MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
497, 1996-05-03
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<PAGE>
VARIABLE ANNUITY CONTRACT PROSPECTUS
FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
OF MINNESOTA MUTUAL'S VARIABLE ANNUITY ACCOUNT
 
The  individual variable annuity contract offered by this Prospectus is designed
for use by members of the faculty and employees of the University of  Minnesota.
It  may also be used by  officers, directors, full-time and part-time employees,
sales representatives and their employees,  and retirees of Minnesota Mutual  or
any  of Minnesota  Mutual's other  affiliated companies,  any trust,  pension or
benefit plan for such persons, the  spouses, siblings, direct ancestors and  the
direct  descendents of such  persons. The variable annuity  contract may also be
used by other groups. These groups  shall consist of individuals employed by  an
employer  or associated  with a program  established or maintained  by an entity
which: (1) provides an exclusive  or partially exclusive sales arrangement  with
Minnesota  Mutual or  its affiliates; (2)  allows for the  purchase of annuities
under section 403(b)  or 403(b)(9)  of the  Code; and  (3) has  more than  1,000
individuals  who  are  eligible  for  participation  by  annuity  purchase. This
variable annuity contract may also be used by individuals purchasing one or more
of these contracts wherein the  aggregate purchase payments total $5,000,000  or
more,  other than as part of a qualified  pension or profit sharing plan, and by
certain individuals solicited by registered  investment advisers who charge  new
clients a fee for their services and where the initial contract purchase payment
is  at  least  $25,000. The  use  of this  contract  may be  in  connection with
retirement plans which qualify for federal income tax advantages under  sections
401, 403 or 408 of the Internal Revenue Code.
  Contract values will accumulate on a variable basis. Contract values will be a
part  of the Variable Annuity Account.  The Variable Annuity Account invests its
assets in shares  of MIMLIC  Series Fund,  Inc. (the  "Fund"). The  accumulation
value  of the contract and the amount of each variable annuity payment will vary
in accordance with the  performance of the Portfolio  or Portfolios of the  Fund
selected  by the contract owner. The  contract owner bears the entire investment
risk for any amounts allocated to the Portfolios of the Fund.
  This Prospectus  sets  forth  concisely the  information  that  a  prospective
investor  should know before  investing in the Variable  Annuity Account, and it
should be  read  and  kept  for future  reference.  A  Statement  of  Additional
Information, bearing the same date, which contains further contract information,
has  been filed with the Securities  and Exchange Commission and is incorporated
by reference  into  this Prospectus.  A  copy  of the  Statement  of  Additional
Information  may be  obtained without  charge by  calling (612)  298-3500, or by
writing Minnesota  Mutual  at its  principal  office at  Minnesota  Mutual  Life
Center,  400 Robert  Street North,  St. Paul,  Minnesota 55101-2098.  A Table of
Contents for the Statement of Additional Information appears in this  Prospectus
on page 26.
 
This  Prospectus is not valid unless attached  to a current prospectus of MIMLIC
Series Fund, Inc.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.
 
            [LOGO]
 
The date of this document and the Statement of Additional Information is: May 1,
1996
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                 <C>
Special Terms.....................................................................          3
 
Questions and Answers About the Variable Annuity Contract.........................          3
 
Expense Table.....................................................................          7
 
Condensed Financial Information...................................................          9
 
Performance Data..................................................................         12
 
General Descriptions
    The Minnesota Mutual Life Insurance Company...................................         13
    Variable Annuity Account......................................................         13
    MIMLIC Series Fund, Inc.......................................................         13
    Additions, Deletions or Substitutions.........................................         14
 
Contract Charges
    Administrative Charge.........................................................         14
    Premium Taxes.................................................................         15
 
Voting Rights.....................................................................         15
 
Description of the Contract
    General Provisions............................................................         15
    Annuity Payments and Options..................................................         16
    Death Benefits................................................................         20
    Purchase Payments, Value of the Contract and Transfers........................         20
    Redemptions...................................................................         22
 
Federal Tax Status................................................................         22
 
Statement of Additional Information...............................................         26
 
Appendix A--Illustration of Variable Annuity Values...............................         27
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON  IS
AUTHORIZED  TO GIVE  ANY INFORMATION OR  MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE  CONTAINED IN THE PROSPECTUS, AND, IF  GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
 
2
<PAGE>
SPECIAL TERMS
 
As used in this Prospectus, the following terms have the indicated meanings:
 
ACCUMULATION  UNIT:  an  accounting device  used  to  determine the  value  of a
contract before annuity payments begin.
 
ACCUMULATION VALUE: your interest in this contract composed of your interest  in
one or more sub-accounts of the Variable Annuity Account.
 
ANNUITANT: the person who may receive lifetime benefits under the contract.
 
ANNUITY:  a  series of  payments for  life; for  life with  a minimum  number of
payments guaranteed; for the joint lifetime of the annuitant and another  person
and thereafter during the lifetime of the survivor; or for a period certain.
 
ANNUITY  UNIT:  an accounting  device used  to determine  the amount  of annuity
payments.
 
CODE: the Internal Revenue Code of 1986, as amended.
 
CONTRACT OWNER: the  owner of the  contract, which could  be the annuitant,  his
employer, or a trustee acting on behalf of the employer.
 
CONTRACT  YEAR:  a period  of one  year beginning  with the  contract date  or a
contract anniversary.
 
FIXED  ANNUITY:  an  annuity  providing  for  payments  of  guaranteed   amounts
throughout the payment period.
 
FUND:  the mutual fund  or separate investment portfolio  within a series mutual
fund which we have designated as an eligible investment for the Variable Annuity
Account, namely, MIMLIC Series Fund, Inc. and its Portfolios.
 
PLAN: a tax-qualified employer pension, profit-sharing, or annuity purchase plan
under which  benefits are  to  be provided  by  the variable  annuity  contracts
described herein.
 
PURCHASE PAYMENTS: amounts paid to us under a contract.
 
VALUATION DATE: each date on which a Fund Portfolio is valued.
 
VARIABLE  ANNUITY ACCOUNT:  a separate  investment account  called the Minnesota
Mutual Variable Annuity Account, where  the investment experience of its  assets
is kept separate from our other assets.
 
VARIABLE  ANNUITY:  an  annuity  providing for  payments  varying  in  amount in
accordance with the investment experience of the Fund.
 
WE, OUR, US: The Minnesota Mutual Life Insurance Company.
 
YOU, YOUR: the Contract Owner.
 
- ------------------------------------------------------------------------
QUESTIONS AND ANSWERS ABOUT THE VARIABLE ANNUITY CONTRACT
 
WHAT IS AN ANNUITY?
An annuity is a series of payments for  life; for life with a minimum number  of
payments  guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain.  An
annuity  with  payments which  are guaranteed  as to  amount during  the payment
period is  a fixed  annuity. An  annuity  with payments  which vary  during  the
payment  period  in  accordance with  the  investment experience  of  a separate
account is called a variable annuity.
 
WHAT CONTRACT IS OFFERED BY THIS PROSPECTUS?
The contract is  a variable  annuity contract issued  by us  which provides  for
monthly  annuity payments. These  payments may begin immediately  or at a future
date elected  by you.  Purchase payments  received by  us under  a contract  are
allocated  to our Variable  Annuity Account, where  they are invested  in one or
more Portfolios of MIMLIC Series Fund, Inc. and receive no interest or principal
guarantees.
  For more information  on the  contract, see  the heading  "Description of  the
Contract" in this Prospectus.
 
WHAT INVESTMENT OPTIONS ARE AVAILABLE FOR THE VARIABLE ANNUITY ACCOUNT?
Currently,  purchase  payments allocated  to  the Variable  Annuity  Account are
invested exclusively in shares of MIMLIC Series Fund, Inc. This Fund is a mutual
fund of the series  type, which means that  it has several different  portfolios
which  it offers for investment.  Shares of this Fund  will be made available at
net asset value  to the Variable  Annuity Account to  fund the variable  annuity
contracts.  The Fund is also required to redeem its shares at net asset value at
our request.  We reserve  the right  to add,  combine or  remove other  eligible
funds.  The investment objectives and certain  policies of the Portfolios of the
Fund are as follows:
 
                                                                               3
<PAGE>
      The Growth Portfolio seeks the long-term accumulation of capital.  Current
    income, while a factor in portfolio selection, is a secondary objective. The
    Growth  Portfolio will  invest primarily in  common stocks  and other equity
    securities. Common stocks are more volatile than debt securities and involve
    greater investment risk.
      The Bond Portfolio seeks as high a level of long-term total rate of return
    as is consistent with prudent investment  risk. A secondary objective is  to
    seek  preservation of capital.  The Bond Portfolio  will invest primarily in
    long-term, fixed-income, high-quality  debt instruments. The  value of  debt
    securities  will tend to rise  and fall inversely with  the rise and fall of
    interest rates.
      The Money  Market Portfolio  seeks maximum  current income  to the  extent
    consistent  with liquidity  and the stability  of capital.  The Money Market
    Portfolio will invest in money market instruments and other debt  securities
    with  maturities  not  exceeding  one year.  The  return  produced  by these
    securities will reflect fluctuation in short-term interest rates.
      AN INVESTMENT  IN  THE  MONEY  MARKET PORTFOLIO  IS  NEITHER  INSURED  NOR
    GUARANTEED  BY THE U.S.  GOVERNMENT AND THERE  CAN BE NO  ASSURANCE THAT THE
    PORTFOLIO WILL BE ABLE  TO MAINTAIN A  STABLE NET ASSET  VALUE OF $1.00  PER
    SHARE.
      The  Asset Allocation Portfolio  seeks as high a  level of long-term total
    rate of return  as is  consistent with  prudent investment  risk. The  Asset
    Allocation   Portfolio  will  invest  in  common  stocks  and  other  equity
    securities,  bonds  and  money  market  instruments.  The  Asset  Allocation
    Portfolio  involves  the risks  inherent in  stocks  and debt  securities of
    varying maturities and the  risk that the Portfolio  may invest too much  or
    too little of its assets in each type of security at any particular time.
      The  Mortgage Securities  Portfolio seeks a  high level  of current income
    consistent with prudent investment  risk. In pursuit  of this objective  the
    Mortgage  Securities Portfolio will follow  a policy of investment primarily
    in mortgage-related securities. Prices  of mortgage-related securities  will
    tend  to rise and fall inversely with the rise and fall of the general level
    of interest rates.
      The Index 500 Portfolio seeks investment results that correspond generally
    to the price  and yield  performance of the  common stocks  included in  the
    Standard & Poor's Corporation 500 Composite Stock Price Index (the "Index").
    It  is designed to provide an economical and convenient means of maintaining
    a broad  position in  the equity  market as  part of  an overall  investment
    strategy.  All common stocks, including those  in the Index, involve greater
    investment risk  than  debt securities.  The  fact  that a  stock  has  been
    included  in the Index affords no assurance against declines in the price or
    yield performance of that stock.
      The Capital Appreciation  Portfolio seeks growth  of capital.  Investments
    will be made based upon their potential for capital appreciation. Therefore,
    current  income  will  be incidental  to  the objective  of  capital growth.
    Because of the market risks inherent in any equity investment, the selection
    of securities on the basis of their appreciation possibilities cannot ensure
    against possible loss in value.
      The International  Stock  Portfolio  seeks long-term  capital  growth.  In
    pursuit  of this objective, the International  Stock Portfolio will follow a
    policy of investing in stocks issued by companies, large and small, and debt
    obligations of companies and governments outside the United States.  Current
    income  will be incidental to the objective of capital growth. The Portfolio
    is designed  for persons  seeking international  diversification.  Investors
    should  consider carefully  the substantial  risks involved  in investing in
    securities issued by companies and governments of foreign nations, which are
    in addition to the usual risks inherent in domestic investments.
      The Small Company  Portfolio seeks long-term  accumulation of capital.  In
    pursuit  of this objective, the Small Company Portfolio will follow a policy
    of investing  primarily  in  common  or preferred  stocks  issued  by  small
    companies,  defined  in  terms  of  either  market  capitalization  or gross
    revenues. Investments in small companies usually involve greater  investment
    risks than fixed income securities or corporate equity securities generally.
    Small  companies will  typically have a  market capitalization  of less than
    $1.5 billion or annual gross revenues of less than $1.5 billion.
      The Value Stock Portfolio seeks the long-term accumulation of capital.  In
    pursuit of this objective, the Value Stock Portfolio will follow a policy of
    investing primarily in the
 
4
<PAGE>
    equity  securities of companies  which, in the opinion  of the adviser, have
    market values which appear low relative to their underlying value or  future
    earnings  and growth potential. As it is anticipated that the Portfolio will
    consist in large part  of dividend-paying common  stocks, the production  of
    income will be a secondary objective of the Portfolio.
      The  Maturing  Government  Bond  Portfolios seek  to  provide  as  high an
    investment return  as  is consistent  with  prudent investment  risk  for  a
    specified  period of time ending on a specified liquidation date. In pursuit
    of this objective, each of the four Maturing Government Bond Portfolios seek
    to return a reasonably  assured targeted dollar  amount, predictable at  the
    time  of  investment,  on  a  specific target  date  in  the  future through
    investment in  a portfolio  composed primarily  of zero  coupon  securities.
    These are securities that pay no cash income and are sold at a discount from
    their  par value at maturity. The current target dates for the maturities of
    these Portfolios are 1998, 2002,  2006 and 2010, respectively. On  maturity,
    the  Portfolio will be converted to cash  and reinvested at the direction of
    the contract owner.  In the  absence of  instructions, liquidation  proceeds
    will be allocated to the Money Market Portfolio.
  There  is no assurance that any Portfolio will meet its objectives. Additional
information concerning the investment objectives and policies of the  Portfolios
can  be found in the current prospectus for  the Fund, which is attached to this
Prospectus. Under some contracts, not all purchase payments may be allocated  to
all the Portfolios. Additional information can be found in this Prospectus.
 
CAN YOU CHANGE THE PORTFOLIO SELECTED?
Yes.  You may change  your allocation of  future purchase payments  by giving us
written notice  or a  telephone call  notifying  us of  the change.  And  before
annuity  payments begin,  you may  transfer all or  a part  of your accumulation
value from  one  Portfolio  to  another or  among  the  Portfolios.  Under  some
contracts,  transfers may  be restricted dependent  upon the  source of purchase
payments. Additional information can be found in this Prospectus. After  annuity
payments  begin, transfers may be made with respect to variable annuity payments
and, subject  to some  restrictions, amounts  held as  annuity reserves  may  be
transferred  among the variable annuity sub-accounts and the Portfolios. Annuity
reserves may be  transferred only  from a variable  annuity to  a fixed  annuity
during the annuity period.
 
WHAT CHARGES ARE ASSOCIATED WITH THE CONTRACT?
We  deduct from the net  asset value of the  Variable Annuity Account an amount,
computed daily, equal to an annual rate of .15% for contract administration.  We
reserve  the right to increase the charge to not more than .35% of the net asset
value of the Variable Annuity Account.
  In addition, MIMLIC Asset Management Company, one of our subsidiaries, acts as
the investment adviser to the Fund and deducts from the net asset value of  each
Portfolio  of  the Fund  a  fee for  its services  which  are provided  under an
investment advisory agreement. The  investment advisory agreement provides  that
the  fee shall be  computed at an  annual rate which  may not exceed  .4% of the
Index 500 Portfolio,  .75% of the  Capital Appreciation, Value  Stock and  Small
Company Portfolios, 1.0% of the International Stock Portfolio and .5% of each of
the  remaining  Portfolio's average  daily net  assets  other than  the Maturing
Government Bond  Portfolios.  The Maturing  Government  Bond Portfolios  pay  an
advisory  fee  equal to  an annual  rate of  .25% of  average daily  net assets,
however, the Portfolio which matures  in 1998 will pay a  rate of .05% from  its
inception to April 30, 1998, and .25% thereafter and the Portfolio which matures
in  2002 will pay a rate  of .05% from its inception  to April 30, 1998 and .25%
thereafter of average daily net assets.
  The Fund is subject to certain expenses  that may be incurred with respect  to
its  operation and those expenses are allocated among the Portfolios. Currently,
Minnesota Mutual voluntarily absorbs all operating fees and expenses,  exclusive
of  advisory fees, for each  Portfolio of the Fund  that exceeds .15% of average
daily net assets with the exception of the International Stock Portfolio,  where
the  limitation of expenses is 1.00%. For  more information on the Fund, see the
prospectus of MIMLIC Series Fund, Inc. which is attached to this Prospectus.
  Deductions for any applicable premium taxes  may also be made (currently  such
taxes range from 0.0% to 3.5%) depending upon applicable law.
  For  more information on  charges, see the heading  "Contract Charges" in this
Prospectus.
 
                                                                               5
<PAGE>
CAN YOU MAKE PARTIAL WITHDRAWALS FROM THE CONTRACT?
Yes. You may make partial withdrawals of the accumulation value of your contract
before an annuity begins.  A penalty tax may  be assessed upon withdrawals  from
annuity  contracts  in  certain  circumstances. For  more  information,  see the
heading "Federal Tax Status" in this Prospectus.
 
DO YOU HAVE A RIGHT TO CANCEL THE CONTRACT?
Yes. You may cancel the contract any time within ten days of your receipt of the
contract by  returning  it  to  us  or your  agent.  In  some  states,  such  as
California,  the free look period may be  extended. In California, the free look
period is extended  to thirty days'  time for contracts  issued or delivered  to
owners  that are 60 years of age or  older at the time of delivery. These rights
are subject to change and may vary among the states.
 
IS THERE A GUARANTEED DEATH BENEFIT?
Yes. The  contract has  a guaranteed  death benefit  if you  die before  annuity
payments  have started. The death benefit shall  be equal to the greater of: (1)
the amount of the accumulation value payable at death; or (2) the amount of  the
total  purchase payments paid to us as consideration for this contract, less all
contract withdrawals.
 
WHAT ANNUITY OPTIONS ARE AVAILABLE?
The contracts  specify  several annuity  options.  Each annuity  option  may  be
elected  on either a variable  annuity or fixed annuity  or a combination of the
two. Other annuity options  may be available from  us on request. The  specified
annuity  options are  a life annuity;  a life  annuity with a  period certain of
either 120 months, 180 months or 240  months; a joint and last survivor  annuity
and a period certain annuity.
 
WHAT IF THE OWNER DIES?
If  you die  before payments begin,  we will  pay the accumulation  value of the
contract as a  death benefit  to the named  beneficiary. If  the annuitant  dies
after  annuity payments have  begun, we will  pay whatever death  benefit may be
called for by the  terms of the  annuity option selected. If  the owner of  this
contract  is  other than  a natural  person, such  as a  trust or  other similar
entity, we will  pay a  death benefit  of the  accumulation value  to the  named
beneficiary on the death of the annuitant, if death occurs prior to the date for
annuity payments to begin.
 
WHAT VOTING RIGHTS DO YOU HAVE?
Contract  owners and  annuitants will  be able to  direct us  as to  how to vote
shares of the underlying Portfolios held for their contracts.
 
6
<PAGE>
EXPENSE TABLE
 
The tables shown below are to assist a contract owner in understanding the costs
and expenses  that  a  contract  will bear  directly  or  indirectly.  For  more
information on contract costs and expenses, see the Prospectus heading "Contract
Charges"  and the information immediately following.  The table does not reflect
deductions for any applicable premium taxes which may be made from each purchase
payment depending upon the applicable law.
  The following  contract  expense information  is  intended to  illustrate  the
expense  of a MultiOption Annuity variable  annuity contract. All expenses shown
are rounded to the nearest dollar. The information contained in the tables  must
be  considered with the narrative information  which immediately follows them in
this heading.
 
FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
 SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
 
<TABLE>
<S>                                                   <C>
Administrative Charge.............................    .15 %
                                                      ----
  Total Separate Account Annual Expenses..........    .15 %
                                                      ----
                                                      ----
</TABLE>
 
MIMLIC SERIES FUND, INC. ANNUAL EXPENSES (As a percentage of average net assets
 for the described MIMLIC Series Fund, Inc. Portfolios.)
 
<TABLE>
<CAPTION>
                                                                                   OTHER               TOTAL FUND
                                                                                  EXPENSE            ANNUAL EXPENSES
                                                         INVESTMENT           (AFTER EXPENSE         (AFTER EXPENSE
                                                       MANAGEMENT FEES        REIMBURSEMENTS)        REIMBURSEMENTS)
                                                    ---------------------  ---------------------  ---------------------
<S>                                                 <C>                    <C>                    <C>
MIMLIC Series Fund, Inc.:
  Growth Portfolio................................            0.50%                  0.05%                  0.55%
  Bond Portfolio..................................            0.50%                  0.08%                  0.58%
  Money Market Portfolio..........................            0.50%                  0.14%                  0.64%
  Asset Allocation Portfolio......................            0.50%                  0.05%                  0.55%
  Mortgage Securities Portfolio...................            0.50%                  0.08%                  0.58%
  Index 500 Portfolio.............................            0.40%                  0.07%                  0.47%
  Capital Appreciation Portfolio..................            0.75%                  0.05%                  0.80%
  International Stock Portfolio...................            0.78%                  0.26%                  1.04%
  Small Company Portfolio.........................            0.75%                  0.09%                  0.84%
  Maturing Government Bond 1998 Portfolio
    (1)(2)........................................            0.05%                  0.15%                  0.20%
  Maturing Government Bond 2002 Portfolio
    (1)(2)........................................            0.05%                  0.15%                  0.20%
  Maturing Government Bond 2006 Portfolio (2).....            0.25%                  0.15%                  0.40%
  Maturing Government Bond 2010 Portfolio (2).....            0.25%                  0.15%                  0.40%
  Value Stock Portfolio (2).......................            0.75%                  0.14%                  0.89%
</TABLE>
 
(1) Investment management fees  for the Maturing Government  Bond 1998 and  2002
    Portfolios  is equal on an annual basis  to .05% of average daily net assets
    until April 30, 1998 at which time the fee will be .25% of average daily net
    assets.
 
(2) Minnesota  Mutual  voluntarily absorbed  certain  expenses of  the  Maturing
    Government  Bond 1998,  Maturing Government  Bond 2002,  Maturing Government
    Bond 2006, Maturing Government Bond 2010 and Value Stock Portfolios for  the
    year  ended  December 31,  1995. If  these portfolios  had been  charged for
    expenses, the ratio of expenses to average daily net assets would have  been
    .72%,  1.06%, 1.56%, 2.68% and .95%,  respectively. It is Minnesota Mutual's
    present intention to  waive other  fund expenses during  the current  fiscal
    year  which  exceed, as  a  percentage of  average  daily net  assets, .15%.
    Minnesota Mutual  also reserves  the option  to reduce  the level  of  other
    expenses which it will voluntarily absorb.
 
                                                                               7
<PAGE>
CONTRACT OWNER EXPENSE EXAMPLE
  You  would pay the following  expenses on a $1,000  investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.
 
<TABLE>
<CAPTION>
                                                                   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                   ------   -------   -------   --------
<S>                                                                <C>      <C>       <C>       <C>
MIMLIC Series Fund, Inc.:
  Growth Portfolio...............................................   $ 7       $22       $39       $ 87
  Bond Portfolio.................................................   $ 7       $23       $41       $ 91
  Money Market Portfolio.........................................   $ 8       $25       $44       $ 98
  Asset Allocation Portfolio.....................................   $ 7       $22       $39       $ 87
  Mortgage Securities Portfolio..................................   $ 7       $23       $41       $ 91
  Index 500 Portfolio............................................   $ 6       $20       $35       $ 77
  Capital Appreciation Portfolio.................................   $10       $30       $53       $117
  International Stock Portfolio..................................   $12       $38       $65       $144
  Small Company Portfolio........................................   $10       $32       $55       $121
  Maturing Government Bond 1998 Portfolio........................   $ 4       $11       $20       $ 44
  Maturing Government Bond 2002 Portfolio........................   $ 4       $11       $20       $ 44
  Maturing Government Bond 2006 Portfolio........................   $ 6       $18       $31       $ 69
  Maturing Government Bond 2010 Portfolio........................   $ 6       $18       $31       $ 69
  Value Stock Portfolio..........................................   $11       $33       $57       $127
</TABLE>
 
  The table does not reflect deductions  for any applicable premium taxes  which
may be made from each purchase payment depending upon the applicable law.
  Prior to May 3, 1993, several of the Portfolios were known by different names.
The Growth Portfolio was the Stock Portfolio, the Asset Allocation Portfolio was
the  Managed Portfolio, the Index 500 Portfolio  was the Index Portfolio and the
Capital Appreciation Portfolio was the Aggressive Growth Portfolio.
 
8
<PAGE>
CONDENSED FINANCIAL INFORMATION
 
The financial statements of Minnesota Mutual Variable Annuity Account and of The
Minnesota Mutual  Life  Insurance Company  may  be  found in  the  Statement  of
Additional Information.
  The table below gives per unit information about the financial history of each
sub-account  from the inception  of each to December  31, 1995. This information
should be read in conjunction with the financial statements and related notes of
Minnesota  Mutual  Variable  Annuity  Account  included  in  the  Statement   of
Additional Information.
 
