NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
497J, 1996-05-03
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<PAGE>
 
                           NEW ENGLAND VARIABLE LIFE
                               INSURANCE COMPANY
 
                 ZENITH LIFE--VARIABLE LIFE INSURANCE POLICIES
       ZENITH LIFE ONE--SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
 
                        SUPPLEMENT DATED MAY 1, 1996 TO
                         PROSPECTUS DATED MAY 1, 1988
 
INTRODUCTION
 
  This supplement updates certain information contained in the prospectus
dated May 1, 1988, as supplemented February 1, 1989, May 1, 1991, May 1, 1992,
May 1, 1993, May 1, 1994 and May 1, 1995. You should read and retain this
supplement with your Policy. NEVLICO will send you an additional copy of the
prospectus as supplemented, without charge, on written request. The Zenith
Life and Zenith Life One Policies are no longer available for sale.
 
  NEVLICO is a wholly-owned subsidiary of New England Mutual Life Insurance
Company ("The New England"). The New England and Metropolitan Life Insurance
Company ("MetLife") have entered into an agreement to merge, with MetLife to
be the survivor of the merger.
 
  NEVLICO's Principal Administrative Office is 501 Boylston Street, Boston,
Massachusetts 02116.
 
  THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF THE NEW ENGLAND ZENITH FUND AND OF THE VARIABLE INSURANCE
PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II, WHICH ARE ATTACHED AT
THE END OF THIS SUPPLEMENT. THE SUPPLEMENT AND PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
<PAGE>
 
                         INTRODUCTION TO THE POLICIES
 
NEVLICO AND THE NEW ENGLAND
 
  The following paragraph is added:
 
  The New England and MetLife have entered into an agreement to merge, with
MetLife to be the survivor of the merger. The merger is conditioned upon,
among other things, approval by the policyholders of The New England and
MetLife and receipt of certain regulatory approvals. If the merger is
consummated, NEVLICO will become an indirect wholly owned subsidiary of
MetLife. NEVLICO is not expected to be affected by the merger except to the
extent that assets of The New England may be transferred to NEVLICO in
connection with consummation of the merger.
 
                             CHARGES AND EXPENSES
 
  The following section is added:
 
  CHARGES FOR ADDITIONAL SERVICES. NEVLICO reserves the right to charge Policy
Owners a nominal fee, which will be billed directly to the Policy Owner, in
the event that a Policy re-issue or re-dating is requested.
 
                             OTHER POLICY FEATURES
 
LOAN PROVISION
 
  This section is revised to indicate that the interest rate charged on policy
loans is an effective rate of 5% per year (using simple interest during the
year). The amount taken from the Policy's sub-accounts as a result of the loan
will earn interest (compounded daily) at an effective rate of 4% per year.
 
TRANSFER OPTION
 
  This section is modified to indicate that transfers of cash value between
sub-accounts are now permitted by telephone under Policies issued in New York.
(The New York Insurance Department previously required sub-account transfer
requests to be in writing.) The telephone number for such transfer requests is
1-800-200-2214.
 
                             THE VARIABLE ACCOUNT
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
  The Variable Account currently has 16 sub-accounts, each of which invests in
a series of an Eligible Fund. The sub-accounts of the Variable Account are:
 
  --The Zenith Money Market Sub-Account, which invests in the Back Bay
    Advisors Money Market Series of the Zenith Fund
 
  --The Zenith Bond Income Sub-Account, which invests in the Back Bay
    Advisors Bond Income Series of the Zenith Fund
 
  --The Zenith Capital Growth Sub-Account, which invests in the Capital
    Growth Series of the Zenith Fund
 
  --The Zenith Stock Index Sub-Account, which invests in the Westpeak Stock
    Index Series of the Zenith Fund
 
  --The Zenith Managed Sub-Account, which invests in the Back Bay Advisors
    Managed Series of the Zenith Fund
 
  --The Zenith Value Growth Sub-Account, which invests in the Westpeak Value
    Growth Series of the Zenith Fund
 
  --The Zenith Avanti Growth Sub-Account, which invests in the Loomis Sayles
    Avanti Growth Series of the Zenith Fund
 
                                       2
<PAGE>
 
  --The Zenith Small Cap Sub-Account, which invests in the Loomis Sayles
    Small Cap Series of the Zenith Fund
 
  --The Equity-Income Sub-Account, which invests in the Equity-Income
    Portfolio of the VIP Fund
 
  --The Overseas Sub-Account, which invests in the Overseas Portfolio of the
    VIP Fund
 
  --The High Income Sub-Account, which invests in the High Income Portfolio
    of the VIP Fund
 
  --The Asset Manager Sub-Account, which invests in the Asset Manager
    Portfolio of VIP Fund II
 
  --The Zenith Equity Growth Sub-Account, which invests in the Alger Equity
    Growth Series of the Zenith Fund
 
  --The Zenith Balanced Sub-Account, which invests in the Loomis Sayles
    Balanced Series of the Zenith Fund
 
  --The Zenith Venture Value Sub-Account, which invests in the Venture Value
    Series of the Zenith Fund
 
  --The Zenith International Equity Sub-Account, which invests in the
    Draycott International Equity Series of the Zenith Fund
 
  The Zenith Fund is an open-end diversified management investment company,
more commonly known as a mutual fund. The Zenith Fund was established by The
New England as an investment vehicle for separate investment accounts of
NEVLICO and of other life insurance companies. Currently the Zenith Fund is
the funding vehicle for the Variable Account and for separate accounts of The
New England and NEVLICO that issue variable annuity contracts.
 
  The VIP Fund and VIP Fund II are open-end, diversified management investment
companies (mutual funds) that serve as the investment vehicles for variable
life insurance and variable annuity separate accounts of various insurance
companies. The VIP Fund and VIP Fund II were organized by Fidelity Management
& Research Company.
 
  Shares of the Eligible Funds are purchased and sold by the Variable Account
at their net asset value (without a deduction for sales load) determined as of
the close of regular trading on the New York Stock Exchange on each day when
the exchange is open for trading.
 
  The investment objectives of the Eligible Funds' portfolios are described
briefly below. There is, of course, no assurance that these objectives will be
met. A full description of the Eligible Funds, including their investment
objectives and policies, expenses, and the risks of investing in the Eligible
Funds, is contained in the attached Eligible Fund prospectuses, as well as in
the Zenith Fund's Statement of Additional Information, which is referenced in
the Zenith Fund prospectus, and in the Statement of Additional Information for
the VIP Fund and VIP Fund II, which is referenced in those Funds' prospectus.
 
  The Zenith Back Bay Advisors Money Market Series' investment objective is
the highest possible level of current income consistent with preservation of
capital through investment in a managed portfolio of high quality money market
instruments. Money market funds are neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Series will maintain a
stable net asset value of $100 per share.
 
  The Zenith Back Bay Advisors Bond Income Series' investment objective is to
provide a high level of current income consistent with protection of capital
and moderate investment risk through investment primarily in U.S. Government
and corporate bonds.
 
  The Zenith Capital Growth Series' investment objective is long-term growth
of capital through investment primarily in equity securities of companies
whose earnings are expected to grow at a faster rate than the U.S. economy.
 
  The Zenith Westpeak Stock Index Series' investment objective is to provide
investment results that correspond to the composite price and yield
performance of United States publicly traded common stocks. The Series
currently seeks to achieve its objective by attempting to duplicate the
composite price and yield performance of the Standard & Poor's 500 Composite
Stock Price Index.
 
  The Zenith Back Bay Advisors Managed Series' investment objective is to
provide a favorable total investment return through investment in a
diversified portfolio of common stocks and fixed income securities.
 
                                       3
<PAGE>
 
  The Zenith Westpeak Value Growth Series' investment objective is long-term
total return (capital appreciation and dividend income) through investment in
equity securities. Emphasis will be given to both undervalued securities
("value" style) and securities of companies with growth potential ("growth"
style).
 
  The Zenith Loomis Sayles Avanti Growth Series' investment objective is long-
term growth of capital. The Series normally will invest primarily in equity
securities of companies with medium and large capitalization (capitalization
of $1 billion to $5 billion and over $5 billion, respectively) but will also
invest a portion of its assets in equity securities of companies with
relatively small market capitalization (under $1 billion).
 
  The Zenith Loomis Sayles Small Cap Series' investment objective is long-term
capital growth from investments in common stocks or their equivalent. The
Series invests primarily in stocks of small cap companies with good earnings
growth potential that Loomis Sayles believes are undervalued by the market.
Typically, such companies range in size from $100 million to $500 million in
market capitalization, have better than average growth rates at below average
price/earnings ratios, and have strong balance sheets and cash flow.
 
  The Zenith Loomis Sayles Balanced Series' investment objective is reasonable
long-term investment return from a combination of long-term capital
appreciation and moderate current income. The Series is "flexibly managed" in
that sometimes it invests more heavily in equity securities and at other times
it invests more heavily in fixed-income securities. The Series invests at
least 25% of its assets in fixed income senior securities and, under normal
market conditions, more than 50% of its assets in common stocks.
 
  The Zenith Draycott International Equity Series' investment objective is to
seek total return from long-term growth of capital and dividend income,
primarily through investment in international equity securities. Normally the
series will invest at least 65% of its total assets in equity securities of
issuers headquartered outside the U.S., and substantially all of its assets
(other than cash and short-term investments) in such equity securities or
equity securities of issuers that derive a substantial part of their revenues
or profits from countries outside of the U.S.
 
  The Zenith Venture Value Series' investment objective is growth of capital.
The Series will primarily invest in domestic common stocks that the Series'
subadviser believes have capital growth potential due to factors such as
undervalued assets or earnings potential, product development and demand,
favorable operating ratios, resources for expansion, management abilities,
reasonableness of market price, and favorable overall business prospects. The
Series will generally invest predominantly in equity securities of companies
with market capitalizations of at least $250 million.
 
  The Zenith Alger Equity Growth Series' investment objective is to seek long-
term capital appreciation. The Series' assets will be invested primarily in a
diversified, actively managed portfolio of equity securities, primarily of
companies having a total market capitalization of $1 billion or greater.
 
  The VIP Fund Equity-Income Portfolio's investment objective is to seek
reasonable income by investing primarily in income-producing equity
securities. In choosing these securities, the Equity-Income Portfolio will
also consider the potential for capital appreciation.
 
  The VIP Fund Overseas Portfolio's investment objective is long-term growth
of capital primarily through investments in foreign securities.
 
  The VIP Fund High Income Portfolio's investment objective is to obtain a
high level of current income by investing primarily in high-yielding, lower-
rated, fixed-income securities, while also considering growth of capital.
High-yielding, lower-rated debt securities present higher risks of untimely
interest and principal payments, default and price volatility than higher-
rated securities, and may present problems of liquidity and valuation.
 
  The VIP Fund II Asset Manager Portfolio's investment objective is to seek
high total return with reduced risk over the long-term by allocating its
assets among domestic and foreign stocks, bonds and short-term fixed-income
instruments.
 
 
                                       4
<PAGE>
 
INVESTMENT MANAGEMENT
 
  The adviser and sub-adviser for each series of the Zenith Fund are listed in
the chart below. TNE Advisers, which is a subsidiary of The New England, and
each of the sub-advisers are registered with the SEC as investment advisers
under the Investment Advisers Act of 1940.
 
<TABLE>
<CAPTION>
        SERIES                      ADVISER                       SUB-ADVISER
        ------                      -------                       -----------
<S>                      <C>                           <C>
Capital Growth           Capital Growth Management
                         Limited
                         Partnership ("CGM")*
Back Bay Advisors Money  TNE Advisers, Inc.            Back Bay Advisors, L.P.**
 Market
Back Bay Advisors Bond   TNE Advisers, Inc.            Back Bay Advisors, L.P.**
 Income
Back Bay Advisors Man-   TNE Advisers, Inc.            Back Bay Advisors, L.P.**
 aged
Westpeak Stock Index     TNE Advisers, Inc.            Westpeak Investment Advisors,
                                                       L.P.**
Westpeak Value Growth    TNE Advisers, Inc.            Westpeak Investment Advisors,
                                                       L.P.**
Loomis Sayles Avanti     TNE Advisers, Inc.            Loomis, Sayles & Company, L.P.**
 Growth
Loomis Sayles Small Cap  TNE Advisers, Inc.            Loomis, Sayles & Company, L.P.**
Loomis Sayles Balanced   TNE Advisers, Inc.            Loomis, Sayles & Company, L.P.**
Draycott International   TNE Advisers, Inc.            Draycott Partners, Ltd.
 Equity
Venture Value            TNE Advisers, Inc.            Davis Selected Advisers, L.P.
Alger Equity Growth      TNE Advisers, Inc.            Fred Alger Management, Inc.
</TABLE>
- --------
 *An affiliate of The New England
**An indirect subsidiary of The New England
 
  In the case of the Back Bay Advisors Money Market Series, Back Bay Advisors
Bond Income Series, Back Bay Advisors Managed Series, Westpeak Stock Index
Series, Westpeak Value Growth Series, Loomis Sayles Avanti Growth Series and
Loomis Sayles Small Cap Series, TNE Advisers became the adviser on May 1,
1995. Prior to that date those series were advised by their current sub-
adviser, except as follows. The New England itself served as investment
adviser to the Back Bay Advisors Money Market and Back Bay Advisors Bond
Income Series until September 10, 1986 when Back Bay Advisors assumed The New
England's responsibilities under the investment advisory agreements with those
Series. Back Bay Advisors served as investment adviser to the Westpeak Stock
Index Series until August 2, 1993, when Westpeak became the investment
adviser. The Capital Growth Series was managed by Loomis, Sayles until March
1, 1990, when its Capital Growth Management Division was reorganized into CGM.
 
