MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
497, 1996-06-13
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<PAGE>
IMMEDIATE VARIABLE ANNUITY CONTRACT
MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
("VARIABLE ANNUITY ACCOUNT"), A SEPARATE ACCOUNT OF
THE MINNESOTA MUTUAL LIF E INSURANCE COMPANY ("MINNESOTA MUTUAL")
 
The  individual, immediate variable annuity  contract offered by this Prospectus
is designed for use in connection with personal retirement plans, some of  which
may qualify for federal income tax advantages available under sections 401, 403,
408  or 457  of the  Internal Revenue  Code. It  may also  be used  apart from a
qualified plan.
 
  The owner of a contract will have contract values invested on a variable basis
in the Variable Annuity Account (the "Separate Account"). Although the  Separate
Account  is comprised of several sub-accounts, only one of its sub-accounts (the
"Sub-Account") is available under this contract. The Sub-Account invests only in
the Index  500 Portfolio  (the "Portfolio")  of MIMLIC  Series Fund,  Inc.  (the
"Fund").  The value  of the  contract and  the amount  of each  variable annuity
payment will vary in accordance with the performance of the Sub-Account and  the
Portfolio,  except  to  the  extent limited  by  Minnesota  Mutual's contractual
guarantee of a  minimum annuity  payment amount.  The contract  is an  immediate
annuity  and annuity payments must begin within  12 months after the contract is
issued. The contract provides for  additional purchase payments and  withdrawals
during a portion of the annuity payment period.
 
  This  Prospectus  sets  forth  concisely the  information  that  a prospective
investor should know  before purchasing a  contract, and it  should be read  and
kept  for future reference.  A Statement of  Additional Information, bearing the
same  date,  which  contains  further  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 the 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 24.
 
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 Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098
Ph 612/298-3500
http://www.minnesotamutual.com
The date of this document and the Statement of Additional Information is: June
4, 1996
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                    <C>
Special Terms........................................................................          3
 
Questions and Answers About the Variable Annuity Contract............................          4
 
Expense Table........................................................................          7
 
Condensed Financial Information......................................................          8
 
Performance Data.....................................................................          8
 
General Descriptions
    The Minnesota Mutual Life Insurance Company......................................          9
    Separate Account.................................................................          9
    MIMLIC Series Fund, Inc..........................................................          9
    Additions, Deletions or Substitutions............................................         10
 
Contract Charges
    Sales Charges....................................................................         10
    Risk Charge......................................................................         11
    Mortality and Expense Risk Charges...............................................         11
    Administration Charge............................................................         11
 
Voting Rights........................................................................         12
 
Description of the Contracts
    General Provisions...............................................................         12
    Annuity Payments and Options.....................................................         13
    Death Benefits...................................................................         15
    Purchase Payments and Value of the Contract......................................         16
    Redemptions......................................................................         17
 
Federal Tax Status...................................................................         19
 
Statement of Additional Information..................................................         24
 
Appendix A--Computation and Examples of Withdrawals..................................         25
 
Appendix B--Immediate Variable Annuity Illustration..................................         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:
 
AGE: the age of a person at nearest birthday.
 
ANNUITANT: the person named on page one of the contract who may receive lifetime
benefits  under  the  contract. Except  in  the  event of  the  death  of either
annuitant prior to the annuity payment commencement date, joint annuitants  will
be considered a single entity.
 
ANNUITY  PAYMENT COMMENCEMENT DATE: the first  annuity payment date as specified
on page one of the contract.
 
ANNUITY PAYMENT DATE:  each day  indicated by the  annuity payment  commencement
date  and the annuity payment frequency for an annuity payment to be determined.
This is shown on page one of the contract.
 
ANNUITY PAYMENTS: payments  made at regular  intervals to the  annuitant or  any
other  payee.  The annuity  payments will  increase or  decrease in  amount. The
changes will  reflect  the  investment  experience of  the  sub-account  of  the
separate account.
 
ANNUITY UNIT: the standard of value for the variable annuity payment amount.
 
BENEFICIARY:  the person, persons or entity designated to receive death benefits
payable under the contract in the event of the annuitant's death.
 
CASH VALUE: the dollar amount available for withdrawal under the contract at any
time. A cash value exists  only as long as both  the number of cash value  units
and the applicable factor from the cash value factor table shown in the contract
are greater than zero.
 
CASH VALUE PERIOD: the time during which a cash value exists under the contract.
The  cash value period begins  on the annuity commencement  date and ends on the
cash value end date shown on page one of the contract.
 
CASH VALUE UNIT: the measure  of your interest in  the Separate Account that  is
available for withdrawal under the contract during the cash value period.
 
CODE: the Internal Revenue Code of 1986, as amended.
 
CONTRACT DATE: the effective date of a contract.
 
FUND:  MIMLIC  Series  Fund, Inc.  or  any  mutual fund  or  separate investment
portfolio within  a  series mutual  fund  which  is designated  as  an  eligible
investment for the Separate Account.
 
GENERAL  ACCOUNT: all of our assets other  than those in the Separate Account or
in other separate accounts established by us.
 
GUARANTEED MINIMUM ANNUITY PAYMENT AMOUNT: the amount which is guaranteed as the
minimum annuity  payment  amount.  This  amount is  payable  regardless  of  the
performance  of the  Sub-Account. Purchase  payments and  cash value withdrawals
will cause this guaranteed  minimum annuity payment amount  to be adjusted.  The
adjustment will reflect your new interest in the Separate Account.
 
JOINT OWNER: the person designated to share equally in the rights and privileges
provided to the owner of this contract. Only you and your spouse may be named as
a joint owner.
 
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 PAYMENT  DATE: the  date we  receive  a purchase  payment in  our  home
office.
 
PURCHASE PAYMENTS: amounts paid to us as consideration for the benefits provided
by the contract.
 
SEPARATE  ACCOUNT:  a  separate  investment  account  entitled  Minnesota Mutual
Variable Annuity  Account. This  separate account  was established  by us  under
Minnesota  law. The  Separate Account is  composed of  several sub-accounts. The
assets of the Separate Account are ours. Those assets are not subject to  claims
arising out of any other business which we may conduct.
 
SURRENDER  VALUE: the surrender value of the contract shall be the total annuity
value as  of the  date of  surrender  plus the  amounts deducted  from  purchase
payments.  These include  deductions for sales  charges, risk  charges and state
premium taxes where applicable.
 
TOTAL ANNUITY VALUE: the total annuity  value represents your total interest  in
the Separate Account.
 
VALUATION DATE: any date on which a Fund is valued.
 
VALUATION  PERIOD: the period  between successive valuation  dates measured from
the time of one determination to the next.
 
                                                                               3
<PAGE>
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.
 
WRITTEN  REQUEST:  a request  in writing  signed by  you. In  the case  of joint
owners, the signatures  of both owners  will be required  to complete a  written
request.  In some cases, we may provide a form for your use. We may also require
that the contract be sent to us along with your written request.
 
YOU, YOUR: the owner of this contract. The owner may be the annuitant or someone
else. The  owner  shall  be  that  person  or  entity  named  as  owner  in  the
application.
 
1940  ACT:  the Investment  Company  Act of  1940,  as amended,  or  any similar
successor federal legislation.
 
- ------------------------------------------------------------------------
QUESTIONS AND ANSWERS ABOUT THE VARIABLE ANNUITY CONTRACT
 
WHAT IS AN ANNUITY?
An annuity is a  series of payments for  the life of a  person or for the  joint
lifetimes of the annuitant and another person and thereafter during the lifetime
of  the survivor.  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 of an insurance company is called a variable annuity.
 
WHAT IS AN IMMEDIATE ANNUITY?
An immediate annuity is a contract which provides for annuity payments beginning
within  a relatively short period after the  issue of the contract. This type of
annuity is distinguished from  a deferred annuity where  contract values may  be
left  with an insurance company or separate  account for some years prior to the
time that annuity payments begin. For the contract described in this Prospectus,
annuity payments must begin within 12 months  from the day that the contract  is
issued.  In some states this period may be shortened so that the contract may be
considered to be an immediate annuity within that state.
 
WHAT IS THE CONTRACT OFFERED BY THIS PROSPECTUS?
The contract  is an  immediate,  variable annuity  contract which  provides  for
scheduled  annuity  payments. Annuity  payments may  be  received on  a monthly,
quarterly, semi-annual or annual basis. These payments may begin immediately and
must begin on  a date within  12 months after  the issue date  of the  contract.
Purchase  payments received by us under a contract are allocated to the Separate
Account. In the  Separate Account, your  purchase payments are  put into a  Sub-
Account which invests only in the Index 500 Portfolio of the Fund.
 
IS THERE A GUARANTEED MINIMUM ANNUITY PAYMENT AMOUNT?
Yes.  You will  receive at least  the guaranteed minimum  annuity payment amount
specified in your contract. Each variable  annuity payment will vary upwards  or
downwards in accordance with the performance of the Sub-Account, however, unless
it  would be less than the guaranteed  minimum annuity payment amount. Under the
terms of the contract's guarantee provisions,  at each annuity payment date,  we
will  pay the annuitant  or annuitants the  greater of: (a)  the annuity payment
amount determined by multiplying the number  of annuity units times the  annuity
unit  value; or (b)  the guaranteed minimum annuity  payment amount currently in
force for the contract.
  We guarantee that variable annuity payments will always be at least 85% of the
initial variable annuity payment amount. This guaranteed amount is determined on
the contract issue date and shown on page one of the contract. If an  additional
purchase  payment is made, we will guarantee that variable annuity payments will
always be at  least 85% of  the annuity amount  attributable to that  additional
purchase  payment,  plus  the amount  already  guaranteed  at the  time  of that
purchase payment.  Withdrawals of  cash value  amounts under  the contract  will
reduce  the guaranteed  annuity payment amount  by the same  proportion that the
withdrawal reduces the number of annuity units under the contract.
 
IS THE AMOUNT OF THE CASH VALUE OF THE CONTRACT GUARANTEED?
No. The cash value of the contract decreases as annuity payments are made and it
also increases or decreases based upon the performance of the Sub-Account of the
Separate Account as reflected in the annuity unit value. We do not guarantee the
performance of any  Sub-Account, nor  do we  guarantee the  annuity unit  value,
which may fall
 
4
<PAGE>
to  zero. The performance of the Sub-Account will not affect the duration of the
cash value period.
 
ARE THERE LIMITATIONS ON PURCHASE PAYMENTS?
Yes. A purchase payment  in an amount  of at least $10,000  will be required  in
order  for us to issue the contract. A contract will not be issued if an initial
purchase payment is tendered which is less than that amount.
  After the contract has been issued, you may make additional purchase payments,
but only until the end cash value  period of the contract. This period is  shown
on page one of the contract. Additional purchase payments may be made only while
the  annuitant is alive. Additional purchase payments must be in an amount of at
least $5,000.  We will  waive this  contract limitation  for amounts  which  are
received  after the contract effective date as part of an integrated rollover or
Section 1035 transaction.
  WHEN ADDITIONAL  PURCHASE  PAYMENTS  ARE  MADE  UNDER  AN  EXISTING  IMMEDIATE
VARIABLE  ANNUITY CONTRACT,  THOSE PURCHASE PAYMENTS  FOR TAX  PURPOSES WILL NOT
RESULT IN  A RECALCULATION  OF THE  OWNER'S  INVESTMENT IN  THE CONTRACT  AND  A
DETERMINATION OF A NEW EXCLUSION AMOUNT. THE AMOUNT OF THOSE ADDITIONAL PURCHASE
PAYMENTS WILL BE TAXABLE WHEN DISTRIBUTED, AS AN ANNUITY OR OTHERWISE.
  For  more information on these matters,  see the heading "Federal Tax Status,"
in this Prospectus.
  WE RESERVE THE RIGHT TO SUSPEND THE  SALE OF THESE CONTRACTS AND TO  TERMINATE
YOUR ABILITY TO MAKE ADDITIONAL PURCHASE PAYMENTS INTO THE CONTRACT.
  You may not make total purchase payments which exceed the amount of $1,000,000
except with our prior consent.
 