<TABLE>
<CAPTION>
                                                                                                                    PERIOD FROM
                                                       YEAR ENDED DECEMBER 31,                                     JUNE 1, 1987
                     --------------------------------------------------------------------------------------------   TO DECEMBER
                       1995        1994         1993         1992        1991       1990       1989       1988         1987
                     ---------  -----------  -----------  -----------  ---------  ---------  ---------  ---------  -------------
<S>                  <C>        <C>          <C>          <C>          <C>        <C>        <C>        <C>        <C>
Growth Sub-Account:
Unit value at
 beginning of
 period............     $1.622     $1.611       $1.542        1.473        1.100      1.099      0.873      0.757        1.000
Unit value at end
 of period.........     $2.012     $1.622       $1.611        1.542        1.473      1.100      1.099      0.873        0.757
Number of units
 outstanding at end
 of period.........  1,534,005  1,477,118    1,145,632      879,694      532,298    239,250    156,253    115,601      18,851
 
Bond Sub-Account:
Unit value at
 beginning of
 period............     $1.772     $1.859       $1.688        1.585        1.350      1.261      1.121      1.050       1.000
Unit value at end
 of period.........     $2.118     $1.772       $1.859        1.688        1.585      1.350      1.261      1.121       1.050
Number of units
 outstanding at end
 of period.........  1,525,791  1,480,397    1,452,616    1,414,784    1,028,316    800,284    707,399    116,128       7,642
 
Money Market Sub-
 Account:
Unit value at
 beginning of
 period............     $1.469     $1.418       $1.383        1.342        1.275      1.185      1.093      1.026       1.000
Unit value at end
 of period.........     $1.546     $1.469       $1.418        1.383        1.342      1.275      1.185      1.093       1.026
Number of units
 outstanding at end
 of period.........    726,235    669,925      758,519      854,376    1,089,711    748,839    541,490    276,977      48,357
 
Asset Allocation
 Sub-Account:
Unit value at
 beginning of
 period............     $1.803     $1.831       $1.723        1.609        1.250      1.208      1.006      0.909       1.000
Unit value at end
 of period.........     $2.251     $1.803       $1.831        1.723        1.609      1.250      1.208      1.006       0.909
Number of units
 outstanding at end
 of period.........  1,871,136  2,307,972    2,610,010    1,843,236      659,538    316,973    216,005    144,160         571
 
Mortgage Securities
 Sub-Account:
Unit value at
 beginning of
 period............     $1.775     $1.839       $1.686        1.588        1.368      1.251      1.105      1.019       1.000
Unit value at end
 of period.........     $2.091     $1.775       $1.839        1.686        1.588      1.368      1.251      1.105       1.019
Number of units
 outstanding at end
 of period.........    485,533    477,367      632,499      753,204      363,294    187,645    172,295    157,244     117,269
 
Index 500 Sub-
 Account:
Unit value at
 beginning of
 period............     $1.695     $1.678       $1.531        1.428        1.102      1.149      0.882      0.761       1.000
Unit value at end
 of period.........     $2.316     $1.695       $1.678        1.531        1.428      1.102      1.149      0.882       0.761
Number of units
 outstanding at end
 of period.........  2,056,365  1,345,845    1,208,415    1,046,000      832,514    547,781    436,533    261,284     126,183
</TABLE>
 
                                                                               9
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                    PERIOD FROM
                                                       YEAR ENDED DECEMBER 31,                                     JUNE 1, 1987
                     --------------------------------------------------------------------------------------------   TO DECEMBER
                       1995        1994         1993         1992        1991       1990       1989       1988         1987
                     ---------  -----------  -----------  -----------  ---------  ---------  ---------  ---------  -------------
<S>                  <C>        <C>          <C>          <C>          <C>        <C>        <C>        <C>        <C>
Capital
 Appreciation
 Sub-Account:
Unit value at
 beginning of
 period............     $1.974     $1.933       $1.754        1.672        1.182      1.206      0.874      0.813        1.000
Unit value at end
 of period.........     $2.420     $1.974       $1.933        1.754        1.672      1.182      1.206      0.874        0.813
Number of units
 outstanding at end
 of period.........  1,869,447  1,659,517    1,193,412      913,174      582,915    339,404    180,206    135,463       8,751
 
International Stock
 Sub-Account:
Unit value at
 beginning of
 period............     $1.311     $1.317       $0.915        1.000  (a)
Unit value at end
 of period.........     $1.495     $1.311       $1.317        0.915
Number of units
 outstanding at end
 of period.........  2,254,079  2,153,847    1,330,940      441,041
 
Small Company Sub-
 Account
Unit value at
 beginning of
 period............     $1.217     $1.148       $1.000  (b)
Unit value at end
 of period.........     $1.604     $1.217       $1.148
Number of units
 outstanding at end
 of period.........  1,581,035  1,091,852      387,337
 
Maturing Government
 Bond 1998 Sub-
 Account
Unit value at
 beginning of
 period............     $0.988     $1.000  (c)
Unit value at end
 of period.........     $1.145     $0.988
Number of units
 outstanding at end
 of period.........  1,146,897    881,942
 
Maturing Government
 Bond 2002 Sub-
 Account
Unit value at
 beginning of
 period............     $0.979     $1.000  (c)
Unit value at end
 of period.........     $1.222     $0.979
Number of units
 outstanding at end
 of period.........    121,397    120,595
 
Maturing Government
 Bond 2006 Sub-
 Account
Unit value at
 beginning of
 period............     $0.970     $1.000  (c)
Unit value at end
 of period.........     $1.305     $0.970
Number of units
 outstanding at end
 of period.........    124,592    121,565
</TABLE>
 
10
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                    PERIOD FROM
                                                       YEAR ENDED DECEMBER 31,                                     JUNE 1, 1987
                     --------------------------------------------------------------------------------------------   TO DECEMBER
                       1995        1994         1993         1992        1991       1990       1989       1988         1987
                     ---------  -----------  -----------  -----------  ---------  ---------  ---------  ---------  -------------
<S>                  <C>        <C>          <C>          <C>          <C>        <C>        <C>        <C>        <C>
Maturing Government
 Bond 2010 Sub-
 Account
Unit value at
 beginning of
 period............     $0.958     $1.000(c)
Unit value at end
 of period.........     $1.351     $0.958
Number of units
 outstanding at end
 of period.........    116,635    211,596
 
Value Stock Sub-
 Account
Unit value at
 beginning of
 period............     $1.055     $1.000  (c)
Unit value at end
 of period.........     $1.400     $1.055
Number of units
 outstanding at end
 of period             426,836    183,180
</TABLE>
 
(a)  The information for the sub-account is shown  for the period May 1, 1992 to
    December 31,  1992. May  1, 1992  was the  effective date  of the  1933  Act
    Registration Statement for the sub-account.
 
(b)  The information for the sub-account is shown  for the period May 3, 1993 to
    December 31,  1993. May  3, 1993  was the  effective date  of the  1933  Act
    Registration Statement for the sub-account.
 
(c)  The information for the sub-account is shown  for the period May 2, 1994 to
    December 31,  1994. May  2, 1994  was the  effective date  of the  1933  Act
    Registration Statement for the sub-account.
 
                                                                              11
<PAGE>
PERFORMANCE DATA
 
From  time  to  time the  Variable  Annuity Account  may  publish advertisements
containing performance data  relating to its  Sub-Accounts. In the  case of  the
Money  Market Sub-Account,  the Variable Annuity  Account will  publish yield or
effective yield quotations  for a seven-day  or other specified  period. In  the
case  of the other Sub-Accounts, performance data will consist of average annual
total return quotations for a one-year period and for the period since the  Sub-
Account became available pursuant to the Variable Annuity Account's registration
statement,  and  may also  include cumulative  total  return quotations  for the
period since  the Sub-Account  became available  pursuant to  such  registration
statement.  The Money Market Sub-Account may  also quote such average annual and
cumulative total  return  figures.  Performance figures  used  by  the  Variable
Annuity  Account are  based on  historical information  of the  Sub-Accounts for
specified periods,  and  the figures  are  not  intended to  suggest  that  such
performance  will continue  in the future.  Performance figures  of the Variable
Annuity Account will reflect  only charges made against  the net asset value  of
the  Variable  Annuity Account  pursuant to  the terms  of the  variable annuity
contracts offered by this  Prospectus. The various  performance figures used  in
Variable  Annuity Account advertisements relating  to the contracts described in
this  Prospectus  are  summarized  below.  More  detailed  information  on   the
computations is set forth in the Statement of Additional Information.
 
MONEY  MARKET  SUB-ACCOUNT YIELD.       Yield  quotations for  the  Money Market
Sub-Account  are  based  on  the  income  generated  by  an  investment  in  the
sub-account  over  a  specified  period, usually  seven  days.  The  figures are
"annualized," that is, the amount of  income generated by the investment  during
the  period is assumed to be  generated over a 52-week period  and is shown as a
percentage  of  the  investment.  Effective  yield  quotations  are   calculated
similarly,  but when annualized the  income earned by an  investment in the sub-
account is assumed to be reinvested. Effective yield quotations will be slightly
higher than yield quotations because of  the compounding effect of this  assumed
reinvestment.
 
TOTAL  RETURN FIGURES.    Cumulative total return figures may also be quoted for
all Sub-Accounts.  Cumulative total  return is  based on  a hypothetical  $1,000
investment  in the Sub-Account at the beginning of the advertised period, and is
equal to  the percentage  change between  the  $1,000 net  asset value  of  that
investment  at  the beginning  of the  period and  the net  asset value  of that
investment at the end of the period.
  Prior to May  3, 1993,  several of the  Sub-Accounts were  known by  different
names.  The Growth Sub-Account  was the Stock  Sub-Account, the Asset Allocation
Sub-Account was the Managed Sub-Account, the Index 500 Sub-Account was the Index
Sub-Account and the Capital Appreciation  Sub-Account was the Aggressive  Growth
Sub-Account.
  All  cumulative  total  return  figures  published  for  Sub-Accounts  will be
accompanied by  average  annual total  return  figures for  a  one-year  period,
five-year  period  and for  the period  since  the Sub-Account  became available
pursuant to  the  Variable  Annuity Account's  registration  statement.  Average
annual  total  return figures  will show  for the  specified period  the average
annual rate of return required for an initial investment of $1,000 to equal  the
accumulation value of that investment at the end of the period.
 
PREDICTABILITY  OF  RETURN.        For  each  of  the  Maturing  Government Bond
Sub-Accounts, Minnesota Mutual will calculate  an anticipated growth rate  (AGR)
on  each day  that the  underlying Portfolio  of the  Fund is  valued. Minnesota
Mutual may also  calculate an anticipated  value at maturity  (AVM) on any  such
day.  Daily calculations  for each  are necessary  because (i)  the AGR  and AVM
calculations  assume,  among  other  things,  an  expense  ratio  and  portfolio
composition  that remains unchanged for the life of each such Sub-Account to the
target date at maturity,  (ii) such calculations are  therefore meaningful as  a
measure  of predictable  return with  respect to  particular units  only if such
units are held to the applicable target  maturity date and only with respect  to
units  purchased on the date of such calculations (the AGR and AVM applicable to
units  purchased  on  any  other  date  may  be  materially  different).   Those
assumptions  can only  be hypothetical given  that owners of  contracts have the
option to  purchase  or  redeem  units on  any  business  day  through  contract
activity,  and will receive dividend and  capital gain distributions through the
receipt of  additional shares  to their  unit  values. A  number of  factors  in
addition  to contract owner  activity can cause a  Maturing Government Bond Sub-
Account's AGR and AVM  to change from  day to day.  These include the  adviser's
efforts to improve total return through market
 
12
<PAGE>
opportunities,  transaction costs, interest  rate changes and  other events that
affect the market value of the investments held in each Maturing Government Bond
Portfolio in the Fund. Despite these factors, it is anticipated that if specific
units of  a Maturing  Government Bond  Sub-Account are  held to  the  applicable
target  maturity date,  then the  AGR and  AVM applicable  to such  units (i.e.,
calculated as of the date of purchase  of such units) will vary from the  actual
return experienced by such units within a narrow range.
 
- ------------------------------------------------------------------------
GENERAL DESCRIPTIONS
 
A.  THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
We  are a  mutual life  insurance company  organized in  1880 under  the laws of
Minnesota. Our home office  is at 400 Robert  Street North, St. Paul,  Minnesota
55101-2098,  telephone: (612) 298-3500.  We are licensed to  do a life insurance
business in all states  of the United  States (except New York  where we are  an
authorized reinsurer), the District of Columbia, Canada and Puerto Rico.
 
B.  VARIABLE ANNUITY ACCOUNT
A  separate account  called the  Minnesota Mutual  Variable Annuity  Account was
established on September 10, 1984, by  our Board of Trustees in accordance  with
certain  provisions  of the  Minnesota insurance  law.  The separate  account is
registered as  a  "unit  investment  trust" with  the  Securities  and  Exchange
Commission  under the Investment Company Act of 1940, but such registration does
not  signify  that  the  Securities  and  Exchange  Commission  supervises   the
management,  or the  investment practices or  policies, of  the Variable Annuity
Account. The separate account meets the definition of a "separate account" under
the federal securities laws.
  The Minnesota law  under which  the Variable Annuity  Account was  established
provides that the assets of the Variable Annuity Account shall not be chargeable
with  liabilities arising out  of any other  business which we  may conduct, but
shall be held and  applied exclusively to  the benefit of  the holders of  those
variable  annuity contracts for which the  separate account was established. The
investment performance of the Variable  Annuity Account is entirely  independent
of  both the  investment performance  of our  General Account  and of  any other
separate account  which we  may have  established or  may later  establish.  All
obligations  under the contracts are  general corporate obligations of Minnesota
Mutual.
  The Variable Annuity Account currently  has 14 sub-accounts to which  contract
owners  may allocate purchase payments. Each  sub-account invests in shares of a
corresponding Portfolio of the Fund. Additional sub-accounts may be added at our
discretion.
  The University  of Minnesota  provides  tax-deferred annuities  and  custodial
funds  in accordance with section 403(b) as amended by section 415, of the Code.
The University of Minnesota has separated its plan into two sections: The  Basic
Plan,  which is that portion of the  plan that relates to the Faculty Retirement
Plan; and the Optional Plan, which is that portion of the plan which relates  to
the purchase of optional annuities and mutual funds.
  When  this contract  is used in  association with the  University of Minnesota
Basic  Plan,  purchase  payments  may   be  allocated  only  to  the   following
sub-accounts:  Money Market Account and Bond Account. When this contract is used
in association with the Optional Plan, purchase payments may be allocated to any
sub-account offered  under  the  contract.  In  addition,  contracts  issued  in
association  with the Basic  Plan and Optional  Plan do not  allow amounts to be
transferred between the two Plans.
 
C.  MIMLIC SERIES FUND, INC.
The Variable  Annuity Account  currently invests  exclusively in  MIMLIC  Series
Fund,  Inc.  (the  "Fund"),  a mutual  fund  of  the series  type.  The  Fund is
registered with the Securities and  Exchange Commission as a diversified,  open-
end  management investment company, but such  registration does not signify that
the Commission  supervises  the  management,  or  the  investment  practices  or
policies, of the Fund. The Fund issues its shares, continually and without sales
charge,  only  to  us and  our  separate  accounts which  currently  include the
Variable Annuity Account, Variable Fund D, the Variable Life Account, the  Group
Variable  Annuity Account  and the Variable  Universal Life  Account. Shares are
sold and redeemed at net  asset value. In the case  of a newly issued  contract,
purchases  of shares of the Portfolios of  the Fund in connection with the first
purchase payment will be based on  the values next determined after issuance  of
the contract by us. Redemptions of shares of the Portfolios of the Fund are made
at  the  net  asset  value  next  determined  following  the  day  we  receive a
 
                                                                              13
<PAGE>
request for transfer, partial withdrawal or surrender at our home office. In the
case of outstanding contracts, purchases of shares of the Portfolio of the  Fund
for  the Variable Annuity Account are made at the net asset value of such shares
next determined after receipt by us of contract purchase payments.
  The Fund's  investment adviser  is MIMLIC  Asset Management  Company  ("MIMLIC
Management").  It  acts as  an investment  adviser  to the  Fund pursuant  to an
advisory agreement. MIMLIC Management is a subsidiary of Minnesota Mutual.
  MIMLIC Management acts as investment adviser for the Fund and its  Portfolios.
Winslow Capital Management, Inc., a Minnesota corporation with principal offices
at  4720 IDS  Tower, 80 South  Eighth Street, Minneapolis,  Minnesota 55402, has
been retained  under  an investment  sub-advisory  agreement with  MIMLIC  Asset
Management  Company to  provide investment advice  and, in  general, conduct the
management  and  investment  program  of  the  Capital  Appreciation  Portfolio.
Similarly,  Templeton  Investment  Counsel,  Inc.,  a  Florida  corporation with
principal offices  in Fort  Lauderdale, has  been retained  under an  investment
sub-advisory  agreement to provide investment  advice to the International Stock
Portfolio of the Fund.
  A prospectus for  the Fund  is attached to  this Prospectus.  A person  should
carefully read the Fund's prospectus before investing in the contracts.
 
D.  ADDITIONS, DELETIONS OR SUBSTITUTIONS
We  retain the right, subject to any  applicable law, to make substitutions with
respect to the investments of the sub-accounts of the Variable Annuity  Account.
If  investment in  a fund  should no longer  be possible  or if  we determine it
becomes inappropriate for  contracts of  this class, we  may substitute  another
fund   for  a  sub-account.  Substitution  may   be  with  respect  to  existing
accumulation values, future purchase payments and future annuity payments.
  We may also establish additional sub-accounts in the Variable Annuity  Account
and  we reserve  the right  to add,  combine or  remove any  sub-accounts of the
Variable Annuity Account. Each additional sub-account will purchase shares in  a
new  portfolio or mutual fund. Such sub-accounts may be established when, in our
sole discretion, marketing,  tax, investment  or other  conditions warrant  such
action.   Similar  considerations  will  be  used   by  us  should  there  be  a
determination to  eliminate one  or more  of the  sub-accounts of  the  Variable
Annuity Account. The addition of any investment option will be made available to
existing contract owners on such basis as may be determined by us.
  We  also reserve the right, when permitted by law, to de-register the Variable
Annuity Account  under  the Investment  Company  Act  of 1940,  to  restrict  or
eliminate  any voting rights of the contract owners, and to combine the Variable
Annuity Account with one or more of our other separate accounts.
  Shares of the Portfolios of  the Fund are also sold  to other of our  separate
accounts,  which are used to receive and invest premiums paid under our variable
life policies. It is  conceivable that in the  future it may be  disadvantageous
for  variable  life insurance  separate accounts  and variable  annuity separate
accounts to invest in the Fund simultaneously. Although neither Minnesota Mutual
nor the Fund currently foresees any  such disadvantages either to variable  life
insurance policy owners or to variable annuity contract owners, the Fund's Board
of  Directors  intends  to monitor  events  in  order to  identify  any material
conflicts between such policy owners and  contract owners and to determine  what
action,  if any, should be taken in  response thereto. Such action could include
the sale of Fund  shares by one  or more of the  separate accounts, which  could
have  adverse consequences. Material  conflicts could result  from, for example,
(1) changes in state insurance laws, (2) changes in Federal income tax laws, (3)
changes in the investment management  of any of the  Portfolios of the Fund,  or
(4)  differences in voting instructions between those given by policy owners and
those given by contract owners.
 
- ------------------------------------------------------------------------
CONTRACT CHARGES
 
A.  ADMINISTRATIVE CHARGE
We perform all administrative services relative to the contract. These  services
include  the review of applications for  compliance with our issue criteria, the
preparation and issue of contracts, the receipt of purchase payments, forwarding
amounts to the  Fund for  investment, the  preparation and  mailing of  periodic
reports and the performance of other services.
  As  consideration for providing  these services we  currently make a deduction
from   the    Variable    Annuity    Account   at    the    annual    rate    of
 
14
<PAGE>
 .15%.  We reserve the right  to increase this administrative  charge to not more
than .35%.
  The administrative charge  is designed  to cover  the administrative  expenses
incurred  by us under the contract. We do  not expect to recover from the charge
any  amount  in  excess  of   our  accumulated  expenses  associated  with   the
administration of the contract.
 
B.  PREMIUM TAXES
Deduction  for any applicable state premium taxes may be made from each purchase
payment or at the commencement of annuity payments. (Currently, such taxes range
from 0.0% to 3.5%, depending on  the applicable law.) Any amount withdrawn  from
the  contract may be reduced  by any premium taxes  not previously deducted from
purchase payments.
 
- ------------------------------------------------------------------------
VOTING RIGHTS
 
The Fund shares held in the Variable Annuity Account will be voted by us at  the
regular  and  special  meetings of  the  Fund. Shares  will  be voted  by  us in
accordance with instructions received from contract owners with voting interests
in  each  sub-account  of  the  Variable  Annuity  Account.  In  the  event   no
instructions are received from a contract owner, we will vote such shares of the
Fund  in the same proportion  as shares of the  Fund for which instructions have
been received from contract owners with voting interests in each sub-account  of
the  Variable Annuity Account. In the event  no instructions are received from a
contract owner, with  respect to shares  of a Portfolio  held by a  sub-account,
Minnesota  Mutual  will  vote  such  shares  of  the  Portfolio  and  shares not
attributable to contracts in the same proportion as shares of the Portfolio held
by such sub-account  for which instructions  have been received.  The number  of
votes  which are available to a contract owner will be calculated separately for
each sub-account of the  Variable Annuity Account.  If, however, the  Investment
Company  Act of 1940 or  any regulation under that Act  should change so that we
may be allowed to vote shares in our own right, then we may elect to do so.
  During the accumulation period of each contract, the contract owner holds  the
voting  interest in  each contract.  The number of  votes will  be determined by
dividing the accumulation value of the contract attributable to each sub-account
by the net asset value per share of the underlying Fund shares held by that sub-
account.
  During the annuity  period of each  contract, the annuitant  holds the  voting
interest  in each contract. The  number of votes will  be determined by dividing
the reserve for  each contract allocated  to each sub-account  by the net  asset
value per share of the underlying Fund shares held by that sub-account. After an
annuity  begins, the votes attributable to any particular contract will decrease
as the reserves decrease. In determining any voting interest, fractional  shares
will be recognized.
  We  shall  notify each  contract owner  or annuitant  of a  Fund shareholders'
meeting if the shares  held for the  contract owner's contract  may be voted  at
such  meeting. We will  also send proxy  materials and a  form of instruction so
that you can instruct us with respect to voting.
 
- ------------------------------------------------------------------------------
DESCRIPTION OF THE CONTRACT
 
A.  GENERAL PROVISIONS
 
1.  TYPE OF CONTRACT OFFERED
 
    FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
    This type of contract may be used in connection with all types of plans,  or
    individual  retirement annuities adopted by or  on behalf of individuals. It
    may also be purchased by individuals not as a part of any plan. The contract
    provides for a variable annuity or a  fixed annuity to begin at some  future
    date  with the purchase  payments for the  contract to be  paid prior to the
    annuity commencement date in a series of payments flexible in respect to the
    date and amount of payment.
 
2.  ISSUANCE OF CONTRACTS
The contract is issued to you, the contract owner named in the application.  The
owner of the contract may be the annuitant or someone else.
 
3.  MODIFICATION OF THE CONTRACTS
A  contract may be modified at any time by written agreement between you and us.
However, no such modification will adversely  affect the rights of an  annuitant
under  the contract  unless the  modification is  made to  comply with  a law or
government regulation.  You  will  have  the  right  to  accept  or  reject  the
 
                                                                              15
<PAGE>
modification.  This right  of acceptance or  rejection is  limited for contracts
used as individual retirement annuities.
 
4.  ASSIGNMENT
If the contract is  sold in connection with  a tax-qualified program  (including
employer  sponsored employee pension benefit  plans, tax-sheltered annuities and
individual retirement annuities), your  or the annuitant's  interest may not  be
assigned,  sold, transferred, discounted or pledged  as collateral for a loan or
as security for the performance of an  obligation or for any other purpose,  and
to  the maximum  extent permitted  by law,  benefits payable  under the contract
shall be exempt from the claims of creditors.
  If the contract is not issued in connection with a tax-qualified program,  the
interest  of any person in  the contract may be  assigned during the lifetime of
the annuitant. We will  not be bound  by any assignment  until we have  recorded
written notice of it at our home office. We are not responsible for the validity
of any assignment. An assignment will not apply to any payment or action made by
us before it was recorded. Any proceeds which become payable to an assignee will
be  payable in a  single sum. Any claim  made by an assignee  will be subject to
proof of the assignee's interest and the extent of the assignment.
 
5.  LIMITATIONS ON PURCHASE PAYMENTS
You choose when to make purchase payments.  There is no minimum amount which  is
to be allocated to any sub-account of the Variable Annuity Account.
  We  may cancel a flexible payment contract,  in our discretion, if no purchase
payments are made for a period of two  or more full contract years and both  (a)
the total purchase payments made, less any withdrawals, and (b) the accumulation
value of the entire contract, are less than $2,000. If such a cancellation takes
place,  we will  pay you  the accumulation  value of  your contract  and we will
notify you, in  advance, of  our intent  to exercise  this right  in our  annual
report  which advises contract owners of the  status of their contracts. We will
act to cancel the contract ninety days after the contract anniversary unless  an
additional  purchase  payment is  received  before the  end  of that  ninety day
period. Contracts issued in some states, for example, New Jersey, do not  permit
such a cancellation and contracts issued there do not contain this provision.
  There  may be  limits on  the maximum  contributions to  retirement plans that
qualify for special tax treatment.
 