  The Zenith Fund Series incur charges for advisory fees and certain other
expenses. Under a voluntary expense cap by TNE Advisers for each of the Back
Bay Advisors Bond Income, Back Bay Advisors Money Market, Back Bay Advisors
Managed, Westpeak Stock Index, Westpeak Value Growth and Loomis Sayles Avanti
Growth Series, TNE Advisers will bear those expenses (other than the
management fee) that exceed 0.15% of average daily net assets; for the Loomis
Sayles Small Cap Series, TNE Advisers will bear all expenses that exceed 1.00%
of average daily net assets. For the remaining Zenith Fund Series (other than
the Capital Growth Series) TNE Advisers, under a voluntary expense deferral
arrangement, will bear those expenses (other than the management fee) which
exceed a certain limit in the year in which they are incurred and will charge
those expenses to the series in a future year when actual expenses of the
series are below the limit. The expense cap and expense deferral arrangement
may be terminated at any time.
 
  The following table shows the annual operating expenses for each series,
based on anticipated expenses for 1996, after giving effect to the applicable
expense cap or expense deferral arrangement.
 
ANNUAL OPERATING EXPENSES
 (AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER ANY EXPENSE CAP)
 
<TABLE>
<CAPTION>
                                    BACK     BACK
                                    BAY      BAY      BACK                     LOOMIS LOOMIS
                                  ADVISORS ADVISORS   BAY    WESTPEAK WESTPEAK SAYLES SAYLES
                          CAPITAL   BOND    MONEY   ADVISORS  STOCK    VALUE   AVANTI SMALL
                          GROWTH   INCOME   MARKET  MANAGED   INDEX    GROWTH  GROWTH  CAP
                          SERIES   SERIES   SERIES   SERIES   SERIES   SERIES  SERIES SERIES
                          ------- -------- -------- -------- -------- -------- ------ ------
<S>                       <C>     <C>      <C>      <C>      <C>      <C>      <C>    <C>
Management Fee..........   .64%     .40%     .35%     .50%     .25%     .70%    .70%  1.00%
Other Expenses..........   .06%     .15%     .15%     .14%     .15%     .15%    .15%    --
                           ----     ----     ----     ----     ----     ----    ----  -----
 Total Series Operating
  Expenses..............   .70%     .55%     .50%     .64%     .40%     .85%    .85%  1.00%
</TABLE>
 
                                       5
<PAGE>
 
ANNUAL OPERATING EXPENSES
 (AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER EXPENSE DEFERRAL)
 
<TABLE>
<CAPTION>
                                            LOOMIS                        ALGER
                                            SAYLES    DRAYCOTT    VENTURE EQUITY
                                           BALANCED INTERNATIONAL  VALUE  GROWTH
                                            SERIES  EQUITY SERIES SERIES  SERIES
                                           -------- ------------- ------- ------
<S>                                        <C>      <C>           <C>     <C>
Management Fee...........................    .70%        .90%      .75%    .75%
Other Expenses...........................    .15%        .40%      .15%    .15%
                                             ----       -----      ----    ----
 Total Series Operating Expenses.........    .85%       1.30%      .90%    .90%
</TABLE>
 
  For more information about the Series' advisory agreements, see the Zenith
Fund prospectus attached at the end of this prospectus and the Zenith Fund's
Statement of Additional Information.
 
  The investment adviser for the VIP Fund and VIP Fund II is Fidelity
Management & Research Company, a registered investment adviser under the
Investment Advisers Act of 1940. The Portfolios of the VIP Fund and VIP Fund
II, as part of their operating expenses, pay investment management fees to
Fidelity Management & Research Company. The Portfolios also bear certain other
expenses. For the year ended December 31, 1995, the total operating expenses
incurred by the Portfolios, as a percentage of Portfolio average net assets,
were as follows:
 
<TABLE>
<CAPTION>
                         MANAGEMENT                      OTHER                       TOTAL ANNUAL
PORTFOLIO                   FEES                        EXPENSES                       EXPENSES
- ---------                ----------                     --------                     ------------
<S>                      <C>                            <C>                          <C>
Equity-Income               .51%                          .10%                           .61%
Overseas                    .76%                          .15%                           .91%
High Income                 .60%                          .11%                           .71%
Asset Manager               .71%                          .08%                           .79%*
</TABLE>
- --------
*A portion of the brokerage commissions the portfolio paid was used to reduce
 its other expenses for the year ended December 31, 1995. Without this
 reduction total operating expenses would have been .81% for the Asset Manager
 Portfolio.
 
  Fidelity Management & Research Company is the original Fidelity company and
was founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. It maintains a
large staff of experienced investment personnel and a full complement of
related support facilities. For more information regarding the Equity-Income,
Overseas, High Income, and Asset Manager Portfolios and Fidelity Management &
Research Company, see the VIP Fund and VIP Fund II prospectus attached at the
end of this prospectus and their Statement of Additional Information.
 
                              TAX CONSIDERATIONS
 
POLICY PROCEEDS
 
  The following discussion of Federal income tax issues relating to the
Policies is general in nature and is not intended as tax advice. It describes
what NEVLICO believes is the Federal income tax treatment of the Policies in
the most commonly occurring circumstances and does not reflect the effect of
Federal income taxes in all situations. In addition, there is no guarantee
that the Federal income tax laws and regulations or interpretation of them
will not change. Therefore, NEVLICO recommends that you consult your own tax
advisor for more complete information and advice.
 
  DEFINITION OF LIFE INSURANCE. Section 7702 of the Internal Revenue Code
defines a life insurance contract for Federal income tax purposes.
 
  The Section 7702 definition can be met if a life insurance contract
satisfies either one of two tests set forth in that section. The manner in
which these tests should be applied to certain features of the Policy is not
directly addressed by Section 7702 or proposed regulations issued under that
section. The presence of these Policy features, the absence of final
regulations, and the lack of other pertinent interpretations of Section 7702,
thus create some uncertainty about the application of Section 7702 to the
Policy.
 
                                       6
<PAGE>
 
  Nevertheless, NEVLICO believes that the Policy qualifies as a life insurance
contract for federal tax purposes. This means that:
 
  .  the death benefit should be fully excludable from the gross income of
     the beneficiary under Section 101(a) (1) of the Code; and
 
  .  the Policy Owner should not be considered in constructive receipt of the
     cash surrender value, including any increases, unless and until they are
     distributed from the Policy.
 
  Because of the absence of final regulations or any other pertinent
interpretations, it, however, is unclear whether substandard risk Policies or
Policies with term riders added will, in all cases, meet the statutory life
insurance contract definition. If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, such Policy would not provide
most of the tax advantages normally provided by a life insurance contract.
 
  NEVLICO thus reserves the right to make changes in the Policy if such
changes are deemed necessary to attempt to assure its qualification as a life
insurance contract for tax purposes.
 
  TAX LAW EFFECTS ON CERTAIN PRE-DEATH DISTRIBUTIONS. Section 7702A of the
Code contains provisions affecting the tax treatment of any loan, assignment
or other pre-death distribution from a life insurance policy which is also a
"modified endowment contract" (defined below under "Modified Endowment
Contracts").
 
  NON-MODIFIED ENDOWMENT CONTRACTS. For Policies not classified as modified
endowment contracts NEVLICO believes any policy loans received under such
Policies will be treated as indebtedness of the owner and will not be treated
as taxable income to you. This assumes that the Policy has not lapsed, been
surrendered or terminated. As a general rule, policy loan interest is not
deductible under current Federal income tax law.
 
  You may be subject to Federal income tax upon surrender of your Policy if
the net cash surrender value of the Policy is greater than the investment in
the Policy less prior distributions from the Policy that were not taxed. If a
Policy has a policy loan and is surrendered or lapses, the policy loan is
treated as a distribution and would be taxable if there is a gain in the
Policy. In that case, the gain in the Policy would be taxable even if the
Policy has no net cash surrender value. If you incur a loss upon the surrender
it is not likely to be deductible for Federal income tax purposes.
 
  Generally, a partial surrender of the Policy will not be taxable to you
unless it is greater than the investment in the Policy less the untaxed
portions of any prior distributions. The Internal Revenue Code does provide,
however, that in certain situations in the first 15 years of the Policy
partial surrenders may be taxable, in whole or in part, if the net cash
surrender value is greater than the total investment in the Policy less the
previous untaxed distributions. This may be the case even if the amount of the
partial surrender is less than the investment in the Policy.
 
  MODIFIED ENDOWMENT CONTRACT. In general, a modified endowment contract is a
life insurance contract issued or materially changed on or after June 21,
1988, which fails to satisfy a "7-pay test". A life insurance policy will fail
to satisfy the 7-pay test if the cumulative amount paid under the policy at
any time during the first seven policy years exceeds the sum of the net level
premiums that would have been paid on or before such time had the policy
provided for paid up future benefits after the payment of seven level annual
premiums. Riders to the policy are considered part of the policy for purposes
of applying the 7-pay test. Any policy received in exchange for a modified
endowment contract will also be a modified endowment contract.
 
1. ZENITH LIFE POLICIES
 
  Normally, payment of the Policy's premiums will not cause it to be a
modified endowment contract. If, however, the Policy's face amount is reduced
in the first seven policy years, either as a result of a partial surrender or
because the Policy Owner allows the Policy to lapse to Paid-up Insurance, the
7-pay test may be applied as if the Policy had originally been issued at the
reduced face amount. In that event, the Policy could fail the 7-pay test and
be classified as a modified endowment contract.
 
  If a "material change" in the benefits or other Policy terms occurs under a
Policy which has satisfied the 7-pay test, the Policy will be treated as a new
Policy entered into on the day on which the material change occurred.
 
                                       7
<PAGE>
 
The Policy will be retested under the 7-pay test, after making certain
adjustments to reflect the Policy's existing cash value. For this purpose,
only the addition of a rider to the Policy will constitute a material change
requiring a retesting under the 7-pay test. A Policy subject to retesting in
this manner could fail the 7-pay test.
 
  It is important to be aware that the addition of a rider to any Policy, even
a Policy issued before June 21, 1988, could be a material change which
requires the Policy to be tested under the 7-pay test.
 
  Regardless of when it was issued, if a Policy described in the Zenith Life
prospectus is exchanged on or after June 21, 1988 for another life insurance
policy, the new insurance policy should be reviewed to determine how the rules
regarding modified endowment contracts may apply to the new policy.
 
2. ZENITH LIFE ONE POLICIES
 
  ALL POLICIES DESCRIBED IN THE ZENITH LIFE ONE PROSPECTUS WHICH WERE ENTERED
INTO ON OR AFTER JUNE 21, 1988 ARE CONSIDERED MODIFIED ENDOWMENT CONTRACTS AND
ARE SUBJECT TO THE TAX TREATMENT OF DISTRIBUTIONS DISCUSSED BELOW UNDER
"DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS". IN ADDITION, ANY INSURANCE
POLICY RECEIVED IN EXCHANGE FOR A MODIFIED ENDOWMENT CONTRACT WILL ALSO BE A
MODIFIED ENDOWMENT CONTRACT.
 
  Regardless of when it was issued, if a Policy described in the Zenith Life
One prospectus is exchanged on or after June 21, 1988 for another life
insurance policy, the new insurance policy should be reviewed to determine how
the rules regarding modified endowment contracts may apply to the new policy.
 
  DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS. If a Policy is a modified
endowment contract, then the following rules will apply to distributions under
such contract:
 
    (a) Distributions will be includible in your gross income to the extent
  the cash value of the Policy exceeds your investment in the Policy (i.e.
  will be treated as income first.)
 
    (b) Loans are considered distributions even if the amount borrowed is
  retained by NEVLICO as a premium. Your investment in the Policy will be
  increased by the amount of any prior loan that was included in your gross
  income.
 
    (c) A policy assignment is treated as a distribution. For example, in a
  split dollar insurance plan involving a collateral assignment of the
  Policy, the collateral assignment is a distribution which will subject any
  gain in the Policy to taxation.
 
    (d) For purposes of determining the amount of the distribution which is
  includible in gross income, all modified endowment contracts issued by
  NEVLICO or its affiliates to the same Policy Owner during any 12 month
  period must be treated as one modified endowment contract.
 
  Any taxable distribution will be subject to an additional tax equal to 10%
of the taxable amount of the distribution unless the distribution is:
 
    (a) made on or after the date when you attain age 59 1/2;
 
    (b) is attributable to your becoming disabled; or
 
    (c) is part of a series of substantially equal periodic payments made no
  less frequently than annually for your life (or life expectancy).
 
  If a Policy becomes a modified endowment contract, distributions made during
the year in which it becomes a modified endowment contract, distributions in
any subsequent policy year and distributions within two years before the
Policy becomes a modified endowment contract will be subject to the tax
treatment described above. This means that a distribution from a Policy that
is not a modified endowment contract could later become taxable as a
distribution from a modified endowment contract. In addition, regulations or
other interpretations may be issued which will apply similar tax treatment to
other distributions made in anticipation of a Policy becoming a modified
endowment contract.
 
