FORTIS BENEFITS INSURANCE CO VARIABLE ACCOUNT C
485BPOS, 1996-04-29
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<PAGE>

   
  As filed with the Securities and Exchange Commission on April 29, 1996
                                                Registration No. 33-73138
    
- -------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington DC 20549

                      --------------------------------

                       POST-EFFECTIVE AMENDMENT NO. 4

                              to FORM S-6
                         Registration Statement
                                 Under
                        THE SECURITIES ACT OF 1933

                      --------------------------------

                            VARIABLE ACCOUNT C
                   OF FORTIS BENEFITS INSURANCE COMPANY
                            (Exact name of trust)

                      FORTIS BENEFITS INSURANCE COMPANY
                   (formerly Western Life Insurance Company)
                             (Name of Depositor)

                            500 Bielenberg Drive
                          Woodbury, Minnesota 55125
         (Complete address of depositor's principal executive offices)

                      --------------------------------

                         RHONDA J. SCHWARTZ, ESQ.
                             P. O. Box 64284
                        St. Paul, Minnesota 55164
              (Name and complete address of agent for service)

                      --------------------------------


Securities Registered:  Interests in Variable Account C pursuant to variable 
life insurance policies

It is proposed that this filing will become effective (check appropriate line):

_____ Immediately upon filing pursuant to paragraph (b) of Rule 485.
__X__ On May 1, 1996 pursuant to paragraph (b) of Rule 485.
_____ 60 days after filing pursuant to paragraph (a) of Rule 485.
_____ On ___________ pursuant to paragraph (a) of Rule 485.


                      --------------------------------

            This filing is made pursuant to Rules 6c-3 and 6e-3(T)
                   under the Investment Company Act of 1940


<PAGE>

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the 
Investment Company Act of 1940 with respect to the Policies described in the 
Prospectus.

                      --------------------------------

An indefinite amount of the securities being offered has been registered 
pursuant to a declaration under Rule 24f-2 under the Investment Company Act 
of 1940, set out in the Form S-6 Registration Statement contained in File No. 
33-03919.  The registrant filed its Rule 24f-2 notice for the year ended 
December 31, 1995 on February 23, 1996.

                      --------------------------------


<PAGE>
   
PROSPECTUS SUPPLEMENT DATED MAY 1, 1996
    
 
   
This   Supplement  updates  certain  information   contained  in  the  following
prospectuses for products issued by Fortis Benefits Insurance Company:
    
 
   
    -Harmony Investment Life dated May 1, 1995
    
 
   
    -Fortis VUL 100 dated May 31, 1995
    
 
   
Please read this Supplement carefully. You should attach this Supplement to  the
Prospectus and retain them for future reference.
    
 
   
ADDITIONAL INVESTMENT PORTFOLIOS OF THE FORTIS SERIES FUND, INC.
    
   
As  of May 1, 1996, the Policy owner may elect to receive a rate of return based
on one  or more  of the  following additional  investment portfolios  of  Fortis
Series  Fund, Inc.:  Blue Chip  Stock Series,  S&P 500  Index Series,  and Value
Series.  The  accompanying  supplemental  prospectus  for  Fortis  Series   Fund
describes  the  investment  objectives, policies,  and  risks of  each  of these
additional portfolios.
    
 
   
Each of these Portfolios has a different investment objective and is managed  by
Fortis  Advisers, Inc. Each Series pays  Advisers an advisory fee calculated and
paid monthly at a per annum rate  equal to a percentage of such Series'  average
daily  net assets as follows: for Blue Chip  Stock Series, .9% of the first $100
million of  average daily  net assets  and .85%  thereafter; for  S&P 500  Index
Series, .4% of average daily net assets; for Value Series, .7% of the first $100
million of average daily net assets and .65% thereafter.
    
 
   
Two  of these Series have retained a sub-adviser to provide investment research,
advice, and supervision subject to the general control of Fortis Advisers,  Inc.
T. Rowe Price Associates, Inc. is the sub-adviser of the Blue Chip Stock Series;
The Dreyfus Corporation is the sub-adviser of the S&P 500 Index Series.
    
 
   
From  its advisory fee, Fortis Advisers, Inc.  pays the sub-advisers a fee at an
annual rate  as follows:  for Blue  Chip Stock  Series, .5%  of the  first  $100
million  of average  daily net  assets and  .45% thereafter;  for S&P  500 Index
Series, .17% of average daily net assets.
    
 
   
POLICY LOANS
    
   
After the later of 12 years or the insured's Age 70, the Policy owner may borrow
up to 100%  of the difference  between the Policy  Value and the  amount of  any
Surrender Charge then in effect.
    
 
   
FINANCIAL STATEMENTS
    
   
The  financial statements of Fortis Benefits  included in this Supplement should
be considered only as bearing  upon the ability of  Fortis Benefits to meet  its
obligations  under the policies.  They should not be  considered as bearing upon
the investment experience of the Separate Accounts.
    
 
   
APPENDIX B -- Illustrations of Death Benefits, Policy Values, Surrender  Values,
and Accumulated Premiums.
    
 
   
As  a result of a slight increase  in other portfolio operating expenses from an
annual rate of .07% to .08%, Policy Values, Death Benefits, and Surrender Values
would be slightly lower than those shown in Appendix B of the Prospectus.
    
 
                                       1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
We have audited  the accompanying  balance sheets of  Fortis Benefits  Insurance
Company  as of December 31, 1995 and 1994, and the related statements of income,
shareholder's equity and cash flows  for each of the  three years in the  period
ended  December 31, 1995.  These financial statements  are the responsibility of
the Company's management. Our responsibility is  to express an opinion on  these
financial statements based on our audits.
 
We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In  our opinion, the  financial statements referred to  above present fairly, in
all material  respects,  the financial  position  of Fortis  Benefits  Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
 
In 1993, as discussed in Note 2 to the financial statements, the Company changed
its  method of accounting  for income taxes,  postretirement benefits other than
pensions and certain investments in debt and equity securities.
 
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 14, 1996
 
                                       2
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                  DECEMBER 31
                                                                                          ---------------------------
                                                                                              1995           1994
                                                                                          ------------   ------------
<S>                                                                                       <C>            <C>
ASSETS
Investments--Note 4
  Fixed maturities, at fair value (amortized cost 1995--$1,951,204; 1994--$1,749,347)...  $  2,075,624   $  1,674,782
  Equity securities, at fair value (cost 1995--$60,935; 1994--$59,010)..................        78,852         64,552
  Mortgage loans on real estate, less allowance for possible losses (1995--$8,353;
   1994--$7,429)........................................................................       562,697        452,547
  Policy loans..........................................................................        53,863         49,221
  Short-term investments................................................................       153,499        117,562
  Real estate and other investments.....................................................        11,918         13,441
                                                                                          ------------   ------------
                                                                                             2,936,453      2,372,105
 
Cash....................................................................................             1         10,888
 
Receivables:
  Uncollected premiums..................................................................        55,992         40,667
  Reinsurance recoverable on unpaid and paid losses.....................................        11,812         15,181
  Due from affiliates...................................................................           388          2,220
  Other.................................................................................        14,581         12,593
                                                                                          ------------   ------------
                                                                                                82,773         70,661
 
Accrued investment income...............................................................        41,209         38,584
Deferred policy acquisition costs--Note 5...............................................       237,509        232,198
Property and equipment at cost, less accumulated depreciation--Note 6...................        60,031         56,939
Deferred federal income taxes--Note 8...................................................            --         48,509
Other assets............................................................................         3,551          1,120
Assets held in separate accounts--Note 9................................................     1,781,485      1,212,910
                                                                                          ------------   ------------
TOTAL ASSETS............................................................................  $  5,143,012   $  4,043,914
                                                                                          ------------   ------------
                                                                                          ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       3
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                    DECEMBER 31
                                                                                            ---------------------------
                                                                                                1995           1994
                                                                                            ------------   ------------
<S>                                                                                         <C>            <C>
POLICY RESERVES, LIABILITIES, AND SHAREHOLDER'S EQUITY
 
POLICY RESERVES AND LIABILITIES
  Future policy benefit reserves:
    Traditional life insurance............................................................  $    407,706   $    375,257
    Interest sensitive and investment products............................................     1,101,931        912,653
    Accident and health...................................................................       832,925        798,293
                                                                                            ------------   ------------
                                                                                               2,342,562      2,086,203
 
  Unearned premiums.......................................................................        13,044         16,145
  Other policy claims and benefits payable................................................       196,403        169,864
  Policyholder dividends payable..........................................................         7,930          6,793
                                                                                            ------------   ------------
                                                                                               2,559,939      2,279,005
  Accrued expenses........................................................................        68,441         45,905
  Current income taxes payable............................................................         5,375          4,352
  Deferred federal income taxes--Note 8...................................................         9,538             --
  Other liabilities.......................................................................        31,145         32,416
  Liabilities related to separate accounts................................................     1,757,476      1,208,039
                                                                                            ------------   ------------
TOTAL POLICY RESERVES AND LIABILITIES.....................................................     4,431,914      3,569,717
 
SHAREHOLDER'S EQUITY--Notes 1, 10 and 12
  Common stock, $5 par value, 1,000,000 shares authorized, issued and outstanding.........         5,000          5,000
  Additional paid-in capital..............................................................       408,000        358,000
  Retained earnings.......................................................................       207,421        153,551
  Unrealized gains (losses) on investments, net--Note 4...................................        88,131        (42,908)
  Unrealized gains on assets held in separate accounts net of deferred taxes of $1,371 in
   1995
   and $298 in 1994.......................................................................         2,546            554
                                                                                            ------------   ------------
TOTAL SHAREHOLDER'S EQUITY................................................................       711,098        474,197
                                                                                            ------------   ------------
TOTAL RESERVES, LIABILITIES, AND SHAREHOLDER'S EQUITY.....................................  $  5,143,012   $  4,043,914
                                                                                            ------------   ------------
                                                                                            ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       4
<PAGE>
STATEMENTS OF INCOME
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                            YEAR ENDED DECEMBER 31
                                                                                  ------------------------------------------
                                                                                      1995           1994           1993
                                                                                  ------------   ------------   ------------
<S>                                                                               <C>            <C>            <C>
REVENUES
  Insurance operations
    Traditional life insurance premiums.........................................  $    251,353   $    207,824   $    187,863
    Interest sensitive and investment product policy charges....................        46,076         37,823         28,778
    Accident and health premiums................................................       934,900        776,799        738,412
                                                                                  ------------   ------------   ------------
                                                                                     1,232,329      1,022,446        955,053
  Net investment income--Note 4.................................................       203,537        162,514        153,657
  Realized gains (losses) on investments--Note 4................................        55,080        (28,815)        73,623
  Other income..................................................................        33,085         35,958         27,100
                                                                                  ------------   ------------   ------------
      TOTAL REVENUES............................................................     1,524,031      1,192,103      1,209,433
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance..................................................       202,911        162,168        145,958
    Interest sensitive and investment products..................................        73,676         55,026         50,935
    Accident and health.........................................................       769,588        620,367        598,146
                                                                                  ------------   ------------   ------------
                                                                                     1,046,175        837,561        795,039
  Policyholder dividends........................................................         4,305          1,986          5,855
  Amortization of deferred policy acquisition costs--Note 5.....................        41,291         34,566         36,503
  Insurance commissions.........................................................        95,559         86,111         76,816
  General and administrative expenses...........................................       254,940        197,427        185,986
                                                                                  ------------   ------------   ------------
      TOTAL BENEFITS AND EXPENSES...............................................     1,442,270      1,157,651      1,100,199
                                                                                  ------------   ------------   ------------
Income before federal income taxes and cumulative effect of accounting
 changes........................................................................        81,761         34,452        109,234
Federal income taxes--Note 8....................................................        27,891         11,595         31,090
                                                                                  ------------   ------------   ------------
Income before cumulative effect of accounting changes...........................        53,870         22,857         78,144
  Cumulative effect of change in accounting for income taxes--Note 2............            --             --          4,814
  Cumulative effect of change in accounting for postretirement benefits other
   than pensions,
   net of tax--Note 2...........................................................            --             --         (1,251)
                                                                                  ------------   ------------   ------------
      NET INCOME................................................................  $     53,870   $     22,857   $     81,707
                                                                                  ------------   ------------   ------------
                                                                                  ------------   ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       5
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                       UNREALIZED
                                                                                         UNREALIZED     GAINS ON
                                                               ADDITIONAL                   GAINS      ASSETS HELD
                                                    COMMON       PAID-IN     RETAINED    (LOSSES) ON   IN SEPARATE
                                                     STOCK       CAPITAL     EARNINGS    INVESTMENTS    ACCOUNTS       TOTAL
                                                  -----------  -----------  -----------  -----------  -------------  ---------
<S>                                               <C>          <C>          <C>          <C>          <C>            <C>
Balance January 1, 1993.........................   $   5,000    $ 345,000    $  52,634    $   4,263     $     657    $ 407,554
Net income......................................          --           --       81,707           --            --       81,707
Dividends to shareholder........................          --           --       (4,000)          --            --       (4,000)
Other...........................................          --           --          353           --            --          353
Change in unrealized gains on investments,
 net............................................          --           --           --        2,099            --        2,099
Change in unrealized gains on investments, net,
 resulting from initial adoption of FASB
 115--Note 1....................................          --           --           --       43,782            --       43,782
Change in unrealized gain on assets held in
 separate account, net of deferred tax expense
 of $238........................................          --           --           --           --           413          413
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1993.......................       5,000      345,000      130,694       50,144         1,070      531,908
Net income......................................          --           --       22,857           --            --       22,857
Additional paid-in capital......................          --       13,000           --           --            --       13,000
Change in unrealized losses on investments,
 net............................................          --           --           --      (93,052)           --      (93,052)
Change in unrealized gain on assets held in
 separate account, net of deferred tax benefit
 of $277........................................          --           --           --           --          (516)        (516)
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1994.......................       5,000      358,000      153,551      (42,908)          554      474,197
Net income......................................          --           --       53,870           --            --       53,870
Additional paid-in capital......................          --       50,000           --           --            --       50,000
Change in unrealized gains on investments,
 net............................................          --           --           --      131,039            --      131,039
Change in unrealized gain on assets held in
 separate account, net of deferred tax expense
 of $1,073......................................          --           --           --           --         1,992        1,992
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1995.......................   $   5,000    $ 408,000    $ 207,421    $  88,131     $   2,546    $ 711,098
                                                       -----   -----------  -----------  -----------        -----    ---------
                                                       -----   -----------  -----------  -----------        -----    ---------
</TABLE>
 
