,  the
Policy was not designed for professional market timing  organizations.  Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
Investment Options,  and when We become aware of such disruptive  practices,  We
may modify the transfer provisions of the Policy.

    
     If You participate in an approved asset allocation  program,  the transfers
made under the program are not taken into  account in  determining  any transfer
fee.  Currently, BMA does not charge for participating in an Asset Allocation
Program.
    
 
SUBSTITUTION
 
     We may be required to  substitute  one of the  Investment  Options You have
selected with another  Investment Option. We would not do this without the prior
approval of the Securities and Exchange  Commission.  We will give You notice of
Our intent to do this.
 
4. EXPENSES
 
     There are charges and other expenses associated with the Policy that reduce
the return on Your investment in the Policy. The charges and expenses are:
 
PREMIUM CHARGE
 
     We deduct a Premium Charge from each Premium payment You make. We consider
a portion of the Premium  Charge a sales load. The sales load portion is 3.5% of
Premiums  paid  during  the first ten  Policy  Years and 2.0% of  Premiums  paid
thereafter.  The portion of the Surrender Charge that does not recover issue and
underwriting  expenses  is  assessed  as a sales  load but only if the Policy is
surrendered  during  the  first  ten  Policy  Years.  The  Premium  Charge is as
follows:
 
<TABLE>
<S>                                                     <C>
Policy Years 1-10:....................................  5.5% of all Premiums.
Policy Years 11 and thereafter:.......................  4.0% of all Premiums.
</TABLE>
 
     The  Premium  Charge is to cover some of Our costs  incurred in selling the
Policy and in issuing it, such as  commissions,  premium tax, DAC tax  (Deferred
Acquisition Costs) and administrative costs.

MONTHLY DEDUCTION
 
     The  initial  Monthly  Deduction  is made on the  Policy  Date but does not
include  a Risk  Charge.  On each  Monthly  Anniversary  Day We  make a  Monthly
Deduction from the Accumulation Value of Your Policy. The Monthly Deduction will
be taken on a pro-rata basis from the Investment  Options and the Fixed Account,
exclusive of the Loan Account. The Monthly Deduction equals:
 
        a. the Cost of Insurance for the Policy; plus
 
        b. the monthly rider charges, if any; plus
 
        c. the Risk Charge; plus
 
        d. the monthly Policy Charge
 
     COST OF  INSURANCE.  This  charge  compensates  Us for  insurance  coverage
provided for the month.  The cost of insurance  charge for a Policy month equals
the appropriate current cost of insurance rate per $1,000, including any special
Rate Classes,  times the net amount at risk. The net amount at risk is different
for the Level Death Benefit Option and the Adjustable Death Benefit Option. Part
II contains a more detailed description of the net amount at risk.
 
     The monthly cost of insurance  rate,  per $1,000 of net amount at risk,  is
based on:

     * the Specified Amount, 

     * issue age of the Primary Insured,

     * sex of the Primary Insured,

     * Rate Class of the Primary Insured and 

     * the Policy Year. 

The maximum  monthly cost of insurance  rate ranges from 0.08420 to 83.33333 per
$1,000. The table below shows the largest maximum monthly cost of insurance rate
for all of the ages in the range.  The  maximum  rate for most ages in the range
will be smaller.
 
               MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1,000
 
<TABLE>
<CAPTION>
                                          Male                     Female
                                ------------------------  ------------------------
Attained Age                    Non- Tobacco   Tobacco    Non- Tobacco   Tobacco
- - ------------------------------  ------------  ----------  ------------  ----------
<S>                             <C>           <C>         <C>           <C>
20-29.........................      0.14010      0.19437      0.10005      0.12341
30-39.........................      0.17850      0.30049      0.16097      0.22778
40-49.........................      0.37912      0.73630      0.32558      0.50808
50-59.........................      0.96089      1.79681      0.66576      0.99290
60-69.........................      2.65338      4.29327      1.63207      2.19463
70-80.........................      8.16248     10.74533      5.59571      6.58858
81-99.........................     83.33333     83.33333     83.33333     83.33333
</TABLE>
 


     Generally,  We use a cost of  insurance  rate that is less than the maximum
rate.  The table below  compares the maximum cost of insurance  rate to the rate
that is currently  being used (current  rate) during the first Policy Year.  The
rates  below are based on the  preferred  non-tobacco  Rate Class and a $150,000
Specified Amount.
 
                   MONTHLY COST OF INSURANCE RATE COMPARISON
 
<TABLE>
<CAPTION>
                                                                        COST OF INSURANCE RATE
                                                                        ----------------------
SEX                                                         ISSUE AGE    CURRENT     MAXIMUM
- - ---------------------------------------------------------     -----     ---------  -----------
<S>                                                        <C>          <C>        <C>
Male.....................................................          45     0.26313     0.27708
Female...................................................          50     0.31223     0.34983
Male.....................................................          55     0.47878     0.65401
</TABLE>
 
     We  will  determine  the  monthly  cost of  insurance  rates  based  on the
expectations as to future  experience.  We may charge less than the maximum cost
of insurance rates as shown in the Table of Cost of Insurance Rates contained in
Your Policy. Any change in the cost of insurance rates will apply to all Primary
Insureds of the same Age, sex, Rate Class and Policy Year. The cost of insurance
rates are greater for insureds in special Rate Classes.
 
     MONTHLY RIDER CHARGES.  We charge separately for any riders attached to the
Policy.  We  deduct  the cost of the  riders  for a Policy  Month as part of the
Monthly Deduction on each Monthly Anniversary Day.
 
     RISK  CHARGE.  We assess a Risk  Charge  which is  deducted  as part of the
Monthly Deduction. The Risk Charge is calculated as follows:
 
<TABLE>
<S>                                   <C>
Per Policy Month for Policy
  Years 1-10:.......................  .80%, on an annual basis, of the
                                      Accumulation Value in the Separate
                                      Account.
 
Per Policy Month for Policy
  Years 11 and later:...............  .40%, on an annual basis, of the
                                      Accumulation Value in the Separate
                                      Account.
</TABLE>
 
     The Risk Charge  compensates Us for some of the mortality  risks We assume,
and the  risk  that  We will  experience  costs  above  that  for  which  We are
compensated.  It also  compensates  Us for some of the  administrative  costs in
administering the Policy. We expect to profit from the charge.
 
     POLICY  CHARGE.  We assess a Policy  Charge which is deducted  each Monthly
Anniversary Day. The Policy Charge is:
 
<TABLE>
<S>                                   <C>
Per Policy Month for Policy
  Year 1:...........................  $25
 
Per Policy Month for Policy
  Years 2 and later:................  Currently, $5. This charge is not
                                      guaranteed and may be increased but
                                      it will not exceed $10.
</TABLE>
 
     The Policy Charge  compensates Us for some of the  administrative  costs of
the Policy and the Separate Account.
 
     WAIVER OF  MONTHLY  DEDUCTION.  You can  elect to have a Waiver of  Monthly
Deduction  Rider  added to Your  Policy.  This rider  provides  for all  Monthly
Deductions, excluding the Risk Charge, to be waived during the Primary Insured's
total  disability  beginning  before age 60 and continuing 6 months or more. Any
Monthly  Deductions,  excluding the Risk Charge,  made during the first 6 months
will  be  credited  back  to  the  Accumulation  Value  and  subsequent  Monthly
Deductions,  excluding the Risk Charge,  are waived as long as total  disability
continues.
 
     You should  consult  the rider for the terms and  conditions.  The rider is
available as an  alternative to the Waiver of Planned  Premiums.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.  The rider is not available if the Policy is issued with the
Guaranteed Minimum Death Benefit.
 
SURRENDER CHARGE
 
     If the Policy is surrendered  before the 10th Policy  Anniversary or within
10 years  following the effective  date of any increase in Specified  Amount,  a
Surrender  Charge may be deducted.  The amount of the Surrender  Charge  depends
upon:

     * Your Specified Amount, 

     * the year of surrender, 

     * issue Age of the Primary Insured, 

     * sex of the Primary Insured, and 

     * Rate Class of the Primary Insured. 

The Surrender  Charge specific to Your Policy is shown on Your Policy  Schedule.
The maximum  Surrender  Charge that will be assessed ranges from $5.40 to $44.56
per $1,000 of  Specified  Amount.  The table below  shows the maximum  Surrender
Charge per $1,000 for all of the ages in the range. The maximum Surrender Charge
for some ages in the range will be smaller.
 
                  MAXIMUM INITIAL SURRENDER CHARGES PER $1,000
 
<TABLE>
<CAPTION>
                                          Male                     Female
                                ------------------------  ------------------------
Issue Age                       Non- Tobacco   Tobacco    Non- Tobacco   Tobacco
- - ------------------------------  ------------  ----------  ------------  ----------
<S>                             <C>           <C>         <C>           <C>
20-29.........................   $  8.10      $  9.18      $  7.20      $  8.10
30-39.........................     12.43        14.78        10.92        12.43
40-49.........................     19.32        23.87        16.28        18.91
50-59.........................     29.52        35.07        23.52        28.11
60-69.........................     41.64        44.56        32.49        38.00
70-80.........................     49.94        42.29        35.97        39.41
</TABLE>

    
     The charge is not  affected by special  Rate Classes nor by the addition of
riders.  After the  fourth  Policy  Year,  or after  four  years  following  the
effective date of an increase, the Surrender Charge between Policy Years will be
pro-rated monthly (pursuant to a formula).  When there is a partial surrender of
Cash Surrender Value, a pro-rata portion of the Surrender Charge is assessed for
any amount that the Specified Amount is reduced.  The pro-rata  Surrender Charge
is calculated in the same manner as for a requested decrease.    
 
     The Surrender Charge and the pro-rata  Surrender Charge  compensates Us for
the costs  associated  with  selling  the Policy and for issue and  underwriting
expenses.
 
PARTIAL SURRENDER FEE
 
     When there is a partial  surrender of the Cash Surrender Value, in addition
to any Surrender Charge that may be assessed, We will charge a Partial Surrender
Fee of $25. This charge  compensates Us for administrative  expenses  associated
with a surrender.


     The  Surrender  Charge and  Partial  Surrender  Fee are  deducted  from the
unloaned Accumulation Value of the Policy. The Partial Surrender Fee is deducted
pro-rata from the Investment  Option(s)  and/or the Fixed Account from which the
withdrawal is made.
 
WAIVER OF SURRENDER CHARGES
 
     After the first Policy  Anniversary,  the Surrender Charge may be waived in
the following circumstances:
    
     FREE PARTIAL SURRENDER  AMOUNT.  Once each Policy Year, on a non-cumulative
basis,  You  may  make  a free  partial  surrender  up to  10%  of the  unloaned
Accumulation  Value without the  imposition of the Partial  Surrender Fee or the
Surrender  Charge.  If you  totally  surrender  the  Policy  later that Policy
Year for its Cash Surrender  Value,  then the  pro-rata  Surrender  Charges for 
each free  partial surrender will be assessed at the time of surrender.    
 
     CONFINEMENT. The Surrender Charge will not apply if:

     (1) You are confined in a long term care facility,  skilled or intermediate
nursing facility or hospital;

     (2) You have been so confined for at least 90 consecutive days;

     (3) a physician  certifies that confinement is required because of sickness
or injury; and

     (4) You were not so confined on the Policy Date.

     Proof of confinement will be required in a form satisfactory to Us.
 
     TOTAL DISABILITY. The Surrender Charge will not apply if:

     (1)  You are totally disabled;

     (2)  You have been so disabled for at least 90 days;

     (3)  a physician certifies that You are totally disabled; and

     (4)  You were not so disabled on the Policy Date.

     Proof of disability will be required in a form satisfactory to Us.
 
     INVOLUNTARY UNEMPLOYMENT. The Surrender Charge will not apply if:

     (1) You were employed on a "full time" basis (working at least 17 hours per
week) on the Policy Date;

     (2) Your employment was terminated by Your employer;

     (3) You remain unemployed for at least 90 days; and

     (4) You certify in writing at the time You make Your surrender request that
You are still unemployed.
 
     DIVORCE. The Surrender Charge will not apply if:

     (1) You were married on the Policy Date;

     (2) subsequent to the Policy Date a divorce proceeding is filed; and

     (3) You certify in writing at the time You make Your surrender request that
You are now divorced.</R.
 
     We will not assess  pro-rata  Surrender  Charges for earlier  free  partial
withdrawals if You make a total surrender due to confinement,  total disability,
involuntary unemployment or divorce.
 
     Not all options may be available in all states.
 
REDUCTION OR ELIMINATION OF THE SURRENDER CHARGE
 
     We may reduce or  eliminate  the amount of the  Surrender  Charge  when the
Policy is sold under circumstances which reduce its sales expense. Some examples
are: if there is a large group of individuals that will be purchasing the Policy
or a  prospective  purchaser  already  had a  relationship  with Us. We will not
deduct a  Surrender  Charge  under a Policy  issued to an  officer,  director or
employee of BMA or any of its affiliates.
 
TRANSFER FEE
 
     You can make 12 free transfers  every Policy Year. If You make more than 12
transfers  a year,  We will  deduct a  transfer  fee of $25.  If We do  assess a
transfer fee, it will be deducted from the amount transferred.
 
     If the  transfer is part of the Dollar  Cost  Averaging  Option,  the Asset
Rebalancing  Option or Asset Allocation Option, it will not count in determining
the transfer fee.
 
TAXES
   
     We do not currently assess any charge for income taxes which We incur as a
result of the operation of the Separate Account.  We reserve the right to 
assess a charge for such taxes against the Separate Account or your 
Accumulation Value if we determine that such taxes will be incurred.     
 
INVESTMENT OPTION EXPENSES
 
     There  are  deductions  from and  expenses  paid out of the  assets  of the
various   Investment   Options,   which  are  summarized  below.  See  the  fund
prospectuses for more information.

                           INVESTMENT OPTION EXPENSES
    
    (as a percentage of the average daily net assets of an Investment Option for
the most recent fiscal year, except as noted.)    
    
<TABLE>
<CAPTION>
                                                                                                       TOTAL ANNUAL
                                                                                      OTHER EXPENSES     PORTFOLIO
                                                                                          (AFTER      EXPENSES (AFTER
                                                                                      REIMBURSEMENT    REIMBURSEMENT
                                                             MANAGEMENT      12b-1     FOR CERTAIN      FOR CERTAIN
                                                                FEES         FEES      PORTFOLIOS)      PORTFOLIOS)
                                                            -------------  ---------  --------------  ---------------
<S>                                                         <C>            <C>        <C>             <C>
INVESTORS MARK SERIES FUND, INC.(1)
  Intermediate Fixed Income Portfolio.....................         .60%       --              .20%            .80%
  Mid Cap Equity Portfolio................................         .80%       --              .10%            .90%
  Money Market Portfolio..................................         .40%       --              .10%            .50%
  Global Fixed Income Portfolio...........................         .75%       --              .25%           1.00%
  Small Cap Equity Portfolio..............................         .95%       --              .10%           1.05%
  Large Cap Growth Portfolio..............................         .80%       --              .10%            .90%
  Large Cap Value Portfolio...............................         .80%       --              .10%            .90%
  Growth & Income Portfolio...............................         .80%       --              .10%            .90%
  Balanced Portfolio......................................         .80%       --              .10%            .90%
 
BERGER INSTITUTIONAL PRODUCTS TRUST(2)
  Berger IPT--100 Fund....................................         .00%       --             1.00%           1.00%
  Berger IPT--Growth and Income Fund......................         .00%       --             1.00%           1.00%
  Berger IPT--Small Company Growth Fund...................         .00%       --             1.15%           1.15%
  Berger/BIAM IPT--International Fund.....................         .00%       --             1.20%           1.20%
 
CONSECO SERIES TRUST(3)
  Balanced Portfolio(4)...................................         .75%       --              .00%            .75%
  Equity Portfolio(4).....................................         .80%       --              .00%            .80%
  Fixed Income Portfolio..................................         .70%       --              .00%            .70%
  Government Securities Portfolio.........................         .70%       --              .00%            .70%
 
THE ALGER AMERICAN FUND
  Alger American Growth Portfolio.........................         .75%       --              .04%            .79%
  Alger American Leveraged AllCap Portfolio(5)............         .85%       --              .11%            .96%
  Alger American MidCap Growth Portfolio..................         .80%       --              .04%            .84%
  Alger American Small Capitalization Portfolio...........         .85%       --              .04%            .89%
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
  VP International........................................        1.50%       --              .00%           1.50%
  VP Value................................................        1.00%       --              .00%           1.00%
  VP Income & Growth......................................         .70%       --              .00%            .70%
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.........         .75%       --              .05%            .80%
 
DREYFUS STOCK INDEX FUND..................................         .25%       --              .01%            .26%
 
DREYFUS VARIABLE INVESTMENT FUND
  Disciplined Stock Portfolio.............................         .75%       --              .13%            .88%
  International Value Portfolio...........................        1.00%       --              .29%           1.29%
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                                                                       TOTAL ANNUAL
                                                                                      OTHER EXPENSES     PORTFOLIO
                                                                                          (AFTER      EXPENSES (AFTER
                                                                                      REIMBURSEMENT    REIMBURSEMENT
                                                             MANAGEMENT      12b-1     FOR CERTAIN      FOR CERTAIN
                                                                FEES         FEES      PORTFOLIOS)      PORTFOLIOS)
                                                            -------------  ---------  --------------  ---------------
<S>                                                         <C>            <C>        <C>             <C>
FEDERATED INSURANCE SERIES
  Federated High Income Bond Fund II......................         .60%       --              .18%            .78%
  Federated International Equity Fund II(6)...............         .53%       --              .72%           1.25%
  Federated Utility Fund II(6)............................         .68%       --              .25%            .93%
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
  INVESCO VIF--High Yield Fund(7).........................         .60%       --              .47%           1.07%
  INVESCO VIF--Equity Income Fund(7)(8)...................         .75%       --              .18%            .93%
 
LAZARD RETIREMENT SERIES, INC.
  Lazard Retirement Equity Portfolio(9)...................         .75%         .25%          .25%           1.25%
  Lazard Retirement Small Cap Portfolio(9)................         .75%         .25%          .25%           1.25%
 
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST(10)
  Limited Maturity Bond Portfolio.........................         .65%       --              .11%            .76%
  Partners Portfolio......................................         .78%       --              .06%            .84%
 
STRONG OPPORTUNITY FUND II, INC.
  Opportunity Fund II.....................................        1.00%       --              .16%           1.16%
 
STRONG VARIABLE INSURANCE FUNDS, INC.
  Strong Mid Cap Growth Fund (11).........................        1.00%       --              .20%           1.20%
 
VAN ECK WORLDWIDE INSURANCE TRUST    
  Worldwide Bond Fund.....................................        1.00%       --              .15%           1.15%
  Worldwide Emerging Markets Fund(12).....................        1.00%       --              .50%           1.50%
  Worldwide Hard Assets Fund(12)..........................        1.00%       --              .16%           1.16%
  Worldwide Real Estate Fund(12)..........................         .89%       --              .00%            .89%
</TABLE>
    
- - ------------------------
    
     1. Investors Mark Advisors, LLC voluntarily agreed to reimburse expenses of
each Portfolio of Investors  Mark Series Fund,  Inc. for the year ended December
31, 1998 and will  continue  this  arrangement  until April 30, 2000 so that the
annual  expenses do not exceed the amounts set forth above under  "Total  Annual
Portfolio Expenses" for each Portfolio.  Absent such expense reimbursement,  the
Total Annual Portfolio Expenses for the year ended December 31, 1998 were: 2.89%
for the  Money  Market  Portfolio;  1.97%  for  the  Intermediate  Fixed  Income
Portfolio;  1.47% for the Global Fixed Income  Portfolio;  2.38% for the Mid Cap
Growth  Portfolio;  1.59% for the  Balanced  Portfolio;  1.75% for the  Growth &
Income Portfolio;  2.29% for the Small Cap Equity Portfolio; 1.66% for the Large
Cap Growth Portfolio; and 1.55% for the Large Cap Value Portfolio.


 
     2. The Funds'  investment  advisers have agreed to waive their advisory fee
and  reimburse  the Funds for  additional  expenses  to the extent  that  normal
operating expenses in any fiscal year, including the investment advisory fee but
excluding brokerage commissions,  interest, taxes and extraordinary expenses, of
each of the Berger  IPT--100  Fund and the Berger  IPT--Growth  and Income  Fund
exceed 1.00%, and the normal operating expenses in any fiscal year of the Berger
IPT-- Small Company Growth Fund exceed 1.15%, and the normal operating  expenses
of the Berger/BIAM IPT--International Fund exceed 1.20% of the respective Fund's
average daily net assets.  Absent the voluntary  waiver and  reimbursement,  the
Management Fee for the Berger IPT--100 Fund, Berger IPT--Growth and Income Fund,
the  Berger   IPT--Small   Company  Growth  Fund  and  the   Berger/BIAM   IPT--
International  Fund would have been .75%,  .75%,  .90%,  and .90%  respectively,
their  Other  Expenses  would  have  been:  2.13%,   1.24%,   1.29%  and  1.95%,
respectively,  and their Total Annual Portfolio  Expenses would have been 2.88%,
1.99%, 2.19% and 2.85%, respectively.
 
     3. The expense information in the table has been restated to reflect
current fees.  Pursuant to a contractual arrangement with the Trust, Conseco
Capital Management, Inc., the adviser, has agreed to waive fees and/or
reimburse portfolio expenses through 4/30/00, so that the annual operating 
expenses of each portfolio are limited to the Total Annual Expenses for each
respective portfolio, as set forth above.  This arrangement does not cover
interest, taxes, brokerage commissions, and extraordinary expenses.  The
total percentages in the above table are after reimbursement.  In the absence
of expense reimbursement, the total estimated fees and expenses for 1999 would
total: 0.97% for the Government Securities Portfolio; 0.89% for the Fixed 
Income Portfolio; 1.01% for the Balanced Portfolio and 0.95% for the Equity 
Portfolio.

 
     4. Conseco Capital Management, Inc.,  since January 1,  1993, has
waived its management fees in excess of the annual rates set forth
above. Absent such fee waivers, the management fees would be: .85% for the 
Balanced Portfolio; and .85% for the Equity Portfolio.
 
     5. The Alger American Leveraged AllCap Portfolio's "Other Expenses" include
 .03% of interest expense.
 
     6. In the  absence  of a  voluntary  management  fee  waiver  by  Federated
Investment Management Company, the Funds' investment adviser, the Management Fee
and  Total  Annual   Portfolio   Expenses  would  have  been  0.75%  and  1.00%,
respectively,  for Utility Fund II. Absent a voluntary  waiver of the management
fee and the  voluntary  reimbursement  of certain  other  operating  expenses by
Federated Investment  Management Company, the Management Fee, Other Expenses and
Total Annual Portfolio Expenses for International Equity Fund II would have been
1.00%, .72% and 1.72%, respectively.

     7. The Fund's actual Total Annual Fund  Operating  Expenses were lower than
the figures shown because its transfer agent and/or  custodian fees were reduced
under expense offset  arrangements.  Because of an SEC requirement,  the figures
shown do not reflect these reductions.

     8. Certain expenses of the Fund are being absorbed voluntarily by INVESCO
Funds Group, Inc. pursuant to a commitment to the Fund.   In the absence of
such absorption, Other Expenses and Total Annual Fund Operating Expenses for 
the year ended December 31, 1998 were .42% and 1.17%, respectively.  This
commitment may be changed at any time following consultation with the board of
directors.



 
     9. Lazard Asset Management, Inc., the fund's investment adviser, has 
voluntarily agreed to reimburse all expenses through December 31, 1999
to the extent total annual portfolio expenses exceed in any fiscal year
1.25% of the Portfolio's average daily net assets.  Total annual portfolio 
expenses prior to waivers and/or reimbursements by the Investment Manager 
totaled 16.20% for the Lazard Retirement Small Cap Portfolio and 21.32% for 
the Lazard Retirement Equity Portfolio at December 31, 1998.
 
     10. Neuberger Berman Advisers  Management Trust is divided into portfolios
(Portfolios),  each of  which  invests  all of its net  investable  assets  in a
corresponding  series of Advisers  Managers  Trust.  The figures  reported under
"Management  Fees"  include  the  total of the  administration  fees paid by the
Portfolio and the management fees paid by its corresponding  series.  Similarly,
"Other  Expenses"   includes  all  other  expenses  of  the  Portfolio  and  its
corresponding series.
 
     11. Strong Capital  Management,  Inc., the investment adviser of the Strong
Mid Cap Growth  Fund II,  has  voluntarily  agreed  to cap the  Fund's  total  
operating expenses at 1.20%.  The Adviser has no current  intention  to, but may
in the future,  discontinue  or modify any waiver of fees or  absorption of 
expenses at its discretion with  appropriate  notification to its  shareholders.
Absent the expense  reimbursement (cap) arrangement, Other Expenses would have 
been .55% and Total Annual Portfolio Expenses would have been 1.55%.
 