6.  DEFERMENT OF PAYMENT
Whenever any payment under  a contract is  to be made in  a single sum,  payment
will  be made within seven days after the date such payment is called for by the
terms of the contract, except as payment may be subject for postponement for:
 
        (a) any period during which the New York Stock Exchange is closed  other
    than  customary weekend and holiday closings, or during which trading on the
    New York Stock Exchange is restricted,  as determined by the Securities  and
    Exchange Commission;
 
        (b)  any period  during which an  emergency exists as  determined by the
    Commission as a result of which it is not reasonably practical to dispose of
    securities in the Fund or to fairly determine the value of the assets of the
    Fund; or
 
        (c) such other  periods as the  Commission may by  order permit for  the
    protection of the contract owners.
 
7.  PARTICIPATION IN DIVISIBLE SURPLUS
The  contracts participate  in our  divisible surplus,  according to  the annual
determination of  our Board  of  Trustees as  to the  portion,  if any,  of  our
divisible surplus which has accrued on the contracts.
  No  assurance can be given as to the amount of divisible surplus, if any, that
will be distributable under these contracts in the future. Such amount may arise
if mortality experience is more favorable than assumed. When any distribution of
divisible surplus  is made,  it may  take  the form  of additional  payments  to
annuitants or the crediting of additional accumulation units.
 
B.  ANNUITY PAYMENTS AND OPTIONS
 
1.  ANNUITY PAYMENTS
Variable  annuity payments are determined on the  basis of (a) a mortality table
at least as favorable  as the mortality table  specified in the contract,  which
reflects  the  age of  the annuitant,  (b)  the type  of annuity  payment option
selected, and (c) the investment performance of the Fund Portfolios selected  by
the   contract  owner.  The  amount  of   the  variable  annuity  payments  will
 
16
<PAGE>
not  be  affected by  adverse  mortality experience  or  by an  increase  in our
expenses in  excess  of the  maximum  expense  deductions provided  for  in  the
contract.  The annuitant  will receive  the value of  a fixed  number of annuity
units each month. The value of such  units, and thus the amounts of the  monthly
annuity  payments  will,  however,  reflect  investment  gains  and  losses  and
investment income of the Portfolios of  the Fund, and thus the annuity  payments
will  vary with the investment experience of  the assets of the Portfolio of the
Fund selected by the contract owner.
 
2.  ELECTING THE RETIREMENT DATE AND FORM OF ANNUITY
The contracts provide for four optional annuity  forms, any one of which may  be
elected  if permitted  by law. Each  annuity option  may be elected  on either a
variable annuity or a fixed  annuity basis, or a  combination of the two.  Other
annuity options may be available from us on request.
  While  the contracts require that notice of election to begin annuity payments
must be received by us at least 30 days prior to the annuity commencement  date,
we  are currently waiving  that requirement for  such variable annuity elections
received at least two valuation days prior to the 15th of the month. We  reserve
the  right to enforce the 30 day notice requirement at our option at any time in
the future.
  The contract permits an annuity payment to begin on the first day of any month
after the 50th birthday  of the annuitant. Contract  payments must begin  before
the  75th birthday of the annuitant. If an election has not been made otherwise,
and the plan does not  specify to the contrary,  annuity payments will begin  on
the later of: the first day of the month immediately following the 65th birthday
of  the annuitant, or the first day of the month immediately following the fifth
contract anniversary. A variable annuity will be provided and the annuity option
shall be Option  2A, a life  annuity with a  period of 120  months. The  minimum
first monthly annuity payment on either a variable or fixed dollar basis is $20.
If  such  first monthly  payment  would be  less than  $20,  we may  fulfill our
obligation by paying  in a  single sum the  accumulation value  of the  contract
which would otherwise have been applied to provide annuity payments.
  Once  annuity payments have commenced, you cannot surrender an annuity benefit
and receive a single sum settlement in lieu thereof.
  Benefits under  retirement  plans  that  qualify  for  special  tax  treatment
generally  must commence no later  than the April 1  following the year in which
the participant  reaches age  70 1/2  and are  subject to  other conditions  and
restrictions.
 
3.  OPTIONAL ANNUITY FORMS
 
OPTION 1--LIFE ANNUITY
This  is an  annuity payable  monthly during the  lifetime of  the annuitant and
terminating with the last monthly payment preceding the death of the  annuitant.
This  option offers the maximum monthly payment since there is no guarantee of a
minimum number of payments or provision  for a death benefit for  beneficiaries.
It  would be possible  under this option  for the annuitant  to receive only one
annuity payment if he died prior to the due date of the second annuity  payment,
two if he died before the due date of the third annuity payment, etc.
 
OPTION 2--LIFE ANNUITY WITH A PERIOD CERTAIN OF 120 MONTHS (OPTION 2A), 180
MONTHS (OPTION 2B), OR 240 MONTHS (OPTION 2C)
This  is an annuity payable  monthly during the lifetime  of the annuitant, with
the guarantee that if the annuitant dies before payments have been made for  the
period  certain elected,  payments will continue  to the  beneficiary during the
remainder of the period certain. If the beneficiary so elects at any time during
the remainder  of  the  period  certain, the  present  value  of  the  remaining
guaranteed  number of payments, based  on the then current  dollar amount of one
such payment and using the  same interest rate which served  as a basis for  the
annuity shall be paid in a single sum to the beneficiary.
 
OPTION 3--JOINT AND LAST SURVIVOR ANNUITY
This  is an annuity payable  monthly during the joint  lifetime of the annuitant
and a designated joint annuitant and continuing thereafter during the  remaining
lifetime  of the survivor. Under this option  there is no guarantee of a minimum
number of payments or provision for  a death benefit for beneficiaries. If  this
option is elected, the contract and payments shall then be the joint property of
the  annuitant and  the designated joint  annuitant. It would  be possible under
this option for both annuitants to receive only one annuity payment if they both
died prior to the due date of the second annuity
 
                                                                              17
<PAGE>
payment, two if they died before the due date of the third annuity payment, etc.
 
OPTION 4--PERIOD CERTAIN ANNUITY
This is an annuity payable monthly for a  period certain of from 1 to 20  years,
as  elected. If the annuitant dies before payments have been made for the period
certain elected, payments will continue to the beneficiary during the  remainder
of the fixed period. In the event of the death of the annuitant, the beneficiary
may,  at any time during the payment period, elect that (1) the present value of
the remaining guaranteed number  of payments, based on  the then current  dollar
amount  of one such payment  and using the same interest  rate which served as a
basis for the  annuity, shall  be paid  in a single  sum, or  (2) such  commuted
amount shall be applied to effect a life annuity under Option 1 or Option 2.
 
4.  DETERMINATION OF AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT
Under  the  contract described  in this  Prospectus,  the first  monthly annuity
payment is determined  by the available  value of the  contract when an  annuity
begins.  In addition, a number  of states do impose a  premium tax on the amount
used to purchase  an annuity benefit,  depending on the  type of plan  involved.
Where applicable, these taxes currently range from 0.0% to 3.5% and are deducted
from  the contract  value applied  to provide  annuity payments.  We reserve the
right to make such deductions from purchase payments as they are received.
  The amount of the first monthly  payment depends on the optional annuity  form
elected  and the adjusted  age of the  annuitant. A formula  for determining the
adjusted age  is  contained  in  the  contract.  The  contracts  contain  tables
indicating  the dollar amount  of the first monthly  payment under each optional
annuity form for each  $1,000 of value applied.  The tables are determined  from
the  Progressive Annuity  Table with  interest at  the rate  of 3.5%  per annum,
assuming births in the year  1900 and an age setback  of eight years. Also,  for
contracts  issued after 1993 or such later date  as we may be able to issue this
contract in a  jurisdiction, the contracts  contain a provision  that applies  a
contract  fee of $200 when a fixed annuity is elected. If, when annuity payments
are elected, we  are using  tables of annuity  rates for  these contracts  which
result in larger annuity payments, we will use those tables instead.
  The  3.5%  interest rate  assumed in  the annuity  tables would  produce level
annuity payments if the net investment rate remained constant at 3.5% per  year.
Subsequent  payments will  be less  than, equal  to, or  greater than  the first
payment depending upon  whether the  actual net  investment rate  is less  than,
equal  to, or  greater than  3.5%. A  higher interest  rate would  mean a higher
initial payment, but a  more slowly rising (or  more rapidly falling) series  of
subsequent payments. A lower assumption would have the opposite effect.
  The  dollar amount of the first monthly variable annuity payment is determined
by applying  the available  value  (after deduction  of  any premium  taxes  not
previously  deducted) to the table  using the adjusted age  of the annuitant and
any joint annuitant. A  number of annuity units  is then determined by  dividing
this  dollar  amount by  the then  current annuity  unit value.  Thereafter, the
number of annuity units remains unchanged during the period of annuity payments.
This determination  is made  separately  for each  sub-account of  the  separate
account.  The number of annuity units is  determined for each sub-account and is
based upon  the available  value in  each  sub-account as  of the  date  annuity
payments are to begin.
  The  dollar amount determined for each sub-account will then be aggregated for
purposes of making payment.
  Annuity payments are always made as of the first day of a month. The contracts
require that notice of election to begin annuity payments must be received by us
at least thirty days prior to the annuity commencement date. However,  Minnesota
Mutual  currently waives  this requirement,  and at  the same  time reserves the
right to enforce the thirty day notice at its option in the future.
  Money will be transferred to the  General Account for the purpose of  electing
fixed annuity payments, or to the appropriate variable sub-accounts for variable
annuity payments, on the valuation date coincident with the first valuation date
following  the  fourteenth day  of the  month  preceding the  date on  which the
annuity is to begin.
  If a request for a fixed annuity is received between the first valuation  date
following  the fourteenth day of the month and the second to last valuation date
of the month  prior to commencement,  the transfer will  occur on the  valuation
date  coincident  with  or next  following  the  date on  which  the  request is
received. If a
 
18
<PAGE>
fixed annuity request is received after the  third to the last valuation day  of
the  month prior to commencement,  it will be treated  as a request received the
following month, and the commencement date will  be changed to the first of  the
month  following  the requested  commencement date.  The  account value  used to
determine fixed annuity payments will be the value as of the last valuation date
of the month preceding the date the fixed annuity is to begin.
  If a  variable annuity  request is  received after  the third  valuation  date
preceding  the first  valuation date following  the fourteenth day  of the month
prior to the commencement  date, it will  be treated as  a request received  the
following  month, and the commencement date will  be changed to the first of the
month following  the requested  commencement  date. The  account value  used  to
determine the initial variable annuity payment will be the value as of the first
valuation  date following the fourteenth day of  the month prior to the variable
annuity begin date.
 
5.  AMOUNT OF SECOND AND SUBSEQUENT MONTHLY ANNUITY PAYMENTS
The dollar amount of the second and later variable annuity payments is equal  to
the  number of annuity  units determined for each  sub-account times the annuity
unit value for that sub-account as of  the due date of the payment. This  amount
may increase or decrease from month to month.
 
6.  VALUE OF THE ANNUITY UNIT
The  value of an annuity unit for a  sub-account is determined monthly as of the
first day  of each  month by  multiplying  the value  on the  first day  of  the
preceding month by the product of (a) .997137, and (b) the ratio of the value of
the accumulation unit for that sub-account for the valuation date next following
the  fourteenth day of the preceding month to the value of the accumulation unit
for the valuation date next following the fourteenth day of the second preceding
month (.997137  is a  factor  to neutralize  the  assumed net  investment  rate,
discussed  in Section  4 above, of  3.5% per  annum built into  the annuity rate
tables contained in the contract and which is not applicable because the  actual
net  investment rate is  credited instead). The  value of an  annuity unit for a
sub-account as of any date other than the  first day of a month is equal to  its
value as of the first day of the next succeeding month.
 
7.  TRANSFER OF ANNUITY RESERVES
Amounts  held as annuity reserves may  be transferred among the variable annuity
sub-accounts during the annuity period. Annuity reserves may also be transferred
from a variable annuity to a fixed annuity during this time. The change must  be
made  by a written request. The annuitant and joint annuitant, if any, must make
such an election.
  There are restrictions to such a transfer. The transfer of an annuity  reserve
amount  from any  sub-account must  be at  least equal  to $5,000  or the entire
amount of  the  reserve remaining  in  that sub-account.  In  addition,  annuity
payments  must have been in effect for a period of 12 months before a change may
be made. Such  transfers can  be made  only once  every 12  months. The  written
request  for an annuity transfer must be received by us more than thirty days in
advance of the due  date of the  annuity payment subject  to the transfer.  Upon
request,  we  will  make available  to  you annuity  reserve  sub-account amount
information.
  A transfer will be  made on the  basis of annuity unit  values. The number  of
annuity  units from  the sub-account  being transferred  will be  converted to a
number of annuity units in the new sub-account. The annuity payment option  will
remain  the  same and  cannot be  changed.  After this  conversion, a  number of
annuity units in the new sub-account  will be payable under the elected  option.
The  first payment after conversion will be of  the same amount as it would have
been without the  transfer. The  number of  annuity units  will be  set at  that
number of units which are needed to pay that same amount on the transfer date.
  When  we receive a request  for the transfer of  variable annuity reserves, it
will be effective for  future annuity payments. The  transfer will be  effective
and  funds actually  transferred in the  middle of  the month prior  to the next
annuity payment  affected  by your  request.  We  will use  the  same  valuation
procedures  to determine your  variable annuity payment  that we used initially.
However, if your  annuity is  based upon annuity  units in  a sub-account  which
matures  on  a date  other than  the  stated annuity  valuation date,  then your
annuity units  will  be  adjusted  to reflect  sub-account  performance  in  the
maturing  sub-account and the sub-account to  which reserves are transferred for
the period between annuity valuation dates.
  Amounts held as reserves to pay a variable annuity may also be transferred  to
a fixed annuity during the annuity period. However, the restrictions which apply
to annuity sub-account
 
                                                                              19
<PAGE>
transfers  will apply in this case as  well. The amount transferred will then be
based upon the adjusted age of the annuitant and any joint annuitant at the time
of the transfer. The annuity payment  option will remain the same. Amounts  paid
as a fixed annuity may not be transferred to a variable annuity.
  Contracts with this transfer feature may not be available in all states.
 
C.  DEATH BENEFITS
The contracts provide that in the event of the death of the owner before annuity
payments  begin,  the amount  payable at  death will  be the  accumulation value
determined as of the valuation date  coincident with or next following the  date
due  proof of death is received by us at our home office. Death proceeds will be
paid in a single sum to the  beneficiary designated unless an annuity option  is
elected.  Payment will be made  within seven days after  we receive due proof of
death. Except  as noted  below, the  entire  interest in  the contract  must  be
distributed within five years of the owner's death.
  The contract has a guaranteed death benefit if you die before annuity payments
have started. The death benefit shall be equal to the greater of: (1) the amount
of  the accumulation  value payable  at death;  or (2)  the amount  of the total
purchase payments  paid to  us  as consideration  for  this contract,  less  all
contract withdrawals.
  If the owner dies on or before the date on which annuity payments begin and if
the  designated  beneficiary is  a person  other than  the owner's  spouse, that
beneficiary may elect  an annuity option  measured by a  period not longer  than
that  beneficiary's life expectancy  only so long as  annuity payments begin not
later than  one  year  after  the  owner's death.  If  there  is  no  designated
beneficiary,  then the entire interest in  a contract must be distributed within
five years after the owner's death. If the annuitant dies after annuity payments
have  begun,  any  payments  received  by  a  non-spouse  beneficiary  must   be
distributed  at least as rapidly as under the method elected by the annuitant as
of the date of death.
  If any portion of the contract  interest is payable to the owner's  designated
beneficiary  who is also the surviving spouse of the owner, that spouse shall be
treated as the contract owner for purposes of: (1) when payments must begin, and
(2) the time of distribution in the event of that spouse's death. Payments  must
be made in substantially equal installments.
  If  the owner of this contract is other than a natural person, such as a trust
or other similar entity, we will pay  a death benefit of the accumulation  value
to the named beneficiary on the death of the annuitant, if death occurs prior to
the date for annuity payments to begin.
 
D.  PURCHASE PAYMENTS, VALUE OF THE CONTRACT AND TRANSFERS
 
1.  CREDITING ACCUMULATION UNITS
During  the accumulation period--the period  before annuity payments begin--each
purchase payment  is credited  on the  valuation date  coincident with  or  next
following  the date such purchase payment is  received by us at our home office.
When the contracts are originally issued, application forms are completed by the
applicant and forwarded to our home office. We will review each application form
submitted to us for compliance with our issue criteria and, if it is accepted, a
contract will be issued.
  If the initial purchase payment  is accompanied by an incomplete  application,
that  purchase payment will not be  credited until the valuation date coincident
with or next  following the date  a completed application  is received. We  will
offer  to  return  the  initial  purchase  payment  accompanying  an  incomplete
application if it appears that the  application cannot be completed within  five
business days.
  Purchase payments will be credited to the contract in the form of accumulation
units.  The number of accumulation units  credited with respect to each purchase
payment is determined by dividing the portion of the purchase payment  allocated
to  each  sub-account  by the  then  current  accumulation unit  value  for that
sub-account.
  The number of  accumulation units so  determined shall not  be changed by  any
subsequent  change in  the value of  an accumulation  unit, but the  value of an
accumulation unit will vary from valuation date to valuation date to reflect the
investment experience of the Portfolios of the Fund.
  We will determine the  value of accumulation  units on each  day on which  the
Portfolios  of the Funds  are valued. The  net asset value  of the Fund's shares
shall be computed once daily, and, in the case of Money Market Portfolio,  after
the  declaration  of the  daily dividend,  as  of the  primary closing  time for
business on the New York Stock Exchange (as of the date hereof the primary close
of trading  is  3:00  p.m.  (Central  Time),  but  this  time  may  be  changed)
 
20
<PAGE>
on  each day,  Monday through Friday,  except (i)  days on which  changes in the
value of such Fund's portfolio securities will not materially affect the current
net asset value of  such Fund's shares,  (ii) days during  which no such  Fund's
shares  are tendered for redemption and no order to purchase or sell such Fund's
shares is received by such Fund  and (iii) customary national business  holidays
on  which the  New York  Stock Exchange is  closed for  trading (as  of the date
hereof, New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and  Christmas Day). Accordingly, the value  of
accumulation  units so  determined will be  applicable to  all purchase payments
received by us at our home office on that day prior to the close of business  of
the  Exchange. The value  of accumulation units  applicable to purchase payments
received after  the  close  of  business  of the  Exchange  will  be  the  value
determined on the next valuation date.
  Upon  your written request, values under the contract may be transferred among
the sub-accounts of the Variable Annuity  Account. We will make the transfer  on
the  basis of accumulation unit values on  the valuation date coincident with or
next following the day we  receive the request at our  home office. There is  no
dollar amount limitation which is applied to transfers.
  Also,  you  may effect  transfers, or  a  change in  the allocation  of future
premiums, by means of a telephone  call. Transfers or requests made pursuant  to
such  a call are subject  to the same conditions  and procedures as are outlined
above for  written transfer  requests.  We reserve  the  right to  restrict  the
frequency of -- or otherwise modify, condition, terminate or impose charges upon
- --  telephone transfer privileges. For  more information on telephone transfers,
contact Minnesota Mutual.
  While for some contract owners we have used a form to pre-authorize  telephone
transactions,  we now make this service  automatically available to all contract
owners.  We  will  employ  reasonable  procedures  to  satisfy  ourselves   that
instructions  received from contract owners are  genuine and, to the extent that
we do not, we  may be liable  for any losses due  to unauthorized or  fraudulent
instructions.  We  require contract  owners  or a  person  authorized by  you to
personally identify themselves in those telephone conversations through contract
numbers, social security numbers and such other information as we may deem to be
reasonable. We  record  telephone  transfer  instruction  conversations  and  we
provide  the  contract  owners  with a  written  confirmation  of  the telephone
transfer.
  For contracts where this is available,  contract owners in any sub-account  of
the  Variable Annuity Account may elect to have accumulation unit values of that
sub-account systematically transferred to any  of the other sub-accounts of  the
Variable  Annuity Account on a monthly,  quarterly, semi-annual or annual basis.
Should the amount remaining in  such a sub-account be  less than the amount  you
previously  indicated as  a transfer amount,  we will then  transfer the balance
remaining as well  as allocating that  amount pro rata  in accordance with  your
prior  instructions. The terms and  conditions otherwise applicable to transfers
generally, as described above, also apply to such systematic transfer plans.
 
2.  VALUE OF THE CONTRACT
The accumulation value of the contract at any time prior to the commencement  of
annuity   payments  can  be  determined  by  multiplying  the  total  number  of
accumulation units  credited  to  the  contract  by  the  current  value  of  an
accumulation  unit. There is no  assurance that such value  will equal or exceed
the purchase payments made. The contract  owner will be advised periodically  of
the  number of accumulation units credited to the contract, the current value of
an accumulation unit, and the total value of the contract.
 
3.  ACCUMULATION UNIT VALUE
The value of an accumulation unit  for each sub-account of the Variable  Annuity
Account was set at $1.000000 on the first valuation date of the Variable Annuity
Account  for this class  of contract. The  value of an  accumulation unit on any
subsequent  valuation  date  is  determined  by  multiplying  the  value  of  an
accumulation  unit  on  the  immediately preceding  valuation  date  by  the net
investment factor  for  the applicable  sub-account  (described below)  for  the
valuation  period just ended. The  value of an accumulation  unit as of any date
other than  a valuation  date  is equal  to its  value  on the  next  succeeding
valuation date.
 
4.  NET INVESTMENT FACTOR FOR EACH VALUATION PERIOD
The net investment factor is an index used to measure the investment performance
of a sub-account from one valuation period to the next. For any sub-account, the
net   investment  factor  for  a  valuation   period  is  the  gross  investment
 
                                                                              21
<PAGE>
rate for such  sub-account for the  valuation period, less  a deduction for  the
administrative charge at the current rate of .15% per annum.
  The  gross investment rate is equal to: (1) the net asset value per share of a
Portfolio share held in a sub-account of the Variable Annuity Account determined
at the end of the current valuation period, plus (2) the per share amount of any
dividend or capital gain distribution by the Portfolio if the "ex-dividend" date
occurs during the current valuation period,  divided by (3) the net asset  value
per  share  of that  Portfolio  share determined  at  the end  of  the preceding
valuation period. The gross investment rate may be positive or negative.
 
E.  REDEMPTIONS
 
1.  PARTIAL WITHDRAWALS AND SURRENDER
The contract provides  that prior  to the  date annuity  payments begin  partial
withdrawals  may be made by  you from the contract for  cash amounts of at least
$250. You must make  a written request  for any withdrawal.  In this event,  the
accumulation  value will  be reduced  by the  amount of  the withdrawal.  In the
absence of instructions, withdrawals will be made from the sub-accounts on a pro
rata basis. We will waive the applicable dollar amount limitation on withdrawals
where a systematic  withdrawal program  is in place  and such  a smaller  amount
satisfies the minimum distribution requirements of the Code.
  The  contract provides that prior to the commencement of annuity payments, you
may elect to surrender the contract for its accumulation value. You will receive
in a single cash sum  the accumulation value computed  as of the valuation  date
coincident  with or next  following the date  of surrender, or  you may elect an
annuity.
  Once annuity payments have  commenced for an  annuitant, the annuitant  cannot
surrender  his/her annuity benefit  and receive a single  sum settlement in lieu
thereof. For a discussion of commutation rights of annuitants and  beneficiaries
subsequent  to the  annuity commencement date,  see "Optional  Annuity Forms" on
pages 17-18.
  Contract owners may also submit  their signed written withdrawal or  surrender
requests  to Minnesota Mutual by facsimile (FAX) transmission. Our FAX number is
(612) 223-4488. Transfer  instructions or  changes as to  future allocations  of
premium payments may be communicated to us by the same means.
 
2.  RIGHT OF CANCELLATION
You should read the contract carefully as soon as it is received. You may cancel
the  purchase of a contract within ten  days after its delivery, for any reason,
by giving us  written notice  at 400 Robert  Street North,  St. Paul,  Minnesota
55101-2098,  of  an  intention  to  cancel. If  the  contract  is  cancelled and
returned, we will refund to you the greater of (a) the accumulation value of the
contract or (b) the amount of purchase payments paid under the contract. Payment
of the requested refund will be made  to you within seven days after we  receive
notice of cancellation.
  In  some states, such as California, the  free look period may be extended. In
California, the free look period is extended to thirty days' time for  contracts
issued  or delivered to owners that are 60 years  of age or older at the time of
delivery. These rights are subject to change and may vary among the states.
  The liability of the Variable Annuity  Account under the foregoing is  limited
to  the  accumulation value  of  the contract  at the  time  it is  returned for
cancellation. Any additional amounts necessary to  make our refund to you  equal
to the purchase payments will be made by us.
 
FEDERAL TAX STATUS
 
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INTRODUCTION
The  discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any  applicable state or other  tax laws. In addition,  this
discussion  is based on our understanding of federal income tax laws as they are
currently interpreted. No  representation is  made regarding  the likelihood  of
continuation  of current income  tax laws or the  current interpretations of the
Internal Revenue Service.
  We are taxed as  a "life insurance company"  under the Internal Revenue  Code.
The  operations of the  Variable Annuity Account  form a part  of, and are taxed
with, our other business activities. Currently, no federal income tax is payable
by us on income dividends received by the Variable Annuity Account or on capital
gains arising  from  the Variable  Annuity  Account's activities.  The  Variable
Annuity  Account is not taxed as a "regulated investment company" under the Code
and it does not anticipate any change in that tax status.
 
