<PAGE>
File Number 33-80788
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment Number
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Post-Effective Amendment Number 7
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VARIABLE ANNUITY ACCOUNT
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(Exact Name of Registrant)
MINNESOTA LIFE INSURANCE COMPANY
(formerly The Minnesota Mutual Life Insurance Company)
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(Name of Depositor)
400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101-2098
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(Address of Depositor's Principal Executive Offices) (Zip Code)
(651) 665-3500
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(Depositor's Telephone Number, Including Area Code)
Dennis E. Prohofsky Copy to:
Senior Vice President, J. Sumner Jones, Esq.
General Counsel and Secretary Jones & Blouch L.L.P.
Minnesota Life Insurance Company 1025 Thomas Jefferson St., N.W.
400 Robert Street North Suite 405 West
St. Paul, Minnesota 55101-2098 Washington, D.C. 20007
- -------------------------------------------
(Name and Address of Agent for Service)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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X on May 3, 1999 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a)(i)
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on (date) pursuant to paragraph (a)(i)
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75 days after filing pursuant to paragraph (a)(ii)
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on (date) pursuant to paragraph (a)(ii) of Rule 485.
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IF APPROPRIATE, CHECK THE FOLLOWING BOX:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED
Variable Annuity Contracts
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
Variable Annuity Account
Cross Reference Sheet to Prospectus
Form N-4
Item Number Caption in Prospectus
1. Cover Page
2. Special Terms
3. Questions and Answers About the Variable Annuity Contract
4. Condensed Financial Information; Performance Data - Appendix
5. General Descriptions
6. Contract Charges
7. Description of the Contract; General Descriptions
8. Description of the Contract; Annuity Payments and Options
9. Description of the Contract; Death Benefits
10. Description of the Contract; Purchase Payments and Value of the
Contract and Transfers
11. Description of the Contract; Redemptions
12. Federal Tax Status
13. Not Applicable
14. Table of Contents of the Statement of Additional
Information
<PAGE>
PROSPECTUS
MAY 1999
MULTIOPTION
SELECT-REGISTERED TRADEMARK
ANNUITY
Variable annuity contracts for personal retirement plans.
This document consists of Prospectuses for the Variable Annuity
Account, a separate account of Minnesota Life Insurance Company,
for Advantus Series Fund, Inc., and the Templeton Developing
Markets Fund, a Series of Templeton Variable Products Series Fund.
This product is distributed through Ascend Financial Services,
member NASD/SIPC.
<PAGE>
MULTIOPTION SELECT
VARIABLE ANNUITY CONTRACT
MINNESOTA LIFE INSURANCE COMPANY
("MINNESOTA LIFE")
400 Robert Street North
St. Paul, Minnesota 55101-2098
Telephone: (651) 665-3500
http://www.minnesotamutual.com
This Prospectus describes an individual, flexible payment, variable annuity
contract ("the contract") offered by Minnesota Life Insurance Company. The
contract may be used in connection with all types of personal retirement plans.
Your contract values are invested in our Variable Annuity Account. The Variable
Annuity Account invests in shares of Advantus Series Fund, Inc. and Class 2 of
the Templeton Developing Markets Funds, a series of Templeton Variable Products
Series Fund (the "Funds"). Your contract's accumulation value and the amount of
each variable annuity payment will vary in accordance with the performance of
the Fund investment portfolio(s) ("Portfolio(s)") you select. You bear the
entire investment risk for any amounts you allocate to those Portfolios.
This Prospectus includes the information you should know before purchasing a
contract. You should read it and keep it for future reference. A Statement of
Additional Information, bearing the same date, which contains further contract
information, has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated by reference into this Prospectus. A copy of the Statement
of Additional Information may be obtained without charge by calling (651)
665-3500, or by writing us at our office at 400 Robert Street North, St. Paul,
Minnesota 55101-2098. Its Table of Contents may be found at the end of this
Prospectus.
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS OF THE
ADVANTUS SERIES FUND, INC. AND THE TEMPLETON DEVELOPING MARKETS FUND.
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.
The date of this Prospectus and of the Statement of Additional Information is:
May 3, 1999.
<PAGE>
THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION IN WHICH
THE OFFERING WOULD BE UNLAWFUL. WE HAVE NOT AUTHORIZED ANY
DEALER, SALESMAN, OR OTHER PERSON 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,
YOU SHOULD NOT RELY ON THEM.
TABLE OF CONTENTS
SPECIAL TERMS 1
QUESTIONS AND ANSWERS ABOUT THE VARIABLE ANNUITY CONTRACT 2
EXPENSE TABLE 4
GENERAL DESCRIPTIONS 8
Minnesota Life Insurance Company 8
Variable Annuity Account 8
Advantus Series Fund, Inc. 8
Additions, Deletions or Substitutions 9
Templeton Variable Products Series Fund 9
CONTRACT CHARGES 10
Deferred Sales Charges 10
Mortality and Expense Risk Charges 11
Transaction and Contract Charges 12
VOTING RIGHTS 12
DESCRIPTION OF THE CONTRACT 13
General Provisions 13
Annuity Payments and Options 15
Death Benefit 20
Purchase Payments, Value of the Contract and Transfer 21
Redemptions 25
FEDERAL TAX STATUS 26
YEAR 2000 COMPUTER PROBLEM 32
STATEMENT OF ADDITIONAL INFORMATION 33
APPENDIX A -- CONDENSED FINANCIAL INFORMATION A-1
APPENDIX B -- ILLUSTRATION OF VARIABLE ANNUITY VALUES B-1
APPENDIX C -- TYPES OF QUALIFIED PLANS C-1
<PAGE>
SPECIAL TERMS
As used in this Prospectus, the following terms have the indicated meanings:
ACCUMULATION UNIT: an accounting device used to determine the value of a
contract before annuity payments begin.
ACCUMULATION VALUE: the sum of your values under a contract in the Variable
Annuity Account.
ANNUITANT: the person who may receive lifetime benefits under the contract.
ANNUITY: a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain.
ANNUITY UNIT: an accounting device used to determine the amount of annuity
payments.
CODE: the Internal Revenue Code of 1986, as amended.
CONTRACT OWNER: the owner of the contract, which could be the annuitant, his or
her employer, or a trustee acting on behalf of the employer.
CONTRACT YEAR: a period of one year beginning with the contract date or a
contract anniversary.
FIXED ANNUITY: an annuity providing for payments of guaranteed amounts
throughout the payment period.
FUNDS: the mutual funds whose separate investment portfolios we have designated
as eligible investment for the Variable Annuity Account, currently, Advantus
Series Fund, Inc. ("Advantus Fund") and Class 2 of the Templeton Developing
Markets Funds ("Templeton Fund").
GENERAL ACCOUNT: all of our assets other than those in the Variable Annuity
Account or in our other separate accounts.
PLAN: a tax-qualified employer pension, profit-sharing, or annuity purchase
plan under which benefits are to be provided by the contract.
PURCHASE PAYMENTS: amounts you pay to us under your contract.
VALUATION DATE or VALUATION DAYS: each date on which a Fund Portfolio is
valued.
VARIABLE ANNUITY ACCOUNT: a separate investment account called the Variable
Annuity Account. The investment experience of its assets is separate from that
of our other assets.
VARIABLE ANNUITY: an annuity providing for payments varying in amount in
accordance with the investment experience of the Fund.
VOLUME CREDIT: an additional amount, other than a dividend, which we may credit
to your contract.
WE, OUR, US: Minnesota Life Insurance Company (formerly, "The Minnesota Mutual
Life Insurance Company").
YOU, YOUR: the Contract Owner.
PAGE 1
<PAGE>
QUESTIONS AND ANSWERS ABOUT
THE VARIABLE ANNUITY CONTRACT
WHAT IS AN ANNUITY?
An annuity is a series of payments by an insurance company to an "annuitant."
These payments may be made for the life of the annuitant; for life with a
minimum number of payments guaranteed; for the joint lifetime of the annuitant
and another person; or for a specified period of time. An annuity with payments
of a guaranteed amount is a fixed annuity. An annuity with payments which vary
with the investment experience of a separate account is a variable annuity.
WHAT TYPE OF CONTRACT IS OFFERED BY THIS PROSPECTUS?
The contract is a variable annuity contract which provides for monthly annuity
payments. These payments may begin immediately or at a future date you specify.
We allocate your purchase payments under your contract to the Variable Annuity
Account. The Variable Annuity Account invests in one or more Portfolios of
Advantus Series Fund, Inc., or Class 2 of the Templeton Developing Markets
Funds, according to your instructions. There are no interest or principal
guarantees on your contract values.
WHAT INVESTMENT OPTIONS ARE AVAILABLE?
Any purchase payments you allocate to the Variable Annuity Account are invested
exclusively in shares of one or more Fund Portfolios. We reserve the right to
add, combine or remove other eligible Funds and Portfolios.
The available Portfolios of Advantus Fund are:
Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Maturing Government Bond Portfolios
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securities Portfolio
PAGE 2
<PAGE>
The Variable Annuity Account also invests in Class 2 shares of the Templeton
Developing Markets Fund.
There is no assurance that any Portfolio will meet its objectives. Detailed
information about the investment objectives and policies of the Portfolios can
be found in the current prospectus for each Fund, which are attached to this
Prospectus. You should carefully read each Fund prospectus before purchasing in
the contract.
CAN YOU CHANGE THE PORTFOLIO(S) THAT YOU SELECT?
Yes. You can change your allocation of future purchase payments by giving us
written notice or a telephone call notifying us of the change. Before annuity
payments begin, you may transfer all or a part of your accumulation value among
the Portfolios. After annuity payments begin, you may instruct us to transfer
amounts held as annuity reserves among the variable annuity sub-accounts,
subject to some restrictions. Annuity reserves may be transferred only from a
variable annuity to a fixed annuity during the annuity period. Currently there
are no charges for transfers among Portfolios, however we reserve the right to
impose a charge in the future.
WHAT CHARGES ARE ASSOCIATED WITH THE CONTRACT?
We deduct a daily charge equal to an annual rate of 1.25% of the net asset value
of the Variable Annuity Account for our mortality and expense risk guarantees.
We reserve the right to increase the charge to 1.40% on an annual rate.
A deferred sales charge of up to 7% of purchase payments may apply if you make
partial withdrawals or surrender your contract within seven or fewer years after
your last purchase payment.
Deductions for any applicable premium taxes may also be made (currently such
taxes range from 0.0% to 3.5%) depending upon applicable law.
There is a one time contract fee of $200 if you elect a fixed annuity.
The Portfolios pay investment advisory and other expenses. Total expenses of the
Portfolios range from .40% to 1.91% of average daily net assets of the
Portfolios on an annual basis.
We reserve the right to make a charge of up to $25 for transfers occurring more
frequently than once a month. We also reserve the right to assess a $50 fee to
cover administrative costs if you exchange this contract for another of our
contracts. Currently we do not impose such charges.
PAGE 3
<PAGE>
EXPENSE TABLE
The tables shown below are to assist you in understanding the costs and expenses
that you will bear directly or indirectly. The table does not reflect deductions
for any applicable premium taxes which may be made from each purchase payment
depending upon the applicable law. The tables show the expenses of each
Portfolio after expense reimbursement.
The following contract expense information is intended to illustrate the
expenses of the MultiOption Select 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.
CONTRACT OWNER TRANSACTION EXPENSES
The amount of the deferred sales charge percentage is as shown in the table
below:
<TABLE>
<CAPTION>
CONTRACT YEARS SINCE PAYMENT CHARGE
- ---------------------------------------- --------------------------------------
<S> <C>
0-1 7%
1-2 7%
2-3 6%
3-4 5%
4-5 4%
5-6 3%
6-7 2%
7 and thereafter 0%
</TABLE>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
<TABLE>
<S> <C>
Mortality and Expense Risk Fees 1.25%
----
Total Separate Account Annual Expenses 1.25%
----
----
</TABLE>
Note: We reserve the right to increase the mortality and expense risk fees to
not more than 1.40% on an annual rate.
PAGE 4
<PAGE>
FUND ANNUAL EXPENSES
(As a percentage of average net assets for the described Advantus Series Fund,
Inc. Portfolios and the Templeton Developing Markets Fund).
<TABLE>
<CAPTION>
TOTAL FUND ANNUAL
OTHER EXPENSES EXPENSES (AFTER
INVESTMENT (AFTER EXPENSE DISTRIBUTION EXPENSE
MANAGEMENT FEES REIMBURSEMENTS) EXPENSES REIMBURSEMENTS)
--------------- ------------------- --------------- -------------------
<S> <C> <C> <C> <C>
Advantus Series Fund, Inc.:
Growth Portfolio 0.50% 0.03% -- 0.53%
Bond Portfolio 0.50% 0.05% -- 0.55%
Money Market Portfolio 0.50% 0.08% -- 0.58%
Asset Allocation Portfolio 0.50% 0.03% -- 0.53%
Mortgage Securities Portfolio 0.50% 0.07% -- 0.57%
Index 500 Portfolio 0.40% 0.04% -- 0.44%
Capital Appreciation Portfolio 0.75% 0.03% -- 0.78%
International Stock Portfolio 0.70% 0.24% -- 0.94%
Small Company Growth Portfolio 0.75% 0.04% -- 0.79%
Maturing Government Bond 2002 Portfolio (1) 0.25% 0.15% -- 0.40%
Maturing Government Bond 2006 Portfolio (1) 0.25% 0.15% -- 0.40%
Maturing Government Bond 2010 Portfolio (1) 0.25% 0.15% -- 0.40%
Value Stock Portfolio 0.75% 0.04% -- 0.79%
Small Company Value Portfolio (1) 0.75% 0.15% -- 0.90%
Global Bond Portfolio 0.60% 0.53% -- 1.13%
Index 400 Mid-Cap Portfolio (1) 0.40% 0.15% -- 0.55%
Macro-Cap Value Portfolio (1) 0.70% 0.15% -- 0.85%
Micro-Cap Growth Portfolio (1) 1.10% 0.15% -- 1.25%
Real Estate Securities Portfolio (1) 0.75% 0.15% -- 0.90%
Templeton Variable Products Series:
Developing Markets Fund Class 2 1.25% 0.41% 0.25%(2) 1.91%
</TABLE>
(1) Minnesota Life voluntarily absorbed certain expenses of the Maturing
Government Bond 2002, Maturing Government Bond 2006, Maturing Government Bond
2010, Small Company Value, Index 400 Mid-Cap, Macro-Cap Value, Micro-Cap Growth,
and Real Estate Securities Portfolios for the period ended December 31, 1998. If
these portfolios had been charged for expenses, the ratio of expenses to average
daily net assets would have been 1.07%, 1.12%, 1.33%, 1.83%, 1.36%, 2.53%,
2.10%, and 1.90%, respectively. For these portfolios, it is Minnesota Life's
intention to waive other fund expenses during the current fiscal year which
exceed, as a percentage of average daily net assets, .15%. Minnesota Life also
reserves the option to reduce the level of other expenses which it will
voluntarily absorb.
(2) Developing Markets Fund Class 2 has a distribution plan or "Rule 12b-1 Plan"
which is described in the Fund's prospectus.
PAGE 5
<PAGE>
CONTRACT OWNER EXPENSE EXAMPLE
FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
IF YOU ANNUITIZE AT THE
IF YOU SURRENDERED YOUR END OF THE APPLICABLE TIME
CONTRACT AT THE END OF THE PERIOD OR YOU DO NOT
APPLICABLE TIME PERIOD SURRENDER YOUR CONTRACT*
----------------------------------------- -----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- -------- -------- --------- ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Portfolio $88 $116 $136 $209 $18 $56 $96 $209
Bond Portfolio $88 $117 $137 $212 $18 $57 $97 $212
Money Market Portfolio $89 $118 $139 $215 $19 $58 $99 $215
Asset Allocation Portfolio $88 $116 $136 $209 $18 $56 $96 $209
Mortgage Securities Portfolio $88 $117 $139 $214 $18 $57 $99 $214
Index 500 Portfolio $87 $113 $132 $200 $17 $53 $92 $200
Capital Appreciation Portfolio $91 $124 $149 $236 $21 $64 $109 $236
International Stock Portfolio $92 $129 $157 $252 $22 $69 $117 $252
Small Company Growth Portfolio $91 $124 $150 $237 $21 $64 $110 $237
Maturing Government Bond 2002
Portfolio $87 $112 $130 $195 $17 $52 $90 $195
Maturing Government Bond 2006
Portfolio $87 $112 $130 $195 $17 $52 $90 $195
Maturing Government Bond 2010
Portfolio $87 $112 $130 $195 $17 $52 $90 $195
Value Stock Portfolio $91 $124 $150 $237 $21 $64 $110 $237
Small Company Value Portfolio $92 $127 $155 $248 $22 $67 $115 $248
Global Bond Portfolio $94 $134 $167 $272 $24 $74 $127 $272
Index 400 Mid-Cap Portfolio $88 $117 $137 $212 $18 $57 $97 $212
Macro-Cap Value Portfolio $91 $126 $153 $243 $21 $66 $113 $243
Micro-Cap Growth Portfolio $95 $138 $173 $284 $25 $78 $133 $284
Real Estate Securities Portfolio $92 $127 $155 $248 $22 $67 $115 $248
Templeton Developing Markets
Class 2 Portfolio $102 $157 $205 $347 $32 $97 $165 $347
</TABLE>
*Annuitize for this purpose means the election of an Annuity Option under which
benefits are expected to continue for at least 5 years.
The examples contained in the table should not be considered a representation of
past or future expenses. Actual expenses may be greater or less than those
shown.
CAN YOU MAKE PARTIAL WITHDRAWALS FROM THE CONTRACT?
Yes. You may make withdrawals of the accumulation value of your contract before
an annuity begins. Your requests for partial withdrawals must be in writing.
PAGE 6
<PAGE>
Partial withdrawals are generally subject to the deferred sales charge. In
addition, a penalty tax on the amount of the taxable distribution may be
assessed upon withdrawals from the variable annuity contract in certain
circumstances, including distributions made prior to the owner's attainment of
age 59 1/2.
DO YOU HAVE A RIGHT TO CANCEL YOUR CONTRACT?
Yes. You may cancel your contract any time within ten days of receiving it by
returning it to us or your agent. In some states, the free look period may be
longer than ten days. For example, California's free look period is thirty days.
These rights are subject to change and may vary among the states.
WHAT IF THE OWNER OR ANNUITANT DIES?
If the contract owner dies before annuity payments begin, we will pay the death
benefit to the beneficiary named in the contract application. In the case of
joint owners, this amount would be payable at the death of the second owner. The
death benefit payable to the beneficiary upon the death of the contract owner
during the accumulation period is equal to the greater of:
- the amount of the accumulation value payable at death; or
- the total amount of your purchase, less all partial withdrawals.
If the annuitant dies after annuity payments have begun, we will pay whatever
death benefit may be called for by the terms of the annuity option selected. If
the owner of this contract is other than a natural person, such as a trust or
other similar entity, we will pay a death benefit of the accumulation value to
the named beneficiary on the death of the annuitant if death occurs prior to the
commencement of annuity payments.
WHAT ANNUITY OPTIONS ARE AVAILABLE?
The annuity options available are:
- a life annuity;
- a life annuity with a period certain of either 120 months, 180 months or
240 months;
- a joint and last survivor annuity and
- a period certain annuity.
Each annuity option may be elected as either a variable annuity or fixed annuity
or a combination of the two. Other annuity options may be available from us on
request.
WHAT VOTING RIGHTS DO YOU HAVE?
Contract owners and annuitants will be able to direct us as to how to vote
shares of the Funds held for their contracts where shareholder approval is
required by law in the affairs of the Funds.
PAGE 7
<PAGE>
(SIDEBAR)
We are a life insurance company.
The Variable Annuity Account is one of our separate accounts.
Each of the 20 sub-accounts of the Variable Annuity Account invests in a
different Fund Portfolio.
(END SIDEBAR)
GENERAL DESCRIPTIONS
A. MINNESOTA LIFE INSURANCE COMPANY
We are Minnesota Life Insurance Company ("Minnesota Life"), a life insurance
company organized under the laws of Minnesota. Minnesota Life was formerly known
as The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"), a mutual
life insurance company organized in 1880 under the laws of Minnesota. On October
1, 1998, a plan of reorganization created a mutual insurance holding company
named Minnesota Mutual Companies, Inc. Minnesota Mutual reorganized as a stock
insurance company subsidiary of the new holding company and took the new name
Minnesota Life. Our home office is at 400 Robert Street North, St. Paul,
Minnesota 55101-2098, telephone: (651) 665-3500. 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, Puerto Rico and
Guam.
B. VARIABLE ANNUITY ACCOUNT
We established the Variable Annuity Account on September 10, 1984, in accordance
with Minnesota law. The separate account is registered as a "unit investment
trust" with the SEC under the Investment Company Act of 1940, but that
registration does not mean that the SEC supervises the management, or the
investment practices or policies, of the Variable Annuity Account.
The assets of the Variable Annuity Account are not chargeable with liabilities
arising out of any other business we may conduct. The investment performance of
the Variable Annuity Account is entirely independent of both the investment
performance of our General Account and of any of our separate accounts. All
obligations under the contracts are our general corporate obligations.
The Variable Annuity Account currently has twenty sub-accounts to which you may
allocate purchase payments. Each sub-account invests in shares of a
corresponding Portfolio of the Funds. Additional sub-accounts may be added at
our discretion.
C. THE FUNDS
Advantus Fund is a mutual fund advised by Advantus Capital Management, Inc.
("Advantus Capital"). Advantus Fund issues its shares only to us and our
separate accounts. It may be offered to separate accounts of insurance companies
affiliated with us in the future. Advantus Capital is a wholly-owned subsidiary
of Minnesota Life.
PAGE 8
<PAGE>
(SIDEBAR)
We may change the Portfolios offered under the contract.
(END SIDEBAR)
Advantus Capital has retained investment sub-advisers to manage the investments
of certain Portfolios of Advantus Fund. Those sub-advisers are:
<TABLE>
<CAPTION>
SERIES FUND PORTFOLIO SUB-ADVISER
- --------------------- --------------------------------------
<S> <C>
Capital Appreciation Winslow Capital Management, Inc.
International Stock Templeton Investment Counsel, Inc.
Macro-Cap Value J.P. Morgan Investment Management Inc.
Micro-Cap Growth Wall Street Associates
Global Bond Julius Baer Investment Management Inc.
</TABLE>
The Variable Annuity Account also invests in Class 2 shares of Templeton
Developing Markets Fund, a diversified portfolio of Templeton Variable Products
Series Fund. The investment adviser of Templeton Developing Markets Fund is
Templeton Asset Management Ltd.
Prospectuses for Advantus Fund and Templeton Fund are attached to this
Prospectus. You should carefully read those prospectuses before investing in the
contract.
D. ADDITIONS, DELETIONS OR SUBSTITUTIONS
We retain the right, subject to any applicable law, to make substitutions with
respect to the investments of the sub-accounts of the Variable Annuity Account.
If investment in a fund should no longer be possible or if we determine it
becomes inappropriate for contracts of this class, we may substitute another
fund for a sub-account. Substitution may be with respect to existing
accumulation values, future purchase payments and future annuity payments.
We may also establish additional sub-accounts in the Variable Annuity Account
and we reserve the right to add, combine or remove any sub-accounts of the
Variable Annuity Account. Each additional sub-account will purchase shares in a
new portfolio or mutual fund. New sub-accounts may be established when, in our
sole discretion, marketing, tax, investment or other conditions warrant. We will
use similar considerations in determining whether to eliminate one or more of
the sub-accounts of the Variable Annuity Account. The addition of any investment
option may be made available to existing contract owners on whatever basis we
determine.
We also reserve the right, when permitted by law, to de-register the Variable
Annuity Account under the Investment Company Act of 1940, to restrict or
eliminate any voting rights of the contract owners, and to combine the Variable
Annuity Account with one or more of our other separate accounts.
Shares of the Funds are also sold to some of our other separate accounts, which
are used to receive and invest purchase payments 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 a Portfolio simultaneously. Although neither we nor the Funds
currently
PAGE 9
<PAGE>
(SIDEBAR)
A deferred sales charge may apply.
(END SIDEBAR)
foresee any such disadvantages either to variable life insurance policy owners
or to variable annuity contract owners, the Funds' Boards of Directors intend to
monitor events in order to identify any material conflicts between policy owners
and contract owners and to determine what action, if any, should be taken in
response thereto. Possible actions 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:
- changes in state insurance laws,
- changes in federal income tax laws,
- changes in the investment management of any of the Portfolios of the
Fund, or
- differences in voting instructions between those given by policy owners
and those given by contract owners.
CONTRACT CHARGES
The contract has several types of charges, all of which are discussed below.
A. DEFERRED SALES CHARGE
No sales charge is deducted from a purchase payment made for this contract.
However, when a contract's accumulation value is reduced by a withdrawal or a
surrender, a deferred sales charge may be deducted for expenses relating to the
sale of the contracts. There is no deferred sales charge on:
- amounts applied to provide an annuity under the contract,
- amounts returned pursuant to the contract's cancellation right, or
- amounts paid in the event of the death of the owner.
The deferred sales charge is the charge made on contract withdrawals or
surrenders. It is made during the seven year period following the receipt of
each purchase payment. The amount withdrawn plus any deferred sales charge is
deducted from the accumulation value by canceling accumulation units.
The amount of the deferred sales charge is determined from the percentages shown
in the table below. All purchase payments will be allocated to a withdrawal or a
surrender for this purpose on a first-in, first-out basis. It applies only to
withdrawal or surrender of purchase payments we received within seven years of
the date of the withdrawal or surrender. However, you may withdraw without a
deferred sales charge the excess, if any, of the accumulation value of the
contract over the sum of all of the purchase payments made to the contract,
reduced by the amount of previous purchase payment withdrawals.
We will waive the sales charge on:
- any portion of a contract's purchase payments applied to the purchase of
an Adjustable Income Annuity (an immediate variable annuity product that
we issue) and
PAGE 10
<PAGE>
(SIDEBAR)
We pay broker-dealers to sell the contracts.
(END SIDEBAR)
- amounts withdrawn because of an excess contribution to a tax-qualified
contract including (including for example IRAs and tax sheltered
annuities).
The applicable deferred sales charge percentage is as shown in the table below:
<TABLE>
<CAPTION>
CONTRACT YEARS SINCE PAYMENT CHARGE
- ---------------------------- ------
<S> <C>
0-1 7%
1-2 7%
2-3 6%
3-4 5%
4-5 4%
5-6 3%
6-7 2%
7 and thereafter 0%
</TABLE>
The amount of the deferred sales charge is determined by:
- calculating the number of years each purchase payment being withdrawn has
been in the contract;
- multiplying each purchase payment withdrawn by the appropriate sales
charge percentage in the table; and
- adding the deferred sales charge from all purchase payments so
calculated.
Ascend Financial Services, Inc. ("Ascend Financial"), the principal underwriter
for the contracts, may pay up to 4.5% of the amount of purchase payments to
broker-dealers who sell the contracts. In addition, either we or Ascend
Financial will pay credits which allow registered representatives who are
responsible for sales of variable annuity contracts to attend conventions and
other meetings that we or our affiliates sponsor, for the purpose of promoting
the sale of the insurance and/or investment products that we or our affiliates
offer. Such credits may cover the registered representatives' transportation,
hotel accommodations, meals, registration fees and the like. We may also pay
those registered representatives amounts based upon their production and the
persistency of life insurance and annuity business they place with us.
B. MORTALITY AND EXPENSE RISK CHARGE
We assume mortality risks under the contract by our obligation to continue to
make monthly annuity payments to each annuitant, in accordance with the annuity
rate tables and other provisions in the contract, 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 monthly annuity payments received
under the contract.
PAGE 11
<PAGE>
(SIDEBAR)
The mortality and expense risk charge is 1.25%, but we may increase it to 1.40%.
You can instruct us how to vote Fund shares.
(END SIDEBAR)
Our expense risk is the risk that the charges under the contract will be
inadequate to cover our expenses.
For assuming these risks, we currently make a deduction from the Variable
Annuity Account at the annual rate of 1.25%. We reserve the right to increase
the charge to not more than 1.40% on an annual basis.
If these deductions are insufficient to cover our actual costs, then we will
absorb the resulting losses. Conversely, if the deductions are more than
sufficient after the establishment of any contingency reserves deemed prudent or
required by law, any excess will be profit to us. Some or all of such profit may
be used to cover any distribution costs not recovered through the deferred sales
charge.
C. TRANSACTION AND CONTRACT CHARGES
There currently is no charge for any transfer. We reserve the right to charge up
to $25, for the second and subsequent transfers in any calendar month. We also
reserve the right to charge a $50 fee to cover administrative costs if you
exchange the contract for another of our variable annuities.
A one time $200 contract fee is imposed if you elect a fixed annuity.
VOTING RIGHTS
We will vote the Fund shares held in the Variable Annuity Account at shareholder
meetings of the Funds. We will vote shares attributable to contracts in
accordance with instructions received from contract owners with voting interests
in each sub-account of the Variable Annuity Account. We will vote shares for
which no instructions are received and shares not attributable to contracts in
the same proportion as shares for which instructions have been received. The
number of votes for which a contract owner may provide instructions will be
calculated separately for each sub-account of the Variable Annuity Account. If
applicable laws should change so that we were allowed to vote shares in our own
right, then we may elect to do so.
During the accumulation period, the contract owner holds the voting interest in
the contract. The number of votes will be determined by dividing the
accumulation value of the contract attributable to each sub-account by the net
asset value per share of the Fund shares held by that sub-account.
During the annuity period, the annuitant holds the voting interest in the
contract. The number of votes will be determined by dividing the reserve for
each contract allocated to each sub-account by the net asset value per share of
the Fund shares held by that sub-account. After an annuity begins, the votes
attributable to any particular contract will decrease as the reserves decrease.
In determining any voting interest, fractional shares will be recognized.
We shall notify each contract owner or annuitant of a Fund shareholders' meeting
if the shares held for the contract owner's contract may be voted at the
meeting. We will also send proxy materials and a form of instruction so that you
can instruct us with respect to voting.
PAGE 12
<PAGE>
(SIDEBAR)
The contract is a flexible payment variable annuity.
We issue the contract to you and you select the annuitant.
(END SIDEBAR)
DESCRIPTION OF THE CONTRACT
A. GENERAL PROVISIONS
1. Flexible Payment Variable Annuity Contract
The contract may be used in connection with all types of tax-qualified plans,
state deferred compensation plans or individual retirement annuities or may also
be purchased by individuals not as a part of any plan. The contract provides for
a variable annuity or a fixed annuity to begin at some future date. Purchase
payments are flexible with respect to timing and amount.
2. Issuance of Contract
The contract is issued to you, the contract owner named in the application. You
may be the annuitant or may specify someone else to be the annuitant.
3. Modification of the Contract
Your contract may be modified at any time by written agreement between you and
us. However, no such modification will adversely affect the rights of an
annuitant under the contract unless the modification is made to comply with a
law or government regulation. You will have the right to accept or reject the
modification. This right of acceptance or rejection is limited for contracts
used as individual retirement annuities.
4. Assignment
If the contract is sold in connection with a tax-qualified program (including
employer sponsored employee pension benefit plans, tax-sheltered annuities and
individual retirement annuities), then:
- your or the annuitant's interest may not be assigned, sold, transferred,
discounted or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose, and
- to the maximum extent permitted by law, benefits payable under the
contract shall be exempt from the claims of creditors.
If the contract is not issued in connection with a tax-qualified program, any
person's interest in the contract may be assigned during the lifetime of the
annuitant.
We will not be bound by any assignment until we have recorded written notice of
it at our home office. We are not responsible for the validity of any
assignment. An assignment will not apply to any payment or action we make before
it was recorded. Any payments to an assignee will be paid in a single sum. Any
claim made by an assignee will be subject to proof of the assignee's interest
and the extent of the assignment.
PAGE 13
<PAGE>
(SIDEBAR)
You cannot pay more than $5 million unless we consent.
We may cancel your contract if you stop making payments and have a small
accumulation value.
We normally pay lump sum payments within 7 days, but may delay payments in
certain circumstances.
(END SIDEBAR)
5. Limitations on Purchase Payments
You choose when to make purchase payments. There is no minimum purchase payment
amount and there is no minimum amount which must be allocated to any sub-account
of the Variable Annuity Account. In the Variable Annuity Account, your purchase
payments are invested in the Funds according to your instructions. We will
return your initial payment within five business days if:
- your application fails to specify which Portfolios you desire, or is
otherwise incomplete, and;
- you do not consent to our retention of your initial payment until the
application is made complete.
Total purchase payments under the contract may not exceed $5,000,000, except
with our consent.
The contract permits us to cancel your contract, and pay you its accumulation
value if:
- no purchase payments are made for a period of two or more full contract
years and;
- the total purchase payments made, less any withdrawals and associated
charges are less than $2,000, and;
- the accumulation value of the contract is less than $2,000.
We will notify you, in advance, of our intent to exercise this right in our
annual report to you about the status of your contract. We will cancel the
contract ninety days after the contract anniversary unless we receive an
additional purchase payment before the end of that ninety day period. Contracts
issued in some states (for example, New Jersey) do not contain such a
cancellation because the laws of those states do not permit it.