  OTHER POLICY OWNER TAX MATTERS. Federal and state estate, inheritance and
other tax consequences of ownership or receipt of proceeds under the Policy
depend upon the individual circumstances of each Policy Owner or beneficiary.
 
                                       8
<PAGE>
 
  Section 817(h) of the Code requires the investments of the Variable Account
to be "adequately diversified" in accordance with Treasury Regulations for the
Policy to qualify as a life insurance contract under Section 7702 of the Code.
Failure to comply with the diversification requirements may result in not
treating the Policy as life insurance. If the Policy does not qualify as life
insurance, you may be subjected to immediate taxation on the incremental
increases in cash value of the Policy. Regulations specifying the
diversification requirements have been issued by the Department of Treasury,
and NEVLICO believes it complies fully with such requirements.
 
  In connection with the issuance of the diversification regulations, the
Treasury Department stated that it anticipates the issuance of additional
guidance prescribing the circumstances in which an owner's control of the
investments of a separate account may cause a Policy Owner, rather than the
insurance company, to be treated as the owner of the assets in the separate
account. If a Policy Owner is considered the owner of the assets of the
Separate Account, income and gains from the Account would be included in the
Owner's gross income.
 
  The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the Internal Revenue Service in
rulings in which it determined that the owners were not owners of separate
account assets. For example, a Policy Owner has additional flexibility in
allocating payments and cash values. These differences could result in the
owner being treated as the owner of a pro rata share of the assets of the
Separate Account. In addition, NEVLICO does not know what standards will be
set forth in the additional guidance which the Treasury has stated it expects
to be issued. NEVLICO therefore reserves the right to modify the Policy as
necessary to attempt to prevent the Policy Owner from being considered the
owner of the assets of the Separate Account.
 
  The Policies may be used in various arrangements, including nonqualified
deferred compensation or salary continuance plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others. The
tax consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if you are
contemplating the use of the Policies in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.
 
CHARGE FOR NEVLICO'S INCOME TAXES
 
  Under current Federal income tax law no tax is imposed on NEVLICO as a
result of the operations of the Variable Account. Thus, no charge is being
made currently to the Variable Account for company Federal income taxes.
NEVLICO reserves its right to charge the Variable Account for company Federal
income taxes in the future.
 
  Under current laws NEVLICO may incur state and local taxes (in addition to
premium taxes) in several states. At present these taxes are not significant
and, accordingly, NEVLICO is not currently making a charge for them. If they
increase, however, charges for such taxes attributable to the Variable Account
may be made.
 
                                       9
<PAGE>
 
                                   MANAGEMENT
 
  The directors and executive officers of NEVLICO and their principal business
experience during the past five years are:
 
                              DIRECTORS OF NEVLICO
 
<TABLE>
<CAPTION>
                           PRINCIPAL BUSINESS
                          EXPERIENCE DURING THE
 NAME                        PAST FIVE YEARS
 ----                    ------------------------------------------------------
 <C>                     <S>
 Chester R. Frost        Senior Vice President and Treasurer of The New England
                          since 1996; formerly, Senior Vice President, 1984 to
                          1996, of The New England; Vice President--Controller
                          and Treasurer of NEVLICO
 Edward C. Hall          President--New England Services (a business unit of
                          The New England) since 1994; formerly, Executive Vice
                          President--Client Services of The New England, 1988
                          to 1994; Vice President--Administration of NEVLICO
 Kernan F. King          Director of The New England and President--New England
                          Life (a business unit of The New England) since 1994;
                          formerly, Director, Executive Vice President and
                          Chief Marketing Officer, 1992 to 1994; Director,
                          Executive Vice President--Administration and General
                          Counsel, 1990 to 1992, of The New England
 Robert E. Schneider     Director, Executive Vice President and Chief Financial
                          Officer of The New England since 1993; formerly,
                          Executive Vice President and Chief Financial Officer,
                          1990 to 1993, of The New England
 Robert A. Shafto        Chairman, President and Chief Executive Officer of The
                          New England since 1993; formerly, President and Chief
                          Executive Officer, 1992 to 1993, President and Chief
                          Operating Officer, 1990 to 1992, of The New England;
                          Chairman, President and Chief Executive Officer of
                          NEVLICO
 H. James Wilson         Executive Vice President and General Counsel of The
                          New England since 1993; formerly, Senior Vice
                          President and General Counsel, 1992 to 1993, Senior
                          Vice President and Associate General Counsel, 1990 to
                          1992, of The New England; General Counsel and
                          Secretary of NEVLICO
 Frederick K. Zimmermann Executive Vice President and Chief Investment Officer
                          of The New England since 1993; formerly, Senior Vice
                          President--Investments, 1989 to 1993, of The New
                          England; Vice President--Investments of NEVLICO


                         EXECUTIVE OFFICERS OF NEVLICO
                              OTHER THAN DIRECTORS
 
<CAPTION>
                           PRINCIPAL BUSINESS
                          EXPERIENCE DURING THE
 NAME                        PAST FIVE YEARS
 ----                    ------------------------------------------------------
 <C>                     <S>
 William A. Campagna     Vice President--Broker/Dealer Distribution of The New
                          England since 1995; formerly Senior Vice President of
                          Insurance Products of Putnam Investments, 1993 to
                          1995; Vice President--Product Manager of Putnam
                          Investments, 1992 to 1993; Vice President--Insurance
                          Products of Merrill Lynch & Co., 1987 to 1992; Vice
                          President--Broker/Dealer Distribution of NEVLICO.
 Rodney J. Chandler      Second Vice President and Actuary of The New England
                          since 1990; Chief Actuary of NEVLICO
 Chester R. Frost        See Directors above
 John F. Guthrie         Vice President of The New England since 1983; Vice
                          President--Portfolio Strategy of NEVLICO
 Kenneth J. Schweiger    Vice President--Bank Distribution of The New England
                          since 1995; formerly Regional Vice President of
                          Annuity Sales & New Business Development of Keyport
                          Life Insurance Company, 1990 to 1995; Vice
                          President--Bank Distribution of NEVLICO
 John G. Small           Senior Vice President of The New England since 1990;
                          Vice President and Chief Underwriter of NEVLICO
 Phillip G. Sullivan     Second Vice President and Medical Director of The New
                          England since 1974; Vice President and Medical
                          Director of NEVLICO
 H. James Wilson         See Directors above
 Frederick K. Zimmermann See Directors above
</TABLE>
 
  The principal business address for each of the directors and executive
officers is the same as NEVLICO's.
 
                                       10
<PAGE>
 
                                    EXPERTS
 
  The financial statements of New England Variable Life Insurance Company and
of the Variable Account included in this supplement to the prospectus, have
been included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
 
                                      11
<PAGE>
 
 
 
 
                      (THIS PAGE INTENTIONALLY LEFT BLANK)
 
                                       12
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Policy Owners and Board of Directors of the New England Variable Life
Insurance Company:
 
We have audited the accompanying statement of assets and liabilities of the
New England Variable Life Separate Account (comprised of Capital Growth Sub-
Account, Bond Income Sub-Account, Money Market Sub-Account, Stock Index Sub-
Account, Managed Sub-Account, Avanti Growth Sub-Account, Value Growth Sub-
Account, Small Cap Sub-Account, Balanced Sub-Account, Equity Growth Sub-
Account, International Equity Sub-Account, Venture Value Sub-Account, Equity-
Income Sub-Account, Overseas Sub-Account, High Income Sub-Account and Asset
Manager Sub-Account) of New England Variable Life Insurance Company as of
December 31, 1995, and the related statements of operations and changes in net
assets for each of the periods indicated therein. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the respective aforementioned
sub-accounts comprising the New England Variable Life Separate Account of the
New England Variable Life Insurance Company as of December 31, 1995, and the
results of their operations and changes in their net assets for each of the
periods indicated therein, in conformity with generally accepted accounting
principles.
 
                                          COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
February 6, 1996
 
                                      13
<PAGE>
 
                 NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                      STATEMENT OF ASSETS AND LIABILITIES
 
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                                                NEW ENGLAND ZENITH FUND
                                               --------------------------------------------------------------------------
                                                 CAPITAL        BOND        MONEY       STOCK                   AVANTI
                                                  GROWTH       INCOME      MARKET       INDEX      MANAGED      GROWTH
                                               SUB-ACCOUNT   SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT  SUB-ACCOUNT
                                               ------------  ----------- ----------- ----------- -----------  -----------
<S>                                            <C>           <C>         <C>         <C>         <C>          <C>
ASSETS
Investments in New England Zenith Fund,
 Variable Insurance Products Fund, and
 Variable Insurance Products Fund II at market
 value (Note 2)............................... $450,186,084  $30,342,331 $21,256,226 $21,357,438 $24,438,331  $17,443,981
<CAPTION>
SUB-ACCOUNT              SHARES       COST
- ----------------------- --------- ------------
<S>                     <C>       <C>          <C>           <C>         <C>         <C>         <C>          <C>
Capital Growth......... 1,201,682 $378,222,494
Bond Income............   279,215   29,345,136
Money Market...........   212,562   21,256,226
Stock Index............   213,382   18,503,851
Managed................   149,452   19,221,783
Avanti Growth..........   122,465   14,562,881
Value Growth...........    87,343   10,236,629
Small Cap..............    69,343    7,467,960
Balanced...............    42,049      498,720
Equity Growth..........   497,442    6,798,833
International Equity...   111,068    1,169,896
Venture Value..........   305,620    3,831,693
Equity-Income.......... 2,866,479   45,594,606
Overseas............... 2,699,415   42,002,297
High Income............   169,629    1,876,992
Asset Manager..........   160,120    2,259,033
Amount due and accrued from policy-related
 transactions.................................      (47,335)      15,247   1,541,106         785      (4,041)       4,831
Dividends receivable..........................      --           --           96,763     --          --           --
                                               ------------  ----------- ----------- ----------- -----------  -----------
  Total assets................................  450,138,749   30,357,578  22,894,095  21,358,223  24,434,290   17,448,812
LIABILITIES
Due New England Variable Life Insurance
 Company......................................   55,304,093    3,678,441   3,462,239   2,783,073   2,435,290    3,111,355
                                               ------------  ----------- ----------- ----------- -----------  -----------
  Total liabilities...........................   55,304,093    3,678,441   3,462,239   2,783,073   2,435,290    3,111,355
                                               ------------  ----------- ----------- ----------- -----------  -----------
NET ASSETS FOR VARIABLE LIFE INSURANCE
 POLICIES..................................... $394,834,656  $26,679,137 $19,431,856 $18,575,150 $21,999,000  $14,337,457
                                               ============  =========== =========== =========== ===========  ===========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       14
<PAGE>
 
 
 
<TABLE>
<CAPTION>
                                                                                                                VARIABLE
                                                                                                                INSURANCE
                                                                                   VARIABLE INSURANCE           PRODUCTS
                                                                                      PRODUCTS FUND              FUND II
- -------------------------------------------------------------------------- ----------------------------------- -----------
   VALUE        SMALL                  EQUITY    INTERNATIONAL   VENTURE     EQUITY-                  HIGH        ASSET
  GROWTH         CAP      BALANCED     GROWTH       EQUITY        VALUE      INCOME     OVERSEAS     INCOME      MANAGER
SUB-ACCOUNT  SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
- -----------  ----------- ----------- ----------- ------------- ----------- ----------- ----------- ----------- -----------
<S>          <C>         <C>         <C>         <C>           <C>         <C>         <C>         <C>         <C>
$12,342,406  $8,236,512   $502,489   $6,864,734   $1,193,985   $4,003,624  $55,237,060 $46,025,022 $2,044,035  $2,528,288
      2,518       4,782        569       44,168       12,311       25,838       15,623       2,545        437         789
    --           --          --          --           --           --          --          --          --          --
- -----------  ----------   --------   ----------   ----------   ----------  ----------- ----------- ----------  ----------
 12,344,924   8,241,294    503,058    6,908,902    1,206,296    4,029,462   55,252,683  46,027,567  2,044,472   2,529,077
  2,034,446   1,696,298     84,847    1,196,404      252,448      643,022    7,899,831   7,645,348    301,979     556,084
- -----------  ----------   --------   ----------   ----------   ----------  ----------- ----------- ----------  ----------
  2,034,446   1,696,298     84,847    1,196,404      252,448      643,022    7,899,831   7,645,348    301,979     556,084
- -----------  ----------   --------   ----------   ----------   ----------  ----------- ----------- ----------  ----------
$10,310,478  $6,544,996   $418,211   $5,712,498   $  953,848   $3,386,440  $47,352,852 $38,382,219 $1,742,493  $1,972,993
===========  ==========   ========   ==========   ==========   ==========  =========== =========== ==========  ==========
<CAPTION>
- ------------


   TOTAL
- ------------
<S>
$704,002,546
   1,620,173
      96,763
- ------------
 705,719,482
  93,085,198
- ------------
  93,085,198
- ------------
$612,634,284
============
</TABLE>
 
 
                       See Notes to Financial Statements
 
                                       15
<PAGE>
 
                   NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                       OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                            STATEMENT OF OPERATIONS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                                    NEW ENGLAND ZENITH FUND
                                   --------------------------------------------------------------------------
                                     CAPITAL       BOND         MONEY       STOCK                   AVANTI
                                      GROWTH      INCOME       MARKET       INDEX       MANAGED     GROWTH
                                   SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT SUB-ACCOUNT  SUB-ACCOUNT SUB-ACCOUNT
                                   ------------ -----------  ----------- -----------  ----------- -----------
<S>                                <C>          <C>          <C>         <C>          <C>         <C>
INCOME
Dividends ........................ $ 58,318,276 $1,844,411   $1,109,838  $  627,118   $1,061,289   $ 535,217
EXPENSE
Mortality and expense risk charge
 (Note 3) ........................    2,173,846    143,873      112,033      95,240      113,501      77,636
                                   ------------ ----------   ----------  ----------   ----------  ----------
Net investment income.............   56,144,430  1,700,538      997,805     531,878      947,788     457,581
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS
Net unrealized appreciation
 (depreciation) on investments:
 Beginning of period .............    9,892,073 (2,028,893)      --      (1,645,744)     703,242     205,680
 End of period ...................   71,963,590    997,195       --       2,853,587    5,216,548   2,881,100
                                   ------------ ----------   ----------  ----------   ----------  ----------
Net change in unrealized
 appreciation (depreciation) .....   62,071,517  3,026,088       --       4,499,331    4,513,306   2,675,420
Net realized gain (loss) on
 investments .....................    1,613,390      7,382       --           7,637       42,457      21,233
                                   ------------ ----------   ----------  ----------   ----------  ----------
Net realized and unrealized gain
 on investments ..................   63,684,907  3,033,470       --       4,506,968    4,555,763   2,696,653
                                   ------------ ----------   ----------  ----------   ----------  ----------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS ....... $119,829,337 $4,734,008   $  997,805  $5,038,846   $5,503,551  $3,154,234
                                   ============ ==========   ==========  ==========   ==========  ==========
</TABLE>
* For the period May 1, 1995 (Commencement of Operations) through December 31,
  1995.
 