                                       6
<PAGE>
STATEMENT OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                    1995            1994            1993
                                                                                -------------   -------------   -------------
<S>                                                                             <C>             <C>             <C>
OPERATING ACTIVITIES
  Net income..................................................................  $      53,870   $      22,857   $      81,707
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Cumulative effect of accounting changes...................................             --              --          (3,563)
    Increase in future policy benefit reserves for traditional, interest
     sensitive and accident and health policies...............................         80,478          79,014          58,299
    Increase (decrease) in other policy claims and benefits and policyholder
     dividends payable........................................................         27,676          10,075         (15,868)
    Decrease in deferred federal income taxes.................................        (13,584)         (2,356)         (9,776)
    Increase (decrease) in income taxes payable...............................          1,023           3,283         (12,733)
    Amortization of policy acquisition costs..................................         41,291          34,566          36,503
    Policy acquisition costs deferred.........................................        (56,391)        (54,349)        (45,841)
    Provision for mortgage loan losses........................................            924           1,105           1,648
    Provision for depreciation................................................         15,654          12,267           9,399
    Accrual of discount, net..................................................           (239)           (914)             72
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities...................................          3,427         (36,650)          5,751
    Net realized (gains) losses on investments................................        (55,080)         28,815         (73,623)
    Other.....................................................................         (2,431)           (135)            164
                                                                                -------------   -------------   -------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES...............................         96,618          97,578          32,139
INVESTING ACTIVITIES
  Purchase of fixed maturity investments......................................     (2,151,133)     (1,943,697)     (2,337,842)
  Sales or maturities of fixed maturity investments...........................      2,000,068       1,798,184       2,358,288
  (Increase) decrease in short-term investments...............................        (35,908)        (44,266)         28,756
  Purchase of other investments...............................................       (240,264)       (211,836)       (201,601)
  Sales or maturities of other investments....................................        112,598         104,399          75,539
  Purchase of property and equipment..........................................        (19,975)        (16,164)        (13,155)
  Purchase of group insurance business........................................             --          (6,644)         (5,521)
  Other.......................................................................          1,229             500              49
                                                                                -------------   -------------   -------------
      NET CASH USED BY INVESTING ACTIVITIES...................................       (333,385)       (319,524)        (95,487)
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received...................................................        187,484         200,499          68,943
    Surrenders and death benefits.............................................        (60,522)        (19,207)        (37,262)
    Interest credited to policyholders........................................         48,918          31,867          30,024
  Additional paid-in capital from shareholder.................................         50,000          13,000              --
  Dividends paid to shareholder...............................................             --              --          (4,000)
                                                                                -------------   -------------   -------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES...............................        225,880         226,159          57,705
                                                                                -------------   -------------   -------------
      INCREASE (DECREASE) IN CASH.............................................        (10,887)          4,213          (5,643)
Cash at beginning of year.....................................................         10,888           6,675          12,318
                                                                                -------------   -------------   -------------
      CASH AT END OF YEAR.....................................................  $           1   $      10,888   $       6,675
                                                                                -------------   -------------   -------------
                                                                                -------------   -------------   -------------
</TABLE>
 
                       See notes to financial statements.
 
                                       7
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1995
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE  OF OPERATIONS:  Fortis Benefits  Insurance Company  (the Company)  is an
affiliate of the worldwide Fortis group of companies owned by Fortis AMEV of the
Netherlands and Fortis AG of Belgium.  The Company is incorporated in  Minnesota
and  distributes  its products  in  all states  except  New York.  To  date, the
majority of  the  Company's  revenues  have been  derived  from  group  employee
benefits products and the remainder from individual life and annuity products.
 
BASIS  OF  STATEMENT PRESENTATION:  The  financial statements  are  presented in
conformity  with  generally  accepted  accounting  principles.  Certain  amounts
included  in the  1993 and 1994  financial statements have  been reclassified to
conform to the 1995 presentation.
 
RECOGNITION OF REVENUES, POLICY RESERVES AND LIABILITIES AND POLICY  ACQUISITION
COSTS: The Company follows generally accepted accounting principles which differ
in  certain respects from statutory accounting practices prescribed or permitted
by regulatory authorities. The more significant of these principles are:
 
    Premiums for  long-duration  traditional  life policies  are  recognized  as
    revenues  when due  over the  premium-paying period.  Liabilities for future
    policy benefits and  expenses are computed  using the net  level method  and
    include investment yield, mortality, withdrawal, and other assumptions based
    on  the Company's experience,  modified as necessary  to reflect anticipated
    trends and to include provisions for possible unfavorable deviations.
 
    Revenues for  universal  life and  investment  products consist  of  charges
    assessed  against policy account balances during  the period for the cost of
    insurance, policy  administration,  and  surrender  charges.  Future  policy
    benefit  reserves are  computed under  the retrospective  deposit method and
    consist of policy account balances  before applicable surrender charges  and
    certain  deferred policy initiation fees that are being recognized in income
    over the term of the policies. Policy benefits charged to expense during the
    period include  amounts  paid  in  excess of  policy  account  balances  and
    interest  credited  to policy  account balances.  Interest credit  rates for
    universal life and investment products ranged  from 4% to 7.80% in 1995  and
    1994.
 
    Premiums for long-term disability, short-term traditional life, and accident
    and  health are recognized  as revenues ratably over  the contract period in
    proportion to the  risk insured.  Liabilities for  future disability  income
    policy  benefits are based  on the 1964 Commissioners  Disability Table at 6
    percent interest. Calculated  reserves are modified  based on the  Company's
    actual experience. Claims and benefits payable for reported and incurred but
    not  reported  losses and  related loss  adjustment expenses  are determined
    using case-basis estimates and past  experience. The methods of making  such
    estimates  and establishing the related liabilities are continually reviewed
    and updated. Any adjustments resulting  therefrom are reflected in  earnings
    currently.
 
    For  interest sensitive and investment products, deferred policy acquisition
    costs are amortized  in relation to  profits. For group  life, accident  and
    health,  disability, and  dental insurance  business acquired  on October 1,
    1991 (see Note 3), the Company recorded the present value of future  profits
    as   deferred  policy  acquisition  costs.  These  costs  are  amortized  in
    proportion to premium revenue  over the estimated  premium paying period  of
    the  related policies  and, if  required, are  expensed when  such costs are
    deemed not  to be  recoverable from  future policy  revenues, including  the
    related investment income.
 
    For  insurance products issued subsequent to December 31, 1984, the costs of
    acquiring new business,  which vary  with and  are directly  related to  the
    production  of new  business, are deferred,  to the  extent recoverable from
    future profits, and  amortized against  income. The  period of  amortization
    varies depending upon the product. For traditional life products, the policy
    acquisition  costs are deferred and amortized over the premium paying period
    of the contracts. For interest sensitive and investment products, the policy
    acquisition costs  are deferred  and amortized  in relation  to the  present
    value of estimated future gross profits.
 
INVESTMENTS:  The  Company's  investment  strategy is  developed  based  on many
factors including insurance liability matching, rate of return, maturity, credit
risk, tax considerations and regulatory requirements.
 
Prior to December 31, 1993, the Company classified fixed maturity investments as
available-for-sale recorded at the lower  of amortized cost or market,  computed
on  a portfolio basis. Equity securities were carried at fair value. At December
31, 1993, all  fixed maturity securities  were classified as  available-for-sale
and  carried at fair value. The effect of adopting Statement 115 at December 31,
1993 was to  increase the carrying  amount of fixed  maturities by  $76,309,000,
policyholder   dividends  payable  by  $2,684,000,   deferred  income  taxes  by
$23,575,000 and shareholder's equity by  $43,782,000 and to reduce the  carrying
amount  of deferred policy  acquisition costs by  $6,268,000. Beginning in 1994,
the classification of fixed  maturity investments between available-for-sale  or
held  to maturity is made at the  time of each purchase and, prospectively, that
classification is reevaluated as of each balance sheet date.
 
Changes in market values of available-for-sale securities, after deferred income
taxes and after adjustment for  the amortization of deferred policy  acquisition
costs,  and  participating  policyholders'  share of  earnings  are  reported as
unrealized gains (losses) on investments  directly in shareholder's equity  and,
accordingly,  have  no  effect on  net  income.  The offsets  to  the unrealized
appreciation or depreciation represent valuation adjustments relating to amounts
of additional  deferred policy  acquisition costs  or amortization  of  deferred
policy  acquisition costs and the  additional liabilities established for future
policyholder benefits and  participating policyholders' share  of the  Company's
earnings  that would have been required as  a charge or credit to operations had
such unrealized amounts been realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the initial  principal loaned  not exceed  80%  of the  appraised value  of  the
property  securing  the  loan. The  Company's  policy fully  complies  with this
statute. Mortgage loans on real estate are reported at unpaid balances, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments. Policy loans are reported at unpaid balance.
 
                                       8
<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Realized  gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY AND  EQUIPMENT:  Property  and  equipment are  recorded  at  cost  less
accumulated  depreciation. The Company provides  for depreciation principally on
the straight  line  method  over  the estimated  useful  lives  of  the  related
property.
 
INCOME  TAXES: Income  taxes have  been provided  using the  liability method in
accordance with  Financial Accounting  Standards Board  ("FASB") Statement  109,
ACCOUNTING  FOR INCOME TAXES. Deferred tax assets and liabilities are determined
based on the differences between the  financial reporting and the tax bases  and
are measured using the enacted tax rates.
 
SEPARATE  ACCOUNTS:  Assets and  liabilities  associated with  separate accounts
relate to  premium and  annuity  considerations for  variable life  and  annuity
products  for  which the  contract holder,  rather than  the Company,  bears the
investment risk. Separate account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS: The economy and other factors have caused an increase
in the number of insurance companies that are under regulatory supervision. This
circumstance may result in an increase  in assessments by state guaranty  funds,
or voluntary payments by solvent
insurance   companies,  to  cover  losses   to  policyholders  of  insolvent  or
rehabilitated  companies.  Mandatory  assessments  can  be  partially  recovered
through  a reduction in future premium taxes  in some states. The Company is not
able to reasonably estimate  the impact of future  assessments on its  financial
position but does not believe that the impact will be material.
 