There may be limits on the maximum contributions to retirement plans that
qualify for special tax treatment.
6. Deferment of Payment
We will pay any single sum payment within seven days after the date the payment
is called for by the terms of the contract, unless the payment is postponed for:
- 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 SEC;
- any period during which an emergency exists as determined by the SEC as a
result of which it is not reasonably practical to dispose of securities
in the Portfolio(s) or to fairly determine the value of the assets of the
Portfolio(s); or
- other periods the SEC by order permits for the protection of the contract
owners.
PAGE 14
<PAGE>
(SIDEBAR)
The contract is non-participating.
Each of the annuity options is available on a fixed, variable or combination
fixed and variable basis.
You tell us when to begin making annuity payments to the annuitant, unless your
retirement plan requires them to commence by a certain age.
(END SIDEBAR)
7. Participation
The contract is non-participating. Contracts issued before October 1, 1998 were
participating.
No assurance can be given as to the amounts if any, that will be distributable
under participating contracts in the future. When we make any distribution, it
may take the form of additional payments to annuitants or the crediting of
additional accumulation units. We do not anticipate making dividend payments
under this contract.
B. ANNUITY PAYMENTS AND OPTIONS
1. Annuity Payments
Variable annuity payments are determined on the basis of:
- the mortality table specified in the contract, which reflects the age of
the annuitant,
- the type of annuity payment option you select, and
- the investment performance of the Fund Portfolios you select.
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 each month. The value of those units (and thus
the amounts of the monthly annuity payments) will, however, reflect investment
gains and losses and investment income of the Portfolios. Thus, the annuity
payments will vary with the investment experience of the assets of the
Portfolios you select.
2. Electing the Retirement Date and Form of Annuity
The contract provides for four annuity options. Any one of them may be elected
if permitted by law. Each annuity option may be elected on either a variable
annuity or a fixed annuity basis, or a combination of the two. We may make other
annuity options available on request.
While the contract requires that we must receive your notice of election to
begin annuity payments at least 30 days prior to the annuity commencement date,
we are currently waiving that requirement for variable annuity elections
received at least two valuation days prior to the 15th of the month. We reserve
the right to enforce the 30 day notice requirement at our option at any time in
the future.
The contract permits an annuity payment to begin on the first day of any month.
Under the contract, if you do not make an election, annuity payments will begin
on the later of:
- the 85th birthday of the annuitant, or
- five years after the date of issue of the contract.
PAGE 15
<PAGE>
Currently, it is our practice to await your instructions before beginning to pay
annuity payments. If you fail to elect an annuity option, a variable annuity
will be provided and the annuity option will be Option 2A, a life annuity with a
period of 120 months. The minimum first monthly annuity payment on either a
variable or fixed dollar basis must be at least $20. If the first monthly
annuity payment would be less than $20, we may fulfill our obligation by paying
in a single sum the surrender value of the contract which would otherwise have
been applied to provide annuity payments.
The maximum amount which may be applied to provide a fixed annuity under the
contract is $1,000,000.
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 Options
OPTION 1 - LIFE ANNUITY This is an annuity payable monthly during the lifetime
of the annuitant and terminating with the last monthly payment preceding the
death of the annuitant. This option offers the maximum monthly payment since
there is no guarantee of a minimum number of payments or provision for a death
benefit for beneficiaries. It would be possible under this option for the
annuitant to receive only one annuity payment if he or she died prior to the due
date of the second annuity payment, two if he or she died before the due date of
the third annuity payment, etc.
OPTION 2 - LIFE ANNUITY WITH A PERIOD CERTAIN OF 120 MONTHS (OPTION 2A), 180
MONTHS (OPTION 2B), OR 240 MONTHS (OPTION 2C) This is an annuity payable
monthly during the lifetime of the annuitant, with the guarantee that if the
annuitant dies before payments have been made for the period certain elected,
payments will continue to the beneficiary during the remainder of the period
certain. If the beneficiary so elects at any time during the remainder of the
period certain, the present value of the remaining guaranteed number of
payments, based on the then current dollar amount of one such payment and using
the same interest rate which served as a basis for the annuity shall be paid in
a single sum to the beneficiary.
OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY This is an annuity payable monthly
during the joint lifetime of the annuitant and a designated joint annuitant and
continuing thereafter during the remaining lifetime of the survivor. Under this
option there is no guarantee of a minimum number of payments or provision for a
death benefit for beneficiaries. If this option is elected, the contract and
payments shall then be the joint property of the annuitant and the designated
joint annuitant. It would be possible under this option for both annuitants to
receive only one annuity payment if they both died prior to the due date of the
second annuity payment, two if they died before the due date of the third
annuity payment, etc.
PAGE 16
<PAGE>
(SIDEBAR)
The amount of your first annuity payment depends on the age of the annuitant and
the annuity option you select.
(END SIDEBAR)
OPTION 4 - PERIOD CERTAIN ANNUITY This is an annuity payable monthly for a
period certain of 5 to 20 years, as elected. If the annuitant dies before
payments have been made for the period certain elected, payments will continue
to the beneficiary during the remainder of the period certain. At any time
during the payment period, the payee may elect that:
- the present value of the remaining guaranteed number of payments, based
on the then current dollar amount of one such payment and using the same
interest rate which served as a basis for the annuity, shall be paid in a
single sum, or
- the commuted amount shall be applied to effect a life annuity under
Option 1 or Option 2.
4. Determination of Amount of First Monthly Annuity Payment
The first monthly annuity payment under the contract is determined by the
accumulation value of the contract when the annuity begins. In addition, many
states impose a premium tax on the amount used to purchase an annuity benefit,
depending on the type of plan involved. These taxes currently range from 0% to
3.5% and are deducted from the accumulation value applied to provide annuity
payments. We reserve the right to make such deductions from purchase payments as
they are received.
The amount of the first monthly payment depends on the optional annuity form
elected and the "adjusted age" of the annuitant. A formula for determining the
adjusted age is contained in your contract.
The contract contains tables indicating the dollar amount of the first fixed
monthly payment under each optional annuity form for each $1,000 of value
applied (after deduction of any premium taxes not previously deducted). If, when
annuity payments are elected, we are using tables of annuity rates for this
contract which result in larger annuity payments, we will use those tables
instead.
The dollar amount of the first monthly variable annuity payment is determined by
applying the accumulation value (minus any premium tax deduction) to a rate per
$1,000 contained in a table in the contract. The contract table on which the
rate per $1,000 is based assumes an interest rate of 4.5% per annum. The amount
of the first payment depends upon the annuity payment option selected and the
adjusted age(s) of the annuitant and any joint annuitant. A number of annuity
units is then determined by dividing this dollar amount by the then current
annuity unit value. Thereafter, the number of annuity units remains unchanged
during the period of annuity payments. This determination is made separately for
each sub-account of the Variable Annuity Account. The number of annuity units is
based upon the accumulation value in each sub-account as of the date annuity
payments are to begin.
The dollar amount determined for each sub-account will then be aggregated for
purposes of making payments.
PAGE 17
<PAGE>
The 4.5% interest rate assumed in the variable annuity determination would
produce level annuity payments if the net investment factor remained constant at
4.5% per year. Subsequent payments will decrease, remain the same or increase
depending upon whether the actual net investment factor is less than, equal to,
or greater than 4.5%.
Annuity payments are always made as of the first day of a month. The contract
requires that we receive notice of election to begin annuity payments at least
thirty days prior to the annuity commencement date. We currently waive this
notice requirement, but reserve the right to enforce it in the future.
Money will be transferred to the General Account for the purpose of electing
fixed annuity payments, or to the appropriate variable sub-accounts for variable
annuity payments, on the first valuation date on or following the fourteenth day
of the month preceding the date on which the annuity is to begin.
If a request for a fixed annuity is received between the first valuation date
following the fourteenth day of the month and the second to last valuation date
of the month prior to commencement, the transfer will occur on the next
valuation date on or following the date on which the request is received. If a
fixed annuity request is received after the third to the last valuation day of
the month prior to commencement, it will be treated as a request received the
following month, and the commencement date will be changed to the first of the
month following the requested commencement date. The account value used to
determine fixed annuity payments will be the value as of the last valuation date
of the month preceding the date the fixed annuity is to begin.
If a variable annuity request is received after the third valuation date
preceding the first valuation date following the fourteenth day of the month
prior to the commencement date, it will be treated as a request received the
following month, and the commencement date will be changed to the first of the
month following the requested commencement date. The account value used to
determine the initial variable annuity payment will be the value as of the first
valuation date following the fourteenth day of the month prior to the variable
annuity commencement date.
5. Amount of Second and Subsequent Monthly Annuity Payments
The dollar amount of the second and later variable annuity payments is equal to
the number of annuity units determined for each sub-account times the annuity
unit value for that sub-account as of the due date of the payment. This amount
may increase or decrease from month to month.
6. Value of the Annuity Unit
The value of an annuity unit for a sub-account is determined monthly as of the
first day of each month by multiplying the value on the first day of the
preceding month by the product of:
- .996338, and
PAGE 18
<PAGE>
(SIDEBAR)
You may change Portfolios in the annuity period, subject to some restrictions.
(END SIDEBAR)
- the ratio of the value of the accumulation unit for that sub-account for
the valuation date next following the fourteenth day of the preceding
month to the value of the accumulation unit for the valuation date next
following the fourteenth day of the second preceding month (.996338 is a
factor to neutralize the assumed net investment factor, as discussed
above, of 4.5% per annum built into the first payment calculation which
is not applicable because the actual net investment rate is credited
instead).
The value of an annuity unit for a sub-account as of any date other than the
first day of a month is equal to its value as of the first day of the next
succeeding month.
7. Transfer of Annuity Reserves
During the annuity period, we hold amounts as "reserves" for our obligations to
make annuity payments under your contract. You specify where we hold those
reserves. If you specify a sub-account of the Variable Annuity Account, then the
amount of your annuity payments will vary with the performance of that sub-
account. Amounts held as annuity reserves may be transferred among the sub-
accounts. Annuity reserves may also be transferred from a variable annuity to a
fixed annuity during this time. The change must be made by a written request.
The annuitant and joint annuitant, if any, must make such an election.
There are restrictions to such a transfer:
- The transfer of an annuity reserve amount from any sub-account must be at
least equal to $5,000 or the entire amount of the reserve remaining in
that sub-account.
- Annuity payments must have been in effect for a period of 12 months
before a change may be made.
- Such transfers can be made only once every 12 months.
- We must receive the written request for an annuity transfer more than 30
days in advance of the due date of the annuity payment subject to the
transfer.
Upon request, we will make available to you annuity reserve amount sub-account
information.
A transfer will be made on the basis of annuity unit values. The number of
annuity units from the sub-account being transferred will be converted to a
number of annuity units in the new sub-account. The annuity payment option will
remain the same and cannot be changed. After this conversion, a number of
annuity units in the new sub-account will be payable under the elected option.
The first payment after conversion will be of the same amount as it would have
been without the transfer. The number of annuity units will be set at the number
of units which are needed to pay that same amount on the transfer date.
PAGE 19
<PAGE>
(SIDEBAR)
If you die prior to commencement of annuity payments, there is a death benefit
that is guaranteed not to be less than your purchase payments.
(END SIDEBAR)
When we receive a request for the transfer of variable annuity reserves, it will
be effective for future annuity payments. The transfer will be effective and
funds actually transferred in the middle of the month prior to the next annuity
payment affected by your request. We will use the same valuation procedures to
determine your variable annuity payment that we used initially.
Amounts held as reserves to pay a variable annuity may also be transferred to a
fixed annuity during the annuity period. However, the restrictions which apply
to annuity sub-account transfers will apply in this case as well. The amount
transferred will then be applied to provide a fixed annuity amount. This amount
will be based upon the adjusted age of the annuitant and any joint annuitant at
the time of the transfer and a $200 contract fee will be imposed. The annuity
payment option will remain the same. Amounts paid as a fixed annuity may not be
transferred to a variable annuity.
When we receive a request to make such a transfer to a fixed annuity, it will be
effective for future annuity payments. The transfer will be effective and funds
actually transferred in the middle of the month prior to the next annuity
payment. We will use the same fixed annuity pricing at the time of transfer that
we use to determine an initial fixed annuity payment. However, if your annuity
is based upon annuity units in a sub-account which matures on a date other than
the stated annuity valuation date, then your annuity units will be adjusted to
reflect sub-account performance in the maturing sub-account to which reserves
are transferred for the period between annuity valuation dates.
C. DEATH BENEFITS
If the owner dies before annuity payments begin, the amount of the death benefit
will be based upon the contract accumulation value next determined after we
receive due proof of death at our home office. Death proceeds will be paid in a
single sum to the beneficiary designated unless an annuity option is elected.
Payment will be made within seven days after we receive due proof of death.
Except as noted below, the entire interest in the contract must be distributed
within five years of the owner's death.
The contract has a guaranteed death benefit if the owner dies before annuity
payments have started. The death benefit shall be equal to the greater of:
- the amount of the accumulation value payable at death; or
- the amount of your total purchase payments paid, less all contract
withdrawals.
If the owner dies on or before the date on which annuity payments begin and if
the designated beneficiary is a person other than the owner's spouse, that
beneficiary may elect an annuity option measured by a period not longer than
that beneficiary's life expectancy only if annuity payments begin not later than
one year after the owner's death. If there is no designated beneficiary, then
the entire interest in a contract must be distributed within five years after
the
PAGE 20
<PAGE>
(SIDEBAR)
Initial purchase payments are credited within 2 business days of our receipt of
a complete application.
Subsequent purchase payments are credited on the day we receive them, or on the
next business day if they arrive late in the day.
(END SIDEBAR)
owner's death. If the annuitant dies after annuity payments have begun, any
payments received by a non-spouse beneficiary must be distributed at least as
rapidly as under the method elected by the annuitant as of the date of death.
If there are joint owners of this contract, the death benefit described will not
be payable until the death of the surviving joint owner.
If any portion of the contract interest is payable to the owner's designated
beneficiary who is also the surviving spouse of the owner, that spouse shall be
treated as the contract owner for purposes of determining:
- when payments must begin, and
- the time of distribution in the event of that spouse's death.
Payments must be made in substantially equal installments.
If the owner of this contract is other than a natural person, such as a trust or
other entity, we will pay a death benefit of the accumulation value to the named
beneficiary on the death of the annuitant, if death occurs prior to the date for
annuity payments to begin.
D. PURCHASE PAYMENTS AND VALUE OF THE CONTRACT
1. Crediting Accumulation Units
During the accumulation period (the period before annuity payments begin) each
purchase payment is credited on the valuation date on or following the date we
receive the purchase payment at our home office. When the contract is originally
issued, application forms are completed by the applicant and forwarded to our
home office. We will review each application form for compliance with our issue
criteria and, if it is accepted, we will issue a contract.
If your initial purchase payment is accompanied by an incomplete application,
your purchase payment will not be credited until we receive a completed
application. We will immediately return your initial purchase payment in full if
it appears your application cannot be completed within five business days,
unless you specifically consent to our holding your purchase payment until your
application is completed.
We will credit your purchase payments to your contract in the form of
accumulation units. The number of accumulation units credited with respect to
each purchase payment is determined by dividing the portion of the purchase
payment allocated to each sub-account by the then current accumulation unit
value for that sub-account.
The number of accumulation units so determined shall not be changed by any
subsequent change in the value of an accumulation unit, but the value of an
accumulation unit will vary from valuation date to valuation date to reflect the
investment experience of the Portfolios you select.
We will determine the value of accumulation units on each day on which each
Portfolio is valued. The net asset value of the Portfolios' shares shall be
computed
PAGE 21
<PAGE>
(SIDEBAR)
Systematic transfers and telephone transfers are available.
(END SIDEBAR)
once daily, and, in the case of Money Market Portfolio, after the declaration of
the daily dividend, as of the primary closing time for business on the New York
Stock Exchange (currently, 3:00 p.m., (Central time)), on each day, Monday
through Friday, except:
- days on which changes in the value of that Fund's portfolio securities
will not materially affect the current net asset value of that
Portfolio's shares,
- days during which none of that Portfolio's shares are tendered for
redemption and no order to purchase or sell that Portfolio's shares is
received by that Portfolio and
- customary national business holidays on which the New York Stock Exchange
is closed for trading.
Accordingly, the value of accumulation units so determined will be applicable to
all purchase payments we receive at our home office on that day prior to the
close of business of the New York Stock Exchange. The value of accumulation
units applicable to purchase payments received after the close of business of
the New York Stock Exchange will be the value determined on the next valuation
date.
Applications lacking instructions about allocation of purchase payment amounts
among the sub-accounts of the Variable Annuity Account will be treated as
incomplete.
2. Transfers
Upon your written request, accumulation values may be transferred among the
sub-accounts of the Variable Annuity Account. We will make the transfer on the
basis of accumulation unit values on the valuation date we receive the request
at our home office. No deferred sales charge will be imposed on transfers. There
is no dollar amount limitation on transfers.
Systematic transfer arrangements may be established among the sub-accounts of
the Variable Annuity Account. They may begin on the 10th or 20th of any month
and if a transfer cannot be completed it will be made on the next available
transfer date. In the absence of specific instructions, systematic transfers
will be made on a monthly basis and will remain active until the appropriate
sub-account accumulation value is depleted. Systematic transfer arrangements are
limited to a maximum of twenty sub-accounts. There is no charge for systematic
transfers.
As a type of systematic transfer arrangement, for certain contracts we offer
automatic portfolio rebalancing ("APR") on a quarterly, semi-annual and annual
basis. Instructions to us must be in whole percentages totaling 100%. They will
be treated as instructions for transfers to and from the various sub-accounts.
Rebalancing instructions will not affect the current allocation of future
contributions; they may differ from those future allocations and are not limited
to any minimum or maximum number of sub-accounts. There will be no charge for
PAGE 22
<PAGE>
(SIDEBAR)
If you make very large purchase payments we may credit your contract with extra
values ("volume credits").
(END SIDEBAR)
APR transfers and this feature will be available after August 1, 1999. APR is
not available for values in the General Account or in the Series Fund Maturing
Government Bond Portfolios.
You may effect transfers, cancel automatic premium plans or change the
allocation of your future purchase payments by telephone. Telephone transfers
are subject to the same conditions and procedures as written transfer requests.
During periods of marked economic or market changes, you may experience
difficulty in implementing a telephone transfer due to a heavy volume of
telephone calls. If that occurs, you should consider submitting a written
transfer request while continuing to attempt telephone instructions. We reserve
the right to restrict the frequency of -- or otherwise modify, condition,
terminate or impose charges upon -- telephone transfer privileges. For more
information on telephone transfers, contact us.
Telephone contract services are automatically available to you. We will employ
reasonable procedures to satisfy ourselves that instructions received from
contract owners are genuine and, to the extent that we do not, we may be liable
for any losses due to unauthorized or fraudulent instructions. We require
contract owners or a person authorized by the owner to personally identify
themselves in telephone conversations through information we designate. We
record your telephone transfer instruction conversations and we provide you with
a written confirmation of your telephone transfer.
3. Volume Credit
Where allowed by law, we reserve the right to credit certain additional amounts
("volume credit") to your contract if you make large purchase payments. We pay
for your volume credit with funds from our General Account. We reserve the right
to modify, suspend or terminate this volume credit program at any time, or from
time to time, without notice.
The current breakpoints for qualifying for a volume credit are shown below. Also
shown is the value of the volume credit as a percentage of your purchase
payment.
<TABLE>
<CAPTION>
VOLUME CREDIT AS A
PURCHASE PAYMENT PERCENTAGE OF THE PURCHASE PAYMENT
- ----------------------- ----------------------------------
<S> <C>
$ 0 - 499,999 0.000
500,000 - 749,999 0.375
750,000 - 999,999 0.750
1,000,000 - 1,499,999 1.125
1,500,000 - 1,999,999 1.500
2,000,000 - 2,499,999 1.875
2,500,000 - 2,999,999 2.250
3,000,000 - 3,999,999 2.625
4,000,000 - 5,000,000 3.000
</TABLE>
PAGE 23
<PAGE>
(SIDEBAR)
Volume credits may have tax consequences.
Your contract's accumulation value varies with the performance of the Portfolios
you select and is not guaranteed.
(END SIDEBAR)
Your volume credit is added the next business day after your purchase payments
are allocated to your contract, and are allocated to the investment options in
the same manner as the purchase payment. If you exercise your right to return
your contract under the free look provision, the value of any volume credit as
of the date your contract is canceled will be deducted from your accumulated
value prior to determining the amount to be returned to you. However, the amount
deducted will not exceed the total sales charge. We do not consider the volume
credit to be part of your "investment in the contract" for income tax purposes
(see "Federal Tax Status"). Generally, volume credit will be treated as gain
upon distribution. Volume credit amounts may be withdrawn without assessment of
the deferred sales charge (see "Deferred Sales Charge").
Each time a new purchase payment is made, a new volume credit will be
calculated. The applicable percentage from the chart will be based on the total
cumulative purchase payments to date, including the new purchase payment, less
all prior purchase payments withdrawn. The new volume credit equals this
percentage times the amount of the new purchase payment.
4. Value of the Contract
The accumulation value of your contract at any time prior to the commencement of
annuity payments can be determined by multiplying the number of accumulation
units of each sub-account to which you allocate values by the current value of
those units and then adding the values so calculated. There is no assurance that
your accumulation value will equal or exceed your purchase payments. We will
advise you periodically of the number of accumulation units credited to your
contract for each sub-account of the Variable Annuity Account, the current value
of each accumulation unit, and the total value of your contract.
5. Accumulation Unit Value
The value of an accumulation unit for each sub-account of the Variable Annuity
Account was set at $1.000000 on the first valuation date of the sub-account. The
value of an accumulation unit on any subsequent valuation date is determined by
multiplying the value of that accumulation unit on the immediately preceding
valuation date by the net investment factor for the applicable sub-account
(described below) for the valuation period just ended. The value of an
accumulation unit as of any date other than a valuation date is equal to its
value on the next valuation date.
6. Net Investment Factor for Each Valuation Period
The net investment factor is an index used to measure the investment performance
of a sub-account from one valuation period to the next. For any sub-account, the
net investment factor for a valuation period is the gross investment rate for
that sub-account for the valuation period, less a deduction for the mortality
and expense risk charge at the current rate of 1.25% per annum.
PAGE 24
<PAGE>
The gross investment rate is equal to:
- the net asset value per share of a Portfolio share held in a sub-account
of the Variable Annuity Account determined at the end of the current
valuation period, plus
- 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
- the net asset value per share of that Portfolio share determined at the
end of the preceding valuation period.
The gross investment rate may be positive or negative.
E. REDEMPTIONS
1. Partial Withdrawals and Surrender
Prior to the date annuity payments begin you may make partial withdrawals from
your contract in amounts of at least $250. Your accumulation value will be
reduced by the amount of your withdrawal and any applicable deferred sales
charge. Unless you instruct us otherwise, withdrawals will be made from the
Variable Annuity Account in the same proportion that the value of your interest
in any sub-account bears to your total accumulation value on a pro-rata basis.
We will waive the applicable dollar amount limitation:
- on withdrawals where a systematic withdrawal program is in place and the
smaller amount satisfies the minimum distribution requirements of the
Code, or
- the withdrawal is requested because of an excess contribution to a tax-
qualified contract.
Withdrawal values will be determined as of the valuation date we received your
written withdrawal request at our home office.
Unless you tell us otherwise, systematic withdrawals will be made from the sub-
accounts on a pro-rata basis if the accumulation values are in no more than
twenty sub-accounts. No more than twenty sub-accounts may be used for systematic
withdrawals.
Prior to the commencement of annuity payments, you may elect to surrender your
contract for its surrender value. You will receive in a single cash sum the
accumulation value computed as of the valuation date your surrender request is
received, reduced by any applicable deferred sales charge. In lieu of a cash sum
payment, you may elect an annuity.
Once annuity payments have commenced, the annuitant cannot surrender his or her
annuity benefit and receive a single sum settlement in lieu thereof. For a
discussion of commutation rights of annuitants and beneficiaries subsequent to
the annuity commencement date, see "Optional Annuity Forms."
PAGE 25
<PAGE>
(SIDEBAR)
You can cancel your contract within 10 days of receiving it and we will refund
you the greater of your accumulation value or your purchase payments.
We are not offering tax advice. You should consult your own tax adviser.
(END SIDEBAR)
You may also submit your signed written withdrawal or surrender requests to us
by facsimile (FAX) transmission. Our FAX number is (651) 665-7942. You also may
send us transfer instructions or changes of future allocations of purchase
payments by FAX. Payment of a partial withdrawal or surrender will be made to
you within 7 days after we receive your completed request.
2. Right of Cancellation
You should read your contract carefully as soon as you receive it. You may
cancel your 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. If you cancel and return your contract, we will refund to
you the greater of:
- the accumulation value of the contract, or
- the amount of purchase payments paid under the contract.
Payment of the requested refund will be made to you within seven days after we
receive notice of cancellation. In some states, the free look period may be
longer. For example, California's free look period is thirty days. Those rights
are subject to change and may vary among the states.
The liability of the Variable Annuity Account under the foregoing is limited to
the accumulation value of the contract at the time it is returned for
cancellation. We will pay for any additional amounts necessary to make our
refund to you equal to your purchase payments.
FEDERAL TAX STATUS
INTRODUCTION
Our tax discussion in this prospectus is general in nature and is not intended
as tax advice. You should consult a competent tax adviser. We make no attempt 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. We make no representation regarding the likelihood of continuation
of current income tax laws or the current interpretations of the Internal
Revenue Service ("IRS"). The contract may be purchased on a non-tax qualified
basis or purchased and used in connection with certain retirement arrangements
entitled to special income tax treatment under section 401(a), 403(b), 408(b),
408A or 457 of the Code. The ultimate effect of federal income taxes on the
amounts held under a contract, on annuity payments, and on the economic benefit
to the contract owner, the annuitant, or the beneficiary(s) may depend on the
tax status of the individual concerned.
We are taxed as a "life insurance company" under the Internal Revenue Code. The
operations of the Variable Annuity Account form a part of, and are taxed with,
our other business activities. Currently, we pay no federal income tax on income
dividends received by the Variable Annuity Account or on capital gains
PAGE 26
<PAGE>
(SIDEBAR)
Taxes on gains under the contract are normally deferred until there is a
distribution of contract values.
Ordinary income tax rates apply to amounts distributed in excess of purchase
payments. Gains are assumed to be distributed before return of purchase
payments.
A penalty tax may apply to distributions prior to age 59 1/2.
(END SIDEBAR)
arising from the Variable Annuity Account's activities. The Variable Annuity
Account is not taxed as a "regulated investment company" under the Code and we
do 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 generally 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. As a general rule, deferred
annuity contracts held by an entity (such as a corporation or trust) that is not
a natural person are not treated as annuity contracts for federal tax purposes.
The investment income on such contracts is taxed as ordinary income that is
received or accrued by the owner of the contract during the taxable year.
The taxable portion of payments made in the event of a full surrender of an
annuity is generally the amount in excess of the purchase payments for the
contract. Amounts withdrawn upon a partial withdrawal from the variable annuity
contracts not part of a qualified program are treated first as taxable income to
the extent of the excess of the contract value over the purchase payments made
under the contract. All taxable amounts received under an annuity contract are
subject to tax at ordinary rather than capital gain tax rates.
In the case of a withdrawal under an annuity that is part of a tax-qualified
retirement plan, 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.
The taxable portion for annuity payments, is generally determined by a formula
that establishes the ratio of the cost basis of the contract to the expected
return under the contract. The taxable part is taxed at ordinary income rates.
The Code imposes a 10% penalty tax on the taxable portion of certain
distributions from annuity contracts. This additional tax does not apply:
- where the taxpayer is 59 1/2 or older,
- where payment is made on account of the taxpayer's disability, or
- where payment is made by reason of the death of the owner, and
- in certain other circumstances.
The Code also provides an exception to the penalty tax for distributions, in
periodic payments, of substantially equal installments, where they are made for
the life (or life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of the taxpayer and beneficiary.
PAGE 27
<PAGE>
(SIDEBAR)
Transfers, assignments and certain designations of annuitants can have tax
consequences.
(END SIDEBAR)
For some types of qualified plans, other tax penalties may apply to certain
distributions.
A transfer of ownership of a contract, a pledge of any interest in a contract as
security for a loan, 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. If you are contemplating such a transfer, pledge,
designation or assignment, you should consult a competent tax adviser about its
potential tax effects.
For purposes of determining a contract owner's gross income, the Code provides
that all nonqualified deferred annuity contracts issued by the same company (or
its affiliates) to the same contract owner during any calendar year shall be
treated as one annuity contract. Additional rules may be promulgated under this
provision to prevent avoidance of its effect through serial contracts or
otherwise.
DIVERSIFICATION REQUIREMENTS
Section 817(h) of the Code authorizes the Treasury Department to set standards
by regulation or otherwise for the investments of the Variable Annuity Account
to be "adequately diversified" in order for the contract to be treated as an
annuity contract for federal tax purposes. The Variable Annuity Account, through
the Fund Portfolios, intends to comply with the diversification requirements
prescribed in Regulations Section 1.817-5, which affect how the Portfolio's
assets may be invested. Although the investment adviser of Advantus Fund is an
affiliate of ours, we do not control Advantus Fund or the investments of its
Portfolios. Nonetheless, we believe that each Portfolio of Advantus Fund in
which the Variable Annuity Account owns shares will be operated in compliance
with the requirements prescribed by the Treasury.
Prior to the enactment of Section 817(h), the IRS published several rulings
under which owners of certain variable annuity contracts were treated as owners,
for federal income tax purposes, of the assets held in a separate account used
to support their contracts. In those circumstances, income and gains from the
separate account assets would be includable in the variable annuity contract
owner's gross income. However, the continued effectiveness of the pre-Section
817(h) published rulings is somewhat uncertain. In connection with its issuance
of proposed regulations under Section 817(h) in 1986, the Treasury Department
announced that those regulations did 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."
While the Treasury's 1986 announcement stated that guidance would be issued on
the "extent to which the policyholders may direct their investment to particular
sub-accounts without being treated as owners of the underlying assets", no such
guidance has been forthcoming.
PAGE 28
<PAGE>
The ownership rights under the contract are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that contract owners were not owners of separate account assets. For example,
the owner of a contract has the choice of several sub-accounts in which to
allocate net purchase payments and contract values, and may be able to transfer
among sub-accounts more frequently than in such rulings. Minnesota Life does not
believe that the ownership rights of a contract owner under the Contract would
result in any contract owner being treated as the owner of the assets of the
Variable Annuity Account. However, Minnesota Life does not know what standards
would be applied if the Treasury Department should proceed to issue regulations
or rulings on this issue. Minnesota Life therefore reserves the right to modify
the Contract as necessary to attempt to prevent a contract owner from being
considered the owner of a pro-rata share of the assets of the Variable Annuity
Account.
REQUIRED DISTRIBUTIONS
In order to be treated as an annuity contract for federal income tax purposes,
Section 72(s) of the Code requires any nonqualified contract issued after
January 18, 1985 to provide that:
- if an owner dies on or after the annuity starting date but prior to the
time the entire interest in the contract has been distributed, the
remaining portion of such interest will be distributed at least as
rapidly as under the method of distribution being used as of the date of
that owner's death; and
- 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 will 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 that 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", who
must be a natural person, is the person designated by the owner as a beneficiary
and to whom ownership of the contract passes by reason of death. It must be a
natural person. If the owner's "designated beneficiary" is the surviving spouse
of the owner, however, 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. We
intend 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.
PAGE 29
<PAGE>
(SIDEBAR)
Congress may change the tax laws and reduce or eliminate any tax advantages of
the contract.
(END SIDEBAR)
TAXATION OF DEATH BENEFIT PROCEEDS
Death benefits paid upon the death of a contract owner, generally, 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,
or (2) if distributed under an annuity option, they are taxed in the same manner
as annuity payments, as described above.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of there being any change is uncertain, there is always
the possibility that the tax treatment of the contracts could change by
legislation or other means. Moreover, it is also possible that any change could
be retroactive (that is, effective prior to the date of the change). You should
consult a tax adviser with respect to legislative developments and their effect
on the contract.
TAX QUALIFIED PROGRAMS
The contract 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; and
- other specified circumstances.
We make no attempt to provide more than general information about the use of
annuities with the various types of retirement plans. The rights of any person
to any benefits under annuity contracts purchased in connection with these plans
may be subject to the terms and conditions of the plans themselves, regardless
of the terms and conditions of the annuity issued in connection with such a
plan. Some retirement plans are subject to transfer restrictions, distribution
and other requirements that are not incorporated into our annuity administration
procedures. Owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the contracts comply with applicable law. If you intend to purchase a
contract for use with any retirement plan you should consult your legal counsel
and tax adviser regarding the suitability of the contract. For qualified plans
under Section 401(a), 403(b), and 457, the Code requires that distributions
generally must commence no later than the later of April 1 of the calendar year
following the calendar year in which the Owner (or plan participant) reaches age
70 1/2 or retires and must be made in a specified form or manner. If the plan
participant is a "5 percent owner" (as defined in the Code), distributions
generally must begin no later than
PAGE 30
<PAGE>
(SIDEBAR)
Distributions are subject to income tax withholding requirements unless you take
steps to prevent it.