     12.  Van Eck  Associates  Corporation  (the  "Adviser")  agreed  to  assume
expenses  exceeding 1.50% of the Worldwide Emerging Markets Fund's average daily
net assets.  Absent this expense  reimbursement,  Other Expenses would have been
0.61% and Total  Portfolio  Expenses  would have been 1.61%.  The Worldwide Hard
Assets  Fund's Other  Expenses were reduced by a fee  arrangement  based on cash
balances left on deposit with the custodian and a directed brokerage arrangement
where the Fund directs certain  portfolio trades to a broker that, in turn, pays
a portion of the Fund's expenses. Absent these arrangements,  the Other Expenses
would have been 0.20% and Total  Portfolio  Expenses would have been 1.20%.  For
the Worldwide Real Estate Fund the Adviser  agreed to waive its management  fees
and assume certain expenses for the period January 1, 1998 to February 28, 1998.
The Adviser also agreed to assume expenses exceeding 1.00% of the Worldwide Real
Estate Fund's  average daily net assets for the period March 1, 1998 to December
31, 1998.  The  Worldwide  Real Estate Fund  expenses were also reduced by a fee
arrangement  based on cash  balances  left on deposit with the  custodian  and a
directed  brokerage  arrangement where the Fund directs certain portfolio trades
to a broker that, in turn, pays a portion of the Fund's  expenses.  Absent these
arrangements,  the Other  Expenses for the Worldwide Real Estate Fund would have
been 4.32% and Total Portfolio Expenses would have been 5.32%.
     
5. DEATH BENEFIT
 
     The primary purpose of the Policy is to provide Death Benefit protection on
the life of the Primary  Insured.  While the Policy is in force,  if the Primary
Insured dies, the  Beneficiary(ies)  will receive the Death Proceeds.  The Death
Proceeds equal the Death Benefit under the Policy less any Indebtedness.
 
     The amount of the Death Benefit depends upon:

       * the Specified Amount,

     * Your  Policy's  Accumulation  Value on the date of the Primary  Insured's
death, and

       * the Death Benefit Option in effect at the time of death.

     The Policy provides two Death Benefit options:

       * a Level Death Benefit, and

       * an Adjustable Death Benefit.

     So long as the Policy  remains in force,  the Death  Benefit  under  either
option will never be less than the Specified Amount.
 
     LEVEL DEATH BENEFIT OPTION. The amount of the Death Benefit under the Level
Death Benefit Option is the greater of:
 
    1.  the Specified Amount on the date of death; or
 
    2.  the Accumulation Value on the date of death multiplied by the applicable
       factor from the Table of Minimum Death Benefit Corridor Percentages shown
       below.
 
     ADJUSTABLE DEATH BENEFIT OPTION.  The amount of the Death Benefit under the
Adjustable Death Benefit Option is the greater of:
 
     1.   the Specified Amount on the date of death plus the Accumulation  Value
          on the date of death; or
 
     2.   the  Accumulation  Value  on  the  date  of  death  multiplied  by the
          applicable  factor from the Table of Minimum  Death  Benefit  Corridor
          Percentages shown below.
 
     The applicable percentage is a percentage that is based on the attained Age
of the Primary  Insured at the  beginning of the Policy Year and is equal to the
following:
 
<TABLE>
<CAPTION>
ATTAINED    CORRIDOR     ATTAINED     CORRIDOR
   AGE     PERCENTAGE       AGE      PERCENTAGE
- - ---------  -----------  -----------  -----------
<S>        <C>          <C>          <C>
  0-40        250%          60          130%
   41         243%          61          128%
   42         236%          62          126%
   43         229%          63          124%
   44         222%          64          122%
   45         215%          65          120%
   46         209%          66          119%
   47         203%          67          118%
   48         197%          68          117%
   49         191%          69          116%
   50         185%          70          115%
   51         178%          71          113%
   52         171%          72          111%
   53         164%          73          109%
   54         157%          74          107%
   55         150%         75-90        105%
   56         146%          91          104%
   57         142%          92          103%
   58         138%          93          102%
   59         134%          94          101%
                          95-100        100%
</TABLE>
 
CHANGE IN DEATH BENEFIT OPTION
 
     You may change the Death Benefit  option after the Policy has been in force
for at least one year, subject to the following:
 
     1.   You must submit an Authorized Request;
 
     2.   once the Death Benefit  option has been changed,  it cannot be changed
          again for one year from the date of the change;

     3.   if the Level Death Benefit  Option is to be changed to the  Adjustable
          Death Benefit  Option,  You must submit proof  satisfactory to Us that
          the Primary Insured is still insurable;
 
     4.   if the Level Death Benefit Option is changed to the  Adjustable  Death
          Benefit Option the resulting  Specified  Amount can never be less than
          50% of the Minimum  Specified  Amount.  The  Specified  Amount will be
          reduced to equal the Specified Amount less the  Accumulation  Value on
          the date of change.  This  decrease will not result in any decrease in
          Premiums or Surrender Charges; and
 
     5.   if the  Adjustable  Death Benefit Option is changed to the Level Death
          Benefit  Option,  the Specified  Amount will be increased by an amount
          equal  to the  Accumulation  Value  on the  date of the  change.  This
          increase  will not result in any  increase in  Premiums  or  Surrender
          Charges.
 
     Any  change  in a Death  Benefit  option  will take  effect on the  Monthly
Anniversary Date on or following the date We approve the request for the change.
 
CHANGE IN SPECIFIED AMOUNT
 
     You may change the Specified  Amount of the Policy effective on any Monthly
Anniversary Day after the Policy has been in force at least one year, subject to
the  following  requirements.  Once the Specified  Amount has been  changed,  it
cannot be changed again for one year from the date of a change.
 
    SPECIFIED AMOUNT INCREASE.  To increase the Specified Amount You must:
 
     1.   submit an application for the increase;
 
     2.   submit  proof  satisfactory  to Us  that  the  Primary  Insured  is an
          insurable risk; and
 
     3.   pay any additional Premium which is required.
 
     The  Specified  Amount can only be  increased  before the  Primary  Insured
reaches  Age 80. A  Specified  Amount  increase  will take effect on the Monthly
Anniversary  Day on or  following  the day We approve  the  application  for the
increase.  The  Specified  Amount  increase must be for at least  $10,000.  Each
increase  will have its own  Surrender  Charge  schedule  based on the increased
issue Age,  sex and Rate  Class.  The Rate Class that  applies to any  Specified
Amount increase may be different from the Rate Class that applies to the Initial
Specified Amount. Each increase will have its own cost of insurance rate.
 
     The  following  changes  will be made to reflect the  increase in Specified
Amount:
 
     1.   the No-Lapse Monthly Minimum Premium will be increased;
 
     2.   an additional  Surrender  Charge for the increase in Specified  Amount
          will apply.
 
     We will furnish You with documentation showing You any change in Rate Class
for the Specified Amount increase, the amount of the increase and the additional
Surrender Charges.
 
     SPECIFIED  AMOUNT  DECREASE.  You must  request by  Authorized  Request any
decrease in the Specified Amount. The decrease will take effect on the later of:
 
     1.   the Monthly  Anniversary  Day on or following  the day We receive Your
          request for the decrease; or
 
     2.   the  Monthly  Anniversary  Day one  year  after  the  last  change  in
          Specified Amount was made.
 
     A Specified  Amount decrease will be used to reduce any previous  increases
to the  Specified  Amount  which are then in  effect  starting  with the  latest
increase and  continuing in the reverse order in which the increases  were made.
If any portion of the decrease is left over after all Specified Amount increases
have been  reduced  to zero,  it will be used to reduce  the  Initial  Specified
Amount.  We will not permit a Specified  Amount  decrease  that would reduce the
Specified Amount below the Minimum  Specified Amount.  The applicable  Surrender
Charge for the amount of decrease will be deducted from the Accumulation Value.
 
     The  No-Lapse  Monthly  Minimum  Premium  will be reduced  to  reflect  the
Specified Amount decrease.
 
GUARANTEED MINIMUM DEATH BENEFIT
 
     You can elect to have a Guaranteed  Minimum  Death  Benefit  Rider added to
Your Policy. This rider guarantees that the Death Benefit under Your Policy will
never be less than the  Specified  Amount  during the  Guaranteed  Minimum Death
Benefit (GMDB) period provided that the GMDB payment requirement has been met.
 
     The GMDB Period is  determined  for each issue Age in  accordance  with the
following:
 
<TABLE>
<CAPTION>
ISSUE AGE                                                     GMDB PERIOD
- - -----------------------------------------------------------  -------------
<S>                                                          <C>
20-35......................................................    25 years
36-50......................................................    to age 60
51-55......................................................    10 years
56-59......................................................    to age 65
</TABLE>
 
     There is no  separate  charge  for this rider but in order to have the GMDB
provided by the rider You must pay a certain  level of Premiums each month which
is  greater  than  the  No-Lapse  Monthly  Minimum  Premium.  The  GMDB  payment
requirement is that the sum of all premiums paid less any partial surrenders and
less any  Indebtedness  are at  least  as  large as the sum of the GMDB  monthly
Premiums since the Policy Date. The payment  requirement for the GMDB rider must
be met on each Monthly  Anniversary  Day even though  Premiums do not need to be
paid monthly.  The GMDB Monthly  Premium is determined by the Primary  Insured's
issue Age, sex and Rate Class and includes all rider costs.  Ask Your registered
representative for the particulars to Your own situation.
 
ACCELERATED DEATH BENEFIT
 
     If the Primary  Insured is  terminally  ill,  under the  Accelerated  Death
Benefit rider, We will pre-pay a portion of the Death Benefit.  You may elect to
have an  Accelerated  Death  Benefit.  You can only elect this benefit one time,
regardless of the amount You selected. No premium is charged for this rider.
 
     You can choose an amount between 10% and 50% of the Specified  Amount.  The
maximum  benefit  amount is the  greater of  $250,000  and 10% of the  Specified
Amount.  The remaining  amount of the Specified Amount in Your Policy must be at
least equal to 50% of the Minimum Specified Amount.
 
     Benefits as  specified  under the Policy will be reduced upon receipt of an
Accelerated  Death Benefit amount.  If you receive an Accelerated  Death Benefit
amount,  it may be taxable.  You should  contact Your  personal tax or financial
adviser for specific information.
 
     After an Accelerated  Death Benefit payment is made, the Policy will remain
in force and reduced Premiums will be payable.  The Policy's  Specified  Amount,
Accumulation Value and Surrender Charge will be reduced by the percentage of the
requested  portion  of the  available  amount as  specified  in the  rider.  Any
outstanding  Loan will be reduced  by the  portion of the Loan and repaid by the
same percentage as the Accelerated Death Benefit  percentage as described in the
rider.
 
     The receipt of an Accelerated Death Benefit amount may adversely affect the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.
 
     The  amount  available  will  be  reduced  by an  interest  charge  and any
repayment of  Indebtedness.  The interest  charge is based on the same  interest
charge that is used to determine loans.

6. TAXES
 
     NOTE: BMA has prepared the following information on federal income taxes as
a general  discussion  of the  subject.  It is not intended as tax advice to any
person.  You should  consult your own tax adviser about your own  circumstances.
BMA has included an additional discussion regarding taxes in Part II.
 
LIFE INSURANCE IN GENERAL
 
     Life  insurance,  such as this Policy,  is a means of  providing  for death
protection  and setting aside money for future needs.  Congress  recognized  the
importance of such planning and provided  special rules in the Internal  Revenue
Code (Code) for life insurance.
    
     Simply  stated,  these  rules  provide  that  You  will not be taxed on the
earnings  on the money  held in Your life  insurance  policy  until You take the
money out.  Beneficiaries  generally  are not taxed when they  receive the Death
Proceeds upon the death of the Primary Insured. Estate taxes may apply.    
 
TAKING MONEY OUT OF YOUR POLICY
 
     You,  as the  Owner,  will not be taxed on  increases  in the value of Your
Policy until a  distribution  occurs either as a surrender or as a loan. If Your
Policy is a Modified  Endowment Contract (MEC) any loans or withdrawals from the
Policy  will be  treated  as first  coming  from  earnings  and then  from  Your
investment in the Policy.  Consequently,  these earnings are included in taxable
income.
 
     The Internal Revenue Code also provides that any amount received from a MEC
which is included in income may be subject to a 10%  penalty.  The penalty  will
not apply if the income received is:

     (1)  paid on or after the taxpayer reaches age 59 1/2;

     (2)  paid if the taxpayer becomes totally disabled (as that term is defined
          in the Code); or

     (3)  in a series of  substantially  equal  payments  made annually (or more
          frequently) for the life or life expectancy of the taxpayer.
   
     If Your  Policy is not a MEC,  any  surrender  proceeds  will be treated as
first a recovery of the  investment in the Policy and to that extent will not be
included in taxable income. Furthermore any loan will be treated as indebtedness
under the Policy and not as a taxable distribution.  See "Federal Tax Status" in
Part II for more details.    
 
DIVERSIFICATION
 
     The Code  provides  that the  underlying  investments  for a variable  life
policy must satisfy certain diversification  requirements in order to be treated
as a life insurance  contract.  We believe that the Investment Options are being
managed so as to comply with such requirements.
 
     Under current Federal tax law, it is unclear as to the circumstances  under
which You,  because of the degree of control You  exercise  over the  underlying
investments,  and not Us would be  considered  the  Owner of the  shares  of the
Investment Options. If You are considered the Owner of the investments,  it will
result in the loss of the favorable tax treatment for the Policy.  It is unknown
to what  extent  Owners are  permitted  to select  Investment  Options,  to make
transfers  among the  Investment  Options or the  number and type of  Investment
Options Owners may select from. If guidance from the Internal Revenue Service is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that You, as the
Owner of the Policy,  could be treated as the Owner of the  Investment  Options.
Due to the uncertainty in this area, BMA reserves the right to modify the Policy
in an attempt to maintain favorable tax treatment.
 
7. ACCESS TO YOUR MONEY
 
LOANS
 
     We will  loan You  money  while  the  Policy is in force and not in a Grace
Period.  The Policy will be the sole  security  for the loan.  We will advance a
loan  amount  not to exceed the loan  value.  The loan must be secured by proper
assignment of the Policy.  We may defer granting loans but not for more than six
months.
 
     The Accumulation Value securing the loan is transferred to the Loan Account
on a pro-rata basis. The amount  transferred from each Investment Option and the
Fixed Account will equal the ratio of the value each bears to the total unloaned
Accumulation  Value.  If You desire  other than the above,  You may  specify the
specific Investment Option from which the transfer is to be made.
 
     Any Indebtedness will be deducted from any amount payable under the Policy.
 
     No new loan may be taken which,  in  combination  with  existing  loans and
accrued interest, is greater than the Loan Value.
    
     EFFECT OF A LOAN.  A Policy  loan will result in  Accumulation  Value being
transferred  from  the  Investment  Options  or the  Fixed  Account  to the Loan
Account. A Policy Loan,  whether or not unpaid,  will have a permanent effect on
the death  benefits  and Policy  values,  because  the amount of the Policy Loan
transferred to the Loan Account will not share in the investment  results of the
Investment  Options  while the Policy Loan is  outstanding.  If the Loan Account
earnings rate is less than the investment performance of the selected Investment
Options and/or the Fixed Account,  the values and benefits under the Policy will
be reduced (and the Policy may even terminate) as a result of the  Policy  Loan.
Furthermore,  if not  repaid,  the Policy  Loan will  reduce the amount of Death
Benefit and Cash Surrender Value.    
 
     LOAN VALUE. The loan value is equal to 90% of the Accumulation  Value as of
the date the  Authorized  Request  for the loan is  received  at the BMA Service
Center less:

     (a) an amount equal to the  Surrender  Charge,  if any, that applies if the
Policy is surrendered in full;

     (b) any existing Indebtedness;

     (c)  interest  on  all  Indebtedness  on the  Policy  to  the  next  Policy
Anniversary; and

     (d) prior to the ninth Policy Month,  an amount equal to the balance of the
Monthly  Deductions  for the first Policy Year;  or on or after the ninth Policy
Month, an amount equal to the sum of the next three Monthly Deductions.

 
     LOAN  INTEREST  (CHARGED).  You must pay  interest  in advance on the first
interest  payment due date and on each Policy  Anniversary  that  follows at the
loan  interest  rate which is shown on Your Policy  Schedule.  The interest rate
applies to the unpaid balance of the loan. The first interest  payment is due on
the date of the loan.
 
     If you do not pay loan interest,  we will transfer the  difference  between
the value of the Loan Account and the Indebtedness  from the Investment  Options
and the Fixed Account on a pro-rata basis to the Loan Account.
 
     INTEREST  CREDITED.  The  Accumulation  Value in the Loan Account will earn
interest  at a rate not less  than  4%.  For  Policy  Years  11 and  after,  the
Accumulation  Value in the Loan Account will earn  interest at the Loan Interest
Rate.
 
     LOAN  REPAYMENT.  You may repay  loans at any time  while the  Policy is in
force.  There is no minimum loan repayment  amount.  The amount  equivalent to a
loan  repayment  will be deducted  from the Loan  Account and  allocated  to the
originating  Investment  Options and the Fixed Account in the same percentage as
was used for the transfers to the Loan Account.
 
     AMOUNTS  RECEIVED BY US WILL BE APPLIED AS PREMIUMS UNLESS WE ARE OTHERWISE
INSTRUCTED TO APPLY SUCH AMOUNTS AS REPAYMENT OF THE LOAN.
    
     TERMINATION  FOR  MAXIMUM  INDEBTEDNESS.  The Policy  will  terminate  when
Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge,
if any, that applies if the Policy is surrendered in full.  Termination  will be
effective  61 days after We send  notice of the  termination  to Your last known
address and the last known address of any assignee of record.  A termination  of
the Policy with a loan outstanding may have Federal income tax  consequences.  
(See Part II--Federal Tax Status--Tax Treatment of Loans and Surrenders).    
 
SURRENDERS
 
     TOTAL SURRENDER.  You may terminate the Policy at any time by submitting an
Authorized  Request to the BMA Service  Center.  We will pay the Cash  Surrender
Value to You as of the Business Day the  Authorized  Request is received in good
order and Our liability  under the Policy will cease.  We may assess a Surrender
Charge.
 
     PARTIAL SURRENDER. After the first Policy Year, You may surrender a part of
the Cash Surrender Value by submitting an Authorized  Request to the BMA Service
Center. All partial surrenders are subject to the following:

 
     1.   A partial surrender must be for at least $250.
 
     2.   Unless You specify  otherwise,  the partial surrender will be deducted
          on a pro-rata basis from the Fixed Account and the Investment Options.
          The  Surrender  Charge  and the  Partial  Surrender  Charge  are  also
          deducted from the  Accumulation  Value. You may specify if a different
          allocation  method is to be used.  However the  proportion to be taken
          from the Fixed  Account may never be greater than the Fixed  Account's
          proportion of the total unloaned Accumulation Value.
 
     3.   You cannot replace the surrendered Cash Surrender Value. Unlike a loan
          repayment,  all  additional  deposits will be  considered  Premium and
          subject to the premium charge.

     4.   Upon a partial  surrender,  the Specified Amount may be reduced if the
          Level Death Benefit Option is in effect. The Specified Amount will not
          be reduced if the Adjustable  Death Benefit  Option is in effect.  The
          Specified  Amount  will  be  reduced  by the  amount  of  the  partial
          surrender if the Policy is not in  corridor.  (A Policy is in corridor
          if the Accumulation Value exceeds certain specified percentages as set
          forth in the Internal Revenue Code.)
 
     5.   You can make a partial  surrender  twice each Policy Year. The partial
          surrender  will  be  limited  to such  amounts  so  that  the  partial
          surrender  will not  reduce the  Specified  Amount  below the  Minimum
          Specified  Amount,  or reduce the remaining Cash Surrender Value below
          $500.
 
     6.   We may  assess a  pro-rata  portion  of the  Surrender  Charge for any
          amount by which the Specified Amount is reduced.  We may also assess a
          Partial Surrender Fee.
 
8. OTHER INFORMATION
 
BMA
    
     Business Men's Assurance  Company of America ("BMA" or the "Company"),  BMA
Tower,  700 Karnes Blvd.,  Kansas City,  Missouri 64108 was incorporated on
July 1, 1909 under the laws of the state of  Missouri.  BMA is licensed 
to do business in the District of Columbia,  Puerto Rico and all states except 
New York.  BMA operates as a reinsurer  in the state of New York.  BMA is a 
wholly owned  subsidiary  of Assicurazioni  Generali S.p.A.,  which is the 
largest insurance  organization in Italy.    
 
YEAR 2000
 
     Some of BMA'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.
 
     BMA has developed a plan to modify its  information  technology to be ready
for the year 2000.  BMA has corrected its mission critical data processing 
systems so they correctly handle year 2000 and subsequent dates.  BMA currently
expects the portion of this project dealing with non-mission critical systems
to be complete by September 30, 1999.  Based on this plan, BMA does not believe 
that the costs to complete  such system  modifications  or replacement will be 
material to BMA.
 
THE SEPARATE ACCOUNT
 
     We have  established  a  separate  account,  BMA  Variable  Life  Account A
(Separate Account), to hold the assets that underlie the Policies.
 
     The assets of the Separate  Account are being held in Our name on behalf of
the  Separate  Account  and legally  belong to Us.  However,  those  assets that
underlie the Policies,  are not chargeable with  liabilities  arising out of any
other business We may conduct.  All the income,  gains and losses  (realized and
unrealized)  resulting from those assets are credited to or charged  against the
Policies and not against any other Policies We may issue.
 
DISTRIBUTORS
 
     Jones & Babson, Inc., 700 Karnes Boulevard, Kansas City, Missouri 64108 and
Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street,  Carmel, Indiana 46032
act as the  co-distributors  of the Policies.  Jones & Babson,  Inc. and Conseco
Equity Sales,  Inc. will each distribute the Policy in different markets through
their own  distribution  systems.  Jones & Babson,  Inc. was organized under the
laws of the state of Missouri on February 23, 1959.  Conseco Equity Sales,  Inc.
was  organized  under the laws of the state of Texas on July 12,  1965.  Jones &
Babson,  Inc., and Conseco  Equity Sales,  Inc. are both members of the National
Association of Securities  Dealers,  Inc. Jones & Babson, Inc. is a wholly owned
subsidiary of BMA. Conseco Equity Sales, Inc. is not affiliated with BMA.
 
     The Policy will be sold by  individuals  who, in addition to being licensed
as life  insurance  agents for BMA, are also National  Association of Securities
Dealers   (NASD)   registered   representatives.   These  persons  will  receive
compensation for this sale.
 
     BMA has  entered  into a  reinsurance  arrangement  with  Conseco  Variable
Insurance Company ("Conseco  Variable") whereby Conseco Variable will reinsure a
portion of the risks associated with the Policy.  Conseco Equity Sales,  Inc. is
an affiliate of Conseco Variable.
 
ADMINISTRATION
 
     We have hired  NAVISYS  (formerly  GENELCO,  Incorporated),  9735  Landmark
Parkway Drive, St. Louis,  Missouri to perform certain  administrative  services
regarding the Policies.  The  administrative  services  include  issuance of the
Policy and maintenance of Policy records. Claims are handled jointly between BMA
and NAVISYS.
 
SUSPENSION OF PAYMENTS OR TRANSFERS
 
     We may be  required  to suspend  or  postpone  any  payments  or  transfers
involving an Investment Option for any period when:
 
     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);
 
     2.   trading on the New York Stock Exchange is restricted;
 
     3.   an  emergency  exists as a result of which  disposal  of shares of the
          Investment  Options  is  not  reasonably  practicable  or  BMA  cannot
          reasonably value the shares of the Investment Options;
 
     4.   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of owners.
 
     We may defer the portion of any transfer,  amount payable or surrender,  or
Policy Loan from the Fixed Account for not more than six months.

OWNERSHIP
 
     OWNER.  You, as the Owner of the Policy,  have all of the rights  under the
Policy. If You die while the Policy is still in force and the Primary Insured is
living,  ownership  passes to a  successor  Owner or if none,  then Your  estate
becomes the Owner.
 
     JOINT OWNER. The Policy can be owned by Joint Owners. Authorization of both
Joint Owners is required for all Policy changes except for telephone transfers.
 
     BENEFICIARY. The Beneficiary is the person(s) or entity You name to receive
any Death  Proceeds.  The  Beneficiary is named at the time the Policy is issued
unless  changed at a later  date.  Unless an  irrevocable  Beneficiary  has been
named,  You can change the  Beneficiary  at any time before the insured dies. If
there  is  an  irrevocable  Beneficiary,   all  Policy  changes  except  Premium
allocations and transfers require the consent of the Beneficiary.
 
     ASSIGNMENT. You can assign the Policy.
 
                                    PART II
 
                    EXECUTIVE OFFICERS AND DIRECTORS OF BMA
 
     As of May 1, 1999 the directors and executive  officers of BMA and their 
business experience for the past five years are as follows:
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- - ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Giorgio Balzer                           Director, Chairman of the Board and Chief Executive Officer of BMA; U.S.
                                         Representative--Generali--US Branch.
 
Robert Thomas Rakich                     Director, President and Chief Operating Officer of BMA from 1995 to
                                         present; President and Chief Executive Officer, Laurentian Capital
                                         Corp., 1988 to October, 1995.
 
Dennis Keith Cisler                      Senior Vice President--Information Systems of BMA from 1991--present.
 
David Lee Higley                         Senior Vice President and Chief Financial Officer of BMA from
                                         1989--present.
 
Stephen Stanley Soden                    Senior Vice President--Financial Group from 1994 to present; President &
                                         Executive Vice President from 1985 to 1996, BMA Financial Services, Inc.
 
Michael Kent Deardorff                   Senior Vice President--Marketing BMA Financial Group from 1996-- present; Vice
                                         President Annuity from 1994 to 1996; Vice President--Advance Markets
                                         from 1990 to 1994.
 
James Evan Kilmer                        Vice President of BMA--Taxes.
 
Edward Scott Ritter                      Senior Vice President--Insurance Services, Corporate Development & Communications
                                         of BMA from 1998 to present; Vice President from 1990 to 1998.
 
David Allen Gates                        Vice President and General Counsel of BMA from 1998 to present;
                                         Regulatory Affairs Vice President from 1991 to 1998.
 