USE  OF  ESTIMATES: The  preparation of  financial  statements in  conformity of
generally accepted accounting principles  requires management to make  estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
 
2.  CHANGES IN ACCOUNTING PRINCIPLES
 
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS: Effective
January  1, 1993, the Company adopted  FASB Statement 106, EMPLOYERS' ACCOUNTING
FOR  POSTRETIREMENT  BENEFITS  OTHER  THAN  PENSIONS.  The  Company  elected  to
immediately  recognize the  cumulative effect of  this change  in accounting for
postretirement benefits of  $1,895,000 ($1,251,000  net of  deferred income  tax
benefit),  which  represents the  accumulated postretirement  benefit obligation
existing at January 1,  1993. The impact of  Statement 106 on operating  results
for 1993 was not material.
 
ACCOUNTING FOR INCOME TAXES: Effective January 1, 1993, the Company adopted FASB
Statement 109, ACCOUNTING FOR INCOME TAXES. Statement 109 provides for a balance
sheet  approach in determining  deferred income tax  assets and liabilities. The
cumulative effect of adopting Statement 109 increased the Company's deferred tax
asset and net income by approximately $4,814,000 in 1993.
 
ACCOUNTING AND  REPORTING FOR  REINSURANCE OF  SHORT-DURATION AND  LONG-DURATION
CONTRACTS:  In  1993, the  Company adopted  FASB  Statement 113,  ACCOUNTING AND
REPORTING FOR REINSURANCE OF  SHORT-DURATION AND LONG-DURATION CONTRACTS.  Under
Statement  113,  amounts  paid  or  deemed to  have  been  paid  for reinsurance
contracts are recorded as reinsurance recoverables.
 
ACCOUNTING FOR  CERTAIN DEBT  AND EQUITY  SECURITIES: The  Company adopted  FASB
Statement 115, ACCOUNTING FOR CERTAIN DEBT AND EQUITY SECURITIES, as of December
31,   1993.  Under  Statement  115,  all  fixed  maturities  are  classified  as
available-for-sale and carried at fair  value, while equity securities  continue
to  be carried  at fair value.  Adoption of Statement  115 had no  effect on net
income in 1993.
 
3.  ACQUIRED BUSINESS
    In October, 1991, the Company  purchased certain assets and assumed  certain
liabilities  from The  Mutual Benefit  Life Insurance  Company in Rehabilitation
(MBL). The  seller  transferred  to  the Company,  the  assets  and  liabilities
relating to the group life, accident and health, disability and dental insurance
business  of MBL. The acquisition  was accounted for as  a purchase. The Company
purchased this business for $318,000,000. Per contractual agreement,  additional
payments were paid to MBL based upon the persistency of the long term disability
portion  of  the  business. Under  terms  of  this agreement,  the  Company paid
$6,644,000, $5,521,000 and  $8,685,000 in  1994, 1993,  and 1992,  respectively.
This  additional purchase price was accounted for as deferred policy acquisition
costs. No additional payments will be made.
 
                                       9
<PAGE>
4.  INVESTMENTS
AVAILABLE FOR SALE SECURITIES: The following  is a summary of the available  for
sale securities (in thousands):
 
<TABLE>
<CAPTION>
                                                                       GROSS          GROSS
                                                      AMORTIZED      UNREALIZED     UNREALIZED
                                                         COST           GAIN           LOSS        FAIR VALUE
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
December 31, 1995:
  Fixed Income Securities:
    Governments....................................  $   453,406    $    36,938    $       142    $   490,202
    Public utilities...............................       55,793          4,617             --         60,410
    Industrial & miscellaneous.....................    1,420,374         82,705          1,282      1,501,797
    Other..........................................       21,631          1,586              2         23,215
                                                     ------------   ------------        ------    ------------
      Total........................................    1,951,204        125,846          1,426      2,075,624
  Equity Securities................................       60,935         20,321          2,404         78,852
                                                     ------------   ------------        ------    ------------
      Total........................................  $ 2,012,139    $   146,167    $     3,830    $ 2,154,476
                                                     ------------   ------------        ------    ------------
                                                     ------------   ------------        ------    ------------
December 31, 1994:
  Fixed Income Securities:
    Governments....................................  $   829,607    $     1,129    $    40,642    $   790,094
    Public utilities...............................       60,885          1,132          1,389         60,628
    Industrial & miscellaneous.....................      847,018          3,184         38,505        811,697
    Other..........................................       11,837            764            238         12,363
                                                     ------------   ------------        ------    ------------
      Total........................................    1,749,347          6,209         80,774      1,674,782
  Equity Securities................................       59,010          9,896          4,354         64,552
                                                     ------------   ------------        ------    ------------
      Total........................................  $ 1,808,357    $    16,105    $    85,128    $ 1,739,334
                                                     ------------   ------------        ------    ------------
                                                     ------------   ------------        ------    ------------
</TABLE>
 
The  amortized cost  and fair value  of available-for-sale  investments in fixed
maturities at December 31,  1995, by contractual maturity,  are shown below  (in
thousands).  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>
                                                                            AMORTIZED
                                                                               COST        FAIR VALUE
                                                                           ------------   ------------
<S>                                                                        <C>            <C>
Due in one year or less..................................................  $    80,474    $    80,960
Due after one year through five years....................................      472,741        487,764
Due after five years through ten years...................................      687,374        727,723
Due after ten years......................................................      710,615        779,177
                                                                           ------------   ------------
    Total................................................................  $ 1,951,204    $ 2,075,624
                                                                           ------------   ------------
                                                                           ------------   ------------
</TABLE>
 
MORTGAGE  LOANS: The Company has issued  commercial mortgage loans on properties
located throughout the  country. Approximately 35%  of outstanding principal  is
concentrated  in the states of California, Florida  and New York at December 31,
1995 as compared to concentrated interests in California, Florida, and Texas  of
34%  at December 31,  1994. Loan commitments  outstanding totaled $10,030,000 at
December 31, 1995.
 
In May 1993, FASB issued Statement  114, ACCOUNTING BY CREDITORS FOR  IMPAIRMENT
OF A LOAN, which becomes effective for fiscal years beginning after December 15,
1994,  and  which  the Company  adopted  in  1995. Statement  114  requires that
impaired loans are to  be valued at  the present value  of expected future  cash
flows  discounted  at the  loan's effective  interest rate,  or, as  a practical
expedient, at the loan's  observable market price, or  the fair market value  of
the  collateral if the loan is collateral  dependent. The impact of adoption was
not material to the Company's financial position or operating results.
 
INVESTMENTS ON DEPOSIT: The Company had  fixed maturities and mortgage loans  on
real  estate carried at $2,385,000 and $8,132,000, respectively, at December 31,
1995, and  $2,635,000  and $8,132,000  respectively,  at December  31,  1994  on
deposit with various governmental authorities as required by law.
 
NET  UNREALIZED  GAINS  (LOSSES):  The adjusted  net  unrealized  gains (losses)
recorded in shareholder's equity were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                 1995           1994           1993
                                                                             ------------   ------------   ------------
<S>                                                                          <C>            <C>            <C>
Change in unrealized gains (losses) before adjustment for the following
 items:....................................................................  $    214,452   $   (155,923)  $     80,288
  Capitalization (amortization) of deferred policy acquisition costs.......        (9,789)         9,288         (6,268)
  Participating policyholders' share of earnings...........................            --          2,684         (2,684)
  Deferred income taxes....................................................       (71,632)        50,383        (25,042)
                                                                             ------------   ------------   ------------
Change in net unrealized gains (losses)....................................       133,031        (93,568)        46,294
Net unrealized gains, beginning of the year................................       (42,354)        51,214          4,920
                                                                             ------------   ------------   ------------
Net unrealized gains (losses), end of year.................................  $     90,677   $    (42,354)  $     51,214
                                                                             ------------   ------------   ------------
                                                                             ------------   ------------   ------------
</TABLE>
 
                                       10
<PAGE>
4.  INVESTMENTS (CONTINUED)
NET  INVESTMENT  INCOME  AND  REALIZED  GAINS  (LOSSES)  ON  INVESTMENTS:  Major
categories  of net investment income and  realized gains (losses) on investments
for each year were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                                  REALIZED GAINS (LOSSES)
                                                                  NET INVESTMENT INCOME               ON INVESTMENTS
                                                             -------------------------------  -------------------------------
                                                               1995       1994       1993       1995       1994       1993
                                                             ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                          <C>        <C>        <C>        <C>        <C>        <C>
Fixed maturities...........................................  $ 139,062  $ 119,668  $ 120,844  $  50,393  $ (27,854) $  70,626
Equity securities..........................................      2,026      1,937      1,490      2,830      1,352      3,955
Mortgage loans on real estate..............................     49,227     36,816     28,370       (242)    (2,992)    (1,805)
Policy loans...............................................      2,797      2,731      3,004         --         --         --
Short-term investments.....................................     11,863      4,671      4,282         (3)       (60)         1
Real estate & other investments............................      4,750      2,138      1,171      2,102        739        846
                                                             ---------  ---------  ---------  ---------  ---------  ---------
    Tota1..................................................    209,725    167,961    159,161  $  55,080  $ (28,815) $  73,623
                                                                                              ---------  ---------  ---------
                                                                                              ---------  ---------  ---------
Expenses...................................................     (6,188)    (5,447)    (5,504)
                                                             ---------  ---------  ---------
                                                             $ 203,537  $ 162,514  $ 153,657
                                                             ---------  ---------  ---------
                                                             ---------  ---------  ---------
</TABLE>
 
Proceeds from  sales of  investments in  fixed maturities  were  $2,000,068,000,
$1,798,185,000,  and $2,335,230,000 in 1995,  1994 and 1993, respectively. Gross
gains  of  $61,070,000,  $16,618,000,  and  $75,133,000  and  gross  losses   of
$10,677,000,  $44,472,000, and  $4,507,000 were realized  on the  sales in 1995,
1994, and 1993, respectively.
 
5.  DEFERRED POLICY ACQUISITION COSTS
    The changes in deferred policy acquisition costs by product were as  follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                        INTEREST
                                                                      SENSITIVE AND
                                                         TRADITIONAL   INVESTMENT    ACCIDENT AND
                                                            LIFE        PRODUCTS        HEALTH        TOTAL
                                                         -----------  -------------  -------------  ---------
<S>                                                      <C>          <C>            <C>            <C>
Balance January 1, 1994................................   $  61,474     $  87,946      $  47,063    $ 196,483
Acquisition costs deferred:
  Acquired business....................................          --            --          6,644        6,644
  Other business.......................................          --        54,349             --       54,349
Acquisition costs amortized............................     (11,564)      (10,274)       (12,728)     (34,566)
Allowance for additional amortization from unrealized
 gains on available-for-sale securities................          --         9,288             --        9,288
                                                         -----------  -------------  -------------  ---------
Balance December 31, 1994..............................   $  49,910     $ 141,309      $  40,979    $ 232,198
Acquisition costs deferred:
  Other business.......................................          --        56,391             --       56,391
Acquisition costs amortized............................     (11,378)      (17,071)       (12,842)     (41,291)
Additional amortization of deferred acquisition costs
 from unrealized losses on available-for-sale
 securities............................................          --        (9,789)            --       (9,789)
                                                         -----------  -------------  -------------  ---------
Balance December 31, 1995..............................   $  38,532     $ 170,840      $  28,137    $ 237,509
                                                         -----------  -------------  -------------  ---------
                                                         -----------  -------------  -------------  ---------
</TABLE>
 
Included  within total deferred policy acquisition costs at December 31, 1995 is
$46,750,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. The estimated amount of PVP to be amortized  during
each   of   the   next  three   years   is  as   follows:   1996--  $19,210,000;
1997--$17,262,000; 1998--$10,278,000.
 
During 1995,  1994,  and 1993,  the  Company  sold portions  of  its  investment
portfolio  and  in accordance  with FASB  Statement 97,  the recognition  of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition  costs   deferred  of   $4,825,000,  $(935,000),   and   $5,400,000,
respectively. In addition, the Company (reduced) recorded policyholder dividends
payable of $1,095,000 in 1995, $(761,000) in 1994 and $2,800,000 in 1993.
 