WHAT INVESTMENT OPTIONS ARE AVAILABLE FOR THE SEPARATE ACCOUNT?
Purchase  payments are  allocated to  the Sub-Account  and are  invested only in
shares of the Index 500 Portfolio of the Fund. The Fund is a mutual fund of  the
series  type,  which means  that it  has several  different portfolios  which it
offers for investment. Shares of the  Index 500 Portfolio are made available  at
net  asset value to the Separate Account to fund the contracts. The Fund is also
required to redeem its shares at net asset value at our request. The  investment
objectives and certain policies of the Index 500 Portfolio are as follows:
      The  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.
  There  is no assurance that the Portfolio will meet its objectives. Additional
information concerning the investment objectives  and policies of the  Portfolio
can  be found in the current prospectus for  the Fund, which is attached to this
Prospectus.
 
ARE OTHER PORTFOLIOS AVAILABLE?
No. All Separate Account assets of these contracts are invested in the Index 500
Portfolio of the Fund.
 
WHAT CHARGES ARE ASSOCIATED WITH THE CONTRACTS?
Under the contract there are certain  charges which are made as deductions  from
purchase  payments and other charges which are  made directly to the assets held
in the Separate Account.
  A deduction  for a  sales  charge and  a risk  charge  is made  from  purchase
payments. The sales charge is based upon the cumulative amount of total purchase
payments  made  under the  contracts, including  any  new purchase  payments. In
addition, for purchases  of multiple  contracts made  by an  identical owner  or
owners  at different times,  purchase payments made under  all contracts will be
aggregated solely for the purpose of determining the sales charge applicable  to
those  purchase payments made to later  contracts. For additional information on
multiple contracts, see  the heading "Federal  Tax Status," on  page 19 of  this
Prospectus. The charges are illustrated in the table shown below.
 
<TABLE>
<CAPTION>
                                 SALES CHARGE AS A
  CUMULATIVE TOTAL PURCHASE        PERCENTAGE OF
          PAYMENTS               PURCHASE PAYMENTS
- -----------------------------  ---------------------
<S>                            <C>
$            0 to  499,999.99         4.500%
       500,000 to  749,999.99         4.125%
      750,000 to 1,000,000.00         3.750%
</TABLE>
 
                                                                               5
<PAGE>
  The  risk charge is also  deducted from each purchase  payment when made. This
charge is for guaranteeing  the minimum annuity payment  amount as shown in  the
contract.  The  risk charge  may  be as  much as  2%  of each  purchase payment.
Currently, a deduction for this charge is made at the per annum rate of 1.25% of
purchase payments made to the contract.  This rate is not guaranteed for  future
purchase  payments  made  under  the  contract and  may  change  based  upon our
experience in guaranteeing the annuity payment levels based upon the performance
of the Index 500 Portfolio of the Fund.
  A deduction is made from the value of the Sub-Account on a daily basis for our
assumption of mortality and expense  risks and for administrative charges  under
the contract.
  We deduct from the net asset value of the Separate Account an amount, computed
daily,  not to  exceed an annual  rate of  1.40% for mortality  and expense risk
guarantees. Currently,  our charge  for mortality  and expense  risk  guarantees
total  .80%.  This total  represents  a charge  of  .55% for  our  assumption of
mortality risks and  .25% for our  assumption of expense  risks. We reserve  the
right  to increase the charge for our  assumption of mortality risks to not more
than .80% and our charge  for our assumption of expense  risks to not more  than
 .60%.  If these charges are increased to  this maximum amount, then the total of
the mortality risk and expense risk charges  would be 1.40% on an annual  basis.
Any  increase  of the  total charges  above 1.25%  on an  annual basis  would be
subject to the  approval of  the Securities  and Exchange  Commission. For  more
information on these charges, please see the heading "Contract Charges," on page
10 of this Prospectus.
  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 the annual rate which  may not exceed .40% of  the
Index  500  Portfolio. The  Fund  is subject  to  certain expenses  that  may be
incurred with respect to  its operation and those  expenses are allocated  among
the  Portfolios. For more information on the  Fund, see the prospectus of MIMLIC
Series Fund, Inc. which is attached to this Prospectus.
  We deduct from the net asset value of the Separate Account an amount, computed
daily, not  to  exceed an  annual  rate  of .40%  for  administrative  expenses.
Currently,  our  administrative charge  is  .15% on  an  annual basis.  For more
information on this item, please see the heading "Contract Charges," on page  10
of 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.
 
CAN YOU SURRENDER THE CONTRACT?
Yes.  At any time before annuity payments  begin, you can surrender the contract
for its surrender value. The surrender value of the contract shall be its  total
annuity  value as of the  date of surrender plus  the amounts deducted from your
purchase payments for sales charges, risk charges and state premium taxes  where
applicable.
 
CAN YOU MAKE WITHDRAWALS FROM THE CONTRACT?
Yes.  At any time during the cash value  period, you can make withdrawals of the
cash value of the  contract, pursuant to your  written request. Each  withdrawal
must  be in an amount of at least $500  or, if the cash value of the contract is
less than that amount,  all of the  total remaining cash  value in the  contract
must  be withdrawn. Withdrawals are not allowed during the period before annuity
payments begin.
  A withdrawal of all or a portion of the cash value of the contract, subject to
the dollar  limitations described  above, may  be made  during the  "cash  value
period"  of the contract. The amount of  the cash value available for withdrawal
is equal to:  (a) times (b)  times (c), where  (a) is the  number of cash  value
units credited to the contract, (b) is the current annuity unit value and (c) is
the appropriate cash value factor set forth in a table included in the contract.
The  cash value period begins  at the annuity commencement  date of the contract
and runs for a period approximately equal to the annuitant's life expectancy  at
the  time the contract  is issued. The number  of cash value  units and the cash
value period are  shown on page  one of  each contract. If  you make  subsequent
purchase payments or withdrawals a new page one of the contract will be provided
to you.
  When  a withdrawal  is made during  the cash  value period, the  amount of the
annuity
 
6
<PAGE>
payment   to  be  received  by  the  annuitant  after  the  withdrawal  will  be
recalculated  and  the  guaranteed  minimum  annuity  payment  amount  must   be
redetermined  as well, both  of which will  be adjusted downward  to reflect the
withdrawal of cash values. For a description of the operation of the  contract's
provisions  on withdrawal and surrender see  the heading "Redemptions," found on
page 17 of this Prospectus.
  WHEN WITHDRAWALS ARE TAKEN  FROM THE CASH VALUE,  ALL AMOUNTS RECEIVED BY  THE
TAXPAYER ARE TAXABLE AS ORDINARY INCOME IN THE YEAR IN WHICH THE WITHDRAWALS ARE
TAKEN.  THOSE AMOUNTS ARE TAXABLE TO THE RECIPIENT WITHOUT REGARD TO THE OWNER'S
INVESTMENT IN THE  CONTRACT OR  ANY INVESTMENT GAIN  IN THE  CONTRACT. FOR  MORE
INFORMATION  ON THESE MATTERS, SEE THE HEADING  "FEDERAL TAX STATUS," ON PAGE 19
OF THIS PROSPECTUS. CONSULT WITH YOUR TAX ADVISER.
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.
 
WHAT ANNUITY OPTIONS ARE AVAILABLE?
The contracts allow for  the selection of one  of two variable annuity  options.
One  provides for  lifetime variable  annuity payments  based on  the life  of a
single annuitant, the other provides for the lifetime variable annuity  payments
based upon the combined lives of joint annuitants.
 
WHAT HAPPENS IF THE ANNUITANT DIES?
If  the annuitant,  or one  of the  named joint  annuitants dies  before annuity
payments begin, we will  pay a death  benefit to you  or the named  beneficiary.
This  death benefit will be  the sum of the  contract's total annuity value plus
the amounts deducted from  the contract's purchase  payments for sales  charges,
risk charges and state premium taxes, where applicable.
  If  the annuitant dies after annuity payments  have begun, or after the second
death in the case of joint annuitants,  we will pay a death benefit which  shall
be  equal to  the cash  value, if  any, of the  contract as  of the  date of the
annuitant's death. The death  benefit will be paid  to the beneficiary named  in
the  application for the contract or as  subsequently changed. In each case, the
beneficiary may elect to  receive annuity payments during  the remainder of  the
cash  value period  rather than  a lump  sum benefit.  For a  description of the
calculation of the  amount of those  annuity payments, please  see the  headings
"Annuity  Payments and Options" and "Death Benefits" found on pages 13 and 15 of
this Prospectus, respectively.
 
WHAT VOTING RIGHTS DO YOU HAVE?
Contract owners and  annuitants will  be able  to direct us  as to  how to  vote
shares  of the  Portfolio held  for their  contracts in  the Sub-Account  of the
Separate Account. For more information on  this subject, please see the  heading
entitled "Voting Rights," found on page 12 of this Prospectus.
 
- --------------------------------------------------------------------------------
EXPENSE TABLE
 
The  following  contract  expense  information  is  intended  to  illustrate the
expenses of the  individual, immediate 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.
 
INDIVIDUAL, IMMEDIATE VARIABLE ANNUITY CONTRACT
CONTRACT OWNER TRANSACTION EXPENSES
 
<TABLE>
<CAPTION>
                                                SALES CHARGE AS A
                 CUMULATIVE                       PERCENTAGE OF
           TOTAL PURCHASE PAYMENTS              PURCHASE PAYMENTS
- ---------------------------------------------  --------------------
<S>                                            <C>
$      0 to  499,999.99......................        4.500%
 500,000 to  749,999.99......................        4.125%
 750,000 to 1,000,000.00.....................        3.750%
</TABLE>
 
                                                                               7
<PAGE>
 
<TABLE>
<S>                                                                <C>
Risk Charge......................................................                 1.25%
                                                                                 ------
    Total Contract Expenses (assuming maximum sales charge)......                 5.75%
                                                                                 ------
                                                                                 ------
    SEPARATE ACCOUNT ANNUAL EXPENSES
    (as a percentage of average account value)
    Mortality and Expense Risk Fees*.............................                 0.80%
    Administrative Charge*.......................................                 0.15%
                                                                                 ------
        Total Separate Account Annual Expenses...................                 0.95%
                                                                                 ------
                                                                                 ------
</TABLE>
 
<TABLE>
<S>                                                                <C>
MIMLIC SERIES FUND, INC. INDEX 500 PORTFOLIO ANNUAL EXPENSES
(as a percentage of average net assets)
    Index 500 Portfolio
    Management Fees..............................................                  .40%
    Other Expenses...............................................                  .07%
                                                                                  -----
        Total Index 500 Portfolio Annual Expenses................                  .47%
                                                                                  -----
                                                                                  -----
EXAMPLE:
</TABLE>
 
<TABLE>
<CAPTION>
                                                                    1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                                   --------   --------   --------   --------
<S>                                                                <C>        <C>        <C>        <C>
    Whether or not you surrender your contract at the end of the
      applicable time period:
        You would pay the following expenses on a $10,000
          investment as of the end of the period indicated,
          assuming a 5% annual return on assets:.................  $   711    $   999    $  1,307   $ 2,179
</TABLE>
 
*Under  the terms of the contract, total  mortality and expense risk fees may be
increased to as much as 1.40%  (provided any necessary regulatory approvals  are
obtained)  and the administrative charge may be increased to as much as .40% (if
administrative costs have increased accordingly).
 