Martin Jefferson Fuller                  Senior Vice President--Workplace Benefits of BMA from 1996 to
                                         present; Vice President--Sales Employee Benefits Division from 1993 to
                                         1996.
</TABLE>
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- - ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Robert Noel Sawyer                       Director since 1997, Senior Vice President and Chief Investment Officer
                                         of BMA from 1990 to present.
 
Vernon Wirt Voorhees II                  Director since 1995, Senior Vice President--Corporate Services and
                                         Secretary of BMA 1990 to present; Senior Vice President-- Finance
                                         1983-1990.
 
Margaret Mary Heidkamp                   Vice President--Operations, Variable and Asset Accumulation Products of BMA
                                         from 1998 to present; Vice President, Management Services from 1986 to
                                         1998.
 
Jay Brian Kinnamon                       Vice President and Corporate Actuary of BMA from 1991 to present.
 
Susan Annette Sweeney                    Vice President--Treasurer & Controller of BMA from 1995 to present;
                                         Chief Financial Officer--Dean Machinery 1995; Manager of
                                         Finance--Jackson County, Missouri from 1991 to 1995.
 
Gerald Wayne Selig                       Vice President and Actuary--Accumulation Products of BMA from 1998 to
                                         present; Actuary--Accumulation Products from 1996 to 1998;
                                         Actuary--Qualified Plan Services from 1989 to 1996.
 
Thomas Morton Bloch                      Director of BMA since 1993; Teacher, St. Francis Xavier School from
                                         August 1995 to present; President and Chief Executive Officer--H & R
                                         Block, Inc. until 1995.
 
Gianguido Castagno                       Director of BMA since 1990; Vice President--Head of Valuations
                                         Department--Assicurazioni Generali, S.p.A., Trieste, Italy; Vice
                                         President--Head of Corporate Operations Control Department to December
                                         1997--Assicurazioni Generali.
 
William Thomas Grant II                  Director of BMA since 1990; President and Chief Executive Officer,
                                         Chairman of the Board--LabOne, from 1997 to present; Chairman and Chief
                                         Executive Officer Seafield Capital Corporation from 1993 to 1997.
 
Donald Joyce Hall, Jr.                   Director of BMA since 1990; Hallmark Vice President-- Creative--Hallmark
                                         Cards, Inc.; Hallmark Vice President-- Product Development--Hallmark;
                                         Hallmark Vice President-- Creative--Hallmark; General
                                         Manager--Keepsakes--Hallmark; Executive Assistant to Executive Vice
                                         President--Hallmark; Director, Specialty Store Development--Hallmark.
 
Allan Drue Jennings                      Director of BMA since 1990; Chairman of the Board, President and Chief
                                         Executive Officer--Kansas City Power & Light Company.
 
David Woods Kemper                       Director of BMA since 1991; Chairman of the Board, President and Chief
                                         Executive Officer--Commerce Bancshares, Inc.
 
Giorgio Liveris                          Director of BMA since 1992; Head of Life Branch-- Assicurazioni
                                         Generali, S.p.A., Trieste, Italy.
 
John Kessander Lundberg                  Director of BMA since 1990; Retired.
</TABLE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- - ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
John Pierre Mascotte                     Director of BMA since 1990; President and Chief Executive Officer--Blue
                                         Cross Blue Shield of Kansas City, Chairman-- Johnson & Higgins of
                                         Missouri, Inc.; Chairman and Chief Executive Officer--The Continental
                                         Corporation.
 
Giovanni Perissinotto                    Director of BMA since 1990; Manager of the Accounting and Investment
                                         Department--Assicurazioni Generali, S.p.A., Trieste, Italy; General
                                         Manager--Assicurazioni Generali--1997; Deputy General Manager,
                                         Assicurazioni Generali--1996; Manager of the Accounting and Investment
                                         Department--Assicurazioni Generali--1995; Joint Manager of the
                                         Accounting and Investment Department--Assicurazioni Generali--1993.
</TABLE>
 
- - ------------------------
 
* Principal business address is BMA Tower, 700 Karnes Blvd., Kansas City,
Missouri 64108-3306.
 
                 OFFICERS AND DIRECTORS OF JONES & BABSON, INC.
 
     As of May 1,  1999,  the  following  are the officers and directors of
Jones & Babson, Inc. and their position with Jones & Babson, Inc.
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS *                                          POSITION WITH JONES & BABSON, INC.
- - ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Larry D. Armel                           President, Director and Chief Executive Officer
 
P. Bradley Adams                         Vice President, Chief Financial Officer and Treasurer
 
William G. Cooke                         Chief Compliance Officer
 
Martin A. Cramer                         Legal and Regulatory Affairs-Vice President and Secretary
 
Constance B. Martin                      Assistant Vice President
 
Stephen S. Soden                         Chairman of the Board and Director
 
Giorgio Balzer                           Director
 
Robert T. Rakich                         Director
 
Edward S. Ritter                         Director
 
Robert N. Sawyer                         Director
 
Vernon W. Voorhees II                    Director
</TABLE>
 
- - ------------------------
 
*    Principal business address is 700 Karnes Boulevard,  Kansas City,  Missouri
     64108-3306.

              OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC.
 
     As of May 1,  1999,  the  following  are the  officers  and  directors of
Conseco Equity Sales, Inc. and their position with Conseco Equity Sales, Inc.
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS *                                       POSITION WITH CONSECO EQUITY SALES, INC.
- - ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
L. Gregory Gloeckner                     President and Director
 
William P. Kovacs                        Vice President, Senior Counsel, Secretary and Director
 
James S. Adams                           Senior Vice President, Treasurer and Director
 
William T. Devanney, Jr.                 Senior Vice President, Corporate Taxes
 
Christene H. Darnell                     Vice President, Management Reporting
 
Donald B. Johnston                       Vice President, National Sales Director
 
Christine E. Monical                     Second Vice President and Assistant General Counsel
</TABLE>
 
- - ------------------------
 
*    Principal business address is 11815 N. Pennsylvania Street, Carmel, Indiana
     46032.
 
                                     VOTING
 
     In  accordance  with Our view of present  applicable  law, We will vote the
shares  of the  Investment  Options  at  special  meetings  of  shareholders  in
accordance with instructions  received from Owners having a voting interest.  We
will  vote  shares  for  which We have  not  received  instructions  in the same
proportion  as We vote shares for which We have received  instructions.  We will
vote  shares We own in the same  proportion  as We vote shares for which We have
received instructions. The funds do not hold regular meetings of shareholders.
 
     If the  Investment  Company  Act of 1940 or any  regulation  thereunder  is
amended or if the present  interpretation of these laws should change,  and as a
result We determine  that it is permitted to vote the shares of the funds in Our
own right, We may elect to do so.
 
     The  voting  interests  of the Owner in the  funds  will be  determined  as
follows:  Owners  may cast one vote  for each  $100 of  Accumulation  Value of a
Policy which is allocated to an Investment Option on the record date. Fractional
votes are counted.
 
     We will  determine  the number of shares which a person has a right to vote
as of the date to be  chosen by Us not more than  sixty  (60) days  prior to the
meeting  of  the  fund.  Voting   instructions  will  be  solicited  by  written
communication at least fourteen (14) days prior to such meeting.
 
     Each Owner  having such a voting  interest  will receive  periodic  reports
relating to the  Investment  Options in which he or she has an  interest,  proxy
material and a form with which to give such voting instructions.
 
     DISREGARD OF VOTING  INSTRUCTIONS.  We may, when required to do so by state
insurance  authorities,  vote shares of the funds without regard to instructions
from Owners if such  instructions  would require the shares to be voted to cause
an Investment  Option to make, or refrain from making,  investments  which would
result in changes in the  sub-classification  or  investment  objectives  of the
Investment Option.

     We may also disapprove changes in the investment policy initiated by Owners
or trustees of the funds,  if such  disapproval  is reasonable and is based on a
good faith  determination  by Us that the change would  violate state or federal
law or the change would not be consistent with the investment  objectives of the
Investment  Options  or which  varies  from the  general  quality  and nature of
investments  and  investment   techniques  used  by  other  funds  with  similar
investment objectives underlying other variable contracts offered by Us or of an
affiliated company. In the event We disregard voting instructions,  a summary of
this  action  and the  reasons  for such  action  will be  included  in the next
semi-annual report to Owners.
 
                                 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 Policies.
 
                  REDUCTION OR ELIMINATION OF SURRENDER CHARGE
 
     We may  reduce  or  eliminate  the  amount of the  Surrender  Charge on the
Policies  when sales of the  Policies are made to  individuals  or to a group of
individuals  in a manner  that  results in savings  of sales  expenses.  We will
determine  whether the Surrender Charge will be reduced after We examine all the
relevant factors such as:
 
     1. We will  consider  the size and type of group to which  sales  are to be
made.  Generally,  the  sales  expenses  for a larger  group are less than for a
smaller group because of the ability to implement large numbers of Policies with
fewer sales contacts.
 
     2. We will consider the total amount of Premiums to be received. Per Policy
sales expenses are likely to be less on larger Premium  payments than on smaller
ones.
 
     3. We will consider any prior or existing  relationship with Us. Per Policy
sales expenses are likely to be less when there is a prior existing relationship
because of the likelihood of implementing the Policy with fewer sales contacts.
 
     4. There may be other  circumstances,  of which We are not presently aware,
which could result in reduced sales expenses.
 
     If, after  consideration of the foregoing factors,  We determine that there
will be a  reduction  in sales  expenses,  We may  provide  for a  reduction  or
elimination of the Surrender Charge.
 
     We may eliminate  the  Surrender  Charge when the Policies are issued to an
officer,  director or employee of BMA or any of Our affiliates. In no event will
any  reduction or  elimination  of the Surrender  Charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.
 
                               NET AMOUNT AT RISK
 
     LEVEL DEATH BENEFIT.  For the Level Death Benefit Option, the Net Amount at
Risk is the greater of:
 
     1.   the Specified Amount divided by 1.0032737 less the Accumulation Value;
          and
 
     2.   the  Accumulation  Value times the  applicable  Minimum  Death Benefit
          Corridor  Percentage (shown in Part I Section 5 Death Benefit) divided
          by 1.0032737, less the Accumulation Value.
 
     ADJUSTABLE  DEATH BENEFIT OPTION.  For the Adjustable Death Benefit Option,
the Net Amount at Risk is the greater of:
 
     1.   the Specified Amount plus the Accumulation Value divided by 1.0032737,
          less the Accumulation Value, and
 
     2.   the  Accumulation  Value times the  applicable  Minimum  Death Benefit
          Corridor Percentage divided by 1.0032737, less the Accumulation Value.
 
                                 MATURITY DATE
 
     The Policy provides that We will pay the Accumulation  Value of the Policy,
less  Indebtedness,  to You on the Maturity Date if the Primary  Insured is then
living.  Unless an extension is requested,  the Maturity Date will be the Policy
Anniversary Date nearest the Primary Insured's 100th birthday.
 
     At any time within the twelve  calendar  months prior to the Maturity Date,
You may request  that the  Maturity  Date be extended  through the  Extension of
Maturity Date Rider.  If We received Your written  request prior to the Maturity
Date and all past due  Monthly  Deductions  have  been  paid,  the  Policy  will
continue in force beyond the Maturity Date until the earlier of the death of the
Primary  Insured  or the date that We receive  Your  request  to  surrender  the
Policy.
 
     No rider will be extended past the original Policy Maturity Date.
 
     Once the Maturity Date extension is in place, the Death Benefit will be the
Accumulation Value, less any Indebtedness.  The Monthly Deduction will no longer
be deducted and no new Premiums  will be  accepted.  Interest or loans,  if any,
will continue to accrue and will be added to the total Indebtedness.
 
    Loan repayments will be accepted.
 
    There is no charge for this rider.
 
                           MISSTATEMENT OF AGE OR SEX
 
     The age of the Primary  Insured is the Age  nearest  the Primary  Insured's
birthday on the Policy Date or Policy  Anniversary.  We determine  this from the
date of birth shown in the application. If the date of birth or sex shown on the
Policy  Schedule is not correct,  we will adjust the Death Benefit to that which
would be purchased  by the most recent cost of  insurance  charge at the correct
date of birth and sex.
 
                              OUR RIGHT TO CONTEST
 
     We cannot  contest the  validity of the Policy  except in the case of fraud
after it has been in effect during the Primary Insured's  lifetime for two years
from the  Policy  Date.  If the Policy is  reinstated,  the  two-year  period is
measured from the date of  reinstatement.  In addition,  if the Primary  Insured
commits  suicide in the  two-year  period,  or such period as specified in state
law, the benefit  payable  will be limited to Premiums  paid less loans and less
any surrenders.
 
                                PAYMENT OPTIONS
 
    The Death Proceeds may be paid in a lump sum or may be applied to one of the
following Payment Options:
 
    Option 1--Life Annuity
 
    Option 2--Life Annuity with 120 or 240 Monthly Annuity Payments Guaranteed
 
    Option 3--Joint and Last Survivor Annuity
 
    Option 4-- Joint and Last Survivor Annuity with 120 or 240 Monthly Annuity
              Payments Guaranteed.
 
     You or the  Beneficiary  can select to have the Payment  Options payable on
either a fixed or variable basis.
 
                               FEDERAL TAX STATUS
 
     NOTE: The following  description is based upon Our understanding of current
federal  income tax law  applicable  to life  insurance  in  general.  We 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. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance  contract" for purposes of the Code. We believe
that the policies to be issued will qualify as "life insurance  contracts" under
Section 7702.  We do not  guarantee  the tax status of the policies.  Purchasers
bear the complete risk that the policies may not be treated as "life  insurance"
under federal income tax laws. Purchasers should consult their own tax advisers.
 
It should be further understood that the following  discussion is not exhaustive
and that special  rules not  described in this  prospectus  may be applicable in
certain situations.


 
     INTRODUCTION. The discussion in this prospectus is general in nature and is
not intended as tax advice. Each person concerned should consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  this  discussion is based upon Our  understanding  of current Federal
income tax laws as they are currently  interpreted.  No  representation  is made
regarding the  likelihood of  continuation  of those current  Federal income tax
laws or of the current interpretations by the Internal Revenue Service.

 
     BMA is taxed as a life insurance company under the Code. For Federal income
tax  purposes,  the Separate  Account is not a separate  entity from BMA and its
operations form a part of BMA.
 
     DIVERSIFICATION. Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance 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 Policy as a life  insurance  contract  would result in imposition of federal
income tax to the Owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision  which  provides that life  insurance  policies such as these Policies
meet the diversification  requirements if, as of the close of each quarter,  the
underlying assets meet the diversification  standards for a regulated investment
company and no more than fifty-five (55%) percent of the total assets consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment  companies.  There is an exception for securities  issued by the U.S.
Treasury in connection with variable life insurance policies.
 
     On March 2, 1989, the Treasury  Department issued Regulations  (Treas. Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  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:

     (i)  no more than 55% of the value of the total assets of the  portfolio is
          represented by any one investment;

     (ii) no more than 70% of the value of the total assets of the  portfolio is
          represented by any two investments;

     (iii)no more than 80% of the value of the total assets of the  portfolio is
          represented by any three investments; and

     (iv) no more than 90% of the value of the total assets of the  portfolio is
          represented   by  any  four   investments.   For   purposes  of  these
          Regulations, all securities of the same issuer are treated as a single
          investment.
 
     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".
 
     BMA intends that each  Investment  Option  underlying  the Policies will be
managed by the managers 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 Policy.  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 Policy 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.
 
     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 Owner
being  retroactively  determined  to be the Owner of the assets of the  Separate
Account.
 
     Due to the  uncertainty  in this area, BMA reserves the right to modify the
Policy in an attempt to maintain favorable tax treatment.
 
     TAX  TREATMENT OF THE POLICY.  The Policy has been  designed to comply with
the definition of life insurance contained in Section 7702 of the Code. Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  BMA has relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.
 
     While BMA has attempted to comply with Section  7702,  the law in this area
is very  complex and  unclear.  There is a risk,  therefore,  that the  Internal
Revenue Service will not concur with BMA's  interpretations of Section 7702 that
were made in determining such compliance.  In the event the Policy is determined
not to so comply,  it would not qualify for the favorable tax treatment  usually
accorded life insurance policies.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.
 
     POLICY  PROCEEDS.  The  tax  treatment  accorded  to loan  proceeds  and/or
surrender  payments  from the  Policies  will  depend on  whether  the Policy is
considered  to  be a  MEC.  (See  "Tax  Treatment  of  Loans  and  Surrenders.")
Otherwise,  BMA believes that the Policy should  receive the same federal income
tax treatment as any other type of life  insurance.  As such,  the death benefit
thereunder is excludable from the gross income of the Beneficiary  under Section
101(a) of the Code. Also, the Owner is not deemed to be in constructive  receipt
of the Cash Surrender Value,  including increments thereon, under a Policy until
there is a distribution of such amounts.
 
     Federal, state and local estate,  inheritance and other tax consequences of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.
 
     TAX TREATMENT OF LOANS AND SURRENDERS. Section 7702A of the Code sets forth
the rules for  determining  when a life insurance  policy will be deemed to be a
MEC. A MEC is a contract which is entered into or materially changed on or after
June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay
test when the  cumulative  amount  paid under the Policy at any time  during the
first 7 Policy Years exceeds the sum of the net level  premiums which would have
been paid on or before  such time if the  Policy  provided  for  paid-up  future
benefits after the payment of seven (7) level annual premiums. A material change
would  include  any  increase in the future  benefits  or addition of  qualified
additional  benefits provided under a policy unless the increase is attributable
to: (1) the payment of premiums  necessary to fund the lowest death  benefit and
qualified  additional  benefits  payable in the first seven policy years; or (2)
the crediting of interest or other earnings (including  policyholder  dividends)
with respect to such premiums.
 
     Furthermore,  any Policy received in exchange for a Policy  classified as a
MEC will be treated  as a MEC  regardless  of  whether it meets the 7-pay  test.
However,  an exchange under Section 1035 of the Code of a life insurance  policy
entered into before June 21, 1988 for the Policy will not cause the Policy to be
treated as a MEC if no additional premiums are paid.

     Due to the flexible  premium  nature of the Policy,  the  determination  of
whether  it  qualifies  for  treatment  as  a  MEC  depends  on  the  individual
circumstances of each Policy.
    
     If the Policy is classified as a MEC, then surrenders  and/or loan proceeds
are taxable to the extent of income in the Policy. Such distributions are deemed
to be  on a  last-in,  first-out  basis,  which  means  the  taxable  income  is
distributed  first. Loan proceeds and/or surrender payments, including those
resulting from the termination of the Policy, may also be subject to an 
additional 10% federal income tax penalty applied to the income portion of
such distribution. The penalty shall not apply, however, to any distributions:
    

     (1)  made on or after the date on which the taxpayer reaches age 59 1/2;

     (2)  which is attributable to the taxpayer  becoming  disabled  (within the
          meaning of Section 72(m)(7) of the Code); or

     (3)  which is part of a series of  substantially  equal  periodic  payments
          made  not  less  frequently  than  annually  for  the  life  (or  life
          expectancy)  of the  taxpayer  or  the  joint  lives  (or  joint  life
          expectancies) of such taxpayer and his beneficiary.
 
     If a  Policy  is not  classified  as a MEC,  then any  surrenders  shall be
treated  first as a recovery of the  investment in the Policy which would not be
received  as  taxable  income.  However,  if a  distribution  is the result of a
reduction in benefits  under the Policy within the first fifteen years after the
Policy is issued in order to comply with Section 7702, such  distribution  will,
under rules set forth in Section 7702, be taxed as ordinary income to the extent
of income in the Policy.
    
     Any loans from a Policy which is not  classified  as a MEC, will be treated
as indebtedness of the Owner and not a distribution. Upon complete surrender or
termination of the Policy, if the amount received plus loan indebtedness exceeds
the total premiums paid that are not treated as previously  surrendered  by the 
Owner,  the excess  generally will be treated as ordinary income.    
 
     Personal  interest  payable on a loan under a Policy owned by an individual
is generally  not  deductible.  Furthermore,  no  deduction  will be allowed for
interest on loans under Policies covering the life of any employee or officer of
the taxpayer or any person financially  interested in the business carried on by
the  taxpayer  to the  extent the  indebtedness  for such  employee,  officer or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.
 
     You should  seek  competent  tax advice on the tax  consequences  of taking
loans, distributions, exchanging or surrendering any Policy.
    
     MULTIPLE  POLICIES.  The Code further provides that multiple MECs which are
issued  within a calendar  year  period to the same Owner by one  company or its
affiliates  are  treated as one MEC for  purposes  of  determining  the  taxable
portion of any loans or distributions.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the loans or distributed  amounts
from such  combination  of contracts.  You should consult a tax adviser prior to
purchasing more than one MEC in any calendar year period.    
 
     TAX  TREATMENT OF  ASSIGNMENTS.  An assignment of a Policy or the change of
ownership of a Policy may be a taxable  event.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the Owner of Your
Policy.
 
     QUALIFIED  PLANS.  The  Policies  may be used in  conjunction  with certain
Qualified  Plans.  Because the rules governing such use are complex,  you should
not do so until you have consulted a competent Qualified Plans consultant.
 
     INCOME TAX WITHHOLDING.  All  distributions or the portion thereof which is
includible  in gross  income of the Owner are  subject  to  federal  income  tax
withholding.  However,  the Owner in most  cases  may  elect  not to have  taxes
withheld.  The Owner may be required to pay  penalties  under the  estimated tax
rules, if the Owner's withholding and estimated tax payments are insufficient.

                               REPORTS TO OWNERS
 
     We will at a minimum send to each Owner  semi-annual  and annual reports of
the Investment Options. Within 30 days after each Policy Anniversary,  an annual
statement will be sent to each Owner. We may elect to send these more often. The
statement will show:

     * the current amount of Death Benefit payable under the Policy, 

     * the current Accumulation Value, 

     * the current Cash Surrender Value, 

     * current Loans and 

     * all transactions previously confirmed.

     The statement will also show Premiums paid and all charges  deducted during
the Policy Year.
 
     Confirmations  will be mailed to Policy  Owners  within  seven  days of the
transaction of:

     (a)  the receipt of Premium;

     (b)  any transfer between Investment Options;

     (c)  any loan, interest repayment, or loan repayment;

     (d)  any surrender;

     (e)  exercise of the free look privilege; and

     (f)  payment of the Death Benefit under the Policy.

    Upon request You are entitled to a receipt of Premium payment.
 
                               LEGAL PROCEEDINGS
 
     There  are no  legal  proceedings  to which  the  Separate  Account  or the
Co-Distributors  are a party or to which the assets of the Separate  Account are
subject. We are not involved in any litigation that is of material importance in
relation to our total assets or that relates to the Separate Account.
 
                                    EXPERTS
 
     The  financial  statements  of BMA Variable  Life Account A at December 31,
1998 and for the period from December 1, 1998  (inception) to December 31, 1998,
and the consolidated financial statements of Business Men's Assurance Company of
America at December  31,  1998 and 1997,  and for each of the three years in the
period  ended  December  31,  1998,  have  been  audited  by Ernst & Young  LLP,
independent  auditors,  as set forth in their report thereon appearing elsewhere
herein,  and are included in reliance  upon such report given upon the authority
of such firm as experts in accounting and auditing.
 
                              FINANCIAL STATEMENTS


The financial statements of the Separate Account and BMA follow.


<PAGE>
 
 
 
 
                              FINANCIAL STATEMENTS
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                    Period from December 1, 1998 (inception)
                              to December 31, 1998
                      with Report of Independent Auditors
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                              FINANCIAL STATEMENTS
 
         Period from December 1, 1998 (inception) to December 31, 1998
 
<TABLE>
<CAPTION>
Contents                                                                    Page
- --------                                                                    ----
<S>                                                                         <C>
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..............................................   8
</TABLE>
<PAGE>
 
                        REPORT OF INDEPENDENT AUDITORS
 
The Contract Owners of BMA Variable Life
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 BMA
Variable Life Account A (the Account) as of December 31, 1998, and the related
statements of operations and changes in net assets for the period from
December 1, 1998 (inception) to December 31, 1998. These financial statements
are the responsibility of the Account'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. Our
procedures included confirmation of investments owned as of December 31, 1998,
by correspondence with the mutual funds' transfer agents. 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 Life Account
A at December 31, 1998, and the results of its operations and changes in net
assets for the period from December 1, 1998 (inception) to December 31, 1998,
in conformity with generally accepted accounting principles.
 