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TAXATION OF ANNUITY CONTRACTS IN GENERAL
Section 72 of the  Code governs taxation of  non-qualified annuities in  general
and some aspects of tax qualified programs. No taxes are imposed on increases in
the  value of  a contract  until distribution  occurs, either  in the  form of a
payment in a single sum or as annuity payments under the annuity option elected.
As a general rule,  deferred annuity contracts held  by a corporation, trust  or
other similar entity, as opposed to a natural person, are not treated as annuity
contracts  for federal tax purposes. The  investment income on such contracts is
taxed as  ordinary income  that  is received  or accrued  by  the owner  of  the
contract during the taxable year.
  For  payments made in the event of a full surrender of an annuity, the taxable
portion is generally the amount in excess  of the cost basis of (i.e.,  purchase
payments)  the contract. Amounts  withdrawn from the  variable annuity contracts
not part of  a qualified  program are  treated first  as taxable  income to  the
extent of the excess of the contract value over the purchase payments made under
the contract. Such taxable portion is taxed at ordinary income tax rates.
  In  the case  of a  withdrawal under an  annuity that  is part  of a qualified
program, a portion of the amount received  is taxable based on the ratio of  the
"investment in the contract" to the individual's balance in the retirement plan,
generally  the value of the annuity.  The "investment in the contract" generally
equals the portion of any deposits made  by or on behalf of an individual  under
an  annuity which was not excluded from  the gross income of the individual. For
annuities issued  in connection  with qualified  plans, the  "investment in  the
contract" can be zero.
  For annuity payments, the taxable portion is generally determined by a formula
that  establishes the  ratio that the  cost basis  of the contract  bears to the
expected return  under the  contract. Such  taxable part  is taxed  at  ordinary
income rates.
  If  a taxable  distribution is  made under  the variable  annuity contracts, a
penalty tax of 10%  of the amount  of the taxable  distribution may apply.  This
additional  tax does  not apply  where the  taxpayer is  59 1/2  or older, where
payment is made on account of  the taxpayer's disability, where payment is  made
by reason of the death of the owner.
  The  Code also provides an exception to  the penalty tax for distributions, in
periodic payments, of substantially  equal installments, for  the life (or  life
expectancy)  of the taxpayer or the joint  lives (or joint life expectancies) of
the taxpayer and beneficiary.
  For some types of  qualified plans, other tax  penalties may apply to  certain
distributions.
  A  transfer of  ownership of  a contract, the  designation of  an annuitant or
other payee  who is  not  also the  contract owner,  or  the assignment  of  the
contract  may result in certain income or  gift tax consequences to the contract
owner that are  beyond the scope  of this  discussion. A contract  owner who  is
contemplating  any  such transfer,  designation or  assignment should  consult a
competent tax  adviser  with  respect  to the  potential  tax  effects  of  that
transaction.
  For purposes of determining a contract owner's gross income, the Code provides
that all non-qualified deferred annuity contracts issued by the same company (or
its  affiliates) to the  same contract owner  during any calendar  year shall be
treated as one annuity contract. Additional rules may be promulgated under  this
provision  to  prevent  avoidance  of its  effect  through  serial  contracts or
otherwise. For further information on these rules, see your tax adviser.
 
DIVERSIFICATION REQUIREMENTS
Section 817(h)  of  the  Code  authorizes  the  Treasury  to  set  standards  by
regulation  or otherwise for the investments  of the Variable Annuity Account to
be "adequately  diversified" in  order for  the  contract to  be treated  as  an
annuity contract for Federal tax purposes. The Variable Annuity Account, through
the  Fund, intends to comply with the diversification requirements prescribed in
Regulations Section 1.817-5, which affect how the Fund's assets may be invested.
Although the investment adviser is  an affiliate of Minnesota Mutual,  Minnesota
Mutual  does not  have control  over the  Fund or  its investments. Nonetheless,
Minnesota Mutual believes that each Portfolio of the Fund in which the  Variable
Annuity Account owns shares will be operated in compliance with the requirements
prescribed by the Treasury.
  In  certain  circumstances,  owners  of  variable  annuity  contracts  may  be
considered the owners,  for federal income  tax purposes, of  the assets of  the
separate account used to support their contracts. In those circumstances, income
and  gains from the separate account assets  would be includible in the variable
annuity contract owner's gross income. The IRS has
 
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stated in published rulings  that a variable contract  owner will be  considered
the  owner of separate account assets  if the contract owner possesses incidents
of ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection  with
the  issuance of  regulations concerning investment  diversification, that those
regulations "do  not  provide guidance  concerning  the circumstances  in  which
investor  control of the investments of a segregated asset account may cause the
investor (i.e., the contract  owner), rather than the  insurance company, to  be
treated  as the  owner of  the assets  in the  account." This  announcement also
states that guidance would  be issued by  way of regulations  or rulings on  the
"extent  to  which  policyholders  may direct  their  investments  to particular
subaccounts without being treated as owners of the underlying assets." As of the
date of this Prospectus, no such guidance has been issued.
  The ownership  rights under  the contract  are similar  to, but  different  in
certain  respects from, those  described by the  IRS in rulings  in which it was
determined that contract owners were not owners of separate account assets.  For
example, the owner of a contract has the choice of several sub-accounts in which
to  allocate  net purchase  payments and  contract  values, and  may be  able to
transfer  among  sub-accounts  more  frequently  than  in  such  rulings.  These
differences  could result in a contract owner  being treated as the owner of the
assets of the Variable Annuity Account.  In addition, Minnesota Mutual does  not
know  what standards will  be set forth,  if any, in  the regulations or rulings
which the Treasury Department has stated  it expects to issue. Minnesota  Mutual
therefore  reserves the right to modify the  contract as necessary to attempt to
prevent a contract owner from being considered the owner of a pro rata share  of
the assets of the Variable Annuity Account.
 
REQUIRED DISTRIBUTIONS
In  order to be treated as an  annuity contract for Federal income tax purposes,
Section 72(s)  of the  Code  requires any  non-qualified contract  issued  after
January  18, 1985 to provide that  (a) if an owner dies  on or after the annuity
starting date but prior to the time the entire interest in the contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
owner's death; and (b) if an owner dies prior to the annuity starting date,  the
entire  interest in the contract must be distributed within five years after the
date of the owner's death. These  requirements shall be considered satisfied  if
any  portion of the owner's interest which is payable to or for the benefit of a
"designated beneficiary" is  distributed over  the life of  such beneficiary  or
over  a period not extending beyond the  life expectancy of that beneficiary and
such distributions begin  within one  year of  that owner's  death. The  owner's
"designated beneficiary" is the person designated by such owner as a beneficiary
and  to whom ownership of the  contract passes by reason of  death. It must be a
natural  person.  However,  if  the  owner's  "designated  beneficiary"  is  the
surviving  spouse of the owner, the contract may be continued with the surviving
spouse as the new owner.
  Non-qualified contracts  issued after  January  18, 1985,  contain  provisions
which are intended to comply with the requirements of Section 72(s) of the Code,
although  no regulations interpreting  these requirements have  yet been issued.
Minnesota Mutual intends to review such provisions and modify them if  necessary
to  assure that  they comply  with the requirements  of Code  Section 72(s) when
clarified by regulation or otherwise.
  Other rules may apply to qualified contracts.
 
TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from  a contract because of  the death of the  owner.
Generally,  such  amounts  are includable  in  the  income of  the  recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner  as
a  full surrender  of the  contract, as described  above, or  (2) if distributed
under an annuity option, they are taxed in the same manner as annuity  payments,
as described above.
 
POSSIBLE CHANGES IN TAXATION
In  past years, legislation has been proposed that would have adversely modified
the federal taxation of certain annuities. For example, one such proposal  would
have  changed the  tax treatment  of non-qualified  annuities that  did not have
"substantial life  contingencies" by  taxing income  as it  is credited  to  the
annuity.  Although as of  the date of  this Prospectus Congress  is not actively
considering any legislation regarding the taxation of annuities there is  always
the  possibility that the tax treatment of annuities could change by legislation
or other means (such  as IRS regulations,  revenue rulings, judicial  decisions,
etc.). Moreover, it is also
 
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possible  that any change could be retroactive  (that is, effective prior to the
date of the change).
 
TAX QUALIFIED PROGRAMS
The annuity is  designed for  use with several  types of  retirement plans  that
qualify  for special tax treatment. The tax rules applicable to participants and
beneficiaries in retirement  plans vary according  to the type  of plan and  the
terms  and  conditions  of the  plan.  Special  favorable tax  treatment  may be
available for  certain types  of contributions  and distributions.  Adverse  tax
consequences  may  result  from  contributions in  excess  of  specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that  do  not  conform  to  specified  minimum  distribution  rules;   aggregate
distributions  in excess  of a specified  annual amount; and  in other specified
circumstances.
  We make  no attempt  to provide  more than  general information  about use  of
annuities  with the various  types of retirement  plans. Owners and participants
under retirement plans  as well  as annuitants and  beneficiaries are  cautioned
that  the rights  of any  person to  any benefits  under annuities  purchased in
connection with these plans may  be subject to the  terms and conditions of  the
plans  themselves, regardless of the terms  and conditions of the annuity issued
in connection with such  a plan. Some retirement  plans are subject to  transfer
restrictions, distribution and other requirements that are not incorporated into
the  annuity or our annuity  administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions,  distributions
and other transactions with respect to the annuities comply with applicable law.
Purchasers  of annuities for  use with any retirement  plan should consult their
legal counsel and tax adviser regarding the suitability of the contract.
 
PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX EXEMPT ORGANIZATIONS
Under Code Section 403(b),  payments made by public  school systems and  certain
tax  exempt organizations to purchase annuity  contracts for their employees are
excludable  from  the  gross  income   of  the  employee,  subject  to   certain
limitations.  However, these payments  may be subject  to FICA (Social Security)
taxes.
  Code Section 403(b)(11) restricts the  distribution under Code Section  403(b)
annuity  contracts of: (1) elective contributions  made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts  held as of  the last  year beginning before  January 1,  1989.
Distribution  of  those  amounts may  only  occur  upon death  of  the employee,
attainment of  age 59  1/2, separation  from service,  disability, or  financial
hardship.  In addition, income attributable to elective contributions may not be
distributed in the case of hardship.
 
INDIVIDUAL RETIREMENT ANNUITIES
Code Sections 219 and 408 permit individuals or their employers to contribute to
an individual retirement program known as an "Individual Retirement Annuity"  or
"IRA."  Individual Retirement Annuities are subject to limitations on the amount
which may  be contributed  and  deducted and  the  time when  distributions  may
commence.  In  addition, distributions  from certain  other types  of retirement
plans may be  placed into  an Individual Retirement  Annuity on  a tax  deferred
basis.  Employers  may establish  Simplified  Employee Pension  (SEP)  Plans for
making IRA contributions on behalf of their employees.
 
CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
Code Section 401(a) permits employers  to establish various types of  retirement
plans   for  employees,  and  permits  self-employed  individuals  to  establish
retirement plans for themselves and their employees. These retirement plans  may
permit  the purchase of the contracts to accumulate retirement savings under the
plans. Adverse tax or other legal  consequences to the plan, to the  participant
or  to  both  may result  if  this annuity  is  assigned or  transferred  to any
individual as a means to provide benefit payments, unless the plan complies with
all legal requirements  applicable to  such benefits  prior to  transfer of  the
annuity.
 
DEFERRED COMPENSATION PLANS
Code  Section 457 provides for certain  deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies,  instrumentalities and  certain affiliates  of
such  entities, and tax exempt organizations.  The plans may permit participants
to specify the form of investment  for their deferred compensation account.  All
investments  are owned by the sponsoring employer  and are subject to the claims
of the  general  creditors  of the  employer.  Depending  on the  terms  of  the
particular  plan, the employer may  be entitled to draw  on deferred amounts for
purposes unrelated to its Section 457 plan obligations. In general, all  amounts
received
 
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<PAGE>
under  a Section  457 plan  are taxable  and are  subject to  federal income tax
withholding as wages.
 
WITHHOLDING
In general,  distributions from  annuities  are subject  to federal  income  tax
withholding  unless the  recipient elects  not to  have tax  withheld. Different
rules may apply  to payments delivered  outside the United  States. Some  states
have enacted similar rules.
  Recent  changes  to the  Code allow  the rollover  of most  distributions from
tax-qualified plans and Section 403(b) annuities directly to other tax-qualified
plans that will accept such distributions and to individual retirement  accounts
and  individual retirement annuities. Distributions which may not be rolled over
are those which are: (1) one of a series of substantially equal annual (or  more
frequent)  payments made (a) over  the life or life  expectancy of the employee,
(b) the joint  lives or joint  expectancies of the  employee and the  employee's
designated  beneficiary, or (c) for a specified period of ten years or more; (2)
a  required  minimum  distribution;  or   (3)  the  non-taxable  portion  of   a
distribution.
  Any  distribution  eligible  for rollover,  which  may include  payment  to an
employee, an employee's  surviving spouse or  an ex-spouse who  is an  alternate
payee,  will be  subject to  federal tax  withholding at  a 20%  rate unless the
distribution is made  as a  direct rollover  to a  tax-qualified plan  or to  an
individual  retirement account or annuity. It may be noted that amounts received
by individuals which are  eligible for rollover may  still be placed in  another
tax-qualified  plan or  individual retirement  account or  individual retirement
annuity if the transaction is completed within sixty days after the distribution
has been received.  Such a  taxpayer must  replace withheld  amounts with  other
funds to avoid taxation on the amount previously withheld.
 
SEE YOUR OWN TAX ADVISER
It should be understood that the foregoing description of the federal income tax
consequences  under these contracts is not exhaustive and that special rules are
provided with respect  to situations  not discussed  herein. It  should also  be
understood  that should  a plan lose  its qualified status,  employees will lose
some of the tax  benefits described. Statutory changes  in the Internal  Revenue
Code  with varying effective dates, and  regulations adopted thereunder may also
alter the tax consequences of specific factual situations. Due to the complexity
of the applicable laws, tax advice may  be needed by a person contemplating  the
purchase  of a  variable annuity contract  or exercising elections  under such a
contract. For further information a qualified tax adviser should be consulted.
 
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STATEMENT OF ADDITIONAL INFORMATION
 
A Statement  of Additional  Information, which  contains additional  information
including  financial  statements, is  available  from the  offices  of Minnesota
Mutual at your request. The Table  of Contents for that Statement of  Additional
Information is as follows:
 
    Trustees and Principal Management Officers of Minnesota Mutual
    Distribution of Contract
    Performance Data
    Auditors
    Registration Statement
    Financial Statements
 
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APPENDIX A--ILLUSTRATION OF VARIABLE ANNUITY VALUES
 
The  illustration  included  in this  appendix  shows the  effect  of investment
performance on the monthly variable  annuity income. The illustration assumes  a
gross investment return, after tax, of: 0%, 4.23% and 12.00%.
  For  illustration purposes,  an average  annual expense  equal to  .73% of the
average daily  net  assets is  deducted  from  the gross  investment  return  to
determine  the net investment return. The net  investment return is then used to
project the  monthly  variable  annuity  incomes. The  expense  charge  of  .73%
includes: .58% for contract administration and an average of .61% for investment
management and other fund expenses. These expenses are listed for each portfolio
in the table following.
  The  gross and net investment rates are for illustrative purposes only and are
not a reflection of past or  future performance. Actual variable annuity  income
will  be more or less than shown if  the actual returns are different than those
illustrated.
  The illustration assumes 100% of the assets are invested in Sub-Account(s)  of
the  Variable Annuity Account. For comparison  purposes, a current fixed annuity
income, available through the General Account is also provided. The illustration
assumes an initial interest rate, used  to determine the first variable  payment
of  3.50%.  After  the  first variable  annuity  payment,  future  payments will
increase if the annualized net rate of return exceeds the initial interest rate,
and will decrease if the annualized net rate of return is less than the  initial
interest rate.
  The  illustration provided is for a male, age 65, selecting a life and 10 year
certain annuity option  with $100,000  of non-qualified funds,  residing in  the
State  of Minnesota.  Upon request,  we will  provide a  comparable illustration
based upon the proposed annuitant's date of birth, sex, annuity option, state of
residence, type of  funds, value  of funds, and  selected gross  annual rate  of
return (not to exceed 12%).
 
             ACTUAL 1995 VARIABLE ANNUITY SEPARATE ACCOUNT CHARGES
                            AND SERIES FUND EXPENSES
 
<TABLE>
<CAPTION>
SEPARATE ACCOUNT                             MORTALITY & EXPENSE  SERIES FUND MANAGEMENT   OTHER SERIES FUND
SUB-ACCOUNT NAME                                    RISK                   FEE                  EXPENSES           TOTAL
- -------------------------------------------  -------------------  ----------------------  --------------------  -----------
<S>                                          <C>                  <C>                     <C>                   <C>
Growth.....................................            .15%                  .50%                   .05%              .70%
Bond.......................................            .15%                  .50%                   .08%              .73%
Money Market...............................            .15%                  .50%                   .14%              .79%
Asset Allocation...........................            .15%                  .50%                   .05%              .70%
Mortgage Securities........................            .15%                  .50%                   .08%              .73%
Index 500..................................            .15%                  .40%                   .07%              .62%
Capital Appreciation.......................            .15%                  .75%                   .05%              .95%
International Stock........................            .15%                  .78%                   .26%             1.19%
Small Company..............................            .15%                  .75%                   .09%              .99%
Value Stock................................            .15%                  .75%                   .14%             1.04%
Maturing Government Bond 1998..............            .15%                  .05%                   .15%              .35%
Maturing Government Bond 2002..............            .15%                  .05%                   .15%              .35%
Maturing Government Bond 2006..............            .15%                  .25%                   .15%              .55%
Maturing Government Bond 2010..............            .15%                  .25%                   .15%              .55%
  Average..................................            .15%                  .47%                   .12%              .73%
</TABLE>
 
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                      VARIABLE ANNUITY PAYOUT ILLUSTRATION
 
<TABLE>
<S>                                        <C>
PREPARED FOR:  Prospect                    ANNUITIZATION OPTION:  10 Year Certain
                                           with Life Contingency
 
PREPARED BY:  Minnesota Mutual             QUOTATION DATE:  05/01/96
 
SEX:  Male    DATE OF BIRTH:  05/01/31     COMMENCEMENT DATE:  06/01/96
 
STATE:  MN                                 SINGLE PAYMENT RECEIVED:  $100,000.00
 
LIFE EXPECTANCY:  20.2(IRS)  17.3(MML)     FUNDS:  Non-Qualified
 
                                           INITIAL MONTHLY INCOME:  $624
</TABLE>
 
  The  monthly variable  annuity income  amount shown  below assumes  a constant
annual investment return. The initial interest rate of 3.50% is the assumed rate
used to calculate the first  monthly payment. Thereafter, monthly payments  will
increase  or decrease based  upon the relationship  between the initial interest
rate and the performance of the Sub-Account(s) selected. The investment  returns
shown are hypothetical and not a representation of future results.
 
<TABLE>
<CAPTION>
                                                                       ANNUAL RATE OF RETURN
                                                          ------------------------------------------------
                                                          0% GROSS (-.73%    6.36% GROSS     12.00% GROSS
DATE                                              AGE          NET)          (4.23% NET)     (11.27% NET)
- ---------------------------------------------  ---------  ---------------  ---------------  --------------
<S>                                            <C>        <C>              <C>              <C>
June 1, 1996.................................         65     $     624        $     624       $      624
June 1, 1997.................................         66           598              624              671
June 1, 1998.................................         67           574              624              721
June 1, 1999.................................         68           550              624              775
June 1, 2000.................................         69           528              624              833
June 1, 2005.................................         74           429              624            1,197
June 1, 2010.................................         79           348              624            1,719
June 1, 2015.................................         84           282              624            2,468
June 1, 2020.................................         89           229              624            3,545
June 1, 2025.................................         94           186              624            5,091
June 1, 2030.................................         99           151              624            7,311
June 1, 2031.................................        100           145              624            7,859
</TABLE>
 
  IF  100%  OF YOUR  PURCHASE  WAS APPLIED  TO PROVIDE  A  FIXED ANNUITY  ON THE
QUOTATION DATE OF THIS  ILLUSTRATION, THE FIXED ANNUITY  INCOME AMOUNT WOULD  BE
$755.
 
  Net  rates of return reflect expenses totaling  73%, which consist of the .15%
Variable Account administrative charge and  .58% for the Series Fund  management
fee  and other Series Fund expenses (this  is an average with the actual varying
from .20% to 1.04%).
 
  Minnesota  Mutual  MultiOption  variable   annuities  are  available   through
 
registered representatives of MIMLIC Sales Corporation.
 
                This is an illustration only and not a contract.
 
28

<PAGE>

                    Minnesota Mutual Variable Annuity Account
               ("Variable Annuity Account"), a Separate Account of

                   The Minnesota Mutual Life Insurance Company
                              ("Minnesota Mutual")
                             400 Robert Street North
                         St. Paul, Minnesota  55101-2098
                           Telephone:   (612) 298-3500

                       Statement of Additional Information
 
The date of this document and the Prospectus is:  May 1, 1996
 
This Statement of Additional Information is not a prospectus.  Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectus.  Therefore, this Statement should be read
in conjunction with the Fund's current Prospectus, bearing the same date, which
may be obtained by calling The Minnesota Mutual Life Insurance Company at (612)
298-3500, or writing to Minnesota Mutual at Minnesota Mutual Life Center, 400
Robert Street North, St. Paul, Minnesota 55101-2098.

     Trustees and Principal Management Officers of Minnesota Mutual
     Distribution of Contract
     Performance Data
     Auditors
     Registration Statement
     Financial Statements


<PAGE>

        TRUSTEES AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA MUTUAL

   Trustees                              Principal Occupation
 
Giulio Agostini              Senior Vice President, Finance and Office
                             Administration, Minnesota Mining and 
                             Manufacturing Company, Maplewood, Minnesota
                             since July 1991, prior thereto for more than
                             five years Director, Finance and Administration,
                             Minnesota Mining and Manufacturing - Italy

Anthony L. Andersen          Chair-Board of Directors, H. B. Fuller Company, 
                             St. Paul, Minnesota, since June 1995, prior thereto
                             for more than five years President and Chief 
                             Executive Officer, H. B. Fuller Company (Adhesive
                             Products)

John F. Grundhofer           President, Chairman and Chief Executive Officer,
                             First Bank System, Inc., Minneapolis, Minnesota
                             (Banking)

Harold V. Haverty            Retired since May 1995, prior thereto, for more
                             than five years Chairman of the Board, President
                             and Chief Executive Officer, Deluxe Corporation, 
                             Shoreview, Minnesota (Check Printing)

Lloyd P. Johnson             Retired since May 1995, prior thereto, for more
                             than five years Chairman of the Board, Norwest
                             Corporation, Minneapolis, Minnesota (Banking)

David S. Kidwell, Ph.D.      Dean and Professor of Finance, The Curtis L.
                             Carlson School of Management, University of
                             Minnesota, since August 1991; prior thereto,
                             Dean of the School and Professor, University of
                             Connecticut, School of Business Administration 
                             from 1988 to July 1991

Reatha C. King, Ph.D.        President and Executive Director, General Mills
                             Foundation, Minneapolis, Minnesota

Thomas E. Rohricht           Member, Doherty, Rumble & Butler Professional
                             Association, St. Paul, Minnesota (Attorneys)

Terry N. Saario, Ph.D.       President, Northwest Area Foundation, St. Paul,
                             Minnesota (Private Regional Foundation)

Robert L. Senkler            Chairman of the Board, President and Chief 
                             Executive Officer, The Minnesota Mutual Life
                             Insurance Company, since August 1995; prior
                             thereto for more than five years Vice President
                             and Actuary, The Minnesota Mutual Life Insurance 
                             Company

Michael E. Shannon           Chairman and Chief Financial and Administrative
                             Officer, Ecolab, Inc., St. Paul, Minnesota, since
                             August 1992, prior thereto President, Residential
                             Services Group, Ecolab, Inc., St. Paul, Minnesota
                             from October 1990 to July 1992 (Develops and 
                             Markets Cleaning and Sanitizing Products)

Frederick T. Weyerhaeuser    Chairman, Clearwater Management Company, St. Paul,
                             Minnesota (Financial Management)
 

                                      -1-

<PAGE>

 
Principal Officers (other than Trustees)

        Name                              Position

        John F. Bruder              Senior Vice President

        Keith M. Campbell           Vice President

        Paul H. Gooding             Vice President and Treasurer

        Robert E. Hunstad           Executive Vice President

        James E. Johnson            Senior Vice President and Actuary

        Richard D. Lee              Vice President

        Joel W. Mahle               Vice President

        Dennis E. Prohofsky         Senior Vice President, General Counsel and
                                    Secretary

        Gregory S. Strong           Vice President and Actuary

        Terrence S. Sullivan        Senior Vice President

        Randy F. Wallake            Senior Vice President

All Trustees who are not also officers of Minnesota Mutual have had the 
principal occupation (or employers) shown for at least five years with the 
exception of Messrs. Agostini, Andersen and Shannon and Dr. Kidwell, whose 
prior employment is as indicated above.  All officers of Minnesota Mutual
have been employed by Minnesota Mutual for at least five years.
 

                            DISTRIBUTION OF CONTRACT
 
The contract will be sold in a continuous offering.  MIMLIC Sales acts as 
principal underwriter of the contracts.  MIMLIC Sales is a wholly-owned 
subsidiary of MIMLIC Corporation, which in turn is a wholly-owned subsidiary 
of Minnesota Mutual Life.  MIMLIC Corporation is also the sole owner of the 
shares of MIMLIC Asset Management Company, a registered investment adviser 
and the investment adviser to the MIMLIC Series Fund, Inc.  MIMLIC Sales is 
registered as a broker-dealer under the Securities Exchange Act of 1934 and 
is a member of the National Association of Securities Dealers, Inc. Amounts 
paid by Minnesota Mutual to the underwriter for 1995, 1994 and 1993, 
respectively, were $7,208,781, $7,363,105 and $8,574,958, respectively, and for
payments to associated dealers on the sale of the contracts, which include 
other contracts issued through the Variable Annuity Account.  Agents of 
Minnesota Mutual who are also registered representatives of MIMLIC Sales are 
compensated directly by Minnesota Mutual.
 