These figures are  based on  the assumption  that the  contract will  accumulate
value  prior to the annuity  payment commencement date at  a 5% annual return on
assets for  one and  three  years, respectively.  The maximum  period  allowable
between  the issuance of a contract and  the commencement of annuity payments is
one year.
  The tables shown  above 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  applicable law.  The examples  contained in  this table
should not be  considered a representation  of past or  future expenses.  Actual
expenses may be greater or less than those shown.
 
- ------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
 
No  condensed  financial  information is  included  in this  Prospectus  for the
Variable Annuity Account  because no  variable annuity contracts  of this  class
have been sold prior to the date of this Prospectus.
 
- ------------------------------------------------------------------------
PERFORMANCE DATA
 
From  time  to  time the  Variable  Annuity Account  may  publish advertisements
containing performance data relating to  the Sub-Account. Performance data  will
consist  of  average  annual total  return  quotations for  recent  one-year and
five-year periods  and  for  the  period  since  June  1,  1987,  the  date  the
Sub-Account  first became available pursuant to other registration statements of
the Variable Annuity Account. Performance data may also include cumulative total
return quotations for  the period  since June 1,  1987 or  average annual  total
return quotations for periods other than as described above. Performance figures
are  based  on historical  performance information  on  the assumption  that the
contracts offered by this Prospectus were available for sale on June 1, 1987 and
could accumulate value prior to the
 
8
<PAGE>
commencement  of annuity payments for periods in excess of one year. The figures
are not intended to suggest that such performance will continue in the future.
  Average annual total return figures are the average annual compounded rates of
return required for an  initial investment to equal  its total annuity value  at
the  end of  the period.  The surrender  value will  reflect the  sales and risk
charges deducted from purchase payments as  well as all other contract  charges.
Cumulative  total return figures are the percentage changes between the value of
an initial investment  and its total  annuity value  at the end  of the  period.
Cumulative  total return figures  will not reflect the  deduction of any amounts
from  purchase  payments.  Cumulative  total  return  figures  will  always   be
accompanied by average annual total return figures. More detailed information on
the computations is set forth in the Statement of Additional Information.
 
- ------------------------------------------------------------------------
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.  SEPARATE 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  (the "Commission")  under the  Investment Company  Act of  1940 (the
"1940 Act"), but  such registration  does not  signify that  the Securities  and
Exchange  Commission supervises the  management, or the  investment practices or
policies, of the Separate Account. The Separate Account meets the definition  of
a "separate account" under the federal securities laws.
  The  Minnesota law under  which the Separate  Account was established provides
that the assets of the Separate 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  Separate  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 Separate Account has one Sub-Account to which contract owners may allocate
purchase payments  to  the contracts  described  in this  Prospectus.  The  only
Sub-Account  which is  available to  the contract is  that which  invests in the
Index 500 Portfolio.
 
C.  MIMLIC SERIES FUND, INC.
The Separate Account currently invests  exclusively in MIMLIC Series Fund,  Inc.
(the  "Fund"), a mutual fund of the series type which is advised by MIMLIC Asset
Management Company.  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 Separate 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.
  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.
  The only  Portfolio of  the Fund  which  is available  for investment  by  the
contract described in this Prospectus is the Index 500 Portfolio.
  A  prospectus for  the Fund  is attached to  this Prospectus.  A person should
carefully read the Fund's prospectus before investing in the contract.
 
                                                                               9
<PAGE>
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 Separate  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 total annuity  values
and cash values, future purchase payments and future annuity payments.
  We  reserve the right  to transfer assets  of the separate  account to another
separate account. If this type of  transfer is made, the term separate  account,
as  used in  the contract,  shall then  mean the  separate account  to which the
assets were transferred.
  We may also establish additional Sub-Accounts  in the Separate Account and  we
reserve  the right to  add, combine or  remove any Sub-Accounts  of the Separate
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 Separate 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  Separate
Account  under the Investment Company Act of  1940 (the "1940 Act"), to restrict
or eliminate  any voting  rights of  the  contract owners,  and to  combine  the
Separate 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
 
Under  this contract,  there are certain  deductions for charges  which are made
from purchase payments and other charges which are made directly to the Separate
Account. Deductions  from purchase  payments are  made for  sales charges,  risk
charges  and state premium taxes, where applicable. Deductions for the mortality
risk charge, expense risk charge and the administrative charge are all  deducted
on each valuation date from the Separate Account.
 
A.  SALES CHARGES
A  sales charge  is deducted  from the  purchase payments  using the percentages
shown in the table below:
 
<TABLE>
<CAPTION>
                                 SALES CHARGE AS A
  CUMULATIVE TOTAL PURCHASE        PERCENTAGE OF
          PAYMENTS               PURCHASE PAYMENTS
- -----------------------------  ---------------------
<S>                            <C>
$            0 to  499,999.99         4.500%
       500,000 to  749,999.99         4.125%
      750,000 to 1,000,000.00         3.750%
</TABLE>
 
  The applicable percentage from the chart will be based on the total cumulative
purchase payments to the date of payment, including the new purchase payment. In
addition, for purchases  of multiple  contracts made  by an  identical owner  or
owners  at different times,  purchase payments made under  all contracts will be
aggregated solely for the purpose of determining the sales charge applicable  to
those  purchase payments made to later  contracts. For additional information on
multiple contracts, see  the heading "Federal  Tax Status," on  page 19 of  this
Prospectus.
  These sales charges may be waived in whole or in part in certain circumstances
where   sales  expenses  are  not  paid  at  the  time  of  sale  to  registered
representatives and broker-dealers responsible for the sale of the contracts  or
where  the contract is sold in  anticipation of reduced expenses. No elimination
or  reduction   of   the   sales   charge   will   be   permitted   where   that
 
10
<PAGE>
reduction or elimination would be unfairly discriminatory to any person or class
of persons.
 
B.  RISK CHARGE
A  risk charge is also deducted from  each purchase payment for our guarantee of
the minimum  annuity  payment amount  shown  on page  one  of the  contract  and
described  herein  under the  heading  "The Guaranteed  Minimum  Annuity Payment
Amount", on page 15 of this Prospectus. The risk charge may be as much as 2%  of
each purchase payment. Currently, a deduction for this charge is made at the per
annum  rate of 1.25% of purchase payments made to the contract. This rate is not
guaranteed for future purchase payments made  under the contract and may  change
based  upon our experience in guaranteeing the annuity payment levels based upon
the performance of the Portfolio.
  If this deduction proves to  be insufficient to cover  the actual cost of  the
risk  assumed by us in  providing a guaranteed minimum as  to the amount of each
variable annuity  payment  made  under  a contract,  then  we  will  absorb  the
resulting  losses and make sufficient transfers to the Separate Account from our
General Account, where appropriate. Conversely, if these deductions prove to  be
more  than sufficient after the establishment of any contingency reserves deemed
prudent or required by law, any excess will be profit (or "surplus") to us.
 
C.  MORTALITY AND EXPENSE RISK CHARGES
We assume the mortality risk under  the contracts by our obligation to  continue
to  make scheduled annuity  payments, determined in  accordance with the annuity
rate tables and other provisions contained  in the contracts, to each  annuitant
regardless  of how long that annuitant lives  or all annuitants as a group live.
This assures an  annuitant that  neither the  annuitant's own  longevity nor  an
improvement  in life  expectancy generally  will have  an adverse  effect on the
scheduled annuity payments received under the contract. Actual mortality results
incurred by us  shall not  adversely affect any  payments or  values under  this
contract.
  We assume an expense risk by assuming the risk that deductions provided for in
the  contracts for  the sales  and administrative  expenses will  be adequate to
cover our actual expenses incurred. Actual expense results incurred by us  shall
not adversely affect any payments or values under this contract.
  For  assuming these risks,  we currently make  a deduction from  the net asset
value of the Separate Account of an  amount, computed daily, equal to an  annual
rate  of .80% for mortality  and expense risk guarantees.  This is composed of a
deduction of  0.55% for  the mortality  expense risk  charge and  0.25% for  the
expense  risk  charge. We  reserve  the right  to  increase the  charge  for the
assumption of the mortality risk to 0.80% and the assumption of expense risks to
0.60%. If these charges are increased to the maximum amount, then the total  for
the  mortality risk and expense risk charges  would be 1.40% on an annual basis.
Any such increase of the total charges  above 1.25% on an annual basis would  be
subject to the approval of the Securities and Exchange Commission.
  For  a discussion of how  these charges are applied  in the calculation of the
annuity unit value, please  see the discussion  entitled "Purchase Payments  and
Value of the Contract" on page 16.
  If  these deductions prove to be insufficient  to cover the actual cost of the
expense and mortality  risks assumed by  us, then we  will absorb the  resulting
losses  and make sufficient  transfers to the Separate  Account from our General
Account, where appropriate.  Conversely, if  these deductions prove  to be  more
than  sufficient  after the  establishment  of any  contingency  reserves deemed
prudent or required by law, any excess will be profit (or "surplus") to us. Some
or all of such profit may be used to cover any distribution costs not  recovered
through the sales charge.
 
D.  ADMINISTRATION 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  the contract,  the  receipt  of  purchase payments,
forwarding amounts to the Fund for investment, the calculation of the guaranteed
minimum annuity payment amount, 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 Separate Account at the annual  rate of 0.15%. We reserve the right  to
increase  this  charge, based  upon our  experience with  these contracts,  to a
maximum which shall not exceed the amount of 0.40%.
 
                                                                              11
<PAGE>
VOTING RIGHTS
 
We will vote fund shares held in the Separate Account at the regular and special
meetings of  the  Fund.  We  will  vote  shares  attributable  to  contracts  in
accordance  with  instructions received  from  the annuitant  or  annuitants or,
during the surrender period of the  contract, from the owner, if different  from
the  annuitants. In the  event no instructions  are received from  the person or
persons entitled to direct such a vote, we will vote shares attributable to that
contract in  the  same  proportion  as  shares of  the  Portfolio  held  by  the
Sub-Account  for which  instructions have been  received. If,  however, the 1940
Act, any regulation under that  Act, or any interpretations  of that Act or  the
regulations  under it, should change so that we may be allowed to vote shares in
our own right, then we may elect to do so.
  The number of votes will be determined by dividing the total annuity value for
each contract allocated to the Sub-Account by  the net asset value per share  of
the  underlying Fund shares held by  that Sub-Account. The votes attributable to
any particular contract will decrease  as the reserves decrease. In  determining
any voting interest, fractional shares will be recognized.
  We will notify each person entitled to vote of a Fund shareholders' meeting if
the  shares held for his or  her contract may be voted  at that meeting. We will
also provide proxy materials and a  form of instruction to facilitate  provision
of voting instructions.
 