                                          Ernst & Young LLP
Kansas City, Missouri
February 5, 1999
 
                                       1
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                      STATEMENT OF ASSETS AND LIABILITIES
 
                               December 31, 1998
 
<TABLE>
<CAPTION>
                                                     Number              Balance
                                                       of   Share         Sheet
                                                     Shares Value  Cost  Amount
                                                     ------ ----- ------ -------
<S>                                                  <C>    <C>   <C>    <C>
Assets
Investments (Notes 1 and 3):
 Investors Mark Series Fund, Inc.:
   Balanced........................................    110  $8.88 $1,049 $   976
   Growth and Income...............................     89  11.53  1,011   1,029
   Large Cap Value.................................    101   9.88  1,028     998
   Small Cap Equity................................    132   8.14  1,000   1,073
   Large Cap Growth................................     82  12.90  1,001   1,061
   Intermediate Fixed Income.......................    101   9.95  1,060   1,000
   Mid Cap Equity..................................     95  11.11  1,010   1,058
   Money Market....................................  1,000   1.00  1,000   1,000
   Global Fixed Income.............................    101   9.92  1,083   1,003
 Berger Institutional Products Trust:
   100 Fund........................................     83  12.89  1,002   1,069
   Growth and Income Fund..........................     66  16.63  1,007   1,093
   Small Company Growth Fund.......................     92  12.28  1,000   1,134
   International Fund..............................     95  11.21  1,015   1,061
 Conseco Series Trust:
   Asset Allocation Portfolio......................     77  13.67  1,008   1,048
   Common Stock Portfolio..........................     52  21.59  1,001   1,100
   Corporate Bond Portfolio........................    100  10.05  1,005   1,001
   Government Securities Portfolio.................     82  12.15  1,004     996
 The Alger American Fund:
   Growth Portfolio................................     21  53.22  1,000   1,102
   Leveraged AllCap Portfolio......................     33  34.90  1,000   1,138
   MidCap Growth Portfolio.........................     39  28.87  1,000   1,118
   Small Capitalization Portfolio..................     25  43.97  1,000   1,114
 American Century Variable Portfolios, Inc.:
   VP Income and Growth............................    155   6.78  1,005   1,048
   VP International................................    142   7.62  1,000   1,079
   VP Value........................................    147   6.73  1,000     993
 Dreyfus Socially Responsible Growth Fund, Inc.....     34  31.08  1,005   1,061
 Dreyfus Stock Index Fund..........................     32  32.52  1,004   1,047
 Dreyfus Variable Investment Fund:
   Disciplined Stock Fund..........................     46  22.95  1,005   1,061
   International Value Portfolio...................     77  13.45  1,080   1,034
 Federated Insurance Series:
   High-Income Bond Fund II........................     91  10.92  1,000     997
   International Equity Fund II....................     71  15.39  1,000   1,094
   Utility Fund II.................................     68  15.27  1,000   1,032
 Invesco Variable Investment Funds:
   High-Yield Portfolio............................     88  11.32  1,104     993
   Industrial Income Portfolio.....................     55  18.61  1,052   1,026
 Lazard Retirement Series, Inc.:
   Retirement Equity Portfolio.....................     95  11.05  1,004   1,047
   Retirement Small Cap Portfolio..................    107   9.52  1,000   1,019
 Neuberger & Berman Advisors Management Trust:
   Limited Maturity Bond Portfolio.................     72  13.82  1,000     999
   Partners Portfolio..............................     54  18.93  1,000   1,019
 Strong Opportunity Fund II, Inc...................     48  21.72  1,002   1,043
 Strong Variable Insurance Funds, Inc.:
   Growth Fund II..................................     70  16.02  1,000   1,126
 Van Eck Worldwide Insurance Trust:
   Worldwide Bond Fund.............................     82  12.28  1,000   1,011
   Worldwide Emerging Markets Fund.................    144   7.12  1,000   1,023
   Worldwide Hard Assets Fund......................    108   9.20  1,000     989
   Worldwide Real Estate Fund......................    106   9.54  1,000   1,013
                                                                         -------
      Total Assets.................................                      $44,926
                                                                         =======
</TABLE>
 
                                       2
<PAGE>
 
<TABLE>
<S>                                                    <C>       <C>     <C>
             Liabilities and net assets
Liabilities..........................................                    $    --
<CAPTION>
                                                       Number of  Unit
                                                         Units    Value  Amount
                                                       --------- ------- -------
<S>                                                    <C>       <C>     <C>
Net assets are represented by (Note 3):
 Accumulation units:
   Investors Mark Series Fund, Inc.:
     Balanced........................................     100    $9.7593     976
     Growth and Income...............................     100    10.3205   1,029
     Large Cap Value.................................     100    10.0173     998
     Small Cap Equity................................     100    10.7437   1,073
     Large Cap Growth................................      99    10.7032   1,061
     Intermediate Fixed Income.......................     100    10.0183   1,000
     Mid Cap Equity..................................      99    10.6526   1,058
     Money Market....................................     100    10.0343   1,000
     Global Fixed Income.............................     100    10.0270   1,003
   Berger Institutional Products Trust:
     100 Fund........................................      99    10.7846   1,069
     Growth and Income Fund..........................      98    11.1016   1,093
     Small Company Growth Fund.......................     100    11.3646   1,134
     International Fund..............................     103    10.3073   1,061
   Conseco Series Trust:
     Asset Allocation Portfolio......................      99    10.5724   1,048
     Common Stock Portfolio..........................      98    11.1898   1,100
     Corporate Bond Portfolio........................     100    10.0411   1,001
     Government Securities Portfolio.................     100     9.9868     996
   The Alger American Fund:
     Growth Portfolio................................      98    11.2137   1,102
     Leveraged AllCap Portfolio......................      98    11.6450   1,138
     MidCap Growth Portfolio.........................      99    11.2554   1,118
     Small Capitalization Portfolio..................      99    11.2744   1,114
   American Century Variable Portfolios, Inc.:
     VP Income and Growth............................      99    10.5982   1,048
     VP International................................     102    10.5394   1,079
     VP Value........................................     100     9.9556     993
   Dreyfus Socially Responsible Growth Fund, Inc.....      98    10.7907   1,061
   Dreyfus Stock Index Fund..........................      99    10.5782   1,047
   Dreyfus Variable Investment Fund:
     Disciplined Stock Fund..........................      99    10.7245   1,061
     International Value Portfolio...................     101    10.2246   1,034
   Federated Insurance Series:
     High-Income Bond Fund II........................     100     9.9726     997
     International Equity Fund II....................     101    10.7924   1,094
     Utility Fund II.................................     100    10.3596   1,032
   Invesco Variable Investment Funds:
     High-Yield Portfolio............................     100     9.9193     993
     Industrial Income Portfolio.....................      99    10.3350   1,026
   Lazard Retirement Series, Inc.:
     Retirement Equity Portfolio.....................     100    10.4609   1,047
     Retirement Small Cap Portfolio..................     100    10.1725   1,019
   Neuberger & Berman Advisors Management Trust:
     Limited Maturity Bond Portfolio.................     100    10.0145     999
     Partners Portfolio..............................     100    10.2380   1,019
   Strong Opportunity Fund II, Inc...................     100    10.4636   1,043
   Strong Variable Insurance Funds, Inc.:
     Growth Fund II..................................     100    11.3056   1,126
   Van Eck Worldwide Insurance Trust:
     Worldwide Bond Fund.............................     100    10.1572   1,011
     Worldwide Emerging Markets Fund.................     102    10.0707   1,023
     Worldwide Hard Assets Fund......................     101     9.7665     989
     Worldwide Real Estate Fund......................     101    10.0633   1,013
                                                                         -------
      Net assets.....................................                     44,926
                                                                         -------
      Total liabilities and net assets...............                    $44,926
                                                                         =======
</TABLE>
 
                            See accompanying notes.
 
                                       3
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
 
         Period from December 1, 1998 (inception) to December 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                              Berger
                                                                                                           Institutional
                                            Investors Mark Series Fund, Inc.                              Products Trust
                  ------------------------------------------------------------------------------------  -------------------
                                                                    Intermediate                Global             Growth
                           Growth and Large Cap Small Cap Large Cap    Fixed     Mid Cap Money  Fixed            and Income
                  Balanced   Income     Value    Equity    Growth      Income    Equity  Market Income  100 Fund    Fund
                  -------- ---------- --------- --------- --------- ------------ ------- ------ ------  -------- ----------
<S>               <C>      <C>        <C>       <C>       <C>       <C>          <C>     <C>    <C>     <C>      <C>
Investment
 income.........   $  49     $   11     $  28    $    1    $    1      $   60    $   10  $   -- $   83   $    2    $    7
Expenses (Note
 2):
 Mortality,
  expense and
  administrative
  charges.......     --         --        --        --        --          --        --      --     --       --        --
                   -----     ------     -----    ------    ------      ------    ------  ------ ------   ------    ------
Net investment
 income.........      49         11        28         1         1          60        10     --      83        2         7
Net realized
 gains on
 investments....     --         --        --        --        --          --        --      --     --       --        --
Unrealized
 appreciation
 (depreciation)
 on investments      (73)        18       (30)       72        60         (60)       48     --     (80)      67        86
                   -----     ------     -----    ------    ------      ------    ------  ------ ------   ------    ------
Net realized and
 unrealized gain
 (loss) on
 investments....     (73)        18       (30)       72        60         (60)       48     --     (80)      67        86
Net increase
 (decrease) in
 net assets
 resulting from
 operations          (24)        29        (2)       73        61         --         58     --       3       69        93
Variable annuity
 deposits (Notes
 2 and 3).......   1,000      1,000     1,000     1,000     1,000       1,000     1,000   1,000  1,000    1,000     1,000
                   -----     ------     -----    ------    ------      ------    ------  ------ ------   ------    ------
Net increase....     976      1,029       998     1,073     1,061       1,000     1,058   1,000  1,003    1,069     1,093
Net assets at
 beginning of
 period.........     --         --        --        --        --          --        --      --     --       --        --
                   -----     ------     -----    ------    ------      ------    ------  ------ ------   ------    ------
Net assets at
 end of period..   $ 976     $1,029     $ 998    $1,073    $1,061      $1,000    $1,058  $1,000 $1,003   $1,069    $1,093
                   =====     ======     =====    ======    ======      ======    ======  ====== ======   ======    ======
</TABLE>
 
                                       4
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
         STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
         Period from December 1, 1998 (inception) to December 31, 1998
 
<TABLE>
<CAPTION>
                  Berger Institutional
                     Products Trust               Conseco Series Trust                      The Alger American Fund
                  --------------------- ----------------------------------------- --------------------------------------------
                   Small
                  Company                 Asset     Common   Corporate Government           Leveraged  MidCap       Small
                  Growth  International Allocation   Stock     Bond    Securities  Growth    AllCap    Growth   Capitalization
                   Fund       Fund      Portfolio  Portfolio Portfolio Portfolio  Portfolio Portfolio Portfolio   Portfolio
                  ------- ------------- ---------- --------- --------- ---------- --------- --------- --------- --------------
<S>               <C>     <C>           <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>
Investment
 income.........  $  --      $   15       $    8    $    1    $    5     $   4     $  --     $  --     $  --        $  --
Expenses (Note
 2):
 Mortality,
  expense and
  administrative
  charges.......     --         --           --        --        --        --         --        --        --           --
                  ------     ------       ------    ------    ------     -----     ------    ------    ------       ------
Net investment
 income.........     --          15            8         1         5         4        --        --        --           --
Net realized
 gains on
 investments....     --         --           --        --        --        --         --        --        --           --
Unrealized
 appreciation
 (depreciation)
 on
 investments....     134         46           40        99        (4)       (8)       102       138       118          114
                  ------     ------       ------    ------    ------     -----     ------    ------    ------       ------
Net realized and
 unrealized gain
 (loss) on
 investments....     134         46           40        99        (4)       (8)       102       138       118          114
Net increase
 (decrease) in
 net assets
 resulting from
 operations          134         61           48       100         1       (4)        102       138       118          114
Variable annuity
 deposits (Notes
 2 and 3).......   1,000      1,000        1,000     1,000     1,000     1,000      1,000     1,000     1,000        1,000
                  ------     ------       ------    ------    ------     -----     ------    ------    ------       ------
Net increase....   1,134      1,061        1,048     1,100     1,001       996      1,102     1,138     1,118        1,114
Net assets at
 beginning of
 period.........     --         --           --        --        --        --         --        --        --           --
                  ------     ------       ------    ------    ------     -----     ------    ------    ------       ------
Net assets at
 end of period..  $1,134     $1,061       $1,048    $1,100    $1,001     $ 996     $1,102    $1,138    $1,118       $1,114
                  ======     ======       ======    ======    ======     =====     ======    ======    ======       ======
</TABLE>
 
                                       5
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
         STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
         Period from December 1, 1998 (inception) to December 31, 1998
 
<TABLE>
<CAPTION>
                   American Century Variable                           Dreyfus Variable
                        Portfolios, Inc.                                Investment Fund       Federated Insurance Series
                   --------------------------  ----------- ------- ------------------------- -----------------------------
                                                 Dreyfus                                     High-
                     VP                         Socially   Dreyfus                           Income
                   Income                      Responsible  Stock  Disciplined International  Bond   International
                    and        VP        VP      Growth     Index     Stock        Value      Fund      Equity     Utility
                   Growth International Value  Fund, Inc.   Fund      Fund       Portfolio     II       Fund II    Fund II
                   ------ ------------- -----  ----------- ------- ----------- ------------- ------  ------------- -------
<S>                <C>    <C>           <C>    <C>         <C>     <C>         <C>           <C>     <C>           <C>
Investment
income...........  $    5    $  --      $ --     $   40    $    4    $    5       $   80     $ --       $  --      $  --
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........     --        --        --        --        --        --           --        --          --         --
                   ------    ------     -----    ------    ------    ------       ------     -----      ------     ------
Net investment
income...........       5       --        --         40         4         5           80       --          --         --
Net realized
gains on
investments           --        --        --        --        --        --           --        --          --         --
Unrealized
appreciation
(depreciation) on
investments            43        79        (7)       21        43        56          (46)       (3)         94         32
                   ------    ------     -----    ------    ------    ------       ------     -----      ------     ------
Net realized and
unrealized gain
(loss) on
investments......      43        79        (7)       21        43        56          (46)       (3)         94         32
                   ------    ------     -----    ------    ------    ------       ------     -----      ------     ------
Net increase
(decrease) in net
assets resulting
from operations..      48        79        (7)       61        47        61           34        (3)         94         32
Variable annuity
deposits (Notes 2
and 3)...........   1,000     1,000     1,000     1,000     1,000     1,000        1,000     1,000       1,000      1,000
                   ------    ------     -----    ------    ------    ------       ------     -----      ------     ------
Net increase.....   1,048     1,079       993     1,061     1,047     1,061        1,034       997       1,094      1,032
Net assets at
beginning of
period                --        --        --        --        --        --           --        --          --         --
                   ------    ------     -----    ------    ------    ------       ------     -----      ------     ------
Net assets at end
of period........  $1,048    $1,079     $ 993    $1,061    $1,047    $1,061       $1,034     $ 997      $1,094     $1,032
                   ======    ======     =====    ======    ======    ======       ======     =====      ======     ======
<CAPTION>
                     Invesco Variable
                     Investment Funds
                   --------------------
                     High-   Industrial
                     Yield     Income
                   Portfolio Portfolio
                   --------- ----------
<S>                <C>       <C>
Investment
income...........    $ 104     $   52
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........      --         --
                   --------- ----------
Net investment
income...........      104         52
Net realized
gains on
investments            --         --
Unrealized
appreciation
(depreciation) on
investments           (111)       (26)
                   --------- ----------
Net realized and
unrealized gain
(loss) on
investments......     (111)       (26)
                   --------- ----------
Net increase
(decrease) in net
assets resulting
from operations..       (7)        26
Variable annuity
deposits (Notes 2
and 3)...........    1,000      1,000
                   --------- ----------
Net increase.....      993      1,026
Net assets at
beginning of
period                 --         --
                   --------- ----------
Net assets at end
of period........    $ 993     $1,026
                   ========= ==========
</TABLE>
 
                                       6
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
        STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued)
 
         Period from December 1, 1998 (inception) to December 31, 1998
 
<TABLE>
<CAPTION>
                                                                           Strong
                                         Neuberger & Berman               Variable
                     Lazard Retirement   Advisors Management              Insurance
                       Series, Inc.             Trust                    Funds, Inc.      Van Eck Worldwide Insurance Trust
                   --------------------- -------------------             ----------- -------------------------------------------
                                          Limited                                              Worldwide
                   Retirement Retirement Maturity              Strong                Worldwide Emerging   Worldwide   Worldwide
                     Equity   Small Cap    Bond    Partners  Opportunity   Growth      Bond     Markets  Hard Assets Real Estate
                   Portfolio  Portfolio  Portfolio Portfolio   Fund II     Fund II     Fund      Fund       Fund        Fund
                   ---------- ---------- --------- --------- ----------- ----------- --------- --------- ----------- -----------
<S>                <C>        <C>        <C>       <C>       <C>         <C>         <C>       <C>       <C>         <C>
Investment
income...........    $    3     $  --      $ --     $  --      $    2      $  --      $  --     $  --       $ --       $  --
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........       --         --        --        --         --          --         --        --         --          --
                     ------     ------     -----    ------     ------      ------     ------    ------      -----      ------
Net investment
income...........         3        --        --        --           2         --         --        --         --          --
Net realized
gains on
investments......       --         --        --        --         --          --         --        --         --          --
Unrealized
appreciation
(depreciation) on
investments......        44         19        (1)       19         41         126         11        23        (11)         13
                     ------     ------     -----    ------     ------      ------     ------    ------      -----      ------
Net realized and
unrealized gain
(loss) on
investments......        44         19        (1)       19         41         126         11        23        (11)         13
                     ------     ------     -----    ------     ------      ------     ------    ------      -----      ------
Net increase
(decrease) in net
assets resulting
from operations..        47         19        (1)       19         43         126         11        23        (11)         13
Variable annuity
deposits (Notes 2
and 3)...........     1,000      1,000     1,000     1,000      1,000       1,000      1,000     1,000      1,000       1,000
                     ------     ------     -----    ------     ------      ------     ------    ------      -----      ------
Net increase.....     1,047      1,019       999     1,019      1,043       1,126      1,011     1,023        989       1,013
Net assets at
beginning of
period...........       --         --        --        --         --          --         --        --         --          --
                     ------     ------     -----    ------     ------      ------     ------    ------      -----      ------
Net assets at end
of period........    $1,047     $1,019     $ 999    $1,019     $1,043      $1,126     $1,011    $1,023      $ 989      $1,013
                     ======     ======     =====    ======     ======      ======     ======    ======      =====      ======
<CAPTION>
                    Total
                   -------
<S>                <C>
Investment
income...........  $   580
Expenses (Note
2):
 Mortality,
 expense and
 administrative
 charges.........      --
                   -------
Net investment
income...........      580
Net realized
gains on
investments......      --
Unrealized
appreciation
(depreciation) on
investments......    1,346
                   -------
Net realized and
unrealized gain
(loss) on
investments......    1,346
                   -------
Net increase
(decrease) in net
assets resulting
from operations..    1,926
Variable annuity
deposits (Notes 2
and 3)...........   43,000
                   -------
Net increase.....   44,926
Net assets at
beginning of
period...........      --
                   -------
Net assets at end
of period........  $44,926
                   =======
</TABLE>
 
                                       7
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                         NOTES TO FINANCIAL STATEMENTS
 
                               December 31, 1998
 
1. Summary of Significant Accounting Policies
 
Organization
 
   BMA Variable Life 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 various funds (mutual
funds not otherwise available to the public) as directed by the owners.
Amounts may be invested in shares of the following portfolios:
 
     Investors Mark Series Fund: Balanced, Growth and Income, Large Cap
  Value, Small Cap Equity, Large Cap Growth, Intermediate Fixed Income, Mid
  Cap Equity, Money Market and Global Fixed Income.
 
     Berger Institutional Products Trust (Berger IPT): 100 Fund, Growth and
  Income Fund, Small Company Growth Fund and International Fund.
 
     Conseco Series Trust: Asset Allocation Portfolio, Common Stock
  Portfolio, Corporate Bond Portfolio and Government Securities Portfolio.
 
     The Alger American Fund: Growth Portfolio, Leveraged AllCap Portfolio,
  MidCap Growth Portfolio and Small Capitalization Portfolio.
 
     American Century Variable Portfolios, Inc.: VP Income and Growth, VP
  International and VP Value.
 
     Dreyfus Socially Responsible Growth Fund, Inc.
 
     Dreyfus Stock Index Fund.
 
     Dreyfus Variable Investment Fund: Disciplined Stock Fund and
  International Value Portfolio.
 
     Federated Insurance Series: High-Income Bond Fund II, International
  Equity Fund II and Utility Fund II.
 
     Invesco Variable Investment Funds: High-Yield Portfolio and Industrial
  Income Portfolio.
 
     Lazard Retirement Series, Inc.: Retirement Equity Portfolio and
  Retirement Small Cap Portfolio.
 
     Neuberger & Berman Advisors Management Trust: Limited Maturity Bond
  Portfolio and Partners Portfolio.
 
     Strong Opportunity Fund II.
 
     Strong Variable Insurance Funds, Inc.: Growth Fund II.
 
     Van Eck Worldwide Insurance Trust: Worldwide Bond Fund, Worldwide
  Emerging Markets Fund, Worldwide Hard Assets Fund and Worldwide Real Estate
  Fund.
 
   Under the terms of the investment advisory contracts, portfolio investments
of the underlying mutual funds of Investors Mark Series Funds 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 Small Cap Equity Portfolio and the Large Cap Growth Portfolio. IMSF, LLC
has engaged David L. Babson & Co., Inc. to provide subadvisory
 
                                       8
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
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. Berger Associates is the investment advisor to all portfolios
except the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC is the
advisor to the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC has
retained Bank of Ireland Asset Management (U.S.) Limited (BIAM) as subadvisor.
 
   Conseco Series Trust is a mutual fund with multiple portfolios. Conseco
Capital Management, Inc. is the investment advisor to the portfolios.
 
   The Alger American Fund is a mutual fund with multiple portfolios. Fred
Alger Management, Inc. serves as investment advisor.
 
   American Century Variable Portfolios, Inc. is a series of funds managed by
American Century Investment Management, Inc.
 
   The Dreyfus Socially Responsible Growth Fund, Inc. is managed by The
Dreyfus Corporation. Dreyfus has hired NCM Capital Management Group, Inc. to
serve as sub-investment advisor and to provide day-to-day management of the
Fund's investments. The Dreyfus Corporation serves as the Dreyfus Stock Index
Fund's manager. Dreyfus has hired an affiliate, Mellon Equity Associates, to
serve as the Fund's index fund manager and to provide day-to-day management of
the Fund's investments. The Dreyfus Variable Investment Fund is a mutual fund
with multiple portfolios. The Dreyfus Corporation serves as the investment
advisor.
 
   Federated Insurance Series is a mutual fund with multiple portfolios.
Federated Advisors is the investment advisor.
 
   Invesco Variable Investment Funds. Inc. is a mutual fund with multiple
portfolios. Invesco Funds Group, Inc. is the investment advisor.
 
   Lazard Retirement Series, Inc. is a mutual fund with multiple portfolios.
Lazard Asset Management, a division of Lazard Freres & Co. LLC, is the
investment manager for each portfolio.
 
   Each portfolio of Neuberger & Berman Advisers Management Trust invests in a
corresponding series of Advisors Managers Trust. All series of Advisors
Managers Trust are managed by Neuberger & Berman Management Incorporated.
 
   Strong Opportunity Fund II, Inc. is a mutual fund managed by Strong Capital
Management, Inc. Strong Variable Insurance Funds, Inc. is a mutual fund with
multiple series. Strong Capital Management, Inc. serves as the investment
advisor.
 
   Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios
managed by Van Eck Associates Corporation.
 
Investment Valuation
 
   Investments in mutual fund shares are carried in the balance sheet at
market value (net asset value of the underlying mutual fund). The first-in,
first-out method is used to determine 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 also are
reinvested upon receipt.
 
                                       9
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
   The cost of investments purchased were as follows:
<TABLE>
<CAPTION>
                                                                  Period from
                                                               December 1, 1998
                                                                (inception) to
                                                               December 31, 1998
                                                               -----------------
                                                               Cost of Purchases
                                                               -----------------
   <S>                                                         <C>
   Investors Mark Series Fund, Inc.:
     Balanced.................................................      $1,049
     Growth and Income........................................       1,011
     Large Cap Value..........................................       1,028
     Small Cap Equity.........................................       1,000
     Large Cap Growth.........................................       1,001
     Intermediate Fixed Income................................       1,060
     Mid Cap Equity...........................................       1,010
     Money Market.............................................       1,000
     Global Fixed Income......................................       1,083
   Berger Institutional Products Trust:
     100 Fund.................................................       1,002
     Growth and Income Fund...................................       1,007
     Small Company Growth Fund................................       1,000
     International Fund.......................................       1,015
   Conseco Series Trust:
     Asset Allocation Portfolio...............................       1,008
     Common Stock Portfolio...................................       1,001
     Corporate Bond Portfolio.................................       1,005
     Government Securities Portfolio..........................       1,004
   The Alger American Fund:
     Growth Portfolio.........................................       1,000
     Leveraged AllCap Portfolio...............................       1,000
     MidCap Growth Portfolio..................................       1,000
     Small Capitalization Portfolio...........................       1,000
   American Century Variable Portfolios, Inc.:
     VP Income and Growth.....................................       1,005
     VP International.........................................       1,000
     VP Value.................................................       1,000
   Dreyfus Socially Responsible Growth Fund, Inc..............       1,005
   Dreyfus Stock Index Fund...................................       1,004
   Dreyfus Variable Investment Fund:
     Disciplined Stock Fund...................................       1,005
     International Value Portfolio............................       1,080
   Federated Insurance Series:
     High-Income Bond Fund II.................................       1,000
     International Equity Fund II.............................       1,000
     Utility Fund II..........................................       1,000
   Invesco Variable Investment Funds:
     High-Yield Portfolio.....................................       1,104
     Industrial Income Portfolio..............................       1,052
</TABLE>
 
                                       10
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
<TABLE>
<CAPTION>
                                                                  Period from
                                                               December 1, 1998
                                                                (inception) to
                                                               December 31, 1998
                                                               -----------------
                                                               Cost of Purchases
                                                               -----------------
   <S>                                                         <C>
   Lazard Retirement Series, Inc.:
     Retirement Equity Portfolio..............................        1,004
     Retirement Small Cap Portfolio...........................        1,000
   Neuberger & Berman Advisors Management Trust:
     Limited Maturity Bond Portfolio..........................        1,000
     Partners Portfolio.......................................        1,000
   Strong Opportunity Fund II.................................        1,002
   Strong Variable Insurance Funds, Inc.:
     Growth Fund II...........................................        1,000
   Van Eck Worldwide Insurance Trust:
     Worldwide Bond Fund......................................        1,000
     Worldwide Emerging Markets Fund..........................        1,000
     Worldwide Hard Assets Fund...............................        1,000
     Worldwide Real Estate Fund...............................        1,000
                                                                    -------
       Total..................................................      $43,545
                                                                    =======
</TABLE>
 
   There were no sales of investments during the period from December 1, 1998
(inception) to December 31, 1998.
 