                                       -2-


<PAGE>

                                 PERFORMANCE DATA

CURRENT YIELD FIGURES FOR MONEY MARKET SUB-ACCOUNT
 
Current annualized yield quotations for the Money Market Sub-Account are based
on the Sub-Account's net investment income for a seven-day or other specified
period and exclude any realized or unrealized gains or losses on sub-account
securities.  Current annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one accumulation unit at the beginning of the specified
period, dividing such net change in account value by the value of the account at
the beginning of the period, and annualizing this quotient on a 365-day basis.
The Variable Annuity Account may also quote the effective yield of the Money
Market Sub-Account for a seven-day or other specified period for which the
current annualized yield is computed by expressing the unannualized return on a
compounded, annualized basis.  The yield and effective yield of the Money Market
Sub-Account for the seven-day period ended December 31, 1995 were 4.01% and
4.08%, respectively.
 

TOTAL RETURN FIGURES FOR ALL SUB-ACCOUNTS

Cumulative total return quotations for Sub-Accounts represent the total return
for the period since the Sub-Account became available pursuant to the Variable
Annuity Account's registration statement.  Cumulative total return is equal to
the percentage change between the net asset value of a hypothetical $1,000
investment at the beginning of the period and the net asset value of that same
investment at the end of the period.

Prior to May 3, 1993, several of the Sub-Accounts were known by different names.
The Growth Sub-Account was the Stock Sub-Account, the Asset Allocation Sub-
Account was the Managed Sub-Account, the Index 500 Sub-Account was the Index
Sub-Account and the Capital Appreciation Sub-Account was the Aggressive Growth
Sub-Account.
 
The cumulative total return figures published by the Variable Annuity Account
relating to the contracts described in the Prospectus will reflect Minnesota
Mutual's voluntary absorption of certain Fund expenses described below.  The
cumulative total returns for the Sub-Accounts for the specified periods ended
December 31, 1995 are shown in the table below.  The figures in parentheses show
what the cumulative total returns would have been had Minnesota Mutual not
absorbed Fund expenses as described above.
 

 
<TABLE>
<CAPTION>

                                     From Inception     Date of
                                      to 12/31/95      Inception
                                     ---------------   ---------
<S>                                 <C>                 <C>

Growth Sub-Account                  101.22%  (99.98%)    6/3/87


                                       -3-

<PAGE>

Bond Sub-Account                    111.83% (110.80%)    6/3/87

Money Market Sub-Account             54.60%  (52.72%)    6/3/87

Asset Allocation Sub-Account        125.07% (124.74%)    6/3/87

Mortgage Securities Sub-Account     109.12% (108.75%)    6/3/87

Index 500 Sub-Account               131.59% (131.05%)    6/3/87

Capital Appreciation Sub-Account    142.00% (139.91%)    6/3/87

International Stock Sub-Account      49.49%  (49.47%)    5/1/92

Small Company Sub-Account            60.42%  (60.32%)    5/3/93

Maturing Government Bond
   1998 Sub-Account                  15.77%  (15.59%)    5/2/94

Maturing Government Bond
   2002 Sub-Account                  25.06%  (24.57%)    5/2/94

Maturing Government Bond
   2006 Sub-Account                  34.56%  (33.64%)    5/2/94

Maturing Government Bond
   2010 Sub-Account                  40.44%  (38.38%)    5/2/94

Value Stock Sub-Account              38.72%  (38.60%)    5/2/94
</TABLE>
 

 
Cumulative total return quotations for Sub-Accounts will be accompanied by 
average annual total return figures for a one-year period, five-year period 
and for the period since the Sub-Account became available pursuant to the 
Variable Annuity Account's registration statement.  Average annual total 
return figures are the average annual compounded rates of return required for 
an initial investment of $1,000 to equal the accumulation value of that same 
investment at the end of the period.  The average annual total return figures 
published by the Variable Annuity Account will reflect Minnesota Mutual's 
voluntary absorption of certain Fund expenses.  For the period subsequent to 
March 9, 1987, Minnesota Mutual is voluntarily absorbing the fees and 
expenses that exceed .65% of the average daily net assets of the Growth, 
Bond, Money Market, Asset Allocation and Mortgage Securities Portfolios of 
the Fund, .55% of the average daily net assets of the Index 500 Portfolio of 
the Fund, .90% of the average daily net assets of the Capital Appreciation 
and Small Company Portfolios of the Fund and expenses that exceed 1.00% of 
the average daily net assets of the International Stock Portfolio exclusive 
of the advisory fee.  And, for the period subsequent to May 2, 1994, 
Minnesota Mutual has voluntarily absorbed fees and expenses that exceed .90% 
of the average daily net assets of the Value Stock Portfolio and fees and 
expenses that exceed
 


                                       -4-


<PAGE>

 .40% of the average daily net assets of the Maturing Government Bond Portfolios.
It should be noted that for the Maturing Government Bond Portfolios maturing in
1998 and 2002, Minnesota Mutual will voluntarily absorb fees and expenses that
exceed .20% of average daily net assets of those Portfolios until April 30,
1998.  There is no specified or minimum period of time during which Minnesota
Mutual has agreed to continue its voluntary absorption of these expenses, and
Minnesota Mutual may in its discretion cease its absorption of expenses at any
time.  Should Minnesota Mutual cease absorbing expenses the effect would be to
increase substantially Fund expenses and thereby reduce investment return.

 
The average annual rates of return for the Sub-Accounts of the contracts
described in the Prospectus for the specified periods ended December 31, 1995
are shown in the table below.  The figures in parentheses show what the average
annual rates of return would have been had Minnesota Mutual not absorbed Fund
expenses as described above.
 


                                       -5-



<PAGE>

 
<TABLE>
<CAPTION>
                           Year Ended           Five Years         From Inception    Date of
                            12/31/95          Ended 12/31/95        to 12/31/95     Inception
                         ----------------     ---------------    -----------------  ---------
<S>                      <C>                  <C>                <C>                <C>
Growth Sub-Account        24.10%  (24.10%)    12.83%  (12.83%)    8.49%    (8.41%)    6/3/87

Bond Sub-Account          19.57%  (19.57%)     9.43%   (9.28%)    9.14%    (9.07%)    6/3/87

Money Market Sub-Account   5.26%   (5.26%)     3.93%   (3.67%)    5.21%    (5.06%)    6/3/87

Asset Allocation
  Sub-Account             24.82%  (24.82%)    12.48%  (12.48%)    9.92%    (9.89%)    6/3/87

 Mortgage Securities
  Sub-Account             17.83%  (17.83%)     8.87%   (8.85%)    8.98%    (8.95%)    6/3/87

 Index 500 Sub-Account    36.63%  (36.63%)    16.00%  (15.98%)   10.28%   (10.25%)    6/3/87

Capital Appreciation
  Sub-Account             22.59%  (22.59%)    15.44%  (15.41%)   10.85%   (10.73%)    6/3/87

International Stock       14.06%  (14.06%)       --       --     11.58%   (11.57%)    5/1/92
  Sub-Account

Small Company
  Sub-Account             31.86%  (31.86%)       --       --     19.40%   (19.37%)    5/3/93

Maturing Government Bond
   1998 Sub-Account       15.83%  (15.31%)       --       --      9.17%    (9.07%)    5/2/94

Maturing Government Bond
   2002 Sub-Account       24.83%  (23.81%)       --       --     14.34%   (14.08%)    5/2/94

Maturing Government Bond
   2006 Sub-Account       34.52%  (33.19%)       --       --     19.47%   (18.98%)    5/2/94


                                       -6-
<PAGE>

Maturing Government Bond
   2010 Sub-Account       41.01%   (38.39%)      --       --     22.58%   (21.49%)    5/2/94

Value Stock Sub-Account   32.76%   (32.71%)      --       --     21.66%   (21.61%)    5/2/94
</TABLE>
 


                                       -7-


<PAGE>


PREDICTABILITY OF RETURN

ANTICIPATED VALUE AT MATURITY. The maturity values of zero-coupon bonds are 
specified at the time the bonds are issued, and this feature, combined with the
ability to calculate yield to maturity, has made these instruments popular 
investment vehicles for investors seeking reliable investments to meet long-term
financial goals.

Each Maturing Government Bond Portfolio of the Fund consists primarily of zero-
coupon bonds but is actively managed to accommodate contract owner activity and
to take advantage of perceived market opportunities.  Because of this active
management approach, there is no guarantee that a certain price per share of a
Maturing Government Bond Portfolio, or a certain price per unit of the
corresponding Sub-Account, will be attained by the time a Portfolio is
liquidated.  Instead, the Fund attempts to track the price behavior of a
directly held zero-coupon bond by:

    (1) Maintaining a weighted average maturity within each Maturing Government
        Bond Portfolio's target maturity year;

    (2) Investing at least 90% of assets in securities that mature within one
        year of that Portfolio's target maturity year;

    (3) Investing a substantial portion of assets in Treasury STRIPS (the most
        liquid Treasury zero);

    (4) Under normal conditions, maintaining a nominal cash balance;

    (5) Executing portfolio transactions necessary to accommodate net contract
        owner purchases or redemptions on a daily basis; and

    (6) Whenever feasible, contacting several U.S. government securities
        dealers for each intended transaction in an effort to obtain the best
        price on each transaction.

These measures enable the Company to calculate an anticipated value at maturity
(AVM) for each unit of a Maturing Government Bond Sub-Account, calculated as of
the date of purchase of such unit, that approximates the price per unit that
such unit will achieve by the weighted average maturity date of the underlying
Portfolio.  The AVM calculation for each Maturing Government Bond Sub-Account is
as follows:

                              AVM = P(1 + AGR/2)2T

where P = the Sub-Account's current price per unit; T = the Sub-Account's
weighted average term to maturity in years; and AGR = the anticipated growth
rate.

This calculation assumes an expense ratio and a portfolio composition for the
underlying Maturing Government Bond Portfolio that remain constant for the life
of such Portfolio.  Because the Portfolio's expenses and composition do not
remain constant, however, the


                                       -8-


<PAGE>

Company may calculate AVM for each Maturing Government Bond Sub-Account on any
day on which the underlying Maturing Government Bond Portfolio is valued.  Such
an AVM is applicable only to units purchased on that date.

In addition to the measures described above, which the adviser believes are
adequate to assure close correspondence between the price behavior of each
Portfolio and the price behavior of directly held zero-coupon bonds with
comparable maturities, the Fund expects that each Portfolio will invest at least
90% of its net assets in zero-coupon bonds until it is within four years of its
target maturity year and at least 80% of its net assets in zero-coupon
securities within two to four years of its target maturity year.  This
expectation may be altered if the market supply of zero-coupon securities
diminishes unexpectedly.

ANTICIPATED GROWTH RATE.  The Company calculates an anticipated growth rate
(AGR) for each Maturing Government Bond Sub-Account on each day on which the
underlying Portfolio is valued.  AGR is a calculation of the anticipated
annualized rate of growth for a Sub-Account unit, calculated from the date of
purchase of such unit to the Sub-Account's target maturity date.  As is the case
with calculations of AVM, the AGR calculation assumes that each underlying
Maturing Government Bond Portfolio expense ratio and portfolio composition will
remain constant.  Each Maturing Government Bond Sub-Account AGR changes from day
to day (i.e., a particular AGR calculation is applicable only to units purchased
on that date), due primarily to changes in interest rates and, to a lesser
extent, to changes in portfolio composition and other factors that affect the
value of the underlying Portfolio.

The Company expects that a contract owner who holds specific units until the
underlying Portfolio's weighted average maturity date will realize an investment
return and maturity value on those units that do not differ substantially from
the AGR and AVM calculated on the day such units were purchased.  The AGR and
AVM calculated with respect to units purchased on any other date, however, may
be materially different.

                                   AUDITORS

The financial statements of Minnesota Mutual and the Variable Annuity Account
included herein have been audited by KPMG Peat Marwick LLP, 4200 Norwest Center,
90 South Seventh Street, Minneapolis, Minnesota 55402, independent auditors,
whose reports thereon appear elsewhere herein, and have been so included in
reliance upon the reports of KPMG Peat Marwick LLP and upon the authority of
said firm as experts in accounting and auditing.

                            REGISTRATION STATEMENT

We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the
contracts offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Annuity Account, Minnesota Mutual, and the
contracts. Statements contained in this Prospectus as to the contents of
contracts and other legal instruments are summaries, and reference is made to
such instruments as filed.


                                       -9-



<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Trustees of The Minnesota Mutual Life Insurance Company
and Contract Owners of Minnesota Mutual Variable Annuity Account:
 
  We  have audited the accompanying statements  of assets and liabilities of the
Growth, Bond, Money  Market, Asset Allocation,  Mortgage Securities, Index  500,
Capital  Appreciation, International  Stock, Small  Company, Maturing Government
Bond 1998,  Maturing  Government  Bond  2002,  Maturing  Government  Bond  2006,
Maturing  Government  Bond  2010  and  Value  Stock  Segregated  Sub-Accounts of
Minnesota Mutual Variable Annuity Account (class of contracts offered to certain
defined groups  and  individuals)  as  of December  31,  1995  and  the  related
statements  of operations for the year then  ended, the statements of changes in
net assets for each of the years  in the two-year period then ended (year  ended
December  31, 1995 and the period from May  2, 1994 to December 31, 1994 for the
Maturing  Government  Bond  1998,   Maturing  Government  Bond  2002,   Maturing
Government  Bond 2006, Maturing Government Bond  2010 and Value Stock Segregated
Sub-Accounts) and  the  financial  highlights  for each  of  the  years  in  the
five-year   period  then  ended  for  the  Growth,  Bond,  Money  Market,  Asset
Allocation, Mortgage Securities, Index  500 and Capital Appreciation  Segregated
Sub-Accounts  and  for the  each of  the  years in  the three-year  period ended
December 31, 1995 and the period from May  1, 1992 to December 31, 1992 for  the
International  Stock Segregated Sub-Account,  each of the  years in the two-year
period ended December 31, 1995 and the  period from May 3, 1993 to December  31,
1993  for the Small  Company Segregated Sub-Account and  the year ended December
31, 1995 and the period from May 2,  1994 to December 31, 1994 for the  Maturing
Government  Bond 1998, Maturing  Government Bond 2002,  Maturing Government Bond
2006, Maturing Government  Bond 2010  and Value  Stock Segregated  Sub-Accounts.
These  financial statements and the  financial highlights are the responsibility
of the Account's  management. Our  responsibility is  to express  an opinion  on
these financial statements and the financial highlights 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  and the financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Investments owned at December 31, 1995 were verified by  examination
of  the underlying portfolios of MIMLIC Series Fund, Inc. 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 the Growth, Bond, Money Market,
Asset   Allocation,  Mortgage  Securities,   Index  500,  Capital  Appreciation,
International Stock,  Small Company,  Maturing  Government Bond  1998,  Maturing
Government  Bond 2002, Maturing  Government Bond 2006,  Maturing Government Bond
2010 and  Value  Stock  Segregated Sub-Accounts  of  Minnesota  Mutual  Variable
Annuity  Account  at December  31,  1995 and  the  results of  their operations,
changes in their net assets and the financial highlights for the periods  stated
in  the first paragraph above, in  conformity with generally accepted accounting
principles.
 
                                         KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 16, 1996
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                   SEGREGATED SUB-ACCOUNTS
                                     ------------------------------------------------------------------------------------
                                                               MONEY       ASSET      MORTGAGE     INDEX       CAPITAL
              ASSETS                   GROWTH       BOND       MARKET    ALLOCATION  SECURITIES     500      APPRECIATION
- -----------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ------------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>
Investments in shares of MIMLIC
  Series Fund, Inc.:
  Growth Portfolio, 1,419,636
    shares at net asset value of
    $2.210 per share (cost
    $2,574,011)....................  $3,136,874      --          --         --          --           --          --
  Bond Portfolio, 2,491,671 shares
    at net asset value of $1.332
    per share (cost $2,975,586)....      --       3,319,566      --         --          --           --          --
  Money Market Portfolio, 1,122,739
    shares at net asset value of
    $1.000 per share (cost
    $1,122,739)....................      --          --       1,122,739     --          --           --          --
  Asset Allocation Portfolio,
    2,507,884 shares at net asset
    value of $1.826 per share (cost
    $3,831,753)....................      --          --          --      4,580,600      --           --          --
  Mortgage Securities Portfolio,
    841,423 shares at net asset
    value of $1.207 per share (cost
    $969,205)......................      --          --          --         --       1,015,720       --          --
  Index 500 Portfolio, 2,353,558
    shares at net asset value of
    $2.023 per share (cost
    $3,635,954)....................      --          --          --         --          --        4,762,240      --
  Capital Appreciation Portfolio,
    2,119,141 shares at net asset
    value of $2.160 per share (cost
    $3,593,621)....................      --          --          --         --          --           --       4,578,279
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
                                      3,136,874   3,319,566   1,122,739  4,580,600   1,015,720    4,762,240   4,578,279
Receivable from MIMLIC Series Fund,
  Inc. for investments sold........          18          19      10,007         28           6           28          28
Receivable from Minnesota Mutual
  for contract purchase payments...       4,715      12,335       1,040      8,206       3,944       30,590      13,181
Dividends receivable from MIMLIC
  Series Fund, Inc.................      --          --             309     --          --           --          --
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
      Total assets.................   3,141,607   3,331,920   1,134,095  4,588,834   1,019,670    4,792,858   4,591,488
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
 
<CAPTION>
            LIABILITIES
- -----------------------------------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>
Payable to MIMLIC Series Fund, Inc.
  for investments purchased........       4,715      12,335       1,040      8,206       3,944       30,590      13,181
Payable to Minnesota Mutual for
  contract terminations and
  administrative charges...........          18          19      10,007         28           6           28          28
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
      Total liabilities............       4,733      12,354      11,047      8,234       3,950       30,618      13,209
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
      Net assets applicable to
        annuity contract owners....  $3,136,874   3,319,566   1,123,048  4,580,600   1,015,720    4,762,240   4,578,279
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
<CAPTION>
      CONTRACT OWNERS' EQUITY
- -----------------------------------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>
Contracts in accumulation period,
  accumulation units outstanding of
  1,534,005 for Growth; 1,525,791
  for Bond; 726,235 for Money
  Market; 1,871,136 for Asset
  Allocation; 485,533 for Mortgage
  Securities; 2,056,365 for Index
  500 and 1,869,447 for Capital
  Appreciation.....................  $3,086,691   3,231,672   1,123,048  4,211,826   1,015,720    4,762,240   4,523,863
Contracts in annuity payment period
  (note 2).........................      50,183      87,894      --        368,774      --           --          54,416
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
      Total contract owners'
        equity.....................  $3,136,874   3,319,566   1,123,048  4,580,600   1,015,720    4,762,240   4,578,279
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
NET ASSET VALUE PER ACCUMULATION
  UNIT.............................  $    2.012       2.118       1.546      2.251       2.091        2.316       2.420
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
                                     ----------  ----------  ----------  ----------  ----------  ----------  ------------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                  SEGREGATED SUB-ACCOUNTS
                                     ---------------------------------------------------------------------------------
                                                                MATURING    MATURING    MATURING    MATURING
                                     INTERNATIONAL    SMALL    GOVERNMENT  GOVERNMENT  GOVERNMENT  GOVERNMENT   VALUE
              ASSETS                     STOCK       COMPANY   BOND 1998   BOND 2002   BOND 2006   BOND 2010    STOCK
- -----------------------------------  -------------  ---------  ----------  ----------  ----------  ----------  -------
<S>                                  <C>            <C>        <C>         <C>         <C>         <C>         <C>
Investments in shares of MIMLIC
  Series Fund, Inc.:
  International Stock Portfolio,
    2,486,699 shares at net asset
    value of $1.410 per share (cost
    $3,118,518)....................  $  3,507,140      --         --          --          --          --         --
  Small Company Portfolio,
    1,589,017 shares at net asset
    value of $1.602 per share (cost
    $1,966,003)....................       --        2,546,310     --          --          --          --         --
  Maturing Government Bond 1998
    Portfolio, 1,265,261 shares at
    net asset value of $1.038 per
    share (cost $1,251,927)........       --           --      1,313,077      --          --          --         --
  Maturing Government Bond 2002
    Portfolio, 136,039 shares at
    net asset value of $1.091 per
    share (cost $135,723)..........       --           --         --        148,366       --          --         --
  Maturing Government Bond 2006
    Portfolio, 138,523 shares at
    net value of $1.174 per share
    (cost $139,519)................       --           --         --          --        162,587       --         --
  Maturing Government Bond 2010
    Portfolio, 129,775 shares at
    net asset value of $1.214 per
    share (cost $134,166)..........       --           --         --          --          --        157,526      --
  Value Stock Portfolio, 455,683
    shares at net asset value of
    $1.312 per share (cost
    $523,060)......................       --           --         --          --          --          --       597,692
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
                                        3,507,140   2,546,310  1,313,077    148,366     162,587     157,526    597,692
Receivable from MIMLIC Series Fund,
  Inc. for investments sold........            23         14          7         120       --        145,350          3
Receivable from Minnesota Mutual
  for contract purchase payments...         6,359      6,410      --          --          2,575      12,500      1,888
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
      Total assets.................     3,513,522   2,552,734  1,313,084    148,486     165,162     315,376    599,583
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
            LIABILITIES
- -----------------------------------
Payable to MIMLIC Series Fund, Inc.
  for investments purchased........         6,359      6,410      --          --          2,575      12,500      1,888
Payable to Minnesota Mutual for
  contract terminations and
  administrative charges...........            23         14          7         120       --        145,350          3
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
      Total liabilities............         6,382      6,424          7         120       2,575     157,850      1,891
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
      Net assets applicable to
        annuity contract owners....  $  3,507,140   2,546,310  1,313,077    148,366     162,587     157,526    597,692
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
 