- ------------------------------------------------------------------------
DESCRIPTION OF THE CONTRACTS
 
A.  GENERAL PROVISIONS
 
1.  TYPES OF CONTRACTS OFFERED
 
    (a) Variable Annuity Contract
 
    The  contract is an individual,  immediate, variable annuity contract issued
    by us which provides for scheduled annuity payments on a monthly, quarterly,
    semi-annual or annual basis. These  payments may begin immediately and  must
    begin  on a  date within  12 months  after the  issue date  of the contract.
    Purchase payments  received by  us under  a contract  are allocated  to  the
    Separate  Account. In the  Separate Account, your  purchase payments are put
    into a Sub-Account which are then invested in the Portfolio.
 
    This type of contract  may be used  in connection with  a pension or  profit
    sharing  plan under which plan contributions  have been accumulating. It may
    be used in  connection with  a plan which  has previously  been funded  with
    insurance  or annuity contracts. It may also be purchased by individuals not
    as a  part of  any qualified  plan.  The contract  provides for  a  variable
    annuity  which is paid on the basis of  a single or joint life annuity. Once
    made, the annuity option elected may not be changed.
 
2.  ISSUANCE OF CONTRACTS
The contracts are issued  to you, the contract  owner named in the  application.
The  owner of the contract may be the annuitant or someone else and the contract
may be owned by two persons jointly.
 
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. Such a modification will be in writing. You will have the
right  to accept or reject the modification, except in circumstances where, when
the contract is used in a tax-qualified arrangement, and the change is  required
to conform the contract with tax laws or regulations.
 
4.  ASSIGNMENT
The  annuitant,  or  the joint  annuitants,  can  direct or  assign  the annuity
payments to be made under the contract so that they are paid to someone else. We
will not be bound by any assignment until we have recorded a written request  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 before it  was
recorded.  Any  claim  made by  an  assignee will  be  subject to  proof  of the
assignee's interest and the extent of the 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
 
12
<PAGE>
for the performance of an  obligation or for any  other purpose. To the  maximum
extent  permitted by  law, benefits payable  under the contract  shall be exempt
from the claims of creditors.
 
5.  LIMITATIONS ON PURCHASE PAYMENTS
Purchase payments must be  made at our  home office. Our home  office is at  400
Robert  Street North, St. Paul, Minnesota 55101-2098. When we receive a purchase
payment from you at our home office,  we will send you a confirmation  statement
and an updated page one for the contract.
  A  purchase payment in an amount of at least $10,000 will be required in order
for us  to issue  the contract.  A contract  will not  be issued  if an  initial
purchase payment is made which is less than that amount.
  After the contract has been issued, you may make additional purchase payments,
but  only during  the cash value  period of the  contract as shown  on page one.
These additional  purchase payments  may be  made only  while the  annuitant  is
alive.  Additional purchase payments must be in an amount of at least $5,000. We
will waive this  contract provision  for amounts  which are  received after  the
contract  effective  date as  part  of an  integrated  rollover or  Section 1035
transaction. When additional purchase payments are made, those purchase payments
will not result in a recalculation of the owner's investment in the contract and
a determination  of  a new  exclusion  amount.  For more  information  on  these
matters,  see the heading "Federal Tax Status," in this Prospectus. You may also
wish to consult with your tax adviser. WE RESERVE THE RIGHT TO SUSPEND THE  SALE
OF  THESE CONTRACTS  AND TO TERMINATE  YOUR ABILITY TO  MAKE ADDITIONAL PURCHASE
PAYMENTS INTO THE CONTRACT.
  You may not make total purchase payments which exceed the amount of $1,000,000
except with our prior consent.
  Some states  will limit  these  contracts to  a  single purchase  payment  and
contracts issued there are so limited.
  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 to 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 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 and  expense experience is  more favorable than  assumed. When  any
distribution of divisible surplus is made, it will take the form of the purchase
of additional annuity units.
 
B.  ANNUITY PAYMENTS AND OPTIONS
 
1.  ANNUITY PAYMENTS
Variable annuity payments are determined on the basis of (a) the mortality table
specified  in the contract, which reflects the age of the annuitant or the joint
annuitants, and (b) the investment performance of the Sub-Account. The amount of
the variable  annuity  payments  will  not  be  affected  by  adverse  mortality
experience or by an increase in our expenses in excess of the expense deductions
provided  for in the contract.  The annuitant will receive  the value of a fixed
number of annuity  units on each  scheduled annuity payment  date. The value  of
such  units, and thus the amount of  each scheduled annuity payment will reflect
investment gains and losses and investment  income of the Portfolio. The  amount
of the annuity payment may increase or decrease from one annuity payment date to
the next unless affected by the guaranteed minimum annuity payment amount.
 
                                                                              13
<PAGE>
2.  ELECTING THE ANNUITY COMMENCEMENT DATE
The  contracts are issued as immediate annuities  on the contract date. When you
purchase a contract, you must indicate  the annuity commencement date which,  in
any  event, must be within 12 months  from the contract date. Some jurisdictions
may restrict this time limit to a shorter period.
  An annuity payment may begin on any day of the month. Annuity payments may  be
received on a monthly, quarterly, semi-annual or annual basis.
  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.  ANNUITY FORMS
The contracts provide for two lifetime annuity forms, a life annuity or a  joint
and  last survivor annuity. Each  annuity payment option is  available only as a
variable annuity. No additional optional  annuity forms are provided or  allowed
under the contracts.
 
LIFE ANNUITY
This  is  a scheduled  annuity  payable during  the  lifetime of  the annuitant.
Annuity payments terminate with the  last scheduled payment preceding the  death
of the annuitant if the annuitant's death occurs after the cash value period has
expired.  If the  annuitant dies during  the cash value  period, the beneficiary
will be paid a death benefit that  permits the beneficiary to elect to  continue
receiving payments until the end of the cash value period or to withdraw some or
all of the cash value amount. Annuity payment amounts payable as a death benefit
will be reduced for any cash value withdrawals received by the beneficiary.
 
JOINT AND LAST SURVIVOR ANNUITY
This  is a scheduled annuity payable during  the joint lifetime of the annuitant
and a designated joint annuitant and continuing thereafter during the  remaining
lifetime  of the survivor. If the last  surviving annuitant dies during the cash
value period, the  beneficiary will  be paid a  death benefit  that permits  the
beneficiary  to elect to continue  receiving payments until the  end of the cash
value period or  to withdraw  some or  all of  the cash  value. Annuity  payment
amounts  payable  as  a  death  benefit  will  be  reduced  for  any  cash value
withdrawals received by the beneficiary. If this option is elected, the contract
and payments  shall  then  be  the  joint property  of  the  annuitant  and  the
designated joint annuitant.
  The  amount of the first scheduled payment depends on the annuity form elected
and the age of the annuitant and the joint annuitant, if any.
 
4.  DETERMINATION OF AMOUNT OF VARIABLE ANNUITY PAYMENTS
Unless annuity  payments are  based on  the guaranteed  minimum annuity  payment
amount,  the dollar  amount of  each variable  annuity payment  is equal  to the
number of annuity units credited to the contract multiplied by the annuity  unit
value  as of the due date of the  payment. A number of annuity units is credited
at issuance  of the  contract  based upon  the  initial annuity  payment  amount
attributable  to the  initial purchase  payment received  for the  contract. The
number of annuity  units to be  credited is determined  by dividing the  initial
annuity  payment amount by the  annuity unit value as  of the contract date. The
number of  annuity units  remains unchanged  except as  adjusted for  additional
purchase  payments, cash value withdrawals or  an annuitant's death. For further
information on the crediting of annuity  units, see "Crediting Annuity and  Cash
Value Units" below.
  The  initial annuity  payment amount  is determined  by applying  the purchase
payment, net of deductions, to the appropriate annuity purchase rate per $1,000.
Deductions from purchase payments may  include premium taxes imposed by  certain
states  depending upon the type of  plan involved. Where applicable, these taxes
currently range from 0% to 3.5%.
  The initial annuity  payment amount depends  on the annuity  form elected  and
upon  the  adjusted age  of the  annuitant and  the joint  annuitant, if  any. A
formula for determining the adjusted age of persons receiving contract  payments
is  contained in the contract. The initial  annuity payment amount is also based
upon annuity payment purchase rate tables which assume an interest rate of  4.5%
per  annum. The 4.5% interest rate assumed in the variable annuity determination
will produce level annuity  payments if the  net investment performance  remains
constant at 4.5% per year. Subsequent payments will decrease, remain the same or
increase  depending upon whether  the actual net  investment performance is less
than, equal to, or greater than 4.5%.
 
14
<PAGE>
5.  AMOUNT OF SECOND AND SUBSEQUENT SCHEDULED ANNUITY PAYMENTS
Unless annuity  payments are  based on  the guaranteed  minimum annuity  payment
amount,  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 payment to payment.
 
6.  THE GUARANTEED MINIMUM ANNUITY PAYMENT AMOUNT
You will  receive  at  least  the  guaranteed  minimum  annuity  payment  amount
specified  in your contract. Each variable  annuity payment will vary upwards or
downwards in accordance with the performance of the Sub-Account unless it  would
be  less than the guaranteed minimum annuity  payment amount. Under the terms of
the contract's guarantee provisions, at each  annuity payment date, we will  pay
the  annuitant  or annuitants  the greater  of: (a)  the annuity  payment amount
determined by multiplying  the number of  annuity units times  the annuity  unit
value;  or (b) the guaranteed minimum  annuity payment amount currently in force
for the contract.
  We guarantee that variable annuity payments will always be at least 85% of the
initial variable annuity payment amount. This guaranteed amount is determined on
the contract issue date and shown on page one of the contract. If an  additional
purchase  payment is made, we will guarantee that variable annuity payments will
always be at  least 85% of  the annuity amount  attributable to that  additional
purchase  payment,  plus  the amount  already  guaranteed  at the  time  of that
purchase payment.  Withdrawals of  cash value  amounts under  the contract  will
reduce  the guaranteed  annuity payment amount  by the same  proportion that the
withdrawal reduces the number of annuity units under the contract.
 