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 Life Contract Charges
 
   BMA deducts a premium charge from each premium payment of 5.5% of all
premiums in the first through the 10th policy year and 4.0% of all premiums in
the 11th and later policy years. BMA deducts a policy charge of $25 per month
in the first policy year and $5 per month thereafter. BMA deducts a risk
charge each month of .80%, on an annual basis, of the accumulation value in
the separate account for the first through 10th policy year and .40%, on an
annual basis, of the accumulation value in the separate account for the 11th
policy year and thereafter.
 
   A deduction for cost of insurance and cost of any riders also is made
monthly. This charge will depend upon the specified amount, the accumulation
value and the sex, age and rate class of the primary insured.
 
   Charges retained by BMA from the proceeds of sales of variable life
contracts were not significant during 1998.
 
 
                                      11
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
3. Summary of Unit Transactions
 
   Account deposits, all of which are attributable to BMA during 1998, by units
follow:
 
<TABLE>
<CAPTION>
                                                                  Period from
                                                               December 1, 1998
                                                                (inception) to
                                                               December 31, 1998
                                                               -----------------
                                                                Units Deposited
   <S>                                                         <C>
   Investors Mark Series Fund, Inc.:
     Balanced.................................................        100
     Growth and Income........................................        100
     Large Cap Value..........................................        100
     Small Cap Equity.........................................        100
     Large Cap Growth.........................................         99
     Intermediate Fixed Income................................        100
     Mid Cap Equity...........................................         99
     Money Market.............................................        100
     Global Fixed Income......................................        100
   Berger Institutional Products Trust:
     100 Fund.................................................         99
     Growth and Income Fund...................................         98
     Small Company Growth Fund................................        100
     International Fund.......................................        103
   Conseco Series Trust:
     Asset Allocation Portfolio...............................         99
     Common Stock Portfolio...................................         98
     Corporate Bond Portfolio.................................        100
     Government Securities Portfolio..........................        100
   The Alger American Fund:
     Growth Portfolio.........................................         98
     Leveraged AllCap Portfolio...............................         98
     MidCap Growth Portfolio..................................         99
     Small Capitalization Portfolio...........................         99
   American Century Variable Portfolios, Inc.:
     VP Income and Growth.....................................         99
     VP International.........................................        102
     VP Value.................................................        100
   Dreyfus Socially Responsible Growth Fund, Inc..............         98
   Dreyfus Stock Index Fund...................................         99
   Dreyfus Variable Investment Fund:
     Disciplined Stock Fund...................................         99
     International Value Portfolio............................        101
   Federated Insurance Series:
     High-Income Bond Fund II.................................        100
     International Equity Fund II.............................        101
     Utility Fund II..........................................        100
   Invesco Variable Investment Funds:
     High-Yield Portfolio.....................................        100
     Industrial Income Portfolio..............................         99
</TABLE>
 
                                       12
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
<TABLE>
<CAPTION>
                                                                  Period from
                                                               December 1, 1998
                                                                (inception) to
                                                               December 31, 1998
                                                               -----------------
                                                                Units Deposited
   <S>                                                         <C>
   Lazard Retirement Series, Inc.:
     Retirement Equity Portfolio..............................        100
     Retirement Small Cap Portfolio...........................        100
   Neuberger & Berman Advisors Management Trust:
     Limited Maturity Bond Portfolio..........................        100
     Partners Portfolio.......................................        100
   Strong Opportunity Fund II.................................        100
   Strong Variable Insurance Funds, Inc.:
     Growth Fund II...........................................        100
   Van Eck Worldwide Insurance Trust:
     Worldwide Bond Fund......................................        100
     Worldwide Emerging Markets Fund..........................        102
     Worldwide Hard Assets Fund...............................        101
     Worldwide Real Estate Fund...............................        101
</TABLE>
 
                                       13
<PAGE>
 
                          BMA VARIABLE LIFE ACCOUNT A
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
4. Impact of Year 2000 (Unaudited)
 
   BMA continues to monitor the potential impact of the year 2000 on its
systems and those of its primary vendors and business partners. This
assessment extends to both informational technology systems and noninformation
technology systems. All identified modifications to BMA's critical operating
systems have been completed as of December 31, 1998, and BMA continues to
validate completed systems to ensure ongoing compliance. Contingency plans are
being developed and management estimates that these plans will be completed by
mid-1999, prior to any anticipated impact on its operating systems. Total
costs of the modifications have been immaterial to BMA's operations and have
been expensed as incurred.
 
   BMA does risk that one or more of its critical suppliers or customers
(external relationships) will not be able to interact with BMA due to the
third parties' inability to resolve their own year 2000 issues. BMA is
actively monitoring the compliance programs of those third parties, and formal
communication has been initiated with all major outside service providers.
However, BMA is unable to predict with certainty to what extent its external
relationships will be year 2000 ready.
 
   The forecast costs, consequences of the year 2000 problem and the dates by
which BMA believes it will complete its various year 2000 computer
modifications are based on its best estimates, which in turn were based on
numerous assumptions of future events including third-party modification and
compliance plans, continued availability of resources and other factors. BMA
cannot be sure that these estimates will be achieved or that the assumptions
are accurate, and actual results could differ materially from those
anticipated.
 
                                      14



<PAGE>
 
 
 
                       CONSOLIDATED FINANCIAL STATEMENTS
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
                     Years ended December 31, 1998 and 1997
                      with Report of Independent Auditors
 
 
 
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
                     Years ended December 31, 1998 and 1997
 
                                    CONTENTS
 
<TABLE>
<S>                                                                          <C>
Report of Independent Auditors..............................................   1
 
Audited Consolidated Financial Statements
 
Consolidated Balance Sheets.................................................   2
 
Consolidated Statements of Operations.......................................   3
 
Consolidated Statements of Comprehensive Income.............................   4
 
Consolidated Statements of Stockholder's Equity.............................   5
 
Consolidated Statements of Cash Flows.......................................   6
 
Notes to Consolidated Financial Statements..................................   7
</TABLE>
<PAGE>
 
                        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, 1998 and 1997, and the
related consolidated statements of operations, comprehensive income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1998. 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, 1998 and 1997,
and the consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
 
                                          Ernst & Young LLP
 
Kansas City, Missouri
February 4, 1999
 
                                      F-1
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                               December 31
                                                          ---------------------
                                                             1998       1997
                                                          ---------- ----------
                                                             (In Thousands)
<S>                                                       <C>        <C>
Assets
Investments (Notes 1 and 3):
  Securities available-for-sale, at fair value:
    Fixed maturities (amortized cost--$1,257,705 in 1998
     and $1,308,458 in 1997)............................. $1,277,121 $1,326,018
    Equity securities (cost--$36,214 in 1998 and $46,807
     in 1997)............................................     40,373     57,806
  Mortgage loans on real estate, net of allowance for
   losses of $9,185 in 1998 and $8,435 in 1997...........    875,117    842,149
  Policy loans...........................................     59,780     62,207
  Short-term investments.................................     38,815     47,507
  Other..................................................     44,084      3,424
                                                          ---------- ----------
    Total investments....................................  2,335,290  2,339,111
Cash.....................................................      2,531        --
Accrued investment income................................     18,078     18,520
Premium and other receivables............................     12,017     10,606
Deferred policy acquisition costs........................    112,311    125,065
Property, equipment and software (Note 6)................     16,276     16,753
Reinsurance recoverables:
  Paid benefits..........................................      6,549      6,588
  Benefits and claim reserves ceded......................     95,476     72,000
Other assets (Note 1)....................................     14,852     16,216
Assets held in separate accounts (Note 1)................    300,366     76,964
                                                          ---------- ----------
    Total assets......................................... $2,913,746 $2,681,823
                                                          ========== ==========
Liabilities and stockholder's equity
Future policy benefits:
  Life and annuity (Note 10)............................. $1,253,531 $1,259,319
  Health.................................................     78,527     87,883
Contract account balances................................    677,444    699,244
Policy and contract claims...............................     62,953     58,381
Unearned revenue reserve.................................      9,924     11,284
Other policyholder funds.................................     14,671     14,286
Outstanding checks in excess of bank balances............        --       2,669
Current income taxes payable (Note 7)....................      2,300      2,158
Deferred income taxes (Note 7)...........................     10,650     12,244
Payable to affiliate (Note 10)...........................        771        799
Other liabilities........................................     84,183     72,858
Liabilities related to separate accounts (Note 1)........    300,366     76,964
                                                          ---------- ----------
Total liabilities........................................  2,495,320  2,298,089
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
  Accumulated other comprehensive income.................     10,730     14,364
  Retained earnings......................................    355,590    317,264
                                                          ---------- ----------
    Total stockholder's equity...........................    418,426    383,734
                                                          ---------- ----------
    Total liabilities and stockholder's equity........... $2,913,746 $2,681,823
                                                          ========== ==========
</TABLE>
 
                            See accompanying notes.
 
                                      F-2
<PAGE>
 
                  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
                                                   ---------------------------
                                                     1998     1997      1996
                                                   -------- --------  --------
                                                         (In Thousands)
<S>                                                <C>      <C>       <C>
Revenues:
  Premiums:
    Life and annuity.............................. $170,494 $154,602  $142,461
    Health........................................   27,199   43,518    60,491
  Other insurance considerations..................   37,599   37,928    38,780
  Net investment income (Note 3)..................  181,528  167,958   146,564
  Realized gains, net (Note 3)....................   10,556    5,121     5,906
  Other income....................................   44,123   35,941    26,802
                                                   -------- --------  --------
      Total revenues..............................  471,499  445,068   421,004
Benefits and expenses:
  Life and annuity benefits.......................  144,979  126,345   122,915
  Health benefits.................................   15,547   27,812    42,224
  Increase in policy liabilities including
   interest credited to account balances..........  101,650  104,581    94,530
  Commissions.....................................   51,881   53,622    55,180
  (Increase) decrease in deferred policy
   acquisition costs..............................   11,271   (1,229)   (5,459)
  Taxes, licenses and fees........................    3,739    4,654     5,229
  Other operating costs and expenses..............   87,301   90,562    78,133
                                                   -------- --------  --------
      Total benefits and expenses.................  416,368  406,347   392,752
                                                   -------- --------  --------
Income from continuing operations before income
 tax expense......................................   55,131   38,721    28,252
Income tax expense (Note 7).......................   16,805    2,532    10,168
                                                   -------- --------  --------
Income from continuing operations.................   38,326   36,189    18,084
Discontinued operations (Note 12):
  Gain on sale of discontinued operations, net of
   income tax expense of $735 in 1996.............      --       --      1,416
                                                   -------- --------  --------
Income from discontinued operations...............      --       --      1,416
                                                   -------- --------  --------
      Net income.................................. $ 38,326 $ 36,189  $ 19,500
                                                   ======== ========  ========
</TABLE>
 
 
                            See accompanying notes.
 
                                      F-3
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
                                                         (In Thousands)
<S>                                                  <C>      <C>      <C>
Net income.......................................... $38,326  $36,189  $19,500
Other comprehensive income:
  Unrealized holding gains (losses) arising during
   period...........................................   2,597   25,009  (21,346)
  Less realized gains included in net income........   6,760    1,868    7,851
                                                     -------  -------  -------
    Net unrealized gains (losses)...................  (4,163)  23,141  (29,197)
Effect on deferred policy acquisition costs.........  (1,483)  (7,189)  13,418
Effect on unearned revenue reserve..................      55      474   (2,082)
Deferred income taxes...............................   1,957   (5,748)   6,250
                                                     -------  -------  -------
Other comprehensive income..........................  (3,634)  10,678  (11,611)
                                                     -------  -------  -------
    Comprehensive income............................ $34,692  $46,867  $ 7,889
                                                     =======  =======  =======
</TABLE>
 
 
 
 
                            See accompanying notes.
 
                                      F-4
<PAGE>
 
                  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
                                                    ---------------------------
                                                      1998      1997     1996
                                                    --------  -------- --------
                                                          (In Thousands)
<S>                                                 <C>       <C>      <C>
Common stock:
  Balance at beginning and end of year............. $ 12,000  $ 12,000 $ 12,000
Paid-in capital:
  Balance at beginning of year.....................   40,106    40,106   25,106
    Additional paid-in capital.....................      --        --    15,000
                                                    --------  -------- --------
  Balance at end of year...........................   40,106    40,106   40,106
Accumulated other comprehensive income:
  Balance at beginning of year.....................   14,364     3,686   15,297
    Change in net unrealized gains (losses)........   (3,634)   10,678  (11,611)
                                                    --------  -------- --------
  Balance at end of year...........................   10,730    14,364    3,686
Retained earnings:
  Balance at beginning of year.....................  317,264   281,075  266,575
    Net income.....................................   38,326    36,189   19,500
    Dividends declared (Note 2)....................      --        --    (5,000)
                                                    --------  -------- --------
  Balance at end of year...........................  355,590   317,264  281,075
                                                    --------  -------- --------
Total stockholder's equity......................... $418,426  $383,734 $336,867
                                                    ========  ======== ========
</TABLE>
 
 
 
                            See accompanying notes.
 
                                      F-5
<PAGE>
 
                  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
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                       (In Thousands)
<S>                                             <C>        <C>        <C>
Operating activities
Net income....................................  $  38,326  $  36,189  $  19,500
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Deferred income tax (benefit)...............        363     (8,416)     4,146
  Realized gains, net.........................    (10,556)    (5,121)    (5,906)
  Gain on disposal of discontinued segment....        --         --      (2,151)
  Discount accretion, net.....................     (1,618)      (975)    (1,246)
  Policy loans lapsed in lieu of surrender
   benefits...................................      3,740      1,021      2,996
  Depreciation................................      2,524      3,778      4,153
  Amortization................................        782        782        782
  Changes in assets and liabilities:
   (Increase) decrease in accrued investment
    income....................................        442         19     (1,392)
   (Increase) decrease in receivables and
    reinsurance recoverables..................    (24,876)   (15,425)     2,761
   Policy acquisition costs deferred..........    (22,484)   (28,449)   (31,745)
   Policy acquisition costs amortized.........     33,755     27,220     26,286
   Increase (decrease) in income taxes
    payable...................................        142     (2,187)     5,518
   Increase in accrued policy benefits, claim
    reserves, unearned revenues and
    policyholder funds........................     19,189     30,777     32,331
   Interest credited to policyholder accounts.     77,358     79,312     69,494
   Increase (decrease) in outstanding checks
    in excess of bank balances................     (2,669)    (2,004)       805
   Decrease in other assets and other
    liabilities, net..........................      2,344      7,269        412
 Other, net...................................         19       (433)    (1,208)
                                                ---------  ---------  ---------
Net cash provided by operating activities.....    116,781    123,357    125,536
Investing activities
Purchases of investments:
 Securities available-for-sale:
   Fixed maturities...........................   (603,142)  (464,419)  (527,172)
   Equity securities..........................    (12,969)   (31,625)   (17,586)
 Mortgage and policy loans....................   (310,127)  (237,990)  (259,438)
 Other........................................    (41,118)       --         --
Sales, calls or maturities of investments:
 Maturities and calls of securities
  available-for-sale:
   Fixed maturities...........................    305,013    167,000    117,057
 Sales of securities available-for-sale:
   Fixed maturities...........................    360,296    284,124    238,051
   Equity securities..........................     22,632     14,379     12,444
 Mortgage and policy loans....................    277,325     98,554     66,934
 Real estate..................................        --       5,854      2,194
Purchase of property, equipment and software..     (1,805)    (1,949)      (290)
Net (increase) decrease in short-term
 investments..................................      8,692     (7,516)    36,272
Proceeds from sale of discontinued operations.        --         --         632
Distributions from unconsolidated related
 parties......................................      1,466      1,514        718
                                                ---------  ---------  ---------
Net cash provided by (used in) investing
 activities...................................      6,263   (172,074)  (330,184)
Financing activities
Dividends paid................................        --         --      (5,000)
Additional paid-in capital....................        --         --      15,000
Deposits from interest sensitive and
 investment-type contracts....................    245,620    323,487    381,865
Withdrawals from interest sensitive and
 investment-type contracts....................   (375,459)  (295,633)  (187,217)
Net proceeds from reverse repurchase
 borrowing....................................     30,189     40,925     35,173
Retirement of reverse repurchase borrowing....    (20,863)   (20,062)   (35,173)
                                                ---------  ---------  ---------
Net cash provided by (used in) financing
 activities...................................   (120,513)    48,717    204,648
                                                ---------  ---------  ---------
Net increase in cash..........................      2,531        --         --
Cash at beginning of year.....................        --         --         --
                                                ---------  ---------  ---------
Cash at end of year...........................  $   2,531  $     --   $     --
                                                =========  =========  =========
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.................................  $  16,300  $  13,135  $   1,239
                                                =========  =========  =========
 Interest paid on reverse repurchase
  borrowing...................................  $     299  $     369  $     620
                                                =========  =========  =========
Supplemental schedule of noncash investing and
 financing activities
Real estate acquired through foreclosure......  $     --   $   1,236  $   3,033
                                                =========  =========  =========
</TABLE>
 
                            See accompanying notes.
 
                                      F-6

<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
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 accumulated
other comprehensive 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,
1998 and 1997, no real estate was owned. Profit is recognized on real estate
sales when down payment, continuing investment and transfer of risk criteria
have been satisfied. Property, equipment and software, and the home office
building are generally valued at cost, including development costs, less
allowances for depreciation and other than temporary decline in value.
 
   Property, equipment and software are being depreciated over the estimated
useful lives of the assets, principally on a straight-line basis. Depreciation
rates on these assets are set forth in Note 6.
 
   Realized gains and losses on sales of investments and declines in value
considered to be other than temporary are recognized in net earnings on the
specific identification basis.
 
 Impairment of Loans
 
   Financial Accounting Standards Board (FASB) Statement of Financial
Accounting Standards (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.
 
                                      F-7
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
 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 policy issue 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.
 
   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.
 
                                      F-8
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(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, 1998 and 1997 was $30,262,000 and
$47,211,000, 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 (See Note 7). Temporary differences are principally related to
deferred policy acquisition costs, the provision for future policy benefits,
accrual of discounts on investments, accrued expenses, accelerated
depreciation and unrealized investment gains and losses.
 
 Separate Accounts
 
   These accounts arise from four lines of business--variable annuities,
variable universal life, variable 401(k) 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.
 
   The assets and liabilities of the variable lines 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 policyowners and are, therefore, not
included in investment earnings in the accompanying consolidated statements 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 lines of business totaled $3,409,000
on December 31, 1998 and $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 accumulated other comprehensive income.
 
   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 statements of operations. The guaranteed
interest payable
 
                                      F-9
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
is included in the increase in policy liabilities in the accompanying
consolidated statements of operations. Separate account assets and liabilities
for the MBIA GIC line of business totaled $296,957,000 on December 31, 1998
and $76,934,000 on December 31, 1997.
 
 Intangible Assets
 
   At December 31, 1998, goodwill of $11,541,000 (1997--$12,323,000), net of
accumulated amortization of $4,107,000 (1997--$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, 1998, 1997 and
1996.
 
 Fair Values of Financial Instruments
 
   SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheets, 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, 1998     December 31, 1997
                                     --------------------- ---------------------
                                      Carrying              Carrying
                                       Amount   Fair Value   Amount   Fair Value
                                     ---------- ---------- ---------- ----------
                                                   (In Thousands)
<S>                                  <C>        <C>        <C>        <C>
Fixed maturities (Note 3)..........  $1,277,121 $1,277,121 $1,326,018 $1,326,018
Equity securities (Note 3).........      43,373     40,373     57,806     57,806
Mortgage loans.....................     875,117    934,712    842,149    867,552
Policy loans.......................      59,780     55,579     62,207     57,491
Short-term investments.............      38,815     38,815     47,507     47,507
Cash...............................       2,531      2,531        --         --
Reinsurance recoverables:
  Paid benefits....................       6,549      6,549      6,588      6,588
  Benefits and claim reserves......      95,476     95,476     72,000     72,000
Assets held in separate accounts...     300,366    302,549     76,964     77,061
Investment-type insurance contracts
 (Note 4)..........................   1,456,634  1,453,909  1,277,362  1,256,129
</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 sheets for these instruments approximate their fair values.
 
     Investment securities: Fair values for fixed maturity securities are
  based on quoted market prices, where available. For fixed maturity
  securities not actively traded, fair values are estimated using values
  obtained from independent pricing services or, in the case of private
  placements, by discounting expected future cash flows using a current
  market rate applicable to the yield, credit quality and maturity of the
  investments. The fair value for equity securities is based on quoted market
  prices.
 
                                     F-10
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
     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.
 
     Reinsurance recoverables: The carrying values of reinsurance
  recoverables approximate their fair values.
 
     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.
 
 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. The Company has entered into interest rate swap contracts for the
purpose of converting either the variable interest rate characteristics of
certain investments to fixed rates or from fixed rates to variable rates. The
purpose of these swaps is to better match the invested assets of the Company
with 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 was $40,000,000 at December 31, 1998 and
$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.
 
 Accounting Changes
 
   In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Company's net income or stockholder's equity.
 
   SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities, which prior to adoption were reported
separately in equity, to be included in other comprehensive income. Prior year
consolidated financial statements have been reclassified to conform to the
requirements of SFAS No. 130.
 
   SFAS No. 132, "Employer's Disclosures about Pension and Other
Postretirement Benefits," enhances disclosure requirements from previously
adopted SFAS Nos. 87 and 106. This standard has no financial impact and was
adopted at year end 1998.
 
 Reclassification
 
   Certain amounts for 1997 and 1996 have been reclassified to conform to the
current year presentation.
 
                                     F-11
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
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, 1998 and 1997, the Company's statutory stockholder's
equity was $226,345,000 and $188,193,000, respectively. Statutory net gain
from operations and net income for each of the three years in the period ended
December 31, 1998 were as follows:
 
<TABLE>
<CAPTION>
                                                        Year ended December 31
                                                        -----------------------
                                                         1998    1997    1996
                                                        ------- ------- -------
                                                            (In Thousands)
      <S>                                               <C>     <C>     <C>
      Net gain from operations......................... $36,305 $18,545 $10,898
      Net income.......................................  44,692  14,540  10,381
</TABLE>
 
3. Investment Operations
 
   The Company's investments in securities are summarized as follows:
 
<TABLE>
<CAPTION>
                                                 December 31, 1998
                                    -------------------------------------------
                                                 Gross      Gross
                                    Amortized  Unrealized Unrealized
                                       Cost      Gains      Losses   Fair Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
   <S>                              <C>        <C>        <C>        <C>
   Fixed maturities:
     U.S. Treasury securities and
      obligations of U.S.
      government corporations and
      agencies..................... $   83,444  $ 1,848    $  (159)  $   85,133
     Obligations of states and
      political subdivisions            27,093    2,160        --        29,253
     Debt securities issued by
      foreign governments                4,416       82        (24)       4,474
     Corporate securities..........    411,490   12,676     (2,877)     421,289
     Mortgage-backed securities....    712,853    9,028     (3,833)     718,048
     Redeemable preferred stocks...     18,409      524         (9)      18,924
                                    ----------  -------    -------   ----------
   Total...........................  1,257,705   26,318     (6,902)   1,277,121
   Equity securities...............     36,214    5,981     (1,822)      40,373
                                    ----------  -------    -------   ----------
                                    $1,293,919  $32,299    $(8,724)  $1,317,494
                                    ==========  =======    =======   ==========
</TABLE>
 
                                     F-12
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
 
<TABLE>
<CAPTION>
                                                 December 31, 1997
                                    -------------------------------------------
                                                 Gross      Gross
                                    Amortized  Unrealized Unrealized
                                       Cost      Gains      Losses   Fair Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
   <S>                              <C>        <C>        <C>        <C>
   Fixed maturities:
     U.S. Treasury securities and
      obligations of U.S.
      government corporations and
      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
                                    ==========  =======    =======   ==========
<CAPTION>
</TABLE>
 
   The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1998, 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............................ $    8,022 $    8,120
      Due after one year through five years..............    194,668    199,802
      Due after five years through 10 years..............    221,128    228,871
      Due after 10 years.................................    121,034    122,280
                                                          ---------- ----------
                                                             544,852    559,073
      Mortgage-backed securities.........................    712,853    718,048
                                                          ---------- ----------
      Total fixed maturity securities.................... $1,257,705 $1,277,121
                                                          ========== ==========
</TABLE>
 
                                      F-13
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(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
                                                               -----------------
                                                                 1998     1997
                                                               -------- --------
                                                                (In Thousands)
      <S>                                                      <C>      <C>
      State:
        California............................................ $ 69,913 $ 71,675
        Arizona...............................................   65,135   65,030
        Missouri..............................................   62,462   51,839
        Texas.................................................   59,900   60,821
        Florida...............................................   49,789   42,549
        Utah..................................................   44,110   37,821
        Kansas................................................   38,509   34,267
        Oklahoma..............................................   38,394   47,569
        Washington............................................   38,136   39,824
        Other.................................................  408,769  390,754
                                                               -------- --------
                                                               $875,117 $842,149
                                                               ======== ========
</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>
                                                             1998  1997   1996
                                                             ---- ------ ------
                                                               (In Thousands)
      <S>                                                    <C>  <C>    <C>
      Impaired mortgage loans............................... $--  $1,069 $2,516
      Allowance for credit losses...........................  --     244    691
                                                             ---- ------ ------
      Net recorded investment in impaired loans............. $--  $  825 $1,825
                                                             ==== ====== ======
      Average recorded investment in impaired loans......... $413 $1,325 $2,667
                                                             ==== ====== ======
      Interest income on impaired loans..................... $--  $   57 $  115
                                                             ==== ====== ======
</TABLE>
 
   Bonds, mortgage loans, preferred stocks and common stocks approximating
$4,900,000 and $4,600,000 were on deposit with regulatory authorities at
December 31, 1998 and 1997, respectively.
 