(END SIDEBAR)
April 1 of the calendar year following the calendar year in which the Owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time prior to the owner's death.
WITHHOLDING
In general, distributions from annuity contracts 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:
- one of a series of substantially equal annual (or more frequent) payments
made:
- over the life or life expectancy of the employee,
- over the joint lives or joint expectancies of the employee and the
employee's designated beneficiary, or
- for a specified period of ten years or more;
- a required minimum distribution; or
- 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.
SEE YOUR OWN TAX ADVISER
The foregoing summary of the federal income tax consequences under these
contracts is not exhaustive. Special rules are provided with respect to
situations not discussed herein. Should a plan lose its qualified status,
employees will lose some of the tax benefits described. Statutory changes in the
Code with varying effective dates, and regulations adopted thereunder may also
alter the tax
PAGE 31
<PAGE>
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 you should consult a qualified tax adviser.
PERFORMANCE DATA
From time to time the Variable Annuity Account may publish advertisements
containing performance data relating to its sub-accounts. In the case of the
Money Market Sub-Account, the Variable Annuity Account will publish yield or
effective yield quotations for a seven-day or other specified period. In the
case of the other sub-accounts, performance data will consist of average annual
total return quotations for one year, five year and ten year periods and for the
period since the inception of the underlying Portfolios. Such performance data
may be accompanied by cumulative total return quotations for the comparable
periods. For periods prior to the date of this Prospectus the quotations will be
based on the assumption that the contracts described herein were issued when the
underlying Portfolios first became available to the Variable Annuity Account
under other contracts issued by us. The Money Market Sub-Account may also quote
such average annual and cumulative total return figures. Performance figures
used by the Variable Annuity Account are based on historical information of the
sub-accounts for specified periods, and the figures are not intended to suggest
that such performance will continue in the future. Performance figures of the
Variable Annuity Account will reflect charges made pursuant to the terms of the
contracts offered by this Prospectus and charges of underlying funds. More
detailed information on the computations is set forth in the Statement of
Additional Information.
YEAR 2000 COMPUTER PROBLEM
The services we provide to the Variable Annuity Account and contract owners
depend on the smooth functioning of our computer systems. Many computer software
systems in use today cannot distinguish the year 2000 from the year 1900 because
of the way that dates are encoded, stored and calculated. That failure could
have a negative impact on our ability to provide services to contract owners. We
have been actively working on necessary changes to our computer systems to deal
with the year 2000. Although there can be no assurance of complete success, we
believe that we will be able to resolve these issues on a timely basis and that
there will be no material adverse impact on our ability to provide services to
the Variable Annuity Account.
In addition, our operations could be impacted by our service providers' or
suppliers' year 2000 efforts. We have undertaken an initiative to assess the
efforts of organizations where there is a significant business relationship.
There is no assurance, however, that we will not be affected by year 2000
problems of other organizations.
PAGE 32
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information, which contains additional information
including financial statements, is available from us at your request. The table
of contents for that Statement of Additional Information is as follows:
Directors and Principal Management Officers of Minnesota Life
Distribution of Contract
Performance Data
Auditors
Registration Statement
Financial Statements
PAGE 33
<PAGE>
APPENDIX A -- CONDENSED FINANCIAL INFORMATION
The financial statements of the Variable Annuity Account and the Consolidated
Financial Statements of Minnesota Life Insurance Company may be found in the
Statement of Additional Information. The table below gives per unit information
about the financial history of each sub-account from the inception of each to
December 31, 1998. This information should be ready in conjunction with the
financial statements and related notes of the Variable Annuity Account included
in this prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of period.......... $4.01 $3.04 $2.63 $2.14 $2.22
Unit value at end of period................ $5.34 $4.01 $3.04 $2.63 $2.14
Number of units outstanding at end of
period.................................... 47,805,851 44,705,247 38,448,452 35,809,340 33,090,790
Bond Sub-Account:
Unit value at beginning of period.......... $2.37 $2.19 $2.15 $1.82 $1.84
Unit value at end of period................ $2.48 $2.37 $2.19 $2.15 $1.82
Number of units outstanding at end of
period.................................... 51,341,159 43,266,404 36,732,062 28,069,241 23,798,963
Money Market Sub-Account:
Unit value at beginning of period.......... $1.63 $1.57 $1.52 $1.46 $1.44
Unit value at end of period................ $1.69 $1.63 $1.57 $1.52 $1.46
Number of units outstanding at end of
period.................................... 27,959,675 19,804,841 22,929,634 14,809,515 11,720,778
Asset Allocation Sub-Account:
Unit value at beginning of period.......... $3.25 $2.76 $2.49 $2.01 $2.05
Unit value at end of period................ $3.96 $3.25 $2.76 $2.49 $2.01
Number of units outstanding at end of
period.................................... 120,373,228 119,491,402 116,211,650 110,975,477 109,044,286
Mortgage Securities Sub-Account:
Unit value at beginning of period.......... $2.17 $2.01 $1.93 $1.66 $1.68
Unit value at end of period................ $2.28 $2.17 $2.01 $1.93 $1.66
Number of units outstanding at end of
period.................................... 41,507,338 34,751,197 32,527,955 31,277,934 31,542,405
Index 500 Sub-Account:
Unit value at beginning of period.......... $3.81 $2.91 $2.43 $1.79 $1.85
Unit value at end of period................ $4.81 $3.81 $2.91 $2.43 $1.79
Number of units outstanding at end of
period.................................... 60,268,563 54,579,265 46,097,553 35,272,024 29,639,298
Capital Appreciation Sub-Account:
Unit value at beginning of period.......... $3.71 $2.93 $2.52 $2.08 $2.10
Unit value at end of period................ $4.79 $3.71 $2.93 $2.52 $2.08
Number of units outstanding at end of
period.................................... 53,894,481 53,582,481 51,023,999 45,964,468 40,739,415
International Stock Sub-Account:
Unit value at beginning of period.......... $1.91 $1.73 $1.46 $1.30 $1.37
Unit value at end of period................ $2.01 $1.91 $1.73 $1.46 $1.30
Number of units outstanding at end of
period.................................... 99,956,739 103,600,602 86,521,264 68,725,183 61,474,893
Small Company Growth Sub-Account:
Unit value at beginning of period.......... $1.78 $1.67 $1.59 $1.22 $1.21
Unit value at end of period................ $1.78 $1.78 $1.67 $1.59 $1.22
Number of units outstanding at end of
period.................................... 69,789,850 68,590,765 59,295,273 43,234,716 29,723,609
Maturing Government Bond 2002 Sub-Account:
Unit value at beginning of period.......... $1.29 $1.21 $1.20 $0.97 $0.99
Unit value at end of period................ $1.40 $1.29 $1.21 $1.20 $0.97
Number of units outstanding at end of
period.................................... 4,526,963 2,938,848 2,935,860 2,417,823 2,528,509
</TABLE>
PAGE A-1
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Maturing Government Bond 2006 Sub-Account:
Unit value at beginning of period.......... $1.39 $1.25 $1.28 $0.96 $0.96
Unit value at end of period................ $1.57 $1.39 $1.25 $1.28 $0.96
Number of units outstanding at end of
period.................................... 3,881,227 2,665,421 2,334,109 1,878,731 1,808,705
Maturing Government Bond 2010 Sub-Account:
Unit value at beginning of period.......... $1.47 $1.27 $1.33 $0.95 $0.94
Unit value at end of period................ $1.66 $1.47 $1.27 $1.33 $0.95
Number of units outstanding at end of
period.................................... 3,046,112 2,017,743 2,077,124 924,681 913,358
Value Stock Sub-Account:
Unit value at beginning of period.......... $2.13 $1.78 $1.38 $1.05 $1.09
Unit value at end of period................ $2.14 $2.13 $1.78 $1.38 $1.05
Number of units outstanding at end of
period.................................... 69,982,001 68,251,135 43,796,523 18,744,902 7,178,675
Small Company Value Sub-Account:
Unit value at beginning of period.......... $1.03 $1.00
Unit value at end of period................ $0.95 $1.03
Number of units outstanding at end of
period.................................... 7,555,601 4,822,504
Global Bond Sub-Account:
Unit value at beginning of period.......... $1.00 $1.00
Unit value at end of period................ $1.14 $1.00
Number of units outstanding at end of
period.................................... 26,841,307 25,083,345
Index 400 Mid-Cap Sub-Account:
Unit value at beginning of period.......... $1.00 $1.00
Unit value at end of period................ $1.16 $1.00
Number of units outstanding at end of
period.................................... 7,779,280 5,020,041
Macro-Cap Value Sub-Account:
Unit value at beginning of period.......... $0.98 $1.00
Unit value at end of period................ $1.18 $0.98
Number of units outstanding at end of
period.................................... 8,485,870 5,003,390
Micro-Cap Growth Sub-Account:
Unit value at beginning of period.......... $0.91 $1.00
Unit value at end of period................ $1.02 $0.91
Number of units outstanding at end of
period.................................... 6,922,652 5,019,879
Real Estate Securities
Unit value at beginning of period.......... $1.00
Unit value at end of period................ $0.86
Number of units outstanding at end of
period.................................... 5,887,391
Templeton Developing Markets Sub-Account:
Unit value at beginning of period.......... $0.69 $1.00
Unit value at end of period................ $0.54 $0.69
Number of units outstanding at end of
period.................................... 4,908,432 724,374
</TABLE>
PAGE A-2
<PAGE>
APPENDIX B -- ILLUSTRATION OF VARIABLE ANNUITY VALUES
The illustration included in this Appendix shows the effect of investment
performance on the monthly variable annuity income. The illustration assumes a
gross investment return, after tax, of: 0%, 6.51% and 12.00%.
For illustration purposes, an average annual expense equal to 2.01% of the
average daily net assets is deducted from the gross investment return to
determine the net investment return. The net investment return is then used to
project the monthly variable annuity incomes. The expense charge of 2.01%
includes: 1.25% for Mortality and Expense Risk, and an average of .76% for
investment management and other Fund expenses. These expenses are listed for
each portfolio in the table following.
The gross and net investment rates are for illustrative purposes only and are
not a reflection of past or future performance. Actual variable annuity income
will be more or less than shown if the actual returns are different than those
illustrated.
The illustration assumes 100% of the assets are invested in sub-account(s) of
the Variable Annuity Account. For comparison purposes, a current fixed annuity
income, available through the General Account is also provided. The illustration
assumes an initial interest rate, used to determine the first variable payment
of 4.50%. For contracts issued prior to May, 1993, an initial rate of 3.50% may
also be available. After the first variable annuity payment, future payments
will increase if the annualized net rate of return exceeds the initial interest
rate, and will decrease if the annualized net rate of return is less than the
initial interest rate.
The illustration provided is for a male, age 65, selecting a Life and 10 Year
Certain annuity option with $100,000 of non-qualified funds, residing in the
State of Minnesota. Upon request, we will provide a comparable illustration
based upon the proposed annuitant's date of birth, sex, annuity option, state of
residence, type of funds, value of funds, and selected gross annual rate of
return (not to exceed 12%).
ACTUAL 1998 VARIABLE ANNUITY ACCOUNT CHARGES AND FUND EXPENSES
<TABLE>
<CAPTION>
FUND
MORTALITY & MANAGEMENT OTHER FUND DISTRIBUTION
SEPARATE ACCOUNT SUB-ACCOUNT NAME EXPENSE RISK FEE EXPENSES EXPENSES TOTAL
- -------------------------------------------------- ------------ ------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Growth............................................ 1.25% .50% .03% -- 1.78%
Bond.............................................. 1.25% .50% .05% -- 1.80%
Money Market...................................... 1.25% .50% .08% -- 1.83%
Asset Allocation.................................. 1.25% .50% .03% -- 1.78%
Mortgage Securities............................... 1.25% .50% .07% -- 1.82%
Index 500......................................... 1.25% .40% .04% -- 1.69%
Capital Appreciation.............................. 1.25% .75% .03% -- 2.03%
</TABLE>
PAGE B-1
<PAGE>
<TABLE>
<CAPTION>
FUND
MORTALITY & MANAGEMENT OTHER FUND DISTRIBUTION
SEPARATE ACCOUNT SUB-ACCOUNT NAME EXPENSE RISK FEE EXPENSES EXPENSES TOTAL
- -------------------------------------------------- ------------ ------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
International Stock............................... 1.25% .70% .24% -- 2.19%
Small Company Growth.............................. 1.25% .75% .04% -- 2.04%
Maturing Government Bond 2002..................... 1.25% .25% .15% -- 1.65%
Maturing Government Bond 2006..................... 1.25% .25% .15% -- 1.65%
Maturing Government Bond 2010..................... 1.25% .25% .15% -- 1.65%
Value Stock....................................... 1.25% .75% .04% -- 2.04%
Small Company Value............................... 1.25% .75% .15% -- 2.15%
Global Bond....................................... 1.25% .60% .53% -- 2.38%
Index 400 Mid-Cap................................. 1.25% .40% .15% -- 1.80%
Macro-Cap Value................................... 1.25% .70% .15% -- 2.10%
Micro-Cap Growth.................................. 1.25% 1.10% .15% -- 2.50%
Real Estate Securities............................ 1.25% .75% .15% -- 2.15%
Templeton Developing Markets Portfolio Class 2.... 1.25% 1.25% .41% .25% 3.16%
------------ ------------- ----------- ------------ ---------
Average........................................... 1.25% .61% .14% .01% 2.01%
</TABLE>
VARIABLE ANNUITY PAYOUT ILLUSTRATION
<TABLE>
<S> <C>
PREPARED FOR: Prospect ANNUITIZATION OPTION: 10 Year Certain
with Life Contingency
PREPARED BY: Minnesota Life QUOTATION DATE: 05/01/1999
SEX: Male DATE OF BIRTH: 05/01/1934 COMMENCEMENT DATE: 05/01/1999
STATE: MN SINGLE PAYMENT RECEIVED: $100,000.00
LIFE EXPECTANCY: 20.0(IRS) 18.1(ML) FUNDS: Non-Qualified
INITIAL MONTHLY INCOME: $663.26
</TABLE>
PAGE B-2
<PAGE>
The monthly variable annuity income amount shown below assumes a constant annual
investment return. The initial interest rate of 4.50% is the assumed rate used
to calculate the first monthly payment. Thereafter, monthly payments will
increase or decrease based upon the relationship between the initial interest
rate and the performance of the sub-account(s) selected. The investment returns
shown are hypothetical and not a representation of future results.
<TABLE>
<CAPTION>
ANNUAL RATE OF RETURN
--------------------------------------------------
BEGINNING 0.00% GROSS 6.51% GROSS 10.00% GROSS
GROSS OF YEAR AGE (-2.01% NET) (4.50% NET) (7.99% NET)
- ---------------------------- --------------- --------- ----------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
May 1, 1999................. 1 65 $ 663 $ 663 $ 663
May 1, 2000................. 2 66 622 663 685
May 1, 2001................. 3 67 583 663 708
May 1, 2002................. 4 68 547 663 732
May 1, 2003................. 5 69 513 663 756
May 1, 2005................. 7 71 451 663 808
May 1, 2007................. 9 73 396 663 863
May 1, 2009................. 11 75 349 663 921
May 1, 2011................. 13 77 307 663 984
May 1, 2013................. 15 79 270 663 1,051
May 1, 2015................. 17 81 237 663 1,122
May 1, 2017................. 19 83 208 663 1,198
May 1, 2019................. 21 85 183 663 1,279
May 1, 2021................. 23 87 161 663 1,366
May 1, 2023................. 25 89 142 663 1,459
May 1, 2025................. 27 91 125 663 1,558
May 1, 2027................. 29 93 110 663 1,664
May 1, 2029................. 31 95 96 663 1,777
May 1, 2031................. 33 97 85 663 1,898
May 1, 2034................. 36 100 70 663 2,094
</TABLE>
IF 100% OF YOUR PURCHASE WAS APPLIED TO PROVIDE A FIXED ANNUITY ON THE QUOTATION
DATE OF THIS ILLUSTRATION, THE FIXED ANNUITY INCOME AMOUNT WOULD BE $663.26.
Net rates of return reflect expenses totaling 2.01%, which consist of the 1.25%
Variable Annuity Account mortality and expense risk charge and .76% for the Fund
management fee and other Fund expenses (this is an average with the actual
varying from .40% to 1.91%).
Minnesota Life MultiOption variable annuities are available through registered
representatives of Ascend Financial Services, Inc.
This is an illustration only and not a contract.
PAGE B-3
<PAGE>
APPENDIX C -- TYPES OF QUALIFIED PLANS
PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX EXEMPT ORGANIZATIONS
Under Code Section 403(b), payments made by public school systems and certain
tax exempt organizations to purchase annuity contracts for their employees are
excludable from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA (Social Security)
taxes.
Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. Income attributable to elective contributions may not be distributed
in the case of hardship.
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
Individual Retirement Annuity, (an "IRA"). Distributions from certain other
types of qualified plans may be "rolled over" on a tax-deferred basis into an
IRA. The sale of a contract for use with an IRA may be subject to special
disclosure requirements of the IRS. Purchasers of a contract for use with IRAs
will be provided with supplemental information required by the IRS or other
appropriate agency. Such purchasers will have the right to revoke their purchase
within 7 days of the earlier of the establishment of the IRA or their purchase.
A qualified contract issued in connection with an IRA will be amended as
necessary to conform to the requirements of the Code. You should seek competent
advice as to the suitability of the Contract for use with IRAs.
Earnings in an IRA are not taxed until distribution. IRA contributions are
limited each year to the lesser or $2,000 or 100% of the owner's adjusted gross
income and may be deductible in whole or in part depending on the individual's
income. The limit on the amount contributed to an IRA does not apply to
distributions from certain other types of qualified plans that are "rolled over"
on a tax-deferred basis into an IRA. Amounts in the IRA (other than
nondeductible contributions) are taxed when distributed from the IRA.
Distributions prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.
SIMPLIFIED EMPLOYEE PENSION (SEP) IRAS
Employers may establish Simplified Employee Pension (SEP) IRAs under Code
section 408(k) to provide IRA contributions on behalf of their employees. In
addition to all of the general Code rules governing IRAs, such plans are subject
to certain Code requirements regarding participation and amounts of
contributions.
PAGE C-1
<PAGE>
SIMPLE IRAS
Beginning January 1, 1997, certain small employers may establish Simple IRAs as
provided by Section 408(p) of the Code, under which employees may elect to defer
up to $6,000 (as increased for cost of living adjustments) as a percentage of
compensation. The sponsoring employer is required to make a matching
contribution on behalf of contributing employees. Distributions from a Simple
IRAs are subject to the same restrictions that apply to IRA distributions and
are taxed as ordinary income. Subject to certain exceptions, premature
distributions prior to age 59 1/2 are subject to a 10% penalty tax, which is
increased to 25% if the distribution occurs within the first two years after the
commencement of the employee's participation in the plan.
ROTH IRAS
Effective January 1, 1998, section 408A of the Code permits certain eligible
individuals to make nondeductible contributions to an individual retirement
program known as a Roth IRA. Contributions to a Roth IRA, which are subject to
certain limitations, must be made in cash or as a rollover or conversion from
another Roth IRA or a traditional IRA. A rollover from, or conversion of, a
traditional IRA to a Roth IRA may be subject to tax, contingent deferred sales
charge and other special rules may apply.
Qualified distributions from a Roth IRA, as defined by the Code, generally are
excluded from gross income. Qualified distributions include those distributions
made more than five years after the taxable year of the first contribution to
the Roth IRA, but only if : (1) the annuity owner has reached age 59 1/2; (2)
the distribution is paid to a beneficiary after the owner's death; (3) the
annuity owner becomes disabled; or (4) the distribution will be used for a first
time home purchase and does not exceed $10,000. Non-qualified distributions are
includable in gross income only to the extent they exceed contributions made to
the Roth IRA. The taxable portion of a non-qualified distribution may be subject
to a 10% penalty tax.
In addition, state laws may not completely follow the federal tax treatment of
Roth IRAs. You should consult your tax adviser for further information regarding
Roth IRAs.
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.
PAGE C-2
<PAGE>
DEFERRED COMPENSATION PLANS
Code Section 457 provides for certain deferred compensation plans. These plans
may be offered for service to 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. In
general, all amounts received under a Section 457 plan are taxable and are
subject to federal income tax withholding as wages. Under the provisions of the
Small Business Job Protection Act of 1996, all of the assets and income of a
governmental plan maintained by an eligible employer as a Section 457 plan must
be held in trust or in a qualifying custodial account or annuity contract held
for the exclusive benefit of plan participants and beneficiaries. For such plans
in effect at the time of the 1996 enactment, those plans must come into
compliance with this requirement before January 1, 1999.
PAGE C-3
<PAGE>
MINNESOTA LIFE PRESORTED STANDARD
A MINNESOTA MUTUAL COMPANY U.S. POSTAGE PAID
400 Robert Street North ST. PAUL, MN
St. Paul, MN 55101-2098 PERMIT NO. 3547
Address Service Requested
F. 47298 Rev. 5-1999
<PAGE>
PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
VARIABLE ANNUITY ACCOUNT
CROSS REFERENCE SHEET TO STATEMENT OF ADDITIONAL INFORMATION
FORM N-4
<TABLE>
<CAPTION>
ITEM NUMBER CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- --------------------- ---------------------------------------------------------------------------
<S> <C>
15. Cover Page
16. Cover Page
17. Directors and Principal Management Officers of Minnesota Life
18. Not applicable
19. Not applicable
20. Distribution of Contract
21. Performance Data
22. Not applicable
23. Financial Statements
</TABLE>
<PAGE>
Variable Annuity Account
("Variable Annuity Account"), a Separate Account of
Minnesota Life Insurance Company
("Minnesota Life")
400 Robert Street North
St. Paul, Minnesota 55101-2098
Telephone: (651) 665-3500
Statement of Additional Information
The date of this document and the Prospectus is: May 3, 1999
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 Minnesota Life Insurance Company at
(651) 665-3500; or writing to Minnesota Life at Minnesota Mutual Center,
400 Robert Street North, St. Paul, Minnesota 55101-2098.
Directors and Principal Management Officers of Minnesota Life
Distribution of Contract
Performance Data
Auditors
Registration Statement
Financial Statements
<PAGE>
DIRECTORS AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA LIFE
Directors Principal Occupation
Giulio Agostini Senior Vice President, Finance and Administrative
Services, 3M, St. Paul, Minnesota
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)
Leslie S. Biller Vice Chairman and Chief Operating Officer, Wells
Fargo & Company, San Francisco, California (Banking)
John F. Grundhofer President, Chairman and Chief Executive Officer,
U.S. Bancorp, Minneapolis, Minnesota (Banking)
David S. Kidwell, Ph.D. Dean and Professor of Finance, The Curtis L.
Carlson School of Management, University of
Minnesota, Minneapolis, Minnesota
Reatha C. King, Ph.D. President and Executive Director, General Mills
Foundation, Minneapolis, Minnesota
Thomas E. Rohricht Of Counsel, Doherty, Rumble & Butler Professional
Association, St. Paul, Minnesota (Attorneys)
Robert L. Senkler Chairman of the Board, President and Chief
Executive Officer, Minnesota Life Insurance Company,
since August 1995; prior thereto for more than five
years Vice President and Actuary, Minnesota Life
Insurance Company
Michael E. Shannon Chairman, Chief Financial and Administrative
Officer, Ecolab, Inc., St. Paul, Minnesota
(Develops and Markets Cleaning and Sanitizing
Products)
Frederick T. Weyerhaeuser Retired since April 1998, prior thereto Chairman and
Treasurer, Clearwater Investment Trust, since May
1996, prior thereto for more than five years,
Chairman, Clearwater Management Company, St. Paul,
Minnesota (Financial Management)
1
<PAGE>
Principal Officers (other than Directors)
Name Position
John F. Bruder Senior Vice President
Keith M. Campbell Senior Vice President
Robert E. Hunstad Executive Vice President
James E. Johnson Senior Vice President and Actuary
Dennis E. Prohofsky Senior Vice President, General Counsel and
Secretary
Gregory S. Strong Senior Vice President and Chief Financial Officer
Terrence M. Sullivan Senior Vice President
Randy F. Wallake Senior Vice President
William N. Westhoff Senior Vice President and Treasurer
All Directors who are not also officers of Minnesota Life have had the principal
occupation (or employers) shown for at least five years. All officers of
Minnesota Life have been employed by Minnesota Life for at least five years with
the exception of Mr. Westhoff. Mr. Westhoff has been employed by Minnesota
Life since April 1998. Prior thereto, Mr. Westhoff was employed by American
Express Financial Corporation, Minneapolis, Minnesota, from August 1994 to
October 1997 as Senior Vice President, Global Investments and from November 1989
to July 1994 as Senior Vice President, Fixed Income Management.
DISTRIBUTION OF CONTRACT
The contract will be sold in a continuous offering by our life insurance
agents who are also registered representatives of Ascend Financial Services,
Inc. ("Ascend Financial") or other broker-dealers who have entered into
selling agreements with Ascend Financial. Ascend Financial acts as principal
underwriter of the contracts. Ascend Financial is a wholly-owned subsidiary
of Advantus Capital Management, Inc., which in turn is a wholly-owned
subsidiary of Minnesota Life. Advantus Capital Management, Inc., is a
registered investment adviser and the investment adviser to the Advantus
Series Fund, Inc. Ascend Financial 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 Life to
the underwriter for 1998, 1997 and 1996 were $15,989,724, $15,067,613, and
$13,034,146 respectively, for payment to associated dealers on the sale of
the contracts, which include other contracts issued through the Variable
Annuity Account. Agents of Minnesota Life who are also registered
representatives of Ascend Financial are compensated directly by Minnesota
Life.
2
<PAGE>
PERFORMANCE DATA
CURRENT YIELD FIGURES FOR MONEY MARKET SUB-ACCOUNT
Current annualized yield quotations for the Money Market Sub-Account are based
on the Sub-Account's net investment income for a seven-day or other specified
period and exclude any realized or unrealized gains or losses on sub-account
securities. Current annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one accumulation unit at the beginning of the specified
period, dividing such net change in account value by the value of the account at
the beginning of the period, and annualizing this quotient on a 365-day basis.
The Variable Annuity Account may also quote the effective yield of the Money
Market Sub-Account for a seven-day or other specified period for which the
current annualized yield is computed by expressing the unannualized return on a
compounded, annualized basis. The yield and effective yield of the Money Market
Sub-Account for the seven-day period ended December 31, 1998 were 3.09% and
3.14%, respectively. Such figures reflect the voluntary absorption of certain
expenses of Advantus Series Fund, Inc. (the "Fund") by Minnesota Life described
below under "Total Return Figures for All Sub-Accounts." Yield figures quoted
by the Money Market Sub-Account will not reflect the deduction of any applicable
deferred sales charges (the deferred sales charge, as a percentage of the
accumulation value withdrawn, begin as of the contract date at 9% for the
flexible payment contract).
TOTAL RETURN FIGURES FOR ALL SUB-ACCOUNTS
Cumulative total return quotations for Sub-Accounts represent the total
return for the period since the Sub-Account became available pursuant to the
Variable Annuity Account's registration statement. Cumulative total return is
equal to the percentage change between the net asset value of a hypothetical
$1,000 investment at the beginning of the period and the net asset value of
that same investment at the end of the period. Such quotations of cumulative
total return will not reflect the deduction of any applicable deferred sales
charges.
The cumulative total return figures published by the Variable Annuity Account
relating to the contract described in the Prospectus will reflect Minnesota
Life's voluntary absorption of certain Fund expenses described below.
3
<PAGE>
Cumulative total return quotations for Sub-Accounts will be accompanied by
average annual total return figures for a one-year period and for the period
since the Sub-Account became available pursuant to the Variable Annuity
Account's registration statement. Average annual total return figures are
the average annual compounded rates of return required for an initial
investment of $1,000 to equal the surrender value of that same investment at
the end of the period. The surrender value will reflect the deduction of the
deferred sales charge applicable to the contract and to the length of the
period advertised. The average annual total return figures published by the
Variable Annuity Account will reflect Minnesota Life's voluntary absorption
of certain Fund expenses.
<TABLE>
<CAPTION>
From Inception Date of
to 12/31/98 Inception
-------------- ---------
<S> <C> <C> <C>
Growth Sub-Account (405.33%) 410.37% 12/3/85
Bond Sub-Account (143.84%) 145.17% 12/3/85
Money Market Sub-Account (64.91%) 67.72% 12/3/85
Asset Allocation Sub-Account (285.13%) 286.04% 12/3/85
Mortgage Securities Sub-Account (127.50%) 127.93% 6/1/87
Index 500 Sub-Account (378.72%) 380.27% 6/1/87
Capital Appreciation Sub-Account (100.34%) 101.84% 6/1/87
International Stock Sub-Account (77.82%) 77.86% 5/1/92
Small Company Growth Sub-Account (39.79%) 39.79% 5/3/93
Maturing Government Bond
2002 Sub-Account (41.23%) 43.08% 5/2/94
Maturing Government Bond
2006 Sub-Account (58.61%) 61.93% 5/2/94
Maturing Government Bond
2010 Sub-Account (65.42%) 72.79% 5/2/94
Value Stock Sub-Account (113.47%) 113.83% 5/2/94
Small Company Value Sub-Account (-6.13%) -6.09% 10/1/97
Global Bond Sub-Account (14.46%) 14.46% 10/1/97
Index 400 Mid-Cap Sub-Account (14.85%) 14.94% 10/1/97
Macro-Cap Value Sub-Account (17.22%) 17.52% 10/15/97
Micro-Cap Growth Sub-Account (-13.98%) -13.20% 10/1/97
Real Estate Securities Sub-Account (-14.69%) -14.61% 5/1/98
Templeton Developing Markets Class 2
Sub-Account (-45.88%) -45.88% 10/1/97
</TABLE>
4
<PAGE>
Cumulative total return quotations for Sub-Accounts will be accompanied by
average annual total return figures for a one-year period, five-year period
and ten-year period or for the period since the Sub-Account became available
pursuant to the Variable Annuity Account's registration statement if less
than ten years. Average annual total return figures are the average annual
compounded rates of return required for an initial investment of $1,000 to
equal the surrender value of that same investment at the end of the period.
The surrender value will reflect the deduction of the deferred sales charge
applicable to the contract (flexible premium/single premium) and to the
length of the period advertised. The average annual total return figures
published by the Variable Annuity Account will reflect Minnesota Life's
voluntary absorption of certain Fund expenses. For the period subsequent
to March 9, 1987, Minnesota Life is voluntarily absorbing the fees and expenses
that exceed .65% of the average daily net assets of the Growth, Bond, Money
Market, Asset Allocation and Mortgage Securities Portfolios of the Fund, .55%
of the average daily net assets of the Index 500 Portfolio of the Fund, .90%
of the average daily net assets of the Capital Appreciation and Small Company
Portfolios of the Fund and expenses that exceed 1.00% of the average daily net
assets of the International Stock Portfolio of the Fund exclusive of the
advisory fee. And, for the period subsequent to May 2, 1994, Minnesota Life has
voluntarily absorbed fees and expenses that exceed .90% of the average daily
net assets of the Value Stock Portfolio and fees and expenses that exceed .40%
of the average daily net assets of the Maturing Government Bond Portfolios. It
should be noted that for the Maturing Government Bond Portfolios maturing in
1998 and 2002, Minnesota Life voluntarily absorbed fees and expenses that
exceeded .20% of average daily net assets of those Portfolios until
April 30, 1998. For the period subsequent to April 30, 1998, Minnesota Life has
voluntarily agreed to absorb fees and expenses that exceed .40% of the average
daily net assets of the Maturing Government Bond Portfolios maturing in 1998
and 2002. Minnesota Life has voluntarily agreed to absorb fees and expenses
that exceed .55% of the average daily net assets of the Index 400 Mid-Cap
Portfolio, .90% of the average daily net assets of the Small Company Value
Portfolio, 1.25% of the average daily net assets of the Micro-Cap Growth
Portfolio, .85% of the average daily net assets of the Macro-Cap Value Portfolio
and expenses that exceed 1.00% of the average daily net assets of the Global
Bond Portfolio of the Fund exclusive of the advisory fee. For the period
subsequent to May 1, 1998, Minnesota Life has voluntarily agreed to absorb fees
and expenses the exceed .90% of the average daily net assets of the Real Estate
Securities Portfolio. There is no specified or minimum period of time during
which Minnesota Life has agreed to continue its voluntary absorption of these
expenses, and Minnesota Life may in its discretion cease its absorption of
expenses at any time. Should Minnesota Life cease absorbing expenses the effect
would be to increase substantially Fund expenses and thereby reduce investment
return.
5
<PAGE>
The average annual rates of return for the Sub-Accounts, in connection with
the contract described in the Prospectus, for the specified periods ended
December 31, 1998 are shown in the tables below. The figures in parentheses
show what the average annual rates of return would have been had Minnesota
Life not absorbed Fund expenses as described above. These figures also
assume that the contracts described herein were issued when the Underlying
Portfolios first became available to the Variable Annuity Account. This
contract only became available as of the date of September 15, 1994.