 
                       See Notes to Financial Statements
 
                                       16
<PAGE>
 
 
 
<TABLE>
<CAPTION>
                                                                                                                    VARIABLE
                                                                                                                    INSURANCE
                                                                                       VARIABLE INSURANCE           PRODUCTS
                                                                                          PRODUCTS FUND              FUND II
 ----------------------------------------------------------------------------------------------------------------- -----------
    Value        Small                    Equity    International   Venture      Equity-                  High        Asset
   Growth         Cap       Balanced      Growth       Equity        Value       Income     Overseas     Income      Manager
 Sub-Account  Sub-Account Sub-Account* Sub-Account* Sub-Account*  Sub-Account* Sub-Account Sub-Account Sub-Account Sub-Account
 -----------  ----------- ------------ ------------ ------------- ------------ ----------- ----------- ----------- -----------
 <S>          <C>         <C>          <C>          <C>           <C>          <C>         <C>         <C>         <C>
 $  606,696   $  365,015    $17,538      $195,436      $12,460      $ 86,716   $ 2,284,557 $  282,520   $  8,412    $ 11,896
     52,633       24,746        743        11,686        2,165         7,251       233,864    240,253      6,639       9,537
 ----------   ----------    -------      --------      -------      --------   ----------- ----------   --------    --------
    554,063      340,269     16,795       183,750       10,295        79,465     2,050,693     42,267      1,773       2,359
      1,918        4,662       --           --           --            --          149,659    260,895        213      (1,503)
  2,105,777      768,552      3,769        65,901       24,089       171,931     9,642,454  4,022,725    167,043     269,255
 ----------   ----------    -------      --------      -------      --------   ----------- ----------   --------    --------
  2,103,859      763,890      3,769        65,901       24,089       171,931     9,492,795  3,761,830    166,830     270,758
      9,493        1,325        223           237          (34)          203        61,089     32,279      2,817       4,661
 ----------   ----------    -------      --------      -------      --------   ----------- ----------   --------    --------
  2,113,352      765,215      3,992        66,138       24,055       172,134     9,553,884  3,794,109    169,647     275,419
 ----------   ----------    -------      --------      -------      --------   ----------- ----------   --------    --------
 $2,667,415   $1,105,484    $20,787      $249,888      $34,350      $251,599   $11,604,577 $3,836,376   $171,420    $277,778
 ==========   ==========    =======      ========      =======      ========   =========== ==========   ========    ========
<CAPTION>
- ------------


   Total
- ------------
<S>
$ 67,367,395
   3,305,646
- ------------
  64,061,749
   7,542,202
 101,153,516
- ------------
  93,611,314
   1,804,392
- ------------
  95,415,706
- ------------
$159,477,455
============
</TABLE>
 
 
 
                       See Notes to Financial Statements
 
                                       17
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                            STATEMENT OF OPERATIONS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                 NEW ENGLAND ZENITH FUND
                   ----------------------------------------------------------------------------------------
                     CAPITAL                   MONEY                             AVANTI   VALUE     SMALL
                      GROWTH        BOND       MARKET     STOCK      MANAGED     GROWTH   GROWTH     CAP
                       SUB-        INCOME       SUB-      INDEX        SUB-       SUB-     SUB-      SUB-
                     ACCOUNT     SUB-ACCOUNT  ACCOUNT  SUB-ACCOUNT   ACCOUNT    ACCOUNT  ACCOUNT   ACCOUNT*
                   ------------  -----------  -------- -----------  ----------  -------- --------  --------
<S>                <C>           <C>          <C>      <C>          <C>         <C>      <C>       <C>
INCOME
Dividends........  $ 13,519,083  $ 1,399,070  $691,932 $   307,159  $  678,949  $ 43,109 $ 89,817   $  327
EXPENSE
Mortality and
 expense risk
 charge (Note 3).     1,637,278      107,252    93,830      59,230      86,049    31,737   18,214       28
                   ------------  -----------  -------- -----------  ----------  -------- --------   ------
Net investment
 income (loss)...    11,881,805    1,291,818   598,102     247,929     592,900    11,372   71,603      299
NET REALIZED AND
 UNREALIZED GAIN
 ON INVESTMENTS
Net unrealized
 appreciation
 (depreciation)
 on investments:
 Beginning of
  period.........    46,100,393       41,284     --     (1,457,732)  1,602,795   143,154   67,310     --
 End of period...     9,892,073   (2,028,893)    --     (1,645,744)    703,242   205,680    1,918    4,662
                   ------------  -----------  -------- -----------  ----------  -------- --------   ------
Net change in
 unrealized
 appreciation
 (depreciation)..   (36,208,320)  (2,070,177)    --       (188,012)   (899,553)   62,526  (65,392)   4,662
Net realized gain
 (loss) on
 investments.....        67,810        1,763     --          6,200      37,994       542      776     --
                   ------------  -----------  -------- -----------  ----------  -------- --------   ------
Net realized and
 unrealized gain
 (loss) on
 investments.....   (36,140,510)  (2,068,414)    --       (181,812)   (861,559)   63,068  (64,616)   4,662
                   ------------  -----------  -------- -----------  ----------  -------- --------   ------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......  $(24,258,705) $  (776,596) $598,102 $    66,117  $ (268,659) $ 74,440 $  6,987   $4,961
                   ============  ===========  ======== ===========  ==========  ======== ========   ======
<CAPTION>
                                                  VARIABLE
                                                  INSURANCE
                        VARIABLE INSURANCE        PRODUCTS
                          PRODUCTS FUND            FUND II
                   ------------------------------ --------- -------------
                   EQUITY-                HIGH      ASSET
                    INCOME   OVERSEAS    INCOME    MANAGER
                     SUB-      SUB-       SUB-      SUB-
                   ACCOUNT    ACCOUNT   ACCOUNT** ACCOUNT**    TOTAL
                   --------- ---------- --------- --------- -------------
<S>                <C>       <C>        <C>       <C>       <C>
INCOME
Dividends........  $670,101  $  69,390    $ --     $    --  $ 17,468,937
EXPENSE
Mortality and
 expense risk
 charge (Note 3).    75,586    133,276       6          34     2,242,520
                   --------- ---------- --------- --------- -------------
Net investment
 income (loss)...   594,515    (63,886)     (6)        (34)   15,226,417
NET REALIZED AND
 UNREALIZED GAIN
 ON INVESTMENTS
Net unrealized
 appreciation
 (depreciation)
 on investments:
 Beginning of
  period.........    93,013    700,341     --        --       47,290,558
 End of period...   149,659    260,895     213      (1,503)    7,542,202
                   --------- ---------- --------- --------- -------------
Net change in
 unrealized
 appreciation
 (depreciation)..    56,646   (439,446)    213      (1,503)  (39,748,356)
Net realized gain
 (loss) on
 investments.....      (929)      (471)    --        --          113,685
                   --------- ---------- --------- --------- -------------
Net realized and
 unrealized gain
 (loss) on
 investments.....    55,717   (439,917)    213      (1,503)  (39,634,671)
                   --------- ---------- --------- --------- -------------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......  $650,232  $(503,803)   $207     $(1,537) $(24,408,254)
                   ========= ========== ========= ========= =============
</TABLE>
 
 *For the period May 2, 1994 (Commencement of Operations) through 
  December 31, 1994.
**For the period August 31, 1994 (Commencement of Operations) through 
  December 31, 1994.
 
                       See Notes to Financial Statements
 
                                       18
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                            STATEMENT OF OPERATIONS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                                                  VARIABLE
                                                                                                  INSURANCE
                                           NEW ENGLAND ZENITH FUND                              PRODUCTS FUND
                   -------------------------------------------------------------------------- ------------------  -----------
                                  BOND      MONEY     STOCK                 AVANTI    VALUE   EQUITY-
                     CAPITAL     INCOME     MARKET    INDEX      MANAGED    GROWTH    GROWTH   INCOME   OVERSEAS
                     GROWTH       SUB-       SUB-      SUB-        SUB-      SUB-      SUB-     SUB-      SUB-
                   SUB-ACCOUNT  ACCOUNT    ACCOUNT   ACCOUNT     ACCOUNT   ACCOUNT*  ACCOUNT* ACCOUNT*  ACCOUNT*     TOTAL
                   ----------- ----------  -------- ----------  ---------- --------  -------- --------  --------  -----------
<S>                <C>         <C>         <C>      <C>         <C>        <C>       <C>      <C>       <C>       <C>
INCOME
Dividends........  $14,407,828 $1,721,493  $415,332 $  286,517  $  778,823 $ 31,181  $31,108  $ 46,757  $--       $17,719,039
EXPENSE
Mortality and
 expense risk
 charge (Note 3).    1,317,363     89,763    74,167     40,270      73,721    5,506    3,166     7,615    17,666    1,629,237
                   ----------- ----------  -------- ----------  ---------- --------  -------  --------  --------  -----------
Net investment
 income (loss)...   13,090,465  1,631,730   341,165    246,247     705,102   25,675   27,942    39,142   (17,666)  16,089,802
NET REALIZED AND
 UNREALIZED GAIN
 ON INVESTMENTS
Net unrealized
 appreciation
 (depreciation)
 on investments:
 Beginning of
  period.........   26,130,492    (62,020)    --    (1,863,474)  1,105,911    --        --       --        --      25,310,909
 End of period...   46,100,393     41,284     --    (1,457,732)  1,602,795  143,154   67,310    93,013   700,341   47,290,558
                   ----------- ----------  -------- ----------  ---------- --------  -------  --------  --------  -----------
Net change in
 unrealized
 appreciation....   19,969,901    103,304     --       405,742     496,884  143,154   67,310    93,013   700,341   21,979,649
Net realized gain
 (loss) on
 investments.....      436,493     84,686     --        (4,995)     93,335      (88)      64       (59)      729      610,165
                   ----------- ----------  -------- ----------  ---------- --------  -------  --------  --------  -----------
Net realized and
 unrealized gain
 on investments..   20,406,394    187,990     --       400,747     590,219  143,066   67,374    92,954   701,070   22,589,814
                   ----------- ----------  -------- ----------  ---------- --------  -------  --------  --------  -----------
NET INCREASE IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......  $33,496,859 $1,819,720  $341,165   $646,994  $1,295,321 $168,741  $95,316  $132,096  $683,404  $38,679,616
                   =========== ==========  ======== ==========  ========== ========  =======  ========  ========  ===========
</TABLE>
 
*For the period April 30, 1993 (Commencement of Operations) through 
 December 31, 1993.
 