                                     F-14
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   Set forth below is a summary of consolidated net investment income for the
years ended December 31:
 
<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                     -------- -------- --------
                                                           (In Thousands)
      <S>                                            <C>      <C>      <C>
      Fixed maturities:
        Bonds....................................... $ 94,975 $ 92,741 $ 86,066
        Redeemable preferred stocks.................    1,603    1,309      814
      Equity securities:
        Common stocks...............................      702      793      579
        Nonredeemable preferred stocks..............      237      541      438
      Mortgage loans on real estate.................   75,768   66,053   52,973
      Real estate...................................       18      612      935
      Policy loans..................................    3,667    3,906    3,953
      Short-term investments........................    4,334    2,955    3,016
      Other.........................................    2,685    1,223      269
                                                     -------- -------- --------
                                                      183,989  170,133  149,043
      Less:
        Investment expenses.........................    2,461    2,175    2,479
                                                     -------- -------- --------
      Net investment income from continuing
       operations................................... $181,528 $167,958 $146,564
                                                     ======== ======== ========
</TABLE>
 
   Realized gains (losses) on securities disposed of during 1998, 1997 and
1996 consisted of the following:
 
<TABLE>
<CAPTION>
                                                     1998     1997     1996
                                                    -------  -------  -------
                                                        (In Thousands)
      <S>                                           <C>      <C>      <C>
      Fixed maturity securities:
        Gross realized gains....................... $ 5,149  $10,499  $ 7,953
        Gross realized losses......................  (1,420)  (4,690)  (1,622)
      Equity securities:
        Gross realized gains.......................   7,395    3,204    2,001
        Gross realized losses......................  (1,636)    (777)     --
      Other investments............................   1,068   (3,115)  (2,426)
                                                    -------  -------  -------
      Net realized gains........................... $10,556  $ 5,121  $ 5,906
                                                    =======  =======  =======
</TABLE>
 
   Sales of investments in securities in 1998, 1997 and 1996, excluding
maturities and calls, resulted in gross realized gains of $10,980,000,
$8,362,000 and $9,798,800 and gross realized losses of $2,304,500, $1,017,000
and $1,290,500 respectively.
 
   There were no nonincome producing investments at December 31, 1998 and
1997.
 
   The Company began investing in the Cypress Tree Investment Fund LLC during
1998. The Company has invested $40 million in the partnership, which primarily
invests in senior secured loans. The Company's portion of the investment is
approximately 43% of the total fund value at December 31, 1998 and has been
recorded under the guidelines of equity accounting. This investment is
classified in other investments on the balance sheets, with unrealized gains
and losses being reflected in accumulated other comprehensive income.
 
                                     F-15
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
4. Investment Contracts
 
   The carrying amounts and fair values of the Company's liabilities for
investment-type insurance contracts (included with future policy benefits,
contract account balances and separate accounts in the balance sheets) at
December 31 are as follows:
 
<TABLE>
<CAPTION>
                                            1998                  1997
                                    --------------------- ---------------------
                                     Carrying     Fair     Carrying     Fair
                                      Amount     Value      Amount     Value
                                    ---------- ---------- ---------- ----------
                                                  (In Thousands)
      <S>                           <C>        <C>        <C>        <C>
      Guaranteed investment
       contracts................... $  640,137 $  651,809 $  660,782 $  662,281
      Flexible and single premium
       deferred annuities..........    516,131    495,873    539,616    516,343
      Separate accounts............    300,366    306,227     76,964     77,505
                                    ---------- ---------- ---------- ----------
      Total investment-type
       insurance contracts......... $1,456,634 $1,453,909 $1,277,362 $1,256,129
                                    ========== ========== ========== ==========
</TABLE>
 
   Fair values of the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.
 
5. Commitments and Contingencies
 
   The Company leases equipment and certain office facilities from others
under operating leases through 2003. Certain other equipment and facilities
are rented monthly. Rental expense amounted to $1,364,000, $2,137,000 and
$2,117,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
As of December 31, 1998, the minimum future payments under noncancelable
operating leases for each of the next five years are as follows (in
thousands):
 
<TABLE>
             <S>                                <C>
             1999.............................. $  901
             2000..............................    622
             2001..............................    504
             2002..............................    265
             2003..............................     58
                                                ------
               Total........................... $2,350
                                                ======
</TABLE>
 
   Total outstanding commitments to fund mortgage loans were $32,275,000 and
$74,496,000 at December 31, 1998 and 1997, 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, these matters will not have a materially adverse effect on the
operations or financial position of the Company.
 
                                     F-16
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
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   1998      1997
                                               ------------ --------  --------
                                                       (In Thousands)
      <S>                                      <C>          <C>       <C>
      Home office building, including land
       with a cost of $425,000...............       2%      $ 23,158  $ 23,158
      Other real estate not held-for-sale or
       rental................................       4%           820       973
      Less accumulated depreciation..........                (13,097)  (12,530)
                                                            --------  --------
                                                              10,881    11,601
      Equipment and software.................     5%-33%      21,701    23,937
      Less accumulated depreciation..........                (16,306)  (18,785)
                                                            --------  --------
                                                               5,395     5,152
                                                            --------  --------
      Total property, equipment and software.               $ 16,276  $ 16,753
                                                            ========  ========
</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>
                                                     1998      1997     1996
                                                    -------  --------  -------
                                                         (In Thousands)
<S>                                                 <C>      <C>       <C>
Current............................................ $16,442  $ 10,948  $ 6,757
Deferred:
  Deferred policy acquisition costs................  (3,385)      143    1,322
  Future policy benefits...........................   6,620     3,783    2,424
  Accrual of discount..............................     560       197      408
  Tax on realized gains greater than book..........  (1,610)      571   (1,076)
  Recognition of tax effect previously deferred on
   sale of affiliate stock in prior period.........  (1,311)  (11,169)     --
  Employee benefit plans...........................  (2,014)   (2,206)      86
  Prior year taxes.................................   1,018       --       --
  Other, net.......................................     485       265      982
                                                    -------  --------  -------
                                                        363    (8,416)   4,146
                                                    -------  --------  -------
Total..............................................  16,805     2,532   10,903
Less taxes from discontinued operations:
  Current..........................................     --        --      (149)
  Deferred.........................................     --        --       884
                                                    -------  --------  -------
                                                        --        --       735
                                                    -------  --------  -------
Total taxes from continuing operations............. $16,805  $  2,532  $10,168
                                                    =======  ========  =======
</TABLE>
 
   The Company did not record any valuation allowances against deferred tax
assets at December 31, 1998, 1997 or 1996.
 
                                     F-17
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(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>
                                                       1998     1997     1996
                                                      -------  -------  -------
                                                          (In Thousands)
      <S>                                             <C>      <C>      <C>
      Application of statutory rate to income before
       taxes on income..............................  $19,296  $13,552  $ 9,888
      Tax-exempt municipal bond interest and
       dividends received deductions................     (287)    (361)    (291)
      Recognition of tax effect previously deferred
       on sale of affiliate stock in a prior period.   (1,311) (11,169)     --
      Other.........................................     (893)     510      571
                                                      -------  -------  -------
                                                      $16,805  $ 2,532  $10,168
                                                      =======  =======  =======
</TABLE>
 
   The significant components comprising the Company's deferred tax assets and
liabilities as of December 31, 1998 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                 1998    1997
                                                                ------- -------
                                                                (In Thousands)
      <S>                                                       <C>     <C>
      Deferred tax liabilities:
        Deferred acquisition costs............................. $26,340 $29,641
        Unrealized investment gains and losses.................   5,778   7,735
        Other..................................................   9,860   9,655
                                                                ------- -------
      Total deferred tax liability.............................  41,978  47,031
      Deferred tax assets:
        Reserve for future policy benefits.....................  15,093  21,411
        Accrued expenses.......................................  10,969   8,504
        Other..................................................   5,266   4,872
                                                                ------- -------
      Total deferred tax assets................................  31,328  34,787
                                                                ------- -------
      Net deferred tax liability............................... $10,650 $12,244
                                                                ======= =======
</TABLE>
 
   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 $278,000,000 at December 31,
1998.
 
                                     F-18
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
8. Benefit Plans
 
 Trusteed Employee Retirement 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 1998, approximately
$3.1 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 following table sets forth the plan's funded status at December 31:
 
<TABLE>
<CAPTION>
                                                               1998     1997
                                                              -------  -------
                                                              (In Thousands)
      <S>                                                     <C>      <C>
      Change in benefit obligations:
        Benefit obligation at beginning of year.............. $62,683  $57,187
        Service cost.........................................   1,873    1,767
        Interest cost........................................   4,557    4,374
        Plan participants' contributions.....................       1        1
        Amendments...........................................     --       118
        Actuarial losses.....................................   1,249    3,627
        Benefits paid........................................  (3,419)  (4,391)
                                                              -------  -------
      Benefit obligation at end of year......................  66,944   62,683
      Change in plan assets:
        Fair value of plan assets at beginning of year.......  85,605   79,679
        Actual return on plan assets.........................  12,988   10,316
        Plan participant's contributions.....................       1        1
        Benefits paid........................................  (3,419)  (4,391)
                                                              -------  -------
      Fair value of plan assets at end of year...............  95,175   85,605
                                                              -------  -------
      Funded status of the plan..............................  28,231   22,922
      Unrecognized net actuarial loss........................ (26,877) (23,519)
      Unrecognized prior service cost........................   1,342    2,034
      Unrecognized net asset at January 1, 1987 being
       recognized over 15 years..............................    (883)  (1,177)
      Adjustment to recognized minimum liability.............      (2)     (50)
                                                              -------  -------
      Prepaid pension cost................................... $ 1,811  $   210
                                                              =======  =======
</TABLE>
 
                                     F-19
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   The additional minimum pension liability noted above results from the
pension plan for the Company's subsidiary, BMA Financial Services, Inc.
 
<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                      -------  -------  ------
                                                          (In Thousands)
<S>                                                   <C>      <C>      <C>
Net pension cost included the following components:
  Service cost--benefits earned during the period.... $ 1,873  $ 1,767  $1,797
  Interest cost on projected benefit obligation......   4,557    4,374   4,195
  Actual return on plan assets....................... (12,988) (10,316) (9,745)
  Net amortization and deferral......................   5,005    2,812   3,102
                                                      -------  -------  ------
Net pension benefit.................................. $(1,553) $(1,363) $ (651)
                                                      =======  =======  ======
</TABLE>
 
   In determining the actuarial present value of the projected benefit
obligation, the weighted-average discount rate utilized was 7% for 1998, 7.5%
for 1997 and 8% for 1996. The rate of increase in future compensation levels
used for 1998 was 7% for employees at the younger attained ages grading to 3%
for older employees, the rate was 5% for 1997 and 5.5% for 1996. The expected
long-term rate of return on assets was 8% in 1998, 1997 and 1996.
 
 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.
 
                                     F-20
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   The following table sets forth the combined supplemental retirement
programs' and deferred compensation plan's funded status at December 31:
 
<TABLE>
<CAPTION>
                                                              1998      1997
                                                            --------  --------
                                                             (In Thousands)
      <S>                                                   <C>       <C>
      Change in benefit obligations:
        Benefit obligation at beginning of year............ $ 11,281  $ 10,179
        Service cost.......................................      235       190
        Interest cost......................................      813       783
        Actuarial losses...................................    1,085     1,050
        Benefits paid......................................     (902)     (921)
                                                            --------  --------
      Benefit obligation at end of year....................   12,512    11,281
      Change in plan assets:
        Fair value of plan assets at beginning and end of
         year..............................................      --        --
                                                            --------  --------
      Funded status of the plan (underfunded)..............  (12,512)  (11,281)
      Unrecognized net actuarial loss......................    3,164     2,260
      Unrecognized prior service cost......................      659       888
      Unrecognized net asset at January 1, 1987 being
       recognized over 15 years............................      389       519
      Adjustment to recognized minimum liability...........   (2,789)   (2,486)
                                                            --------  --------
      Accrued pension cost.................................  (11,089)  (10,100)
      Accrued benefit liability............................   10,041     8,653
      Intangible asset.....................................    1,048     1,447
                                                            --------  --------
      Net amount recognized................................ $    --   $    --
                                                            ========  ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                           1998   1997   1996
                                                          ------ ------ ------
                                                             (In Thousands)
      <S>                                                 <C>    <C>    <C>
      Net pension cost included the following
       components:
        Service cost--benefits earned during the period.  $  235 $  190 $  189
        Interest cost on projected benefit obligation...     813    783    761
        Net amortization and deferral...................     541    469    513
                                                          ------ ------ ------
      Net pension cost..................................  $1,589 $1,442 $1,463
                                                          ====== ====== ======
</TABLE>
 
   In determining the actuarial present value of the projected benefit
obligation, the weighted-average discount rate utilized was 7% for 1998, 7.5%
for 1997 and 8% for 1996. The rate of increase in future compensation levels
used was 4.5% for 1998, 5% for 1997 and 5.5% for 1996.
 
 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 $1,153,000 in 1998, $1,099,000 in 1997 and $1,284,000 in 1996.
Participants are fully vested in the Company match after five years of
service.
 
                                     F-21
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   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 $33,000 in 1998, $230,000 in 1997 and $225,000 in 1996.
 
 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.
 
   The following table presents the plan's funded status at December 31:
 
<TABLE>
<CAPTION>
                                                               1998     1997
                                                              -------  -------
                                                              (In Thousands)
      <S>                                                     <C>      <C>
      Change in benefit obligations:
        Projected benefit obligation at beginning of year.... $11,490  $12,253
        Service cost.........................................     108      122
        Interest cost........................................     777      878
        Amendments...........................................     --      (793)
        Actuarial losses.....................................     260      143
        Benefits paid........................................  (1,234)  (1,113)
                                                              -------  -------
      Projected benefit obligation at end of year............  11,401   11,490
      Change in plan assets:
        Fair value of plan assets at beginning and end of
         year................................................     --       --
                                                              -------  -------
      Funded status of the plan (underfunded)................ (11,401) (11,490)
      Unrecognized net actuarial loss........................     529      268
      Unrecognized prior service cost........................   2,215    2,808
      Unrecognized transition obligation.....................   4,107    4,873
                                                              -------  -------
      Accrued pension cost...................................  (4,550)  (3,541)
      Accrued benefit liability..............................   4,550    3,541
                                                              -------  -------
      Net amount recognized.................................. $   --   $   --
                                                              =======  =======
</TABLE>
 
                                     F-22
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   Net periodic postretirement benefit cost includes the following components:
 
<TABLE>
<CAPTION>
                                                             1998   1997   1996
                                                            ------ ------ ------
                                                               (In Thousands)
      <S>                                                   <C>    <C>    <C>
      Service cost........................................  $  108 $  122 $  118
      Interest cost.......................................     777    878    867
      Amortization of transition obligation over 20 years.     293    327    327
      Amortization of past service costs..................     295    407    407
                                                            ------ ------ ------
      Net periodic benefit cost...........................   1,473  1,734  1,719
      Plan curtailment adjustment.........................     770    --     --
                                                            ------ ------ ------
      Final periodic postretirement benefit cost..........  $2,243 $1,734 $1,719
                                                            ====== ====== ======
</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.
 
   The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7%, 7.25% and 7.5% at December 31, 1998,
1997 and 1996, respectively.
 
   As part of the restatement of the 1998 net periodic postretirement benefit
cost, a curtailment loss was recognized. The curtailment resulted from closing
certain field locations in March 1998.
 
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>
                                                     1998      1997      1996
                                                   --------  --------  --------
                                                         (In Thousands)
      <S>                                          <C>       <C>       <C>
      Direct...................................... $118,315  $118,192  $124,912
      Assumed.....................................  152,844   134,541   116,154
      Ceded.......................................  (73,466)  (54,613)  (38,114)
                                                   --------  --------  --------
      Total net premium........................... $197,693  $198,120  $202,952
                                                   ========  ========  ========
</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, $1,000,000 on
individual life insurance assumed and $200,000 on an individual life insured
under a single group life policy. As of December 31, 1998, the Company had
ceded to other life insurance companies individual life insurance in force of
approximately $29.6 billion and group life of approximately $890 million.
 
   Benefits and reserves ceded to other insurers amounted to $54,670,000,
$42,069,000 and $28,132,000 during the years ended December 31, 1998, 1997 and
1996, respectively. At December 31, 1998 and 1997, policy reserves ceded to
other insurers were $77,460,000 and $55,568,000, respectively. Claim reserves
ceded amounted to $18,016,000 and $16,432,000 at December 31, 1998 and 1997,
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.
 
                                     F-23
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
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 1998, 1997 or
1996. The Company retrocedes a portion of the life insurance it assumes to
Generali. In accordance with this agreement, the Company ceded premiums of
$756,000, $873,000 and $1,035,000 during 1998, 1997 and 1996, respectively.
The Company ceded claims of $240,000 during 1998 and no claims during 1997 or
1996.
 
   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, $8 million, $35 million and $60
million in account balances were ceded to Generali in 1998, 1997 and 1996,
respectively, and Generali loaned such amounts back to the Company. Account
balances ceded and loaned back at December 31, 1998 and 1997 were $196 million
and $213 million, respectively. The recoverable amount from Generali was
offset against the loan. The net expense related to this agreement was
$1,564,000, $1,895,000 and $1,344,000 for the years ended December 31, 1998,
1997 and 1996, respectively. The Company held payables to Generali of $771,000
and $799,000 at December 31, 1998 and 1997, respectively.
 
11. Stockholder's Equity
 
   The changes in net unrealized gains (losses) that have been included in the
balance sheet caption "other accumulated comprehensive income" in
stockholder's equity are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                1998     1997
                                                               -------  -------
                                                               (In Thousands)
      <S>                                                      <C>      <C>
      Net unrealized gains (losses) on securities:
        Fixed maturities...................................... $19,416  $17,560
        Equity securities.....................................   4,159   10,999
        Securities held in separate account...................   1,593      334
        Other.................................................    (438)     --
                                                               -------  -------
      Net unrealized gains....................................  24,730   28,893
      Adjustment to deferred policy acquisition costs.........  (8,707)  (7,224)
      Adjustment to unearned revenue reserve..................     485      430
      Deferred income taxes...................................  (5,778)  (7,735)
                                                               -------  -------
      Net unrealized gains.................................... $10,730  $14,364
                                                               =======  =======
</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 year ended 1996 and the consolidated financial
statements reported separately the net assets and operating results of the
discontinued operations.
 
   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 consolidated financial statements. The agreement provided for the
reinsurance of substantially all of the Company's remaining group and
individual medical business through the renewal dates of the related
contracts. Under the agreement, the Company continued to remain primarily
liable for claims, billing and receipts through the next anniversary dates of
the policies reinsured. The estimated gain on disposal of this 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.
 
                                     F-24
<PAGE>
 
                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                 (A Member of the Generali Group of Companies)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
13. Impact of Year 2000 (Unaudited)
 
   The Company continues to monitor the potential impact of the year 2000 on
its systems and that of its primary vendors and business partners. This
assessment extends to both informational technology systems and noninformation
technology systems. All identified modifications to critical operating systems
have been completed as of December 31, 1998, and the Company continues to
validate completed systems to ensure ongoing compliance. Contingency plans are
being developed and management estimates that these plans will be completed by
mid 1999, which is prior to any anticipated impact on its operating systems.
Total costs of the modifications have been immaterial to the Company's
operations and have been expensed as incurred.
 
   The Company does face the risk that one or more of its critical suppliers
or customers (external relationships) will not be able to interact with the
Company due to the third parties' inability to resolve their own year 2000
issues. The Company is actively monitoring the compliance programs of those
third parties, and formal communication has been initiated with all major
outside service providers. However, the Company is unable to predict with
certainty to what extent its external relationships will be year 2000 ready.
 
   The forecast costs, consequences of the year 2000 problem and the dates on
which the Company believes it will complete its various year 2000 computer
modifications are based on its best estimates, which, in turn, were based on
numerous assumptions of future events, including third-party modification and
compliance plans, continued availability of resources and other factors. The
Company cannot be sure that these estimates will be achieved or that the
assumptions are accurate, and actual results could differ materially from
those anticipated.
 
                                     F-25




APPENDIX A

                         ILLUSTRATION OF POLICY VALUES

                                   VERSION A
 
     In order to show You how the Policy  works,  We created  some  hypothetical
examples.  We  chose  two  males  ages  45 and  55  and a  female  age  50.  Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco  rates.  The  initial and  Planned  Premiums  are shown in the upper
portion of each illustration.  The Death Proceeds,  Accumulation Values and Cash
Surrender  Values  would be  lower  if the  Primary  Insured  was in a  standard
non-tobacco,  tobacco or special Rate Class since the cost of insurance  charges
would increase.
 
     There are three illustrations--all of which are based on the above. We also
assumed that the underlying  Investment  Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option would earn these rates
of  return  before  the  deduction  of the  operating  expenses  (including  the
management  fee).  When  these  costs are taken  into  account,  the net  annual
investment  return  rates  (net of an average  of  approximately  .89% for these
charges) are approximately -.89%, 5.11% and 11.11%.
 
     It is important to be aware that this illustration  assumes a level rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of Your Policy. In order to properly show You how
the Policy actually works, We calculated values for the Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding loans and loan interest accrued.

     We used the charges We described in the Expenses Section of the Prospectus.
These charges are: (1) Premium Charge;  (2) Policy Charge;  and (3) Risk Charge.
We also deducted for the cost of insurance based on both the current charges and
the guaranteed charges.  The values also assume that each Investment Option will
incur  expenses  annually  which are  assumed  to be  approximately  .89% of the
average net assets of the Investment Option. This is the average of the fees and
expenses of the  Investment  Options in 1998.  The  expenses of .89% reflect the
voluntary waiver of certain advisory fees and/or the  reimbursement of operating
expenses  for certain  Investment  Options (as noted under  Expenses--Investment
Option Expenses in Part I of this prospectus). If the advisory fees had not been
waived and/or if expenses had not been  reimbursed,  the average  expenses would
have been approximately 2.45%. The investment advisers currently anticipate that
the current waiver and/or  reimbursement  arrangements  will continue through at
least May 1, 2000 to the extent necessary to maintain  competitive  total annual
portfolio  expense  levels  as  described  under   Expenses--Investment   Option
Expenses.  However,  certain advisers have the right to terminate waivers and/or
reimbursements  at any time at  their  sole  discretion.  If the  waiver  and/or
reimbursement arrangements were not in effect, the Death Proceeds,  Accumulation
Values and the Cash Surrender Values shown in the  illustrations  below would be
lower. The illustration assumes no loans were taken.
 
     There is also a column  labeled  "Premiums  Accumulated  at 5% Interest Per
Year." This shows how the Premium grows if it was invested at 5% per year.
 
     We will furnish You, upon request, a comparable  personalized  illustration
reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned
Premiums,  and reflecting  both the current cost of insurance and the guaranteed
cost of insurance.

 
<TABLE>
<CAPTION>
                                       BMA
                         Clarity Variable Universal Life
      Male Age 45 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium: $1,980 Assuming Guaranteed Charges Death Benefit Option: Level

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
                                                                                                                                    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,079          150,000          150,000          150,000            1,055            1,141            1,227       
                                                                                                                                    
      2           4,262          150,000          150,000          150,000            2,234            2,478            2,733       
                                                                                                                                    
      3           6,554          150,000          150,000          150,000            3,356            3,834            4,354       
                                                                                                                                    
      4           8,961          150,000          150,000          150,000            4,419            5,207            6,100       
                                                                                                                                    
      5          11,488          150,000          150,000          150,000            5,418            6,594            7,980       
                                                                                                                                    
      6          14,141          150,000          150,000          150,000            6,352            7,993           10,008       
                                                                                                                                    
      7          16,927          150,000          150,000          150,000            7,213            9,395           12,189       
                                                                                                                                    
      8          19,853          150,000          150,000          150,000            7,992           10,793           14,533       
                                                                                                                                    
      9          22,924          150,000          150,000          150,000            8,682           12,178           17,052       
                                                                                                                                    
     10          26,149          150,000          150,000          150,000            9,273           13,539           19,754       
                                                                                                                                    
     11          29,536          150,000          150,000          150,000            9,828           14,960           22,781       
                                                                                                                                    
     12          33,092          150,000          150,000          150,000           10,268           16,348           26,050       
                                                                                                                                    
     13          36,825          150,000          150,000          150,000           10,586           17,697           29,588       
                                                                                                                                    
     14          40,746          150,000          150,000          150,000           10,774           18,996           33,424       
                                                                                                                                    
     15          44,862          150,000          150,000          150,000           10,816           20,230           37,587       
                                                                                                                                    
     16          49,184          150,000          150,000          150,000           10,696           21,381           42,110       
                                                                                                                                    
     17          53,722          150,000          150,000          150,000           10,394           22,430           47,033       
                                                                                                                                    
     18          58,487          150,000          150,000          150,000            9,884           23,348           52,401       
                                                                                                                                    
     19          63,491          150,000          150,000          150,000            9,134           24,104           58,263       
                                                                                                                                    
     20          68,744          150,000          150,000          150,000            8,110           24,660           64,683       
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.89% Net)     (5.11% Net)     (11.11% Net)
- -------------    ------------    -------------
                                            
        <S>              <C>              <C>
        0                0                0
                                            
        0                3              258
                                            
      881            1,359            1,879
                                            
    1,944            2,732            3,625
                                            
    3,364            4,540            5,926
                                            
    4,694            3,662            8,350
                                            
    5,975            8,158           10,952
                                            
    7,175            9,976           13,716
                                            
    8,261           11,757           16,631
                                            
    9,273           13,539           19,754
                                            
    9,828           14,960           22,781
                                            
   10,268           16,348           26,050
                                            
   10,586           17,697           29,588
                                            
   10,774           18,996           33,424
                                            
   10,816           20,230           37,587
                                            
   10,696           21,381           42,110
                                            
   10,394           22,430           47,033
                                            
    9,884           23,348           52,401
                                            
    9,134           24,104           58,263
                                            
    8,110           24,660           64,683
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.