Flexible Premium Deferred Variable Annuity
MultiOption Select
<TABLE>
<CAPTION>
Year Ended Five Years Ten Years From Inception Date of
12/31/98 Ended 12/31/98 Ended 12/31/98 to 12/31/98 Inception
-------------------- ------------------ ----------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-Account (26.03%) 26.03% (19.51%) 19.51% (15.75%) 15.76% (n/a) n/a 12/3/85
Bond Sub-Account (-2.24%) -2.24% (4.45%) 4.45% (7.21%) 7.24% (n/a) n/a 12/3/85
Money Market Sub-Account (-3.33%) -3.33% (2.72%) 2.83% (3.69%) 3.86% (n/a) n/a 12/3/85
Asset Allocation Sub-Account (15.11%) 15.11% (13.42%) 13.42% (12.68%) 12.68% (n/a) n/a 12/3/85
Mortgage Securities
Sub-Account (-1.75%) -1.75% (4.92%) 4.92% (7.51%) 7.53% (n/a) n/a 6/1/87
Index 500 Sub-Account (19.40%) 19.40% (21.43%) 21.43% (17.04%) 17.06% (n/a) n/a 6/1/87
Capital Appreciation
Sub-Account (22.21%) 22.21% (18.00%) 18.00% (17.11%) 17.16% (n/a) n/a 6/1/87
International Stock
Sub-Account (-1.72%) -1.72% (8.29%) 8.29% (n/a) n/a (10.88%) 10.88% 5/1/92
Small Company Growth (-6.99%) -6.99% (8.30%) 8.30% (n/a) n/a (n/a) n/a 5/3/93
Sub-Account
Maturing Government Bond
2002 Sub-Account (.65%) 1.25% (n/a) n/a (n/a) n/a (6.46%) 7.32% 5/2/94
6
<PAGE>
Maturing Government Bond
2006 Sub-Account (5.32%) 5.95% (n/a) n/a (n/a) n/a (9.21%) 10.28% 5/2/94
Maturing Government Bond
2010 Sub-Account (4.47%) 5.86% (n/a) n/a (n/a) n/a (9.85%) 11.87% 5/2/94
Value Stock Sub-Account (-6.51%) -6.51% (n/a) n/a (n/a) n/a (16.90%) 16.96% 5/2/94
Small Company Value
Sub-Account (-15.57%) -14.91% (n/a) n/a (n/a) n/a (-10.68%) -10.60% 10/1/97
Global Bond Sub-Account (7.73%) 7.73% (n/a) n/a (n/a) n/a (5.92%) 5.92% 10/1/97
Index 400 Mid-Cap
Sub-Account (7.61%) 8.23% (n/a) n/a (n/a) n/a (5.98%) 6.29% 10/1/97
Macro-Cap Value
Sub-Account (12.12%) 13.39% (n/a) n/a (n/a) n/a (7.74%) 8.59% 10/15/97
Micro-Cap Growth
Sub-Account (5.03%) 5.03% (n/a) n/a (n/a) n/a (-8.90%) -8.12% 10/1/97
Real Estate Securities
Sub-Account (n/a) n/a (n/a) n/a (n/a) n/a (-23.14%) -22.62% 5/1/98
Templeton Developing
Markets Class 2 Sub-Account (-29.02%) -29.02% (n/a) n/a (n/a) n/a (-45.17%) -45.17% 10/1/97
</TABLE>
The average annual total return figures described above may be accompanied by
other average annual total return quotations which do not reflect the deduction
of any deferred sales charges. Such other average annual total return figures
will be calculated as described above, except that the initial $1,000 investment
will be equated to that same investment's net asset value, rather than its
surrender value, at the end of the period. The average annual rates of return,
as thus calculated, for the Sub-Accounts of the contracts described in the
Prospectus for the specified periods ended December 31, 1998, are shown in the
table below. The figures in parentheses show what the
7
<PAGE>
average annual rates of return, without the application of applicable
deferred sales charges, would have been had Minnesota Life not absorbed Fund
expenses as described above.
<TABLE>
<CAPTION>
Year Ended Five Years Ten Years From Inception
12/31/98 Ended 12/31/98 Ended 12/31/98 to 12/31/98
-------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-Account (33.03%) 33.03% (19.90%) 19.90% (15.75%) 15.76% (n/a) n/a
Bond Sub-Account (4.76%) 4.76% (5.11%) 5.11% (7.21%) 7.24% (n/a) n/a
Money Market Sub-Account (3.68%) 3.68% (3.42%) 3.53% (3.69%) 3.86% (n/a) n/a
Asset Allocation
Sub-Account (22.11%) 22.11% (13.90%) 13.90% (12.68%) 12.68% (n/a) n/a
Mortgage Securities
Sub-Account (5.25%) 5.25% (5.57%) 5.57% (7.51%) 7.53% (n/a) n/a
Index 500 Sub-Account (26.40%) 26.40% (21.80%) 21.80% (17.04%) 17.06% (n/a) n/a
Capital Appreciation
Sub-Account (29.21%) 29.21% (18.41%) 18.41% (17.11%) 17.16% (n/a) n/a
International Stock
Sub-Account (5.28%) 5.28% (8.86%) 8.86 (n/a) n/a (11.04%) 11.05%
Small Company Growth
Sub-Account (.01%) .01% (8.87%) 8.87% (n/a) n/a (10.71%) 10.71%
Maturing Government Bond
2002 Sub-Account (7.65%) 8.25% (n/a) n/a (n/a) n/a (7.12%) 7.98%
<CAPTION>
Date of
Inception
---------
<S> <C>
Growth Sub-Account 12/3/85
Bond Sub-Account 12/3/85
Money Market Sub-Account 12/3/85
Asset Allocation
Sub-Account 12/3/85
Mortgage Securities
Sub-Account 6/1/87
Index 500 Sub-Account 6/1/87
Capital Appreciation
Sub-Account 6/1/87
International Stock
Sub-Account 5/1/92
Small Company Growth
Sub-Account 5/3/93
Maturing Government Bond
2002 Sub-Account 5/2/94
8
<PAGE>
<CAPTION>
Maturing Government Bond
2006 Sub-Account (12.32%) 12.95% (n/a) n/a (n/a) n/a (9.81%) 10.88%
Maturing Government Bond
2010 Sub-Account (11.47%) 12.86% (n/a) n/a (n/a) n/a (10.41%) 12.43%
Value Stock Sub-Account (.49%) .49% (n/a) n/a (n/a) n/a (17.38%) 17.44%
Small Company Value
Sub-Account (-8.57%) -7.91% (n/a) n/a (n/a) n/a (-4.98%) -4.90%
Global Bond Sub-Account (14.73%) 14.73% (n/a) n/a (n/a) n/a (11.39%) 11.39%
Index 400 Mid-Cap
Sub-Account (14.61%) 15.23% (n/a) n/a (n/a) n/a (11.45%) 11.76%
Macro-Cap Value
Sub-Account (19.12%) 20.39% (n/a) n/a (n/a) n/a (13.37%) 14.22%
Micro-Cap Growth
Sub-Account (12.03%) 12.03% (n/a) n/a (n/a) n/a (-3.23%) -2.45%
Real Estate Securities
Sub-Account (n/a) n/a (n/a) n/a (n/a) n/a (-16.14%) -15.62%
Templeton Developing
Markets Class 2
Sub-Account (-22.02%) -22.02% (n/a) n/a (n/a) n/a (-38.76%) -38.76%
<CAPTION>
Maturing Government Bond
2006 Sub-Account 5/2/94
Maturing Government Bond
2010 Sub-Account 5/2/94
Value Stock Sub-Account 5/2/94
Small Company Value
Sub-Account 10/1/97
Global Bond Sub-Account 10/1/97
Index 400 Mid-Cap
Sub-Account 10/1/97
Macro-Cap Value
Sub-Account 10/15/97
Micro-Cap Growth
Sub-Account 10/1/97
Real Estate Securities
Sub-Account 5/1/98
Templeton Developing
Markets Class 2
Sub-Account 10/1/97
</TABLE>
9
<PAGE>
PREDICTABILITY OF RETURN
ANTICIPATED VALUE AT MATURITY. The maturity values of zero-coupon bonds are
specified at the time the bonds are issued, and this feature, combined with
the ability to calculate yield to maturity, has made these instruments
popular investment vehicles for investors seeking reliable investments to
meet long-term financial goals.
Each Maturing Government Bond Portfolio of the Fund consists primarily of
zero-coupon bonds but is actively managed to accommodate contract owner
activity and to take advantage of perceived market opportunities. Because of
this active management approach, there is no guarantee that a certain price
per share of a Maturing Government Bond Portfolio, or a certain price per
unit of the corresponding Sub-Account, will be attained by the time a
Portfolio is liquidated. Instead, the Fund attempts to track the price
behavior of a directly held zero-coupon bond by:
(1) Maintaining a weighted average maturity within each Maturing
Government Bond Portfolio's target maturity year;
(2) Investing at least 90% of assets in securities that mature
within one year of that Portfolio's target maturity year;
(3) Investing a substantial portion of assets in Treasury STRIPS
(the most liquid Treasury zero);
(4) Under normal conditions, maintaining a nominal cash balance;
(5) Executing portfolio transactions necessary to accommodate net
contract owner purchases or redemptions on a daily basis; and
(6) Whenever feasible, contacting several U.S. government
securities dealers for each intended transaction in an effort
to obtain the best price on each transaction.
These measures enable the Company to calculate an anticipated value at
maturity (AVM) for each unit of a Maturing Government Bond Sub-Account,
calculated as of the date of purchase of such unit, that approximates the
price per unit that such unit will achieve by the weighted average maturity
date of the underlying Portfolio. The AVM calculation for each Maturing
Government Bond Sub-Account is as follows:
AVM = P(1 + AGR/2)2T
where P = the Sub-Account's current price per unit; T = the Sub-Account's
weighted average term to maturity in years; and AGR = the anticipated growth
rate.
This calculation assumes an expense ratio and a portfolio composition for the
underlying Maturing Government Bond Portfolio that remain constant for the
life of such Portfolio.
10
<PAGE>
Because the Portfolio's expenses and composition do not remain constant,
however, the Company may calculate AVM for each Maturing Government Bond
Sub-Account on any day on which the underlying Maturing Government Bond
Portfolio is valued. Such an AVM is applicable only to units purchased on
that date.
In addition to the measures described above, which the adviser believes are
adequate to assure close correspondence between the price behavior of each
Portfolio and the price behavior of directly held zero-coupon bonds with
comparable maturities, the Fund expects that each Portfolio will invest at
least 90% of its net assets in zero-coupon bonds until it is within four
years of its target maturity year and at least 80% of its net assets in
zero-coupon securities within two to four years of its target maturity year.
This expectation may be altered if the market supply of zero-coupon
securities diminishes unexpectedly.
ANTICIPATED GROWTH RATE. The Company calculates an anticipated growth rate
(AGR) for each Maturing Government Bond Sub-Account on each day on which the
underlying Portfolio is valued. AGR is a calculation of the anticipated
annualized rate of growth for a Sub-Account unit, calculated from the date of
purchase of such unit to the Sub-Account's target maturity date. As is the
case with calculations of AVM, the AGR calculation assumes that each
underlying Maturing Government Bond Portfolio expense ratio and portfolio
composition will remain constant. Each Maturing Government Bond Sub-Account
AGR changes from day to day (i.e., a particular AGR calculation is applicable
only to units purchased on that date), due primarily to changes in interest
rates and, to a lesser extent, to changes in portfolio composition and other
factors that affect the value of the underlying Portfolio.
The Company expects that a contract owner who holds specific units until the
underlying Portfolio's weighted average maturity date will realize an
investment return and maturity value on those units that do not differ
substantially from the AGR and AVM calculated on the day such units were
purchased. The AGR and AVM calculated with respect to units purchased on any
other date, however, may be materially different.
AUDITORS
The consolidated financial statements of Minnesota Life and the financial
statements of the Minnesota Life Variable Annuity Account included herein
have been audited by KPMG Peat Marwick LLP, 4200 Norwest Center, 90 South
Seventh Street, Minneapolis, Minnesota 55402, independent auditors, whose
reports thereon appear elsewhere herein, and have been so included in
reliance upon the reports of KPMG Peat Marwick LLP and upon the authority of
said firm as experts in accounting and auditing.
11
<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
contract 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 Life, and the contract. Statements contained in this Prospectus
as to the contents of contracts and other legal instruments are summaries,
and reference is made to such instruments as filed.
12
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees of Minnesota Life Insurance Company
and Contract Owners of Variable Annuity Account:
We have audited the accompanying statements of assets and liabilities of the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index 500,
Capital Appreciation, International Stock, Small Company, Maturing Government
Bond 1998, Maturing Government Bond 2002, Maturing Government Bond 2006,
Maturing Government Bond 2010, Value Stock, Small Company Value, Global Bond,
Index 400 Mid-Cap, Macro-Cap Value, Micro-Cap Growth, Real Estate Securities,
and Templeton Developing Markets Segregated Sub-Accounts of Variable Annuity
Account (the Account), formerly Minnesota Mutual Variable Annuity Account,
(class of contracts offered for combination Fixed and Variable Annuity Contracts
for Personal Retirement Plans) as of December 31, 1998 and the related
statements of operations, the statements of changes in net assets and the
financial highlights for the periods presented. These financial statements and
the financial highlights are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Investments owned at December 31, 1998 were confirmed to us by the
respective Sub-Account mutual fund, or for Advantus Series Fund, Inc., verified
by examination of the underlying portfolios. An audit also includes assessing
the accounting principles used and significant estimates made by management as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Growth, Bond, Money Market,
Asset Allocation, Mortgage Securities, Index 500, Capital Appreciation,
International Stock, Small Company, Maturing Government Bond 1998, Maturing
Government Bond 2002, Maturing Government Bond 2006, Maturing Government Bond
2010, Value Stock, Small Company Value, Global Bond, Index 400 Mid-Cap,
Macro-Cap Value, Micro-Cap Growth, Real Estate Securities, and Templeton
Developing Markets Segregated Sub-Accounts of Variable Annuity Account at
December 31, 1998 and the results of their operations, changes in their net
assets and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 26, 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------
MONEY
ASSETS GROWTH BOND MARKET
------ ------ ---- ------
<S> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
Growth Portfolio, 94,003,103 shares at net asset value of $2.74 per share
(cost $197,886,788) ................................................. $257,371,001 -- --
Bond Portfolio, 98,249,569 shares at net asset value of $1.31 per share
(cost $123,612,781) ................................................. -- 128,491,296 --
Money Market Portfolio, 47,299,577 shares at net asset value of $1.00 per
share (cost $47,299,577) ............................................ -- -- 47,299,577
Asset Allocation Portfolio, 211,542,785 shares at net asset value of $2.28 per
share (cost $362,699,530) ........................................... -- -- --
Mortgage Securities Portfolio, 78,556,912 shares at net asset value of $1.22
per share (cost $91,794,459) ........................................ -- -- --
Index 500 Portfolio, 74,787,567 shares at net asset value of $3.91 per share
(cost $176,991,696) ................................................. -- -- --
Capital Appreciation Portfolio, 73,720,445 shares at net asset value of $3.54
per share (cost $161,670,705) ....................................... -- -- --
----------- ----------- ----------
257,371,001 128,491,296 47,299,577
Receivable for investments sold ....................................................... 325,092 48,892 62,236
Receivable from Minnesota Life for contract purchase payments ......................... 169,062 274,993 1,098,254
----------- ----------- ----------
Total assets ....................................................... 257,865,155 128,815,181 48,460,067
----------- ----------- ----------
LIABILITIES
-----------
Payable for investments purchased ..................................................... 169,062 274,993 1,098,254
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 325,092 48,892 62,236
----------- ----------- ----------
Total liabilities .................................................. 494,154 323,885 1,160,490
----------- ----------- ----------
Net assets applicable to annuity contract owners ................... $257,371,001 128,491,296 47,299,577
----------- ----------- ----------
----------- ----------- ----------
CONTRACT OWNERS' EQUITY
-----------------------
Contracts in accumulation period ...................................................... $255,058,590 127,221,435 47,267,368
Contracts in annuity payment period (note 2) .......................................... 2,312,411 1,269,861 32,209
----------- ----------- ----------
Total contract owners' equity ...................................... $257,371,001 128,491,296 47,299,577
----------- ----------- ----------
----------- ----------- ----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 47,805,851 51,341,159 27,959,675
----------- ----------- ----------
----------- ----------- ----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. $ 5.34 2.48 1.69
----------- ----------- ----------
----------- ----------- ----------
<CAPTION>
ASSET MORTGAGE INDEX
ASSETS ALLOCATION SECURITIES 500
------ ---------- ---------- -----
<S> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
Growth Portfolio, 94,003,103 shares at net asset value of $2.74 per share
(cost $197,886,788) ................................................. -- -- --
Bond Portfolio, 98,249,569 shares at net asset value of $1.31 per share
(cost $123,612,781) ................................................. -- -- --
Money Market Portfolio, 47,299,577 shares at net asset value of $1.00 per
share (cost $47,299,577) ............................................ -- -- --
Asset Allocation Portfolio, 211,542,785 shares at net asset value of $2.28 per
share (cost $362,699,530) ........................................... 482,075,635 -- --
Mortgage Securities Portfolio, 78,556,912 shares at net asset value of $1.22
per share (cost $91,794,459) ........................................ -- 95,659,587 --
Index 500 Portfolio, 74,787,567 shares at net asset value of $3.91 per share
(cost $176,991,696) ................................................. -- -- 292,413,852
Capital Appreciation Portfolio, 73,720,445 shares at net asset value of $3.54
per share (cost $161,670,705) ....................................... -- -- --
----------- ----------- ----------
482,075,635 95,659,587 292,413,852
Receivable for investments sold ....................................................... 514,008 83,628 384,838
Receivable from Minnesota Life for contract purchase payments ......................... 562,192 105,140 305,777
----------- ----------- ----------
Total assets ....................................................... 483,151,835 95,848,355 293,104,467
----------- ----------- ----------
LIABILITIES
-----------
Payable for investments purchased ..................................................... 562,192 105,140 305,777
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 514,008 83,628 384,838
----------- ----------- ----------
Total liabilities .................................................. 1,076,200 188,768 690,615
----------- ----------- ----------
Net assets applicable to annuity contract owners ................... 482,075,635 95,659,587 292,413,852
----------- ----------- ----------
----------- ----------- ----------
CONTRACT OWNERS' EQUITY
-----------------------
Contracts in accumulation period ...................................................... 477,139,024 94,686,890 289,871,970
Contracts in annuity payment period (note 2) .......................................... 4,936,611 972,697 2,541,882
----------- ----------- ----------
Total contract owners' equity ...................................... 482,075,635 95,659,587 292,413,852
----------- ----------- ----------
----------- ----------- ----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 120,373,228 41,507,338 60,268,563
----------- ----------- ----------
----------- ----------- ----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. 3.96 2.28 4.81
----------- ----------- ----------
----------- ----------- ----------
<CAPTION>
CAPITAL
ASSETS APPRECIATION
------ ------------
<S> <C>
Investments in shares of Advantus Series Fund, Inc.:
Growth Portfolio, 94,003,103 shares at net asset value of $2.74 per share
(cost $197,886,788) ................................................. --
Bond Portfolio, 98,249,569 shares at net asset value of $1.31 per share
(cost $123,612,781) ................................................. --
Money Market Portfolio, 47,299,577 shares at net asset value of $1.00 per
share (cost $47,299,577) ............................................ --
Asset Allocation Portfolio, 211,542,785 shares at net asset value of $2.28 per
share (cost $362,699,530) ........................................... --
Mortgage Securities Portfolio, 78,556,912 shares at net asset value of $1.22
per share (cost $91,794,459) ........................................ --
Index 500 Portfolio, 74,787,567 shares at net asset value of $3.91 per share
(cost $176,991,696) ................................................. --
Capital Appreciation Portfolio, 73,720,445 shares at net asset value of $3.54
per share (cost $161,670,705) ....................................... 260,697,605
-----------
260,697,605
Receivable for investments sold ....................................................... 239,801
Receivable from Minnesota Life for contract purchase payments ......................... 188,355
-----------
Total assets ....................................................... 261,125,761
-----------
LIABILITIES
-----------
Payable for investments purchased ..................................................... 188,355
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 239,801
-----------
Total liabilities .................................................. 428,156
-----------
Net assets applicable to annuity contract owners ................... 260,697,605
-----------
-----------
CONTRACT OWNERS' EQUITY
-----------------------
Contracts in accumulation period ...................................................... 258,392,646
Contracts in annuity payment period (note 2) .......................................... 2,304,959
-----------
Total contract owners' equity ...................................... 260,697,605
-----------
-----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 53,894,481
-----------
-----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. 4.79
-----------
-----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------
MATURING
INTERNATIONAL SMALL GOVERNMENT
ASSETS STOCK COMPANY BOND 1998
------ ----- ------- ---------
<S> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
International Stock Portfolio, 117,603,347 shares at net asset value of $1.73
per share (cost $174,954,141) . ..................................... $203,425,205 -- --
Small Company Portfolio, 75,276,968 shares at net asset value of $1.68 per
share (cost $112,397,748) . ......................................... -- 126,110,836 --
Maturing Government Bond 1998 Portfolio, 0 shares at net asset value
of $0.00 per share (cost $0) . ...................................... -- -- --
Maturing Government Bond 2002 Portfolio, 5,746,044 shares at net asset
value of $1.11 per share (cost $6,204,450) . ........................ -- -- --
Maturing Government Bond 2006 Portfolio, 5,165,994 shares at net asset
value of $1.25 per share (cost $5,970,483) . ........................ -- -- --
Maturing Government Bond 2010 Portfolio, 3,853,561 shares at net asset
value of $1.41 per share (cost $4,820,907) . ........................ -- -- --
Value Stock Portfolio, 86,165,729 shares at net asset value of $1.76 per
share (cost $139,531,689) . ......................................... -- -- --
----------- ----------- -----------
203,425,205 126,110,836 --
Receivable for investments sold ....................................................... 282,159 147,136 --
Receivable from Minnesota Life for contract purchase payments . ....................... 146,321 151,611 --
----------- ----------- -----------
Total assets ........................................................ 203,853,685 126,409,583 --
----------- ----------- -----------
LIABILITIES
Payable for investments purchased ..................................................... 146,321 151,611 --
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 282,159 147,136 --
----------- ----------- -----------
Total liabilities ................................................... 428,480 298,747 --
----------- ----------- -----------
Net assets applicable to annuity contract owners .................... $203,425,205 126,110,836 --
----------- ----------- -----------
----------- ----------- -----------
CONTRACT OWNERS' EQUITY
Contracts in accumulation period ...................................................... $201,327,567 124,257,847 --
Contracts in annuity payment period (note 2) . ........................................ 2,097,638 1,852,989 --
----------- ----------- -----------
Total contract owners' equity ...................................... $203,425,205 126,110,836 --
----------- ----------- -----------
----------- ----------- -----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 99,956,739 69,789,850 --
----------- ----------- -----------
----------- ----------- -----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. $ 2.01 1.78 --
----------- ----------- -----------
----------- ----------- -----------
<CAPTION>
MATURING MATURING MATURING
GOVERNMENT GOVERNMENT GOVERNMENT
ASSETS BOND 2002 BOND 2006 BOND 2010
------ --------- --------- ---------
<S> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
International Stock Portfolio, 117,603,347 shares at net asset value of $1.73
per share (cost $174,954,141) . ..................................... -- -- --
Small Company Portfolio, 75,276,968 shares at net asset value of $1.68 per
share (cost $112,397,748) . ......................................... -- -- --
Maturing Government Bond 1998 Portfolio, 0 shares at net asset value
of $0.00 per share (cost $0) . ...................................... -- -- --
Maturing Government Bond 2002 Portfolio, 5,746,044 shares at net asset
value of $1.11 per share (cost $6,204,450) . ........................ 6,353,702 -- --
Maturing Government Bond 2006 Portfolio, 5,165,994 shares at net asset
value of $1.25 per share (cost $5,970,483) . ........................ -- 6,474,886 --
Maturing Government Bond 2010 Portfolio, 3,853,561 shares at net asset
value of $1.41 per share (cost $4,820,907) . ........................ -- -- 5,432,213
Value Stock Portfolio, 86,165,729 shares at net asset value of $1.76 per
share (cost $139,531,689) . ......................................... -- -- --
----------- ----------- -----------
6,353,702 6,474,886 5,432,213
Receivable for investments sold ....................................................... 317 324 269
Receivable from Minnesota Life for contract purchase payments . ....................... 21 3,579 263
----------- ----------- -----------
Total assets ........................................................ 6,354,040 6,478,789 5,432,745
----------- ----------- -----------
LIABILITIES
Payable for investments purchased ..................................................... 21 3,579 263
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 317 324 269
----------- ----------- -----------
Total liabilities ................................................... 338 3,903 532
----------- ----------- -----------
Net assets applicable to annuity contract owners .................... 6,353,702 6,474,886 5,432,213
----------- ----------- -----------
----------- ----------- -----------
CONTRACT OWNERS' EQUITY
Contracts in accumulation period ...................................................... 6,329,988 6,094,868 5,061,491
Contracts in annuity payment period (note 2) . ........................................ 23,714 380,018 370,722
----------- ----------- -----------
Total contract owners' equity ...................................... 6,353,702 6,474,886 5,432,213
----------- ----------- -----------
----------- ----------- -----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 4,526,963 3,881,227 3,046,112
----------- ----------- -----------
----------- ----------- -----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. 1.40 1.57 1.66
----------- ----------- -----------
----------- ----------- -----------
<CAPTION>
VALUE
ASSETS STOCK
------ -----
<S> <C>
Investments in shares of Advantus Series Fund, Inc.:
International Stock Portfolio, 117,603,347 shares at net asset value of $1.73
per share (cost $174,954,141) . ..................................... --
Small Company Portfolio, 75,276,968 shares at net asset value of $1.68 per
share (cost $112,397,748) . ......................................... --
Maturing Government Bond 1998 Portfolio, 0 shares at net asset value
of $0.00 per share (cost $0) . ...................................... --
Maturing Government Bond 2002 Portfolio, 5,746,044 shares at net asset
value of $1.11 per share (cost $6,204,450) . ........................ --
Maturing Government Bond 2006 Portfolio, 5,165,994 shares at net asset
value of $1.25 per share (cost $5,970,483) . ........................ --
Maturing Government Bond 2010 Portfolio, 3,853,561 shares at net asset
value of $1.41 per share (cost $4,820,907) . ........................ --
Value Stock Portfolio, 86,165,729 shares at net asset value of $1.76 per
share (cost $139,531,689) . ......................................... 151,610,308
-----------
151,610,308
Receivable for investments sold ....................................................... 119,611
Receivable from Minnesota Life for contract purchase payments . ....................... 76,414
-----------
Total assets ........................................................ 151,806,333
-----------
LIABILITIES
Payable for investments purchased ..................................................... 76,414
Payable to Minnesota Life for contract terminations and mortality and
expense charges .............................................................. 119,611
-----------
Total liabilities ................................................... 196,025
-----------
Net assets applicable to annuity contract owners .................... 151,610,308
-----------
-----------
CONTRACT OWNERS' EQUITY
Contracts in accumulation period ...................................................... 149,650,502
Contracts in annuity payment period (note 2) . ........................................ 1,959,806
-----------
Total contract owners' equity ...................................... 151,610,308
-----------
-----------
ACCUMULATION UNITS OUTSTANDING ........................................................ 69,982,001
-----------
-----------
NET ASSET VALUE PER ACCUMULATION UNIT ................................................. 2.14
-----------
-----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------------
SMALL
COMPANY GLOBAL INDEX 400
ASSETS VALUE BOND MID-CAP
------ ----- ---- -------
<S> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
Small Company Value Portfolio, 7,920,123 shares at net asset value
of $0.95 per share (cost $7,963,923) ............................$ 7,510,606 -- --
Global Bond Portfolio, 29,347,222 shares at net asset
value of $1.05 per share (cost $29,703,500) ..................... -- 30,774,160 --
Index 400 Mid-Cap Portfolio, 7,921,934 shares at net asset value of $1.15
per share (cost $8,146,107) . ................................... -- -- 9,105,647
Macro-Cap Value Portfolio, 8,856,494 shares at net asset value of $1.14
per share (cost $9,213,458) ..................................... -- -- --
Micro-Cap Growth Portfolio, 7,112,227 shares at net asset value of $1.01
per share (cost $6,776,080) ..................................... -- -- --
Real Estate Securities Portfolio, 6,089,612 shares at net asset value
of $.83 per share (cost $5,919,075) ............................. -- -- --
Investment in shares of Templeton Variable Products Series Fund:
Templeton Developing Markets Fund - Class 2, 575,016 shares at net
asset value of $5.12 per share (cost $3,475,444) ................ -- -- --
--------- ---------- ---------
7,510,606 30,774,160 9,105,647
Receivable for investments sold ................................................... 3,644 5,596 6,404
Receivable from Minnesota Life for contract purchase payments ..................... 15,117 3,039 1,315
--------- ---------- ---------
Total assets ................................................... 7,529,367 30,782,795 9,113,366
--------- ---------- ---------
LIABILITIES
Payable for investments purchased ................................................. 15,117 3,039 1,315
Payable to Minnesota Life for contract terminations and mortality and
expense charges .......................................................... 3,644 5,596 6,404
--------- ---------- ---------
Total liabilities .............................................. 18,761 8,635 7,719
--------- ---------- ---------
Net assets applicable to annuity contract owners . .............$ 7,510,606 30,774,160 9,105,647
--------- ---------- ---------
--------- ---------- ---------
CONTRACT OWNERS' EQUITY
Contracts in accumulation period ..................................................$ 7,155,427 30,698,268 9,037,135
Contracts in annuity payment period (note 2) . .................................... 355,179 75,892 68,512
--------- ---------- ---------
Total contract owners' equity ..................................$ 7,510,606 30,774,160 9,105,647
--------- ---------- ---------
--------- ---------- ---------
ACCUMULATION UNITS OUTSTANDING .................................................... 7,555,601 26,841,307 7,779,280
--------- ---------- ---------
--------- ---------- ---------
NET ASSET VALUE PER ACCUMULATION UNIT . ...........................................$ 0.95 1.14 1.16
--------- ---------- ---------
--------- ---------- ---------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
----------------------------------------------
REAL TEMPLETON
MACRO-CAP MICRO-CAP ESTATE DEVELOPING
ASSETS VALUE GROWTH SECURITES MARKETS
------ ----- ------ --------- -------
<S> <C> <C> <C> <C>
Investments in shares of Advantus Series Fund, Inc.:
Small Company Value Portfolio, 7,920,123 shares at net asset value
of $0.95 per share (cost $7,963,923) ............................ -- -- -- --
Global Bond Portfolio, 29,347,222 shares at net asset
value of $1.05 per share (cost $29,703,500) ..................... -- -- -- --
Index 400 Mid-Cap Portfolio, 7,921,934 shares at net asset value of $1.15
per share (cost $8,146,107) . ................................... -- -- -- --
Macro-Cap Value Portfolio, 8,856,494 shares at net asset value of $1.14
per share (cost $9,213,458) ..................................... 10,092,791 -- -- --
Micro-Cap Growth Portfolio, 7,112,227 shares at net asset value of $1.01
per share (cost $6,776,080) ..................................... -- 7,173,591 -- --
Real Estate Securities Portfolio, 6,089,612 shares at net asset value
of $.83 per share (cost $5,919,075) ............................. -- -- 5,065,605 --
Investment in shares of Templeton Variable Products Series Fund:
Templeton Developing Markets Fund - Class 2, 575,016 shares at net
asset value of $5.12 per share (cost $3,475,444) ................ -- -- -- 2,944,084
---------- --------- --------- ---------
10,092,791 7,173,591 5,065,605 2,944,084
Receivable for investments sold ................................................... 15,488 1,723 251 2,766
Receivable from Minnesota Life for contract purchase payments ..................... 25,299 14,963 -- 4,508
---------- --------- --------- ---------
Total assets ................................................... 10,133,578 7,190,277 5,065,856 2,951,358
---------- --------- --------- ---------
LIABILITIES
Payable for investments purchased ................................................. 25,299 14,963 -- 4,508
Payable to Minnesota Life for contract terminations and mortality and
expense charges .......................................................... 15,488 1,723 251 2,766
---------- --------- --------- ---------
Total liabilities .............................................. 40,787 16,686 251 7,274
---------- --------- --------- ---------
Net assets applicable to annuity contract owners . ............. 10,092,791 7,173,591 5,065,605 2,944,084
---------- --------- --------- ---------
---------- --------- --------- ---------
CONTRACT OWNERS' EQUITY
Contracts in accumulation period .................................................. 9,972,628 7,083,984 5,053,408 2,656,405
Contracts in annuity payment period (note 2) . .................................... 120,163 89,607 12,197 287,679
---------- --------- --------- ---------
Total contract owners' equity .................................. 10,092,791 7,173,591 5,065,605 2,944,084
---------- --------- --------- ---------
---------- --------- --------- ---------
ACCUMULATION UNITS OUTSTANDING .................................................... 8,485,870 6,922,652 5,887,391 4,908,432
---------- --------- --------- ---------
---------- --------- --------- ---------
NET ASSET VALUE PER ACCUMULATION UNIT . ........................................... 1.18 1.02 0.86 0.54
---------- --------- --------- ---------
---------- --------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------
MONEY
GROWTH BOND MARKET
------ ---- ------
<S> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund
(note 4) ................................................. $ 1,859,402 6,308,157 1,801,627
Mortality and expense charges (note 3) ........................ (2,658,497) (1,451,761) (466,160)
------------ ----------- ----------
Investment income (loss) - net ....................... (799,095) 4,856,396 1,335,467
------------ ----------- ----------
Realized and unrealized gains on investments - net:
Realized gain distributions from underlying mutual fund
(note 4) ................................................. 29,572,509 1,328,811 --
------------ ----------- ----------
Realized gains on sales of investments:
Proceeds from sales .................................. 39,308,322 22,847,141 59,283,909
Cost of investments sold . ........................... (33,878,954) (22,126,231) (59,283,909)
------------ ----------- ----------
5,429,368 720,910 --
------------ ----------- ----------
Net realized gains on investments . .................. 35,001,877 2,049,721 --
------------ ----------- ----------
Net change in unrealized appreciation or depreciation
of investments . ..................................... 28,069,491 (1,445,486) --
------------ ----------- ----------
Net gains on investments ............................. 63,071,368 604,235 --
------------ ----------- ----------
Net increase in net assets resulting from operations ................... $ 62,272,273 5,460,631 1,335,467
------------ ----------- ----------
------------ ----------- ----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------------------------
ASSET MORTGAGE INDEX CAPITAL
ALLOCATION SECURITIES 500 APPRECIATION
---------- ---------- --- ------------
<S> <C> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund
(note 4) ................................................. 10,876,616 4,487,874 2,096,613 --
Mortality and expense charges (note 3) ........................ (5,328,444) (1,072,947) (3,127,575) (2,774,930)
---------- ---------- ---------- ----------
Investment income (loss) - net ....................... 5,548,172 3,414,927 (1,030,962) (2,774,930)
---------- ---------- ---------- ----------
Realized and unrealized gains on investments - net:
Realized gain distributions from underlying mutual fund
(note 4) ................................................. 27,640,228 -- 1,314,187 11,860,550
---------- ---------- ---------- ----------
Realized gains on sales of investments:
Proceeds from sales .................................. 71,500,366 19,121,086 46,124,045 37,775,712
Cost of investments sold . ........................... (58,642,221) (18,479,944) (29,896,003) (26,791,956)
---------- ---------- ---------- ----------
12,858,145 641,142 16,228,042 10,983,756
---------- ---------- ---------- ----------
Net realized gains on investments . .................. 40,498,373 641,142 17,542,229 22,844,306
---------- ---------- ---------- ----------
Net change in unrealized appreciation or depreciation
of investments . ..................................... 40,865,562 232,383 41,483,907 37,765,909
---------- ---------- ---------- ----------
Net gains on investments ............................. 81,363,935 873,525 59,026,136 60,610,215
---------- ---------- ---------- ----------
Net increase in net assets resulting from operations ................... 86,912,107 4,288,452 57,995,174 57,835,285
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------
MATURING
GOVERNMENT
INTERNATIONAL SMALL BOND
STOCK COMPANY 1998(a)
--------------- ------------- -------------
<S> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund (note 4) . $ 5,592,851 -- 303,626
Mortality and expense charges (note 3) ............................... (2,627,480) (1,521,739) (38,123)
--------------- ------------- -------------
Investment income (loss) - net . ............................ 2,965,371 (1,521,739) 265,503
--------------- ------------- -------------
Realized and unrealized gains (losses) on investments - net:
Realized gain distributions from underlying mutual fund (note 4) ..... 5,506,316 -- 1,501
--------------- ------------- -------------
Realized gains on sales of investments:
Proceeds from sales . ....................................... 44,891,177 26,285,629 5,898,708
Cost of investments sold .................................... (38,205,149) (24,630,423) (5,813,258)
--------------- ------------- -------------
6,686,028 1,655,206 85,450
--------------- ------------- -------------
Net realized gains on investments . ......................... 12,192,344 1,655,206 86,951
--------------- ------------- -------------
Net change in unrealized appreciation or depreciation
of investments . ............................................ (5,554,561) (857,220) (225,451)
--------------- ------------- -------------
Net gains (losses) on investments ........................... 6,637,783 797,986 (138,500)
--------------- ------------- -------------
Net increase (decrease) in net assets resulting from operations . ............. $ 9,603,154 (723,753) 127,003
--------------- ------------- -------------
--------------- ------------- -------------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------
MATURING MATURING MATURING
GOVERNMENT GOVERNMENT GOVERNMENT
BOND BOND BOND VALUE
2002 2006 2010 STOCK
---------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund (note 4) . 302,585 302,849 155,776 --
Mortality and expense charges (note 3) ............................... (59,792) (60,904) (47,738) (1,884,495)
---------- ------------- ------------ -----------
Investment income (loss) - net . ............................ 242,793 241,945 108,038 (1,884,495)
---------- ------------- ------------ -----------
Realized and unrealized gains (losses) on investments - net:
Realized gain distributions from underlying mutual fund (note 4) ..... 62,949 23,931 3,111 238,703
---------- ------------- ------------ -----------
Realized gains on sales of investments:
Proceeds from sales . ....................................... 587,770 1,328,360 1,527,770 40,386,591
Cost of investments sold .................................... (551,582) (1,198,645) (1,358,711) (38,526,920)
---------- ------------- ------------ -----------
36,188 129,715 169,059 1,859,671
---------- ------------- ------------ -----------
Net realized gains on investments . ........................ 99,137 153,646 172,170 2,098,374
---------- ------------- ------------ -----------
Net change in unrealized appreciation or depreciation
of investments . ........................................... 23,772 207,803 225,554 (224,889)
---------- ------------- ------------ -----------
Net gains (losses) on investments .......................... 122,909 361,449 397,724 1,873,485
---------- ------------- ------------ -----------
Net increase (decrease) in net assets resulting from operations . ............ 365,702 603,394 505,762 (11,010)
---------- ------------- ------------ -----------
---------- ------------- ------------ -----------
</TABLE>
(a) For the period from January 1, 1998, to September 18, 1998, termination of
the sub-account.