                       See Notes to Financial Statements
 
                                       19
<PAGE>
 
                   NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                       OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                       STATEMENT OF CHANGES IN NET ASSETS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                          NEW ENGLAND ZENITH FUND
                        ------------------------------------------------------------------------------
                          CAPITAL        BOND         MONEY         STOCK                    AVANTI
                           GROWTH       INCOME        MARKET        INDEX       MANAGED      GROWTH
                        SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT
                        ------------  -----------  ------------  -----------  -----------  -----------
<S>                     <C>           <C>          <C>           <C>          <C>          <C>
FROM INVESTMENT
 ACTIVITIES
 Net investment
  income............... $ 56,144,430  $ 1,700,538  $    997,805  $   531,878  $   947,788  $   457,581
 Net realized and
  unrealized gain on
  investments..........   63,684,907    3,033,470       --         4,506,968    4,555,763    2,696,653
                        ------------  -----------  ------------  -----------  -----------  -----------
   Increase in net
    assets derived from
    investment
    activities.........  119,829,337    4,734,008       997,805    5,038,846    5,503,551    3,154,234
FROM POLICY-RELATED
 TRANSACTIONS
 Net premiums
  transferred from New
  England Variable
  Life Insurance
  Company..............  100,611,223    7,330,838    40,457,027    4,559,195    4,757,562    5,407,500
 Net transfers (to)
  from other sub-
  accounts.............   (7,820,362)   2,481,090   (32,083,917)   2,734,513      286,111    3,131,998
 Net transfers to New
  England Variable
  Life Insurance
  Company..............  (67,280,279)  (4,616,930)   (6,819,802)  (3,436,368)  (3,307,802)  (3,767,486)
                        ------------  -----------  ------------  -----------  -----------  -----------
   Increase in net
    assets derived from
    policy related
    transactions.......   25,510,582    5,194,998     1,553,308    3,857,340    1,735,871    4,772,012
                        ------------  -----------  ------------  -----------  -----------  -----------
 Net increase in net
  assets...............  145,339,919    9,929,006     2,551,113    8,896,186    7,239,422    7,926,246
NET ASSETS, AT
 BEGINNING OF THE
 PERIOD ...............  249,494,737   16,750,131    16,880,743    9,678,964   14,759,578    6,411,211
                        ------------  -----------  ------------  -----------  -----------  -----------
NET ASSETS, AT END OF
 THE PERIOD ........... $394,834,656  $26,679,137  $ 19,431,856  $18,575,150  $21,999,000  $14,337,457
                        ============  ===========  ============  ===========  ===========  ===========
</TABLE>
 
*For the period May 1, 1995 (Commencement of Operations) through 
 December 31, 1995.
 
 
 
                       See Notes to Financial Statements
 
                                       20
<PAGE>
 
 
 
<TABLE>
<CAPTION>
                                                                                        VARIABLE INSURANCE
                                                                                           PRODUCTS FUND
- ------------------------------------------------------------------------------- -------------------------------------
   VALUE        SMALL                     EQUITY     INTERNATIONAL   VENTURE      EQUITY-                    HIGH
  GROWTH         CAP        BALANCED      GROWTH        EQUITY        VALUE       INCOME      OVERSEAS      INCOME
SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT* SUB-ACCOUNT*  SUB-ACCOUNT*  SUB-ACCOUNT* SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT
- -----------  -----------  ------------ ------------  ------------- ------------ -----------  -----------  -----------
<S>          <C>          <C>          <C>           <C>           <C>          <C>          <C>          <C>
$   554,063  $   340,269    $ 16,795   $   183,750     $  10,295    $   79,465  $ 2,050,693  $    42,267  $    1,773
  2,113,352      765,215       3,992        66,138        24,055       172,134    9,553,884    3,794,109     169,647
- -----------  -----------    --------   -----------     ---------    ----------  -----------  -----------  ----------
  2,667,415    1,105,484      20,787       249,888        34,350       251,599   11,604,577    3,836,376     171,420
  3,473,273    2,237,626      81,978     1,048,361       241,835       625,044   13,985,879   17,076,602     395,370
  2,645,617    4,814,141     409,874     5,735,744       948,764     3,228,499   12,483,761   (2,007,296)  1,503,857
 (2,568,808)  (1,803,085)    (94,428)   (1,321,495)     (271,101)     (718,702)  (9,853,532)  (8,392,295)   (358,576)
- -----------  -----------    --------   -----------     ---------    ----------  -----------  -----------  ----------
  3,550,082    5,248,682     397,424     5,462,610       919,498     3,134,841   16,616,108    6,677,011   1,540,651
- -----------  -----------    --------   -----------     ---------    ----------  -----------  -----------  ----------
  6,217,497    6,354,166     418,211     5,712,498       953,848     3,386,440   28,220,685   10,513,387   1,712,071
  4,092,981      190,830       --           --            --            --       19,132,167   27,868,832      30,422
- -----------  -----------    --------   -----------     ---------    ----------  -----------  -----------  ----------
$10,310,478  $6,544,996     $418,211   $ 5,712,498     $ 953,848    $3,386,440  $47,352,852  $38,382,219  $1,742,493
===========  ===========    ========   ===========     =========    ==========  ===========  ===========  ==========
<CAPTION>
  VARIABLE
  INSURANCE
  PRODUCTS
   FUND II
- ------------ --------------
   ASSET
  MANAGER
SUB-ACCOUNT      TOTAL
- ------------ --------------
<S>          <C>
$    2,359   $  64,061,749
   275,419      95,415,706
- ------------ --------------
   277,778     159,477,455
   696,227     202,985,540
 1,507,606        --
  (709,312)   (115,320,001)
- ------------ --------------
 1,494,521      87,665,539
- ------------ --------------
 1,772,299     247,142,994
   200,694     365,491,290
- ------------ --------------
$1,972,993   $ 612,634,284
============ ==============
</TABLE>
 
 
                       See Notes to Financial Statements
 
                                       21
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                      STATEMENT OF CHANGES IN NET ASSETS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                    NEW ENGLAND ZENITH FUND
                   -------------------------------------------------------------------------------------------------
                     CAPITAL                                 STOCK                    AVANTI      VALUE      SMALL
                      GROWTH        BOND         MONEY       INDEX                    GROWTH      GROWTH      CAP
                       SUB-        INCOME       MARKET        SUB-       MANAGED       SUB-        SUB-       SUB-
                     ACCOUNT     SUB-ACCOUNT  SUB-ACCOUNT   ACCOUNT    SUB-ACCOUNT   ACCOUNT     ACCOUNT    ACCOUNT*
                   ------------  -----------  -----------  ----------  -----------  ----------  ----------  --------
<S>                <C>           <C>          <C>          <C>         <C>          <C>         <C>         <C>
FROM INVESTMENT
 ACTIVITIES
 Net investment
  income (loss)..  $ 11,881,805  $ 1,291,818  $   598,102  $  247,929  $   592,900  $   11,372  $   71,603  $    299
 Net realized and
  unrealized gain
  (loss) on
  investments....   (36,140,510)  (2,068,414)     --         (181,812)    (861,559)     63,068     (64,616)    4,662
                   ------------  -----------  -----------  ----------  -----------  ----------  ----------  --------
 Increase
  (decrease) in
  net assets
  derived from
  investment
  activities.....   (24,258,705)    (776,596)     598,102      66,117     (268,659)     74,440       6,987     4,961
FROM POLICY-
 RELATED
 TRANSACTIONS
 Net premiums
  transferred
  from New
  England
  Variable Life
  Insurance
  Company........   101,802,783    6,362,705   39,544,492   3,600,140    4,112,835   3,173,029   1,762,484     4,323
 Net transfers
  (to) from other
  sub-accounts...    (1,234,289)    (822,617) (29,858,294)    718,688     (186,357)  2,527,486   2,012,595   226,677
 Net transfers to
  New England
  Variable Life
  Insurance
  Company........   (56,761,722)  (4,458,223)  (6,161,941) (2,075,140)  (3,102,454) (2,027,427) (1,190,128)  (45,131)
                   ------------  -----------  -----------  ----------  -----------  ----------  ----------  --------
 Increase in net
  assets derived
  from policy-
  related
  transactions...    43,806,772    1,081,865    3,524,257   2,243,688      824,024   3,673,088   2,584,951   185,869
                   ------------  -----------  -----------  ----------  -----------  ----------  ----------  --------
 Net increase in
  net assets.....    19,548,067      305,269    4,122,359   2,309,805      555,365   3,747,528   2,591,938   190,830
NET ASSETS, AT
 BEGINNING OF THE
 PERIOD..........   229,946,670   16,444,862   12,758,384   7,369,159   14,204,213   2,663,683   1,501,043     --
                   ------------  -----------  -----------  ----------  -----------  ----------  ----------  --------
NET ASSETS, AT
 END OF THE
 PERIOD..........  $249,494,737  $16,750,131  $16,880,743  $9,678,964  $14,759,578  $6,411,211  $4,092,981  $190,830
                   ============  ===========  ===========  ==========  ===========  ==========  ==========  ========
<CAPTION>
                                                       VARIABLE
                                                       INSURANCE
                          VARIABLE INSURANCE           PRODUCTS
                             PRODUCTS FUND              FUND II
                   ----------------------------------- ---------- -------------
                                               HIGH      ASSET
                     EQUITY-                  INCOME    MANAGER
                     INCOME      OVERSEAS      SUB-      SUB-
                   SUB-ACCOUNT  SUB-ACCOUNT  ACCOUNT** ACCOUNT**     TOTAL
                   ------------ ------------ --------- ---------- -------------
<S>                <C>          <C>          <C>       <C>        <C>
FROM INVESTMENT
 ACTIVITIES
 Net investment
  income (loss)..  $   594,515  $   (63,886)  $    (6) $    (34)  $ 15,226,417
 Net realized and
  unrealized gain
  (loss) on
  investments....       55,717     (439,917)      213    (1,503)   (39,634,671)
                   ------------ ------------ --------- ---------- -------------
 Increase
  (decrease) in
  net assets
  derived from
  investment
  activities.....      650,232     (503,803)      207    (1,537)   (24,408,254)
FROM POLICY-
 RELATED
 TRANSACTIONS
 Net premiums
  transferred
  from New
  England
  Variable Life
  Insurance
  Company........    9,237,234   11,268,285       102     8,495    180,876,907
 Net transfers
  (to) from other
  sub-accounts...    9,868,299   16,487,055    36,048   224,709        --
 Net transfers to
  New England
  Variable Life
  Insurance
  Company........   (4,905,512)  (8,836,370)   (5,935)  (30,973)   (89,600,956)
                   ------------ ------------ --------- ---------- -------------
 Increase in net
  assets derived
  from policy-
  related
  transactions...   14,200,021   18,918,970    30,215   202,231     91,275,951
                   ------------ ------------ --------- ---------- -------------
 Net increase in
  net assets.....   14,850,253   18,415,167    30,422   200,694     66,867,697
NET ASSETS, AT
 BEGINNING OF THE
 PERIOD..........    4,281,914    9,453,665     --        --       298,623,593
                   ------------ ------------ --------- ---------- -------------
NET ASSETS, AT
 END OF THE
 PERIOD..........  $19,132,167  $27,868,832   $30,422  $200,694   $365,491,290
                   ============ ============ ========= ========== =============
</TABLE>
 *For the period May 2, 1994 (Commencement of Operations) through 
  December 31, 1994.
**For the period August 31, 1994 (Commencement of Operations) through 
  December 31, 1994.
 
                       See Notes to Financial Statements
 
                                       22
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                      STATEMENT OF CHANGES IN NET ASSETS
 
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                  NEW ENGLAND ZENITH FUND
                   -------------------------------------------------------------------------------------------
                     CAPITAL        BOND         MONEY        STOCK                     AVANTI       VALUE
                      GROWTH       INCOME       MARKET        INDEX       MANAGED       GROWTH       GROWTH
                   SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT* SUB-ACCOUNT*
                   ------------  -----------  -----------  -----------  -----------  ------------ ------------
<S>                <C>           <C>          <C>          <C>          <C>          <C>          <C>
FROM INVESTMENT
 ACTIVITIES
 Net investment
  income (loss)..  $ 13,090,465  $ 1,631,730  $   341,165  $  246,247   $   705,102   $   25,675   $   27,942
 Net realized and
  unrealized gain
  on investments.    20,406,394      187,990      --          400,747       590,219      143,066       67,374
                   ------------  -----------  -----------  ----------   -----------   ----------   ----------
 Increase in net
  assets derived
  from investment
  activities.....    33,496,859    1,819,720      341,165     646,994     1,295,321      168,741       95,316
FROM POLICY-
 RELATED
 TRANSACTIONS
 Net premiums
  transferred
  from New
  England
  Variable Life
  Insurance
  Company........    88,880,791    5,429,522   27,439,024   2,696,124     3,325,220      579,106      252,321
 Net transfers
  (to) from other
  sub-accounts...      (185,104)   1,155,530  (22,054,415)  1,088,665     1,967,320    2,787,043    1,529,391
 Net transfers to
  New England
  Variable Life
  Insurance
  Company........   (41,091,866)  (2,588,466)  (5,031,875) (1,483,033)   (1,785,088)    (871,207)    (375,985)
                   ------------  -----------  -----------  ----------   -----------   ----------   ----------
 Increase in net
  assets derived
  from policy-
  related
  transactions...    47,603,821    3,996,586      352,734   2,301,756     3,507,452    2,494,942    1,405,727
                   ------------  -----------  -----------  ----------   -----------   ----------   ----------
 Net increase in
  net assets.....    81,100,680    5,816,306      693,899   2,948,750     4,802,773    2,663,683    1,501,043
 NET ASSETS,
  BEGINNING OF
  THE PERIOD.....   148,845,990   10,628,556   12,064,485   4,420,409     9,401,440       --           --
                   ------------  -----------  -----------  ----------   -----------   ----------   ----------
 NET ASSETS, AT
  END OF THE
  PERIOD.........  $229,946,670  $16,444,862  $12,758,384  $7,369,159   $14,204,213   $2,663,683   $1,501,043
                   ============  ===========  ===========  ==========   ===========   ==========   ==========
<CAPTION>
                      VARIABLE INSURANCE
                         PRODUCTS FUND
                   -------------------------
                     EQUITY-
                      INCOME      OVERSEAS
                   SUB-ACCOUNT* SUB-ACCOUNT*    TOTAL
                   ------------ ------------ -------------
<S>                <C>          <C>          <C>
FROM INVESTMENT
 ACTIVITIES
 Net investment
  income (loss)..   $   39,142   $  (17,666) $ 16,089,802
 Net realized and
  unrealized gain
  on investments.       92,954      701,070    22,589,814
                   ------------ ------------ -------------
 Increase in net
  assets derived
  from investment
  activities.....      132,096      683,404    38,679,616
FROM POLICY-
 RELATED
 TRANSACTIONS
 Net premiums
  transferred
  from New
  England
  Variable Life
  Insurance
  Company........      964,191    1,568,988   131,135,287
 Net transfers
  (to) from other
  sub-accounts...    4,320,708    9,390,862       --
 Net transfers to
  New England
  Variable Life
  Insurance
  Company........   (1,135,081)  (2,189,589)  (56,552,190)
                   ------------ ------------ -------------
 Increase in net
  assets derived
  from policy-
  related
  transactions...    4,149,818    8,770,261    74,583,097
                   ------------ ------------ -------------
 Net increase in
  net assets.....    4,281,914    9,453,665   113,262,713
 NET ASSETS,
  BEGINNING OF
  THE PERIOD.....       --           --       185,360,880
                   ------------ ------------ -------------
 NET ASSETS, AT
  END OF THE
  PERIOD.........   $4,281,914   $9,453,665  $298,623,593
                   ============ ============ =============
</TABLE>
*For the period April 30, 1993 (Commencement of Operations) through 
 December 31, 1993.
 