C.  DEATH BENEFITS
The contracts provide that in the event of the death of the annuitant or a joint
annuitant before the annuity commencement date, a death benefit will be paid  to
you or, if applicable, to your beneficiary. This death benefit will be paid when
we  receive due proof, satisfactory to us, of the death at our home office. This
death benefit will be the  sum of the total annuity  value of the contract  plus
the amounts deducted from your purchase payments for sales charges, risk charges
and  state premium  taxes where  applicable. Death  proceeds will  be paid  in a
single sum to the beneficiary designated to receive a lump sum benefit.  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 an owner's death.
  The contracts provide that in the event  of the death of the annuitant or  the
second  joint annuitant after annuity payments have  begun, we will pay the cash
value of the contract, if any, as a lump sum death benefit. The beneficiary will
be the  person or  persons named  in the  application for  this contract  or  as
subsequently changed by you. In that event, we will pay the death benefit to the
beneficiary  named in your last change of beneficiary request as provided for in
the contract.
  If you are not an annuitant and you die,  or if any joint owner who is not  an
annuitant  dies, a death  benefit will be  paid. This death  benefit will be the
same amount as the amount  that would be paid on  the death of the annuitant  or
joint  annuitant and will be  paid out in the same  manner, except that if death
occurs before the annuity payment commencement date, such death benefit will  be
paid  out within five years of the date of death. On the payment of such a death
benefit in the event of the death  of the owner, no other contract benefits  are
then payable.
  You can file a written request with us to change the beneficiary. Your written
request  will not be effective until it  is recorded in our home office records.
After it has been recorded,  it will take effect as  of the date you signed  the
request.  However, if a death  occurs before the request  has been recorded, the
request will not be effective as to  any death proceeds we have paid before  the
request   was  recorded  in  our  home  office.  If  a  beneficiary  dies,  that
beneficiary's interest in  a contract  ends with his  or her  death. Only  those
beneficiaries who survive will be eligible to share in the amount payable to the
beneficiary  at the annuitant's death. If there is no surviving beneficiary upon
the death of the annuitant, any remaining value of death benefit payable to  the
beneficiary will be paid to the annuitant's estate.
  If  the  death  benefit is  payable  after  annuity payments  have  begun, the
beneficiary may elect to  receive annuity payments during  the remainder of  the
cash value period rather than a lump sum benefit. However, the number of annuity
units  will be set as a number equal to the number of cash value units as of the
date of the annuitant's death. The annuity payments to
 
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the beneficiary will  terminate at  the end  of the  cash value  period and  the
guaranteed  minimum annuity payment amount will be adjusted in proportion to any
change in  the number  of  annuity units.  The  new guaranteed  minimum  annuity
payment  amount will be  equal to the guaranteed  minimum annuity payment amount
just prior to the annuitant's death,  multiplied by the number of annuity  units
after  the annuitant's death divided by the number of annuity units prior to the
annuitant's death.
  If the beneficiary  elects to continue  the annuity payments,  the cash  value
will  also continue on  the beneficiary's behalf  as part of  the death benefit.
This allows the beneficiary to withdraw any  or all of the cash value  available
at  any  time  during  the  remaining cash  value  period.  As  with  cash value
withdrawals while  the  annuitant  is  alive,  cash  value  withdrawals  by  the
beneficiary  after the annuitant's death will reduce future annuity payments and
the guaranteed minimum annuity payment amount  based on the reduced interest  in
the  Separate Account as described under the heading "Withdrawals and Surrender"
on page 17 of this Prospectus.
  Death benefits  payable after  the annuitant's  death must  be distributed  at
least as rapidly as under the method elected by the annuitant or annuitants.
 
D.  PURCHASE PAYMENTS AND VALUE OF THE CONTRACT
 
1.  CREDITING ANNUITY AND CASH VALUE UNITS
Application  forms  are completed  by the  applicant and  forwarded to  our home
office when the contract is originally  issued. 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. The  initial  purchase payment  for  the
contract must be an amount of at least $10,000.
  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 and
accepted. 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  annuity
units  and cash value units. 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, except for the initial purchase payment. The
number of annuity and  cash value units credited  with respect to each  purchase
payment   is  determined  by   dividing  the  initial   annuity  payment  amount
attributable to the purchase payment by the then current annuity unit value  for
the Sub-Account on the date the purchase payment is credited.
  The  net amount of each purchase payment, after deductions, will be applied to
purchase an additional initial annuity payment amount at least as great as  that
determined  by using the guaranteed annuity  payment purchase rate table for new
purchase payments  included  in the  contract.  The guaranteed  annuity  payment
purchase rates used for new purchase payments as shown in the contract are based
on  a 4.5% assumed interest  rate and Individual Annuity  1983 Table A mortality
rates projected to the terminal age of the table using projections scale G.  If,
when  a  purchase payment  is  made, we  are using  a  table of  annuity payment
purchase rates for new purchase payments for this class of contract which  would
result in a larger initial annuity payment, we will use that table instead.
  The  number of annuity and cash value units so determined shall not be changed
by any subsequent change in the  value of a unit, but  the value of a unit  will
vary  from valuation date to valuation date to reflect the investment experience
of the Sub-Account.
  We will  determine  the value  of  annuity units  on  each day  on  which  the
Portfolio of the Fund is valued.
  Cash  value units will be credited for each purchase payment in a number equal
to the number of annuity units credited for each respective purchase payment.
 
2.  TOTAL ANNUITY VALUE OF THE CONTRACT
The total annuity value of the contract at any time is the present value of  the
future  annuity  payments expected  to  be made  under  the contract.  The total
annuity value represents your total interest in the Separate Account.
  When the annuitant is alive,  the total annuity value is  equal to the sum  of
the number of cash value units, multiplied by the annuity unit value, multiplied
by  the appropriate factor from the total annuity value factor table(s) included
in the contract; plus  the number of  annuity units in excess  of the number  of
cash   value   units,  multiplied   by  the   annuity  unit   value,  multiplied
 
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<PAGE>
by the appropriate factor from the total annuity value factor table(s)  included
in the contract.
  After  the annuitant's  death, if the  beneficiary elects  to continue annuity
payments for the  remainder of the  cash value period,  the total annuity  value
will be equal to the cash value at all times during the cash value period.
 
3.  VALUE OF THE ANNUITY UNIT
The value of an annuity unit for the Sub-Account is determined on each valuation
date  by using the product of: (a) the value of an annuity unit on the preceding
valuation date,  (b) the  net  investment factor  for  the Sub-Account  for  the
valuation  period ending on the  current valuation date, and  (c) a daily factor
(.999879) which adjusts the value for the effect in the valuation period of  the
4.5%  annual  assumed  interest  rate  that has  already  been  built  into each
contract's total annuity value, cash value and annuity payment calculations.
 
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 the Sub-Account, the
net investment factor for  a valuation period is  the gross investment rate  for
the  valuation  period, less  a  deduction for  the  mortality and  expense risk
charges and the administrative charge at the current rate of 0.95% per annum.
  The gross investment rate is equal to: (1) the net asset value of a  Portfolio
share  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 of  a Portfolio  share determined  at the  end of  the
preceding  valuation  period.  The  gross investment  rate  may  be  positive or
negative.
 
E.  REDEMPTIONS
 
1.  WITHDRAWALS AND SURRENDER
Withdrawals are not  allowed prior to  the "cash value  period" which  commences
when  annuity payments begin.  At any time  during the cash  value period of the
contract, you may request a withdrawal from the cash value of the contract. Each
withdrawal must be in an amount  of at least $500 or,  if the cash value of  the
contract  is less than that amount, the total of any remaining cash value in the
contract must be  withdrawn. Other  restrictions on withdrawals  may be  present
when  the contract is used  in conjunction with tax  qualified programs. See the
heading "Federal Tax Status,"  on page 19  in this Prospectus.  You must make  a
written request for any withdrawal or surrender.
  You  may  surrender  the  contract  at any  time  before  the  annuity payment
commencement date. The annuity  payment commencement date is  the day the  first
annuity  payment is made under the contract and  it is the beginning of the cash
value period. If you make a  surrender request, you will receive the  contract's
surrender  value. The surrender  value will be determined  on the valuation date
coincident with or next  following the day your  written request is received  at
our home office.
  Withdrawal  or surrender proceeds  will be paid  in a single  sum within seven
days of our receipt of your written request.
 
    (a) Determination of Surrender Value
 
    The surrender value of a contract is the total annuity value of the contract
    as of the  date of surrender  plus the amounts  deducted from your  purchase
    payments  for  sales charges,  risk charges  and  state premium  taxes where
    applicable. As this  surrender value is  available only until  the time  the
    first  annuity payment  is made under  the contract, this  provision has the
    effect of providing a  return of your contract's  charges, the net  purchase
    payments, plus or minus investment gains or losses and less Separate Account
    charges,  up  until the  time  of that  payment.  As the  maximum  period of
    deferral is  12 months  after the  Contract Date,  this provision  offers  a
    benefit which is limited in time.
 
    (b) Determination of Cash Value
 
    The  cash value of the contract is  not guaranteed. The cash value decreases
    as annuity payments are made, but  also increases or decreases based on  the
    performance of the Sub-Account of the Separate Account given by the relative
    change in the annuity unit value.
 
    A  withdrawal of all or a portion of the cash value of the contract, subject
    to the dollar  limitations described  above, may  be made  during the  "cash
    value  period" of the contract.  The amount of the  cash value available for
    withdrawal is equal to: (a) times (b) times (c), where (a) is the number  of
    cash  value units credited to the contract,  (b) is the current annuity unit
    value and (c) is the appropriate cash  value factor set forth in a table  in
    the contract. The
 
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<PAGE>
    cash  value period  begins at the  annuity payment commencement  date of the
    contract and runs for a period  approximately equal to the annuitant's  life
    expectancy  at the  time the  contract is issued.  The number  of cash value
    units and the cash value period are shown on page one of the contract. A new
    page one will be provided to you if you make subsequent purchase payments or
    withdrawals. This  will  inform  you  of the  number  of  cash  value  units
    remaining in your contract.
 
    The  number  of cash  value  units credited  under  a contract  is  based on
    purchase payments to, and cash withdrawals from, the contract. On the  issue
    date  of the contract  the number of cash  value units will  be equal to the
    number of annuity units credited to the contract. (The crediting of  annuity
    units  is  discussed under  the heading  "Crediting  Annuity and  Cash Value
    Units" found  on page  16 in  this Prospectus.)  Normally, withdrawals  will
    reduce  both the number of cash value  units and the number of annuity units
    but at different rates, so that after a withdrawal the number of cash  value
    units will no longer equal the number of annuity units. For a description of
    the  manner in which withdrawals affect the  cash value of the contract, see
    "Effect of Withdrawals on Cash Value," below.
 
    (c) Effect of Withdrawals on Cash Value
 
    A withdrawal during the cash value  period reduces the number of cash  value
    units of the contract. The new number of cash value units after a withdrawal
    is  equal to the  number of cash  value units just  prior to the withdrawal,
    multiplied by  the cash  value  prior to  withdrawal,  less the  cash  value
    withdrawn,  divided by the cash value  prior to withdrawal. Cash value units
    are reduced on a last in, first out basis. Therefore, if additional purchase
    payments were made to the  contract after its issue,  the value of the  cash
    value  units attributable to those payments will be valued and cashed out as
    withdrawals first, running backwards in  time until the values  attributable
    to the initial purchase payment are reached.
 
    (d) Annuity Payment Determinations after Withdrawals
 
    A  cash value withdrawal will affect future annuity payments by reducing the
    number of  annuity units,  the  basis for  determining  the amount  of  such
    payments.  The new number of annuity units following a cash value withdrawal
    will depend on whether or  not the annuitant is alive  at the time the  cash
    value  withdrawal is made. If the annuitant  is not alive, in other words if
    the withdrawal is made by the beneficiary as part of the death benefit,  the
    new  number  of annuity  units will  equal  the number  of cash  value units
    following the  withdrawal. At  the death  of the  annuitant, the  number  of
    annuity  units is adjusted, if  necessary, to equal the  then number of cash
    value units, and this equivalency  is continued through any subsequent  cash
    value withdrawals.
 