                                       11
<PAGE>
6.  PROPERTY AND EQUIPMENT
    A summary of property and equipment for each year follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                         1995       1994
                                                                                       ---------  ---------
<S>                                                                                    <C>        <C>
Land.................................................................................  $   1,900  $   1,900
Building and improvements............................................................     23,319     23,084
Furniture and equipment..............................................................     85,592     68,017
                                                                                       ---------  ---------
                                                                                         110,811     93,001
Less accumulated depreciation........................................................    (50,780)   (36,062)
                                                                                       ---------  ---------
Net property and equipment...........................................................  $  60,031  $  56,939
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
 
7.  UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
    Activity  for the liability for unpaid accident and health claims and claims
adjustment expense is summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                              -------------------------------
                                                                                1995       1994       1993
                                                                              ---------  ---------  ---------
<S>                                                                           <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables....................  $ 838,810  $ 806,538  $ 776,194
Add: Incurred losses related to:
  Current year..............................................................    827,261    656,052    612,621
  Prior years...............................................................    (28,520)   (58,218)   (41,619)
                                                                              ---------  ---------  ---------
    Total incurred losses...................................................    798,741    597,834    571,002
Deduct: Paid losses related to:
  Current year..............................................................    492,460    377,595    353,124
  Prior years...............................................................    216,259    187,967    187,534
                                                                              ---------  ---------  ---------
    Total paid losses.......................................................    708,719    565,562    540,658
                                                                              ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables..................  $ 928,832  $ 838,810  $ 806,538
                                                                              ---------  ---------  ---------
                                                                              ---------  ---------  ---------
</TABLE>
 
In 1995,  the accident/health  business experienced  overall unfavorable  claims
experience. The unfavorable experience was the result of medical cost trends and
the  negative impact of medical premium  rate restrictions in certain states. In
1994 and  1993,  the  accident/health  business  experienced  overall  favorable
development  on claims  reserves established  as of  the previous  year end. The
favorable  development  was  a  result  of  lower  medical  costs  due  to  less
uncertainty  in  the  health  business,  a  reduction  of  loss  reserves  which
considered historically  high  inflation  in  medical  costs  and,  in  1994,  a
refinement in the claims reserve estimates.
 
8.  FEDERAL INCOME TAXES
    The  Company reports its taxable income in a consolidated federal income tax
return along  with other  affiliated  subsidiaries of  Fortis, Inc.  Income  tax
expense  or credits are allocated among  the affiliated subsidiaries by applying
corporate income tax rates  to taxable income or  loss determined on a  separate
return basis according to a Tax Allocation Agreement.
 
The  cumulative effect of  adopting Statement 109  as of January  1, 1993 was to
increase net income for 1993 by $4,814,000. An increase in the tax rate from 34%
to 35% was effective  in the third  quarter of 1993 and  resulted in a  $305,000
increase in net income from the recalculation of the deferred liability account.
 
Deferred  income  taxes reflect  the net  tax  effects of  temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                       12
<PAGE>
8.  FEDERAL INCOME TAXES (CONTINUED)
The significant components of the Company's deferred tax liabilities and  assets
as of December 31, 1995 and 1994 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         1995       1994
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
Deferred tax assets:
  Reserves...........................................................  $  54,346  $  42,715
  Separate account assets/liabilities................................     34,386     27,663
  Unrealized losses..................................................         --     22,806
  Accrued liabilities................................................     13,781     14,565
  Claims and benefits payable........................................      2,626      1,976
  Other..............................................................        123      1,393
                                                                       ---------  ---------
    Total deferred tax assets........................................    105,262    111,118
Deferred tax liabilities:
  Unrealized gains...................................................     48,826         --
  Deferred policy acquisition costs..................................     60,930     55,329
  Investments........................................................         --      1,194
  Fixed assets.......................................................      5,044      6,086
                                                                       ---------  ---------
    Total deferred tax liabilities...................................    114,800     62,609
                                                                       ---------  ---------
    Net deferred tax asset (liability)...............................  $  (9,538) $  48,509
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
 
The  Company is required to  establish a valuation allowance  for any portion of
the deferred tax  asset that management  believes will not  be realized. In  the
opinion  of management, it is more likely than not that the Company will realize
the benefit  of the  deferred  tax assets,  and,  therefore, no  such  valuation
allowance has been established.
 
The  Company's tax  expense before  cumulative effect  of accounting  changes is
shown as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Current.......................................................  $  39,660  $  15,046  $  35,747
Deferred......................................................    (11,769)    (3,451)    (4,657)
                                                                ---------  ---------  ---------
                                                                $  27,891  $  11,595  $  31,090
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Tax payments  were made  of $47,711,000,  $18,080,000 and  $53,600,000 in  1995,
1994,  and  1993,  respectively. Tax  refunds  were received  of  $7,258,000 and
$7,729,000 in 1995 and 1994, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                        1995        1994        1993
                                                                       -----       -----       -----
<S>                                                                  <C>         <C>         <C>
Statutory income tax rate..........................................       35.0%       35.0%       35.0%
Tax audit provision................................................        0.0%        0.8%       (4.6)%
Other, net.........................................................       (0.9)%      (2.1)%      (1.9)%
                                                                           ---         ---         ---
                                                                          34.1%       33.7%       28.5%
                                                                           ---         ---         ---
                                                                           ---         ---         ---
</TABLE>
 
9.  ASSETS HELD IN SEPARATE ACCOUNTS
    Separate account assets were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                        1995           1994
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
Premium and annuity considerations for the variable annuity
 products and variable universal life product for which the
 contract holder, rather than the Company, bears the investment
 risk.............................................................  $  1,757,476   $  1,208,038
Assets of the separate accounts owned by the Company, at fair
 value............................................................        24,009          4,872
                                                                    ------------   ------------
                                                                    $  1,781,485   $  1,212,910
                                                                    ------------   ------------
                                                                    ------------   ------------
</TABLE>
 
                                       13
<PAGE>
10. STATUTORY ACCOUNTING PRACTICES
    Reconciliations of  net income  and  shareholder's equity  on the  basis  of
statutory  accounting  to  the  related amounts  presented  in  the accompanying
statements were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                                    SHAREHOLDER'S EQUITY
                                                                             NET INCOME
                                                                   -------------------------------  --------------------
                                                                     1995       1994       1993       1995       1994
                                                                   ---------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices..........................  $  30,576  $  49,759  $  46,605  $ 377,040  $ 304,231
Deferred policy acquisition costs................................     15,100     19,783      9,338    237,509    232,198
Investment valuation differences.................................        330        370        520    114,413    (85,944)
Deferred and uncollected premiums................................        303        (14)     1,655     (7,372)    (8,393)
Unearned premiums................................................      1,829      1,126      7,035    (11,179)   (13,008)
Loading and equity in unearned premiums..........................        (56)       316       (179)        94         85
Property and equipment...........................................       (178)      (204)       (63)    27,172     22,027
Policy reserves..................................................    (31,011)   (26,655)   (38,558)  (103,174)   (72,192)
Current income taxes payable.....................................     (1,294)        --      4,656     (7,895)    (4,786)
Deferred income taxes............................................     11,769      2,356      9,776     (9,538)    48,509
Realized gains (losses) on investments...........................      1,938     (1,052)     3,651         --         --
Realized gains (losses) transferred to the Interest Maintenance
 Reserve (IMR), net of tax.......................................     31,711    (18,456)    40,459         --         --
Amortization of IMR, net of tax..................................     (5,261)    (5,479)    (3,777)        --         --
Interest maintenance reserve.....................................         --         --         --     53,814     27,364
Asset valuation reserve..........................................         --         --         --     48,507     32,011
Cumulative effect of accounting changes..........................         --         --      3,563         --         --
Other, net.......................................................     (1,886)     1,007     (2,974)    (8,293)    (7,905)
                                                                   ---------  ---------  ---------  ---------  ---------
                                                                   $  53,870  $  22,857  $  81,707  $ 711,098  $ 474,197
                                                                   ---------  ---------  ---------  ---------  ---------
                                                                   ---------  ---------  ---------  ---------  ---------
</TABLE>
 
11. REINSURANCE
    The maximum amount that the Company retains  on any one life is $750,000  of
life  insurance including  accidental death. Amounts  in excess  of $750,000 are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded reinsurance premiums were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Life Insurance................................................  $   4,661  $   5,571  $   4,366
Accident & Health Insurance...................................      3,410     36,782     37,088
                                                                ---------  ---------  ---------
                                                                $   8,071  $  42,353  $  41,454
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Recoveries under reinsurance contracts were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Life Insurance................................................  $   2,489  $   1,650  $   6,963
Accident & Health Insurance...................................      8,807     19,913     15,448
                                                                ---------  ---------  ---------
                                                                $  11,296  $  21,563  $  22,411
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Reinsurance ceded  would become  a liability  of the  Company in  the event  the
reinsurers  are unable  to meet  the obligations  assumed under  the reinsurance
agreements. To  minimize its  exposure to  significant losses  from  reinsurance
insolvencies,  the Company evaluates  the financial condition  of its reinsurers
and monitors  concentrations  of credit  risk  arising from  similar  geographic
regions, activities or economic characteristics of the reinsurers.
 
12. STATUTORY INFORMATION
    Dividend  distributions  to  parent are  restricted  as to  amount  by state
regulatory requirements. The Company had $37,204,000 free from such restrictions
at December  31, 1995.  Distributions in  excess of  this amount  would  require
regulatory approval.
 
Statutory-basis  financial statements are prepared in accordance with accounting
practices prescribed or permitted by Minnesota Insurance regulatory authorities.
Prescribed statutory accounting practices include  a variety of publications  of
the  National Association of Insurance Commissioners  ("NAIC"), as well as state
laws,  regulations  and  general   administrative  rules.  Permitted   statutory
accounting  practices encompass all accounting practices not so prescribed; such
practices may differ  from state to  state, may differ  from company to  company
within  a state,  and may  change in the  future. The  NAIC is  currently in the
process of  codifying statutory  accounting practices.  This project,  which  is
expected  to  be completed  in 1996,  may  result in  changes to  the accounting
practices that  insurance  enterprises  use  to  prepare  their  statutory-basis
financial statements.
 
Insurance  enterprises are required by State  Insurance Departments to adhere to
minimum risk-based capital ("RBC")  requirements developed by  the NAIC. All  of
the Company's insurance subsidiaries exceed minimum RBC requirements.
 
                                       14
<PAGE>
13. TRANSACTIONS WITH AFFILIATED COMPANIES
    The  Company  receives various  services  from Fortis,  Inc.  These services
include  assistance  in  benefit   plan  administration,  corporate   insurance,
accounting,  tax, auditing,  investment and other  administrative functions. The
fees paid to Fortis, Inc.  for these services for  the years ended December  31,
1995,   1994,  and   1993,  were   $10,074,000  ,   $8,944,000,  and  $8,595,000
respectively.
 
In conjunction with the marketing of its variable annuity products, the  Company
paid $59,308,000, $57,307,000, and $27,931,000, in commissions to its affiliate,
Fortis  Investors, Inc. for the  years ended December 31,  1995, 1994, and 1993,
respectively.
 
14. FAIR VALUE DISCLOSURES
VALUATION METHODS AND ASSUMPTIONS: Investments are reported in the  accompanying
balance sheets on the following basis:
 
    The  fair values  for fixed  maturity securities  and equity  securities are
based on quoted market  prices, where available.  For fixed maturity  securities
not  actively  traded,  fair values  are  estimated using  values  obtained from
independent pricing  services  or,  in  the  case  of  private  placements,  are
estimated  by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
 
    Mortgage loans are reported at unpaid principal balance less allowances  for
possible  losses.  The  fair  values  of  mortgage  loans  are  estimated  using
discounted cash flow analyses, using interest rates currently being offered  for
similar  loans  to borrowers  with similar  credit  ratings. Loans  with similar
characteristics are aggregated for purposes of the calculations. The fair values
for the Company's policy reserves under investment products are determined using
cash surrender value.
 