                       See Notes to Financial Statements
 
                                       23
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
                                      OF
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. New England Variable Life Separate Account (the "Account") of New England
Variable Life Insurance Company ("NEVLICO"), was established by NEVLICO's
Board of Directors on January 31, 1983 in accordance with the regulations of
the Delaware Insurance Department. NEVLICO is a wholly-owned subsidiary of New
England Mutual Life Insurance Company ("The New England"). The Account is
registered as a unit investment trust under the Investment Company Act of
1940. The assets of the Account are owned by NEVLICO. However, that portion of
the Account assets equal to the reserves and other liabilities of the Account
may not be charged with liabilities that arise out of any other business
NEVLICO may conduct.
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
2. The Account has sixteen investment sub-accounts each of which invests in
the shares of one portfolio of the New England Zenith Fund ("Zenith Fund"),
the Variable Insurance Products Fund or the Variable Insurance Products Fund
II. The portfolios of the Zenith Fund, the Variable Insurance Products Fund
and Variable Insurance Products Fund II in which the sub-accounts invest are
referred to herein as the "Eligible Funds". The Zenith Fund, the Variable
Insurance Products Fund and the Variable Insurance Products Fund II are
diversified, open-end management investment companies. The Account purchases
or redeems shares of the sixteen Eligible Funds based on the amount of net
premiums invested in the Account, transfers among the sub-accounts, policy
loans, surrender payments, and death benefit payments. The values of the
shares of the Eligible Funds are determined as of the close of the New York
Stock Exchange (normally 4:00 p.m. EST) on each day the Exchange is open for
trading. Realized gains and losses on the sale of the Eligible Funds' shares
are computed on the basis of identified cost on the trade date. Income from
dividends is recorded on the ex-dividend date.
 
3. Certain deductions are made from each premium payment paid to NEVLICO to
arrive at a net premium that is transferred to the Account, and certain
deductions are made from the variable life insurance policies' cash value.
These deductions include sales load, administrative expenses, a risk charge,
state premium taxes and the cost of providing insurance protection. Charges
for investment advisory fees and other expenses are deducted from the assets
of the Eligible Funds.
 
NEVLICO charges the Account for mortality and expense risks NEVLICO assumes.
Currently, the charges are made daily at an annual rate of .35% of the Account
assets attributable to fixed premium ("Zenith Life") variable life policies,
 .45% of the Account assets attributable to single premium ("Zenith Life One")
variable life policies, .60% of the Account assets attributable to variable
ordinary ("Zenith Life Plus" and "Zenith Life Plus II") life policies and
limited payment ("Zenith Life Executive 65") variable life policies, .90% of
the Account assets attributable to variable survivorship ("Zenith Survivorship
Life") life policies, and .75% of the Accounts assets attributable to flexible
premium ("Zenith Flexible Life") variable life policies.
 
4. For federal income tax purposes the Account's operations are included with
those of NEVLICO. NEVLICO intends to make appropriate charges against the
Account in the future if and when tax liabilities arise.
 
                                      24
<PAGE>
 
5. The adviser and sub-adviser for each series of the Zenith Fund are listed
in the chart below. TNE Advisers, Inc. which is a subsidiary of The New
England, and each of the sub-advisers are registered with the SEC as
investment advisers under the Investment Advisers Act of 1940.
 
<TABLE>
<CAPTION>
        SERIES                           ADVISER                              SUB-ADVISER
        ------           ---------------------------------------- ------------------------------------
<S>                      <C>                                      <C>
Capital Growth           Capital Growth Management, L.P. ("CGM")*
Back Bay Advisors Money  TNE Advisers, Inc.                       Back Bay Advisors, L.P.**
 Market
Back Bay Advisors Bond   TNE Advisers, Inc.                       Back Bay Advisors, L.P.**
 Income
Back Bay Advisors Man-   TNE Advisers, Inc.                       Back Bay Advisors, L.P.**
 aged
Westpeak Stock Index     TNE Advisers, Inc.                       Westpeak Investment Advisors, L.P.**
Westpeak Value Growth    TNE Advisers, Inc.                       Westpeak Investment Advisors, L.P.**
Loomis Sayles Avanti     TNE Advisers, Inc.                       Loomis, Sayles & Company, L.P.**
 Growth
Loomis Sayles Small Cap  TNE Advisers, Inc.                       Loomis, Sayles & Company, L.P.**
Loomis Sayles Balanced   TNE Advisers, Inc.                       Loomis, Sayles & Company, L.P.**
Draycott International   TNE Advisers, Inc.                       Draycott Partners, Ltd.
 Equity
Venture Value            TNE Advisers, Inc.                       Davis Selected Advisers, Inc.
Alger Equity Growth      TNE Advisers, Inc.                       Fred Alger Management, Inc.
</TABLE>
 *An affiliate of The New England
**An indirect subsidiary of The New England
 
In the case of the Back Bay Advisors Money Market Series, Back Bay Advisors
Bond Income Series, Back Bay Advisors Managed Series, Westpeak Stock Index
Series, Westpeak Value Growth Series, Loomis Sayles Avanti Growth Series and
Loomis Sayles Small Cap Series, TNE Advisers became the adviser on May 1,
1995. Prior to that date those series were advised by their current sub-
adviser, except as follows. The New England itself served as investment
adviser to the Back Bay Advisors Money Market Series and Back Bay Advisors
Bond Income Series until September 10, 1986 when Back Bay Advisors assumed The
New England's responsibilities under the investment advisory agreements with
those Series. Back Bay Advisors served as investment adviser to the Westpeak
Stock Index Series until August 2, 1993, when Westpeak became the investment
adviser. The Capital Growth Series was managed by Loomis, Sayles until March
1, 1990, when its Capital Growth Management Division was reorganized into CGM.
The Equity-Income, Overseas, and High Income Portfolios of the Variable
Insurance Products Fund and the Asset Manager Portfolio of the Variable
Insurance Products Fund II receive investment advice from Fidelity Management
& Research Company.
 
6. The following table shows the aggregate cost of shares purchased and
proceeds from sales of each sub-account for the year ended December 31, 1995:
 
<TABLE>
<CAPTION>
                                                        PURCHASES      SALES
                                                       ------------ ------------
   <S>                                                 <C>          <C>
   Capital Growth..................................... $200,281,232 $116,993,476
   Bond Income........................................   16,076,440    9,010,606
   Money Market.......................................   51,706,425   48,778,431
   Stock Index........................................   10,217,009    5,126,128
   Managed............................................    9,702,729    6,752,145
   Avanti Growth......................................   11,720,650    5,095,439
   Value Growth.......................................    8,339,177    3,233,834
   Small Cap..........................................    8,289,292    1,036,546
   Balanced*..........................................      543,509       44,789
   Equity Growth*.....................................    7,457,885      659,051
   International Equity*..............................    1,311,245      141,349
   Venture Value*.....................................    4,190,213      358,520
   Equity-Income......................................   35,035,388   12,369,269
   Overseas...........................................   29,153,622   21,467,284
   High Income........................................    2,512,442      671,600
   Asset Manager......................................    2,693,521      662,285
</TABLE>
 
*For the period May 1, 1995 (Commencement of Operations) through December 31,
 1995.
 
                                      25
<PAGE>
 
7. The following table shows the net investment return of the sub-account for
each type of variable life insurance policy investing in the Account. The net
investment return reflects the appropriate mortality and expense risk charge
against sub-account assets for each type of variable life insurance policy
shown. These figures do not reflect charges deducted from premiums and cash
values of the policies. Such charges will affect the actual cash values and
benefits of the policies. Certain amounts have been restated to conform with
the current calculation of net investment return to provide greater
comparability with industry convention.
 
FIXED PREMIUM ("ZENITH LIFE") POLICIES
 
<TABLE>
<CAPTION>
                                                 NET INVESTMENT RETURN OF THE SUB-ACCOUNTS
                         ------------------------------------------------------------------------------------------
                         1/1/86-  1/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT              12/31/86 12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------              -------- --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Capital Growth..........  94.53%   52.17%    (9.11%)  30.30%   (3.82%)  53.45%   (6.38%)  14.57%   (7.39%)  37.55%
Bond Income.............  14.43%    1.91%     7.99%   11.91%    7.71%   17.55%    7.80%   12.22%   (3.70%)  20.78%
Money Market............   6.43%    6.16%     7.14%    8.87%    7.81%    5.84%    3.43%    2.61%    3.61%    5.33%
<CAPTION>
                                  5/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT                       12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------                       --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Stock Index...................... (12.40%)   15.93%   29.70%   (4.48%)  29.98%    6.92%    9.34%    0.76%   36.44%
Managed..........................   (.89%)    9.10%   18.67%    2.85%   19.75%    6.33%   10.26%   (1.46%)  30.81%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Avanti Growth..........................................................................   14.47%   (0.62%)  29.90%
Value Growth...........................................................................   13.97%   (1.55%)  35.99%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Equity-Income..........................................................................    9.29%    6.69%   34.62%
Overseas...............................................................................   14.57%    1.37%    9.30%
<CAPTION>
                                                                                                  5/2/94-  1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
Small Cap.......................................................................................   (3.45%)  28.40%
<CAPTION>
                                                                                                  8/31/94- 1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
High Income.....................................................................................   (0.58%)  20.18%
Asset Manager...................................................................................   (4.41%)  16.55%
<CAPTION>
                                                                                                           5/1/95-
SUB-ACCOUNT                                                                                                12/31/95
- -----------                                                                                                --------
<S>                                                                                                        <C>
Equity Growth............................................................................................   24.84%
Balanced.................................................................................................   13.75%
International Equity.....................................................................................    3.85%
Venture Value............................................................................................   21.64%
</TABLE>
 
                                      26
<PAGE>
 
SINGLE PREMIUM ("ZENITH LIFE ONE") POLICIES
 
<TABLE>
<CAPTION>
                                                 NET INVESTMENT RETURN OF THE SUB-ACCOUNTS
                         ------------------------------------------------------------------------------------------
                         1/1/86-  1/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT              12/31/86 12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------              -------- --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Capital Growth..........  94.33%   52.02%    (9.20%)  30.17%   (3.91%)  53.29%   (6.47%)  14.46%   (7.38%)  37.41%
Bond Income.............  14.32%    1.81%     7.88%   11.79%    7.60%   17.43%    7.69%   12.10%   (3.80%)  20.66%
Money Market............   6.32%    6.05%     7.03%    8.77%    7.71%    5.74%    3.33%    2.51%    3.35%    5.23%
<CAPTION>
                                  5/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT                       12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------                       --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Stock Index...................... (12.46%)   15.82%   29.57%   (4.58%)  29.85%    6.81%    9.23%    0.66%   36.30%
Managed..........................   (.96%)    8.99%   18.55%    2.75%   19.63%    6.22%   10.15%   (1.56%)  30.67%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Avanti Growth..........................................................................   14.39%   (0.72%)  29.77%
Value Growth...........................................................................   13.90%   (1.65%)  35.85%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Equity-Income..........................................................................    9.22%    6.59%   34.49%
Overseas...............................................................................   14.49%    1.27%    9.19%
<CAPTION>
                                                                                                  5/2/94-  1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
Small Cap.......................................................................................   (3.52%)  28.27%
<CAPTION>
                                                                                                  8/31/94- 1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
High Income.....................................................................................   (0.61%)  20.06%
Asset Manager...................................................................................   (4.45%)  16.43%
<CAPTION>
                                                                                                           5/1/95-
SUB-ACCOUNT                                                                                                12/31/95
- -----------                                                                                                --------
<S>                                                                                                        <C>
Equity Growth............................................................................................   24.76%
Balanced.................................................................................................   13.67%
International Equity.....................................................................................    3.79%
Venture Value............................................................................................   21.56%
</TABLE>
 