    If  the annuitant is alive at the  time of the withdrawal, the adjustment of
    subsequent annuity payments that  occurs after a  withdrawal is designed  to
    produce a new level of annuity payments -- assuming a rate of return exactly
    equal  to 4.5% -- over the remaining lifetime of the contract, including the
    period after the  end of  the cash value  period. After  such a  withdrawal,
    there  will be less cash  value to support benefit  payments during the cash
    value period,  so that  the same  level of  annuity payments  as before  the
    withdrawal  cannot be maintained  during the cash value  period. In order to
    levelize payments -- again, based on the assumption of a 4.5% return -- both
    before and  after the  end of  the cash  value period,  it is  necessary  to
    "redistribute" annuity payments, reducing payments after the end of the cash
    value  period and using  the portion of the  excess reserves attributable to
    the reduction to increase  payments during the cash  value period above  the
    level that could be supported by the remaining cash value alone to the level
    payable  after  the  cash value  period.  (As a  result,  even if  all  of a
    contract's cash value  is withdrawn,  annuity payments will  continue to  be
    made, although at a considerably reduced level.)
 
    If  the annuitant is alive  at the time of  the withdrawal, annuity payments
    after a withdrawal are determined as follows. When a withdrawal occurs,  the
    total  annuity value of the contract is  recomputed by adding the sum of the
    new cash value
 
18
<PAGE>
    immediately after the withdrawal and the contract's excess reserves. The new
    total annuity value is  then converted into a  new "initial annuity  payment
    amount,"  based on  tables set  forth in the  contract, and  the new initial
    annuity payment amount is in turn  converted into annuity units by  dividing
    it  by the annuity unit value on the  date of the withdrawal. The tables are
    actuarially computed to produce  a level annuity  payment for the  remaining
    lifetime of the contract based on an interest rate of 4.5% and the mortality
    rates  originally applied to  purchase payments received  under the contract
    (which cannot be  less favorable than  the Individual Annuity  1983 Table  A
    mortality  rates projected to the terminal age of the table using projection
    scale G). When a cash  value withdrawal is made, we  will inform you of  the
    new number of annuity units by sending you a new page one for your contract.
 
    Redistribution   of  annuity  payments  after   withdrawals  do  not  adjust
    redistributions  made  in   connection  with   prior  withdrawals.   Despite
    redistributions,  the  original  mortality guarantees  associated  with each
    purchase payment are preserved.
 
    While  annuity  payments  will  be  reduced  as  a  result  of  cash   value
    withdrawals,  so long as the annuitant is alive, annuity payments will never
    be eliminated by cash value withdrawals even if all available cash value  is
    completely  withdrawn.  Some  level  of annuity  benefit,  under  the option
    elected, will always be payable. Also, a new guaranteed annuity amount  will
    always  be in  effect after  cash withdrawals.  While a  new initial annuity
    payment amount is determined after a cash withdrawal, additional cash values
    are not created.
 
    A description of the computation used  to determine the new initial  annuity
    payment  amount and examples of the computation  are set forth in Appendix A
    of this Prospectus.
 
    For an example which assumes a pattern of withdrawals and the effect of such
    withdrawals on contract values, please see Appendix A to this Prospectus.
 
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  your  intention to  cancel.  If  the contract  is  canceled  and
returned,  we will refund to  you the greater of (a)  the total annuity value of
the contract attributable to your  purchase payments, plus the amounts  deducted
from  your purchase payments, or (b) the  amount of purchase payments paid under
this contract. Payment of the requested refund will be made to you within  seven
days after we receive notice of cancellation.
 
- ------------------------------------------------------------------------
FEDERAL TAX STATUS
 
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 Separate 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 Separate Account or  on capital gains arising
from the Separate Account's activities. The  Separate Account is not taxed as  a
"regulated  investment company"  under the Code  and it does  not anticipate any
change in that tax status.
 
TAXATION OF ANNUITY CONTRACTS IN GENERAL
Section 72 of the Code governs taxation of nonqualified annuities in general and
some aspects of  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, 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
 
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by  the owner of the contract during the  taxable year. There is an exception to
this general rule for immediate annuity contracts. An immediate annuity contract
for these purposes is an annuity (i) purchased with a single premium or  annuity
consideration, (ii) the annuity starting date of which commences within one year
from  the date of  the purchase of the  annuity, and (iii)  which provides for a
series of substantially equal periodic payments (to be made not less  frequently
than annually) during the annuity period. Corporations, trusts and other similar
entities,  other  than  natural  persons,  seeking  to  take  advantage  of this
exception for immediate annuity contracts should consult with a tax adviser.
  Under current guidance,  the tax consequences  of additional premium  payments
and  partial withdrawals under nonqualified and qualified annuities are unclear,
including  the  effect  on  taxation  of  distributions,  required  distribution
provisions  and penalty taxes. Consult a qualified tax adviser before submitting
additional premium payments or requesting a partial withdrawal.
  For payments made in the event of a full surrender of an annuity not part of a
qualified program, the taxable portion is generally the amount in excess of  the
cost  basis  of  the  contract.  Amounts  withdrawn  from  the  variable annuity
contracts are generally  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 a specific dollar amount of each payment that is not taxed. In
this respect,  Congress has  indicated  that the  Treasury Department  may  have
authority to treat the combination purchase of an immediate annuity contract and
a  separate deferred  annuity contract  as a  single annuity  contract under its
general authority to prescribe rules as  may be necessary to enforce the  income
tax  laws.  A prospective  purchaser  of more  than  one annuity  contract  in a
calendar year should  consult a tax  adviser. The taxable  part of each  annuity
payment is taxed at ordinary income rates.
  If  a taxable  distribution is made  under the variable  annuity contracts, an
additional tax of 10% of the amount of the taxable distribution may apply.  This
additional  tax does  not apply  where the  payment is  made under  an immediate
annuity contract, as defined above,  or where the taxpayer  is 59 1/2 or  older,
where  payment is made on account of the taxpayer's disability, or where payment
is made by reason of the death of an owner.
  The  Code  also  provides  an  exception   to  the  10%  additional  tax   for
distributions,  in periodic payments, of substantially equal installments, being
made 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.
  NOTICE -- PLEASE READ CAREFULLY
WE HAVE BEEN ADVISED  THAT IT IS  THE POSITION OF  THE INTERNAL REVENUE  SERVICE
THAT  WHEN WITHDRAWALS  (OTHER THAN  ANNUITY PAYMENTS)  ARE TAKEN  FROM THE CASH
VALUE OF AN IMMEDIATE  VARIABLE ANNUITY CONTRACT, SUCH  AS THAT OFFERED BY  THIS
PROSPECTUS,  THEN ALL AMOUNTS  RECEIVED BY THE TAXPAYER  ARE TAXABLE AT ORDINARY
INCOME RATES AS AMOUNTS "NOT RECEIVED AS AN ANNUITY." IN ADDITION, SUCH  AMOUNTS
ARE  TAXABLE TO THE  RECIPIENT WITHOUT REGARD  TO THE OWNER'S  INVESTMENT IN THE
CONTRACT OR ANY INVESTMENT  GAIN WHICH MIGHT BE  PRESENT IN THE CURRENT  ANNUITY
VALUE.  FOR EXAMPLE,  UNDER THIS  VIEW, A  CONTRACT OWNER  WITH A  CASH VALUE OF
$100,000, SEEKING TO OBTAIN $20,000 OF  THE CASH VALUE IMMEDIATELY AFTER  ISSUE,
WOULD  PAY INCOME TAXES ON THE ENTIRE $20,000  AMOUNT IN THAT TAX YEAR. FOR SOME
TAXPAYERS, SUCH AS  THOSE UNDER AGE  59 1/2, ADDITIONAL  TAX PENALTIES MAY  ALSO
APPLY. THIS ADVERSE TAX RESULT MEANS THAT OWNERS OF
 
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<PAGE>
NONQUALIFIED  CONTRACTS SHOULD  CONSIDER CAREFULLY  THE TAX  IMPLICATIONS OF ANY
WITHDRAWAL REQUESTS AND THEIR NEED FOR  CONTRACT FUNDS PRIOR TO THE EXERCISE  OF
THIS  RIGHT.  CONTRACT OWNERS  SHOULD ALSO  CONTACT THEIR  TAX ADVISER  PRIOR TO
MAKING WITHDRAWALS.
  IN ADDITION, WE  HAVE BEEN ADVISED  THAT IT  IS THE POSITION  OF THE  INTERNAL
REVENUE  SERVICE  THAT  WHEN  ADDITIONAL PURCHASE  PAYMENTS  ARE  MADE  UNDER AN
EXISTING IMMEDIATE  VARIABLE ANNUITY  CONTRACT,  SUCH AS  THAT OFFERED  BY  THIS
PROSPECTUS,  THOSE PURCHASE PAYMENTS  WILL NOT RESULT IN  A RECALCULATION OF THE
OWNER'S INVESTMENT  IN THE  CONTRACT  AND A  DETERMINATION  OF A  NEW  EXCLUSION
AMOUNT.  FOR EXAMPLE, A CONTRACT OWNER AGED 60 MIGHT PURCHASE A CONTRACT FOR THE
SUM OF $100,000, WHICH  WOULD RESULT IN AN  INITIAL LIFETIME ANNUITY PAYMENT  OF
$460.00  PER  MONTH. EACH  YEAR,  $4,132.23 WOULD  BE  RECEIVED AS  A  RETURN OF
INVESTMENT IN THE CONTRACT AND THE EXCESS WOULD BE TAXED AS ORDINARY INCOME.  IF
WE  ASSUME  THAT THE  CONTRACT  OWNER MAKES  AN  ADDITIONAL PURCHASE  PAYMENT OF
$20,000, THE  EXCLUSION  AMOUNT  OF  $4,123.23 WOULD  NOT  CHANGE,  EVEN  THOUGH
ADDITIONAL  CASH  VALUE WILL  RESULT  IN A  NEW  VARIABLE ANNUITY  PAYMENT. THIS
POSITION OF THE SERVICE WILL RESULT IN  THE OWNER'S INABILITY TO RECOVER HIS  OR
HER  INVESTMENT OVER THE  PERIOD OF THE  PAYMENTS. ACCORDINGLY, CONTRACT OWNERS,
ESPECIALLY THOSE INTENDING TO MAKE SUBSTANTIAL AND MATERIAL ADDITIONAL PAYMENTS,
SHOULD  CONSIDER  PURCHASING  AN  ADDITIONAL  CONTRACT  INSTEAD  OF  MAKING   AN
ADDITIONAL  PAYMENT.  FOR  FURTHER  INFORMATION  YOU  SHOULD  CONSULT  YOUR  OWN
QUALIFIED 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  Separate Account  to be
"adequately diversified"  in order  for the  contract to  be treated  as a  life
insurance  contract for federal tax purposes.  The Separate 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 the Portfolio of  the Fund in which the Separate
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 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 sub-accounts 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.
These differences could result in a contract owner being treated as the owner of
the assets of the Separate 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 Separate 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 nonqualified  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
 
                                                                              21
<PAGE>
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.
  Nonqualified 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 an 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. For  these purposes, the investment  in the contract is  not
affected  by the owner's death. That is,  the investment in the contract remains
the amount of  any purchase  payments paid which  were not  excluded from  gross
income.
 
POSSIBLE LEGISLATION
In  the  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 nonqualified 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 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. Some retirement plans  are
subject  to distribution and other requirements that are not incorporated in the
annuity. 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  distribution  and  other  requirements  that  are   not
incorporated  into 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
 
22
<PAGE>
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 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 60  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.
 
                                                                              23
<PAGE>
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.
 