<TABLE>
<CAPTION>

                                       BMA
                         Clarity Variable Universal Life
      Male Age 45 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $1,980                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
                                                                                                                                    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,079          150,000          150,000          150,000            1,079            1,166            1,253       
                                                                                                                                    
      2           4,262          150,000          150,000          150,000            2,362            2,611            2,872       
                                                                                                                                    
      3           6,554          150,000          150,000          150,000            3,605            4,100            4,637       
                                                                                                                                    
      4           8,961          150,000          150,000          150,000            4,808            5,634            6,567       
                                                                                                                                    
      5          11,488          150,000          150,000          150,000            5,973            7,216            8,676       
                                                                                                                                    
      6          14,141          150,000          150,000          150,000            7,099            8,849           10,987       
                                                                                                                                    
      7          16,927          150,000          150,000          150,000            8,185           10,532           13,518       
                                                                                                                                    
      8          19,853          150,000          150,000          150,000            9,231           12,266           16,291       
                                                                                                                                    
      9          22,924          150,000          150,000          150,000           10,234           14,053           19,332       
                                                                                                                                    
     10          26,149          150,000          150,000          150,000           11,190           15,891           22,664       
                                                                                                                                    
     11          29,536          150,000          150,000          150,000           12,175           17,881           26,458       
                                                                                                                                    
     12          33,092          150,000          150,000          150,000           13,108           19,932           30,636       
                                                                                                                                    
     13          36,825          150,000          150,000          150,000           13,983           22,041           35,238       
                                                                                                                                    
     14          40,746          150,000          150,000          150,000           14,803           24,214           40,317       
                                                                                                                                    
     15          44,862          150,000          150,000          150,000           15,561           26,450           45,926       
                                                                                                                                    
     16          49,184          150,000          150,000          150,000           16,195           28,692           52,077       
                                                                                                                                    
     17          53,722          150,000          150,000          150,000           16,758           30,996           58,885       
                                                                                                                                    
     18          58,487          150,000          150,000          150,000           17,258           33,372           66,438       
                                                                                                                                    
     19          63,491          150,000          150,000          150,000           17,685           35,817           74,821       
                                                                                                                                    
     20          68,744          150,000          150,000          150,000           18,038           38,335           84,142       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.89% Net)     (5.11% Net)     (11.11% Net)
- -------------    ------------    -------------
                                            
        <S>              <C>              <C>
        0                0                0
                                            
        0              136              397
                                            
    1,130            1,625            2,162
                                            
    2,333            3,159            4,092
                                            
    3,918            5,162            6,622
                                            
    5,441            7,190            9,329
                                            
    6,948            9,294           12,280
                                            
    8,414           11,450           15,474
                                            
    9,813           13,632           18,911
                                            
   11,190           15,891           22,664
                                            
   12,175           17,881           26,458
                                            
   13,108           19,932           30,636
                                            
   13,983           22,041           35,238
                                            
   14,803           24,214           40,317
                                            
   15,561           26,450           45,926
                                            
   16,195           28,692           52,077
                                            
   16,758           30,996           58,885
                                            
   17,258           33,372           66,438
                                            
   17,685           35,817           74,821
                                            
   18,038           38,335           84,142
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.



<TABLE>
<CAPTION>
                                       BMA
                         Clarity Variable Universal Life
      Male Age 55 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $3,654                                                     Assuming Guaranteed Charges                            

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           3,837          150,000          150,000          150,000            1,956            2,116            2,276       
      2           7,865          150,000          150,000          150,000            3,957            4,404            4,871       
      3          12,095          150,000          150,000          150,000            5,817            6,683            7,627       
      4          16,537          150,000          150,000          150,000            7,532            8,948           10,555       
      5          21,200          150,000          150,000          150,000            9,089           11,184           13,664       
      6          26,097          150,000          150,000          150,000           10,475           13,378           16,964       
      7          31,238          150,000          150,000          150,000           11,676           15,514           20,469       
      8          36,637          150,000          150,000          150,000           12,670           17,571           24,186       
      9          42,306          150,000          150,000          150,000           13,433           19,520           28,126       
     10          48,258          150,000          150,000          150,000           13,936           21,333           32,301       
     11          54,507          150,000          150,000          150,000           14,271           23,139           36,948       
     12          61,069          150,000          150,000          150,000           14,299           24,774           41,934       
     13          67,959          150,000          150,000          150,000           13,990           26,207           47,306       
     14          75,194          150,000          150,000          150,000           13,313           27,408           53,125       
     15          82,790          150,000          150,000          150,000           12,223           28,333           59,463       
     16          90,767          150,000          150,000          150,000           10,652           28,918           66,397       
     17          99,142          150,000          150,000          150,000            8,430           29,005           73,975       
     18         107,936          150,000          150,000          150,000            5,609           28,630           82,415       
     19         117,169          150,000          150,000          150,000            1,961           27,584           91,833       
     20         126,864            Lapse          150,000          150,000            Lapse           25,706          102,456       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.89% Net)     (5.11% Net)     (11.11% Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
      303              750            1,217
    2,163            3,029            3,973
    3,878            5,294            6,901
    6,056            8,151           10,631
    8,027           10,930           14,516
    9,849           13,687           18,642
   11,464           16,365           22,980
   12,812           18,899           27,504
   13,936           21,333           32,301
   14,271           23,139           36,948
   14,299           24,774           41,934
   13,990           26,207           47,306
   13,313           27,408           53,125
   12,223           28,333           59,463
   10,652           28,918           66,397
    8,430           29,005           73,975
    5,609           28,630           82,415
    1,961           27,584           91,833
    Lapse           25,706          102,456
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.

<TABLE>
<CAPTION>
                                       BMA
                         Clarity Variable Universal Life
      Male Age 55 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $3,654                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           3,837          150,000          150,000          150,000            2,263            2,432            2,602       
      2           7,865          150,000          150,000          150,000            4,677            5,166            5,675       
      3          12,095          150,000          150,000          150,000            7,003            7,969            9,018       
      4          16,537          150,000          150,000          150,000            9,240           10,845           12,659       
      5          21,200          150,000          150,000          150,000           11,384           13,793           16,626       
      6          26,097          150,000          150,000          150,000           13,436           16,817           20,961       
      7          31,238          150,000          150,000          150,000           15,389           19,916           25,697       
      8          36,637          150,000          150,000          150,000           17,244           23,094           30,883       
      9          42,306          150,000          150,000          150,000           18,990           26,345           36,565       
     10          48,258          150,000          150,000          150,000           20,616           29,666           42,793       
     11          54,507          150,000          150,000          150,000           22,240           33,227           49,879       
     12          61,069          150,000          150,000          150,000           23,751           36,898           57,726       
     13          67,959          150,000          150,000          150,000           25,149           40,687           66,439       
     14          75,194          150,000          150,000          150,000           26,429           44,604           76,137       
     15          82,790          150,000          150,000          150,000           27,573           48,645           86,948       
     16          90,767          150,000          150,000          150,000           28,271           52,568           98,885       
     17          99,142          150,000          150,000          150,000           28,775           56,596          112,281       
     18         107,936          150,000          150,000          150,000           29,116           60,774          127,385       
     19         117,169          150,000          150,000          157,427           29,280           65,116          144,428       
     20         126,864          150,000          150,000          174,803           29,227           69,620          163,367       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.89% Net)     (5.11% Net)     (11.11% Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
    1,023            1,512            2,021
    3,349            4,315            5,364
    5,586            7,191            9,005
    8,351           10,760           13,594
   10,988           14,369           18,513
   13,562           18,089           23,870
   16,038           21,888           29,677
   18,369           25,724           35,944
   20,616           29,666           42,793
   22,240           33,227           49,879
   23,751           36,898           57,726
   25,149           40,687           66,439
   26,429           44,604           76,137
   27,573           48,645           86,948
   28,271           52,568           98,885
   28,775           56,596          112,281
   29,116           60,774          127,385
   29,280           65,116          144,428
   29,227           69,620          163,367
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.


<TABLE>
<CAPTION>
                                       BMA
                         Clarity Variable Universal Life
     Female Age 50 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $2,232                                                     Assuming guaranteed Charges                            

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,344          150,000          150,000          150,000            1,161            1,258            1,354       
      2           4,804          150,000          150,000          150,000            2,442            2,712            2,996       
      3           7,388          150,000          150,000          150,000            3,655            4,184            4,759       
      4          10,101          150,000          150,000          150,000            4,795            5,665            6,651       
      5          12,950          150,000          150,000          150,000            5,862            7,156            8,683       
      6          15,941          150,000          150,000          150,000            6,853            8,655           10,870       
      7          19,082          150,000          150,000          150,000            7,769           10,161           13,229       
      8          22,379          150,000          150,000          150,000            8,611           11,677           15,781       
      9          25,842          150,000          150,000          150,000            9,383           13,207           18,552       
     10          29,478          150,000          150,000          150,000           10,082           14,749           21,564       
     11          33,295          150,000          150,000          150,000           10,778           16,397           24,978       
     12          37,303          150,000          150,000          150,000           11,381           18,049           28,704       
     13          41,512          150,000          150,000          150,000           11,869           19,684           32,761       
     14          45,931          150,000          150,000          150,000           12,215           21,276           37,171       
     15          50,572          150,000          150,000          150,000           12,392           22,801           41,963       
     16          55,444          150,000          150,000          150,000           12,387           24,244           47,184       
     17          60,559          150,000          150,000          150,000           12,187           25,593           52,890       
     18          65,931          150,000          150,000          150,000           11,788           26,843           59,157       
     19          71,571          150,000          150,000          150,000           11,185           27,988           66,072       
     20          77,493          150,000          150,000          150,000           10,362           29,014           73,731       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- -------------------------------------------------
                                               
                                               
             Cash Surrender Value
          Assuming Hypothetical Gross
          Annual Investment Return of
 ----------------------------------------------
  0 % Gross        6 % Gross       12% Gross
 (-0.89% Net)     (5.11% Net)     (11.11% Net)
 -------------    ------------    -------------
         <S>              <C>              <C>
         0                0                0
         0              201              485
     1,144            1,673            2,248
     2,284            3,154            4,140
     3,778            5,072            6,599
     5,171            6,973            9,188
     6,513            8,906           11,974
     7,782           10,848           14,952
     8,956           12,780           18,125
    10,082           14,749           21,564
    10,778           16,397           24,978
    11,381           18,049           28,704
    11,869           19,684           32,761
    12,215           21,276           37,171
    12,392           22,801           41,963
    12,387           24,244           47,184
    12,187           25,593           52,890
    11,788           26,843           59,157
    11,185           27,988           66,072
    10,362           29,014           73,731
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.


<TABLE>
<CAPTION>
                                       BMA
                         Clarity Variable Universal Life
     Female Age 50 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $2,232                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.89% Net)     (5.11% Net)      (11.11% Net)     (-0.89% Net)     (5.11% Net)      (11.11% Net)     
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,344          150,000          150,000          150,000            1,228            1,326            1,425       
      2           4,804          150,000          150,000          150,000            2,658            2,940            3,234       
      3           7,388          150,000          150,000          150,000            4,049            4,607            5,214       
      4          10,101          150,000          150,000          150,000            5,397            6,327            7,378       
      5          12,950          150,000          150,000          150,000            6,701            8,102            9,747       
      6          15,941          150,000          150,000          150,000            7,964            9,934           12,343       
      7          19,082          150,000          150,000          150,000            9,186           11,827           15,191       
      8          22,379          150,000          150,000          150,000           10,368           13,786           18,320       
      9          25,842          150,000          150,000          150,000           11,520           15,822           21,770       
     10          29,478          150,000          150,000          150,000           12,640           17,938           25,575       
     11          33,295          150,000          150,000          150,000           13,815           20,252           29,928       
     12          37,303          150,000          150,000          150,000           14,957           22,663           34,748       
     13          41,512          150,000          150,000          150,000           16,058           25,170           40,083       
     14          45,931          150,000          150,000          150,000           17,101           27,761           45,978       
     15          50,572          150,000          150,000          150,000           18,101           30,459           52,515       
     16          55,444          150,000          150,000          150,000           19,001           33,213           59,723       
     17          60,559          150,000          150,000          150,000           19,859           36,083           67,732       
     18          65,931          150,000          150,000          150,000           20,670           39,074           76,635       
     19          71,571          150,000          150,000          150,000           21,448           42,203           86,547       
     20          77,493          150,000          150,000          150,000           22,192           45,480           97,591       
</TABLE>

<TABLE>
<CAPTION>




                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.89% Net)     (5.11% Net)     (11.11% Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
      147              429              723
    1,538            2,096            2,703
    2,886            3,816            4,867
    4,617            6,018            7,663
    6,281            8,251           10,660
    7,930           10,571           13,935
    9,540           12,957           17,492
   11,093           15,395           21,344
   12,640           17,938           25,575
   13,815           20,252           29,928
   14,957           22,663           34,748
   16,058           25,170           40,083
   17,101           27,761           45,978
   18,101           30,459           52,515
   19,001           33,213           59,723
   19,859           36,083           67,732
   20,670           39,074           76,635
   21,448           42,203           86,547
   22,192           45,480           97,591
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.


                                    VERSION B
 
                         ILLUSTRATION OF POLICY VALUES
 
     In order to show You how the Policy  works,  We created  some  hypothetical
examples.  We  chose  two  males  ages  45 and  55  and a  female  age  50.  Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco  rates.  The  initial and  Planned  Premiums  are shown in the upper
portion of each illustration.  The Death Proceeds,  Accumulation Values and Cash
Surrender  Values  would be  lower  if the  Primary  Insured  was in a  standard
non-tobacco,  tobacco or special Rate Class since the cost of insurance  charges
would increase.
 
     There are three illustrations--all of which are based on the above. We also
assumed that the underlying  Investment  Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option would earn these rates
of  return  before  the  deduction  of the  operating  expenses  (including  the
management  fees).  When  these  costs are taken  into  account,  the net annual
investment  return  rates  (net of an average  of  approximately .96% for these
charges) are approximately -.96%, 5.04% and 11.04%.
 
     It is important to be aware that this illustration  assumes a level rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of Your Policy. In order to properly show You how
the Policy actually works, We calculated values for the Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding loans and loan interest accrued.

     We used the charges We described in the Expenses Section of the Prospectus.
These charges are: (1) Premium Charge;  (2) Policy Charge;  and (3) Risk Charge.
We also deducted for the cost of insurance based on both the current charges and
the guaranteed charges.  The values also assume that each Investment Option will
incur  expenses  annually  which are  assumed  to be  approximately  .96% of the
average net assets of the Investment Option. This is the average of the fees and
expenses of the  Investment  Options in 1998.  The  expenses of .96% reflect the
voluntary waiver of certain advisory fees and/or the  reimbursement of operating
expenses  for certain  Investment  Options (as noted under  Expenses--Investment
Option Expenses in Part I of this prospectus). If the advisory fees had not been
waived and/or if expenses had not been  reimbursed,  the average  expenses would
have been approximately 2.28%. The investment advisers currently anticipate that
the current waiver and/or  reimbursement  arrangements  will continue through at
least May 1, 2000 to the extent necessary to maintain  competitive  total annual
portfolio  expense  levels  as  described  under   Expenses--Investment   Option
Expenses.  However,  certain advisers have the right to terminate waivers and/or
reimbursements  at any time at  their  sole  discretion.  If the  waiver  and/or
reimbursement arrangements were not in effect, the Death Proceeds,  Accumulation
Values and the Cash Surrender Values shown in the  illustrations  below would be
lower. The illustration assumes no loans were taken.
 
     There is also a column  labeled  "Premiums  Accumulated  at 5% Interest Per
Year." This shows how the Premium grows if it was invested at 5% per year.
 
     We will furnish You, upon request, a comparable  personalized  illustration
reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned
Premiums,  and reflecting  both the current cost of insurance and the guaranteed
cost of insurance.

<TABLE>
<CAPTION>
                                       BMA
                      Advantage VUL Variable Universal Life
      Male Age 45 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $1,980                                                     Assuming Guaranteed Charges                            

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
                                                                                                                                    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,079          150,000          150,000          150,000            1,054            1,140            1,226       
                                                                                                                                    
      2           4,262          150,000          150,000          150,000            2,231            2,475            2,730       
                                                                                                                                    
      3           6,554          150,000          150,000          150,000            3,351            3,828            4,347       
                                                                                                                                    
      4           8,961          150,000          150,000          150,000            4,410            5,198            6,089       
                                                                                                                                    
      5          11,488          150,000          150,000          150,000            5,405            6,579            7,963       
                                                                                                                                    
      6          14,141          150,000          150,000          150,000            6,335            7,972            9,982       
                                                                                                                                    
      7          16,927          150,000          150,000          150,000            7,190            9,367           12,152       
                                                                                                                                    
      8          19,853          150,000          150,000          150,000            7,963           10,755           14,483       
                                                                                                                                    
      9          22,924          150,000          150,000          150,000            8,648           12,130           16,985       
                                                                                                                                    
     10          26,149          150,000          150,000          150,000            9,233           13,479           19,667       
                                                                                                                                    
     11          29,536          150,000          150,000          150,000            9,780           14,887           22,670       
                                                                                                                                    
     12          33,092          150,000          150,000          150,000           10,213           16,260           25,909       
                                                                                                                                    
     13          36,825          150,000          150,000          150,000           10,523           17,591           29,412       
                                                                                                                                    
     14          40,746          150,000          150,000          150,000           10,703           18,871           33,206       
                                                                                                                                    
     15          44,862          150,000          150,000          150,000           10,737           20,084           37,318       
                                                                                                                                    
     16          49,184          150,000          150,000          150,000           10,608           21,211           41,781       
                                                                                                                                    
     17          53,722          150,000          150,000          150,000           10,298           22,234           46,634       
                                                                                                                                    
     18          58,487          150,000          150,000          150,000            9,780           23,124           51,919       
                                                                                                                                    
     19          63,491          150,000          150,000          150,000            9,023           23,848           57,683       
                                                                                                                                    
     20          68,744          150,000          150,000          150,000            7,991           24,370           63,988       
</TABLE>


<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
                                            
        <S>              <C>              <C>
        0                0                0
                                            
        0                0              255
                                            
      876            1,353            1,872
                                            
    1,935            2,723            3,614
                                            
    3,351            4,525            5,909
                                            
    4,676            6,314            8,324
                                            
    5,953            8,129           10,915
                                            
    7,147            9,938           13,666
                                            
    8,227           11,709           16,564
                                            
    9,233           13,479           19,667
                                            
    9,780           14,887           22,670
                                            
   10,213           16,260           25,909
                                            
   10,523           17,591           29,412
                                            
   10,703           18,871           33,206
                                            
   10,737           20,084           37,318
                                            
   10,608           21,211           41,781
                                            
   10,298           22,234           46,634
                                            
    9,780           23,124           51,919
                                            
    9,023           23,848           57,683
                                            
    7,991           24,370           63,988
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.

<TABLE>
<CAPTION>
                                       BMA
                      Advantage VUL Variable Universal Life
      Male Age 45 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $1,980                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
                                                                                                                                    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,079          150,000          150,000          150,000            1,078            1,165            1,252       
                                                                                                                                    
      2           4,262          150,000          150,000          150,000            2,359            2,608            2,869       
                                                                                                                                    
      3           6,554          150,000          150,000          150,000            3,599            4,094            4,631       
                                                                                                                                    
      4           8,961          150,000          150,000          150,000            4,799            5,624            6,555       
                                                                                                                                    
      5          11,488          150,000          150,000          150,000            5,959            7,200            8,658       
                                                                                                                                    
      6          14,141          150,000          150,000          150,000            7,081            8,826           10,960       
                                                                                                                                    
      7          16,927          150,000          150,000          150,000            8,161           10,501           13,479       
                                                                                                                                    
      8          19,853          150,000          150,000          150,000            9,200           12,226           16,238       
                                                                                                                                    
      9          22,924          150,000          150,000          150,000           10,196           14,001           19,260       
                                                                                                                                    
     10          26,149          150,000          150,000          150,000           11,144           15,825           22,570       
                                                                                                                                    
     11          29,536          150,000          150,000          150,000           12,121           17,800           26,336       
                                                                                                                                    
     12          33,092          150,000          150,000          150,000           13,045           19,834           30,482       
                                                                                                                                    
     13          36,825          150,000          150,000          150,000           13,911           21,922           35,044       
                                                                                                                                    
     14          40,746          150,000          150,000          150,000           14,720           24,072           40,075       
                                                                                                                                    
     15          44,862          150,000          150,000          150,000           15,468           26,283           45,627       
                                                                                                                                    
     16          49,184          150,000          150,000          150,000           16,090           28,497           51,711       
                                                                                                                                    
     17          53,722          150,000          150,000          150,000           16,642           30,769           58,440       
                                                                                                                                    
     18          58,487          150,000          150,000          150,000           17,130           33,110           65,898       
                                                                                                                                    
     19          63,491          150,000          150,000          150,000           17,545           35,516           74,172       
                                                                                                                                    
     20          68,744          150,000          150,000          150,000           17,885           37,991           83,363       
</TABLE>


<TABLE>
<CAPTION>
                  Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
                                            
        <S>              <C>              <C>
        0                0                0
                                            
        0              133              394
                                            
    1,124            1,619            2,156
                                            
    2,324            3,149            4,080
                                            
    3,905            5,146            6,604
                                            
    5,423            7,168            9,301
                                            
    6,924            9,263           12,241
                                            
    8,384           11,409           15,421
                                            
    9,775           13,580           18,839
                                            
   11,144           15,825           22,570
                                            
   12,121           17,800           26,336
                                            
   13,045           19,834           30,482
                                            
   13,911           21,922           35,044
                                            
   14,720           24,072           40,075
                                            
   15,468           26,283           45,627
                                            
   16,090           28,497           51,711
                                            
   16,642           30,769           58,440
                                            
   17,130           33,110           65,898
                                            
   17,545           35,516           74,172
                                            
   17,885           37,991           83,363
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.

<TABLE>
<CAPTION>
                                       BMA
                      Advantage VUL Variable Universal Life
      Male Age 55 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $3,654                                                     Assuming Guaranteed Charges                            

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           3,837          150,000          150,000          150,000            1,955            2,114            2,275       
      2           7,865          150,000          150,000          150,000            3,952            4,398            4,866       
      3          12,095          150,000          150,000          150,000            5,808            6,673            7,615       
      4          16,537          150,000          150,000          150,000            7,517            8,930           10,535       
      5          21,200          150,000          150,000          150,000            9,067           11,157           13,633       
      6          26,097          150,000          150,000          150,000           10,445           13,340           16,918       
      7          31,238          150,000          150,000          150,000           11,636           15,463           20,403       
      8          36,637          150,000          150,000          150,000           12,621           17,505           24,097       
      9          42,306          150,000          150,000          150,000           13,374           19,436           28,007       
     10          48,258          150,000          150,000          150,000           13,866           21,229           32,147       
     11          54,507          150,000          150,000          150,000           14,189           23,011           36,750       
     12          61,069          150,000          150,000          150,000           14,205           24,619           41,682       
     13          67,959          150,000          150,000          150,000           13,884           26,022           46,989       
     14          75,194          150,000          150,000          150,000           13,194           27,189           52,729       
     15          82,790          150,000          150,000          150,000           12,092           28,076           58,972       
     16          90,767          150,000          150,000          150,000           10,509           28,619           65,791       
     17          99,142          150,000          150,000          150,000            8,275           28,659           73,230       
     18         107,936          150,000          150,000          150,000            5,444           28,230           81,500       
     19         117,169          150,000          150,000          150,000            1,786           27,124           90,711       
     20         126,864            Lapse          150,000          150,000            Lapse           25,179          101,078       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
      298              744            1,212
    2,154            3,019            3,961
    3,863            5,276            6,881
    6,034            8,124           10,600
    7,996           10,892           14,470
    9,809           13,636           18,576
   11,415           16,299           22,891
   12,752           18,815           27,386
   13,866           21,229           32,147
   14,189           23,011           36,750
   14,205           24,619           41,682
   13,884           26,022           46,989
   13,194           27,189           52,729
   12,092           28,076           58,972
   10,509           28,619           65,791
    8,275           28,659           73,230
    5,444           28,230           81,500
    1,786           27,124           90,711
    Lapse           25,179          101,078
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.