                                       27
<PAGE>
 
VARIABLE ORDINARY ("ZENITH LIFE PLUS" AND "ZENITH LIFE PLUS II") AND LIMITED
PAYMENT ("ZENITH LIFE EXECUTIVE 65") POLICIES
 
<TABLE>
<CAPTION>
                                                 NET INVESTMENT RETURN OF THE SUB-ACCOUNTS
                         ------------------------------------------------------------------------------------------
                         1/1/86-  1/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT              12/31/86 12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------              -------- --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Capital Growth..........  94.04%   51.79%    (9.34%)  29.98%   (4.06%)  53.06%   (6.61%)  14.28%   (7.62%)  37.21%
Bond Income.............  14.15%    1.65%     7.72%   11.63%    7.44%   17.25%    7.53%   11.94%   (3.94%)  20.47%
Money Market............   6.16%    5.89%     6.87%    8.60%    7.54%    5.58%    3.18%    2.36%    3.35%    5.07%
<CAPTION>
                                  5/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT                       12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------                       --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Stock Index...................... (12.55%)   15.65%   29.37%   (4.72%)  29.65%    6.65%    9.07%    0.51%   36.10%
Managed..........................  (1.06%)    8.83%   18.37%    2.59%   19.45%    6.06%    9.99%   (1.70%)  30.48%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Avanti Growth..........................................................................   14.28%   (0.87%)  29.57%
Value Growth...........................................................................   13.78%   (1.80%)  35.65%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Equity-Income..........................................................................    9.11%    6.43%   34.29%
Overseas...............................................................................   14.38%    1.12%    9.02%
<CAPTION>
                                                                                                  5/2/94-  1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
Small Cap.......................................................................................   (3.61%)  28.08%
<CAPTION>
                                                                                                  8/31/94- 1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
High Income.....................................................................................   (0.66%)  19.88%
Asset Manager...................................................................................   (4.49%)  16.26%
<CAPTION>
                                                                                                           5/1/95-
SUB-ACCOUNT                                                                                                12/31/95
- -----------                                                                                                --------
<S>                                                                                                        <C>
Equity Growth............................................................................................   24.64%
Balanced.................................................................................................   13.56%
International Equity.....................................................................................    3.68%
Venture Value............................................................................................   21.44%
</TABLE>
 
                                       28
<PAGE>
 
VARIABLE SURVIVORSHIP ("ZENITH SURVIVORSHIP LIFE") POLICIES
 
<TABLE>
<CAPTION>
                                                 NET INVESTMENT RETURN OF THE SUB-ACCOUNTS
                         ------------------------------------------------------------------------------------------
                         1/1/86-  1/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT              12/31/86 12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------              -------- --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Capital Growth..........  93.46%   51.34%    (9.61%)  29.59%   (4.35%)  52.61%   (6.90%)  13.94%   (7.90%)  36.80%
Bond Income.............  13.81%    1.35%     7.40%   11.29%    7.11%   16.90%    7.21%   11.60%   (4.23%)  20.12%
Money Market............   5.85%    5.57%     6.55%    8.28%    7.22%    5.26%    2.87%    2.05%    3.04%    4.75%
<CAPTION>
                                  5/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT                       12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------                       --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Stock Index...................... (12.73%)   15.30%   28.99%   (5.01%)  29.27%    6.33%    8.74%    0.21%   35.69%
Managed..........................  (1.26%)    8.50%   18.02%    2.28%   19.10%    5.74%    9.69%   (2.00%)  30.09%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Avanti Growth..........................................................................   14.05%   (1.16%)  29.19%
Value Growth...........................................................................   13.55%   (2.09%)  35.25%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Equity-Income..........................................................................    8.89%    6.11%   33.89%
Overseas...............................................................................   14.15%    0.82%    8.70%
<CAPTION>
                                                                                                  5/2/94-  1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
Small Cap.......................................................................................   (3.80%)  27.69%
<CAPTION>
                                                                                                  8/31/94- 1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
High Income.....................................................................................   (0.76%)  19.53%
Asset Manager...................................................................................   (4.59%)  15.91%
</TABLE>
 
                                       29
<PAGE>
 
FLEXIBLE PREMIUM ("ZENITH FLEXIBLE LIFE") POLICIES
 
<TABLE>
<CAPTION>
                                                 NET INVESTMENT RETURN OF THE SUB-ACCOUNTS
                         ------------------------------------------------------------------------------------------
                         1/1/86-  1/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT              12/31/86 12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------              -------- --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Capital Growth..........  93.75%   51.56%    (9.47%)  31.88%   (5.73%)  52.83%   (6.75%)  14.11%   (7.76%)  37.00%
Bond Income.............  13.98%    1.50%     7.56%   11.46%    7.28%   17.08%    7.37%   11.77%   (4.08%)  20.29%
Money Market............   6.01%    5.73%     6.71%    8.44%    7.38%    5.42%    3.02%    2.20%    3.20%    4.91%
<CAPTION>
                                  5/1/87-   1/1/88-  1/1/89-  1/1/90-  1/1/91-  1/1/92-  1/1/93-  1/1/94-  1/1/95-
SUB-ACCOUNT                       12/31/87  12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- -----------                       --------  -------- -------- -------- -------- -------- -------- -------- --------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Stock-Index...................... (13.06%)   15.47%   29.18%   (4.86%)  29.46%    6.49%    8.90%    0.36%   35.90%
Managed..........................  (1.15%)    8.67%   18.20%    2.44%   19.28%    5.90%    9.82%   (1.85%)  30.28%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Avanti Growth..........................................................................   14.16%   (1.01%)  29.38%
Value Growth...........................................................................   13.67%   (1.94%)  35.45%
<CAPTION>
                                                                                         4/30/93- 1/1/94-  1/1/95-
SUB-ACCOUNT                                                                              12/31/93 12/31/94 12/31/95
- -----------                                                                              -------- -------- --------
<S>                                                                                      <C>      <C>      <C>
Equity-Income..........................................................................    9.00%    6.27%   34.09%
Overseas...............................................................................   14.26%    0.97%    8.86%
<CAPTION>
                                                                                                  5/2/94-  1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
Small Cap.......................................................................................   (3.71%)  27.88%
<CAPTION>
                                                                                                  8/31/94- 1/1/95-
SUB-ACCOUNT                                                                                       12/31/94 12/31/95
- -----------                                                                                       -------- --------
<S>                                                                                               <C>      <C>
High Income.....................................................................................   (0.71%)  19.71%
Asset Manager...................................................................................   (4.54%)  16.08%
<CAPTION>
                                                                                                           5/1/95-
SUB-ACCOUNT                                                                                                12/31/95
- -----------                                                                                                --------
<S>                                                                                                        <C>
Equity Growth............................................................................................   24.51%
Balanced.................................................................................................   13.44%
International Equity.....................................................................................    3.58%
Venture Value............................................................................................   21.32%
</TABLE>
 
  The net investment return of a sub-account is calculated by taking the
difference between the sub-account's ending value and beginning value for the
period and dividing it by the beginning value for the period.
 
                                       30
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholder of New England Variable Life
Insurance Company:
 
We have audited the accompanying balance sheets of New England Variable Life
Insurance Company (a wholly-owned subsidiary of New England Mutual Life
Insurance Company) as of December 31, 1995 and 1994, and the related
statements of operations, surplus, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of New England Variable Life
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with the
accounting practices prescribed or permitted by the Insurance Department of
the State of Delaware, which are considered generally accepted accounting
principles for wholly-owned stock life insurance subsidiaries of mutual life
insurance companies.
 
                                          COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
March 8, 1996
 
                                      31
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
    (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                                 BALANCE SHEETS
 
                           DECEMBER 31, 1995 AND 1994
 
                                     ASSETS
<TABLE>
<CAPTION>
                                                        1995           1994
                                                   --------------  ------------
<S>                                                <C>             <C>
Bonds............................................  $   60,779,522  $  7,828,833
Mortgage loan....................................       2,210,153     2,221,942
Policy loans.....................................      58,210,498    43,967,343
Cash and short-term investments..................      32,416,437    10,669,045
Accrued investment income........................       3,102,970     1,377,286
Premiums deferred and uncollected................       8,897,630     6,892,888
Due from separate account, net...................      95,638,637    79,549,258
Due from New England Mutual Life Insurance Compa-
 ny..............................................       4,706,831     1,889,855
Other assets.....................................         554,844       814,991
Separate account assets..........................     748,184,716   445,040,547
                                                   --------------  ------------
    Total assets.................................  $1,014,702,238  $600,251,988
                                                   ==============  ============
                           LIABILITIES AND SURPLUS
Policy reserves..................................  $   79,511,870  $ 44,648,304
Due to New England Mutual Life Insurance Company.       6,239,406     3,219,350
Borrowed money and accrued interest..............      25,137,373            --
Income taxes payable.............................       5,487,501     4,611,653
Accrued expenses.................................       6,663,644     4,746,096
Asset valuation reserve..........................         372,954       137,202
Other liabilities................................       4,767,424     1,120,620
Separate account liabilities.....................     748,184,716   445,040,547
                                                   --------------  ------------
    Total liabilities............................     876,364,888   503,523,772
Surplus:
Common stock (shares authorized: 50,000; issued
 and outstanding:
 20,000; par value $125).........................       2,500,000     2,500,000
Paid-in capital in excess of par value...........     171,738,031   117,709,808
Unassigned surplus...............................     (35,900,681)  (23,481,592)
                                                   --------------  ------------
    Total surplus................................     138,337,350    96,728,216
                                                   --------------  ------------
      Total liabilities and surplus..............  $1,014,702,238  $600,251,988
                                                   ==============  ============
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       32
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
    (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                            STATEMENTS OF OPERATIONS
 
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                        1995          1994
                                                    ------------  ------------
<S>                                                 <C>           <C>
Income:
  Premiums......................................... $279,517,998  $201,732,909
  Net investment income............................    3,250,606     3,093,033
  Considerations for supplementary contracts.......    2,243,426            --
                                                    ------------  ------------
                                                     285,012,030   204,825,942
Expenses:
  Death and other benefits.........................   41,689,601    23,345,664
  Increase in policy reserves......................   34,863,564    17,743,158
  Commissions......................................   40,691,028    37,220,361
  Net transfers to separate account................  120,149,836    87,853,704
  General and administrative.......................   54,105,390    43,395,223
                                                    ------------  ------------
                                                     291,499,419   209,558,110
                                                    ------------  ------------
Loss from operations before provision for income
 taxes.............................................   (6,487,389)   (4,732,168)
Provision for income taxes.........................    5,516,062     2,968,375
                                                    ------------  ------------
Net loss........................................... $(12,003,451) $ (7,700,543)
                                                    ============  ============
</TABLE>
 
                             STATEMENTS OF SURPLUS
 
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
                                                         1995         1994
                                                     ------------  -----------
<S>                                                  <C>           <C>
Surplus, beginning of year.......................... $ 96,728,216  $94,378,654
Net loss............................................  (12,003,451)  (7,700,543)
Change in non-admitted assets.......................     (179,886)     (19,141)
Change in asset valuation reserve...................     (235,752)      69,246
Capital contribution from New England Mutual Life
 Insurance Company..................................   54,028,223   10,000,000
                                                     ------------  -----------
Surplus, end of year................................ $138,337,350  $96,728,216
                                                     ============  ===========
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       33
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
    (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                            STATEMENTS OF CASH FLOWS
 
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                      1995           1994
                                                  -------------  -------------
<S>                                               <C>            <C>
Cash flows from operating activities:
  Premiums and other considerations.............. $ 277,077,189  $ 199,670,506
  Net investment income..........................     1,719,860      2,773,220
  Benefits.......................................   (39,541,592)   (23,510,882)
  Expenses and taxes.............................   (95,265,433)   (80,900,670)
  Net transfers to separate account..............  (136,239,215)  (103,547,077)
  Net increase in policy loans...................   (14,243,155)   (13,293,625)
  Other income and disbursements, net............     2,191,111     (1,972,032)
                                                  -------------  -------------
    Net cash flows used in operating activities..    (4,301,235)   (20,780,560)
Cash flows from investing activities:
  Proceeds from investments sold, matured or re-
   paid..........................................       715,484        166,942
  Cost of investments acquired...................       333,143            (11)
                                                  -------------  -------------
    Net cash flows from investing activities.....     1,048,627        166,931
Cash flows from financing activities:
  Capital contribution from New England Mutual
   Life Insurance Company........................           --      10,000,000
  Borrowed money.................................    25,000,000            --
                                                  -------------  -------------
    Net cash flows from financing activities.....    25,000,000     10,000,000
Net cash flows...................................    21,747,392    (10,613,629)
Cash and short-term investments, beginning of
 year............................................    10,669,045     21,282,674
                                                  -------------  -------------
Cash and short-term investments, end of year..... $  32,416,437  $  10,669,045
                                                  =============  =============
Non-cash financing activities:
  Capital contribution from New England Mutual
   Life Insurance Company........................ $  54,028,223  $         --
                                                  =============  =============
</TABLE>
 
 
    The accompanying notes are an integral part of the financial statements.
 