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------------------
SMALL
COMPANY GLOBALY INDEX 400 MACRO-CAP
VALUE BOND MID-CAP VALUE
----------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund (note 4) ..... $ 98,412 1,736,442 57,207 41,587
Mortality and expense charges(note 3) ................................... (73,235) (334,067) (77,967) (101,166)
----------- ------------ ---------- -----------
Investment income (loss) - net ........................................ 25,177 1,402,375 (20,760) (59,579)
----------- ------------ ---------- -----------
Realized and unrealized gains (losses) on investments - net:
Realized gain distributions from underlying mutual fund (note 4) ......... - 792,473 160,756 399,366
----------- ------------ ---------- -----------
Realized gains (losses) on sales of investments:
Proceeds from sales ................................................... 3,494,411 3,178,064 2,726,451 2,646,097
Cost of investments sold .............................................. (3,417,008) (3,107,480) (2,604,717) (2,566,484)
----------- ------------ ---------- -----------
77,403 70,584 121,734 79,613
----------- ------------ ---------- -----------
Net realized gains (losses) on investments ............................ 77,403 863,057 282,490 478,979
----------- ------------ ---------- -----------
Net change in unrealized appreciation or depreciation
of investments ..................................................... (605,890) 1,472,544 911,492 995,598
----------- ------------ ---------- -----------
Net gains (losses) on investments ..................................... (528,487) 2,335,601 1,193,982 1,474,577
----------- ------------ ---------- -----------
Net increase (decrease) in net assets resulting from operations ............... $(503,310) 3,737,976 1,173,222 1,414,998
----------- ------------ ---------- -----------
----------- ------------ ---------- -----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------
Real Templeton
Micro-Cap Estate Developing
Growth Securites(a) Markets
--------------- ---------------- -------------
<S> <C> <C> <C>
Investment income (loss):
Investment income distributions from underlying mutual fund (note 4) ...... - 194,366 14,588
Mortality and expense charges (note 3) .................................... (65,447) (39,576) (21,517)
--------------- ---------------- -------------
Investment income (loss) - net ......................................... (65,447) 154,790 (6,929)
--------------- ---------------- -------------
Realized and unrealized gains (losses) on investments - net:
Realized gain distributions from underlying mutual fund (note 4) .......... - - 8,955
--------------- ---------------- -------------
Realized gains (losses) on sales of investments:
Proceeds from sales .................................................... 1,459,625 130,832 160,004
Cost of investments sold ............................................... (1,553,341) (152,556) (209,334)
--------------- ---------------- -------------
(93,716) (21,724) (49,330)
--------------- ---------------- -------------
Net realized gains (losses) on investments ............................. (93,716) (21,724) (40,375)
--------------- ---------------- -------------
Net change in unrealized appreciation or depreciation
of investments ...................................................... 947,708 (853,470) (426,587)
--------------- ---------------- -------------
Net gains (losses) on investments ...................................... 853,992 (875,194) (466,962)
--------------- ---------------- -------------
Net increase (decrease) in net assets resulting from operations ................ 788,545 (720,404) (473,891)
--------------- ---------------- -------------
--------------- ---------------- -------------
</TABLE>
(a) For the period from April 24, 1998, commencement of operations,
to December 31, 1998
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-------------------------------------------------------
MONEY ASSET
GROWTH BOND MARKET ALLOCATION
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operations:
Investment income (loss) - net ...................................... $ (799,095) 4,856,396 1,335,467 5,548,172
Net realized gains on investments ................................... 35,001,877 2,049,721 - 40,498,373
Net change in unrealized appreciation or depreciation
of investments ................................................... 28,069,491 (1,445,486) - 40,865,562
------------- ------------ ------------ ------------
Net increase in net assets resulting from operations ..................... 62,272,273 5,460,631 1,335,467 86,912,107
------------- ------------ ------------ ------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments .......................................... 51,637,934 41,441,722 72,457,091 70,303,040
Contract terminations and withdrawal payments ....................... (36,450,685) (21,212,178) (58,811,259) (65,726,252)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................ 1,950 (43,058) 27 (4,603)
Annuity benefit payments ............................................ (201,089) (140,143) (6,516) (441,066)
------------- ------------ ------------ ------------
Increase in net assets from contract transactions ........................ 14,988,110 20,046,343 13,639,343 4,131,119
------------- ------------ ------------ ------------
Increase in net assets ................................................... 77,260,383 25,506,974 14,974,810 91,043,226
Net assets at the beginning of year ...................................... 180,110,618 102,984,322 32,324,767 391,032,409
------------- ------------ ------------ ------------
Net assets at the end of year ............................................ $257,371,001 128,491,296 47,299,577 482,075,635
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------
MORTGAGE INDEX CAPITAL
SECURITIES 500 APPRECIATION
-------------- --------------- ----------------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ............................................ 3,414,927 (1,030,962) (2,774,930)
Net realized gains on investments ......................................... 641,142 17,542,229 22,844,306
Net change in unrealized appreciation or depreciation
of investments ......................................................... 232,383 41,483,907 37,765,909
-------------- --------------- ----------------
Net increase in net assets resulting from operations ........................... 4,288,452 57,995,174 57,835,285
-------------- --------------- ----------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ................................................ 33,557,094 67,949,692 37,672,274
Contract terminations and withdrawal payments ............................. (17,949,781) (42,752,201) (34,786,814)
Actuarial adjustments for mortality experience on annuities
in payment period ...................................................... (12,738) (13,196) (1,165)
Annuity benefit payments .................................................. (85,620) (231,073) (212,803)
-------------- --------------- ----------------
Increase in net assets from contract transactions .............................. 15,508,955 24,953,222 2,671,492
-------------- --------------- ----------------
Increase in net assets ......................................................... 19,797,407 82,948,396 60,506,777
Net assets at the beginning of year ............................................ 75,862,180 209,465,456 200,190,828
-------------- --------------- ----------------
Net assets at the end of year .................................................. 95,659,587 292,413,852 260,697,605
-------------- --------------- ----------------
-------------- --------------- ----------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------------
MATURING MATURING
GOVERNMENT GOVERNMENT
INTERNATIONAL SMALL BOND BOND
STOCK COMPANY 1998(a) 2002
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... $ 2,965,371 (1,521,739) 265,503 242,793
Net realized gains on investments .................................... 12,192,344 1,655,206 86,951 99,137
Net change in unrealized appreciation or depreciation
of investments .................................................... (5,554,561) (857,220) (225,451) 23,772
------------- ------------ ------------- -----------
Net increase in net assets resulting from operations ...................... 9,603,154 (723,753) 127,003 365,702
------------- ------------ ------------- -----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 36,659,650 28,012,351 1,136,821 2,697,576
Contract terminations and withdrawal payments ........................ (42,040,850) (24,558,706) (5,860,095) (536,207)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. (2,076) (34,522) 39 11,619
Annuity benefit payments ............................................. (220,772) (170,663) (529) (3,389)
------------- ------------ ------------- -----------
Increase (decrease) in net assets from contract transactions ............. (5,604,048) 3,248,460 (4,723,764) 2,169,599
------------- ------------ ------------- -----------
Increase in net assets .................................................... 3,999,106 2,524,707 (4,596,761) 2,535,301
Net assets at the beginning of year ....................................... 199,426,099 123,586,129 4,596,761 3,818,401
------------- ------------ ------------- -----------
Net assets at the end of year ............................................. $203,425,205 126,110,836 - 6,353,702
------------- ------------ ------------- -----------
------------- ------------ ------------- -----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------
MATURING MATURING
GOVERNMENT GOVERNMENT
BOND BOND VALUE
2006 2010 STOCK
-------------- -------------- ------------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... 241,945 108,038 (1,884,495)
Net realized gains on investments .................................... 153,646 172,170 2,098,374
Net change in unrealized appreciation or depreciation
of investments ................................................... 207,803 225,554 (224,889)
-------------- -------------- ------------
Net increase in net assets resulting from operations ...................... 603,394 505,762 (11,010)
-------------- -------------- ------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 3,409,399 3,456,312 43,797,257
Contract terminations and withdrawal payments ........................ (1,258,332) (1,503,240) (38,307,284)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. 14,151 3,086 3,280
Annuity benefit payments ............................................. (23,275) 20,121 (198,093)
-------------- -------------- ------------
Increase (decrease) in net assets from contract transactions ............. 2,141,943 1,976,279 5,295,160
-------------- -------------- ------------
Increase in net assets .................................................... 2,745,337 2,482,041 5,284,150
Net assets at the beginning of year ....................................... 3,729,549 2,950,172 146,326,158
-------------- -------------- ------------
Net assets at the end of year ............................................. 6,474,886 5,432,213 151,610,308
-------------- -------------- ------------
-------------- -------------- ------------
</TABLE>
(a) For the period from January 1, 1998, to September 18, 1998, termination
of the sub-account.
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------
SMALL
COMPANY GLOBAL INDEX 400 MACRO-CAP
VALUE BOND MID-CAP VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Investment income (loss) - net ......................................$ 25,177 1,402,375 (20,760) (59,579)
Net realized gains (losses) on investments .......................... 77,403 863,057 282,490 478,979
Net change in unrealized appreciation or depreciation
of investments ................................................... (605,890) 1,472,544 911,492 995,598
----------- ----------- ----------- -----------
Net increase (decrease) in net assets resulting from operations .......... (503,310) 3,737,976 1,173,222 1,414,998
----------- ----------- ----------- -----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments .......................................... 6,475,581 4,876,523 5,538,756 6,338,736
Contract terminations and withdrawal payments ....................... (3,395,717) (2,838,384) (2,645,937) (2,540,858)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................ (2,310) (880) (576) (869)
Annuity benefit payments ............................................ (23,150) (4,734) (1,971) (3,204)
----------- ----------- ----------- -----------
Increase in net assets from contract transactions ........................ 3,054,404 2,032,525 2,890,272 3,793,805
----------- ----------- ----------- -----------
Increase in net assets ................................................... 2,551,094 5,770,501 4,063,494 5,208,803
Net assets at the beginning of year ...................................... 4,959,512 25,003,659 5,042,153 4,883,988
----------- ----------- ----------- -----------
Net assets at the end of year ............................................$ 7,510,606 30,774,160 9,105,647 10,092,791
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------
REAL TEMPLETON
MICRO-CAP ESTATE DEVELOPING
GROWTH SECURITIES(a) MARKETS
---------- ------------- ----------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... (65,447) 154,790 (6,929)
Net realized gains (losses) on investments ........................... (93,716) (21,724) (40,375)
Net change in unrealized appreciation or depreciation
of investments .................................................... 947,708 (853,470) (426,587)
---------- ------------- ----------
Net increase (decrease) in net assets resulting from operations .......... 788,545 (720,404) (473,891)
---------- ------------- ----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 3,203,379 5,877,266 3,575,326
Contract terminations and withdrawal payments ........................(1,387,271) (91,132) (650,918)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. (805) - (5,630)
Annuity benefit payments ............................................. (6,101) (125) (15,524)
---------- ------------- ----------
Increase in net assets from contract transactions ......................... 1,809,202 5,786,009 2,903,254
---------- ------------- ----------
Increase in net assets .................................................... 2,597,747 5,065,605 2,429,363
Net assets at the beginning of year ....................................... 4,575,844 - 514,721
---------- ------------- ----------
Net assets at the end of year ............................................. 7,173,591 5,065,605 2,944,084
---------- ------------- ----------
---------- ------------- ----------
</TABLE>
(a) For the period from April 24, 1998, commencement of operations, to
December 31, 1998.
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------
MONEY ASSET
GROWTH BOND MARKET ALLOCATION
------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Operations:
Investment income (loss) - net .................................... $ (707,789) 3,423,090 1,223,041 4,703,693
Net realized gains on investments ................................. 31,433,672 448,191 - 26,148,733
Net change in unrealized appreciation or depreciation
of investments ................................................. 10,155,331 3,109,325 - 26,799,187
------------- ------------ ------------ --------------
Net increase in net assets resulting from operations ................... 40,881,214 6,980,606 1,223,041 57,651,613
------------- ------------ ------------ --------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................ 37,464,249 29,678,709 52,599,130 51,665,342
Contract terminations and withdrawal payments ..................... (15,679,425) (14,483,737) (57,536,852) (41,700,448)
Actuarial adjustments for mortality experience on annuities
in payment period .............................................. 5,455 (4,132) (549,389) 550,291
Annuity benefit payments .......................................... (92,583) (80,007) (12,607) (314,868)
------------- ------------ ------------ --------------
Increase (decrease) in net assets from contract transactions ........... 21,697,696 15,110,833 (5,499,718) 10,200,317
------------- ------------ ------------ --------------
Increase (decrease) in net assets ...................................... 62,578,910 22,091,439 (4,276,677) 67,851,930
Net assets at the beginning of year .................................... 117,531,708 80,892,883 36,601,444 323,180,479
------------- ------------ ------------ --------------
Net assets at the end of year .......................................... $180,110,618 102,984,322 32,324,767 391,032,409
------------- ------------ ------------ --------------
------------- ------------ ------------ --------------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
--------------------------------------------
MORTGAGE INDEX CAPITAL
SECURITIES 500 APPRECIATION
-------------- --------------- ------------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ............................................ 3,393,365 (340,578) (2,167,763)
Net realized gains on investments ......................................... 258,432 10,716,907 20,271,400
Net change in unrealized appreciation or depreciation
of investments ......................................................... 1,596,944 35,139,477 23,548,588
-------------- --------------- ------------
Net increase in net assets resulting from operations ........................... 5,248,741 45,515,806 41,652,225
-------------- --------------- ------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ................................................ 18,403,459 51,509,928 27,739,494
Contract terminations and withdrawal payments ............................. (13,595,580) (22,382,897) (19,504,571)
Actuarial adjustments for mortality experience on annuities
in payment period ...................................................... 4,705 (359,445) 663
Annuity benefit payments .................................................. (44,690) (152,662) (128,627)
-------------- --------------- ------------
Increase (decrease) in net assets from contract transactions ................... 4,767,894 28,614,924 8,106,959
-------------- --------------- ------------
Increase (decrease) in net assets .............................................. 10,016,635 74,130,730 49,759,184
Net assets at the beginning of year ............................................ 65,845,545 135,334,726 150,431,644
-------------- --------------- ------------
Net assets at the end of year .................................................. 75,862,180 209,465,456 200,190,828
-------------- --------------- ------------
-------------- --------------- ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------------------
MATURING MATURING
GOVERNMENT GOVERNMENT
INTERNATIONAL SMALL BOND BOND
STOCK COMPANY 1998 2002
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... $ 2,703,915 (1,396,390) 183,738 142,344
Net realized gains on investments .................................... 6,738,520 2,386,100 51,633 44,461
Net change in unrealized appreciation or depreciation
of investments .................................................... 7,074,429 6,377,969 (17,138) 55,287
------------- ----------- ----------- -----------
Net increase in net assets resulting from operations ...................... 16,516,864 7,367,679 218,233 242,092
------------- ----------- ----------- -----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 51,794,301 36,868,064 1,064,388 684,461
Contract terminations and withdrawal payments ........................ (19,345,856) (20,954,051) (1,206,624) (667,868)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. 50,457 305,163 3 24
Annuity benefit payments ............................................. (153,952) (155,161) (117) (4,611)
------------- ----------- ----------- -----------
Increase (decrease) in net assets from contract transactions .............. 32,344,950 16,064,015 (142,350) 12,006
------------- ----------- ----------- -----------
Increase in net assets .................................................... 48,861,814 23,431,694 75,883 254,098
Net assets at the beginning of year ....................................... 150,564,285 100,154,435 4,520,878 3,564,303
------------- ----------- ----------- -----------
Net assets at the end of year ............................................. $ 199,426,099 123,586,129 4,596,761 3,818,401
------------- ----------- ----------- -----------
------------- ----------- ----------- -----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------
MATURING MATURING
GOVERNMENT GOVERNMENT
BOND BOND VALUE
2006 2010 STOCK
-------------- --------------- -------------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... 128,725 78,390 63,632
Net realized gains on investments .................................... 59,986 44,494 16,454,374
Net change in unrealized appreciation or depreciation
of investments .................................................... 172,717 236,051 2,218,967
-------------- --------------- -------------
Net increase in net assets resulting from operations ...................... 361,428 358,935 18,736,973
-------------- --------------- -------------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 743,477 823,375 68,735,594
Contract terminations and withdrawal payments ........................ (314,002) (859,199) (19,539,662)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. 24 - 25,118
Annuity benefit payments ............................................. (4,781) - (93,964)
-------------- --------------- -------------
Increase (decrease) in net assets from contract transactions .............. 424,718 (35,824) 49,127,086
-------------- --------------- -------------
Increase in net assets .................................................... 786,146 323,111 67,864,059
Net assets at the beginning of year ....................................... 2,943,403 2,627,061 78,462,099
-------------- --------------- -------------
Net assets at the end of year ............................................. 3,729,549 2,950,172 146,326,158
-------------- --------------- -------------
-------------- --------------- -------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------
SMALL
COMPANY GLOBAL INDEX 400
VALUE(a) BOND(b) MID-CAP(a)
------------ ---------- -----------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... $ (16,022) 284,071 (15,973)
Net realized gains (losses) on investments ........................... (5,713) 49,263 (13,549)
Net change in unrealized appreciation or depreciation
of investments .................................................... 152,573 (401,884) 48,048
------------ ---------- -----------
Net increase (decrease) in net assets resulting from operations .......... 130,838 (68,550) 18,526
------------ ---------- -----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 5,932,017 26,233,498 5,666,129
Contract terminations and withdrawal payments ........................ (1,103,343) (1,161,289) (642,502)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. - - -
Annuity benefit payments ............................................. - - -
------------ ---------- -----------
Increase in net assets from contract transactions ......................... 4,828,674 25,072,209 5,023,627
------------ ---------- -----------
Increase in net assets .................................................... 4,959,512 25,003,659 5,042,153
Net assets at the beginning of period ..................................... - - -
------------ ---------- -----------
Net assets at the end of period ........................................... $ 4,959,512 25,003,659 5,042,153
------------ ---------- -----------
------------ ---------- -----------
<CAPTION>
SEGREGATED SUB-ACCOUNTS
------------------------------------------
TEMPLETON
MACRO-CAP MICRO-CAP DEVELOPING
VALUE (d) GROWTH (c) MARKETS (e)
------------ ---------- -----------
<S> <C> <C> <C>
Operations:
Investment income (loss) - net ....................................... 7,428 (18,203) (749)
Net realized gains (losses) on investments ........................... (13,240) 115,314 (10,017)
Net change in unrealized appreciation or depreciation
of investments .................................................... (116,265) (550,197) (104,773)
------------ ---------- -----------
Net increase (decrease) in net assets resulting from operations .......... (122,077) (453,086) (115,539)
------------ ---------- -----------
Contract transactions (notes 2, 3, 4 and 5):
Contract purchase payments ........................................... 5,317,960 5,465,120 676,481
Contract terminations and withdrawal payments ........................ (311,895) (436,190) (45,203)
Actuarial adjustments for mortality experience on annuities
in payment period ................................................. - - (649)
Annuity benefit payments ............................................. - - (369)
------------ ---------- -----------
Increase in net assets from contract transactions ......................... 5,006,065 5,028,930 630,260
------------ ---------- -----------
Increase in net assets .................................................... 4,883,988 4,575,844 514,721
Net assets at the beginning of period ..................................... - - -
------------ ---------- -----------
Net assets at the end of period ........................................... 4,883,988 4,575,844 514,721
------------ ---------- -----------
------------ ---------- -----------
</TABLE>
(a) For the period from September 29, 1997, commencement of operations, to
December 31, 1997.
(b) For the period from September 24, 1997, commencement of operations, to
December 31, 1997.
(c) For the period from September 15, 1997, commencement of operations, to
December 31, 1997.
(d) For the period from October 15, 1997, commencement of operations, to
December 31, 1997.
(e) For the period from October 2, 1997, commencement of operations, to
December 31, 1997.
See accompanying notes to financial statements.
<PAGE>
VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND BASIS OF PRESENTATION
The Variable Annuity Account (the Account), formerly Minnesota Mutual
Variable Annuity Account, was established on September 10, 1984 as a
segregated asset account of Minnesota Life Insurance Company (Minnesota
Life), formerly The Minnesota Mutual Life Insurance Company, under
Minnesota law and is registered as a unit investment trust under the
Investment Company Act of 1940 (as amended). There are currently four
types of contracts each consisting of one to twenty segregated
sub-accounts. The financial statements presented herein include only the
segregated sub-accounts offered in connection with the sale of the
Combination Fixed and Variable Annuity Contracts for Personal Retirement
Plans (Multi-option Annuity) and Multi-Option Select.
The assets of each segregated sub-account are held for the exclusive
benefit of the variable annuity contract owners and are not chargeable
with liabilities arising out of the business conducted by any other
account or by Minnesota Life. Contract owners allocate their variable
annuity purchase payments to one or more of the twenty segregated
sub-accounts. Such payments are then invested in shares of Advantus
Series Fund, Inc. and Templeton Variable Products Series Fund (Underlying
Funds). The Advantus Series Fund, Inc. was organized by Minnesota Life as
the investment vehicle for its variable annuity contracts and variable
life policies. Each of the Underlying Funds is registered under the
Investment Company Act of 1940 (as amended) as a diversified, open-end
management investment company.
Payments allocated to the Growth, Bond, Money Market, Asset Allocation,
Mortgage Securities, Index 500, Capital Appreciation, International
Stock, Small Company, Maturing Government Bond 2002, Maturing Government
Bond 2006, Maturing Government Bond 2010, Value Stock, Small Company
Value, Global Bond (formerly International Bond), Index 400 Mid-Cap,
Micro-Cap Value, Micro-Cap Growth, Real Estate Securities, and Templeton
Developing Markets segregated sub-accounts are invested in shares of the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index
500, Capital Appreciation, International Stock, Small Company, Maturing
Government Bond 2002, Maturing Government Bond 2006, Maturing Government
Bond 2010, Value Stock, Small Company Value, Global Bond (formerly
International Bond), Index 400 Mid-Cap, Macro-Cap Value, Micro-Cap Growth
and Real Estate Securities Portfolios of the Advantus Series Fund, Inc.
and Templeton Developing Markets Fund - Class 2 of the Templeton Variable
Products Series Fund, respectively. The Maturing Government Bond 1998
Portfolio matured on September 18, 1998. Liquidation proceeds from the
Maturing Government Bond 1998 sub-account were reinvested in another
sub-account at the direction of the contract owner. If the contract owner
did not direct the reinvestment, the proceeds were automatically
reinvested in the Money Market sub-account.
Ascend Financial Services, Inc. acts as the underwriter for the Account.
Advantus Capital Management, Inc. acts as the investment adviser for the
Advantus Series Fund, Inc. Ascend Financial Services, Inc. is a wholly-
owned subsidiary of Advantus Capital Management, Inc. and Advantus
Capital Management, Inc. is a wholly-owned subsidiary of Minnesota Life.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements.
Actual results could differ from those estimates.
INVESTMENTS IN UNDERLYING FUNDS
Investments in shares of the Underlying Funds are stated at market value
which is the net asset value per share as determined daily by each of the
Underlying Funds. Investment transactions are accounted for on the date
the shares are purchased or sold. The cost of investments sold is
determined on the average cost method. All dividend distributions
received from the Underlying Funds are reinvested in additional shares of
the Underlying Funds and are recorded by the segregated sub-accounts on
the ex-dividend date.
<PAGE>
2
VARIABLE ANNUITY ACCOUNT
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FEDERAL INCOME TAXES
The Account is treated as part of Minnesota Life for federal income tax
purposes. Under current interpretations of existing federal income tax
law, no income taxes are payable on investment income or capital gain
distributions received by the Account from the Fund.
CONTRACTS IN ANNUITY PAYMENT PERIOD
Annuity reserves are computed for currently payable contracts according
to the mortality and assumed interest rate assumptions used to purchase
the annuity income. Charges to annuity reserves for mortality and risk
expense are reimbursed to Minnesota Life if the reserves required are
less than originally estimated. If additional reserves are required,
Minnesota Life reimburses the Account.
(3) MORTALITY AND EXPENSE AND SALES CHARGES
The mortality and expense charge paid to Minnesota Life is computed daily
and is equal, on an annual basis, to 1.25 percent of the average daily
net assets of the Account. Under certain conditions, the charge may be
increased to 1.40 percent of the average daily net assets of the Account.
A contingent deferred sales charge may be imposed on a Multi-Option
Annuity or Multi-Option Select contract owner during the first ten years
or first seven years, respectively, if a contract's accumulation value is
reduced by a withdrawal or surrender. Total sales charges deducted from
redemption proceeds for the years ended December 31, 1998 and 1997
amounted to $3,304,803 and $1,743,977, respectively.