<TABLE>
<CAPTION>
                                       BMA
                      Advantage VUL Variable Universal Life
      Male Age 55 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $3,654                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           3,837          150,000          150,000          150,000            2,261            2,430            2,600       
      2           7,865          150,000          150,000          150,000            4,672            5,160            5,669       
      3          12,095          150,000          150,000          150,000            6,992            7,957            9,005       
      4          16,537          150,000          150,000          150,000            9,223           10,825           12,636       
      5          21,200          150,000          150,000          150,000           11,358           13,762           16,591       
      6          26,097          150,000          150,000          150,000           13,400           16,774           20,907       
      7          31,238          150,000          150,000          150,000           15,343           19,857           25,621       
      8          36,637          150,000          150,000          150,000           17,185           23,015           30,779       
      9          42,306          150,000          150,000          150,000           18,918           26,245           36,425       
     10          48,258          150,000          150,000          150,000           20,529           29,539           42,610       
     11          54,507          150,000          150,000          150,000           22,137           33,071           49,642       
     12          61,069          150,000          150,000          150,000           23,631           36,707           57,424       
     13          67,959          150,000          150,000          150,000           25,010           40,457           66,058       
     14          75,194          150,000          150,000          150,000           26,270           44,329           75,661       
     15          82,790          150,000          150,000          150,000           27,393           48,319           86,357       
     16          90,767          150,000          150,000          150,000           28,070           52,185           98,155       
     17          99,142          150,000          150,000          150,000           28,551           56,147          111,385       
     18         107,936          150,000          150,000          150,000           28,868           60,253          126,289       
     19         117,169          150,000          150,000          155,988           29,007           64,512          143,108       
     20         126,864          150,000          150,000          173,133           28,929           68,924          161,807       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
    1,018            1,506            2,015
    3,338            4,303            5,351
    5,569            7,171            8,982
    8,325           10,729           13,558
   10,952           14,326           18,459
   13,516           18,030           23,794
   15,979           21,809           29,573
   18,297           25,623           35,804
   20,529           29,539           42,610
   22,137           33,071           49,642
   23,631           36,707           57,424
   25,010           40,457           66,058
   26,270           44,329           75,661
   27,393           48,319           86,357
   28,070           52,185           98,155
   28,551           56,147          111,385
   28,868           60,253          126,289
   29,007           64,512          143,108
   28,929           68,924          161,807
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.

<TABLE>
<CAPTION>

                                       BMA
                      Advantage VUL Variable Universal Life
     Female Age 50 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $2,232                                                     Assuming guaranteed Charges                            

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,344          150,000          150,000          150,000            1,160            1,257            1,353       
      2           4,804          150,000          150,000          150,000            2,439            2,709            2,992       
      3           7,388          150,000          150,000          150,000            3,649            4,178            4,752       
      4          10,101          150,000          150,000          150,000            4,786            5,654            6,638       
      5          12,950          150,000          150,000          150,000            5,848            7,140            8,664       
      6          15,941          150,000          150,000          150,000            6,835            8,632           10,842       
      7          19,082          150,000          150,000          150,000            7,744           10,130           13,189       
      8          22,379          150,000          150,000          150,000            8,580           11,636           15,726       
      9          25,842          150,000          150,000          150,000            9,345           13,154           18,478       
     10          29,478          150,000          150,000          150,000           10,037           14,683           21,469       
     11          33,295          150,000          150,000          150,000           10,726           16,317           24,856       
     12          37,303          150,000          150,000          150,000           11,321           17,952           28,549       
     13          41,512          150,000          150,000          150,000           11,800           19,568           32,567       
     14          45,931          150,000          150,000          150,000           12,136           21,138           36,930       
     15          50,572          150,000          150,000          150,000           12,304           22,639           41,666       
     16          55,444          150,000          150,000          150,000           12,290           24,056           46,820       
     17          60,559          150,000          150,000          150,000           12,081           25,375           52,448       
     18          65,931          150,000          150,000          150,000           11,672           26,592           58,621       
     19          71,571          150,000          150,000          150,000           11,060           27,702           65,427       
     20          77,493          150,000          150,000          150,000           10,228           28,688           72,956       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
        0              198              481
    1,138            1,667            2,241
    2,275            3,143            4,127
    3,764            5,056            6,580
    5,152            6,949            9,159
    6,489            8,874           11,933
    7,751           10,807           14,897
    8,918           12,728           18,052
   10,037           14,683           21,469
   10,726           16,317           24,856
   11,321           17,952           28,549
   11,800           19,568           32,567
   12,136           21,138           36,930
   12,304           22,639           41,666
   12,290           24,056           46,820
   12,081           25,375           52,448
   11,672           26,592           58,621
   11,060           27,702           65,427
   10,228           28,688           72,956
</TABLE>


The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.

<TABLE>
<CAPTION>
                                       BMA
                      Advantage VUL Variable Universal Life
     Female Age 50 Preferred Non-Tobacco Initial Specified Amount: $150,000

Planned Premium:  $2,232                                                       Assuming Current Charges                             

- --------------------------------------------------------- ------------------------------------------------------------------- ------
               Premiums                                                                                                             
End of        Accumulated                                                                                                           
Policy           at 5%                        Death Proceeds                                   Accumulation Value                   
  Year       Interest Per              Assuming Hypothetical Gross                        Assuming Hypothetical Gross               
                 Year                  Annual Investment Return of                        Annual Investment Return of               
- ---------    --------------   -----------------------------------------------    -----------------------------------------------    
                               0 % Gross        6 % Gross        12% Gross        0 % Gross        6 % Gross        12% Gross       
                              (-0.96%Net)       (5.04%Net)      (11.04%Net)      (-0.96%Net)       (5.04%Net)      (11.04%Net)      
- ---------    --------------   -------------    -------------    -------------    -------------    -------------    -------------    
<S>   <C>         <C>            <C>              <C>              <C>                <C>              <C>              <C>         
      1           2,344          150,000          150,000          150,000            1,227            1,325            1,424       
      2           4,804          150,000          150,000          150,000            2,655            2,937            3,231       
      3           7,388          150,000          150,000          150,000            4,042            4,600            5,206       
      4          10,101          150,000          150,000          150,000            5,386            6,316            7,365       
      5          12,950          150,000          150,000          150,000            6,686            8,084            9,726       
      6          15,941          150,000          150,000          150,000            7,943            9,908           12,312       
      7          19,082          150,000          150,000          150,000            9,158           11,792           15,147       
      8          22,379          150,000          150,000          150,000           10,334           13,740           18,260       
      9          25,842          150,000          150,000          150,000           11,478           15,764           21,689       
     10          29,478          150,000          150,000          150,000           12,589           17,864           25,468       
     11          33,295          150,000          150,000          150,000           13,755           20,160           29,791       
     12          37,303          150,000          150,000          150,000           14,886           22,552           34,573       
     13          41,512          150,000          150,000          150,000           15,976           25,036           39,863       
     14          45,931          150,000          150,000          150,000           17,007           27,601           45,704       
     15          50,572          150,000          150,000          150,000           17,995           30,269           52,177       
     16          55,444          150,000          150,000          150,000           18,882           32,991           59,309       
     17          60,559          150,000          150,000          150,000           19,726           35,825           67,227       
     18          65,931          150,000          150,000          150,000           20,523           38,775           76,023       
     19          71,571          150,000          150,000          150,000           21,286           41,859           85,810       
     20          77,493          150,000          150,000          150,000           22,015           45,087           96,708       
</TABLE>

<TABLE>
<CAPTION>
                   Death Benefit Option:  Level

- ------------------------------------------------
                                              
                                              
            Cash Surrender Value
         Assuming Hypothetical Gross
         Annual Investment Return of
- ----------------------------------------------
 0 % Gross        6 % Gross       12% Gross
(-0.96%Net)      (5.04%Net)      (11.04%Net)
- -------------    ------------    -------------
        <S>              <C>              <C>
        0                0                0
      144              426              720
    1,531            2,089            2,695
    2,875            3,805            4,854
    4,602            6,000            7,642
    6,261            8,226           10,629
    7,903           10,537           13,891
    9,505           12,912           17,431
   11,051           15,337           21,263
   12,589           17,864           25,468
   13,755           20,160           29,791
   14,886           22,552           34,573
   15,976           25,036           39,863
   17,007           27,601           45,704
   17,955           30,269           52,177
   18,882           32,991           59,309
   19,726           35,825           67,227
   20,523           38,775           76,023
   21,286           41,859           85,810
   22,015           45,087           96,708
</TABLE>

The hypothetical  investment rates of return shown in this  illustration are for
illustrative  purposes only and should not be deemed a representation of past or
future  investment  rates of return.  Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.

The Death  Proceeds,  Accumulation  Value and Cash Surrender  Value for a policy
would  differ from those shown in this  illustration  if the actual gross annual
rates of return  averaged  0.00%,  6.00% and 12.00% over a period of years,  but
also fluctuated  above or below those averages for individual  policy years. The
Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value  would  also be
different if any policy loans or partial surrenders were made.

No  representation  can be made by BMA, the separate  account or the  underlying
portfolios that these  hypothetical  rates of return can be achieved for any one
year or sustained over a period of time.
 

APPENDIX B - RATES OF RETURN

From time to time, We may report  different types of historical  performance for
the Investment  Options  available  under the Policy.  We may report the average
annual total returns of the funds over various time  periods.  Such returns will
reflect the operating expenses (including management fees) of the funds, but not
deductions  at the Separate  Account or Policy level for Risk Charges and Policy
expenses, which, if included, would reduce performance.  See Section 4. Expenses
for a discussion of the charges and deductions from a Policy.

At the request of a purchaser,  BMA will accompany the returns of the funds with
at least one of the  following:  (i) returns,  for the same periods as shown for
the funds,  which  include  deductions  under the Separate  Account for the Risk
Charge in  addition to the  deductions  of fund  expenses,  but does not include
other charges under the Policy;  or (ii) an illustration of Accumulation  Values
and  Cash  Surrender  Values  as  of  the  performance   reporting  date  for  a
hypothetical  Insured of given age, gender, risk  classification,  premium level
and initial  Specified  Amount.  The illustration will be based either on actual
historic fund performance or on a hypothetical  investment return between 0% and
12% as requested by the purchaser.  The Cash Surrender Value figures will assume
all fund charges,  the Risk Charge,  and all other Policy  charges are deducted.
The  Accumulation  Value  figures will assume all charges  except the  Surrender
Charges are deducted.

We also may distribute sales literature  comparing the percentage  change in the
net asset values of the funds or in the Accumulation  Unit Values for any of the
Investment Options to established market indices,  such as the Standard & Poor's
500 Composite Stock Price Index and the Dow Jones  Industrial  Average.  We also
may make  comparisons to the  percentage  change in values of other mutual funds
with  investment  objectives  similar to those of the  Investment  Options being
compared.

The chart below shows the Effective Annual Rates of Return of the funds based on
the actual investment performance (after deduction of investment management fees
and direct operating expenses of the funds). These rates do not reflect the Risk
Charge  assessed.  The rates do not reflect  deductions from premiums or Monthly
Deductions  assessed against the Accumulation  Value of the Policy,  nor do they
reflect the Policy's  Surrender  Charges.  (For a discussion  of these  charges,
please see Section 4. - Expenses.)  Therefore,  these rates are not illustrative
of how actual  investment  performance will affect the benefits under the Policy
(see, however, Appendix A - Illustration of Policy Values).

The rates of return shown are not indicative of future performance.  These rates
of  return  may  be  considered,   however,  in  assessing  the  competence  and
performance of the investment advisers.

   
<TABLE>
<CAPTION>
                                          PORTFOLIO 
                                          INCEPTION                                       10 YEARS/
INVESTMENT OPTION                           DATE              1 YEAR         5 YEARS      SINCE INCEPTION
- -----------------                           ----              ------         -------      ---------------
INVESTORS MARK SERIES FUND, INC.
<S>                                         <C>                <C>            <C>          <C> 
  Intermediate Fixed Income                 11/13/97          5.16%             N/A               5.72%
  Mid Cap Equity                            11/13/97          7.03%             N/A              10.94%
  Money Market                              11/13/97          5.05%             N/A               5.11%
  Global Fixed Income                       11/13/97          7.23%             N/A               7.95%
  Small Cap Equity                          11/13/97        -16.22%             N/A             -16.60%
  Large Cap Growth                          11/13/97         24.35%             N/A              28.22%
  Large Cap Value                            12/2/97          5.03%             N/A               1.71%
  Growth & Income                           11/12/97         12.03%             N/A              14.67%
  Balanced                                  11/17/97         -6.03%             N/A              -5.24%

BERGER INSTITUTIONAL PRODUCTS TRUST
  Berger IPT-100                            5/1/96           16.29%             N/A              12.65%
  Berger IPT--Growth and Income             5/1/96           25.03%             N/A              23.08%
  Berger IPT--Small Company Growth          5/1/96            1.87%             N/A               8.01%
  Berger/BIAM IPT - International           8/1/97           16.13%             N/A               7.99%

CONSECO SERIES TRUST
  Balanced                                  5/1/87            10.37%            16.90%           14.15%
  Equity                                   8/20/84            15.62%            22.57%           18.26%
  Fixed Income                              5/1/93             6.17%             7.11%            7.34%
  Government Securities                   10/19/83             7.07%             6.32%            8.40%

THE ALGER AMERICAN FUND
  Alger American Growth                     1/9/89            48.07%            23.90%           22.03%
  Alger American Leveraged AllCap          1/25/95            57.83%            N/A              39.34%
  Alger American MidCap Growth              5/3/93            30.30%            18.98%            23.50%
  Alger American Small
  Capitalization                           9/21/88            15.53%            13.09%           19.85%

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
  VP Income & Growth                      10/30/97            26.87%            N/A              30.68%
  VP International                          5/1/94            18.76%            N/A              12.30%
  VP Value                                  5/1/96             4.81%            N/A              15.94%

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
FUND, INC.                                 10/7/93            29.38%            N/A              23.01%
  
DREYFUS STOCK INDEX FUND                   9/29/89            28.21%            23.58%           17.12%

DREYFUS VARIABLE INVESTMENT FUND
  Disciplined Stock                         5/1/96            26.72%            N/A              29.18%
  International Value                       5/1/96             8.74%            N/A               7.81%

FEDERATED INSURANCE SERIES
  Federated High Income Bond II             3/1/94             2.70%            N/A               9.49%
  Federated International Equity II         5/8/95            25.57%            N/A              12.75%
  Federated Utility II                     2/10/94            13.95%            N/A              14.42%

INVESCO VARIABLE INVESTMENT FUNDS, INC.
  INVESCO VIF - High Yield                 5/27/94             1.42%            N/A              11.82%
  INVESCO VIF - Equity Income              8/10/94            15.30%            N/A              21.63%

LAZARD RETIREMENT SERIES, INC.
  Lazard Retirement Equity                 3/19/98             N/A              N/A              10.89%
  Lazard Retirement Small Cap              11/4/97            -3.22%            N/A              -3.99%

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
  Limited Maturity Bond                    9/10/84            4.39%             5.18%             6.79%
  Partners                                 3/22/94            4.21%             N/A              19.71%

STRONG OPPORTUNITY FUND II, INC.
  Opportunity Fund II                       5/8/92           13.54%            17.01%           19.06%

STRONG VARIABLE INSURANCE FUNDS, INC.
  Growth Fund II                          12/31/96           28.68%            N/A              29.21%

VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Bond                            9/1/89           12.75%             6.50%            6.85%
  Worldwide Emerging Markets              12/27/95           -34.15%            N/A             -9.89%
  Worldwide Hard Assets                     9/1/89           -30.93%            -3.26%           2.10%
  Worldwide Real Estate                    6/23/97           -11.35%            N/A              3.92%
</TABLE>
    



The  figures  shown in this chart do not  reflect  any  charges at the  Separate
Account or the Policy level.


                                     PART II

                           UNDERTAKING TO FILE REPORTS

a. Subject to the terms and  conditions of Section 15(d) of the  Securities  and
Exchange Act of 1934, the undersigned  registrant hereby undertakes to file with
the  Securities  and  Exchange   Commission  such   supplementary  and  periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.

b. Pursuant to Investment  Company Act Section 26(e),  Business Men's  Assurance
Company of  America  ("Company")  hereby  represents  that the fees and  charges
deducted under the Policy  described in the  Prospectus,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

The Bylaws of the Company (Article IV) provide that:

Section 1:  Indemnification.  Each person who is or was a  Director,  officer or
employee  of  the  Corporation  or is or  was  serving  at  the  request  of the
Corporation  as  a  Director,   officer  or  employee  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executors,  administrators or estate of such person) shall be indemnified by the
Corporation as a right to the full extent permitted or authorized by the laws of
the State of Missouri,  as now in effect and as hereafter  amended,  against any
liability,   judgment,  fine,  amount  paid  in  settlement,  cost  and  expense
(including  attorneys' fees) asserted or threatened against and incurred by such
person in his capacity as or arising out of his status as a Director, officer or
employee of the Corporation, or if serving at the request of the Corporation, as
a  Director,  officer or  employee of another  corporation,  partnership,  joint
venture, trust or other enterprise.  The indemnification  provided by this Bylaw
provision shall not be exclusive of any other rights to which those  indemnified
may be  entitled  under  any  other  bylaw  or  under  any  agreement,  vote  of
shareholders or disinterested directors or otherwise, and shall not limit in any
way any right  which  the  Corporation  may have to make  different  or  further
indemnifications  with  respect to the same or  different  persons or classes of
persons.

Without  limiting the foregoing,  the Corporation is authorized to enter into an
agreement with any Director,  officer or employee of the  Corporation  providing
indemnification  for such person against  expenses,  including  attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  including any action by or in the right of the
Corporation,  that  arises by  reason  of the fact that such  person is or was a
Director,  officer or employee of the  Corporation,  or is or was serving at the
request  of the  Corporation  as a  Director,  officer  or  employee  of another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent allowed by law,  whether or not such  indemnification  would otherwise be
provided for in this Bylaw,  except that no such agreement  shall  indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

   The facing sheet

   The Prospectus consisting of 100 pages.

   Undertakings to file reports.

   The signatures.

   Written consents of the following persons: Consent of Actuary
                                              Consent of Counsel
                                              Consent of Independent Auditors

   The following exhibits.

A.         Copies of all exhibits required by paragraph A of instructions for
           Exhibits in Form N-8B-2.

1.         Resolution of the Board of Directors of the Company*
2.         Not Applicable
3.a.       Form of Co-Principal Underwriters' Agreement**
3.b.       Form of Selling Agreements** 
3.c.       Schedule of Commissions**
4.         Not Applicable
5.         Flexible Premium Adjustable Variable Life Insurance Policy*
6.a.       Articles of Incorporation of the Company*
6.b.       Bylaws of the Company*
7.         Not Applicable
8.         Form of Fund Participation Agreements**
9.         Form of Reinsurance Agreement**
10.        Application Form**
11.        Powers of Attorney*

B.         Opinion and Consent of Counsel 

C.         Consent of Actuary 

D.         Consent of Independent Auditors

*Incorporated by reference to Form S-6 (File No. 333-52689) electronically
filed on May 14, 1998.

**Incorporated by reference to Pre-Effective Amendment No. 1 (File No. 333-
52689) electronically filed on August 28, 1998.



                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this registration statement and has duly  caused  this  
registration  statement  to be signed  on its  behalf by the undersigned 
thereunto  duly  authorized in the City of Kansas City and State of Missouri 
on this 16th day of April, 1999.

                                            BMA VARIABLE LIFE ACCOUNT A
                                            Registrant

                                            By: BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By: /S/ DAVID A. GATES
                                            ------------------------------


                                            BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By: /S/ MICHAEL K. DEARDORFF
                                            ----------------------------


Attest:

/S/ MARGARET M. HEIDKAMP
- ----------------------------
(Name)

Vice President 
- ----------------------------
Title


 
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.


<TABLE>
<CAPTION>
<S>                                         <C>                                                  <C>
SIGNATURE                                             TITLE                                       DATE
- ---------                                             -----                                       ----

Giorgio Balzer*                             Director, Chairman of the Board                      4/16/99
- -------------------------                                                                        -------
Giorgio Balzer                              and Chief Executive Officer                            Date

Thomas Morton Bloch*                        Director                                             4/16/99
- -------------------------                                                                        -------
Thomas Morton Bloch                                                                                Date

Gianguido Castagno*                         Director                                             4/16/99
- -------------------------                                                                        -------
Gianguido Castagno                                                                                 Date

William Thomas Grant II *                   Director                                             4/16/99
- -------------------------                                                                        -------
William Thomas Grant II                                                                            Date

Donald Joyce Hall, Jr.*                     Director                                             4/16/99
- -------------------------                                                                        -------
Donald Joyce Hall, Jr.                                                                             Date

Allan Drue Jennings*                        Director                                             4/16/99
- -------------------------                                                                        -------
Allan Drue Jennings                                                                                Date

David Woods Kemper*                         Director                                             4/16/99
- -------------------------                                                                        -------
David Woods Kemper                                                                                 Date

Giorgio Liveris*                            Director                                             4/16/99
- -------------------------                                                                        -------
Giorgio Liveris                                                                                    Date

John Kessander Lundberg*                    Director                                             4/16/99
- -------------------------                                                                        -------
John Kessander Lundberg                                                                            Date
 
John Pierre Mascotte*                       Director                                             4/16/99
- -------------------------                                                                        -------
John Pierre Mascotte                                                                               Date

Giovanni Perissinotto*                      Director                                             4/16/99
- -------------------------                                                                        -------
Giovanni Perissinotto                                                                              Date

/S/ ROBERT T. RAKICH                        Director, President and Chief                        4/16/99
- -------------------------                                                                        -------
Robert Thomas Rakich                        Operating Officer                                      Date

/S/ VERNON W. VOORHEES II                   Director, Senior Vice President -                    4/16/99      
- ---------------------------                                                                      -------
Vernon Wirt Voorhees II                     Corporate Services & Secretary                         Date

/S/ DAVID L. HIGLEY                         Senior Vice President & Chief                        4/15/99      
- -------------------------                                                                        -------
David Lee Higley                            Financial Officer                                      Date

/S/ SUSAN A. SWEENEY                        Vice President - Treasurer &                         4/15/99      
- -------------------------                                                                        -------
Susan Annette Sweeney                       Controller                                             Date
</TABLE>

*By: /S/ VERNON W. VOORHEES II
    --------------------
     Attorney-in-Fact

*By: /S/ ROBERT T. RAKICH
     --------------------
     Attorney-in-Fact


                            INDEX TO EXHIBITS

 
EX-B      Opinion and Consent of Counsel
EX-C      Consent of Actuary
EX-D      Consent of Independent Auditors


Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 30, 1999

Board of Directors
Business Men's Assurance Company
  of America
700 Karnes Boulevard
Kansas City, MO 64108

RE:  Opinion of Counsel - BMA Variable Life Account A

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Post-Effective Amendment to Form S-6 for the Flexible Premium
Adjustable Variable Life Insurance Policies to be issued by Business Men's
Assurance Company of America and its separate account, BMA Variable Life Account
A.

We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

   1.  BMA Variable Life Account A is a Unit Investment Trust as that term is 
defined in Section 4(2) of the Investment Company Act of 1940 (the "Act"), and
is currently registered with the Securities and Exchange Commission, pursuant to
Section 8(a) of the Act.

   2.  Upon the acceptance of premiums paid by an Owner pursuant to a Policy
issued in accordance with the Prospectus contained in the Registration Statement
and upon compliance with applicable law, such an Owner will have a legally-
issued, fully paid, non-assessable contractual interest under such Policy.

You may use this opinion letter, or a copy thereof, as an exhibit to the 
Registration Statement.

We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Prospectus which forms a part of the Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By:  /S/ LYNN KORMAN STONE
   -------------------------
   Lynn Korman Stone


                         Actuarial Opinion and Consent

This opinion is furnished in connection with the registration of the individual
flexible premium variable universal life policy of the BMA Variable Life 
Account A of Business Men's Assurance Company of America.

I am familiar with all of the policy provisions and the terms of the 
Registration Statement.  In my professional opinion:

1.  The illustrations of policy values that appear in the prospectus are
consistent with the provisions of the policy, and are based on the assumptions
stated in the accompanying text.

2.   The  illustrations  show  values on both a current  basis and a  guaranteed
     basis.  The current basis uses the charges that are  currently  assessed by
     the company.  The guaranteed  basis uses the maximum  charges that could be
     assessed at any future date during the lifetime of a policy.

3.   The specific ages, sexes,  Specified  Amounts,  and premium amounts used in
     these  illustrations are  representative of the typical purchasers that BMA
     expects will purchase the product, and have not been selected so as to make
     the relationship between premiums and benefits look more favorable in these
     specific  instances than it would for prospective male or female purchasers
     at  other  ages,  Specified  Amounts,  or  paying  other  premium  amounts.
     Generally,  rate  classes  other  than the one shown  have  higher  cost of
     insurance charges.

I hereby consent to the use of this opinion as an Exhibit to the registration,
and to the reference to my name as an "Expert" in the prospectus.


                                       /S/ RANDALL E. MEYER
                                      -------------------------------
                                      Randall E. Meyer, FSA, MAAA
                                      Individual Actuarial Vice President
                                      April 30, 1999


                 Consent of Independent Auditors

We consent to the reference to our firm under the caption  "Experts," and to the
use of our  report  dated  February  4, 1999 with  respect  to the  consolidated
financial  statements  of Business  Men's  Assurance  Company of America and our
report  dated  February  5, 1999 with  respect to the  financial  statements  of
Business Men's Assurance Variable Life Account A, included in the Post-Effective
Amendment No. 2 to the Registration  Statement (Form S-6 No.  333-52689) and the
related Prospectus.

                                       /S/ ERNST & YOUNG LLP
                                       Ernst & Young LLP

Kansas City, Missouri
April 30, 1999



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