    The fair values under all  insurance contracts are taken into  consideration
in  the  Company's  overall management  of  interest  rate risk,  such  that the
Company's exposure to changing interest rates is minimized through the  matching
of investment maturities with amounts due under insurance contracts.
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31
                                                       ---------------------------------------------------------
                                                                  1995                          1994
                                                       ---------------------------   ---------------------------
                                                         CARRYING                      CARRYING
                                                          AMOUNT       FAIR VALUE       AMOUNT       FAIR VALUE
                                                       ------------   ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>            <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities...............................  $  2,075,624   $  2,075,624   $  1,674,782   $  1,674,782
      Equity securities..............................        78,852         78,852         64,552         64,552
    Mortgage loans on real estate....................       562,697        605,501        452,547        434,503
    Policy loans.....................................        53,863         53,863         49,221         49,221
    Short-term investments...........................       153,499        153,499        117,562        117,562
    Cash.............................................             1              1         10,888         10,888
    Assets held in separate accounts.................     1,781,485      1,781,485      1,212,910      1,212,910
Liabilities:
  Individual and group annuities (subject to
   discretionary withdrawal).........................       865,623        834,621        692,196        657,454
</TABLE>
 
15. COMMITMENTS AND CONTINGENCIES
    The  Company is named  as a defendant  in a number  of legal actions arising
primarily from claims  made under  insurance policies. These  actions have  been
considered  in establishing policy benefit and loss reserves. Management and its
legal counsel are of the opinion that  the settlement of these actions will  not
have a material adverse effect on the Company's financial position or results of
operations.
 
16. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The Company participates in the Fortis, Inc. noncontributory defined benefit
pension  plan covering substantially all of its employees. Benefits are based on
years of service and the employee's  compensation during such years of  service.
Fortis,  Inc. is not  able to segregate Company  specific benefit obligations or
plan assets. On an aggregate basis, the  fair value of plan assets exceeded  the
accumulated benefit obligations as of December 31, 1995.
 
The Company has a profit sharing plan covering substantially all employees which
provides  benefits payable  to participants on  retirement or  disability and to
beneficiaries of  participants  in event  of  the participant's  death.  Amounts
contributed  to the plan and expensed by the Company were $3,765,000, $3,536,000
and $3,399,000 in 1995, 1994, and 1993, respectively.
 
                                       15
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
Fortis Benefits Insurance Company
 
We  have audited  the accompanying  statement of  net assets  of Fortis Benefits
Insurance Company  Variable  Account  C (comprising,  respectively,  the  Fortis
Series  Fund,  Inc.'s Growth  Stock, U.S.  Government Securities,  Money Market,
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, Growth &
Income, High  Yield, Global  Asset Allocation,  Global Bond,  and  International
Stock  Subaccounts and the Norwest Select Fund's Small Company Stock Subaccount)
as of December 31, 1995, and the related statements of changes in net assets for
each of the three years  then ended, except for  the Fortis Series Fund,  Inc.'s
Aggressive Growth, Growth & Income, and High Yield Subaccounts which are for the
years  ended December  31, 1995  and 1994,  and the  Fortis Series  Fund, Inc.'s
Global Asset Allocation,  Global Bond, and  International Stock Subaccounts  and
the  Norwest Select Fund's Small Company Stock Subaccount which are for the year
ended December 31, 1995.  These financial statements  are the responsibility  of
the  management of Fortis  Benefits Insurance Company.  Our responsibility is to
express an opinion on these financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of securities owned as of December 31, 1995 by correspondence with
the custodian. 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 Fortis  Benefits  Insurance
Company  Variable Account  C at December  31, 1995,  and the changes  in the net
assets for the  periods described  in the  first paragraph,  in conformity  with
generally accepted accounting principles.
 
             [SIG]
March 22, 1996
 
                                       16
<PAGE>
STATEMENT OF NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                  ATTRIBUTABLE TO   ATTRIBUTABLE TO
                                                                  FORTIS BENEFITS    VARIABLE LIFE    ACCUMULATION
                                                                     INSURANCE         INSURANCE         UNITS
                                                     NET ASSETS       COMPANY          POLICIES       OUTSTANDING
                                                    ------------  ---------------   ---------------   ------------
<S>                                                 <C>           <C>               <C>               <C>
Investments in Fortis Series Fund, Inc., at market
 value (Note 2):
  Growth Stock Series (4,069,900 shares;
   cost--$85,836,221).............................  $114,336,114    $1,626,134       $112,709,980      5,597,835
  U.S. Government Securities Series (773,801
   shares; cost-- $8,216,067).....................     8,637,241            --          8,637,241        563,792
  Money Market Series (448,336 shares;
   cost--$4,872,591)..............................     4,853,912            --          4,853,912        380,101
  Asset Allocation Series (1,517,676 shares;
   cost--$20,665,868).............................    24,130,134       783,299         23,346,835      1,319,746
  Diversified Income Series (408,851 shares;
   cost--$4,732,097)..............................     4,986,624            --          4,986,624        317,914
  Global Growth Series (2,326,115 shares;
   cost--$29,749,600).............................    37,150,378       650,869         36,499,509      2,298,743
  Aggressive Growth Series (724,997 shares;
   cost--$7,999,913)..............................     9,189,333       760,602          8,428,731        672,460
  Growth & Income Series (387,727 shares;
   cost--$4,356,563)..............................     4,975,884       770,231          4,205,653        322,904
  High Yield Series (285,845 shares;
   cost--$2,860,695)..............................     2,783,523     1,266,202          1,517,321        137,850
  Global Asset Allocation Series (627,400 shares;
   cost--$6,424,554)..............................     7,167,294     5,712,197          1,455,097        125,237
  Global Bond Series (576,688 shares;
   cost--$5,900,696)..............................     6,508,904     5,643,468            865,436         73,311
  International Stock Series (737,128 shares;
   cost--$7,533,474)..............................     8,308,832     5,636,625          2,672,207        236,244
Investment in Norwest Select Fund, at market value
 (Note 2):
  Small Company Stock Fund (103,433 shares;
   cost--$1,038,350)..............................     1,159,487     1,159,487                 --             --
 
<CAPTION>
                                                    NET ASSET VALUE FOR
                                                       VARIABLE LIFE
                                                    INSURANCE POLICIES
                                                     PER ACCUMULATION
                                                           UNIT
                                                    -------------------
<S>                                                 <C>
Investments in Fortis Series Fund, Inc., at market
 value (Note 2):
  Growth Stock Series (4,069,900 shares;
   cost--$85,836,221).............................        $20.13
  U.S. Government Securities Series (773,801
   shares; cost-- $8,216,067).....................         15.32
  Money Market Series (448,336 shares;
   cost--$4,872,591)..............................         12.77
  Asset Allocation Series (1,517,676 shares;
   cost--$20,665,868).............................         17.69
  Diversified Income Series (408,851 shares;
   cost--$4,732,097)..............................         15.69
  Global Growth Series (2,326,115 shares;
   cost--$29,749,600).............................         15.88
  Aggressive Growth Series (724,997 shares;
   cost--$7,999,913)..............................         12.53
  Growth & Income Series (387,727 shares;
   cost--$4,356,563)..............................         13.02
  High Yield Series (285,845 shares;
   cost--$2,860,695)..............................         11.01
  Global Asset Allocation Series (627,400 shares;
   cost--$6,424,554)..............................         11.62
  Global Bond Series (576,688 shares;
   cost--$5,900,696)..............................         11.81
  International Stock Series (737,128 shares;
   cost--$7,533,474)..............................         11.31
Investment in Norwest Select Fund, at market value
 (Note 2):
  Small Company Stock Fund (103,433 shares;
   cost--$1,038,350)..............................          --
</TABLE>
 
                       See notes to financial statements.
 
                                       17
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                        1995            1994           1993
                                                    -------------   ------------   ------------
<S>                                                 <C>             <C>            <C>
GROWTH STOCK SUBACCOUNT
Investment income:
  Dividend income.................................  $     510,059   $    524,850   $    186,295
  Mortality and expense and policy advance charges
   (Note 3).......................................     (1,093,454)      (630,146)      (406,385)
                                                    -------------   ------------   ------------
    NET INVESTMENT LOSS...........................       (583,395)      (105,296)      (220,090)
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio shares....................        542,606        193,238        315,227
  Net change in unrealized appreciation
   (depreciation) on investments..................     20,881,118     (1,837,695)     3,121,509
                                                    -------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................     20,840,329     (1,749,753)     3,216,646
Capital transactions:
  Purchase of Variable Account C units............     23,231,047     24,347,849     18,848,153
  Redemption of Variable Account C units..........     (2,402,006)    (1,554,311)    (1,856,898)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................      1,093,454        630,146             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................             --             --        406,385
  Dividend income distribution to Fortis Benefits
   Insurance Company..............................         (7,237)        (9,364)            --
                                                    -------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     21,915,258     23,414,320     17,397,640
                                                    -------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................     42,755,587     21,664,567     20,614,286
Net assets, beginning of year.....................     71,580,527     49,915,960     29,301,674
                                                    -------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $ 114,336,114   $ 71,580,527   $ 49,915,960
                                                    -------------   ------------   ------------
                                                    -------------   ------------   ------------
 
<CAPTION>
 
                                                              YEAR ENDED DECEMBER 31
                                                        1995            1994           1993
                                                    -------------   ------------   ------------
<S>                                                 <C>             <C>            <C>
U.S. GOVERNMENT SECURITIES SUBACCOUNT
Investment income:
  Dividend income.................................  $         379   $    607,364   $    523,262
  Mortality and expense and policy advance charges
   (Note 3).......................................        (95,405)       (79,454)       (51,142)
                                                    -------------   ------------   ------------
  Net investment (loss) income....................        (95,026)       527,910        472,120
  Net realized (loss) gain on redemption of Fortis
   Series Fund, Inc. portfolio shares.............        (54,024)      (126,731)        56,486
  Net change in unrealized appreciation
   (depreciation) on investments..................      1,463,356       (967,547)      (133,072)
                                                    -------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................      1,314,306       (566,368)       395,534
Capital transactions:
  Purchase of Variable Account C units............      2,331,839      1,951,506      4,101,566
  Redemption of Variable Account C units..........     (2,234,298)    (1,984,288)      (971,887)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................         95,405         79,454             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................             --             --         51,142
                                                    -------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................        192,946         46,672      3,180,821
                                                    -------------   ------------   ------------
    TOTAL INCREASE (DECREASE) IN NET ASSETS.......      1,507,252       (519,696)     3,576,355
Net assets, beginning of year.....................      7,129,989      7,649,685      4,073,330
                                                    -------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $   8,637,241   $  7,129,989   $  7,649,685
                                                    -------------   ------------   ------------
                                                    -------------   ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       18
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                    ------------------------------------------
                                                        1995           1994           1993
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
MONEY MARKET SUBACCOUNT
Investment income:
  Dividend income.................................  $    180,105   $         --   $     35,403
  Mortality and expense and policy advance charges
   (Note 3).......................................       (52,173)       (21,446)       (14,578)
                                                    ------------   ------------   ------------
    NET INVESTMENT INCOME (LOSS)..................       127,932        (21,446)        20,825
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio shares....................       176,710         13,988          4,990
  Net change in unrealized (depreciation)
   appreciation on investments....................       (98,436)       100,566         (3,006)
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS....       206,206         93,108         22,809
Capital transactions:
  Purchase of Variable Account C units............     5,764,979      4,963,584      3,163,424
  Redemption of Variable Account C units..........    (5,395,064)    (2,269,774)    (3,233,030)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................        52,173         21,446             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --             --         14,578
                                                    ------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     CAPITAL TRANSACTIONS.........................       422,088      2,715,256        (55,028)
                                                    ------------   ------------   ------------
    TOTAL INCREASE (DECREASE) IN NET ASSETS.......       628,294      2,808,364        (32,219)
Net assets, beginning of year.....................     4,225,618      1,417,254      1,449,473
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $  4,853,912   $  4,225,618   $  1,417,254
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
 