<CAPTION>
      CONTRACT OWNERS' EQUITY
- -----------------------------------
<S>                                  <C>            <C>        <C>         <C>         <C>         <C>         <C>
Contracts in accumulation period,
  accumulation units outstanding of
  2,254,079 for International
  Stock; 1,581,035 for Small
  Company; 1,146,897 for Maturing
  Government Bond 1998; 121,397 for
  Maturing Government Bond 2002;
  124,592 for Maturing Government
  Bond 2006; 116,635 for Maturing
  Government Bond 2010 and 426,836
  for Value Stock..................  $  3,369,351   2,537,435  1,313,077    148,366     162,587     157,526    597,692
Contracts in annuity payment period
  (note 2).........................       137,789      8,875      --          --          --          --         --
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
      Total contract owners'
        equity.....................  $  3,507,140   2,546,310  1,313,077    148,366     162,587     157,526    597,692
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
NET ASSET VALUE PER ACCUMULATION
  UNIT.............................  $      1.495      1.604      1.145       1.222       1.305       1.351      1.400
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
                                     -------------  ---------  ----------  ----------  ----------  ----------  -------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                               SEGREGATED SUB-ACCOUNTS
                                                    ------------------------------------------------------------------------------
                                                                         MONEY       ASSET      MORTGAGE      INDEX      CAPITAL
                                                     GROWTH     BOND     MARKET   ALLOCATION   SECURITIES      500     APPRECIATION
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
<S>                                                 <C>       <C>       <C>       <C>          <C>          <C>        <C>
Investment income (loss):
  Investment income distributions from underlying
    mutual fund...................................  $ 26,468   107,064    52,432     119,553      61,906       56,552      --
  Administrative charges (note 3).................    (4,359)   (4,463)   (1,487)     (6,410 )    (1,407)      (5,215)     (6,121)
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
    Investment income (loss) -- net...............    22,109   102,601    50,945     113,143      60,499       51,337      (6,121)
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
Realized and unrealized gains on investments --
  net:
  Realized gain distributions from underlying
    mutual fund...................................    99,682     --        --         43,681      --           22,362      97,682
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
  Realized gains (losses) on sales of investments
    (note 4):
    Proceeds from sales...........................   370,143   290,196   759,262   1,456,257      54,236      493,059     341,167
    Cost of investments sold......................  (321,827) (276,448) (759,262) (1,349,143 )   (54,643)    (416,549)   (276,268)
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
                                                      48,316    13,748     --        107,114        (407)      76,510      64,899
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
    Net realized gains (losses) on investments....   147,998    13,748     --        150,795        (407)      98,872     162,581
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
Net change in unrealized appreciation or
  depreciation of investments.....................   442,943   411,356     --        687,470      92,153      910,196     638,928
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
    Net gains on investments......................   590,941   425,104     --        838,265      91,746    1,009,068     801,509
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
Net increase in net assets resulting from
  operations......................................  $613,050   527,705    50,945     951,408     152,245    1,060,405     795,388
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
                                                    --------  --------  --------  -----------  ----------   ---------  -----------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                   SEGREGATED SUB-ACCOUNTS
                                     ------------------------------------------------------------------------------------
                                                               MATURING     MATURING     MATURING     MATURING
                                     INTERNATIONAL   SMALL    GOVERNMENT   GOVERNMENT   GOVERNMENT   GOVERNMENT    VALUE
                                        STOCK       COMPANY   BOND 1998    BOND 2002    BOND 2006    BOND 2010     STOCK
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
<S>                                  <C>            <C>       <C>          <C>          <C>          <C>          <C>
Investment income (loss):
  Investment income distributions
    from underlying mutual fund....  $   --           2,872     69,880        9,185        9,028        8,673       4,352
  Administrative charges (note
    3).............................      (4,694)     (2,750 )   (1,829)        (203)        (209)        (286)       (545)
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
    Investment income (loss) --
      net..........................      (4,694)        122     68,051        8,982        8,819        8,387       3,807
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
Realized and unrealized gains on
  investments -- net:
  Realized gain distributions from
    underlying mutual fund.........      --          24,967        277          294        --           --         25,503
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
  Realized gains (losses) on sales
    of investments (note 4):
    Proceeds from sales............     701,851      58,540    151,680        6,083       13,062      278,920      11,118
    Cost of investments sold.......    (672,764)    (48,225 ) (151,983)      (6,066)     (12,357)    (237,230)     (9,692)
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
                                         29,087      10,315       (303)          17          705       41,690       1,426
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
    Net realized gains (losses) on
      investments..................      29,087      35,282        (26)         311          705       41,690      26,929
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
    Net change in unrealized
      appreciation or depreciation
      of investments...............     377,792     476,160    107,303       20,390       31,418       34,589      71,175
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
    Net gains on investments.......     406,879     511,442    107,277       20,701       32,123       76,279      98,104
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
Net increase in net assets
  resulting from operations........  $  402,185     511,564    175,328       29,683       40,942       84,666     101,911
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
                                     ------------   --------  ----------   ----------   ----------   ----------   -------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                      STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                   SEGREGATED SUB-ACCOUNTS
                                     -----------------------------------------------------------------------------------
                                                              MONEY       ASSET       MORTGAGE                 CAPITAL
                                       GROWTH      BOND      MARKET    ALLOCATION    SECURITIES   INDEX 500  APPRECIATION
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
<S>                                  <C>         <C>        <C>        <C>           <C>          <C>        <C>
Operations:
  Investment income (loss) --
    net............................  $   22,109    102,601     50,945     113,143       60,499       51,337      (6,121)
  Net realized gains (losses) on
    investments....................     147,998     13,748     --         150,795         (407)      98,872     162,581
  Net change in unrealized
    appreciation or depreciation of
    investments....................     442,943    411,356     --         687,470       92,153      910,196     638,928
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
Net increase in net assets
  resulting from operations........     613,050    527,705     50,945     951,408      152,245    1,060,405     795,388
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
Contract transactions (notes 2, 3
  and 5):
  Contract purchase payments.......     451,917    427,236    845,844     605,592       68,921    1,908,482     764,766
  Contract terminations and
    withdrawal payments............    (363,401)  (280,227)  (757,775) (1,431,686)     (52,829)    (487,844)   (332,044)
  Actuarial adjustments for
    mortality experience on
    annuities in payment period....          10         24     --              67       --           --              12
  Annuity benefit payments.........      (2,393)    (5,530)    --         (18,228)      --           --          (3,014)
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
Increase (decrease) in net assets
  from contract transactions.......      86,133    141,503     88,069    (844,255)      16,092    1,420,638     429,720
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
Increase in net assets.............     699,183    669,208    139,014     107,153      168,337    2,481,043   1,225,108
Net assets at the beginning of
  year.............................   2,437,691  2,650,358    984,034   4,473,447      847,383    2,281,197   3,353,171
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
Net assets at the end of year......  $3,136,874  3,319,566  1,123,048   4,580,600    1,015,720    4,762,240   4,578,279
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
                                     ----------  ---------  ---------  -----------   ----------   ---------  -----------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                      STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                   SEGREGATED SUB-ACCOUNTS
                                     -----------------------------------------------------------------------------------
                                                                 MATURING    MATURING    MATURING    MATURING
                                     INTERNATIONAL     SMALL     GOVERNMENT  GOVERNMENT  GOVERNMENT  GOVERNMENT   VALUE
                                         STOCK        COMPANY    BOND 1998   BOND 2002   BOND 2006   BOND 2010    STOCK
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
<S>                                  <C>             <C>         <C>         <C>         <C>         <C>         <C>
Operations:
  Investment income (loss) --
    net............................  $    (4,694)         122      68,051       8,982       8,819       8,387      3,807
  Net realized gains (losses) on
    investments....................       29,087       35,282         (26)        311         705      41,690     26,929
  Net change in unrealized
    appreciation or depreciation of
    investments....................      377,792      476,160     107,303      20,390      31,418      34,589     71,175
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
Net increase in net assets
  resulting from operations........      402,185      511,564     175,328      29,683      40,942      84,666    101,911
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
Contract transactions (notes 2, 3
  and 5):
  Contract purchase payments.......      823,154      762,194     415,821       6,496      16,567     148,821    313,145
  Contract terminations and
    withdrawal payments............     (689,847)     (55,223)   (149,851)     (5,880)    (12,853)   (278,634)   (10,573)
  Actuarial adjustments for
    mortality experience on
    annuities in payment period....           77           (1)      --          --          --          --         --
  Annuity benefit payments.........       (7,387)        (566)      --          --          --          --         --
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
Increase (decrease) in net assets
  from contract transactions.......      125,997      706,404     265,970         616       3,714    (129,813)   302,572
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
Increase (decrease) in net
  assets...........................      528,182     1,217,968    441,298      30,299      44,656     (45,147)   404,483
Net assets at the beginning of
  year.............................    2,978,958     1,328,342    871,779     118,067     117,931     202,673    193,209
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
Net assets at the end of year......  $ 3,507,140     2,546,310   1,313,077    148,366     162,587     157,526    597,692
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
                                     -------------   ---------   ---------   ---------   ---------   ---------   -------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                STATEMENTS OF CHANGES IN NET ASSETS -- CONTINUED
                          YEAR ENDED DECEMBER 31, 1994
 
<TABLE>
<CAPTION>
                                                                   SEGREGATED SUB-ACCOUNTS
                                     ------------------------------------------------------------------------------------
                                                              MONEY        ASSET       MORTGAGE                 CAPITAL
                                       GROWTH      BOND       MARKET    ALLOCATION    SECURITIES   INDEX 500  APPRECIATION
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
<S>                                  <C>         <C>        <C>         <C>           <C>          <C>        <C>
Operations:
  Investment income (loss) --
    net............................  $   15,754    102,932      32,903      93,762       44,665       30,310      (2,287)
  Net realized gains on
    investments....................      70,154     74,723      --          54,988       21,291       45,880      79,339
  Net change in unrealized
    appreciation or depreciation of
    investments....................     (67,750)  (301,552)     --        (232,592)    (102,834)     (55,785)     10,151
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
Net increase (decrease) in net
  assets resulting from
  operations.......................      18,158   (123,897)     32,903     (83,842)     (36,878)      20,405      87,203
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
Contract transactions (notes 2, 3
  and 5):
  Contract purchase payments.......   1,106,378    501,590   1,246,978   1,393,780      272,493      592,665   1,469,040
  Contract terminations and
    withdrawal payments............    (531,499)  (426,375) (1,371,738) (1,690,288)    (551,700)    (359,066)   (506,604)
  Actuarial adjustments for
    mortality experience on
    annuities in payment period....        (525)       (23)     --          (2,732)      --           --            (546)
  Annuity benefit payments.........        (174)    (1,193)     --          (1,824)      --           --          (3,120)
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
Increase (decrease) in net assets
  from contract transactions.......     574,180     73,999    (124,760)   (301,064)    (279,207)     233,599     958,770
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
Increase (decrease) in net
  assets...........................     592,338    (49,898)    (91,857)   (384,906)    (316,085)     254,004   1,045,973
Net assets at the beginning of
  year.............................   1,845,353  2,700,256   1,075,891   4,858,353    1,163,468    2,027,193   2,307,198
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
Net assets at the end of year......  $2,437,691  2,650,358     984,034   4,473,447      847,383    2,281,197   3,353,171
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
                                     ----------  ---------  ----------  -----------   ----------   ---------  -----------
</TABLE>
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
                STATEMENTS OF CHANGES IN NET ASSETS -- CONTINUED
                         YEAR ENDED DECEMBER 31, 1994*
 
<TABLE>
<CAPTION>
                                                                  SEGREGATED SUB-ACCOUNTS
                                     ----------------------------------------------------------------------------------
                                                                MATURING    MATURING    MATURING    MATURING
                                     INTERNATIONAL    SMALL     GOVERNMENT  GOVERNMENT  GOVERNMENT  GOVERNMENT   VALUE
                                        STOCK        COMPANY    BOND 1998   BOND 2002   BOND 2006   BOND 2010    STOCK
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
<S>                                  <C>            <C>         <C>         <C>         <C>         <C>         <C>
Operations:
  Investment income -- net           $    54,682         401      38,362       5,667       5,763      10,298      1,429
  Net realized gains (losses) on
    investments....................      194,940       4,325      (1,060)         (3)         (4)         (6)     1,323
  Net change in unrealized
    appreciation or depreciation of
    investments....................     (285,094)     69,435     (46,153)     (7,747)     (8,350)    (11,229)     3,457
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
Net increase (decrease) in net
  assets resulting from
  operations.......................      (35,472)     74,161      (8,851)     (2,083)     (2,591)       (937)     6,209
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
Contract transactions (notes 2, 3
  and 5):
  Contract purchase payments.......    2,400,734     984,059     977,918     120,150     120,522     203,610    201,605
  Contract terminations and
    withdrawal payments............   (1,133,254)   (174,425)    (97,288)      --          --          --       (14,605)
  Actuarial adjustments for
    mortality experience on
    annuities in payment period....       (1,326)      --          --          --          --          --         --
  Annuity benefit payments.........       (4,477)      --          --          --          --          --         --
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
Increase in net assets from
  contract transactions............    1,261,677     809,634     880,630     120,150     120,522     203,610    187,000
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
Increase in net assets.............    1,226,205     883,795     871,779     118,067     117,931     202,673    193,209
Net assets at the beginning of
  period...........................    1,752,753     444,547       --          --          --          --         --
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
Net assets at the end of period      $ 2,978,958    1,328,342    871,779     118,067     117,931     202,673    193,209
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
                                     ------------   ---------   ---------   ---------   ---------   ---------   -------
</TABLE>
 
* Period from May 2, 1994, commencement of operations, to December 31, 1994  for
  Maturing  Government  Bond  1998,  Maturing  Government  Bond  2002,  Maturing
  Government Bond 2006, Maturing Government Bond 2010 and Value Stock Segregated
  Sub-Accounts.
 
See accompanying notes to financial statements.
<PAGE>
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
                         NOTES TO FINANCIAL STATEMENTS
 
(1) ORGANIZATION AND BASIS FOR PRESENTATION
  Minnesota  Mutual Variable  Annuity Account  (the Account)  was established on
September 10, 1984 as  a segregated asset account  of The Minnesota Mutual  Life
Insurance  Company (Minnesota Mutual) under Minnesota law and is registered as a
unit investment trust  under the Investment  Company Act of  1940 (as  amended).
There  are  currently three  classes of  contracts  each consisting  of fourteen
segregated sub-accounts.  The financial  statements presented  include only  the
segregated  sub-accounts for the  class of contracts offered  to the faculty and
employees of the University of  Minnesota, officers, directors and employees  of
Minnesota Mutual, other groups with sales arrangements with Minnesota Mutual for
the purchase of annuity contracts and individuals purchasing one or more annuity
contract with aggregated purchase payments totalling $500,000 or more. On May 2,
1994,  five additional  segregated sub-accounts, Maturing  Government Bond 1998,
Maturing  Government  Bond  2002,   Maturing  Government  Bond  2006,   Maturing
Government Bond 2010 and Value Stock, were added to this class of contract.
  The  assets of each segregated sub-account  are held for the exclusive benefit
of the variable annuity contract owners and are not chargeable with  liabilities
arising  out of  the business  conducted by  any other  account or  by Minnesota
Mutual. Contract owners allocate their variable annuity purchase payments to one
or more of the fourteen segregated sub-accounts. Such payments are then invested
in shares of MIMLIC Series Fund,  Inc. (the Fund) organized by Minnesota  Mutual
as  the investment vehicle for its  variable annuity contracts and variable life
policies. The Fund is  registered under the Investment  Company Act of 1940  (as
amended)  as  a diversified,  open-end  management investment  company. Payments
allocated  to  the  Growth,  Bond,  Money  Market,  Asset  Allocation,  Mortgage
Securities, Index 500, Capital Appreciation, International Stock, Small Company,
Maturing   Government  Bond  1998,  Maturing   Government  Bond  2002,  Maturing
Government Bond 2006, Maturing Government  Bond 2010 and Value Stock  segregated
sub-accounts  are invested  in shares of  the Growth, Bond,  Money Market, Asset
Allocation, Mortgage Securities, Index 500, Capital Appreciation,  International
Stock,  Small Company, Maturing  Government Bond 1998,  Maturing Government Bond
2002, Maturing Government  Bond 2006,  Maturing Government Bond  2010 and  Value
Stock Portfolios of the Fund, respectively.
  MIMLIC Sales Corporation acts as the underwriter for the Account. MIMLIC Asset
Management  Company acts  as the investment  adviser for the  Fund. MIMLIC Sales
Corporation is a  wholly-owned subsidiary  of MIMLIC  Asset Management  Company.
MIMLIC  Asset  Management  Company  is a  wholly-owned  subsidiary  of Minnesota
Mutual.
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
USE OF ESTIMATES
  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 increase  and decrease  in net  assets from operations
during the period. Actual results could differ from those estimates.
 
INVESTMENTS IN MIMLIC SERIES FUND, INC.
  Investments in shares of the Fund portfolios are stated at market value  which
is  the net asset  value per share  as determined daily  by the Fund. Investment
transactions are accounted for on the date the shares are purchased or sold. The
cost of investments sold is determined on the average cost method. All  dividend
distributions  received from the Fund are reinvested in additional shares of the
Fund and are recorded by the sub-accounts on the ex-dividend date.
 
FEDERAL INCOME TAXES
  The Account is  treated as  part of Minnesota  Mutual for  federal income  tax
purposes.  Under current interpretations of existing  federal income tax law, no
income taxes  are payable  on investment  income or  capital gain  distributions
received by the Account from the Fund.
 
CONTRACTS IN ANNUITY PAYMENT PERIOD
  Annuity reserves are computed for currently payable contracts according to the
Progressive  Annuity  Mortality Table,  using an  assumed  interest rate  of 3.5
percent. Charges  to  annuity  reserves  for  mortality  and  risk  expense  are
reimbursed to Minnesota Mutual if the reserves required are less than originally
estimated.  If additional reserves are required, Minnesota Mutual reimburses the
Account.
 
(3) ADMINISTRATIVE AND PREMIUM TAX CHARGES
  The administrative charge  paid to  Minnesota Mutual  is equal,  on an  annual
basis,  to .15% of  the average daily  net assets of  the Account. Under certain
conditions, the charge may  be increased to  not more than  .35% of the  average
daily net assets of the Account.
<PAGE>
                                       2
 
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
(3) ADMINISTRATIVE AND PREMIUM TAX CHARGES (CONTINUED)
  Premium taxes may be deducted from purchase payments or at the commencement of
annuity payments. Currently such taxes range from .5 to 2.5 percent depending on
the  applicable state law. No premium taxes were deducted from purchase payments
for the years ended December 31, 1995 and 1994.
 
(4) INVESTMENT TRANSACTIONS
  The Account's purchases  of Fund  shares, including  reinvestment of  dividend
distributions, were as follows during the year ended December 31, 1995:
 
<TABLE>
<S>                                                                             <C>
Growth Portfolio..............................................................  $  578,067
Bond Portfolio................................................................     534,300
Money Market Portfolio........................................................     898,106
Asset Allocation Portfolio....................................................     768,826
Mortgage Securities Portfolio.................................................     130,827
Index 500 Portfolio...........................................................   1,987,396
Capital Appreciation Portfolio................................................     862,448
International Stock Portfolio.................................................     823,154
Small Company Portfolio.......................................................     790,033
Maturing Government Bond 1998 Portfolio.......................................     485,978
Maturing Government Bond 2002 Portfolio.......................................      15,975
Maturing Government Bond 2006 Portfolio.......................................      25,595
Maturing Government Bond 2010 Portfolio.......................................     157,494
Value Stock Portfolio.........................................................     343,000
</TABLE>
 
(5) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS
  Transactions  in units  for each  segregated sub-account  for the  years ended
December 31, 1995 and 1994 (the year ended December 31, 1995 and the period from
May 2, 1994 to December 31, 1994 for the Maturing Government Bond 1998, Maturing
Government Bond 2002,  Maturing Government Bond  2006, Maturing Government  Bond
2010 and Value Stock segregated sub-accounts) were as follows:
 
<TABLE>
<CAPTION>
                                                                                  SEGREGATED SUB-ACCOUNTS
                                                                    ---------------------------------------------------
                                                                                                 MONEY        ASSET
                                                                      GROWTH        BOND        MARKET      ALLOCATION
                                                                    -----------  -----------  -----------  ------------
<S>                                                                 <C>          <C>          <C>          <C>
Units outstanding at December 31, 1993............................    1,145,632    1,452,616      758,519     2,610,010
Contract purchase payments........................................      689,767      280,004      866,591       773,171
Deductions for contract terminations..............................     (358,281)    (252,223)    (955,185)   (1,075,209)
                                                                    -----------  -----------  -----------  ------------
Units outstanding at December 31, 1994............................    1,477,118    1,480,397      669,925     2,307,972
Contract purchase payments........................................      250,759      187,577      559,670       294,811
Deductions for contract terminations..............................     (193,872)    (142,183)    (503,360)     (731,647)
                                                                    -----------  -----------  -----------  ------------
Units outstanding at December 31, 1995............................    1,534,005    1,525,791      726,235     1,871,136
                                                                    -----------  -----------  -----------  ------------
                                                                    -----------  -----------  -----------  ------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                         SEGREGATED SUB-ACCOUNTS
                                                  ---------------------------------------------------------------------
                                                   MORTGAGE       INDEX        CAPITAL      INTERNATIONAL      SMALL
                                                  SECURITIES       500       APPRECIATION       STOCK         COMPANY
                                                  -----------  -----------  --------------  --------------  -----------
<S>                                               <C>          <C>          <C>             <C>             <C>
Units outstanding at December 31,
  1993..........................................     632,499     1,208,415      1,193,412       1,330,940       387,337
Contract purchase payments......................     149,703       351,465        750,421       1,780,194       857,454
Deductions for contract terminations............    (304,835)     (214,035)      (284,316)       (957,287)     (152,939)
                                                  -----------  -----------  --------------  --------------  -----------
Units outstanding at December 31,
  1994..........................................     477,367     1,345,845      1,659,517       2,153,847     1,091,852
Contract purchase payments......................      35,102       962,320        339,944         583,190       528,059
Deductions for contract terminations............     (26,936)     (251,800)      (130,014)       (482,958)      (38,876)
                                                  -----------  -----------  --------------  --------------  -----------
Units outstanding at December 31,
  1995..........................................     485,533     2,056,365      1,869,447       2,254,079     1,581,035
                                                  -----------  -----------  --------------  --------------  -----------
                                                  -----------  -----------  --------------  --------------  -----------
</TABLE>
 
<PAGE>
                                       3
 
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
(5) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                        SEGREGATED SUB-ACCOUNTS
                                                 ----------------------------------------------------------------------
                                                   MATURING       MATURING       MATURING       MATURING
                                                  GOVERNMENT     GOVERNMENT     GOVERNMENT     GOVERNMENT      VALUE
                                                   BOND 1998      BOND 2002      BOND 2006      BOND 2010      STOCK
                                                 -------------  -------------  -------------  -------------  ----------
<S>                                              <C>            <C>            <C>            <C>            <C>
Units outstanding at December 31,
 1993..........................................       --             --             --             --            --
Contract purchase payments.....................       980,326        120,595        121,565        211,596      196,923
Deductions for contract terminations...........       (98,384)       --             --             --           (13,743)
                                                 -------------  -------------  -------------  -------------  ----------
Units outstanding at December 31,
 1994..........................................       881,942        120,595        121,565        211,596      183,180
Contract purchase payments.....................       410,548          6,445         14,754        131,823      252,014
Deductions for contract terminations...........      (145,593)        (5,643)       (11,727)      (226,784)      (8,358)
                                                 -------------  -------------  -------------  -------------  ----------
Units outstanding at December 31,
 1995..........................................     1,146,897        121,397        124,592        116,635      426,836
                                                 -------------  -------------  -------------  -------------  ----------
                                                 -------------  -------------  -------------  -------------  ----------
</TABLE>
 
(6) FINANCIAL HIGHLIGHTS
  The  following tables for each segregated sub-account show certain data for an
accumulation unit outstanding during the periods indicated:
 
GROWTH
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                1995    1994   1993   1992   1991
                                               -------  -----  -----  -----  -----
<S>                                            <C>      <C>    <C>    <C>    <C>
Unit value, beginning of year................  $ 1.622  1.611  1.542  1.473  1.100
                                               -------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............     .014   .011   .017   .019  (.002)
  Net gains or losses on securities (both
    realized and unrealized).................     .376   --     .052   .050   .375
                                               -------  -----  -----  -----  -----
    Total from investment operations.........     .390   .011   .069   .069   .373
                                               -------  -----  -----  -----  -----
Unit value, end of year......................  $ 2.012  1.622  1.611  1.542  1.473
                                               -------  -----  -----  -----  -----
                                               -------  -----  -----  -----  -----
</TABLE>
 
BOND
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                1995    1994   1993   1992   1991
                                               -------  -----  -----  -----  -----
<S>                                            <C>      <C>    <C>    <C>    <C>
Unit value, beginning of year................  $ 1.772  1.859  1.688  1.585  1.350
                                               -------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............     .069   .073   .071   .076  (.002)
  Net gains or losses on securities (both
    realized and unrealized).................     .277  (.160)  .100   .027   .237
                                               -------  -----  -----  -----  -----
    Total from investment operations.........     .346  (.087)  .171   .103   .235
                                               -------  -----  -----  -----  -----
Unit value, end of year......................  $ 2.118  1.772  1.859  1.688  1.585
                                               -------  -----  -----  -----  -----
                                               -------  -----  -----  -----  -----
</TABLE>
 
MONEY MARKET
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                1995    1994   1993   1992   1991
                                               -------  -----  -----  -----  -----
<S>                                            <C>      <C>    <C>    <C>    <C>
Unit value, beginning of year................  $ 1.469  1.418  1.383  1.342  1.275
                                               -------  -----  -----  -----  -----
Income from investment operations:
  Net investment income......................     .077   .051   .035   .041   .067
                                               -------  -----  -----  -----  -----
    Total from investment operations.........     .077   .051   .035   .041   .067
                                               -------  -----  -----  -----  -----
Unit value, end of year......................  $ 1.546  1.469  1.418  1.383  1.342
                                               -------  -----  -----  -----  -----
                                               -------  -----  -----  -----  -----
</TABLE>
 
<PAGE>
                                       4
 
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
(6) FINANCIAL HIGHLIGHTS (CONTINUED)
ASSET ALLOCATION
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                1995    1994   1993   1992   1991
                                               -------  -----  -----  -----  -----
<S>                                            <C>      <C>    <C>    <C>    <C>
Unit value, beginning of year................  $ 1.803  1.831  1.723  1.609  1.250
                                               -------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............     .058   .036   .032   .029  (.002)
  Net gains or losses on securities (both
    realized and unrealized).................     .390  (.064)  .076   .085   .361
                                               -------  -----  -----  -----  -----
    Total from investment operations.........     .448  (.028)  .108   .114   .359
                                               -------  -----  -----  -----  -----
Unit value, end of year......................  $ 2.251  1.803  1.831  1.723  1.609
                                               -------  -----  -----  -----  -----
                                               -------  -----  -----  -----  -----
</TABLE>
 
MORTGAGE SECURITIES
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                               ----------------------------------
                                                1995   1994   1993   1992   1991
                                               ------  -----  -----  -----  -----
<S>                                            <C>     <C>    <C>    <C>    <C>
Unit value, beginning of year................  $1.775  1.839  1.686  1.588  1.368
                                               ------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............    .126   .083   .078   .073  (.002)
  Net gains or losses on securities (both
    realized and unrealized).................    .190  (.147)  .075   .025   .222
                                               ------  -----  -----  -----  -----
    Total from investment operations.........    .316  (.064)  .153   .098   .220
                                               ------  -----  -----  -----  -----
Unit value, end of year......................  $2.091  1.775  1.839  1.686  1.588
                                               ------  -----  -----  -----  -----
                                               ------  -----  -----  -----  -----
</TABLE>
 
INDEX 500
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                               ----------------------------------
                                                1995   1994   1993   1992   1991
                                               ------  -----  -----  -----  -----
<S>                                            <C>     <C>    <C>    <C>    <C>
Unit value, beginning of year................  $1.695  1.678  1.531  1.428  1.102
                                               ------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............    .030   .024   .023   .029  (.002)
  Net gains or losses on securities (both
    realized and unrealized).................    .591  (.007)  .124   .074   .328
                                               ------  -----  -----  -----  -----
    Total from investment operations.........    .621   .017   .147   .103   .326
                                               ------  -----  -----  -----  -----
Unit value, end of year......................  $2.316  1.695  1.678  1.531  1.428
                                               ------  -----  -----  -----  -----
                                               ------  -----  -----  -----  -----
</TABLE>
 