- ------------------------------------------------------------------------
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 Contracts
     Performance Data
     Auditors
     Registration Statement
     Financial Statements
 
24
<PAGE>
APPENDIX A--COMPUTATION AND EXAMPLES OF WITHDRAWALS
 
A  cash value  withdrawal will  affect future  annuity payments  by reducing the
number of annuity units, the basis for determining the amount of such  payments.
If  the annuitant  is alive  at the time  of the  withdrawal, the  new number of
annuity units is  determined by first  computing a new  initial annuity  payment
amount  and then dividing that  amount by the annuity unit  value at the time of
the withdrawal.
 
IF NO PRIOR WITHDRAWALS
If no prior  cash withdrawals have  been made, the  new initial annuity  payment
amount is the sum of
 
    (i) the product of the number of cash value units after the withdrawal times
        the current annuity unit value, and
 
    (ii) the product of ([(a) X (b)]/1000) times (c), where
 
       (a) is  the  excess  of  the  total annuity  value  over  the  cash value
           immediately prior to the withdrawal,
 
       (b) is the ratio of the cash value withdrawn over the cash value prior to
           the withdrawal, and
 
       (c) is the applicable annuity purchase rate set forth in the contract  in
           the  table captioned "Total Annuity Value Factors and Annuity Payment
           Purchase Rates  Applicable  at  a Cash  Value  Withdrawal  while  the
           Annuitant is Alive" ("Table I").
  In the above computation "(i)" reflects the portion of the new initial annuity
payment  amount supported by the reserves attributable  to the cash value of the
contract, and "(ii)"  reflects the portion  of the new  initial annuity  payment
amount supported by the annuity reserves in excess of the cash value. The excess
reserves,  "(ii) (a)," are multiplied by the proportionate reduction in the cash
value, "(ii) (b)," to determine the portion  of the excess reserves that are  to
be  redistributed, and the redistribution is effected by dividing the portion so
determined by  1000  and  multiplying  the result  by  the  appropriate  annuity
purchase rate.
  An  example of the withdrawal calculation  may serve as a useful illustration.
Assume a contract issued to a woman, age 60, for an initial purchase payment  of
$100,000,  and assume further  that the net  Sub-Account performance matches the
assumed interest rate  of 4.5% so  that we  need not consider  the variation  in
annuity  payments as a result of  fluctuations in investment performance. Assume
also that the annuity unit value is and  remains $1.00. At the time of issue  of
the  contract, the initial  annuity payment amount,  if paid as  a life annuity,
will be $460.99, and the  number of annuity units and  cash value units will  be
460.9900.  The  guaranteed  minimum annuity  payment  amount is  $391.84  (85% X
$460.99).
  Assume that at year five, the contract owner makes a withdrawal of 60% of  the
cash  value.  Immediately prior  to  the withdrawal,  the  contract has  a total
annuity value of $85,594, which is determined by multiplying the current annuity
payment amount, $460.99,  by the appropriate  factor set forth  in the  contract
applicable  to cash value units in Table I, 185.6737. The total annuity reserves
amount is  $85,594. The  cash value  of the  contract immediately  prior to  the
withdrawal  is $70,890, which  is determined by  multiplying the current annuity
payment amount, $460.99, by the appropriate factor set forth in the contract  in
the table captioned "Cash Value Factors." ("Table II"), 153.7783. $70,890 is the
amount  of the annuity reserves attributable to  the cash value of the contract.
The cash  value  after the  withdrawal  is $28,356  ($70,890  - $42,534  (60%  X
$70,890)),  and  the new  number of  cash  value units  is 184.3960  (460.9900 X
($28,356/$70,890)).
  The new initial annuity payment amount is $235.19, the sum of
 
    (i) $184.40, the  product  of the  number  of  cash value  units  after  the
        withdrawal (184.3960) times the annuity unit value ($1.00), and
    (ii) $50.79, the product of ([(a) X (b)]/1000) times (c), where
 
       (a) is  $14,704, the excess of the total annuity value ($85,594) over the
           cash value ($70,890) immediately prior to the withdrawal,
 
       (b) is .6, the ratio of the cash value withdrawn ($42,534) over the  cash
           value prior to the withdrawal ($70,890), and
 
       (c) is  5.7568, the  applicable annuity  purchase rate  set forth  in the
           contract in Table I.
  The new  guaranteed minimum  annuity payment  amount after  the withdrawal  is
$199.91 ($391.84 X (235.1900/460.9900)).
 
IF PRIOR WITHDRAWALS
Where  prior withdrawals have  been made, the  above formula is  adjusted in the
manner shown
 
                                                                              25
<PAGE>
in the following example. Assume  that after the withdrawal  of 60% of the  cash
value  in the contract described above the  owner withdraws 75% of the remaining
cash value at year 15.
  Immediately prior to the transaction the contract has a total annuity value of
$32,003. This is  determined by multiplying  the two components  of the  current
annuity  payment amount  $184.40 -- the  portion attributable to  the cash value
reserves, and $50.79  -- the  portion attributable  to the  annuity reserves  in
excess  of the cash value, by the  appropriate factors set forth in the contract
applicable to cash value units and annuity units in excess of cash value  units,
respectively,  in Table I,  namely, 137.7353 and 130.0297  ($32,003 = ($184.40 X
137.7353) + ($50.79  X 130.0297)). The  cash value of  the contract  immediately
prior  to  the withdrawal  is $16,289,  which is  determined by  multiplying the
portion of the current  annuity payment amount attributable  to the cash  value,
$184.40,  by  the appropriate  factor set  forth  in the  contract in  Table II,
88.3373 ($16,289 = $184.40  X 88.3373). The cash  value after the withdrawal  is
$4,072  ($16,289 - $12,217  (75% X $16,289)),  and the new  number of cash value
units is 46.0962 (184.3960 X ($4,072/$16,289)).
  The new initial annuity payment amount is $149.44, the sum of
 
    (i) $46.10, the  product  of  the  number of  cash  value  units  after  the
        withdrawal (46.0962) times the current annuity unit value ($1.00),
 
    (ii) $50.79,  the product of the number  of annuity units (235.19) minus the
         number of  cash value  units (184.40),  each prior  to the  withdrawal,
         times the current annuity unit value ($1.00), and
 
    (iii) $52.55, the product of ([(a) X (b)]/1000) times (c), where
 
       (a) is $9110, which is
 
          (A) $15,714,  the excess of the total annuity value ($32,003) over the
              cash value ($16,289) immediately prior to the withdrawal, minus
 
          (B) $6,604, the  value  is  (ii)  above  ($50.79)  multiplied  by  the
              appropriate factor as of the withdrawal date applicable to annuity
              units  in excess of cash value units  set forth in the contract in
              Table I (130.0297),
 
       (b) is .75, the ratio of the cash value withdrawn ($12,217) over the cash
           value prior to the withdrawal ($16,289), and
 
       (c) is 7.6905,  the applicable  annuity purchase  rate set  forth in  the
           contract in Table I.
  The  new initial annuity  payment amount has a  new guaranteed minimum annuity
payment amount associated with it of $127.02 ($199.91 X 149.4400/235.1900).
 
26
<PAGE>
APPENDIX B--IMMEDIATE VARIABLE ANNUITY ILLUSTRATION
 
PREPARED FOR: Jane M. Doe
 
DATE OF BIRTH: 10/01/35   SEX: Female
 
STATE: MN
 
PREPARED BY: Minnesota Mutual
 
FUNDS: Non-Qualified
 
LIFE EXPECTANCY: 24.2 (IRS)
 
ANNUITIZATION OPTION: Single Life
 
QUOTATION DATE: 10/01/95
 
COMMENCEMENT DATE: 10/01/95
 
SINGLE PAYMENT RECEIVED: $100,000.00
 
INCOME FREQUENCY: Monthly
 
INITIAL PERIODIC INCOME: $460.99
 
GUARANTEED MINIMUM INCOME AT ISSUE: $391.84
 
*ESTIMATED ANNUAL EXCLUSION AMOUNT AT ISSUE: $3,471.07
 
  The  variable  annuity income  amount shown  below  assumes a  constant annual
investment return. The initial interest rate of 4.5% is the assumed rate used to
calculate the  first payment.  Thereafter, payments  will increase  or  decrease
based   upon  the  relationship  between  the  initial  interest  rate  and  the
performance of  the Index  500 Portfolio  of the  MIMLIC Series  Fund, Inc.  The
investment  returns shown  are hypothetical and  not a  representation of future
results.  Actual  value  of  the  contract  will  fluctuate  depending  on   the
performance of the underlying sub-account.
  The  cash  value is  the  dollar amount  available  for withdrawal  under this
contract at a given point in time. The total annuity value represents your total
interest in the sub-account.
 
<TABLE>
<CAPTION>
                                                0.00% GROSS (-1.42% NET)
                                   ---------------------------------------------------
                                   GUARANTEED   PROJECTED                TOTAL ANNUITY
     DATE        BEG OF YR.   AGE    INCOME      INCOME     CASH VALUE       VALUE
- ---------------  ----------   ---  ----------   ---------   ----------   -------------
<S>              <C>          <C>  <C>          <C>         <C>          <C>
Oct 1, 1995....       1        60     $392         $461       $81,667       $93,789
Oct 1, 1996....       2        61     392          435        75,182        87,058
Oct 1, 1997....       3        62     392          410        69,091        80,731
Oct 1, 1998....       4        63     392          392        63,371        74,783
Oct 1, 1999....       5        64     392          392        58,001        69,194
Oct 1, 2004....      10        69     392          392        35,727        45,975
Oct 1, 2009....      15        74     392          392        19,611        29,194
Oct 1, 2014....      20        79     392          392         8,061        17,447
Oct 1, 2018....      24        83     392          392         1,297        11,108
Oct 1, 2019....      25        84     392          392             0         9,932
Oct 1, 2024....      30        89     392          392             0         5,621
Oct 1, 2029....      35        94     392          392             0         3,151
Oct 1, 2034....      40        99     392          392             0         1,521
Oct 1, 2035....      41       100     392          392             0         1,343
</TABLE>
 
*   This calculation does not include future contributions or withdrawals.
 
  Deductions from  your  purchase payments  are  made for  sales  charges,  risk
charges  and state  premium taxes where  applicable. Sales charges  are based on
your total cumulative purchase  payments (see prospectus  for schedule). A  risk
charge is deducted for Minnesota Mutual's guarantee of a minimum annuity payment
amount. This charge is 1.25% of each purchase payment.
  Net rates of return reflect expenses totaling 1.42%, which consist of the .95%
Variable  Annuity Account mortality  and expense risk  charge and administrative
charge, and .47% for the Series Fund management fee and other expenses.
  Minnesota Mutual variable immediate annuities are available through registered
representatives  of  MIMLIC  Sales   Corporation.  This  illustration  must   be
accompanied  or  preceded  by  a current  prospectus  for  the  Minnesota Mutual
 
Variable Annuity Account and for the MIMLIC Series Fund, Inc.
 
                                  Page 1 of 4
                          Not valid without all pages.
 