<CAPTION>
 
                                                              YEAR ENDED DECEMBER 31
                                                    ------------------------------------------
                                                        1995           1994           1993
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income.................................  $    924,340   $    626,408   $    363,460
  Mortality and expense and policy advance charges
   (Note 3).......................................      (231,545)      (146,296)       (91,158)
                                                    ------------   ------------   ------------
    NET INVESTMENT INCOME.........................       692,795        480,112        272,302
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio shares....................       184,857         42,277         67,563
  Net change in unrealized appreciation
   (depreciation) on investments..................     2,815,928       (678,881)       432,499
                                                    ------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................     3,693,580       (156,492)       772,364
Capital transactions:
  Purchase of Variable Account C units............     5,135,857      5,042,184      5,311,744
  Redemption of Variable Account C units..........    (1,383,622)      (488,270)      (572,086)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................       231,545        146,296             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --             --         91,158
  Dividend income distribution to Fortis Benefits
   Insurance Company..............................       (31,040)       (26,122)            --
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     3,952,740      4,674,088      4,830,816
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................     7,646,320      4,517,596      5,603,180
Net assets, beginning of year.....................    16,483,814     11,966,218      6,363,038
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $ 24,130,134   $ 16,483,814   $ 11,966,218
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       19
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                    ------------------------------------------
                                                        1995           1994           1993
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
DIVERSIFIED INCOME SUBACCOUNT
Investment income:
  Dividend income.................................  $        155   $    257,570   $    120,019
  Mortality and expense and policy advance charges
   (Note 3).......................................       (49,814)       (29,757)       (11,358)
                                                    ------------   ------------   ------------
    NET INVESTMENT (LOSS) INCOME..................       (49,659)       227,813        108,661
  Net realized gain (loss) on redemption of Fortis
   Series Fund, Inc. portfolio shares.............        10,234        (32,443)        16,707
  Net change in unrealized appreciation
   (depreciation) on investments..................       639,984       (335,368)       (49,202)
                                                    ------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................       600,559       (139,998)        76,166
Capital transactions:
  Purchase of Variable Account C units............     2,234,605      2,099,560      1,934,554
  Redemption of Variable Account C units..........    (1,087,689)      (601,619)      (509,368)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................        49,814         29,757             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --             --         11,358
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     1,196,730      1,527,698      1,436,544
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................     1,797,289      1,387,700      1,512,710
Net assets, beginning of year.....................     3,189,335      1,801,635        288,925
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $  4,986,624   $  3,189,335   $  1,801,635
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
 
<CAPTION>
 
                                                              YEAR ENDED DECEMBER 31
                                                    ------------------------------------------
                                                        1995           1994           1993
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
GLOBAL GROWTH SUBACCOUNT
Investment income:
  Dividend income.................................  $    194,924   $    144,687   $     25,615
  Mortality and expense and policy advance charges
   (Note 3).......................................      (352,145)      (157,000)       (35,224)
                                                    ------------   ------------   ------------
    NET INVESTMENT LOSS...........................      (157,221)       (12,313)        (9,609)
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio shares....................       155,887        490,813         33,810
  Net change in unrealized appreciation
   (depreciation) on investments..................     7,220,951     (1,089,277)       930,476
                                                    ------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................     7,219,617       (610,777)       954,677
Capital transactions:
  Purchase of Variable Account C units............     9,569,763     14,421,587      6,887,276
  Redemption of Variable Account C units..........    (1,321,205)      (698,757)      (722,115)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................       352,145        157,000             --
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --             --         35,224
  Redemption of Fortis Benefits Insurance Company
   investment in subaccount.......................            --     (2,500,000)            --
  Dividend income distributed to Fortis Benefits
   Insurance Company..............................        (3,423)        (3,407)            --
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     8,597,280     11,376,423      6,200,385
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................    15,816,897     10,765,646      7,155,062
Net assets, beginning of year.....................    21,333,481     10,567,835      3,412,773
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $ 37,150,378   $ 21,333,481   $ 10,567,835
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       20
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31
                                                    -------------------------
                                                       1995          1994
                                                    -----------   -----------
<S>                                                 <C>           <C>
AGGRESSIVE GROWTH SUBACCOUNT
Investment income:
  Dividend income.................................  $    32,999   $     8,878
  Mortality and expense and policy advance charges
   (Note 3).......................................      (55,105)       (4,484)
                                                    -----------   -----------
    NET INVESTMENT (LOSS) INCOME..................      (22,106)        4,394
  Net realized gain (loss) on redemption of Fortis
   Series Fund, Inc. portfolio shares.............       87,207        (2,388)
  Net change in unrealized appreciation on
   investments....................................    1,158,725        30,648
                                                    -----------   -----------
    NET INCREASE IN NET ASSETS FROM OPERATIONS....    1,223,826        32,654
Capital transactions:
  Purchase of Variable Account C units............    6,246,152     1,858,035
  Redemption of Variable Account C units..........     (621,660)     (204,115)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................       55,105         4,484
  Funding of subaccount by Fortis Benefits
   Insurance Company..............................           --       600,000
  Dividend income distributed to Fortis Benefits
   Insurance Company..............................       (2,760)       (2,388)
                                                    -----------   -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................    5,676,837     2,256,016
                                                    -----------   -----------
    TOTAL INCREASE IN NET ASSETS..................    6,900,663     2,288,670
Net assets, beginning of year.....................    2,288,670            --
                                                    -----------   -----------
    NET ASSETS, END OF YEAR.......................  $ 9,189,333   $ 2,288,670
                                                    -----------   -----------
                                                    -----------   -----------
 
<CAPTION>
 
                                                     YEAR ENDED DECEMBER 31
                                                    -------------------------
                                                       1995          1994
                                                    -----------   -----------
<S>                                                 <C>           <C>
GROWTH & INCOME SUBACCOUNT
Investment income:
  Dividend income.................................  $    83,612   $    12,968
  Mortality and expense and policy advance charges
   (Note 3).......................................      (24,640)       (1,404)
                                                    -----------   -----------
    NET INVESTMENT INCOME.........................       58,972        11,564
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio shares....................       40,572           124
  Net change in unrealized appreciation
   (depreciation) on investments..................      619,472          (222)
                                                    -----------   -----------
    NET INCREASE IN NET ASSETS FROM OPERATIONS....      719,016        11,466
Capital transactions:
  Purchase of Variable Account C units............    3,356,014       656,805
  Redemption of Variable Account C units..........     (366,822)       (6,999)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................       24,640         1,404
  Funding of subaccount by Fortis Benefits
   Insurance Company..............................           --       600,000
  Dividend income distributed to Fortis Benefits
   Insurance Company..............................      (13,202)       (6,438)
                                                    -----------   -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................    3,000,630     1,244,772
                                                    -----------   -----------
    TOTAL INCREASE IN NET ASSETS..................    3,719,646     1,256,238
Net assets, beginning of year.....................    1,256,238            --
                                                    -----------   -----------
    NET ASSETS, END OF YEAR.......................  $ 4,975,884   $ 1,256,238
                                                    -----------   -----------
                                                    -----------   -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       21
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31
                                                    -------------------------
                                                       1995          1994
                                                    -----------   -----------
<S>                                                 <C>           <C>
HIGH YIELD SUBACCOUNT
Investment income:
  Dividend income.................................  $   252,046   $    81,918
  Mortality and expense and policy advance charges
   (Note 3).......................................      (11,638)       (1,463)
                                                    -----------   -----------
    NET INVESTMENT INCOME.........................      240,408        80,455
  Net realized gain (loss) on redemption of Fortis
   Series Fund, Inc. portfolio shares.............        7,233        (3,503)
  Net change in unrealized appreciation
   (depreciation) on investments..................       11,854       (88,789)
                                                    -----------   -----------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     OPERATIONS...................................      259,495       (11,837)
Capital transactions:
  Purchase of Variable Account C units............    1,244,092       733,981
  edemption of Variable Account C units...........     (346,228)     (229,014)
  Mortality and expense charge redeemed from
   Fortis Series Fund, Inc........................       11,638         1,463
  Funding of subaccount by Fortis Benefits
   Insurance Company..............................           --     1,300,000
  Dividend income distributed to Fortis Benefits
   Insurance Company..............................     (120,917)      (59,150)
                                                    -----------   -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................      788,585     1,747,280
                                                    -----------   -----------
    TOTAL INCREASE IN NET ASSETS..................    1,048,080     1,735,443
Net assets, beginning of year.....................    1,735,443            --
                                                    -----------   -----------
    NET ASSETS, END OF YEAR.......................  $ 2,783,523   $ 1,735,443
                                                    -----------   -----------
                                                    -----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                           DECEMBER 31
                                                                           -----------
                                                                              1995
                                                                           -----------
<S>                                                                        <C>          <C>
GLOBAL ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income........................................................   $ 199,139
  Mortality and expense and policy advance charges (Note 3)..............      (7,642)
                                                                           -----------
    NET INVESTMENT INCOME................................................     191,497
  Net realized gain on redemption of Fortis Series Fund, Inc. portfolio
   shares................................................................      21,531
  Net change in unrealized appreciation on investments...................     742,740
                                                                           -----------
    NET INCREASE IN NET ASSETS FROM OPERATIONS...........................     955,768
Capital transactions:
  Purchase of Variable Account C units...................................   1,423,812
  Redemption of Variable Account C units.................................     (59,928)
  Mortality and expense charge redeemed from Fortis Series Fund, Inc.....       7,642
  Funding of subaccount by Fortis Benefits Insurance Company.............   5,000,000
  Dividend income distributed to Fortis Benefits Insurance Company.......    (160,000)
                                                                           -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS.................   6,211,526
                                                                           -----------
    TOTAL INCREASE IN NET ASSETS.........................................   7,167,294
Net assets, beginning of year............................................          --
                                                                           -----------
    NET ASSETS, END OF YEAR..............................................   $7,167,294
                                                                           -----------
                                                                           -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       22
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1995
                                                                                     ------------
<S>                                                                                  <C>
GLOBAL BOND SUBACCOUNT
Investment income:
  Dividend income..................................................................   $  349,572
  Mortality and expense and policy advance charges (Note 3)........................       (5,019)
                                                                                     ------------
    NET INVESTMENT INCOME..........................................................      344,553
  Net realized gain on redemption of Fortis Series Fund, Inc. portfolio shares.....       37,910
  Net change in unrealized appreciation on investments.............................      608,208
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................      990,671
Capital transactions:
  Purchase of Variable Account C units.............................................    1,061,190
  Redemption of Variable Account C units...........................................     (242,976)
  Mortality and expense charge redeemed from Fortis Series Fund, Inc...............        5,019
  Funding of subaccount by Fortis Benefits Insurance Company.......................    5,000,000
  Dividend income distributed to Fortis Benefits Insurance Company.................     (305,000)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    5,518,233
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    6,508,904
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $6,508,904
                                                                                     ------------
                                                                                     ------------
 
<CAPTION>
 
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1995
                                                                                     ------------
<S>                                                                                  <C>
INTERNATIONAL STOCK SUBACCOUNT
Investment income:
  Dividend income..................................................................   $  117,200
  Mortality and expense and policy advance charges (Note 3)........................      (13,805)
                                                                                     ------------
    NET INVESTMENT INCOME..........................................................      103,395
  Net realized gain on redemption of Fortis Series Fund, Inc. portfolio shares.....       13,134
  Net change in unrealized appreciation on investments.............................      775,358
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................      891,887
Capital transactions:
  Purchase of Variable Account C units.............................................    2,584,243
  Redemption of Variable Account C units...........................................     (101,103)
  Mortality and expense charge redeemed from Fortis Series Fund, Inc...............       13,805
  Funding of subaccount by Fortis Benefits Insurance Company.......................    5,000,000
  Dividend income distributed to Fortis Benefits Insurance Company.................      (80,000)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    7,416,945
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    8,308,832
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $8,308,832
                                                                                     ------------
                                                                                     ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       23
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1995
                                                                                     ------------
<S>                                                                                  <C>
SMALL COMPANY STOCK SUBACCOUNT
Investment income:
  Dividend income..................................................................   $   38,350
  Mortality and expense and policy advance charges (Note 3)........................           --
                                                                                     ------------
    NET INVESTMENT INCOME..........................................................       38,350
  Net realized gain (loss) on redemption of Norwest Select Fund portfolio shares...           --
  Net change in unrealized appreciation on investments.............................      121,137
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................      159,487
Capital transactions:
  Purchase of Variable Account C units.............................................           --
  Redemption of Variable Account C units...........................................           --
  Mortality and expense charge redeemed from Norwest Select Fund...................           --
  Funding of subaccount by Fortis Benefits Insurance Company.......................    1,000,000
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    1,000,000
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    1,159,487
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $1,159,487
                                                                                     ------------
                                                                                     ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       24
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1995
 
1.  GENERAL
Fortis   Benefits  Insurance  Company  Variable  Account  C  (the  Account)  was
established as a segregated asset  account of Fortis Benefits Insurance  Company
(Fortis  Benefits)  on  March  13,  1986 under  Minnesota  law.  The  Account is
registered under the Investment Company Act of 1940 as a unit investment trust.
 
Fortis Benefits was founded  in 1910. At  the end of  1995, Fortis Benefits  had
approximately $86 billion of total life insurance in force. Fortis Benefits is a
Minnesota  corporation  and  is qualified  to  sell life  insurance  and annuity
contracts in the District of Columbia and in all states except New York.  Fortis
Benefits  is an  indirectly wholly-owned  subsidiary of  Fortis, Inc.,  which is
itself indirectly owned 50% by N.V. AMEV  and 50% by Compagnie Financiere et  de
Reassurance  du Group  AG ("Group AG").  Fortis, Inc. manages  the United States
operations for these two companies.
 