(4) INVESTMENT TRANSACTIONS
The Account's purchases of Underlying Funds shares, including
reinvestment of dividend distributions, were as follows during the year
ended December 31, 1998:
<TABLE>
<S> <C>
Growth Portfolio ....................................... $83,069,846
Bond Portfolio ......................................... 49,078,691
Money Market Portfolio ................................. 74,258,718
Asset Allocation Portfolio ............................. 108,819,885
Mortgage Securities Portfolio .......................... 38,044,967
Index 500 Portfolio .................................... 71,360,492
Capital Appreciation Portfolio ......................... 49,532,824
International Stock Portfolio .......................... 47,758,816
Small Company Portfolio ................................ 28,012,350
Maturing Government Bond 1998 Portfolio ................ 1,441,948
Maturing Government Bond 2002 Portfolio ................ 3,063,110
Maturing Government Bond 2006 Portfolio ................ 3,736,179
Maturing Government Bond 2010 Portfolio ................ 3,615,198
Value Stock Portfolio .................................. 44,035,958
Small Company Value Portfolio .......................... 6,573,993
Global Bond Portfolio .................................. 7,405,437
Index 400 Mid-Cap Portfolio ............................ 5,756,719
Macro-Cap Value ........................................ 6,779,689
Macro-Cap Growth Portfolio ............................. 3,203,380
Real Estate Securities ................................. 6,071,631
Templeton Developing Markets Fund ...................... 2,930,782
</TABLE>
<PAGE>
3
VARIABLE ANNUITY ACCOUNT
(5) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS
Transactions in units for each segregated sub-account for the years
ended December 31, 1998 and 1997 (period ended December 31, 1998 for
Real Estate Securities) were as follows:
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
--------------------------------------------------------------------------
MONEY ASSET MORTGAGE
GROWTH BOND MARKET ALLOCATION SECURITIES
--------------- ------------ ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1996 ....................... 38,448,452 36,732,062 22,929,634 116,211,650 32,527,955
Contract purchase
payments ............................ 10,771,702 13,082,596 32,831,960 17,230,670 8,805,041
Deductions for contract
terminations and
withdrawal payments ................. (4,514,907) (6,548,254) (35,956,753) (13,950,918) (6,581,799)
--------------- ------------ ------------ -------------- -------------
Units outstanding at
December 31, 1997 ....................... 44,705,247 43,266,404 19,804,841 119,491,402 34,751,197
Contract purchase
payments ............................ 11,145,679 16,757,246 43,552,011 19,570,064 14,779,503
Deductions for contract
terminations and
withdrawal payments ................. (8,045,075) (8,682,491) (35,397,177) (18,688,238) (8,023,362)
--------------- ------------ ------------ -------------- -------------
Units outstanding at
December 31, 1998 ....................... 47,805,851 51,341,159 27,959,675 120,373,228 41,507,338
--------------- ------------ ------------ -------------- -------------
--------------- ------------ ------------ -------------- -------------
</TABLE>
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------------------------
MATURING
INDEX CAPITAL INTERNATIONAL SMALL GOVERNMENT
500 APPRECIATION STOCK COMPANY BOND 1998
------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1996 ......................... 46,097,553 51,023,999 86,521,264 59,295,273 3,911,112
Contract purchase
payments .............................. 15,045,840 8,635,068 27,399,036 21,317,225 897,511
Deductions for contract
terminations and
withdrawal payments ................... (6,564,128) (6,076,586) (10,319,698) (12,021,733) (1,019,327)
------------- -------------- ------------- -------------- -------------
Units outstanding at
December 31, 1997 ......................... 54,579,265 53,582,481 103,600,602 68,590,765 3,789,296
Contract purchase
payments .............................. 15,789,448 8,967,037 17,507,237 15,655,645 914,391
Deductions for contract
terminations and
withdrawal payments ................... (10,100,150) (8,655,037) (21,151,100) (14,456,560) (4,703,687)
------------- -------------- ------------- -------------- -------------
Units outstanding at
December 31, 1998 ......................... 60,268,563 53,894,481 99,956,739 69,789,850 -
------------- -------------- ------------- -------------- -------------
------------- -------------- ------------- -------------- -------------
</TABLE>
<PAGE>
4
VARIABLE ANNUITY ACCOUNT
(5) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS - CONTINUED
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
-----------------------------------------------------------------------
MATURING MATURING MATURING SMALL
GOVERNMENT GOVERNMENT GOVERNMENT VALUE COMPANY
BOND 2002 BOND 2006 BOND 2010 STOCK VALUE
----------- -------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1996 .............................. 2,935,860 2,334,109 2,077,124 43,796,523 -
Contract purchase
payments ................................... 553,116 580,185 624,211 34,081,601 5,910,477
Deductions for contract
terminations and
withdrawal payments ........................ (550,128) (248,873) (683,592) (9,626,989) (1,087,973)
----------- -------------- ------------ ---------- -----------
Units outstanding at
December 31, 1997 .............................. 2,938,848 2,665,421 2,017,743 68,251,135 4,822,504
Contract purchase
payments ................................... 1,966,007 2,048,990 1,948,023 20,251,001 5,908,905
Deductions for contract
terminations and
withdrawal payments ........................ (377,892) (833,184) (919,654) (18,520,135) (3,175,808)
----------- -------------- ------------ ---------- -----------
Units outstanding at
December 31, 1998 .............................. 4,526,963 3,881,227 3,046,112 69,982,001 7,555,601
----------- -------------- ------------ ---------- -----------
----------- -------------- ------------ ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
SEGREGATED SUB-ACCOUNTS
---------------------------------------------------------------------------------
REAL TEMPLETON
GLOBAL INDEX 400 MACRO-CAP MICRO-CAP ESTATE DEVELOPING
BOND MID-CAP VALUE GROWTH SECURITIES MARKETS
----------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at
December 31, 1996 ............................ - - - - - -
Contract purchase
payments ................................. 26,222,899 5,600,260 5,329,567 5,472,331 - 807,553
Deductions for contract
terminations and
withdrawal payments ...................... (1,139,554) (580,219) (326,177) (452,853) - (83,179)
----------- ----------- ----------- ------------ ----------- -----------
Units outstanding at
December 31, 1997 ............................ 25,083,345 5,020,041 5,003,390 5,019,478 - 724,374
Contract purchase
payments ................................. 4,365,049 5,194,349 5,753,309 3,282,037 5,998,094 5,312,035
Deductions for contract
terminations and
withdrawal payments ...................... (2,607,087) (2,435,110) (2,270,829) (1,378,864) (110,703) (1,127,977)
----------- ----------- ----------- ------------ ----------- -----------
Units outstanding at
December 31, 1998 ............................ 26,841,307 7,779,280 8,485,870 6,922,652 5,887,391 4,908,432
----------- ----------- ----------- ------------ ----------- -----------
----------- ----------- ----------- ------------ ----------- -----------
</TABLE>
<PAGE>
5
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS
The following tables for each segregated sub-account show certain data
for an accumulation unit outstanding during the periods indicated:
GROWTH
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year....................... $ 4.01 3.04 2.63 2.14 2.15
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income (loss)...................... (.02) (.02) (.01) (.01) (.01)
Net gains or losses on securities
(both realized and unrealized) ................ 1.35 .99 .42 .50 -
-------- ------- -------- -------- ------
Total from investment operations ............... 1.33 .97 .41 .49 (.01)
-------- ------- -------- -------- ------
Unit value, end of year ............................ $ 5.34 4.01 3.04 2.63 2.14
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
6
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
BOND
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year ........................ $ 2.37 2.19 2.15 1.82 1.93
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income ............................. .10 .09 .08 .04 .05
Net gains or losses on securities
(both realized and unrealized) .................. .01 .09 (.04) .29 (.16)
-------- ------- -------- -------- ------
Total from investment operations ................. .11 .18 .04 .33 (.11)
-------- ------- -------- -------- ------
Unit value, end of year .............................. $ 2.48 2.37 2.19 2.15 1.82
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
7
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MONEY MARKET
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year ........................... $ 1.63 1.57 1.52 1.46 1.42
-------- ------- -------- -------- ------
Income from investment operations:
Net investment income ................................. .06 .06 .05 .06 .04
-------- ------- -------- -------- ------
Total from investment operations .................... .06 .06 .05 .06 .04
-------- ------- -------- -------- ------
Unit value, end of year ................................. $ 1.69 1.63 1.57 1.52 1.46
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
8
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
ASSET ALLOCATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year ........................ $ 3.25 2.76 2.49 2.01 2.07
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income ............................. .05 .04 .04 .04 .01
Net gains or losses on securities
(both realized and unrealized) .................. .66 .45 .23 .44 (.07)
-------- ------- -------- -------- ------
Total from investment operations ................. .71 .49 .27 .48 (.06)
-------- ------- -------- -------- ------
Unit value, end of year .............................. $ 3.96 3.25 2.76 2.49 2.01
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
9
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MORTGAGE SECURITIES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year ........................ $ 2.17 2.01 1.93 1.66 1.74
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income ............................. .09 .10 .10 .10 .06
Net gains or losses on securities
(both realized and unrealized) .................. .02 .06 (.02) .17 (.14)
-------- ------- -------- -------- ------
Total from investment operations ................. .11 .16 .08 .27 (.08)
-------- ------- -------- -------- ------
Unit value, end of year .............................. $ 2.28 2.17 2.01 1.93 1.66
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
10
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
INDEX 500
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year....................... $ 3.81 2.91 2.43 1.79 1.80
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income (loss)...................... (.02) (.01) - .01 -
Net gains or losses on securities
(both realized and unrealized) ................ 1.02 .91 .48 .63 (.01)
-------- ------- -------- -------- ------
Total from investment operations ............... 1.00 .90 .48 .64 (.01)
-------- ------- -------- -------- ------
Unit value, end of year ............................ $ 4.81 3.81 2.91 2.43 1.79
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
11
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
CAPITAL APPRECIATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year ..................... $ 3.71 2.93 2.52 2.08 2.06
-------- ------- -------- -------- ------
Income from investment operations:
Net investment loss.............................. (.05) (.04) (.03) (.03) (.02)
Net gains or losses on securities (both
realized and unrealized) ...................... 1.13 .82 .44 .47 .04
-------- ------- -------- -------- ------
Total from investment operations .............. 1.08 .78 .41 .44 .02
-------- ------- -------- -------- ------
Unit value, end of year ........................... $ 4.79 3.71 2.93 2.52 2.08
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
12
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
INTERNATIONAL STOCK
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of year....................... $ 1.91 1.73 1.46 1.30 1.32
-------- ------- -------- -------- ------
Income (loss) from investment operations:
Net investment income (loss)..................... .03 .03 .02 (.02) .01
Net gains or losses on securities
(both realized and unrealized)................ .07 .15 .25 .18 (.03)
-------- ------- -------- -------- ------
Total from investment operations............... .10 .18 .27 .16 (.02)
-------- ------- -------- -------- ------
Unit value, end of year ........................... $ 2.01 1.91 .73 1.46 1.30
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
13
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
SMALL COMPANY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period.................... $ 1.78 1.67 1.59 1.22 1.16
-------- ------- -------- -------- ------
Income from investment operations:
Net investment loss............................. (.02) (.02) (.02) (.02) (.01)
Net gains or losses on securities
(both realized and unrealized)............... .02 .13 .10 .39 .07
-------- ------- -------- -------- ------
Total from investment operations............. - .11 .08 .37 .06
-------- ------- -------- -------- ------
Unit value, end of period.......................... $ 1.78 1.78 1.67 1.59 1.22
-------- ------- -------- -------- ------
-------- ------- -------- -------- ------
</TABLE>
<PAGE>
14
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MATURING GOVERNMENT BOND 1998
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 2, 1994(b)
----------------------------------------------- TO DECEMBER 31,
1998(a) 1997 1996 1995 1994
------------- -------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period ...................... $ 1.21 1.16 1.12 .98 1.00
------------- -------- --------- ---------- --------------
Income (loss) from investment operations:
Net investment income (loss) ..................... .08 .04 (.01) .05 .03
Net gains or losses on securities
(both realized and unrealized) ................ (.04) .01 .05 .09 (.05)
------------- -------- --------- ---------- --------------
Total from investment operations .............. .04 .05 .04 .14 (.02)
------------- -------- --------- ---------- --------------
Transfer to other sub-accounts due to
liquidation ................................... (1.25) - - - -
------------- -------- --------- ---------- --------------
Unit value, end of period ............................. $ - 1.21 1.16 1.12 .98
------------- -------- --------- ---------- --------------
------------- -------- --------- ---------- --------------
</TABLE>
(a) For the period from January 1, 1998 to September 18, 1998, termination
of the sub-account.
(b) Inception of the segregated sub-account was May 2, 1994, when the units
became effectively registered under the Securities Exchange Act of
1933.
<PAGE>
15
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MATURING GOVERNMENT BOND 2002
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 2, 1994(a)
------------------------------------------ TO DECEMBER 31,
1998 1997 1996 1995 1994
-------- -------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period ........................... $ 1.29 1.21 1.20 .97 1.00
-------- -------- --------- ---------- --------------
Income (loss) from investment operations:
Net investment income ................................. .07 .05 .06 .06 .04
Net gains or losses on securities
(both realized and unrealized) ..................... .04 .03 (.05) .17 (.07)
-------- -------- --------- ---------- --------------
Total from investment operations.................... .11 .08 .01 .23 (.03)
-------- -------- --------- ---------- --------------
Unit value, end of period ................................. $ 1.40 1.29 1.21 1.20 .97
-------- -------- --------- ---------- --------------
-------- -------- --------- ---------- --------------
</TABLE>
(a) Inception of the segregated sub-account was May 2, 1994, when the
units became effectively registered under the Securities Exchange
Act of 1933.
<PAGE>
16
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MATURING GOVERNMENT BOND 2006
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 2, 1994(a)
---------------------------------------------- TO DECEMBER 31,
1998 1997 1996 1995 1994
----------- ------- --------- -------- -------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period ...................... $ 1.39 1.25 1.28 .96 1.00
----------- ------- --------- -------- -------------
Income (loss) from investment operations:
Net investment income ........................... .08 .05 .06 .06 .04
Net gains or losses on securities
(both realized and unrealized) ............... .10 .09 (.09) .26 (.08)
----------- ------- --------- -------- -------------
Total from investment operations ............. .18 .14 (.03) .32 (.04)
----------- ------- --------- -------- -------------
Unit value, end of period ........................... $ 1.57 1.39 1.25 1.28 .96
----------- ------- --------- -------- -------------
----------- ------- --------- -------- -------------
</TABLE>
(a) Inception of the segregated sub-account was May 2, 1994, when the
units became effectively registered under the Securities Exchange
Act of 1933.
<PAGE>
17
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MATURING GOVERNMENT BOND 2010
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 2, 1994(a)
------------------------------------------ TO DECEMBER 31,
1998 1997 1996 1995 1994
-------- -------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period ........................... $ 1.47 1.27 1.33 .95 1.00
-------- -------- --------- ---------- --------------
Income (loss) from investment operations:
Net investment income (loss) ........................ .05 .04 (.02) .06 .04
Net gains or losses on securities
(both realized and unrealized) .................. .14 .16 (.04) .32 (.09)
-------- -------- --------- ---------- --------------
Total from investment operations ................ .19 .20 (.06) .38 (.05)
-------- -------- --------- ---------- --------------
Unit value, end of period ................................. $ 1.66 1.47 1.27 1.33 .95
-------- -------- --------- ---------- --------------
-------- -------- --------- ---------- --------------
</TABLE>
(a) Inception of the segregated sub-account was May 2, 1994, when the
units became effectively registered under the Securities Exchange
Act of 1933.
<PAGE>
18
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
VALUE STOCK
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, MAY 2, 1994(a)
------------------------------------------ TO DECEMBER 31,
1998 1997 1996 1995 1994
-------- -------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period .............................. $ 2.13 1.78 1.38 1.05 1.00
-------- -------- --------- ---------- ---------------
Income from investment operations:
Net investment income (loss) ........................... (.03) - - - .01
Net gains or losses on securities
(both realized and unrealized) ..................... .04 .35 .40 .33 .04
-------- -------- --------- ---------- ---------------
Total from investment operations ................... .01 .35 .40 .33 .05
-------- -------- --------- ---------- ---------------
Unit value, end of period .................................... $ 2.14 2.13 1.78 1.38 1.05
-------- -------- --------- ---------- ---------------
-------- -------- --------- ---------- ---------------
</TABLE>
(a) Inception of the segregated sub-account was May 2, 1994, when the
units became effectively registered under the Securities Exchange
Act of 1933.
<PAGE>
19
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
SMALL COMPANY VALUE
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 1, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
------------ --------------
<S> <C> <C>
Unit value, beginning of period ...................................... $ 1.03 1.00
------------ --------------
Income (loss) from investment operations:
Net investment income (loss) ..................................... - -
Net gains or losses on securities (both realized and unrealized).. (.08) .03
------------ --------------
Total from investment operations .............................. (.08) .03
------------ --------------
Unit value, end of period ............................................ $ .95 1.03
------------ --------------
------------ --------------
</TABLE>
(a) Inception of the segregated sub-account was October 1, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
20
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
GLOBAL BOND
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 1, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
------------ --------------
<S> <C> <C>
Unit value, beginning of period .................................... $ 1.00 1.00
------------ --------------
Income from investment operations:
Net investment income (loss) .................................. .06 .01
Net gains or losses on securities
(both realized and unrealized) ............................ .08 (.01)
------------ --------------
Total from investment operations .......................... .14 -
------------ --------------
Unit value, end of period .......................................... $ 1.14 1.00
------------ --------------
------------ --------------
</TABLE>
(a) Inception of the segregated sub-account was October 1, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
21
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
INDEX 400 MID-CAP
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 1, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
--------------- --------------
<S> <C> <C>
Unit value, beginning of period ........................................ $ 1.00 1.00
--------------- --------------
Income from investment operations:
Net investment income (loss) ....................................... - -
Net gains or losses on securities
(both realized and unrealized) .................................. .16 -
--------------- --------------
Total from investment operations ................................ .16 -
--------------- --------------
Unit value, end of period .............................................. $ 1.16 1.00
--------------- --------------
--------------- --------------
</TABLE>
(a) Inception of the segregated sub-account was October 1, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
22
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MACRO-CAP VALUE
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDD OCTOBER 1, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
------------ --------------
<S> <C> <C>
Unit value, beginning of period ...................................... $ .98 1.00
------------ --------------
Income (loss) from investment operations:
Net investment income (loss) ................................... (.01) -
Net gains or losses on securities
(both realized and unrealized) .............................. .21 (.02)
------------ --------------
Total from investment operations ........................... .20 (.02)
------------ --------------
Unit value, end of period ............................................ $ 1.18 .98
------------ --------------
------------ --------------
</TABLE>
(a) Inception of the segregated sub-account was October 15, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
23
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
MICRO-CAP GROWTH
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 1, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
--------------- --------------
<S> <C> <C>
Unit value, beginning of period ........................................ $ .91 1.00
--------------- --------------
Income (loss) from investment operations:
Net investment loss ................................................ (.01) (.01)
Net gains or losses on securities (both realized and unrealized) ... .12 (.08)
--------------- --------------
Total from investment operations ................................ .11 (.09)
--------------- --------------
Unit value, end of period .............................................. $ 1.02 .91
--------------- --------------
--------------- --------------
</TABLE>
(a) Inception of the segregated sub-account was October 1, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
24
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
REAL ESTATE SECURITIES
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 24, 1998(a)
TO DECEMBER 31,
1998
---------------
<S> <C>
Unit value, beginning of period ................................... $ 1.00
---------------
Income (loss) from investment operations:
Net investment income ......................................... .03
Net losses on securities (both realized and unrealized) ....... (.17)
---------------
Total from investment operations ........................... (.14)
---------------
Unit value, end of period ......................................... $ .86
---------------
---------------
</TABLE>
(a) For the period from May 1, 1998, commencement of operations, to
December 31, 1998.
<PAGE>
25
VARIABLE ANNUITY ACCOUNT
(6) FINANCIAL HIGHLIGHTS - CONTINUED
TEMPLETON DEVELOPING MARKETS
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 2, 1997(a)
DECEMBER 31, TO DECEMBER 31,
1998 1997
--------------- --------------
<S> <C> <C>
Unit value, beginning of period ............................................... $ .69 1.00
--------------- --------------
Income (loss) from investment operations:
Net investment income ..................................................... - -
Net losses on securities (both realized and unrealized) ................... (.15) (.31)
--------------- --------------
Total from investment operations ....................................... (.15) (.31)
--------------- --------------
Unit value, end of period ..................................................... $ .54 .69
--------------- --------------
--------------- --------------
</TABLE>
(a) Inception of the segregated sub-account was October 2, 1997, when
the units became effectively registered under the Securities
Exchange Act of 1933.
<PAGE>
Independent Auditors' Report
The Board of Directors
Minnesota Life Insurance Company
We have audited the accompanying consolidated balance sheets of the Minnesota
Life Insurance Company and subsidiaries as of December 31, 1998 and 1997, and
the related consolidated statements of operations and comprehensive income,
changes in stockholder's equity and cash flows for each of the years in the
three-year period ended December 31, 1998. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Minnesota Life Insurance Company and subsidiaries as of December 31, 1998 and
1997, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
information included in the accompanying schedules is presented for purpose of
additional analysis and is not a required part of the basic consolidated
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic consolidated financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic consolidated financial statements taken as a whole.
Minneapolis, Minnesota
February 8, 1999
66
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Consolidated Balance Sheets
December 31, 1998 and 1997
Assets
<TABLE>
<CAPTION>
1998 1997
----------- -----------
(In thousands)
<S> <C> <C>
Fixed maturity securities:
Available-for-sale, at fair value (amortized cost
$4,667,688 and $4,518,807) $ 4,914,012 $ 4,719,801
Held-to-maturity, at amortized cost (fair value
$1,161,784 and $1,158,227) 1,086,548 1,088,312
Equity securities, at fair value (cost $579,546 and
$537,441) 749,800 686,638
Mortgage loans, net 681,219 661,337
Real estate, net 38,530 39,964
Policy loans 226,409 213,488
Short-term investments 136,435 112,352
Other invested assets 261,625 216,838
----------- -----------
Total investments 8,094,578 7,738,730
Cash 175,660 96,179
Finance receivables, net 163,411 211,794
Deferred policy acquisition costs 564,382 576,030
Accrued investment income 86,974 83,439
Premiums receivable, net 62,609 68,030
Property and equipment, net 67,448 58,123
Reinsurance recoverables 162,553 150,126
Other assets 61,183 52,852
Separate account assets 6,994,752 5,366,810
----------- -----------
Total assets $16,433,550 $14,402,113
=========== ===========
Liabilities and Stockholder's Equity
Liabilities:
Policy and contract account balances $ 4,242,802 $ 4,275,221
Future policy and contract benefits 1,744,245 1,687,529
Pending policy and contract claims 70,564 64,356
Other policyholders' funds 438,595 416,752
Policyholders' dividends payable 53,957 55,321
Stockholder dividend payable 24,700 --
Unearned premiums and fees 180,191 202,070
Federal income tax liability:
Current 53,039 45,300
Deferred 173,907 166,057
Other liabilities 514,468 334,305
Notes payable 267,000 298,000
Separate account liabilities 6,947,806 5,320,517
----------- -----------
Total liabilities 14,711,274 12,865,428
----------- -----------
Stockholder's equity:
Common stock, $1 par value, 5,000,000 shares
authorized, issued and outstanding 5,000 --
Retained earnings 1,513,661 1,380,012
Accumulated other comprehensive income 203,615 156,673
----------- -----------
Total stockholder's equity 1,722,276 1,536,685
----------- -----------
Total liabilities and stockholder's equity $16,433,550 $14,402,113
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
67
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
Years ended December 31, 1998, 1997, and 1996
Statements of Operations
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
(In thousands)
<S> <C> <C> <C>
Revenues:
Premiums $ 577,693 $ 615,253 $ 612,359
Policy and contract fees 300,361 272,037 245,966
Net investment income 531,081 553,773 530,987
Net realized investment gains 114,652 114,367 55,574
Finance charge income 35,880 43,650 46,932
Other income 73,498 71,707 51,630
---------- ---------- ----------
Total revenues 1,633,165 1,670,787 1,543,448
---------- ---------- ----------
Benefits and expenses:
Policyholders' benefits 519,926 515,873 541,520
Interest credited to policies and con-
tracts 290,870 298,033 288,967
General operating expenses 360,916 369,961 302,618
Commissions 110,211 114,404 103,370
Administrative and sponsorship fees 80,183 81,750 79,360
Dividends to policyholders 25,159 26,776 24,804
Interest on notes payable 22,360 24,192 22,798
Increase in deferred policy acquisition
costs (18,042) (26,878) (19,284)
---------- ---------- ----------
Total benefits and expenses 1,391,583 1,404,111 1,344,153
---------- ---------- ----------
Income from operations before taxes 241,582 266,676 199,295
Federal income tax expense (benefit):
Current 93,584 84,612 68,033
Deferred (15,351) (7,832) 744
---------- ---------- ----------
Total federal income tax expense 78,233 76,780 68,777
---------- ---------- ----------
Net income $ 163,349 $ 189,896 $ 130,518
========== ========== ==========
Other comprehensive income, after tax:
Foreign currency translation adjust-
ments $ (947) $ 947 $ --
Unrealized gains (losses) on securities 47,889 47,414 (44,940)
---------- ---------- ----------
Other comprehensive income, net of tax 46,942 48,361 (44,940)
---------- ---------- ----------
Comprehensive income $ 210,291 $ 238,257 $ 85,578
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
68
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Consolidated Statements of Changes in Stockholder's Equity
Years ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
(In thousands)
<S> <C> <C> <C>
Common stock:
Issued during the year $ 5,000 $ -- $ --
---------- ---------- ----------
Total common stock $ 5,000 $ -- $ --
========== ========== ==========
Retained earnings:
Beginning balance $1,380,012 $1,190,116 $1,059,598
Net income 163,349 189,896 130,518
Retained earnings transfer for common
stock issued (5,000) -- --
Dividends to stockholder (24,700) -- --
---------- ---------- ----------
Total retained earnings $1,513,661 $1,380,012 $1,190,116
========== ========== ==========
Accumulated other comprehensive income:
Beginning balance $ 156,673 $ 108,312 $ 153,252
Change in unrealized appreciation (de-
preciation) of investments 47,889 47,414 (44,940)
Change in unrealized gain on foreign
currency translation (947) 947 --
---------- ---------- ----------
Total accumulated other comprehensive
income $ 203,615 $ 156,673 $ 108,312
========== ========== ==========
Total stockholder's equity $1,722,276 $1,536,685 $1,298,428
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
69
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows
Years ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
(In thousands)
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $ 163,349 $ 189,896 $ 130,518
Adjustments to reconcile net income to
net cash provided by operating activi-
ties:
Interest credited to annuity and in-
surance contracts 265,841 276,719 275,968
Fees deducted from policy and con-
tract balances (212,901) (214,803) (206,780)
Change in future policy benefits 56,716 76,358 84,389
Change in other policyholders' lia-
bilities (20,802) 7,597 16,099
Change in deferred policy acquisition
costs (18,042) (26,878) (19,284)
Change in premiums due and other re-
ceivables 5,421 (9,280) (26,142)
Change in federal income tax liabili-
ties 15,589 36,049 (38,113)
Net realized investment gains (114,652) (114,367) (55,574)
Other, net 32,380 (23,213) 56,045
----------- ----------- -----------
Net cash provided by operating ac-
tivities 172,899 198,078 217,126
----------- ----------- -----------
Cash Flows from Investing Activities
Proceeds from sales of:
Fixed maturity securities, available-
for-sale 1,835,726 1,099,114 877,682
Equity securities 523,617 601,936 352,901
Mortgage loans -- -- 15,567
Real estate 7,800 9,279 11,678
Other invested assets 21,682 26,877 12,280
Proceeds from maturities and repayments
of:
Fixed maturity securities, available-
for-sale 414,726 403,829 329,550
Fixed maturity securities, held-to-
maturity 148,848 139,394 114,222
Mortgage loans 126,066 109,246 94,703
Purchases of:
Fixed maturity securities, available-
for-sale (2,384,720) (1,498,048) (1,228,048)
Fixed maturity securities, held-to-
maturity (99,530) (82,835) (60,612)
Equity securities (516,907) (585,349) (446,599)
Mortgage loans (141,008) (157,247) (108,691)
Real estate (5,612) (3,908) (3,786)
Other invested assets (75,682) (55,988) (29,271)
Finance receivable originations or pur-
chases (77,141) (115,248) (175,876)
Finance receivable principal payments 109,277 133,762 142,723
Other, net 141,768 (88,626) (40,062)
----------- ----------- -----------
Net cash provided by (used for) in-
vesting activities 28,910 (63,812) (141,639)
----------- ----------- -----------
Cash Flows from Financing Activities
Deposits credited to annuity and insur-
ance contracts 952,622 928,696 657,405
Withdrawals from annuity and insurance
contracts (1,053,844) (1,013,588) (702,681)
Proceeds from issuance of debt 40,000 -- 60,000
Payments on debt (31,000) (21,000) (21,000)
Other, net (6,023) (3,355) (6,898)
----------- ----------- -----------
Net cash used for financing activi-
ties (98,245) (109,247) (13,174)
----------- ----------- -----------
Net increase in cash and short-term in-
vestments 103,564 25,019 62,313
Cash and short-term investments, begin-
ning of year 208,531 183,512 121,199
----------- ----------- -----------
Cash and short-term investments, end of
year $ 312,095 $ 208,531 $ 183,512
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
70
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
(1) Nature of Operations
Conversion to a Mutual Holding Company Structure
Consent was given from the Minnesota Department of Commerce (Department of
Commerce) allowing The Minnesota Mutual Life Insurance Company to implement a
conversion to a mutual holding company. The Minnesota Mutual Life Insurance
Company enacted this privilege effective October 1, 1998. The conversion
created Minnesota Mutual Companies, Inc., a mutual holding company, Securian
Holding Company and Securian Financial Group, Inc., which are intermediate
stock holding companies. The Minnesota Mutual Life Insurance Company was
converted into a stock life insurance company and renamed Minnesota Life
Insurance Company. Minnesota Mutual Companies, Inc. will at all times, in
accordance with the conversion plan and as required by the Mutual Insurance
Holding Company Act, directly or indirectly control Minnesota Life Insurance
Company through the ownership of at least a majority of the voting power of the
voting shares of the capital stock of Minnesota Life Insurance Company. Annuity
contract and life insurance policyholders of Minnesota Life Insurance Company
have certain membership interests consisting primarily of the right to vote on
certain matters involving Minnesota Mutual Companies, Inc. and the right to
receive distributions of surplus in the event of demutualization, dissolution
or liquidation of Minnesota Mutual Companies, Inc.
Description of Business
Minnesota Life Insurance Company, both directly and through its subsidiaries
(collectively, the Company), 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 five strategic business
units which focus on various markets: Individual Insurance, Financial Services,
Group Insurance, Pension and Asset Management. Revenues in 1998 for these
business units were $862,240,000, $273,511,000, $258,928,000, $102,061,000 and
$20,723,000, respectively. Additional revenues of $115,702,000 were reported by
the Company's subsidiaries.
The Company serves over six million people through more than 4,000 associates
located at its St. Paul, Minnesota headquarters and in 75 general agencies and
45 regional offices throughout the United States.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP), which vary in
certain respects from accounting practices prescribed or permitted by state
insurance regulatory authorities. The consolidated financial statements include
the accounts of the Minnesota Life Insurance Company and its subsidiaries. All
material intercompany transactions and balances have been eliminated.
The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets and liabilities, including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues and expenses during the reporting period. Future events, including
changes in mortality, morbidity, interest rates and asset valuations, could
cause actual results to differ from the estimates used in the financial
statements.
Insurance Revenues and Expenses
Premiums on traditional life products, which include individual whole life and
term insurance and immediate annuities, are credited to revenue when due. For
accident and health and group life products, premiums are credited to revenue
over the contract period as earned. Benefits and expenses are recognized in
relation to premiums over the contract period via a provision for future policy
benefits and the amortization of deferred policy acquisition costs.
71
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(2) Summary of Significant Accounting Policies (continued)
Nontraditional life products include individual adjustable and variable life
insurance and group universal and variable life insurance. Revenue from
nontraditional life products and deferred annuities is comprised of policy and
contract fees charged for the cost of insurance, policy administration and
surrenders. Expenses include the portion of claims not covered by and interest
credited to the related policy and contract account balances. Policy
acquisition costs are amortized relative to estimated gross profits or margins.
Deferred Policy Acquisition Costs
The costs of acquiring new and renewal business, which vary with and are
primarily related to the production of new and renewal business, are generally
deferred to the extent recoverable from future premiums or expected gross
profits. Deferrable costs include commissions, underwriting expenses and
certain other selling and issue costs.
For traditional life, accident and health and group life products, deferred
policy acquisition costs are amortized over the premium paying period in
proportion to the ratio of annual premium revenues to ultimate anticipated
premium revenues. The ultimate premium revenues are estimated based upon the
same assumptions used to calculate the future policy benefits.
For nontraditional life products and deferred annuities, deferred policy
acquisition costs are amortized over the estimated lives of the contracts in
relation to the present value of estimated gross profits from surrender charges
and investment, mortality and expense margins.
Deferred policy acquisition costs amortized were $148,098,000, $128,176,000
and $125,978,000 for the years ended December 31, 1998, 1997 and 1996,
respectively.
Finance Charge Income and Receivables
Finance charge income represents fees and interest charged on consumer loans.
The Company uses the interest (actuarial) method of accounting for finance
charges and interest on finance receivables. Accrual of finance charges and
interest on the smaller balance homogeneous finance receivables is suspended
when a loan is contractually delinquent for more than 60 days and is
subsequently recognized when received. Accrual is resumed when the loan is
contractually less than 60 days past due. Finance charges and interest is
suspended when a loan is considered by management to be impaired. Loan
impairment is measured based on the present value of expected future cash flows
discounted at the loan's effective interest rate, or as a practical expedient,
at the observable market price of the loan or the fair value of the collateral
if the loan is collateral dependent. When a loan is identified as impaired,
interest previously accrued in the current year is reversed. Interest payments
received on impaired loans are generally applied to principal unless the
remaining principal balance has been determined to be fully collectible. An
allowance for uncollectible amounts is maintained by direct charges to
operations at an amount which management believes, based upon historical losses
and economic conditions, is adequate to absorb probable losses on existing
receivables that may become uncollectible. The reported receivables are net of
this allowance.
Valuation of Investments
Fixed maturity securities (bonds) which the Company has the positive intent and
ability to hold to maturity are classified as held-to-maturity and are carried
at amortized cost, net of write-downs for other than temporary declines in
value. Premiums and discounts are amortized or accreted over the estimated
lives of the securities based on the interest yield method. Fixed maturity
securities, which may be sold prior to maturity, are classified as available-
for-sale and are carried at fair value.
Equity securities (common stocks and preferred stocks) are carried at fair
value. Equity securities also include initial contributions to affiliated
registered investment funds that are managed by a subsidiary of the Company.
These contributions are carried at the market value of the underlying net
assets of the funds.
Mortgage loans are carried at amortized cost less an allowance for
uncollectible amounts. Premiums and discounts are amortized or accreted over
the terms of the mortgage loans based on the interest yield method. A
72
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(2) Summary of Significant Accounting Policies (continued)
mortgage loan is considered impaired if it is probable that contractual amounts
due will not be collected. Impaired mortgage loans are valued at the fair value
of the underlying collateral. Interest income on impaired mortgage loans is
recorded on an accrual basis. However, when the likelihood of collection is
doubtful, interest income is recognized when received.
Fair values of fixed maturity securities and equity securities 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. Fair values of mortgage loans are based upon discounted
cash flows, quoted market prices and matrix pricing.