                                       34
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. NATURE OF BUSINESS:
 
  New England Variable Life Insurance Company (the "Company") is a wholly-
owned stock life insurance subsidiary of New England Mutual Life Insurance
Company (The New England). The Company sells variable life insurance and
variable annuity products through a network of general agencies located
throughout the United States.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 BASIS OF PRESENTATION
 
  The Company prepares its statutory financial statements, except as to form,
in accordance with accounting practices prescribed or permitted by the
Insurance Department of the State of Delaware. Prescribed statutory accounting
practices include a variety of publications of the National Association of
Insurance Commissioners (NAIC), as well as state laws, regulations, and
general administrative rules. Permitted accounting practices encompass all
accounting practices not so prescribed. Permitted and prescribed statutory
accounting practices are currently considered generally accepted accounting
principles (GAAP) for wholly-owned stock life insurance subsidiaries of a
mutual life insurance company.
 
  The Financial Accounting Standards Board issued Interpretation No. 40,
Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises, and Statement of Financial Accounting
Standards No. 120, Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts. The American Institute of Certified Public
Accountants issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. Neither of these
groups has a role in establishing regulatory accounting practices. These
pronouncements will require stock life subsidiaries of a mutual life insurance
company parent to modify their financial statements in order for them to
continue to be in accordance with generally accepted accounting principles,
effective for the Company's 1996 financial statements. The manner in which
policy reserves, new business acquisition costs, asset valuations and the
related tax effects are recorded will change. Management has not determined
the impact of such changes on its financial statements.
 
  Certain amounts from the 1994 financial statements have been reclassified to
conform with the 1995 presentation.
 
 USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
 
  The preparation of financial statements in accordance with permitted and
prescribed statutory accounting practices requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
 
 INVESTED ASSETS
 
  Carrying values of bonds have been determined in accordance with methods and
values adopted by the National Association of Insurance Commissioners. Bonds
are carried at amortized cost.
 
  The Company's mortgage loan on real estate is carried at outstanding
principal balance. The estimated fair value of this loan is determined using
an internal matrix based on market rates and a credit rating system.
 
  Policy loans are carried at the aggregate of the unpaid balances. Policy
loans are an integral part of insurance products and have no maturity dates.
Consequently, it is not practicable to value these instruments.
 
 
                                      35
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS--CONTINUED
  Short-term investments are carried principally at cost, which approximates
fair value, and include securities with a maturity date at purchase of less
than one year.
 
  Investment income is recognized on the accrual basis. Realized gains and
losses on the sales of investments are determined on the specific
identification method. Unrealized gains and losses are accounted for as direct
increases or decreases in surplus.
 
  SEPARATE ACCOUNT
 
  Separate account assets represent managed funds held for the benefit of
variable life and variable annuity policyholders and are reported at fair
value. Since the policyholders receive the full benefit and bear the full risk
of the separate account investments, the investment results are reflected in
the liabilities related to the separate account. The statements of operations
include the general account business and the net transfers to the separate
account.
 
  VARIABLE LIFE RESERVES
 
  Reserves for variable life insurance policies are developed using the 1958
and 1980 Commissioners' Standard Ordinary Mortality Table on the Net Level
Premium Method, the Net Single Premium Method, or the Modified Full
Preliminary Term Method with assumed interest rates ranging from 4% to 5%.
 
  DUE FROM SEPARATE ACCOUNT, NET
 
  The Company records as a receivable amounts that are due from the separate
account for policy charges (including cost of insurance charges,
administrative charges and minimum death benefit charges), and amounts held
for policy account values in excess of the statutory reserve.
 
  Amounts held in excess of the reserve cannot be transferred unless the
policy is terminated or the policy account value is withdrawn.
 
  Actual transfers from the separate account to the general account for the
policy charges are made on a periodic basis to reduce this receivable. The
components of the amount due from the separate account, net as of December 31,
1995 and 1994 are as follows:
 
<TABLE>
<CAPTION>
                                                           1995        1994
                                                        ----------- -----------
   <S>                                                  <C>         <C>
   Account values in excess of reserves................ $93,318,010 $75,718,686
   Policy charges......................................   2,320,627   3,830,572
                                                        ----------- -----------
     Total............................................. $95,638,637 $79,549,258
                                                        =========== ===========
</TABLE>
 
  RECOGNITION OF PREMIUM REVENUE AND RELATED EXPENSES
 
  Variable life premium revenue is recognized during the premium paying
period. Annuity considerations and deposits are recognized as revenue when
received. Commissions and other expenses in connection with acquiring new
business are charged to current operations as incurred.
 
  FEDERAL INCOME TAXES
 
  The Company's federal income tax return is consolidated with The New
England. The method of allocation between the companies is subject to a tax
sharing agreement, and allocation is based upon separate return calculations
with current credit for net losses. Net operating loss carryforwards to the
extent not previously reimbursed will be utilized as a deduction before
determining the tax liability to The New England.
 
3. INVESTMENT RESERVES AND INTEREST MAINTENANCE RESERVE:
 
  The Asset Valuation Reserve (AVR) is designed to mitigate the effect of
valuation and credit-related losses on unassigned surplus. The AVR covers all
invested asset classes with risk of loss, including bonds and mortgage loans.
 
                                      36
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS--CONTINUED
 
  The Interest Maintenance Reserve (IMR) accumulates realized capital gains
and losses on the sale of all types of fixed income securities which result
from changes in the overall level of interest rates. These gains are amortized
into operating income over the remaining life of each investment sold. The IMR
amounted to $74,707 and $75,451 as of December 31, 1995 and 1994,
respectively. The amortization of the IMR into net income net of federal
income tax for 1995 and 1994 was $3,117 and $2,702, respectively.
 
4. INVESTMENTS:
 
  The carrying value and estimated fair values of debt securities excluding
separate account assets are as follows:
 
<TABLE>
<CAPTION>
                                                 1995
                                          GROSS UNREALIZED
                                 CARRYING -----------------  ESTIMATED
                                  VALUE    GAINS    LOSSES   FAIR VALUE
                                 -------- -------- --------  ---------- 
                                            (IN THOUSANDS)
   <S>                           <C>      <C>      <C>       <C>        
   U.S. Treasury securities and
    obligations of
    U.S. government
    corporations and agencies..  $ 3,847  $     61 $   --     $ 3,908
   Corporate securities........   56,393     1,353    (355)    57,391
   Mortgage-backed securities..       70         1     --          71
   Other.......................      470        61     --         531
                                 -------  -------- -------    -------
   Totals......................  $60,780  $  1,476 $  (355)   $61,901
                                 =======  ======== =======    =======
<CAPTION>
                                                 1994
                                          GROSS UNREALIZED
                                 CARRYING -----------------  ESTIMATED
                                  VALUE    GAINS    LOSSES   FAIR VALUE
                                 -------- -------- --------  ---------- 
                                            (IN THOUSANDS)
   <S>                           <C>      <C>      <C>       <C>        
   U.S. Treasury securities and
    obligations of
    U.S. government
    corporations and agencies..  $ 4,191  $     62 $   (60)   $ 4,193
   Corporate securities........    3,546       125      (7)     3,664
   Mortgage-backed securities..       92       --       (3)        89
                                 -------  -------- -------    -------
   Totals......................  $ 7,829  $    187 $   (70)   $ 7,946
                                 =======  ======== =======    =======
</TABLE>
 
  Publicly traded debt securities are valued based upon quoted market prices.
The fair values of private placement obligations are determined using an
internal matrix based on market interest rates, the credit rating of the
specific security, and public prices of similar securities.
 
  The carrying value and estimated fair value of debt securities at December
31, 1995, by contractual maturity, are shown below. Stated maturities may
differ from contractual maturities because some borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                             CARRYING ESTIMATED
                                                              VALUE   FAIR VALUE
                                                             -------- ----------
                                                               (IN THOUSANDS)
   <S>                                                       <C>      <C>
   Due in 1 year or less.................................... $ 4,775   $ 4,826
   Due after 1 year through 5 years.........................  27,217    27,911
   Due after 5 years through 10 years.......................  27,119    27,267
   Due after 10 years.......................................   1,599     1,826
   Mortgage-backed securities...............................      70        71
                                                             -------   -------
   Totals................................................... $60,780   $61,901
                                                             =======   =======
</TABLE>
 
 
                                      37
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS--CONTINUED
  Gross realized gains from sale of debt securities were $3,651 and $3,817 in
1995 and 1994, respectively. There were no gross realized losses in 1995 and
1994. Net realized gains of $2,373 and $2,481 in 1995 and 1994, respectively,
were transferred to the IMR.
 
  There are no significant concentrations of bonds by issuer or by industry.
 
  The estimated fair value of the Company's mortgage loan was $2,210,000 and
$2,241,000 at December 31, 1995 and 1994, respectively.
 
  Components of Net Investment Income are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDING
                                                                  DECEMBER 31,
                                                                  -------------
                                                                   1995   1994
                                                                  ------ ------
                                                                  (IN THOUSANDS)
<S>                                                               <C>    <C>
Debt securities.................................................. $  897 $  619
Short-term investments...........................................  1,140    597
Mortgage loans...................................................    234    235
Policy loans.....................................................  2,832  1,996
                                                                  ------ ------
  Total investment income........................................  5,103  3,447
Investment expenses including interest of $1,160,000 on borrowed
 money (see Note 5)..............................................  1,852    354
                                                                  ------ ------
Net investment income............................................ $3,251 $3,093
                                                                  ====== ======
</TABLE>
 
5. BORROWED MONEY
 
  In 1995, the Company borrowed $25,000,000 from a bank, bearing interest at a
variable rate, equal to the greater of the bank's base rate or money market
rates plus .6% per annum payable monthly (5.8% at December 31, 1995). The loan
is collateralized by sales loads and surrender charges collected on a defined
block of variable life insurance policies issued by the Company. Repayment is
structured in a manner to result in repayment over a term of five years. The
carrying value of the loan approximates its fair value.
 
6. RELATED PARTY TRANSACTIONS:
 
  Under the terms of a service agreement, The New England furnishes all
executive, legal, clerical, and other personnel services to the Company. The
fees for such services amounted to $50,875,006 and $40,071,822 in 1995 and
1994, respectively.
 
  All of the officers and directors of the Company are officers of The New
England.
 
  In 1995, The New England made a noncash capital contribution to the Company
of publicly traded debt securities and private placement obligations with an
estimated fair value of $54,028,223. In 1994, The New England made a cash
capital contribution of $10,000,000.
 
  The Company also reinsures certain risks with The New England. (See Note 8).
 
7. FEDERAL INCOME TAXES:
 
  Federal income taxes are provided on the basis of amounts estimated to be
payable under the Internal Revenue Code. The Company files a consolidated
federal income tax return with The New England.
 
 
                                      38
<PAGE>
 
                  NEW ENGLAND VARIABLE LIFE INSURANCE COMPANY
   (A WHOLLY-OWNED SUBSIDIARY OF NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS--CONTINUED
  Below is a reconciliation of income before federal income taxes to taxable
gain from operations.
 
<TABLE>
<CAPTION>
                                                               YEAR ENDING
                                                              DECEMBER 31,
                                                            ------------------
                                                              1995      1994
                                                            --------  --------
                                                              (IN THOUSANDS)
   <S>                                                      <C>       <C>
   Operating loss before federal income taxes.............. $ (6,487) $ (4,732)
   Deferred acquisition costs..............................   13,451    11,035
   Expense related differences.............................   11,030     3,816
   Other income related differences........................   (2,234)   (1,639)
                                                            --------  --------
   Taxable gain from operations............................   15,760     8,480
                                                            --------  --------
   Federal income taxes @ 35%.............................. $  5,516  $  2,968
                                                            ========  ========
</TABLE>
 
 
  The Internal Revenue Service has completed its examination of the Company's
income tax returns through 1991 and is currently examining the income tax
returns for 1992 to 1993. The New England is contesting certain issues since
1976. The outcome of these proceedings is not currently determinable but, in
the opinion of management, would not have a materially adverse effect on the
financial statements.
 
8. REINSURANCE:
 
  The Company's practice on individual products is to retain not more than
$250,000 of risk on any person, excluding accidental death benefits. Prior to
January 1, 1995, this retention limit had been $75,000 of risk on any person
excluding accidental death benefits. Total individual life premiums ceded were
$6.3 million and $13.8 million at December 31, 1995 and 1994, respectively. In
1995, $1.3 million of the $6.3 million premiums ceded were ceded to The New
England, and in 1994, $9.5 million of the $13.8 million premiums ceded were
ceded to The New England.
 
  The individual life insurance inforce ceded was $4.0 billion and $9.7
billion at December 31, 1995 and 1994, respectively.
 
  The Company is contingently liable with respect to ceded insurance should
any reinsurer be unable to meet the obligations assumed by it.
 
9. SUBSEQUENT EVENTS:
 
  The New England and Metropolitan Life Insurance Company (MetLife) have
entered into a definitive agreement, effective as of August 16, 1995, pursuant
to which The New England would be merged with and into MetLife. The closing of
the merger is subject to various conditions, including but not limited to the
obtaining of various regulatory approvals and the necessary approvals of the
policyholders of both companies. It is currently anticipated that the merger
will be consummated no later than the third quarter of 1996.
 
                                      39
<PAGE>
 
 
 
                                                    --------------
                                                       PROSPECTUS
 
                                                    --------------
 
                                                      MAY 1, 1996


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