   
N.V. AMEV is a diversified financial services company headquartered in  Utrecht,
The  Netherlands, where its  insurance operations began  in 1847. Group  AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG have merged their
operating companies  under  the  trade  name of  Fortis.  The  Fortis  group  of
companies  is  active in  insurance, banking  and  financial services,  and real
estate development  in  The Netherlands,  Belgium,  the United  States,  Western
Europe, and the Pacific Rim. The Fortis group of companies had over $140 billion
in assets at the end of 1995.
    
 
Fortis  Advisers,  Inc. (a  wholly-owned  subsidiary of  Fortis,  Inc.) provides
investment management  services to  the portfolios  in exchange  for  investment
advisory  and management fees. Investment advisory and management fees are based
on each portfolio's  daily net  assets and  decrease in  reduced percentages  as
average  daily net assets increase. The  fees represent an investment expense to
Fortis Series Fund, Inc.  which reduces the portfolios'  net assets. These  fees
charged  by Fortis  Advisers, Inc. are  not available on  an individual variable
account basis. Fees  for all variable  accounts to which  Fortis Advisers,  Inc.
provided  investment management services amounted  to $7,819,224, $5,839,044 and
$3,748,274 in 1995, 1994 and 1993, respectively.
 
There are thirteen subaccounts within the Account. The investment objectives and
policies of each of the Account's subaccounts are as follows:
 
     - GROWTH STOCK SUBACCOUNT--seeks growth  of capital through short-term  and
       long-term appreciation.
 
     - U.S.  GOVERNMENT  SECURITIES SUBACCOUNT--seeks  to earn  a high  level of
       current income consistent with prudent investment risk.
 
     - MONEY MARKET  SUBACCOUNT--seeks  high  levels of  capital  stability  and
       liquidity  and, to  the extent consistent  with these  objectives, a high
       level of current income.
 
     - ASSET ALLOCATION SUBACCOUNT--seeks favorable  overall rates of return  on
       capital primarily through increased ownership of equity securities during
       periods  when stock market conditions appear favorable and short-term and
       long-term debt instruments  during periods when  stock market  conditions
       are less favorable.
 
     - DIVERSIFIED  INCOME  SUBACCOUNT--seeks high  level  of current  income by
       investing primarily in a  diversified portfolio of government  securities
       and investment-grade corporate bonds.
 
     - GLOBAL  GROWTH SUBACCOUNT--seeks long-term capital appreciation in equity
       securities that are allocated among diverse international markets.
 
     - AGGRESSIVE GROWTH  SUBACCOUNT--seeks  long-term capital  appreciation  in
       equity securities.
 
     - GROWTH  & INCOME SUBACCOUNT--seeks  growth of capital  and current income
       through ownership of equity securities  that provide an income  component
       and the potential for growth.
 
                                       25
<PAGE>
1.  GENERAL (CONTINUED)
     - HIGH  YIELD SUBACCOUNT--seeks maximum total return through current income
       from,  and   capital  appreciation   of,  a   diversified  portfolio   of
       high-yielding fixed-income securities.
 
     - GLOBAL  ASSET  ALLOCATION  SUBACCOUNT--seeks favorable  overall  rates of
       return through ownership of foreign  and domestic equity securities  when
       stock  market conditions  appear favorable  and short-term  and long-term
       foreign and domestic  debt instruments when  stock market conditions  are
       less favorable.
 
     - GLOBAL  BOND  SUBACCOUNT--seeks  total  return  from  current  income and
       capital appreciation by investing in  a global portfolio of  high-quality
       fixed-income securities.
 
     - INTERNATIONAL  STOCK SUBACCOUNT--seeks capital  appreciation by investing
       primarily in equity securities of non-United States companies.
 
     - SMALL COMPANY  STOCK SUBACCOUNT--seeks  growth  of capital  by  investing
       primarily in the common stock of small and medium-size domestic companies
       that  are either in the early stages of development or that produce goods
       and services having a favorable prospect for growth.
 
Certain 1994 amounts have been reclassified to conform to the 1995 presentation.
 
2.  INVESTMENTS
Investments in shares of  Fortis Series Fund, Inc.  and the Norwest Select  Fund
(the  Funds) are stated at market value,  which is based on the percentage owned
by the Account of the net asset value of the respective portfolios of the Funds.
The Funds' net asset value is based on market quotations of the securities  held
in the portfolios. The cost of investments sold and redeemed is determined using
the  average cost method. Unrealized appreciation or depreciation of investments
represents the Account's share of the mutual fund's undistributed net investment
income, undistributed realized gains and  losses and unrealized appreciation  or
depreciation in the Funds' investments.
 
                                       26
<PAGE>
2.  INVESTMENTS (CONTINUED)
Purchases  and sales of shares of the Funds  are recorded on the trade date. The
number of shares  and aggregate  cost of purchases  and proceeds  from sales  of
shares were as follows:
 
<TABLE>
<CAPTION>
                                                            SHARES
                                                    ----------------------     COST OF       PROCEEDS
                                                     PURCHASED      SOLD      PURCHASES     FROM SALES
                                                    -----------   --------   ------------   -----------
<S>                                                 <C>           <C>        <C>            <C>
Year ended December 31, 1995:
Fortis Series Fund, Inc.:
  Growth Stock Series.............................     903,891      90,700   $ 23,231,047   $2,409,243
  U.S. Government Securities Series...............     228,211     213,159      2,331,839    2,234,298
  Money Market Series.............................     540,043     506,551      5,764,979    5,395,064
  Asset Allocation Series.........................     333,531      90,515      5,135,857    1,414,662
  Diversified Income Series.......................     197,390      95,167      2,234,605    1,087,689
  Global Growth Series............................     673,847      93,947      9,569,763    1,324,628
  Aggressive Growth Series........................     537,853      49,233      6,246,152      624,420
  Growth & Income Series..........................     287,048      30,747      3,356,014      380,024
  High Yield Series...............................     122,624      46,105      1,244,092      467,145
  Global Asset Allocation Series..................     629,303      19,414      6,423,812      219,928
  Global Bond Series..............................     593,769      48,334      6,061,190      547,976
  International Stock Series......................     742,827      16,307      7,584,243      181,103
Norwest Select Fund:
  Small Company Stock Fund........................     100,000          --      1,000,000           --
</TABLE>
 
<TABLE>
<CAPTION>
                                                            SHARES
                                                    ----------------------     COST OF       PROCEEDS
                                                     PURCHASED      SOLD      PURCHASES     FROM SALES
                                                    -----------   --------   ------------   -----------
 
<S>                                                 <C>           <C>        <C>            <C>
Year ended December 31, 1994:
Fortis Series Fund, Inc.:
  Growth Stock Series.............................   1,106,287      70,314   $ 24,347,849   $1,563,675
  U.S. Government Securities Series...............     188,049     192,822      1,951,506    1,984,288
  Money Market Series.............................     476,828     217,878      4,963,584    2,269,774
  Asset Allocation Series.........................     361,546      37,257      5,042,184      514,392
  Diversified Income Series.......................     183,908      53,081      2,099,560      601,619
  Global Growth Series............................   1,156,826     261,960     14,421,587    3,202,164
  Aggressive Growth Series........................     254,672      21,957      2,458,035      206,503
  Growth & Income Series..........................     124,784       1,316      1,256,805       13,437
  High Yield Series...............................     203,595      28,990      2,033,981      288,164
</TABLE>
 
<TABLE>
<CAPTION>
                                                            SHARES
                                                    ----------------------     COST OF       PROCEEDS
                                                     PURCHASED      SOLD      PURCHASES     FROM SALES
                                                    -----------   --------   ------------   -----------
 
<S>                                                 <C>           <C>        <C>            <C>
Year ended December 31, 1993:
Fortis Series Fund, Inc.:
  Growth Stock Series.............................     870,748      86,741   $ 18,848,153   $1,856,898
  U.S. Government Securities Series...............     356,363      84,648      4,101,566      971,887
  Money Market Series.............................     305,838     312,668      3,163,424    3,233,030
  Asset Allocation Series.........................     383,082      41,515      5,311,744      572,086
  Diversified Income Series.......................     156,725      41,226      1,934,554      509,368
  Global Growth Series............................     573,601      62,506      6,887,276      722,115
</TABLE>
 
                                       27
<PAGE>
2. INVESTMENTS (CONTINUED)
 
The  number of shares and  cost of shares issued  from reinvestment of dividends
with the Funds were as follows:
 
<TABLE>
<CAPTION>
                                                                     COST OF
                                                         SHARES      SHARES
                                                       -----------  ---------
<S>                                                    <C>          <C>
Year ended December 31, 1995:
Fortis Series Fund, Inc.:
  Growth Stock Series................................      18,797   $ 510,059
  U.S. Government Securities Series..................          38         379
  Money Market Series................................      17,356     180,105
  Asset Allocation Series............................      59,192     924,340
  Diversified Income Series..........................          14         155
  Global Growth Series...............................      12,645     194,924
  Aggressive Growth Series...........................       2,746      32,999
  Growth & Income Series.............................       6,670      83,612
  High Yield Series..................................      26,030     252,046
  Global Asset Allocation Series.....................      17,511     199,139
  Global Bond Series.................................      31,253     349,572
  International Stock Series.........................      10,608     117,200
Norwest Select Fund:
  Small Company Stock Fund...........................       3,433      38,350
</TABLE>
<TABLE>
<CAPTION>
                                                                     COST OF
                                                         SHARES      SHARES
                                                       -----------  ---------
<S>                                                    <C>          <C>
Year ended December 31, 1994:
Fortis Series Fund, Inc.:
  Growth Stock Series................................      23,983   $ 524,850
  U.S. Government Securities Series..................      64,492     607,364
  Money Market Series................................          --          --
  Asset Allocation Series............................      46,335     626,408
  Diversified Income Series..........................      24,758     257,570
  Global Growth Series...............................      11,872     144,687
  Aggressive Growth Series...........................         915       8,878
  Growth & Income Series.............................       1,288      12,968
  High Yield Series..................................       8,691      81,918
 
<CAPTION>
 
                                                                     COST OF
                                                         SHARES      SHARES
                                                       -----------  ---------
<S>                                                    <C>          <C>
Year ended December 31, 1993:
Fortis Series Fund, Inc.:
  Growth Stock Series................................       8,199   $ 186,295
  U.S. Government Securities Series..................      47,700     523,262
  Money Market Series................................       3,462      35,403
  Asset Allocation Series............................      25,803     363,460
  Diversified Income Series..........................      10,051     120,019
  Global Growth Series...............................       2,026      25,615
</TABLE>
 
                                       28
<PAGE>
Fortis Benefits' investment in the subaccounts represented the following  number
of  shares of the Funds held and  aggregate cost of amounts invested at December
31, 1995:
 
<TABLE>
<CAPTION>
                                                        NUMBER      COST OF
                                                       OF SHARES    SHARES
                                                      -----------  ---------
<S>                                                   <C>          <C>
Fortis Series Fund, Inc.:
  Growth Stock Series...............................      57,884   $ 606,788
  Asset Allocation Series...........................      49,266     520,632
  Global Growth Series..............................      40,753     411,018
  Aggressive Growth Series..........................      60,008     600,471
  Growth & Income Series............................      60,017     602,897
  High Yield Series.................................     130,028   1,293,213
  Global Asset Allocation Series....................      57,884   5,018,346
  Global Bond Series................................      49,266   5,030,752
  International Stock Series........................      40,753   5,008,084
Norwest Select Fund:
  Small Company Stock Fund..........................     103,433   1,038,350
</TABLE>
 
3.  ORGANIZATIONAL EXPENSES AND OTHER CHARGES
 
ORGANIZATIONAL EXPENSES
 
Fortis Benefits assumes all organizational expenses of the Account.
 
PREMIUM EXPENSE CHARGE
 
For Harmony Investment Life policies a 5% sales charge and a 2.2% state  premium
tax  is  deducted from  each premium  payment received  by Fortis  Benefits. The
resulting net premiums are allocated to the subaccounts of the Account and/or to
the Fortis Benefits General  Accounts. For Wall Street  Series VUL 100, VUL  220
and  VUL 500 policies, Fortis Benefits reserves  the right to impose a charge up
to 2.5% of each premium  payment to be reimbursed  for premium taxes or  similar
charges it expects to pay.
 