Venture capital limited partnerships are carried at cost, net of write-downs
for other than temporary declines in value and allowances for temporary
declines in value. Cash distributions are recorded as a return of capital
and/or income as appropriate. In-kind distributions are recorded as a return of
capital for the cost basis of the stock received.
Real estate is carried at cost less accumulated depreciation and an allowance
for estimated losses. Accumulated depreciation on real estate at December 31,
1998 and 1997, was $6,713,000 and $6,269,000, respectively.
Policy loans are carried at the unpaid principal balance.
Derivative Financial Instruments
The Company entered into equity swaps in 1996 as part of an overall risk
management strategy. The swaps were used to hedge exposure to market risk on
$400,000,000 of the Company's common stock portfolio. The swaps were based upon
certain stock indices. If, at the time of settlement for a particular swap, the
designated stock index had fallen below a specified level, the counterparty
would pay the Company an amount based upon the decline in the index and the
stock portfolio value protected by the swap. If, at the time of settlement, the
designated stock index had risen, the Company would pay the counterparty an
amount based upon the increase in the index and 25% of the stock portfolio
value protected by the swap. The equity swaps were settled with the
counterparties in August 1997. The swaps were carried at fair value, which were
based upon dealer quotes. Changes in fair value were recorded directly in
stockholder's equity. Upon settlement of the swaps, gains or losses were
recognized in income, and the Company realized a loss of approximately
$31,000,000 in 1997, upon settlement of these equity swaps.
The Company began investing in international bonds denominated in foreign
currencies in 1997. Unrealized gains or losses are recorded on foreign
denominated securities due to the fluctuation in foreign currency exchange
rates and/or related payables and receivables and interest on foreign
securities. The Company uses forward foreign exchange currency contracts as
part of its risk management strategy for international investments. The forward
foreign exchange currency contracts are used to reduce market risks from
changes in foreign exchange rates. These forward foreign exchange currency
contracts are agreements to purchase a specified amount of one currency in
exchange for a specified amount of another currency at a future point in time
at a foreign exchange currency rate agreed upon on the contract open date. No
cash is exchanged at the outset of the contract and no payments are made by
either party until the contract close date. On the contract close date the
contracted amount of the purchased currency is received from the counterparty
and the contracted amount of the sold currency is sent to the counterparty.
Realized and unrealized gains and losses on these forward foreign exchange
contracts are recorded in income as incurred. In addition, these contracts are
generally short-term in nature and there is no material exposure to the Company
at December 31, 1998. Notional amounts for the years ended December 31, 1998
and 1997, were $115,194,000 and $80,997,000, respectively.
73
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(2) Summary of Significant Accounting Policies (continued)
Capital Gains and Losses
Realized and unrealized capital gains and losses are determined on the specific
identification method. Write-downs of held-to-maturity securities and the
provision for credit losses on mortgage loans and real estate are recorded as
realized losses.
Changes in the fair value of fixed maturity securities available-for-sale and
equity securities are recorded as a separate component of stockholder's equity,
net of taxes and related adjustments to deferred policy acquisition costs and
unearned policy and contract fees.
Property and Equipment
Property and equipment are carried at cost, net of accumulated depreciation of
$101,692,000 and $90,926,000 at December 31, 1998 and 1997, respectively.
Buildings are depreciated over 40 years and equipment is generally depreciated
over 5 to 10 years. Depreciation expenses for the years ended December 31,
1998, 1997 and 1996, were $10,765,000, $8,965,000 and $6,454,000, respectively.
Separate Accounts
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the exclusive benefit of pension, variable
annuity and variable life insurance policyholders and contractholders. Assets
consist principally of marketable securities and both assets and liabilities
are reported at fair value, based upon the market value of the investments held
in the segregated funds. The Company receives administrative and investment
advisory fees for services rendered on behalf of these accounts.
The Company periodically invests money in its separate accounts. The market
value of such investments, included with separate account assets, amounted to
$46,945,000 and $46,293,000 at December 31, 1998 and 1997, respectively.
Policyholders' Liabilities
Policy and contract account balances represent the net accumulation of funds
associated with nontraditional life products and deferred annuities. Additions
to the account balances include premiums, deposits and interest credited by the
Company. Decreases in the account balances include surrenders, withdrawals,
benefit payments, and charges assessed for the cost of insurance, policy
administration and surrenders.
Future policy and contract benefits are comprised of reserves for traditional
life, group life, and accident and health products. The reserves were
calculated using the net level premium method based upon assumptions regarding
investment yield, mortality, morbidity, and withdrawal rates determined at the
date of issue, commensurate with the Company's experience. Provision has been
made in certain cases for adverse deviations from these assumptions.
Other policyholders' funds are comprised of dividend accumulations, premium
deposit funds and supplementary contracts without life contingencies.
Participating Business
Dividends on participating policies and other discretionary payments are
declared by the Board of Directors based upon actuarial determinations, which
take into consideration current mortality, interest earnings, expense factors
and federal income taxes. Dividends are recognized as expenses consistent with
the recognition of premiums.
Income Taxes
Current income taxes are charged to operations based upon amounts estimated to
be payable as a result of taxable operations for the current year. Deferred
income tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between financial statement
carrying amounts and income tax bases of assets and liabilities.
74
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(2) Summary of Significant Account Policies (continued)
Reinsurance Recoverables
Insurance liabilities are reported before the effects of ceded reinsurance.
Reinsurance recoverables represent amounts due from reinsurers for paid and
unpaid benefits, expense reimbursements, prepaid premiums and future policy
benefits.
Reclassifications
Certain 1997 and 1996 consolidated financial statement balances have been
reclassified to conform to the 1998 presentation.
(3) Investments
Net investment income for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Fixed maturity securities $445,220 $457,391 $433,985
Equity securities 12,183 16,182 14,275
Mortgage loans 54,785 55,929 63,865
Real estate (236) (407) (475)
Policy loans 15,502 15,231 13,828
Short-term investments 6,147 6,995 6,535
Other invested assets 3,826 3,871 4,901
-------- -------- --------
Gross investment income 537,427 555,192 536,914
Investment expenses (6,346) (1,419) (5,927)
-------- -------- --------
Total $531,081 $553,773 $530,987
======== ======== ========
Net realized investment gains (losses) for the years ended December 31 were
as follows:
<CAPTION>
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Fixed maturity securities $ 43,244 $ 3,711 $ (6,536)
Equity securities 47,526 92,765 57,770
Mortgage loans 3,399 2,011 (721)
Real estate 7,809 1,598 7,088
Other invested assets 12,674 14,282 (2,027)
-------- -------- --------
Total $114,652 $114,367 $ 55,574
======== ======== ========
Gross realized gains (losses) on the sales of fixed maturity securities and
equity securities for the years ended December 31 were as follows:
<CAPTION>
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Fixed maturity securities, available-for-sale:
Gross realized gains $ 56,428 $ 18,804 $ 19,750
Gross realized losses (13,184) (15,093) (26,286)
Equity securities:
Gross realized gains 107,342 120,437 79,982
Gross realized losses (59,816) (27,672) (22,212)
</TABLE>
75
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(3)Investments (continued)
Net unrealized gains (losses) included in stockholder's equity at December 31
were as follows:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
(In thousands)
<S> <C> <C>
Gross unrealized gains $ 487,479 $ 472,671
Gross unrealized losses (73,440) (118,863)
Adjustment to deferred acquisition costs (119,542) (100,299)
Adjustment to unearned policy and contract fees 15,912 (13,087)
Deferred federal income taxes (106,794) (83,749)
--------- ---------
Net unrealized gains $ 203,615 $ 156,673
========= =========
</TABLE>
76
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(3)Investments (continued)
The amortized cost and fair value of investments in marketable securities by
type of investment were as follows:
<TABLE>
<CAPTION>
Gross Unrealized
-----------------
Amortized Fair
Cost Gains Losses Value
---------- -------- -------- ----------
(In thousands)
<S> <C> <C> <C> <C>
December 31, 1998
Available-for-sale:
United States government and
government agencies and
authorities $ 195,650 $ 17,389 $ 201 $ 212,838
Foreign governments 784 -- 311 473
Corporate securities 2,357,861 204,277 30,648 2,531,490
International bond securities 188,448 22,636 1,298 209,786
Mortgage-backed securities 1,924,945 52,580 18,100 1,959,425
---------- -------- -------- ----------
Total fixed maturities 4,667,688 296,882 50,558 4,914,012
Equity securities-unaffiliated 463,777 157,585 15,057 606,305
Equity securities-affiliated
mutual funds 115,769 27,726 -- 143,495
---------- -------- -------- ----------
Total equity securities 579,546 185,311 15,057 749,800
---------- -------- -------- ----------
Total available-for-sale 5,247,234 482,193 65,615 5,663,812
Held-to maturity:
Corporate securities 894,064 67,496 235 961,325
Mortgage-backed securities 192,484 9,030 1,055 200,459
---------- -------- -------- ----------
Total held-to-maturity 1,086,548 76,526 1,290 1,161,784
---------- -------- -------- ----------
Total $6,333,782 $558,719 $ 66,905 $6,825,596
========== ======== ======== ==========
<CAPTION>
Gross Unrealized
-----------------
Amortized Fair
Cost Gains Losses Value
---------- -------- -------- ----------
(In thousands)
<S> <C> <C> <C> <C>
December 31, 1997
Available-for-sale:
United States government and
government agencies and authori-
ties $ 239,613 $ 18,627 $ -- $ 258,240
Foreign governments 1,044 -- 29 1,015
Corporate securities 2,273,474 216,056 70,484 2,419,046
International bond securities 150,157 2,565 23,530 129,192
Mortgage-backed securities 1,854,519 66,934 9,145 1,912,308
---------- -------- -------- ----------
Total fixed maturities 4,518,807 304,182 103,188 4,719,801
Equity securities-unaffiliated 421,672 134,558 14,575 541,655
Equity securities-affiliated mu-
tual funds 115,769 29,214 -- 144,983
---------- -------- -------- ----------
Total equity securities 537,441 163,772 14,575 686,638
---------- -------- -------- ----------
Total available-for-sale 5,056,248 467,954 117,763 5,406,439
Held-to maturity:
Corporate securities 893,407 59,850 752 952,505
Mortgage-backed securities 194,905 10,817 -- 205,722
---------- -------- -------- ----------
Total held-to-maturity 1,088,312 70,667 752 1,158,227
---------- -------- -------- ----------
Total $6,144,560 $538,621 $118,515 $6,564,666
========== ======== ======== ==========
</TABLE>
77
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(3) Investments (continued)
The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1998, 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>
Available-for-Sale Held-to-Maturity
--------------------- ---------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Due in one year or less $ 38,375 $ 35,299 $ 11,109 $ 11,346
Due after one year through five
years 529,019 616,064 128,658 133,657
Due after five years through ten
years 1,251,763 1,316,512 373,294 403,159
Due after ten years 923,586 986,712 381,003 413,163
---------- ---------- ---------- ----------
2,742,743 2,954,587 894,064 961,325
Mortgage-backed securities 1,924,945 1,959,425 192,484 200,459
---------- ---------- ---------- ----------
Total $4,667,688 $4,914,012 $1,086,548 $1,161,784
========== ========== ========== ==========
</TABLE>
At December 31, 1998 and 1997, fixed maturity securities and short-term
investments with a carrying value of $6,361,000 and $8,000,000, respectively,
were on deposit with various regulatory authorities as required by law.
Allowances for credit losses on investments are reflected on the consolidated
balance sheets as a reduction of the related assets and were as follows:
<TABLE>
<CAPTION>
1998 1997
------- -------
(In thousands)
<S> <C> <C>
Mortgage loans $ 1,500 $ 1,500
Investment real estate 841 2,248
------- -------
Total $ 2,341 $ 3,748
======= =======
</TABLE>
At December 31, 1998, the recorded investment in mortgage loans that were
considered to be impaired was $8,798 before allowance for credit losses. These
impaired loans, due to adequate fair market value of underlying collateral, do
not have an allowance for credit losses.
At December 31, 1997, the recorded investment in mortgage loans that were
considered to be impaired was $18,400 before allowance for credit losses. These
impaired loans, due to adequate fair market value of underlying collateral, do
not have an allowance for credit losses.
A general allowance for credit losses was established for potential
impairments in the remainder of the mortgage loan portfolio. The general
allowance was $1,500,000 at December 31, 1998 and 1997.
Changes in the allowance for credit losses on mortgage loans were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Balance at beginning of year $1,500 $1,895 $1,711
Provision for credit losses -- -- 381
Charge-offs -- (395) (197)
------ ------ ------
Balance at end of year $1,500 $1,500 $1,895
====== ====== ======
</TABLE>
78
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(3) Investments (continued)
Below is a summary of interest income on impaired mortgage loans.
<TABLE>
<CAPTION>
1998 1997 1996
---- ------ ------
(In thousands)
<S> <C> <C> <C>
Average impaired mortgage loans $14 $3,268 $9,375
Interest income on impaired mortgage loans--contractual 18 556 1,796
Interest income on impaired mortgage loans--collected 17 554 1,742
</TABLE>
(4) Notes Receivable
In connection with the Company's planned construction of an additional home
office facility in St. Paul, Minnesota, the Company entered into a loan
contingency agreement with the Housing and Redevelopment Authority of the City
of St. Paul, Minnesota (HRA) in November 1997. A maximum of $15 million in
funds is available under this loan for condemnation and demolition of the
Company's proposed building site. The note bears interest at a rate of 8.625%,
with principal payments commencing February 2004 and a maturity date of August
2025. Interest payments are accrued and are payable February and August of each
year commencing February 2001. All principal and interest payments are due only
to the extent of available tax increments. As of December 31, 1998, HRA has
drawn $9,669,128 on this loan contingency agreement and accrued interest of
$673,435.
(5) Net Finance Receivables
Finance receivables as of December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(In thousands)
<S> <C> <C>
Direct installment loans $147,425 $183,424
Retail installment notes 12,209 20,373
Retail revolving credit 17,170 25,426
Accrued interest 2,683 3,116
-------- --------
Gross receivables 179,487 232,339
Allowance for uncollectible amounts (16,076) (20,545)
-------- --------
Finance receivables, net $163,411 $211,794
======== ========
</TABLE>
Direct installment loans at December 31, 1998, consisted of $81,066,000 of
discount basis loans (net of unearned finance charges) and $66,359,000 of
interest-bearing loans. Direct installment loans at December 31, 1997,
consisted of $83,836,000 of discount basis loans (net of unearned finance
charges) and $99,588,000 of interest-bearing loans. Direct installment loans
generally have a maximum term of 84 months. Retail installment notes are
principally discount basis, arise from the sale of household appliances,
furniture, and sundry services, and generally have a maximum term of 48 months.
Direct installment loans included approximately $44,000,000 and $65,000,000 of
real estate secured loans at December 31, 1998 and 1997, respectively.
Revolving credit loans included approximately $16,000,000 and $24,000,000 of
real estate secured loans at December 31, 1998 and 1997, respectively.
Experience has shown that a substantial portion of finance receivables will be
renewed, converted or paid in full prior to maturity.
Principal cash collections of direct installment loans amounted to
$75,011,000, $90,940,000 and $92,438,000 and the percentage of these cash
collections to the average net balances were 47%, 47% and 48% for the years
ended December 31, 1998, 1997 and 1996, respectively.
79
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(5) Net Finance Receivables (continued)
Changes in the allowance for uncollectible amounts for the years ended
December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Balance at beginning of year $20,545 $ 7,497 $ 6,377
Provision for credit losses 10,712 28,206 10,086
Charge-offs (18,440) (17,869) (11,036)
Recoveries 3,259 2,711 2,070
------- ------- -------
Balance at end of year $16,076 $20,545 $ 7,497
======= ======= =======
</TABLE>
At December 31, 1998, the recorded investment in certain direct installment
loans and direct revolving credit loans were considered to be impaired. The
balances of such loans at December 31, 1998 and the related allowance for
credit losses were as follows:
<TABLE>
<CAPTION>
Installment Revolving
Loans Credit Total
----------- --------- -------
(In thousands)
<S> <C> <C> <C>
Balances at December 31, 1998 $7,546 11,190 $18,736
Related allowance for credit losses $3,033 5,486 $ 8,519
</TABLE>
All loans deemed to be impaired are placed on a non-accrual status. No
accrued or unpaid interest was recognized on impaired loans during 1998. The
average quarterly balances of impaired loans during the year ended December 31,
1998 and 1997, was $6,354,000 and $7,397,000, respectively, for installment
basis loans and $12,471,000 and $12,793,000, respectively for revolving credit
direct loans.
There were no material commitments to lend additional funds to customers
whose loans were classified as non-accrual at December 31, 1998.
(6) Income Taxes
Income tax expense varies from the amount computed by applying the federal
income tax rate of 35% to income from operations before taxes. The significant
components of this difference were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Computed tax expense $84,553 $93,337 $69,753
Difference between computed and actual tax ex-
pense:
Dividends received deduction (1,730) (5,573) (2,534)
Special tax on mutual life insurance companies (3,455) 3,341 2,760
Sale of subsidiary -- (4,408) --
Foundation gain -- (4,042) (1,260)
Tax credits (4,416) (3,600) (3,475)
Expense adjustments and other 3,281 (2,275) 3,533
------- ------- -------
Total tax expense $78,233 $76,780 $68,777
======= ======= =======
</TABLE>
80
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(6) Income Taxes (continued)
The tax effects of temporary differences that give rise to the Company's net
deferred federal tax liability were as follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Policyholders' liabilities $ 16,999 $ 14,374
Pension and post retirement benefits 27,003 23,434
Tax deferred policy acquisition costs 82,940 73,134
Net realized capital losses 8,221 9,609
Other 18,487 20,524
-------- --------
Gross deferred tax assets 153,650 141,075
-------- --------
Deferred tax liabilities:
Deferred policy acquisition costs 155,655 152,337
Real estate and property and equipment depreciation 10,275 11,165
Basis difference on investments 10,798 11,061
Net unrealized capital gains 143,354 122,876
Other 7,475 9,693
-------- --------
Gross deferred tax liabilities 327,557 307,132
-------- --------
Net deferred tax liability $173,907 $166,057
======== ========
</TABLE>
A valuation allowance for deferred tax assets was not considered necessary as
of December 31, 1998 and 1997, because the Company believes that it is more
likely than not that the deferred tax assets will be realized through future
reversals of existing taxable temporary differences and future taxable income.
Income taxes paid for the years ended December 31, 1998, 1997 and 1996, were
$91,259,000, $71,108,000 and $79,026,000, respectively.
The Company's tax returns for 1997, 1996 and 1995 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.
81
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(7) Liability for Unpaid Accident and Health Claims, Reserve for Losses, and
Claim and Loss Adjustment Expenses
Activity in the liability for unpaid accident and health claims, reserve for
losses and claim and loss adjustment expenses is summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Balance at January 1 $409,249 $416,910 $377,302
Less: reinsurance recoverable 104,741 102,161 80,333
-------- -------- --------
Net balance at January 1 304,508 314,749 296,969
-------- -------- --------
Incurred related to:
Current year 92,793 121,153 134,727
Prior years 14,644 7,809 4,821
-------- -------- --------
Total incurred 107,437 128,962 139,548
-------- -------- --------
Paid related to:
Current year 27,660 51,275 51,695
Prior years 58,124 57,475 70,073
-------- -------- --------
Total paid 85,784 108,750 121,768
-------- -------- --------
Decrease in liabilities due to sale of subsidiary -- 30,453 --
-------- -------- --------
Net balance at December 31 326,161 304,508 314,749
Plus: reinsurance recoverable 108,918 104,741 102,161
-------- -------- --------
Balance at December 31 $435,079 $409,249 $416,910
======== ======== ========
</TABLE>
The liability for unpaid accident and health claims, reserve for losses and
claim and loss adjustment expenses is included in future policy and contract
benefits and pending policy and contract claims on the consolidated balance
sheets.
As a result of changes in estimates of claims incurred in prior years, the
accident and health claims, reserve for losses and claim and loss adjustment
expenses incurred increased by $14,644,000, $7,809,000 and $4,821,000 in 1998,
1997 and 1996, respectively. These amounts are the result of normal reserve
development inherent in the uncertainty of establishing the liability for
unpaid accident and health claims, reserve for losses and claim and loss
adjustment expenses.
(8) Employee Benefit Plans
Pension Plans and Post Retirement Plans Other than Pensions
The Company has noncontributory defined benefit retirement plans covering
substantially all employees and certain agents. Benefits are based upon years
of participation and the employee's average monthly compensation or the agent's
adjusted annual compensation. Plan assets are comprised of mostly stocks and
bonds, which are held in the general and separate accounts of the Company and
administered under group annuity contracts issued by the Company. The Company's
funding policy is to contribute annually the minimum amount required by
applicable regulations. The Company also has an unfunded noncontributory
defined benefit retirement plan, which provides certain employees with benefits
in excess of limits for qualified retirement plans.
The Company also has unfunded post retirement plans that provide certain
health care and life insurance benefits to substantially all retired employees
and agents. Eligibility is determined by age at retirement and years of service
after age 30. Health care premiums are shared with retirees, and other cost-
sharing features include deductibles and co-payments.
82
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(8) Employee Benefit Plans (continued)
The change in the benefit obligation and plan assets for the Company's plans
as of December 31 was calculated as follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of
year $151,509 $134,959 $ 24,467 $ 24,836
Service cost 8,402 6,847 1,375 1,047
Interest cost 10,436 9,956 1,713 1,872
Amendments 6 -- -- (99)
Actuarial gain 16,298 3,816 4,542 (1,930)
Benefits paid (5,212) (4,069) (861) (1,259)
-------- -------- -------- --------
Benefit obligation at end of year $181,439 $151,509 $ 31,236 $ 24,467
======== ======== ======== ========
Change in plan assets:
Fair value of plan assets at the
beginning of the year $133,505 $118,963 $ -- $ --
Actual return on plan assets 13,068 13,670 -- --
Employer contribution 5,349 4,940 861 1,259
Benefits paid (5,212) (4,069) (861) (1,259)
-------- -------- -------- --------
Fair value of plan assets at the
end of year $146,710 $133,504 $ -- $ --
======== ======== ======== ========
Funded status $(34,729) $(18,005) $(31,236) $(24,467)
Unrecognized net actuarial loss
(gain) 12,283 (1,735) (6,251) (11,353)
Unrecognized prior service cost
(benefit) 5,293 5,865 (2,986) (3,499)
-------- -------- -------- --------
Net amount recognized $(17,153) $(13,875) $(40,473) $(39,319)
======== ======== ======== ========
Amounts recognized in the balance
sheet statement consist of:
Accrued benefit cost $(23,242) $(18,059) $(40,473) $(39,319)
Intangible asset 6,089 4,184 -- --
-------- -------- -------- --------
Net amount recognized $(17,153) $(13,875) $(40,473) $(39,319)
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Pension Other
Benefits Benefits
----------- -----------
1998 1997 1998 1997
----- ----- ----- -----
<S> <C> <C> <C> <C>
Weighted average assumptions as of December 31
Discount rate 7.00% 7.48% 7.00% 7.50%
Expected return on plan assets 8.27% 8.32% -- --
Rate of compensation increase 5.32% 5.29% -- --
</TABLE>
83
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(8) Employee Benefit Plans (continued)
For measurement purposes, an 8 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1999. The rate was
assumed to decrease gradually to 5.5 percent for 2003 and remain at that level
thereafter.
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
----------------------- ----------------------
1998 1997 1996 1998 1997 1996
------- ------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Components of net periodic
benefit cost
Service cost $ 8,402 $6,847 $6,315 $1,375 $1,047 $1,041
Interest cost 10,436 9,956 8,852 1,713 1,872 2,074
Expected return on plan as-
sets (10,978) (9,859) (8,751) -- -- --
Amortization of prior serv-
ice cost (benefits) 578 578 578 (513) (510) (501)
Recognized net actuarial
loss (gain) 190 77 10 (559) (480) (177)
------- ------ ------ ------ ------ ------
Net periodic benefit cost $ 8,628 $7,599 $7,004 $2,016 $1,929 $2,437
======= ====== ====== ====== ====== ======
</TABLE>
The projected benefit obligation, accumulated benefit obligation, and fair
vale of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $39,470,000, $31,546,000 and $17,334,000 as of
December 31, 1998, respectively, and $32,622,000, $24,894,000 and $16,703,000
respectively, as of December 31, 1997.
The assumptions presented herein are based on pertinent information available
to management as of December 31, 1998 and 1997. 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 post retirement benefit obligation as of December 31, 1998 by
$5,875,000 and the estimated eligibility cost and interest cost components of
net periodic benefit costs for 1998 by $788,000. Decreasing the assumed health
care cost trend rates by one percentage point in each year would decrease the
post retirement benefit obligation as of December 31, 1998 by $4,618,000 and
the estimated eligibility cost and interest cost components of net periodic
post retirement benefit costs for 1998 by $598,000.
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 directors 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
1998, 1997 and 1996 of $8,395,000, $7,173,000 and $6,092,000, respectively.
Participants may elect to receive a portion of their contributions in cash.
(9) Sale of Subsidiary
On October 1, 1997, the Company sold Minnesota Fire and Casualty Company (MFC),
a wholly owned subsidiary, to Harleysville Group, Inc. The Company received net
cash proceeds of approximately $33.5 million from the sale, and realized a gain
of approximately $14.5 million. HomePlus Insurance Company (HomePlus), a
previously wholly owned subsidiary of MFC, was excluded from the sale of
assets. In accordance with the agreement, prior to September 30, 1997, MFC made
a distribution of private placement bonds to the Company with an amortized cost
of approximately $4.3 million and transferred all issued and outstanding shares
of HomePlus to the Company. The carrying value of the transferred shares was
approximately $5.8 million. Under an administrative services agreement with
MFC, the Company has retained MFC to provide financial and other services for
HomePlus.
84
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(10) Reinsurance
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance companies. To the extent that a reinsurer is
unable to meet its obligation under the reinsurance agreement, the Company
remains liable. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk to minimize its exposure to
significant losses from reinsurer insolvencies. Allowances are established for
amounts deemed to be uncollectible.
Reinsurance is accounted for over the life of the underlying reinsured
policies using assumptions consistent with those used to account for the
underlying policies.
The effect of reinsurance on premiums for the years ended December 31 was as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Direct premiums $553,408 $595,686 $615,098
Reinsurance assumed 91,548 78,097 64,489
Reinsurance ceded (67,263) (58,530) (67,228)
-------- -------- --------
Net premiums $577,693 $615,253 $612,359
======== ======== ========
</TABLE>
Reinsurance recoveries on ceded reinsurance contracts were $54,174,000,
$58,072,000 and $72,330,000 during 1998, 1997 and 1996, respectively.
(11) Fair Value of Financial Instruments
The estimated fair value of the Company's financial instruments has been
determined using available market information as of December 31, 1998 and 1997.
Although management is not aware of any factors that would significantly affect
the estimated fair value, such amounts have not been comprehensively revalued
since those dates. Therefore, estimates of fair value subsequent to the
valuation dates may differ significantly from the amounts presented herein.
Considerable judgement is required to interpret market data to develop the
estimates of fair value. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.
Please refer to Note 2 for additional fair value disclosures concerning fixed
maturity securities, equity securities, mortgages and derivatives. The carrying
amounts for policy loans, cash, short-term investments and finance receivables
approximate the assets' fair values.
The interest rates on the finance receivables outstanding as of December 31,
1998 and 1997, are consistent with the rates at which loans would currently be
made to borrowers of similar credit quality and for the same maturity; as such,
the carrying value of the finance receivables outstanding as of December 31,
1998 and 1997, approximate the fair value for those respective dates.
The fair values of deferred annuities, annuity certain contracts and other
fund deposits, which have guaranteed interest rates and surrender charges are
estimated to be the amount payable on demand as of December 31, 1998 and 1997
as those investment contracts have no defined maturity and are similar to a
deposit liability. The amount payable on demand equates to the account balance
less applicable surrender charges. Contracts without guaranteed interest rates
and surrender charges have fair values equal to their accumulation values plus
applicable market value adjustments. The fair values of guaranteed investment
contracts and supplementary contracts without life contingencies are 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.
Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate the fair value of notes payable.
85
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(11) Fair Value of Financial Instruments (continued)
The carrying amounts and fair values of the Company's financial instruments,
which were classified as assets as of December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities:
Available-for-sale $4,914,012 $4,914,012 $4,719,801 $4,719,801
Held-to-maturity 1,086,548 1,161,784 1,088,312 1,158,227
Equity securities 749,800 749,800 686,638 686,638
Mortgage loans:
Commercial 579,890 603,173 506,860 527,994
Residential 101,329 104,315 154,477 158,334
Policy loans 226,409 226,409 213,488 213,488
Short-term investments 136,435 136,435 112,352 112,352
Cash 175,660 175,660 96,179 96,179
Finance receivables, net 163,411 163,411 211,794 211,794
Venture capital 160,958 164,332 115,856 122,742
Foreign currency exchange con-
tract 1,594 1,594 1,457 1,457
---------- ---------- ---------- ----------
Total financial assets $8,296,046 $8,400,925 $7,907,214 $8,009,006
========== ========== ========== ==========
</TABLE>
The carrying amounts and fair values of the Company's financial instruments,
which were classified as liabilities as of December 31, were as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Deferred annuities $2,085,408 $2,075,738 $2,131,806 $2,112,301
Annuity certain contracts 57,528 60,766 55,431 57,017
Other fund deposits 722,321 731,122 754,960 753,905
Guaranteed investment contracts 862 862 8,188 8,187
Supplementary contracts without
life contingencies 44,696 44,251 46,700 45,223
Notes payable 267,000 272,834 298,000 302,000
---------- ---------- ---------- ----------
Total financial liabilities $3,177,815 $3,185,573 $3,295,085 $3,278,633
========== ========== ========== ==========
</TABLE>
(12) Notes Payable
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 subordinate to all
current and future policyholders' 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 approved accrued interest
was $3,008,000 as of December 31, 1998 and 1997. The issuance costs of
$1,421,000 are deferred and amortized over 30 years on straight-line basis.
86
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(12) Notes Payable (continued)
Notes payable as of December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(In thousands)
<S> <C> <C>
Corporate-surplus notes, 8.25%, 2025 $125,000 $125,000
Consumer finance subsidiary-senior, 6.53%-8.77%, through
2003 142,000 173,000
-------- --------
Total notes payable $267,000 $298,000
======== ========
</TABLE>
At December 31, 1998, the aggregate minimum annual notes payable maturities
for the next five years were as follows: 1999, $49,000,000; 2000, $33,000,000;
2001, $26,000,000; 2002, $22,000,000; 2003, $12,000,000; thereafter
$125,000,000.
Long-term borrowing agreements involving the consumer finance subsidiary
include provisions with respect to borrowing limitations, payment of cash
dividends on or purchases of common stock, and maintenance of liquid net worth
of $44,070,000. The consumer finance subsidiary was in compliance with all such
provisions at December 31, 1998.
Interest paid on debt for the years ended December 31, 1998, 1997 and 1996,
was $25,008,000, $18,197,000 and $21,849,000, respectively.
(13) Other Comprehensive Income
Effective December 31, 1998, the Company adopted the provisions of SFAS No.
130, "Reporting Comprehensive Income." Comprehensive income is defined as any
change in stockholder's equity originating from non-owner transactions. The
Company had identified those changes as being comprised of net income,
unrealized appreciation (depreciation) on securities, and unrealized foreign
currency translation adjustments. The components of comprehensive income, other
than net income are illustrated below:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- --------
(In thousands)
<S> <C> <C> <C>
Other comprehensive income, before tax:
Foreign currency translation adjustment $ -- $ 1,457 $ --
Less: reclassification adjustment for gains in-
cluded in net income (1,457) -- --
------- ------- --------
(1,457) 1,457 --
Unrealized gains (loss) on securities 162,214 171,654 (18,746)
Less: reclassification adjustment for gains in-
cluded in net income (90,770) (96,476) (51,234)
------- ------- --------
71,444 75,178 (69,980)
Income tax expense related to items of other com-
prehensive income (23,045) (28,274) 25,040
------- ------- --------
Other comprehensive income, net of tax $46,942 $48,361 $(44,940)
======= ======= ========
</TABLE>
(14) Stock Dividends
On December 14, 1998, the Company declared and accrued a dividend to Securian
Financial Group, Inc. in the amount of $24,700,000 to be paid in 1999.
Dividend payments by Minnesota Life Insurance Company to its parent cannot
exceed the greater of 10% of statutory capital and surplus as of the preceding
year end or the statutory net gain from operations for the current calendar
year, without prior approval from the Department of Commerce. Based on this
limitation and 1997 statutory results, Minnesota Life Insurance Company could
have paid $87,069,000 in dividends in 1998 without prior approval.
87
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(15) Year 2000 (Unaudited)
The Company's business units utilize products and systems in the normal course
of business. Some of the Company's products and systems will have been replaced
or modified in order to process dates including the year 2000 and beyond.
The Company began preparing for the new millennium in the early 1980s by
designing systems with the year 2000 in mind. The Company began a comprehensive
Year 2000 project in 1995 to prepare all components of its business to function
properly before, during and after the year 2000.