                This is an illustration only and not a contract.
            Prepared by The Minnesota Mutual Life Insurance Company
 
                                                                              27
<PAGE>
                    IMMEDIATE VARIABLE ANNUITY ILLUSTRATION
 
PREPARED FOR: Jane M. Doe
DATE OF BIRTH: 10/01/35    SEX: Female
STATE: MN
PREPARED BY: Minnesota Mutual
FUNDS: Non-Qualified
LIFE EXPECTANCY: 24.2 (IRS)
ANNUITIZATION OPTION: Single Life
QUOTATION DATE: 10/01/95
COMMENCEMENT DATE: 10/01/95
SINGLE PAYMENT RECEIVED: $100,000.00
INCOME FREQUENCY: Monthly
INITIAL PERIODIC INCOME: $460.99
GUARANTEED MINIMUM INCOME AT ISSUE: $391.84
*ESTIMATED ANNUAL EXCLUSION AMOUNT AT ISSUE: $3,471.07
 
  The variable  annuity income  amount  shown below  assumes a  constant  annual
investment return. The initial interest rate of 4.5% is the assumed rate used to
calculate  the  first payment.  Thereafter, payments  will increase  or decrease
based  upon  the  relationship  between  the  initial  interest  rate  and   the
performance  of the  Index 500  Portfolio of  the MIMLIC  Series Fund,  Inc. The
investment returns shown are
hypothetical and not  a representation of  future results. Actual  value of  the
contract   will  fluctuate  depending  on  the  performance  of  the  underlying
sub-account.
  The cash  value is  the  dollar amount  available  for withdrawal  under  this
contract at a given point in time. The total annuity value represents your total
interest in the sub-account.
 
<TABLE>
<CAPTION>
                                                                              5.92% GROSS (4.50% NET)
                                                           -------------------------------------------------------------
                                                             GUARANTEED       PROJECTED                   TOTAL ANNUITY
DATE                             BEG OF YR.        AGE         INCOME          INCOME       CASH VALUE        VALUE
- -----------------------------  ---------------  ---------  ---------------  -------------  ------------  ---------------
<S>                            <C>              <C>        <C>              <C>            <C>           <C>
Oct 1, 1995..................             1            60     $     392       $     461     $   81,667     $    93,789
Oct 1, 1996..................             2            61           392             461         79,697          92,286
Oct 1, 1997..................             3            62           392             461         77,638          90,718
Oct 1, 1998..................             4            63           392             461         75,487          89,081
Oct 1, 1999..................             5            64           392             461         73,239          87,373
Oct 1, 2004..................            10            69           392             461         60,387          77,708
Oct 1, 2009..................            15            74           392             461         44,371          66,050
Oct 1, 2014..................            20            79           392             461         24,412          52,838
Oct 1, 2018..................            24            83           392             461          4,961          42,480
Oct 1, 2019..................            25            84           392             461              0          40,261
Oct 1, 2024..................            30            89           392             461              0          30,498
Oct 1, 2029..................            35            94           392             461              0          22,888
Oct 1, 2034..................            40            99           392             461              0          14,791
Oct 1, 2035..................            41           100           392             461              0          13,837
</TABLE>
 
*   This calculation does not include future contributions or withdrawals.
 
  Deductions  from  your  purchase payments  are  made for  sales  charges, risk
charges and state  premium taxes where  applicable. Sales charges  are based  on
your  total cumulative purchase  payments (see prospectus  for schedule). A risk
charge is deducted for Minnesota Mutual's guarantee of a minimum annuity payment
amount. This charge is 1.25% of each purchase payment.
  Net rates of return reflect expenses totaling 1.42%, which consist of the .95%
Variable Annuity Account  mortality and expense  risk charge and  administrative
charge, and .47% for the Series Fund management fee and other expenses.
  Minnesota Mutual variable immediate annuities are available through registered
representatives   of  MIMLIC  Sales  Corporation.   This  illustration  must  be
accompanied or  preceded  by  a  current prospectus  for  the  Minnesota  Mutual
 
Variable Annuity Account and for the MIMLIC Series Fund, Inc.
 
                                  Page 2 of 4
                          Not valid without all pages.
 
                This is an illustration only and not a contract.
            Prepared by The Minnesota Mutual Life Insurance Company
 
28
<PAGE>
                    IMMEDIATE VARIABLE ANNUITY ILLUSTRATION
 
PREPARED FOR: Jane M. Doe
DATE OF BIRTH: 10/01/35   SEX: Female
STATE: MN
PREPARED BY: Minnesota Mutual
FUNDS: Non-Qualified
LIFE EXPECTANCY: 24.2 (IRS)
 
ANNUITIZATION OPTION: Single Life
QUOTATION DATE: 10/01/95
COMMENCEMENT DATE: 10/01/95
SINGLE PAYMENT RECEIVED: $100,000.00
INCOME FREQUENCY: Monthly
INITIAL PERIODIC INCOME: $460.99
GUARANTEED MINIMUM INCOME AT ISSUE: $391.84
*ESTIMATED ANNUAL EXCLUSION AMOUNT AT ISSUE: $3,471.07
 
  The  variable  annuity income  amount shown  below  assumes a  constant annual
investment return. The initial interest rate of 4.5% is the assumed rate used to
calculate the  first payment.  Thereafter, payments  will increase  or  decrease
based   upon  the  relationship  between  the  initial  interest  rate  and  the
performance of  the Index  500 Portfolio  of the  MIMLIC Series  Fund, Inc.  The
investment returns shown
are hypothetical and not a representation of future results. Actual value of the
contract   will  fluctuate  depending  on  the  performance  of  the  underlying
sub-account.
  The cash  value is  the  dollar amount  available  for withdrawal  under  this
contract at a given point in time. The total annuity value represents your total
interest in the sub-account.
 
<TABLE>
<CAPTION>
                                                                            12.00% GROSS (10.58% NET)
                                                           -----------------------------------------------------------
                                                             GUARANTEED      PROJECTED                  TOTAL ANNUITY
DATE                             BEG OF YR.        AGE         INCOME         INCOME      CASH VALUE        VALUE
- -----------------------------  ---------------  ---------  ---------------  -----------  ------------  ---------------
<S>                            <C>              <C>        <C>              <C>          <C>           <C>
Oct 1, 1995..................             1            60     $     392      $     461    $   81,667     $    93,789
Oct 1, 1996..................             2            61           392            488        84,334          97,656
Oct 1, 1997..................             3            62           392            516        86,935         101,582
Oct 1, 1998..................             4            63           392            546        89,444         105,552
Oct 1, 1999..................             5            64           392            578        91,830         109,552
Oct 1, 2004..................            10            69           392            767       100,458         129,274
Oct 1, 2009..................            15            74           392          1,017        97,935         145,787
Oct 1, 2014..................            20            79           392          1,350        71,489         154,736
Oct 1, 2018..................            24            83           392          1,693        18,215         155,980
Oct 1, 2019..................            25            84           392          1,791             0         156,436
Oct 1, 2024..................            30            89           392          2,376             0         157,226
Oct 1, 2029..................            35            94           392          3,153             0         156,550
Oct 1, 2034..................            40            99           392          4,183             0         134,228
Oct 1, 2035..................            41           100           392          4,427             0         132,881
</TABLE>
 
- ------------------------
* This calculation does not include future contributions or withdrawals.
 
  Deductions  from  your  purchase payments  are  made for  sales  charges, risk
charges and state  premium taxes where  applicable. Sales charges  are based  on
your  total cumulative purchase  payments (see prospectus  for schedule). A risk
charge is deducted for Minnesota Mutual's guarantee of a minimum annuity payment
amount. This charge is 1.25% of each purchase payment.
  Net rates of return reflect expenses totaling 1.42%, which consist of the .95%
Variable Annuity Account  mortality and expense  risk charge and  administrative
charge, and .47% for the Series Fund management fee and other expenses.
  Minnesota Mutual variable immediate annuities are available through registered
representatives   of  MIMLIC  Sales  Corporation.   This  illustration  must  be
accompanied or  preceded  by  a  current prospectus  for  the  Minnesota  Mutual
 
Variable Annuity Account and for the MIMLIC Series Fund, Inc.
 
                                  Page 3 of 4
                          Not valid without all pages.
 
                This is an illustration only and not a contract.
            Prepared by The Minnesota Mutual Life Insurance Company
 
                                                                              29
<PAGE>
                    IMMEDIATE VARIABLE ANNUITY ILLUSTRATION
 
SPECIAL TAX RULES APPLY TO NON-QUALIFIED IMMEDIATE ANNUITIES
When  withdrawals are taken from the cash value of an immediate variable annuity
contract, all amounts received by the taxpayer are taxable as ordinary income in
the year in which  the withdrawals are taken.  Under certain circumstances,  you
may be able to get an offsetting deduction.
  When  additional  purchase  payments  are  made  under  an  existing immediate
variable annuity  contract,  those  purchase  payments  will  not  result  in  a
recalculation of the owner's investment in the contract and a determination of a
new exclusion amount.
  For  more information on these matters,  see your prospectus under the heading
Federal Tax Status. Consult with your tax adviser.
 
VARIABLE EXCLUSION AMOUNT
The annual  variable  exclusion amount  is  based on  a  cost basis  of  $0  and
represents  the amount of  variable payments that are  excluded from taxation in
each calendar year. This  annual amount is prorated  in the first calendar  year
and  may  be recalculated  in  any year  where the  total  value of  the annuity
payments is less than  the exclusion amount.  Exclusion calculations apply  only
 
until the cost basis is returned, thereafter, all payments are fully taxable.
 
                                  Page 4 of 4
                          Not valid without all pages.
 
                This is an illustration only and not a contract.
            Prepared by The Minnesota Mutual Life Insurance Company
 
30
<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:  June 4, 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 Contracts
     Performance Data
     Auditors
     Registration Statement
     Financial Statements


                                       -1-
<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)


                                       -2-


<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 CONTRACTS

The contract will be sold in a continuous offering by our life insurance 
agents who are also registered representatives of MIMLIC Sales Corporation 
("MIMLIC Sales") or other broker-dealers who have entered into selling 
agreements with MIMLIC Sales.  MIMLIC Sales acts as principal underwriter of 
the contracts. MIMLIC Sales is a wholly-owned subsidiary of MIMLIC Asset 
Management Company, which in turn is a wholly-owned subsidiary of Minnesota 
Mutual. MIMLIC Asset Management Company is 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 were in 
the amount of $7,203,781, $7,363,105 and $8,574,958, respectively, for 
payments to associated dealers on the sale of 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.

                                PERFORMANCE DATA

TOTAL RETURN FIGURES FOR THE SUB-ACCOUNT

Cumulative total return quotations for the Sub-Account represents the total
return for the period since the Portfolio became available pursuant to other
registration statements of the Variable Annuity Account.  Cumulative total
return is equal to the percentage change between the net asset value of a
hypothetical $10,000 investment at the beginning of the period and the net asset
value


                                       -3-
<PAGE>

of that same investment at the end of the period.  Such quotations of cumulative
total return will not reflect the deduction of any amounts deducted from
purchase payments.


The cumulative total return figures published by the Variable Annuity Account
relating to the contract described in the Prospectus will reflect Minnesota
Mutual's voluntary absorption of certain expenses of the Index 500 Portfolio
(the "Portfolio") described below.



Cumulative total return quotations for the Sub-Account will be accompanied by
average annual total return figures for one-year and five-year periods and for
the period since the Sub-Account became available pursuant to other registration
statements of 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 $10,000 to equal the total annuity value
of that same investment at the end of the period.  The total annuity value will
reflect the deduction of the sales and risk charges applicable to the contract.

                                    AUDITORS

The financial statements of Minnesota Mutual 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.


                                       -4-
<PAGE>

                             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 Statement of Additional Information as
to the contents of contracts and other legal instruments are summaries, and
reference is made to such instruments as filed.


                                       -5-

<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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