CAPITAL APPRECIATION
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                               ----------------------------------
                                                1995   1994   1993   1992   1991
                                               ------  -----  -----  -----  -----
<S>                                            <C>     <C>    <C>    <C>    <C>
Unit value, beginning of year................  $1.974  1.933  1.754  1.672  1.182
                                               ------  -----  -----  -----  -----
Income from investment operations:
  Net investment income (loss)...............   (.003) (.002)  .002   .005   .001
  Net gains or losses on securities (both
    realized and unrealized).................    .449   .043   .177   .077   .489
                                               ------  -----  -----  -----  -----
    Total from investment operations.........    .446   .041   .179   .082   .490
                                               ------  -----  -----  -----  -----
Unit value, end of year......................  $2.420  1.974  1.933  1.754  1.672
                                               ------  -----  -----  -----  -----
                                               ------  -----  -----  -----  -----
</TABLE>
 
<PAGE>
                                       5
 
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
(6) FINANCIAL HIGHLIGHTS (CONTINUED)
INTERNATIONAL STOCK
 
<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER     PERIOD FROM
                                                       31,             MAY 1, 1992*
                                               --------------------  TO DECEMBER 31,
                                                1995   1994   1993         1992
                                               ------  -----  -----  ----------------
<S>                                            <C>     <C>    <C>    <C>
Unit value, beginning of period..............  $1.311  1.317   .915       1.000
                                               ------  -----  -----       -----
Income from investment operations:
  Net investment income (loss)...............   (.002)  .028   .009        .014
  Net gains or losses on securities (both
    realized and unrealized).................    .186  (.034)  .393       (.099)
                                               ------  -----  -----       -----
    Total from investment operations.........    .184  (.006)  .402       (.085)
                                               ------  -----  -----       -----
Unit value, end of period....................  $1.495  1.311  1.317        .915
                                               ------  -----  -----       -----
                                               ------  -----  -----       -----
</TABLE>
 
SMALL COMPANY
 
<TABLE>
<CAPTION>
                                                YEAR ENDED
                                               DECEMBER 31,     MAY 3, 1993*
                                               -------------  TO DECEMBER 31,
                                                1995   1994         1993
                                               ------  -----  ----------------
<S>                                            <C>     <C>    <C>
Unit value, beginning of period..............  $1.217  1.148       1.000
                                               ------  -----       -----
Income from investment operations:
  Net investment income (loss)...............    --     --         (.001)
  Net gains or losses on securities (both
    realized and unrealized).................    .387   .069        .149
                                               ------  -----       -----
    Total from investment operations.........    .387   .069        .148
                                               ------  -----       -----
Unit value, end of period....................  $1.604  1.217       1.148
                                               ------  -----       -----
                                               ------  -----       -----
</TABLE>
 
MATURING GOVERNMENT BOND 1998
 
<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                     YEAR ENDED      MAY 2, 1994*
                                                    DECEMBER 31,   TO DECEMBER 31,
                                                        1995             1994
                                                    ------------   ----------------
<S>                                                 <C>            <C>
Unit value, beginning of period...................  $   .988            1.000
                                                    ------------        -----
Income from investment operations:
  Net investment income...........................      .060             .067
  Net gains or losses on securities (both realized
    and unrealized)...............................      .097            (.079)
                                                    ------------        -----
    Total from investment operations..............      .157            (.012)
                                                    ------------        -----
Unit value, end of period.........................  $  1.145             .988
                                                    ------------        -----
                                                    ------------        -----
</TABLE>
 
MATURING GOVERNMENT BOND 2002
 
<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                     YEAR ENDED      MAY 2, 1994*
                                                    DECEMBER 31,   TO DECEMBER 31,
                                                        1995             1994
                                                    ------------   ----------------
<S>                                                 <C>            <C>
Unit value, beginning of period...................  $   .979            1.000
                                                    ------------        -----
Income from investment operations:
  Net investment income...........................      .073             .053
  Net gains or losses on securities (both realized
    and unrealized)...............................      .170            (.074)
                                                    ------------        -----
    Total from investment operations..............      .243            (.021)
                                                    ------------        -----
Unit value, end of period.........................  $  1.222             .979
                                                    ------------        -----
                                                    ------------        -----
</TABLE>
 
<PAGE>
                                       6
 
                   MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
 
(6) FINANCIAL HIGHLIGHTS (CONTINUED)
MATURING GOVERNMENT BOND 2006
 
<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                     YEAR ENDED      MAY 2, 1994*
                                                    DECEMBER 31,   TO DECEMBER 31,
                                                        1995             1994
                                                    ------------   ----------------
<S>                                                 <C>            <C>
Unit value, beginning of period...................  $   .970            1.000
                                                    ------------        -----
Income from investment operations:
  Net investment income...........................      .072             .054
  Net gains or losses on securities (both realized
    and unrealized)...............................      .263            (.084)
                                                    ------------        -----
    Total from investment operations..............      .335            (.030)
                                                    ------------        -----
Unit value, end of period.........................  $  1.305             .970
                                                    ------------        -----
                                                    ------------        -----
</TABLE>
 
MATURING GOVERNMENT BOND 2010
 
<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                     YEAR ENDED      MAY 2, 1994*
                                                    DECEMBER 31,   TO DECEMBER 31,
                                                        1995             1994
                                                    ------------   ----------------
<S>                                                 <C>            <C>
Unit value, beginning of period...................  $   .958            1.000
                                                    ------------        -----
Income from investment operations:
  Net investment income...........................      .049             .089
  Net gains or losses on securities (both realized
    and unrealized)...............................      .344            (.131)
                                                    ------------        -----
    Total from investment operations..............      .393            (.042)
                                                    ------------        -----
Unit value, end of period.........................  $  1.351             .958
                                                    ------------        -----
                                                    ------------        -----
</TABLE>
 
VALUE STOCK
 
<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                     YEAR ENDED      MAY 2, 1994*
                                                    DECEMBER 31,   TO DECEMBER 31,
                                                        1995             1994
                                                    ------------   ----------------
<S>                                                 <C>            <C>
Unit value, beginning of period...................  $  1.055            1.000
                                                    ------------        -----
Income from investment operations:
  Net investment income...........................      .013             .012
  Net gains or losses on securities (both realized
    and unrealized)...............................      .332             .043
                                                    ------------        -----
    Total from investment operations..............      .345             .055
                                                    ------------        -----
Unit value, end of period.........................  $  1.400            1.055
                                                    ------------        -----
                                                    ------------        -----
</TABLE>
 
* Commencement of the segregated sub-account's operations.

<PAGE>
 
 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                  THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Independent Auditors' Report...............................................   1
Balance Sheets.............................................................   2
Statements of Operations and Policyowners' Surplus.........................   3
Statements of Cash Flows...................................................   4
Notes to Financial Statements..............................................   5
Financial Statement Schedules:
  I. Summary of Investments--Other than Investments in Related Parties.....  15
  V. Supplementary Insurance Information...................................  16
  VI. Reinsurance..........................................................  17
</TABLE>
 
I
<PAGE>
 
                                             INDEPENDENT AUDITORS' REPORT
The Board of Trustees
The Minnesota Mutual Life Insurance Company:
 
  We have audited the accompanying balance sheets of The Minnesota Mutual Life
Insurance Company as of December 31, 1995 and 1994 and the related statements
of operations and policyowners' surplus and cash flows for each of the years in
the three-year period ended December 31, 1995. In connection with our audits of
the financial statements, we also have audited the financial statement
schedules as listed in the accompanying index. These financial statements and
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules 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 The Minnesota Mutual Life
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles (notes 2 and 11). Also in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
 
                                     KPMG Peat Marwick LLP
 
Minneapolis, Minnesota
February 7, 1996
 
                                                                               1
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
BALANCE SHEETS
 
DECEMBER 31, 1995 AND 1994
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                      1995        1994
                                                   ----------- ----------
                                                       (IN THOUSANDS)
<S>                                                <C>         <C>
Bonds                                              $ 5,488,876 $5,134,554
Common stocks                                          279,353    209,958
Mortgage loans                                         754,501    598,186
Real estate, including Home Office property             76,639     76,346
Other invested assets                                   90,264     60,604
Policy loans                                           197,555    185,599
Investments in subsidiary companies                    197,413    155,404
Cash and short-term securities                          99,031    112,869
Premiums deferred and uncollected                      116,878    125,422
Other assets                                           147,155    134,594
                                                   ----------- ----------
   Total assets, excluding separate accounts         7,447,665  6,793,536
Separate account assets                              2,609,396  1,750,680
                                                   ----------- ----------
    Total assets                                   $10,057,061 $8,544,216
                                                   =========== ==========
 
                     LIABILITIES AND POLICYOWNERS' SURPLUS
 
Liabilities:
  Policy reserves:
   Life insurance                                  $ 2,129,336 $1,981,469
   Annuities and other fund deposits                 3,322,866  3,179,279
   Accident and health                                 369,273    343,241
  Policy claims in process of settlement                50,512     53,670
  Dividends payable to policyowners                    107,366    100,287
  Other policy liabilities                             403,683    388,538
  Asset valuation reserve                              201,721    165,341
  Interest maintenance reserve                          32,899     19,922
  Federal income taxes                                  40,195     35,050
  Other liabilities                                    237,434    186,575
                                                   ----------- ----------
    Total liabilities, excluding separate accounts   6,895,285  6,453,372
  Separate account liabilities                       2,560,211  1,708,529
                                                   ----------- ----------
    Total liabilities                                9,455,496  8,161,901
Policyowners' surplus
  Surplus notes                                        124,967         --
  Unassigned funds                                     476,598    382,315
                                                   ----------- ----------
   Total policyowners' surplus                         601,565    382,315
    Total liabilities and policyowners' surplus    $10,057,061 $8,544,216
                                                   =========== ==========
</TABLE>
 
                See accompanying notes to financial statements.
 
2
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
STATEMENTS OF OPERATIONS AND POLICYOWNERS' SURPLUS
 
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                               1995        1994        1993
                                            ----------  ----------  ----------
                                                     (IN THOUSANDS)
<S>                                         <C>         <C>         <C>
Revenues:
  Premiums, annuity considerations and fund
   deposits                                 $1,473,666  $1,424,352  $1,289,954
  Net investment income                        524,671     488,813     493,011
                                            ----------  ----------  ----------
   Total revenues                            1,998,337   1,913,165   1,782,965
                                            ----------  ----------  ----------
Benefits and expenses:
  Policyowner benefits                       1,138,723   1,259,685   1,131,638
  Increase in policy reserves                  260,482      94,116     122,280
  General insurance expenses and taxes         299,348     279,022     268,041
  Commissions                                   78,642      75,443      70,899
  Federal income taxes                          46,135      49,626      36,656
                                            ----------  ----------  ----------
   Total benefits and expenses               1,823,330   1,757,892   1,629,514
                                            ----------  ----------  ----------
   Gain from operations before net realized
    capital gains and dividends                175,007     155,273     153,451
  Realized capital gains, net of tax            29,358      18,559       2,907
                                            ----------  ----------  ----------
   Gain from operations before dividends       204,365     173,832     156,358
Dividends to policyowners                      115,659     108,709      97,937
                                            ----------  ----------  ----------
   Net income                               $   88,706  $   65,123  $   58,421
                                            ==========  ==========  ==========
 
                      STATEMENTS OF POLICYOWNERS' SURPLUS
 
Policyowners' surplus, beginning of year    $  382,315  $  347,900  $  264,542
  Surplus notes                                124,967          --          --
  Net income                                    88,706      65,123      58,421
  Net change in unrealized capital gains
   and losses                                   49,761        (317)      3,286
  Change in asset valuation reserve            (36,380)    (29,405)    (17,002)
  Change in policy reserve bases               (10,828)      1,463          --
  Change in separate account surplus             7,579      (3,764)      5,623
  Guaranty fund certificate redemption              --          --      19,171
  Business combination                              --          --      16,684
  Other, net                                    (4,555)      1,315      (2,825)
                                            ----------  ----------  ----------
Policyowners' surplus, end of year          $  601,565  $  382,315  $  347,900
                                            ==========  ==========  ==========
</TABLE>
 
 
                See accompanying notes to financial statements.
 
                                                                               3
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
 
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
 
<TABLE>
<CAPTION>
CASH PROVIDED:                                   1995        1994       1993
- --------------                                ----------  ---------- ----------
                                                       (IN THOUSANDS)
<S>                                           <C>         <C>        <C>
From operations:
 Revenues:
  Premiums, annuity considerations and fund
   deposits                                   $1,480,303  $1,474,471 $1,252,183
  Net investment income                          496,421     468,927    473,487
                                              ----------  ---------- ----------
   Total receipts                              1,976,724   1,943,398  1,725,670
                                              ----------  ---------- ----------
 Benefits and expenses paid:
  Policyowner benefits                         1,139,133   1,301,060  1,069,090
  Dividends to policyowners                      109,249     103,634     97,697
  Commissions and expenses                       392,337     360,150    348,397
  Federal income taxes                            61,245      40,482     50,994
                                              ----------  ---------- ----------
   Total payments                              1,701,964   1,805,326  1,566,178
                                              ----------  ---------- ----------
    Cash provided from operations                274,760     138,072    159,492
Proceeds from investments sold, matured or
 repaid:
 Bonds                                         1,713,579   1,031,279  1,631,215
 Common stocks                                   205,757     113,228    113,945
 Mortgage loans                                  112,954     152,418    265,356
 Real estate                                      15,948      17,571     10,100
 Other invested assets                            10,618      16,831     17,266
Surplus notes                                    124,967          --         --
Separate account redemption                        2,041      14,519         --
Business combination                                  --          --     24,628
Other sources, net                                77,772      58,072     53,531
                                              ----------  ---------- ----------
    Total cash provided                        2,538,396   1,541,990  2,275,533
                                              ----------  ---------- ----------
<CAPTION>
CASH APPLIED:
- -------------
<S>                                           <C>         <C>        <C>
Cost of investments acquired:
 Bonds                                         2,026,116   1,146,117  1,966,653
 Common stocks                                   222,491     132,301    123,185
 Mortgage loans                                  266,401     203,803    109,559
 Real estate                                      16,596      11,904     16,572
 Other invested assets                            20,515      12,732      9,800
 Separate account investment                         115      12,530      3,365
                                              ----------  ---------- ----------
    Total cash applied                         2,552,234   1,519,387  2,229,134
                                              ----------  ---------- ----------
    Net change in cash and short-term securi-
     ties                                        (13,838)     22,603     46,399
Cash and short-term securities, beginning of
 year                                            112,869      90,266     43,867
                                              ----------  ---------- ----------
Cash and short-term securities, end of year   $   99,031  $  112,869 $   90,266
                                              ==========  ========== ==========
</TABLE>
 
                See accompanying notes to financial statements.
 
4
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS
(1)NATURE OF OPERATIONS
 
The Minnesota Mutual Life Insurance Company (the Company), both directly and
through its subsidiaries, provides a diversified array of insurance and
financial products and services designed principally to protect and enhance the
long-term financial well-being of individuals and families.
  The Company's strategy is to be successful in carefully selected niche
markets, primarily in the United States, while focusing on the retention of
existing business and the maintenance of profitability. To achieve this
objective, the Company has divided its businesses into four strategic business
units, which focus on various markets: Individual, Financial Services, Group,
and Pension. Revenues in 1995 for these business units were $1,051,749,000,
$268,004,000, $205,926,000, and $472,658,000, respectively.
  At December 31, 1994 the Company was one of the 15 largest mutual life
insurance companies in the United States, as measured by total assets. The
Company employs over 2,100 persons throughout the United States; in addition,
the Company maintains an independent sales force of approximately 100 general
agents and 1,850 agents. The Company insures or provides other financial
services to nearly seven million people.
 
(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accompanying financial statements of the Company have been prepared in
accordance with accounting practices prescribed or permitted by the Commerce
Department of the State of Minnesota (Department of Commerce), which are
currently considered generally accepted accounting principles for mutual life
insurance companies (note 11). The significant accounting policies follow:
 
Revenues and Expenses
Premiums are credited to revenue over the premium paying period of the
policies. Annuity considerations and fund deposits are recognized as revenue
when received. Expenses, including acquisition costs related to acquiring new
business, are charged to operations as incurred. Investment income is
recognized as earned, net of related investment expenses.
 
Valuation of Investments
Bonds and stocks are valued as prescribed by the National Association of
Insurance Commissioners (NAIC).
  Bonds are generally carried at cost, adjusted for the amortization of
premiums and discounts, and common stocks at market value. Premiums and
discounts are amortized over the estimated lives of the bonds based on the
interest yield method.
  Mortgage loans are generally stated at the outstanding principal balances,
net of unamortized premiums and discounts. Premiums and discounts are amortized
over the terms of the related mortgage loans based on the interest yield
method.
  Real estate, exclusive of properties acquired through foreclosure, is
generally carried at cost less accumulated depreciation of $35,323,535 and
$35,954,239 at December 31, 1995 and 1994, respectively. Depreciation is
computed principally on a straight-line basis. Properties acquired through
foreclosure are carried at the lower of cost or market.
  Policy loans are carried at the unpaid principal balance.
  Investments in subsidiary companies are accounted for using the equity
method. The Company records its equity in the earnings of its subsidiaries as
investment income and its equity in other changes in its subsidiaries' surplus
as credits (charges) to policyowners' surplus. These investments include
$95,373,000 and $74,154,000 at December 31, 1995 and 1994, respectively, of
initial contributions to affiliated registered investment funds managed by a
subsidiary of the Company which are carried at the market value of the
underlying net assets. All significant subsidiaries are wholly-owned.
  Short-term securities at December 31, 1995 and 1994 amounted to $61,561,000
and $103,203,000, respectively, and are included in the caption cash and short-
term securities.
 
                                                                               5
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
  The Asset Valuation Reserve (AVR) is a formula reserve for possible losses
on bonds, stocks, mortgage loans, real estate, and other invested assets.
Changes in the reserve are reflected as direct charges or credits to
policyowners' surplus and are included in the change in asset valuation
reserve line.
 
Interest Maintenance Reserve
The Company separates realized capital gains and losses, net of tax, on fixed
income investments between those due to changes in interest rates and those
due to changes in credit quality. Realized capital gains and losses due to
interest rate changes are transferred to the Interest Maintenance Reserve
(IMR) and amortized into investment income over the original remaining life of
the related bond or mortgage sold.
 
Capital Gains and Losses
Realized capital gains and losses, net of related taxes and amounts
transferred to the IMR, if any, are reflected as a component of net income.
The Company reduces the carrying value of its assets for credit risk and
records a realized capital loss only if the underlying asset has been
converted to another asset of lesser value. Unrealized capital gains and
losses are accounted for as a direct increase or decrease to policyowners'
surplus. Both realized and unrealized capital gains and losses are determined
using the specific identification method.
 
Separate Account Business
Separate account business represents funds administered and invested by the
Company for the exclusive benefit of certain pension and variable life policy
and annuity contract holders. The Company receives administrative and
investment advisory fees for services rendered on behalf of these funds.
Separate account assets are carried at market value.
  The Company periodically invests money in its separate accounts. The
appreciation or depreciation on the investment is reflected as a direct charge
or credit to policyowners' surplus. A realized capital gain of $603,995 and
$3,018,248 was recognized in 1995 and 1994, respectively, on the separate
accounts. No gain was realized in 1993.
 
Policy Reserves
Policy reserves for life insurance and annuities are based on mortality and
interest assumptions without consideration for lapses and withdrawals.
Mortality assumptions for life insurance and annuities are based on various
mortality tables including American Experience, 1941 Commissioners Standard
Ordinary (CSO), 1958 CSO, 1980 CSO, Progressive Annuity and 1960 Commissioners
Standard Group. Interest assumptions range from 2.0% to 6.0% for individual
life insurance policy reserves and from 2.25% to 12.0% for group policy and
annuity reserves.
  Approximately 15% of the individual life and group life reserves are
calculated on a net level reserve basis and 85% on a modified reserve basis.
The use of a modified reserve basis partially offsets the effect of
immediately expensing acquisition costs by providing a policy reserve increase
in the first policy year which is less than the reserve increase in renewal
years.
  Policy reserves for individual deferred annuities are generally equal to the
total contract holders' account balance, less applicable surrender charges,
calculated according to the Commissioners Annuity Reserve Valuation Method.
Policy reserves for immediate annuities and supplementary contracts are equal
to the present value of future benefit payments based on the purchase interest
rate and the Progressive Annuity tables. Group annuity reserves are equal to
the account value plus expected interest strengthening.
  Policy reserves for individual accident and health contracts include
reserves for active lives based on the 1964 Commissioners Disability Table
(CDT) and the 1985 Commissioners Disability Table B (CIDB), modified for
company experience and discounted at various interest rates. Disabled life
reserves on individual policies are equal to the present value of future
benefits using the 1964 CDT and the 1985 CIDB, discounted at various interest
rates. Disabled life reserves for group mortgage disability policies are equal
to the present value of future benefits using the 1964 CDT, modified for
Company experience and discounted at various interest rates.
 
6
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Group employer-employee long term disability reserves are equal to the present
value of future benefits at 3%
interest and the 1964 CDT modified for Company experience. Disabled life
reserves for credit disability are computed using a lag factor method based on
Company experience, discounted at 4% interest.
  The Company issues certain life and annuity products which are considered
financial instruments. The estimated fair value of these liabilities as of the
respective years ended December 31 are as follows:
 
<TABLE>
<CAPTION>
                                         1995                  1994
                                 --------------------- ---------------------
                                  CARRYING              CARRYING
                                   VALUE    FAIR VALUE   VALUE    FAIR VALUE
                                 ---------- ---------- ---------- ----------
                                               (IN THOUSANDS)
<S>                              <C>        <C>        <C>        <C>
Deferred annuities               $2,147,662 $2,156,885 $2,042,383 $2,042,060
Annuity certain contracts            49,113     50,732     41,934     41,828
Other fund deposits                 836,149    847,975    798,509    791,732
Guaranteed investment contracts      47,426     47,987     68,568     69,353
Supplementary contracts without
 life contingencies                  41,431     39,962     43,205     42,433
                                 ---------- ---------- ---------- ----------
 Total financial liabilities     $3,121,781 $3,143,541 $2,994,599 $2,987,406
                                 ========== ========== ========== ==========
</TABLE>
 
  The fair value of deferred annuities, annuity certain contracts, and other
fund deposits, which have guaranteed interest rates and surrender charges, were
calculated using Commissioners Annuity Reserve Valuation Method calculation
procedures and current market interest rates. Contracts without guaranteed
interest rates and surrender charges have fair values equal to their
accumulation values plus applicable market value adjustments. The fair value of
guaranteed investment contracts and supplementary contracts without life
contingencies were calculated using discounted cash flows, based on interest
rates currently offered for similar products with maturities consistent with
those remaining for the contracts being valued. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
  The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1995 and 1994. Although management
is not aware of any factors that would significantly affect the estimated fair
values, such amounts have not been comprehensively revalued since those dates
and therefore, estimates of fair value subsequent to the valuation dates may
differ significantly from the amounts presented herein.
 
Non-admitted Assets
Certain assets, designated as "non-admitted assets" (principally furniture,
equipment and certain receivables), amounting to $27,022,000 and $26,123,000 at
December 31, 1995 and 1994, respectively, have been charged to policyowners'
surplus.
 
Participating Business
Substantially all of the Company's premium revenues are derived from
participating policies. Dividends and other discretionary payments are declared
by the Board of Trustees based upon actuarial determinations which take into
consideration current mortality, interest earnings, expense factors, and
federal income taxes. Dividends are generally recognized as expenses consistent
with the recognition of premiums and contract considerations.
 
Federal Income Taxes
Federal income taxes are based on income that is currently taxable. Deferred
federal income taxes are not provided for differences between financial
statement and taxable income.
 
                                                                               7
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
Reclassifications
Certain prior year financial statement balances have been reclassified to
conform with the 1995 presentation.
 