The Company's goal is to have all computer systems and data prepared for the
year 2000. While the Company has taken extensive steps to renovate, upgrade and
replace applications, it is impossible to guarantee there will be no problems
associated with the year 2000 date change. The Company is currently developing
contingency and continuity plans to help minimize any impact of problems that
do arise.
(16) Commitments and Contingencies
The Company is involved in various pending or threatened legal proceedings
arising out of the normal course of business. In the opinion of management, the
ultimate resolution of such litigation will not have a material adverse effect
on operations or the financial position of the Company.
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance companies. To the extent that a reinsurer is
unable to meet its obligations under the reinsurance agreement, the Company
remains liable. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk to minimize its exposure to
significant losses from reinsurer insolvencies. Allowances are established for
amounts deemed uncollectible.
The Company has issued certain participating group annuity and group life
insurance contracts jointly with another life insurance company. The joint
contract issuer has liabilities related to these contracts of $41,010,000 as of
December 31, 1998. 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 totaling $165,191,000 as of December 31, 1998. The Company
estimates that $60,000,000 of these commitments will be invested in 1999, with
the remaining $105,191,000 invested over the next four years.
As of December 31, 1998, the Company had committed to purchase bonds and
mortgage loans totaling $198,907,000 but had not completed the purchase
transactions.
At December 31, 1998, the Company had guaranteed the payment of $75,100,000
in policyholders' dividends and discretionary amounts payable in 1999. The
Company has pledged bonds, valued at $76,596,000 to secure this guarantee.
The Company is contingently liable under state regulatory requirements for
possible assessments pertaining to future insolvencies and impairments of
unaffiliated insurance companies. The Company records a liability for future
guaranty fund assessments based upon known insolvencies, according to data
received from the National Organization of Life and Health Insurance Guaranty
Association. An asset is recorded for the amount of guaranty fund assessments
paid, which can be recovered through future premium tax credits.
88
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(17) Statutory Financial Data
The Company also prepares financial statements according to statutory
accounting practices prescribed or permitted by the Department of Commerce for
purposes of filing with the Department of Commerce, the National Association of
Insurance Commissioners and states in which the Company is licensed to do
business. Statutory accounting practices focus primarily on solvency and
surplus adequacy. The significant differences that exist between statutory and
GAAP accounting, and their effects are illustrated below:
<TABLE>
<CAPTION>
Year ended December
----------------------
1998 1997
---------- ----------
(In thousands)
<S> <C> <C>
Statutory capital and surplus $ 947,885 $ 870,688
Adjustments:
Deferred policy acquisition costs 564,382 576,030
Net unrealized investment gains 281,226 213,026
Statutory asset valuation reserve 239,455 242,100
Statutory interest maintenance reserve 49,915 24,169
Premiums and fees deferred or receivable (73,312) (74,025)
Change in reserve basis 117,806 101,415
Separate accounts (56,816) (51,172)
Unearned policy and contract fees (134,373) (126,477)
Surplus notes (125,000) (125,000)
Net deferred income taxes (173,907) (166,057)
Non-admitted assets 36,764 32,611
Policyholders' dividends 60,648 60,036
Other (12,397) (40,659)
---------- ----------
Stockholder's equity as reported in the accompanying
consolidated financial statements $1,722,276 $1,536,685
========== ==========
</TABLE>
<TABLE>
<CAPTION>
As of December 31
----------------------------
1998 1997 1996
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Statutory net income $104,609 $167,078 $115,797
Adjustments:
Deferred policy acquisition costs 18,042 26,878 19,284
Statutory interest maintenance reserve 25,746 (538) (8,192)
Premiums and fees deferred or receivable 708 2,175 1,587
Change in reserve basis 3,011 9,699 20,114
Separate accounts (5,644) (6,272) (6,304)
Unearned policy and contract fees (7,896) (12,825) (2,530)
Net deferred income taxes 15,351 7,832 (744)
Policyholders' dividends 1,194 2,708 502
Other 8,228 (6,839) (8,996)
-------- -------- --------
Net income as reported in the accompanying
consolidated financial statements $163,349 $189,896 $130,518
======== ======== ========
</TABLE>
89
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Schedule I
Summary of Investments--Other than Investments in Related Parties
December 31, 1998
<TABLE>
<CAPTION>
As Shown
Market on the balance
Type of investment Cost(3) Value sheet(1)
- ------------------ ---------- ---------- --------------
(In thousands)
<S> <C> <C> <C>
Bonds:
United States government and government
agencies and authorities $ 195,650 $ 212,838 $ 212,838
Foreign governments 784 473 473
Public utilities 343,230 368,246 357,795
Mortgage-backed securities 2,117,429 2,159,884 2,151,909
All other corporate bonds 3,097,143 3,334,355 3,277,545
---------- ---------- ----------
Total bonds 5,754,236 6,075,796 6,000,560
---------- ---------- ----------
Equity securities:
Common stocks:
Public utilities 14,403 18,472 18,472
Banks, trusts and insurance companies 42,538 43,615 43,615
Industrial, miscellaneous and all
other 495,635 659,177 659,177
Nonredeemable preferred stocks 26,970 28,536 28,536
---------- ---------- ----------
Total equity securities 579,546 749,800 749,800
---------- ---------- ----------
Mortgage loans on real estate 681,219 XXXXXX 681,219
Real estate (2) 38,530 XXXXXX 38,530
Policy loans 226,409 XXXXXX 226,409
Other long-term investments 261,625 XXXXXX 261,625
Short-term investments 136,435 XXXXXX 136,435
---------- ---------- ----------
Total 1,344,218 -- 1,344,218
---------- ---------- ----------
Total investments $7,678,000 $6,825,596 $8,094,578
========== ========== ==========
</TABLE>
- -------
(1) Amortized cost for bonds classified as held-to-maturity and fair value for
common stocks and bonds classified as available-for-sale.
(2) The carrying value of real estate acquired in satisfaction of indebtedness
is $-0-.
(3) 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
See independent auditors' report.
90
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Schedule III
Supplementary Insurance Information
(In thousands)
<TABLE>
<CAPTION>
As of December 31 For the years ended December 31
--------------------------------------------------- -----------------------------------------------------------
Future policy Amortization
Deferred benefits Other policy Benefits, of deferred
policy losses, claims claims and Net claims, losses policy Other
acquisition and settlement Unearned benefits Premium investment and settlement acquisition operating
Segment costs expenses(1) premiums(2) payable revenue(3) income expenses costs expenses
- ------- ----------- -------------- ----------- ------------ ---------- ---------- -------------- ------------ ---------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1998:
Life insurance $421,057 $2,303,580 $146,042 $51,798 $615,856 $246,303 $502,767 $114,589 $342,080
Accident and
health insurance 74,606 496,839 33,568 18,342 167,544 35,822 105,336 12,261 93,876
Annuity 68,719 3,186,148 25 424 93,992 247,970 225,004 21,248 136,527
Property and li-
ability insur-
ance -- 480 556 -- 662 986 2,848 -- 1,187
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$564,382 $5,987,047 $180,191 $70,564 $878,054 $531,081 $835,955 $148,098 $573,670
======== ========== ======== ======= ======== ======== ======== ======== ========
1997:
Life insurance $434,012 $2,229,396 $166,704 $42,627 $576,468 $247,267 $476,747 $102,473 $345,938
Accident and
health insurance 70,593 466,109 34,250 17,153 205,869 40,343 87,424 9,451 101,960
Annuity 71,425 3,266,965 -- 4,576 64,637 261,768 242,738 16,252 129,263
Property and li-
ability insur-
ance -- 280 1,116 -- 40,316 4,395 33,773 -- 13,146
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$576,030 $5,962,750 $202,070 $64,356 $887,290 $553,773 $840,682 $128,176 $590,307
======== ========== ======== ======= ======== ======== ======== ======== ========
1996:
Life insurance $456,461 $2,123,148 $149,152 $51,772 $568,874 $223,762 $478,228 $ 97,386 $290,525
Accident and
health insurance 62,407 437,118 33,770 18,774 160,097 34,202 96,743 14,017 87,222
Annuity 70,649 3,360,614 -- 31 79,245 267,473 243,387 14,575 111,366
Property and li-
ability insur-
ance -- 27,855 24,189 -- 50,109 5,550 36,933 -- 19,033
-------- ---------- -------- ------- -------- -------- -------- -------- --------
$589,517 $5,948,735 $207,111 $70,577 $858,325 $530,987 $855,291 $125,978 $508,146
======== ========== ======== ======= ======== ======== ======== ======== ========
<CAPTION>
Premiums
Segment written(4)
- ------- ----------
<S> <C>
1998:
Life insurance
Accident and
health insurance
Annuity
Property and li-
ability insur-
ance 103
----------
$ 103
==========
1997:
Life insurance
Accident and
health insurance
Annuity
Property and li-
ability insur-
ance 43,376
----------
$43,376
==========
1996:
Life insurance
Accident and
health insurance
Annuity
Property and li-
ability insur-
ance 50,515
----------
$50,515
==========
</TABLE>
- -----
(1) Includes policy and contract account balances
(2) Includes unearned policy and contract fees
(3) Includes policy and contract fees
(4) Applies only to property and liability insurance
See independent auditors' report.
91
<PAGE>
Minnesota Life Insurance Company and Subsidiaries
Schedule IV
Reinsurance
For the years ended December 31, 1998, 1997 and 1996
<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>
1998:
Life insurance in
force $158,229,143 $18,656,917 $28,559,482 $168,131,708 17.0%
============ =========== =========== ============
Premiums:
Life insurance $ 338,909 $ 30,532 $ 71,198 $ 379,575 18.8%
Accident and health
insurance 180,081 17,894 1,432 163,619 0.9%
Annuity 33,837 -- -- 33,837 --
Property and liabil-
ity insurance 581 18,837 18,918 662 2857.7%
------------ ----------- ----------- ------------
Total premiums $ 553,408 $ 67,263 $ 91,548 $ 577,693 15.8%
============ =========== =========== ============
1997:
Life insurance in
force $122,120,394 $14,813,351 $25,566,734 $132,873,777 19.2%
============ =========== =========== ============
Premiums:
Life insurance $ 340,984 $ 30,547 $ 63,815 $ 374,252 17.1%
Accident and health
insurance 175,647 16,332 1,310 160,625 0.8%
Annuity 40,060 -- -- 40,060 --
Property and liabil-
ity insurance 38,995 11,651 12,972 40,316 32.2%
------------ ----------- ----------- ------------
Total premiums $ 595,686 $ 58,530 $ 78,097 $ 615,253 12.7%
============ =========== =========== ============
1996:
Life insurance in
force $116,445,975 $15,164,764 $22,957,287 $124,238,498 18.5%
============ =========== =========== ============
Premiums:
Life insurance $ 347,056 $ 45,988 $ 63,044 $ 364,112 17.3%
Accident and health
insurance 174,219 15,511 1,389 160,097 0.9%
Annuity 38,041 -- -- 38,041 --
Property and liabil-
ity insurance 55,782 5,729 56 50,109 0.1%
------------ ----------- ----------- ------------
Total premiums $ 615,098 $ 67,228 $ 64,489 $ 612,359 10.5%
============ =========== =========== ============
</TABLE>
See independent auditors' report.
92
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
Variable Annuity Account
Cross Reference Sheet to Other Information
Form N-4
Item Number Caption in Other Information
24. Financial Statements and Exhibits
25. Directors and Officers of the Depositor
26. Persons Controlled by or Under Common Control with the
Depositor or Registrant
27. Number of Contract Owners
28. Indemnification
29. Principal Underwriters
30. Location of Accounts and Records
31. Management Services
32. Undertakings
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited Financial Statements of Variable Annuity Account for the
fiscal year ended December 31, 1998, are included in Part B of
this filing and consist of the following:
1. Independent Auditors' Report.
2. Statements of Assets and Liabilities, December 31, 1998.
3. Statements of Operations, year ended December 31, 1998.
4. Statements of Changes in Net Assets, year ended
December 31, 1998.
5. Notes to Financial Statements.
(b) Audited Consolidated Financial Statements and Supplementary
Schedules of the Depositor, Minnesota Life Insurance Company and
subsidiaries, are included in Part B of this filing and consist
of the following:
1. Independent Auditors' Report - Minnesota Life Insurance
Company and subsidiaries, for the fiscal year ended
December 31, 1998 and 1997.
2. Consolidated Balance Sheets - Minnesota Life Insurance
Company and subsidiaries, for the fiscal year ended
December 31, 1998 and 1997.
3. Consolidated Statements of Operations and Comprehensive
Income - Minnesota Life Insurance Company and
subsidiaries, for the fiscal years ended December 31,
1998, 1997 and 1996.
4. Consolidated Statements of Changes in Stockholder's Equity
- Minnesota Life Insurance Company and subsidiaries, for
the fiscal years ended December 31, 1998, 1997 and 1996.
5. Consolidated Statements of Cash Flows - Minnesota Life
Insurance Company and subsidiaries, for the fiscal years
ended December 31, 1998, 1997 and 1996.
6. Notes to Consolidated Financial Statements - Minnesota
Life Insurance Company and subsidiaries, for the fiscal
years ended December 31, 1998 and 1997.
7. Schedule I - Summary of Investments-Other than Investments
in Related Parties Minnesota Life Insurance Company and
subsidiaries, for the fiscal year ended December 31, 1998.
8. Schedule III - Supplementary Insurance Information -
Minnesota Life Insurance Company and subsidiaries, for the
fiscal years ended December 31, 1998 and 1997.
9. Schedule IV - Reinsurance - Minnesota Life Insurance
Company and subsidiaries, for the fiscal years ended
December 31, 1998, 1997 and 1996.
(c) Exhibits
1. The Resolution of The Minnesota Mutual Life Insurance Company's
Executive Committee of its Board of Trustees establishing the
Variable Annuity Account previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788, Post-Effective
Amendment Number 4, is hereby incorporated by reference.
2. Not applicable.
3. (a) The Distribution Agreement between The Minnesota Mutual Life
Insurance Company and Ascend Financial Services, Inc.
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 4, is
hereby incorporated by reference.
<PAGE>
(b) Agent's Agreement previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
4. (a) The Flexible Payment Deferred Variable Annuity, form
MHC-94-9307 previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788, Post-Effective
Amendment Number 6, is hereby incorporated by reference.
(b) The Qualified Plan Agreement, form 84-9094 previously
filed as this exhibit to Registrant's Form N-4, File
Number 33-80788, Post-Effective Amendment Number 4, is
hereby incorporated by reference.
(c) The Individual Retirement Annuity Agreement, form 83-9058
Rev. 3-1997 previously filed as this exhibit to Registrant's
Form N-4, File Number 33-80788, Post-Effective Amendment
Number 4, is hereby incorporated by reference.
(d) The Retirement Certificate, form MHC-83-9060 previously
filed as this exhibit to Registrant's Form N-4, File Number
33-80788, Post-Effective Amendment Number 6, is hereby
incorporated by reference.
(e) Tax Sheltered Annuity Loan Agreement, form MHC-94-9309
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 6,
is hereby incorporated by reference.
(f) Individual Retirement Annuity (IRA) Agreement, SEP,
Traditional IRA and Roth-IRA, form number MHC-97-9418
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 6,
is hereby incorporated by reference.
(g) Individual Retirement Annuity, SIMPLE - (IRA) Agreement,
form number MHC-98-9431 previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788, Post-Effective
Amendment Number 6, is hereby incorporated by reference.
5. (a) Application, form MHC-84-9093 Rev. 7-1998 previously filed
as this exhibit to Registrant's Form N-4, File Number
33-80788, Post-Effective Amendment Number 6, is hereby
incorporated by reference.
(b) Application, form 92-9286 Rev. 9-1997 previously filed as
this exhibit to Registrant's Form N-4, File Number
33-80788, Post-Effective Amendment Number 5, is hereby
incorporated by reference.
6. Certificate of Incorporation and Bylaws.
(a) The Restated Certificate of Incorporation previously filed
as this exhibit to Registrant's Form N-4, File Number
33-80788, Post-Effective Amendment Number 6, is hereby
incorporated by reference.
(b) The Bylaws of the Depositor previously filed as this
exhibit to Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 6, is hereby incorporated
by reference.
7. Not applicable.
8. Not applicable.
9. Opinion and consent of Donald F. Gruber, Esq.
10. Consent of KPMG Peat Marwick LLP
11. Not applicable.
12. Not applicable.
<PAGE>
13. Schedule for Computation of Performance Quotation
(a) Stock Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 4,
is hereby incorporated by reference.
(b) Bond Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 4,
is hereby incorporated by reference.
(c) Money Market Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(d) Managed Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 4,
is hereby incorporated by reference.
(e) Mortgage Securities Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(f) Index Segregated Sub-Account Performance Calculations
previously filed as this exhibit to Registrant's Form N-4,
File Number 33-80788, Post-Effective Amendment Number 4,
is hereby incorporated by reference.
(g) Aggressive Growth Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(h) International Stock Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(i) Small Company Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(j) Value Stock Segregated Sub-Account Performance
Calculations previously filed as this exhibit to
Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(k) Maturing Government Bond - 1998 Segregated Sub-Account
Performance Calculations previously filed as this exhibit
to Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
<PAGE>
(l) Maturing Government Bond - 2002 Segregated Sub-Account
Performance Calculations previously filed as this exhibit
to Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(m) Maturing Government Bond - 2006 Segregated Sub-Account
Performance Calculations previously filed as this exhibit
to Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
(n) Maturing Government Bond - 2010 Segregated Sub-Account
Performance Calculations previously filed as this exhibit
to Registrant's Form N-4, File Number 33-80788,
Post-Effective Amendment Number 4, is hereby incorporated
by reference.
15. Minnesota Life Insurance Company Power of Attorney To Sign
Registration Statements.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ------------------ ---------------------- ---------------------
<S> <C> <C>
Guilio Agostini Director None
3M
3M Center -
Executive 220-14W-08
St. Paul, MN 55144-1000
Anthony L. Andersen Director None
H. B. Fuller Company
2424 Territorial Road
St. Paul, MN 55114
Leslie S. Biller Director None
Wells Fargo & Company
MAC 0101-121
420 Montgomery Street
San Francisco, CA 94104
John F. Bruder Senior Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
Keith M. Campbell Senior Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
John F. Grundhofer Director None
U.S. Bancorp
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402-4302
Robert E. Hunstad Executive Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
James E. Johnson Senior Vice President None
Minnesota Life Insurance and Actuary
Company
400 Robert Street North
St. Paul, MN 55101
David S. Kidwell, Ph.D. Director None
The Curtis L. Carlson
School of Management
University of Minnesota
321 19th Avenue South
Minneapolis, MN 55455
Reatha C. King, Ph.D. Director None
General Mills Foundation
P.O. Box 1113
Minneapolis, MN 55440
Dennis E. Prohofsky Senior Vice President None
Minnesota Life Insurance General Counsel and
Company Secretary
400 Robert Street North
St. Paul, MN 55101
<PAGE>
Thomas E. Rohricht Director None
Doherty, Rumble & Butler
Professional Association
2800 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999
Robert L. Senkler Chairman, President and None
Minnesota Life Insurance Chief Executive Officer
Company
400 Robert Street North
St. Paul, MN 55101
Michael E. Shannon Director None
Ecolab, Inc.
370 Wabasha Street
Ecolab Center
St. Paul, MN 55102
Gregory S. Strong Senior Vice President and None
Minnesota Life Insurance Chief Financial Officer
Company
400 Robert Street North
St. Paul, MN 55101
Terrence M. Sullivan Senior Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
Randy F. Wallake Senior Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
William N. Westhoff Senior Vice President None
Minnesota Life Insurance
Company
400 Robert Street North
St. Paul, MN 55101
Frederick T. Weyerhaeuser Director None
Clearwater Investment Trust
332 Minnesota Street
Suite W-2090
St. Paul, MN 55101-1308
</TABLE>
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Wholly-owned subsidiary of Minnesota Mutual Companies, Inc.:
Securian Holding Company (Delaware)
Wholly-owned subsidiary of Securian Holding Company:
Securian Financial Group, Inc. (Delaware)
Wholly-owned subsidiary of Securian Financial Group, Inc.:
Minnesota Life Insurance Company
Wholly-owned subsidiaries of Minnesota Life Insurance Company:
Advantus Capital Management, Inc.
HomePlus Insurance Company
Northstar Life Insurance Company (New York)
The Ministers Life Insurance Company
MIMLIC Life Insurance Company (Arizona)
Robert Street Energy, Inc.
Capitol City Property Management, Inc.
Personal Finance Company (Delaware)
Enterprise Holding Corporation
Wholly-owned subsidiary of Advantus Capital Management, Inc.:
Ascend Financial Services, Inc.
Wholly-owned subsidiaries of Ascend Financial Services, Inc.:
MIMLIC Insurance Agency of Massachusetts, Inc. (Massachusetts)
MIMLIC Insurance Agency of Texas, Inc. (Texas)
Ascend Insurance Agency of Nevada, Inc. (Nevada)
Ascend Insurance Agency of Oklahoma, Inc. (Oklahoma)
Wholly-owned subsidiaries of Enterprise Holding Corporation:
Financial Ink Corporation
Oakleaf Service Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation
Lafayette Litho, Inc.
DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MCM Funding 1997-1, Inc.
MCM Funding 1998-1, Inc.
MIMLIC Venture Corporation
HomePlus Insurance Agency, Inc.
Ministers Life Resources, Inc.
Wedgewood Valley Golf, Inc.
Wholly-owned subsidiary of HomePlus Insurance Agency, Inc.:
HomePlus Insurance Agency of Texas, Inc. (Texas)
Majority-owned subsidiary of Ascend Financial Services, Inc.:
MIMLIC Insurance Agency of Ohio, Inc. (Ohio)
Open-end registered investment company offering shares solely to separate
accounts of Minnesota Life Insurance Company:
Advantus Series Fund, Inc.
Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:
C.R.I. Securities, Inc.
Majority-owned subsidiaries of Minnesota Life Insurance Company:
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Advantus Real Estate Securities Fund, Inc.
Less than majority-owned, but greater than 25% owned, subsidiaries of
Minnesota Life Insurance Company:
Advantus Money Market Fund, Inc.
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Index 500 Fund, Inc.
Less than 25% owned subsidiaries of Minnesota Life Insurance Company:
Advantus Horizon Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Bond Fund, Inc.
Unless indicated otherwise parenthetically, each of the above corporations
is a Minnesota corporation.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 25, 1999, the number of holders of securities of this class were
as follows:
<TABLE>
<CAPTION>
Number of Record
Title of Class Holders
-------------- ----------------
<S> <C>
Variable Annuity Contracts 7,204
</TABLE>
ITEM 28. INDEMNIFICATION
The State of Minnesota has an indemnification statute (Minnesota Statutes
300.083), as amended, effective January 1, 1984, which requires
indemnification of individuals only under the circumstances described by the
statute. Expenses incurred in the defense of any action, including
attorneys' fees, may be advanced to the individual after written request by
the board of directors upon receiving an undertaking from the individual to
repay any amount advanced unless it is ultimately determined that he or she
is entitled to be indemnified by the corporation as authorized by the statute
and after a
<PAGE>
determination that the facts then known to those making the determination
would not preclude indemnification.
Indemnification is required for persons made a part to a proceeding by reason of
their official capacity so long as they acted in good faith, received no
improper personal benefit and have not been indemnified by another organization.
In the case of a criminal proceeding, they must also have had no reasonable
cause to believe the conduct was unlawful. In respect to other acts arising out
of official capacity: (1) where the person is acting directly for the
corporation there must be a reasonable belief by the person that his or her
conduct was in the best interests of the corporation or, (2) where the person is
serving another organization or plan at the request of the corporation, the
person must have reasonably believed that his or her conduct was not opposed to
the best interests of the corporation. In the case of persons not directors,
officers or policy-making employees, determination of eligibility for
indemnification may be made by a board-appointed committee of which a director
is a member. For other employees, directors and officers, the determination of
eligibility is made by the Board or a committee of the Board, special legal
counsel, the shareholder of the corporation or pursuant to a judicial
proceeding.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Minnesota Life Insurance Company and Variable Annuity Account pursuant to the
foregoing provisions, or otherwise, Minnesota Life Insurance Company and
Variable Annuity Account have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Minnesota Life Insurance Company and Variable Annuity Account of expenses
incurred or paid by a director, officer or controlling person of Minnesota
Life Insurance Company and Variable Annuity Account in the successful defense of
any action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being registered, Minnesota
Life Insurance Company and Variable Annuity Account will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) The principal underwriter is Ascend Financial Services, Inc.
Ascend Financial Services, Inc. is also the principal
underwriter for twelve mutual funds (Advantus Horizon Fund,
Inc.; Advantus Spectrum Fund, Inc.; Advantus Money Market Fund,
Inc.; Advantus Mortgage Securities Fund, Inc.; Advantus Bond
Fund, Inc.; Advantus Cornerstone Fund, Inc.; Advantus
Enterprise Fund, Inc.; Advantus International Balanced Fund,
Inc.; Advantus Venture Fund, Inc.; Advantus Index 500 Fund,
Inc.; Advantus Real Estate Securities Fund, Inc.; and the MIMLIC
Cash Fund, Inc.) and for four additional registered separate
accounts of Minnesota Life Insurance Company, all of which offer
annual contracts and life insurance policies on a variable basis.
(b) Directors and Officers of Underwriter.
DIRECTORS AND OFFICERS OF UNDERWRITER
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
<PAGE>
Robert E. Hunstad Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
George I. Connolly President, Chief None
Ascend Financial Services, Inc. Executive Officer, Chief
400 Robert Street North Compliance Officer, and
St. Paul, Minnesota 55101 Director
Margaret Milosevich Vice President, Chief Assistant Secretary
Ascend Financial Services, Inc. Operations Officer,
400 Robert Street North Treasurer and Secretary
St. Paul, Minnesota 55101
Dennis E. Prohofsky Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
Thomas L. Clark Assistant Treasurer Assistant Secretary
Ascend Financial Services, Inc. and Assistant Secretary
400 Robert Street North
St. Paul, Minnesota 55101
</TABLE>
(c) All commissions and other compensation received by each principal
underwriter, directly or indirectly, from the Registrant during
the Registrant's last fiscal year:
<TABLE>
<CAPTION>
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage Other
Underwriter Commissions Annuitization Commissions Compensation
- ------------ ---------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
Ascend
Financial
Services,
Inc. $15,989,724
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules promulgated thereunder are in the physical
possession of Minnesota Life Insurance Company, St. Paul, Minnesota 55101-2098.
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
(a) Previously Filed
(b) Previously Filed
(c) Previously Filed
(d) Minnesota Life Insurance Company hereby represents that, as to the
variable annuity contract which is the subject of this Registration
Statement, File No. 33-80788, the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by
the Minnesota Life Insurance Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Amendment to the Registration Statement and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Saint Paul and the State
of Minnesota on the 30th day of April, 1999.
VARIABLE ANNUITY ACCOUNT
(Registrant)
By: MINNESOTA LIFE INSURANCE COMPANY
(Depositor)
By
----------------------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Depositor,
Minnesota Life Insurance Company, has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Saint Paul, and State
of Minnesota, on the 30th day of April, 1999.
MINNESOTA LIFE INSURANCE COMPANY
By
----------------------------------------------
Robert L. Senkler
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their capacities
with the Depositor and on the date indicated.
Signature Title Date
--------- ----- ----
Chairman, President and April 30, 1999
- ---------------------------- Chief Executive Officer
Robert L. Senkler
* Director
- ----------------------------
Giulio Agostini
* Director
- ----------------------------
Anthony L. Andersen
* Director
- ----------------------------
Leslie S. Biller
* Director
- ----------------------------
John F. Grundhofer
* Director
- ----------------------------
David S. Kidwell, Ph.D.
* Director
- ----------------------------
Reatha C. King, Ph.D.
* Director
- ----------------------------
Thomas E. Rohricht
* Director
- ----------------------------
Michael E. Shannon
Director
- ----------------------------
Frederick T. Weyerhaeuser
Senior Vice President April 30, 1999
- ---------------------------- (chief financial officer)
Gregory S. Strong
Senior Vice President April 30, 1999
- ---------------------------- (chief accounting officer)
Gregory S. Strong
Attorney-in-Fact April 30, 1999
- ----------------------------
Dennis E. Prohofsky
* Pursuant to power of attorney dated April 12, 1999, a copy of which is
filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
9. Opinion and consent of Donald F. Gruber, Esq.
10. Consent of KPMG Peat Marwick LLP
15. Minnesota Life Insurance Company Power of Attorney
To Sign Registration Statements
<PAGE>
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098
651.665.3500 Tel
MINNESOTA LIFE
A MINNESOTA MUTUAL COMPANY
April 30, 1999
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098
Gentlepersons:
In my capacity as counsel for the Minnesota Life Insurance Company (the
"Company"), I have reviewed certain legal matters relating to the Company's
Separate Account entitled Variable Annuity Account (the "Account") in connection
with Post-Effective Amendment Number 7 to its Registration Statement on Form
N-4. This Post-Effective Amendment is to be filed by the Company and the
Account with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to certain variable annuity contracts (Securities
and Exchange Commission File Number 33-80788).
Based upon that review, I am of the following opinion:
1. The Account is a separate account of the Company duly created and
validly existing pursuant to the laws of the State of Minnesota; and
2. The issuance and sale of the variable annuity contracts funded by the
Account have been duly authorized by the Company and such contracts,
when issued in accordance with and as described in the current
Prospectus contained in the Registration Statement, and upon
compliance with applicable local and federal laws, will be legal and
binding obligations of the Company in accordance with their terms.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
Donald F. Gruber
Assistant General Counsel
<PAGE>
(KPMG Peat Marwick LLP Letterhead)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Minnesota Life Insurance Company and
Contract Owners of Variable Annuity Account:
We consent to the use of our report included herein and to the references to our
Firm under the headings "AUDITORS" for Part B of the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 30, 1999
<PAGE>
Minnesota Life Insurance Company
Power of Attorney
To Sign Registration Statements
WHEREAS, Minnesota Life Insurance Company ("Minnesota Life") has
established certain separate accounts to fund certain variable annuity and
variable life insurance contracts, and
WHEREAS, Variable Fund D ("Fund D") is a separate account of Minnesota Life
registered as a unit investment trust under the Investment Company Act of 1940
offering variable annuity contracts registered under the Securities Act of 1933,
and
WHEREAS, Variable Annuity Account ("Variable Annuity Account") is a
separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable annuity contracts
registered under the Securities Act of 1933, and
WHEREAS, Minnesota Life Variable Life Account ("Variable Life Account") is
a separate account of Minnesota Life registered as a unit investment trust under
the Investment Company Act of 1940 offering variable adjustable life insurance
policies registered under the Securities Act of 1933,
WHEREAS, Group Variable Annuity Account ("Group Variable Annuity Account")
is a separate account of Minnesota Life which has been established for the
purpose of issuing group annuity contracts on a variable basis and which is to
be registered as a unit investment trust under the Investment Company Act of
1940 offering group variable annuity contracts and certificates to be registered
under the Securities Act of 1933;
WHEREAS, Minnesota Life Variable Universal Life Account ("Variable
Universal Life Account") is a separate account of Minnesota Life which has been
established for the purpose of issuing group and individual variable universal
life insurance policies on a variable basis and which is to be registered as a
unit investment trust under the Investment Company Act of 1940 offering group
and individual variable universal life insurance policies to be registered under
the Securities Act of 1933;
NOW THEREFORE, We, the undersigned Directors and Officers of Minnesota
Life, do hereby appoint Dennis E. Prohofsky and Garold M. Felland, and each of
them individually, as attorney in fact for the purpose of signing in their names
and on their behalf as Directors of Minnesota Life and filing with the
Securities and Exchange Commission Registration Statements, or any amendment
thereto, for the purpose of: a) registering contracts and policies of Fund D,
the Variable Annuity Account, the Variable Life Account, the Group Variable
Annuity Account and the Variable Universal Life Account for sale by those
entities and Minnesota Life under the Securities Act of 1933; and b) registering
Fund D, the Variable Annuity Account, the Variable Life Account, the Group
Variable Annuity Account and the Variable Universal Life Account as unit
investment trusts under the Investment Company Act of 1940.
Signature Title Date
--------- ----- ----
/s/Robert L. Senkler Chairman of the Board, April 12, 1999
- ----------------------------- President and Chief
Robert L. Senkler Executive Officer
/s/Giulio Agostini Director April 12, 1999
- -----------------------------
Giulio Agostini
/s/Anthony L. Andersen Director April 12, 1999
- -----------------------------
Anthony L. Andersen
/s/Leslie S. Biller Director April 12, 1999
- -----------------------------
Leslie S. Biller
/s/John F. Grundhofer Director April 12, 1999
- -----------------------------
John F. Grundhofer
/s/David S. Kidwell, Ph.D. Director April 12, 1999
- -----------------------------
David S. Kidwell, Ph.D.
<PAGE>
/s/Reatha C. King, Ph.D. Director April 12, 1999
- -----------------------------
Reatha C. King, Ph.D.
/s/Thomas E. Rohricht Director April 12, 1999
- -----------------------------
Thomas E. Rohricht
/s/Michael E. Shannon Director April 12, 1999
- -----------------------------
Michael E. Shannon
- ----------------------------- Director
Frederick T. Weyerhaeuser