(3)INVESTMENTS
 
Net investment income for the respective years ended December 31, is as
follows:
 
<TABLE>
<CAPTION>
                                                1995      1994      1993
                                              --------  --------  --------
                                                    (IN THOUSANDS)
<S>                                           <C>       <C>       <C>
Bonds                                         $422,242  $412,873  $404,353
Common stocks--unaffiliated                      3,465     3,188     3,390
Common stocks--affiliated                       16,555     8,526     9,562
Mortgage loans                                  58,946    49,882    63,881
Real estate, including Home Office property     11,440    11,337    11,554
Policy loans                                    12,821    11,800    10,866
Short-term securities                            6,183     4,026     2,067
Other, net                                       4,994     1,717     2,868
                                              --------  --------  --------
                                               536,646   503,349   508,541
Amortization of interest maintenance reserve     4,527     3,741     3,458
Investment expenses                            (16,502)  (18,277)  (18,988)
                                              --------  --------  --------
  Total                                       $524,671  $488,813  $493,011
                                              ========  ========  ========
 
  Changes in unrealized capital gains (losses) for the respective years ended
December 31, are as follows:
 
<CAPTION>
                                                1995      1994      1993
                                              --------  --------  --------
                                                    (IN THOUSANDS)
<S>                                           <C>       <C>       <C>
Bonds                                         $  2,332  $  4,039   $(3,753)
Common stocks--unaffiliated                     39,013    (5,465)    2,854
Common stocks--affiliated                        9,863      (997)   (1,305)
Mortgage loans                                     447       (71)    1,361
Real estate                                     (1,481)    2,270     4,211
Other, net                                        (413)      (93)      (82)
                                              --------  --------  --------
  Total                                       $ 49,761  $   (317) $  3,286
                                              ========  ========  ========
 
  The cost and gross unrealized gains (losses) on unaffiliated common stocks at
December 31, are as follows:
 
<CAPTION>
                                                1995      1994      1993
                                              --------  --------  --------
                                                    (IN THOUSANDS)
<S>                                           <C>       <C>       <C>
Cost                                          $189,893  $159,511  $155,881
Gross unrealized gains                          91,050    56,813    58,440
Gross unrealized losses                         (1,590)   (6,366)   (2,529)
                                              --------  --------  --------
  Admitted asset value                        $279,353  $209,958  $211,792
                                              ========  ========  ========
</TABLE>
 
8
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(3)INVESTMENTS (CONTINUED)
 
  Net realized capital gains (losses) for the respective years ended December
31 are as follows:
 
<TABLE>
<CAPTION>
                                                   1995     1994     1993
                                                  -------  -------  -------
                                                      (IN THOUSANDS)
<S>                                               <C>      <C>      <C>
Bonds                                             $22,411  $(3,511) $31,234
Common stocks--unaffiliated                        33,432   11,268    9,651
Mortgage loans                                       (945)     (46)    (741)
Real estate                                         3,787    2,041   (8,496)
Other                                               7,288   15,872    7,837
                                                  -------  -------  -------
                                                   65,973   25,624   39,485
Less: Amount transferred to the interest mainte-
 nance reserve, net of taxes                       17,503     (685)  20,336
   Income tax expense                              19,112    7,750   16,242
                                                  -------  -------  -------
  Total                                           $29,358  $18,559  $ 2,907
                                                  =======  =======  =======
</TABLE>
 
  Gross realized gains (losses) on sales of bonds for the respective years
ended December 31, are as follows:
 
<TABLE>
<CAPTION>
                         1995      1994     1993
                       --------  --------  -------
                            (IN THOUSANDS)
<S>                    <C>       <C>       <C>
Gross realized gains   $ 34,898  $ 13,249  $38,443
Gross realized losses   (12,487)  (16,760)  (7,209)
</TABLE>
 
  Proceeds from the sale of bonds amounted to $1,338,481,000, $638,420,000, and
$1,058,684,000 for the years ended December 31, 1995, 1994, and 1993,
respectively.
  Bonds and mortgage loans held at December 31, 1995 and 1994 for which no
income was recorded for the previous twelve months totaled $20,852 and $88,000,
respectively.
  At December 31, 1995 and 1994, bonds with a carrying value of $2,740,000 and
$2,748,000, respectively, were on deposit with various regulatory authorities
as required by law.
  The estimated fair value of the Company's financial instruments has been
determined using available market information as of December 31, 1995 and 1994
and appropriate valuation methodologies. Considerable judgment, however, is
required to interpret market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts. The admitted asset value
for bonds, commercial mortgages, and residential mortgages are $5,488,876,
$501,439, and $253,062 in 1995 and $5,134,554, $342,205, and $255,981 in 1994,
respectively. The estimated fair value for these financial instruments are
$5,821,024, $523,129, and $258,966 in 1995 and $4,919,495, $341,195, and
$255,449 in 1994, respectively.
  Fair values for bonds and commercial and residential mortgages are based on
quoted market prices, where available. If quoted market prices are not
available, fair values are estimated using values obtained from independent
pricing services which specialize in matrix pricing and modeling techniques for
estimating fair values. The admitted asset value approximates fair value for
common stock, policy loans, cash and short-term securities, and other assets.
  The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1995 and 1994. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of the financial statements since the original valuation dates and therefore,
subsequent estimates of fair value may differ significantly from the amounts
presented herein.
 
                                                                               9
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(3)INVESTMENTS (CONTINUED)
 
  The admitted asset value, gross unrealized appreciation and depreciation, and
estimated fair value of investments in bonds are as follows:
 
<TABLE>
<CAPTION>
                                            GROSS UNREALIZED
                             ADMITTED   -------------------------    FAIR
DECEMBER 31, 1995           ASSET VALUE APPRECIATION DEPRECIATION   VALUE
- -----------------           ----------- ------------ ------------ ----------
                                             (IN THOUSANDS)
<S>                         <C>         <C>          <C>          <C>
Federal government          $  241,228    $ 10,914     $    440   $  251,702
State and local government      26,337       3,268            0       29,605
Foreign government                 861          79            0          940
Corporate bonds              3,494,386     262,214        6,542    3,750,058
Mortgage-backed securities   1,726,064      66,260        3,605    1,788,719
                            ----------    --------     --------   ----------
  Total                     $5,488,876    $342,735     $ 10,587   $5,821,024
                            ==========    ========     ========   ==========
<CAPTION>
                                            GROSS UNREALIZED
                             ADMITTED   -------------------------    FAIR
DECEMBER 31, 1994           ASSET VALUE APPRECIATION DEPRECIATION   VALUE
- -----------------           ----------- ------------ ------------ ----------
                                             (IN THOUSANDS)
<S>                         <C>         <C>          <C>          <C>
Federal government          $  210,335    $     19     $  9,983   $  200,371
State and local government      26,493          10        1,171       25,332
Foreign government              17,691         413           20       18,084
Corporate bonds              3,325,331      41,167      167,404    3,199,094
Mortgage-backed securities   1,554,704      11,110       89,200    1,476,614
                            ----------    --------     --------   ----------
  Total                     $5,134,554    $ 52,719     $267,778   $4,919,495
                            ==========    ========     ========   ==========
</TABLE>
 
  The amortized cost and estimated fair value of bonds at December 31, 1995, by
contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                         ADMITTED      FAIR
                                        ASSET VALUE   VALUE
                                        ----------- ----------
                                            (IN THOUSANDS)
<S>                                     <C>         <C>
Due in one year or less                 $   39,108  $   39,811
Due after one year through five years      764,085     803,817
Due after five years through ten years   1,677,321   1,778,549
Due after ten years                      1,282,298   1,410,128
                                        ----------  ----------
                                         3,762,812   4,032,305
Mortgage-backed securities               1,726,064   1,788,719
                                        ----------  ----------
  Total                                 $5,488,876  $5,821,024
                                        ==========  ==========
</TABLE>
 
10
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(4)FEDERAL INCOME TAXES
 
The federal income tax expense varies from amounts computed by applying the
federal income tax rate of 35% to the gain from operations after dividends to
policyowners and before federal income taxes and realized capital gains. The
reasons for this difference, and the tax effects thereof, are as follows:
 
<TABLE>
<CAPTION>
                                                 1995     1994     1993
                                                -------  -------  -------
                                                    (IN THOUSANDS)
<S>                                             <C>      <C>      <C>
Computed tax expense                            $36,918  $33,666  $32,260
Difference between statutory and tax basis:
  Investment income                              (9,284)  (5,853)  (7,204)
  Policy reserves                                   (81)    (767)  (2,079)
  Dividends to policyowners                       1,043      593   (1,907)
  Acquisition expense                             7,508    9,013    8,393
  Other expenses                                    453    2,137    3,739
Special tax on mutual life insurance companies    8,201   15,466    3,396
Other, net                                        1,377   (4,629)      58
                                                -------  -------  -------
  Tax expense                                   $46,135  $49,626  $36,656
                                                =======  =======  =======
</TABLE>
 
  The Company's tax returns for 1993 through 1994 are under examination by the
Internal Revenue Service. The Company believes additional taxes, if any,
assessed as a result of these examinations will not have a material effect on
its financial position.
 
(5)LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
EXPENSES
 
Activity in the liability for unpaid accident and health claims and claim
adjustment expenses, exclusive of $96,728,000, $89,540,000, and $81,990,000,
respectively, for active life reserves, is summarized as follows:
 
<TABLE>
<CAPTION>
                                 1995     1994      1993
                               -------- --------  --------
                                     (IN THOUSANDS)
<S>                            <C>      <C>       <C>
Balance at January 1           $301,352 $274,253  $246,777
 Less: reinsurance recoverable   47,651   38,418    29,622
                               -------- --------  --------
Net balance at January 1        253,701  235,835   217,155
                               -------- --------  --------
Incurred related to:
 Current year                    95,392   91,573    85,112
 Prior years                      1,367     (308)    7,121
                               -------- --------  --------
Total incurred                   96,759   91,265    92,233
                               -------- --------  --------
Paid related to:
 Current year                    26,291   23,019    22,002
 Prior years                     51,624   50,380    51,551
                               -------- --------  --------
Total paid                       77,915   73,399    73,553
                               -------- --------  --------
Net Balance at December 31      272,545  253,701   235,835
 Plus: reinsurance recoverable   72,617   47,651    38,418
                               -------- --------  --------
Balance at December 31         $345,162 $301,352  $274,253
                               ======== ========  ========
</TABLE>
 
  Incurred claims related to prior years are due to the difference between
actual and estimated claims incurred as of the prior year end.
 
                                                                              11
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(6)BUSINESS COMBINATION
 
On July 1, 1993, the Company entered into an "Agreement and Plan of
Reorganization" that combined all of the assets, liabilities, and surplus of
Ministers Life--A Mutual Life Insurance Company (Ministers Life) into the
Company. Ministers Life sold life and health insurance products to religious
professionals in the continental United States. The business combination
increased the Company's assets by $272,649,000, liabilities by $255,965,000 and
policyowners' surplus by $16,684,000.
 
(7)RELATED PARTY TRANSACTIONS
 
In 1993, the Company received 2,375,000 shares of common stock of the Minnesota
Fire and Casualty Company (the Casualty Company) in return for the surrender of
outstanding guaranty fund certificates totalling $21,800,000 which had
previously been charged to surplus. The surrender of the certificates and
concurrent issuance of stock were part of the Casualty Company's
"Demutualization and Stock Conversion Plan" (the Plan) approved by the
Department of Commerce. Pursuant to the Plan, the Casualty Company became a
subsidiary of the Company on December 31, 1993. The effect of the transaction
was an increase to investments in subsidiary companies and an increase to
policyowners' surplus as of December 31, 1993 of $19,171,000.
 
(8)PENSION PLANS AND OTHER RETIREMENT PLANS
 
Pension Plans
The Company has self-insured, noncontributory, defined benefit retirement plans
covering substantially all employees. The Company's funding policy is to
contribute annually the maximum amount that may be deducted for federal income
tax purposes. The Company expenses amounts as contributed. The Company made
contributions of $3,003,400 and $1,714,200 in 1995 and 1994, respectively. No
contributions were made in 1993. Information for these plans as of the
beginning of the plan year is as follows:
 
<TABLE>
<CAPTION>
                                                   1995    1994    1993
                                                  ------- ------- -------
                                                      (IN THOUSANDS)
<S>                                               <C>     <C>     <C>
Actuarial present value of accumulated benefits:
  Vested                                          $47,271 $42,849 $36,281
  Nonvested                                        14,588  12,033  12,996
                                                  ------- ------- -------
  Total                                           $61,859 $54,882 $49,277
                                                  ======= ======= =======
Net assets available for benefits                 $85,348 $85,651 $78,952
                                                  ======= ======= =======
</TABLE>
 
  In determining the actuarial present value of accumulated benefits, the
Company used a weighted average assumed rate of return of 8.3% in 1995 and 8.4%
in 1994 and 1993.
 
Profit Sharing Plans
The Company also has profit sharing plans covering substantially all employees
and agents. The Company's contribution rate to the employee plan is determined
annually by the Trustees of the Company and is applied to each participant's
prior year earnings. The Company's contribution to the agent plan is made as a
certain percentage, based upon years of service, applied to each agent's total
annual compensation. The Company recognized contributions to the plans during
1995, 1994, and 1993 of $6,595,000, $6,866,000 and $6,753,000, respectively.
Participants may elect to receive a portion of their contributions in cash.
 
Postretirement Benefits Other than Pensions
The Company also has postretirement plans that provide certain health care and
life insurance benefits ("postretirement benefits") to substantially all
retired employees and agents. These plans are unfunded.
  In 1993, the Company changed its method of accounting for the costs of its
postretirement benefit plans to the accrual method, and elected to amortize its
transition obligation for retirees and fully eligible employees and
 
12
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(8)PENSION PLANS AND OTHER RETIREMENT PLANS (CONTINUED)
 
agents over 20 years. The unamortized transition obligation was $11,203,000 and
$13,000,000 at December 31, 1995 and 1994, respectively.
  The net postretirement benefit cost for the years ended December 31, 1995,
1994, and 1993, was $3,163,000, $3,202,000 and $3,832,000, respectively. This
amount includes the expected cost of such benefits for newly eligible
employees, interest cost, and amortization of the transition obligation. The
Company made payments under the plans of $575,000, $526,000, and $555,000 in
1995, 1994, and 1993, respectively, as claims were incurred.
  At December 31, 1995 and 1994, the postretirement benefit obligation for
retirees and other fully eligible participants was $17,410,000 and $19,635,000,
respectively. The estimated cost of the benefit obligation for active employees
and agents who are not yet fully eligible was $9,808,000 and $13,065,000 for
1995 and 1994, respectively. The discount rate used in determining the
accumulated postretirement benefit obligation for 1995 and 1994 was 7.5%. The
1995 net health care cost trend rate was 11.0% graded to 5.5% over 11 years,
and the 1994 net health care cost rate was 11.5%, graded to 5.5% over 12 years.
  The assumptions presented herein are based on pertinent information available
to management as of December 31, 1995 and 1994. Actual results could differ
from those estimates and assumptions. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would
increase the postretirement benefit obligation as of December 31, 1995 by
$1,874,000 and the estimated eligibility cost and interest cost components of
net periodic postretirement benefit costs for 1995 by $290,889.
 
(9)COMMITMENTS AND CONTINGENCIES
 
The Company reinsures certain individual and group business. At December 31,
1995 and 1994, policy reserves in the accompanying balance sheet are reflected
net of reinsurance ceded of $97,854,000 and $68,289,000, respectively. To the
extent that an assuming reinsurer is unable to meet its obligation under its
agreement, the Company remains liable.
  The Company has issued certain participating group annuity and life insurance
contracts jointly with another life insurance company. The joint contract
issuer has liabilities related to these contracts of $378,475,000 as of
December 31, 1995. To the extent the joint contract issuer is unable to meet
its obligation under the agreement, the Company remains liable.
  The Company has long-term commitments to fund venture capital and real estate
investments totalling $76,461,000 as of December 31, 1995. The Company
estimates that $11,650,000 of these commitments will be invested in 1996 with
the remaining $64,811,000 invested over the next five years.
  At December 31, 1995, the Company had guaranteed the payment of $64,100,000
in policyowner dividends payable in 1996. The Company has pledged bonds, valued
at $66,906,000, to secure this guarantee.
  The Company is contingently liable under state regulatory requirements for
possible assessment pertaining to future insolvencies and impairments of
unaffiliated companies.
 
(10) SURPLUS NOTES
 
In September 1995, the Company issued surplus notes with a face value of
$125,000,000, at 8.25%, due in 2025. The surplus notes are reported in the
Company's surplus at a statement value of $124,966,578, which represents the
face value of the notes less unamortized discount. The surplus notes are
subordinate to all current and future policyowners' interests, including
claims, and indebtedness of the Company. All payments of
interest and principal on the notes are subject to the approval of the
Department of Commerce. The unapproved accrued interest at December 31, 1995,
is $3,007,800. The issuance costs of $1,403,400 are deferred and treated as a
non-admitted asset. The deferred expense is amortized over 30 years on a
straight-line basis. Interest, discount amortization, and deferred expense
amortization are included in general insurance expenses in the statement of
operations. The Company's method of accounting for its surplus notes has been
approved by the Department of Commerce.
 
                                                                              13
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
 
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
(11) MUTUAL LIFE INSURANCE COMPANY ACCOUNTING POLICIES
 
In April 1993 the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises." In January 1995 the
FASB issued the statement, "Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts" and, jointly with the American Institute of Certified
Public Accountants, issued a Statement of Position (SOP), "Accounting for
Certain Insurance Activities of Mutual Insurance Enterprises." Under
Interpretation No. 40, the statement and SOP (collectively "the statements"),
mutual life insurance companies that report their financial statements in
conformity with generally accepted accounting principles will be required to
apply the statements and all related authoritative GAAP pronouncements.
  The statements apply to years beginning after December 15, 1995 and will
require restatement of prior year balances. The Company plans to prepare such
financial statements as of and for the year-ended December 31, 1996 with
restatement of the then prior year financial statements. Applying the
provisions of the statements will likely result in policyholders' surplus and
net income amounts differing from the amounts included in the accompanying
financial statements. Management is in the process of determining the impact of
the adoption of GAAP.
  The Company will also continue to prepare its financial statements in
accordance with statutory accounting practices prescribed or permitted by the
Department of Commerce, which will no longer be considered generally accepted
accounting principles.
 
14
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
                                   SCHEDULE I
 
       SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES
 
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                  AMOUNT AT
                                                                 WHICH SHOWN
                                                       MARKET   IN THE BALANCE
TYPE OF INVESTMENT                         COST(4)     VALUE     SHEET(1)(3)
- ------------------                        ---------- ---------- --------------
                                                     (IN THOUSANDS)
<S>                                       <C>        <C>        <C>
Bonds:
  United States government and government
   agencies and authorities               $  241,228 $  251,702   $  241,228
  States, municipalities and political
   subdivisions                               26,337     29,605       26,337
  Foreign governments                            861        940          861
  Public utilities                           547,229    590,445      547,229
  Mortgage-backed securities               1,726,064  1,788,719    1,726,064
  All other corporate bonds                2,909,767  3,116,990    2,907,107
                                          ---------- ----------   ----------
    Total bonds                            5,451,486  5,778,401    5,448,826
                                          ---------- ----------   ----------
Equity securities:
  Common stocks:
    Public utilities                          17,500     23,333       23,333
    Banks, trusts and insurance companies     11,950     22,358       22,358
    Industrial, miscellaneous and all
     other                                   160,443    233,662      233,662
                                          ---------- ----------   ----------
      Total equity securities                189,893    279,353      279,353
                                          ---------- ----------   ----------
Mortgage loans on real estate                755,997     xxxxxx      754,501
Real estate (2)                               86,646     xxxxxx       76,639
Policy loans                                 197,555     xxxxxx      197,555
Other long-term investments                   96,080     xxxxxx       90,264
Short-term investments                        51,904     xxxxxx       51,816
                                          ----------              ----------
      Total                               $1,188,182     xxxxxx   $1,170,775
                                          ----------              ----------
Total investments                         $6,829,561     xxxxxx   $6,898,954
                                          ==========              ==========
</TABLE>
- -------
(1) Debt securities are carried at amortized cost or investment values pre-
    scribed by the National Association of Insurance Commissioners.
(2) The carrying value of real estate acquired in satisfaction of indebtedness
    is $1,999. Real estate includes property occupied by the Company.
(3) Differences between cost and amounts shown in the balance sheet for invest-
    ments, other than equity securities and bonds, represent non-admitted in-
    vestments.
(4) Original cost for equity securities and original cost reduced by repayments
    and adjusted for amortization of premiums or accrual of discounts for bonds
    and other investments.
 
                                                                              15
<PAGE>
 
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
                                  SCHEDULE V
 
                      SUPPLEMENTARY INSURANCE INFORMATION
 
<TABLE>
<CAPTION>
                                   AS OF DECEMBER 31,                  
                   --------------------------------------------------- 
                               FUTURE POLICY                           
                    DEFERRED      BENEFITS                OTHER POLICY 
                     POLICY    LOSSES, CLAIMS              CLAIMS AND  
                   ACQUISITION AND SETTLEMENT  UNEARNED     BENEFITS   
SEGMENT             COSTS(1)    EXPENSES(3)   PREMIUMS(3)   PAYABLE    
- -------            ----------- -------------- ----------- ------------ 
                                                                       
<S>                <C>         <C>            <C>         <C>          
1995:                                                                  
 Life insurance                  $2,129,336                 $37,784    
 Accident and                                                          
 health insurance                   369,273                  12,724    
 Annuity consid-                                                       
 erations                         3,322,866                       4    
                     -------     ----------     -------     -------    
   Total               --         5,821,475       --         50,512    
                     =======     ==========     =======     =======    
1994:                                                                  
 Life insurance                  $1,981,469                 $37,909    
 Accident and                                                          
 health insurance                   343,241                  15,754    
 Annuity consid-                                                       
 erations                         3,179,279                       7    
                     -------     ----------     -------     -------    
   Total               --         5,503,989       --         53,670    
                     =======     ==========     =======     =======    
1993:                                                                  
 Life insurance                  $1,875,570                 $83,365    
 Accident and                                                          
 health insurance                   317,825                  14,979    
 Annuity consid-                                                       
 erations                         3,166,944                       7    
                     -------     ----------     -------     -------    
   Total               --        $5,360,339       --        $98,351    
                     =======     ==========     =======     =======    
</TABLE>

<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER 31,
                   ------------------------------------------------------------------------
                                                          AMORTIZATION
                    PREMIUMS,                BENEFITS,    OF DEFERRED
                   ANNUITY, AND    NET     CLAIMS, LOSSES    POLICY      OTHER
                    OTHER FUND  INVESTMENT AND SETTLEMENT ACQUISITION  OPERATING  PREMIUMS
SEGMENT              DEPOSITS     INCOME      EXPENSES      COSTS(1)   EXPENSES  WRITTEN(2)
- -------            ------------ ---------- -------------- ------------ --------- ----------
                      (IN THOUSANDS)
<S>                <C>          <C>        <C>            <C>          <C>       <C>
1995:              
 Life insurance     $  789,350   $212,641      $591,775                $243,379
 Accident and      
 health insurance      154,358     35,894        94,164                  79,491
 Annuity consid-   
 erations              529,958    276,136       713,266                  55,120
                    ----------   --------    ----------     -------    --------   -------
   Total             1,473,666    524,671     1,399,205        --       377,990      --
                    ==========   ========    ==========     =======    ========   =======
1994:              
 Life insurance     $  802,265   $196,877    $  608,091                $230,327      --
 Accident and      
 health insurance      142,032     32,724        93,634                  71,958
 Annuity consid-   
 erations              480,055    259,212       652,076                  52,180
                    ----------   --------    ----------     -------    --------   -------
   Total             1,424,352    488,813     1,353,801        --       354,465      --
                    ==========   ========    ==========     =======    ========   =======
1993:              
 Life insurance     $  718,232   $193,724    $  538,880                $220,861
 Accident and      
 health insurance      138,690     31,452        88,857                  72,616
 Annuity consid-   
 erations              433,032    267,835       626,181                  45,463
                    ----------   --------    ----------     -------    --------   -------
   Total            $1,289,954   $493,011    $1,253,918        --      $338,940      --
                    ==========   ========    ==========     =======    ========   =======
</TABLE>

- -----
(1) Does not apply to financial statements of mutual life insurance companies
    which are prepared on a statutory basis.
(2) Does not apply to life insurance.
(3) Unearned premiums and other deposit funds are included in future policy
    benefits, losses, claims and settlement expenses.
 
16
<PAGE>
 
                                    THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
                                  SCHEDULE VI
 
                                  REINSURANCE
 
             FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
 
<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                       CEDED TO     ASSUMED                OF AMOUNT
                                         OTHER    FROM OTHER      NET      ASSUMED TO
                         GROSS AMOUNT  COMPANIES   COMPANIES     AMOUNT       NET
                         ------------ ----------- ----------- ------------ ----------
                                                (IN THOUSANDS)
<S>                      <C>          <C>         <C>         <C>          <C>
1995:
 Life insurance in
  force                  $104,059,399 $15,291,357 $21,129,067 $109,897,109    19.2%
                         ============ =========== =========== ============    ====
 Premiums, annuity con-
  siderations and fund
  deposits:
   Life insurance        $    782,558 $    55,362 $    62,154 $    789,350     7.9%
   Accident and health
    insurance                 164,683      12,724       2,399      154,358     1.6%
   Annuity                    529,958          --          --      529,958      --
                         ------------ ----------- ----------- ------------    ----
     Total premiums*,
      annuity considera-
      tions and fund
      deposits           $  1,477,199 $    68,086 $    64,553 $  1,473,666     4.4%
                         ============ =========== =========== ============    ====
1994:
 Life insurance in
  force                  $ 97,181,118 $13,314,267 $20,555,910 $104,422,761    19.7%
                         ============ =========== =========== ============    ====
 Premiums, annuity con-
  siderations and fund
  deposits:
   Life insurance        $    792,087 $    48,773 $    58,951 $    802,265     7.3%
   Accident and health
    insurance                 150,876      10,145       1,301      142,032     0.9%
   Annuity                    480,055          --          --      480,055      --
                         ------------ ----------- ----------- ------------    ----
     Total premiums*,
      annuity considera-
      tions and fund
      deposits           $  1,423,018 $    58,918 $    60,252 $  1,424,352     4.2%
                         ============ =========== =========== ============    ====
1993:
 Life insurance in
  force                  $ 93,206,579 $11,674,202 $19,758,935 $101,291,312    19.5%
                         ============ =========== =========== ============    ====
 Premiums, annuity con-
  siderations and fund
  deposits:
   Life insurance        $    704,172 $    43,313 $    57,373 $    718,232     8.0%
   Accident and health
    insurance                 147,229       9,699       1,160      138,690     0.8%
   Annuity                    433,032          --          --      433,032      --
                         ------------ ----------- ----------- ------------    ----
     Total premiums*,
      annuity considera-
      tions and fund de-
      posits             $  1,284,433 $    53,012 $    58,533 $  1,289,954     4.5%
                         ============ =========== =========== ============    ====
</TABLE>
- -------
* There are no premiums related to either property and liability or title
insurance.
 
                                                                              17



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