MONTHLY DEDUCTIONS FROM POLICY VALUE
 
Monthly deductions from the net assets attributed to each policy are as follows:
 
    - Monthly cost of insurance.
 
    - Monthly cost of any optional insurance benefits added by rider.
 
For Harmony Investment Life Policies:
 
    - Monthly  administrative  charge of  $5.00 per  policy ($3.00  for policies
      applied for prior to July 1, 1988).
 
    - For policies issued subsequent to  July 1, 1988, Fortis Benefits  reserves
      the  right to impose an  expense charge of not  more than $15.00 per month
      and an additional  per-thousand-of-face expense  charge of  not more  than
      $.08 per month for insureds age 29 or less and $.25 per month for insureds
      age  30 and  over during the  first twelve policy  months. Fortis Benefits
      currently does not  impose any  of the  expense charges  described in  the
      preceding sentence.
 
    - For  policies  issued prior  to July  1,  1988, Fortis  Benefits currently
      imposes  an  expense  charge  of  $10.00  per  month  and  an   additional
      per-thousand-of-face  expense charge of $.06 per month for insureds age 29
      or less and $.20 per month for  insureds age 30 and over during the  first
      twelve policy months.
 
For Wall Street Series VUL 100, VUL 220 and VUL 500 Policies:
 
    - Monthly  administrative  charge  of  $4.50  per  policy.  Fortis  Benefits
      reserves the right to change this administrative charge, but it will never
      exceed $7.50 per month.
 
    - For VUL 220 and VUL 500, a  monthly sales, premium tax and policy  advance
      charge of $4.00 per policy.
 
                                       29
<PAGE>
3.  ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)
MORTALITY AND EXPENSE RISK AND POLICY ADVANCE CHARGES
 
Fortis  Benefits  deducts a  daily mortality  and expense  risk charge  from the
Account at an  annual rate  of .75%  of the  net assets  representing equity  of
Harmony  Investment Life policyholders  and .90% of  the net assets representing
equity of Wall Street Series VUL 100, VUL 220 and VUL 500 policyholders held  in
each  account. These charges will  be deducted by Fortis  Benefits in return for
its assumption of expenses arising  from adverse mortality experience or  excess
administrative expenses in connection with policies issued. Fortis Benefits also
deducts  a sales, premium tax  and policy advance charge  from the Account at an
annual rate of .27% of net assets representing equity of Wall Street Series  VUL
100,  VUL  220 and  VUL 500  policyholders.  These charges  are included  in the
statements of changes  in net  assets as a  component of  net investment  income
(loss).
 
SURRENDER CHARGES
 
For  Wall Street Series VUL 100, VUL 220 and VUL 500 policies surrendered within
the first eleven years of issuance, Fortis Benefits assesses a surrender charge.
The charge is the sum of any sales, premium tax, and policy advance charges  not
previously  deducted on a monthly or daily basis. For VUL 220 and VUL 500, there
is an additional surrender charge of $5.00 per thousand of the policy's  initial
face  amount plus a  maximum percentage of the  annualized net minimum premiums.
The percentage is 12% for VUL 220 and 22% for VUL 500. The surrender charge  for
all  Wall Street policies  is limited to  certain maximums based  on the insured
person's age at the  time of issuance  and decreases at a  constant rate on  the
fifth  and subsequent anniversary  until it reaches zero  on the eleventh policy
anniversary. A  similar  schedule  of  surrender  charges  is  imposed  on  face
increases.
 
For  Harmony Investment Life policies surrendered within the first nine years of
issuance of the  policy or face  increase, a surrender  charge is assessed.  The
charge  is a  maximum of 25%  of the annualized  net premium and  decreases at a
constant rate on the fifth and  subsequent anniversary until it reaches zero  on
the ninth policy anniversary.
 
Surrender  charges collected by Fortis  Benefits were $2,057,483, $1,475,321 and
$730,008 in 1995, 1994 and 1993, respectively.
 
4.  FEDERAL INCOME TAXES
The operations of the Account form a part of, and are taxed with, the operations
of Fortis  Benefits,  which is  taxed  as a  life  insurance company  under  the
Internal  Revenue Code. As a result, the net asset values of the subaccounts are
not affected by  federal income taxes  on income distributions  received by  the
subaccounts.
 
                                       30
<PAGE>
 
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:          STREET ADDRESS:           TELEPHONE:
P.O. BOX 64284            500 BIELENBERG DRIVE      1-(800) 800-2638
ST. PAUL                  WOODBURY                  EXTENSION 3028
MINNESOTA 55164           MINNESOTA 55125
 
This  Prospectus  describes  interests  under  flexible  premium  variable  life
insurance Policies issued either on a group basis or as individual contracts  by
Fortis  Benefits Insurance Company ("Fortis Benefits"). Participation in a group
contract will be  accounted for by  the issuance of  a certificate showing  your
interest  under the group  contract. Participation in  an individual contract is
shown by  the  issuance  of  an  individual  policy.  The  certificate  and  the
individual contract are hereafter both referred to as the "Policy". The Policies
are designed to provide (1) lifetime insurance coverage on the insureds named in
the  Policies and (2) flexibility in  connection with premium payments and death
benefits. This flexibility allows  you to provide  for changing insurance  needs
with  a single insurance policy. The minimum  initial Face Amount of a Policy is
$25,000.
 
With respect to the  Policy Value available for  investment under a Policy,  you
may  elect to receive  a rate of  return based on  one or more  of the following
separate investment  portfolios  of Fortis  Series  Fund, Inc.:  the  Aggressive
Growth  Series, the  International Stock Series,  the Global  Growth Series, the
Growth Stock Series, the Growth and  Income Series, the Global Asset  Allocation
Series,  the Asset  Allocation Series,  the High  Yield Series,  the Global Bond
Series, the Diversified Income Series, the U.S. Government Securities Series, or
the Money  Market Series.  There  is no  guaranteed  minimum Policy  Value  with
respect  to these portfolios, and you bear  the entire investment risk that this
value (or the Surrender Value) may decline to zero. Alternatively, you may, with
respect to all  or part of  the Policy Value,  elect to receive  fixed rates  of
return.
 
The  Policy may be  fully surrendered at  any time for  its Surrender Value. See
"Surrender and Partial Withdrawal." Generally  after the first Policy year,  you
may  make a partial withdrawal of Surrender Value once a year. You also may take
out Policy loans  and have considerable  flexibility to vary  the frequency  and
amount  of  premium  payments. Payment  of  Planned Periodic  Premiums  will not
necessarily keep a  Policy from  lapsing if  the Surrender  Value is  exhausted.
However, the Policy will not lapse if certain Minimum Premium payments are made.
This  guarantee will be for the lesser of 12 years from the Policy Date or until
Age 65 (or for 5 years if over Age 60 at issue).
 
This prospectus  contains  detailed information  about  these and  other  Policy
features,  including  certain  restrictions and  limitations  which  apply. This
Prospectus also discusses the way in which the return earned by the Policy Value
can affect a Policy's death benefit and Surrender Value.
 
As in the case of other life  insurance policies, it may not be advantageous  to
purchase  flexible premium variable  life insurance as a  replacement for, or in
addition to,  an existing  flexible  premium variable  or other  life  insurance
policy.
 
THESE  POLICIES ARE NOT DEPOSITS  OR OBLIGATIONS OF, NOR  ARE THEY GUARANTEED OR
ENDORSED  BY,  ANY  BANK,  CREDIT   UNION,  BROKER-DEALER  OR  OTHER   FINANCIAL
INSTITUTION.  THEY ARE  NOT FEDERALLY INSURED  BY THE  FEDERAL DEPOSIT INSURANCE
CORPORATION, THE  FEDERAL  RESERVE  BOARD,  OR ANY  OTHER  AGENCY;  AND  INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
 
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  IS NOT  VALID UNLESS  PRECEDED OR  ACCOMPANIED BY  THE  CURRENT
PROSPECTUS  FOR FORTIS SERIES FUND,  INC., WHICH CONTAINS ADDITIONAL INFORMATION
ABOUT THAT ENTITY.
 
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 
FORTIS
VUL100
 
(Flexible Premium
Variable Life
Insurance Policies)
PROSPECTUS DATED
May 1, 1995
 
   
[FORTIS LOGO]
    
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                               PAGE
<S>                                                                                          <C>
Index of Defined Words and Phrases.........................................................          4
Summary....................................................................................          5
    - Fortis Benefits/Fortis Financial Group Member........................................          5
    - Payment of Premiums..................................................................          5
    - Guaranteed Death Benefit.............................................................          5
    - Allocation of Premiums Among Various Alternatives....................................          5
    - Policy Value; Policy Value Advances; Cash Value Bonuses..............................          6
    - Surrenders...........................................................................          7
    - Charges..............................................................................          7
    - Death Benefit........................................................................          8
    - Benefit at Maturity..................................................................          8
    - Policy Loans.........................................................................          8
    - Settlement Options...................................................................          8
    - Taxes................................................................................          8
    - Right to Return a Policy.............................................................          8
    - How to Exercise Your Rights Under a Policy...........................................          8
The Separate Account and Fortis Series Fund, Inc...........................................          9
    - The Separate Account.................................................................          9
    - Financial and Performance Information................................................         10
    - Fortis Series Fund, Inc..............................................................         11
Policy Benefits............................................................................         11
    - Death Benefit........................................................................         11
    - Changes in Face Amount...............................................................         12
    - Policy Value.........................................................................         12
    - Policy Value Advances and Cash Value Bonuses.........................................         13
    - Calculation of Separate Account Policy Value.........................................         14
    - Separate Account Net Investment Return...............................................         14
Payment and Allocation of Premiums.........................................................         14
    - Issuance of a Policy.................................................................         14
    - Premiums.............................................................................         15
    - Allocation of Premiums and Policy Value..............................................         17
    - Policy Lapse and Reinstatement.......................................................         18
Charges and Deductions.....................................................................         18
    - Premium Tax and Sales Charges........................................................         18
    - Deductions to Recover Policy Value Advances..........................................         20
    - Monthly Deduction from Policy Value..................................................         20
    - Charge for Mortality and Expense Risks...............................................         21
    - Miscellaneous........................................................................         21
    - Guarantee of Certain Charges.........................................................         21
Loan Privileges............................................................................         21
    - Rate Charged on Policy Loans.........................................................         22
    - Credited Rate for Policy Loans.......................................................         22
    - Effect of a Policy Loan..............................................................         22
    - Repayment of a Loan..................................................................         22
Surrender and Partial Withdrawal...........................................................         22
Rights Reserved by Fortis Benefits.........................................................         23
    - Payment and Deferment................................................................         23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                               PAGE
Distribution of the Policies...............................................................         24
<S>                                                                                          <C>
Federal Tax Matters........................................................................         24
    - Tax Status of the Policy.............................................................         24
    - Taxation of Policy Benefits..........................................................         25
    - Taxation of Fortis Benefits..........................................................         26
Other Policy Provisions....................................................................         26
Management.................................................................................         28
Voting Privileges..........................................................................         28
Reports....................................................................................         29
State Regulation...........................................................................         29
Legal Matters..............................................................................         29
Experts....................................................................................         29
Ratings and Rankings.......................................................................         29
Financial Statements.......................................................................         30
Appendix A.................................................................................        A-1
    - Optional Income Plans................................................................        A-1
Appendix B.................................................................................        B-1
    - Illustrations of Death Benefits, Policy Values, Surrender Values and Accumulated
      Premiums.............................................................................        B-1
    - Policy Value Advances................................................................        B-2
Appendix C.................................................................................        C-1
    - Oregon Policy Value Advances.........................................................        C-1
Appendix D.................................................................................        D-1
    - The General Account..................................................................        D-1
    - General Description..................................................................        D-1
    - General Account Policy Value.........................................................        D-1
    - Transfers, Surrenders and Policy Loans...............................................        D-1
Appendix E.................................................................................        E-1
    - Maximum Death Benefit Per $1,000 of Annualized Planned Periodic Premium..............        E-1
</TABLE>
 
THE POLICIES  ARE  NOT  AVAILABLE  IN  ALL  STATES.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE  AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY NOT
LAWFULLY BE  MADE.  FORTIS  BENEFITS  DOES  NOT  AUTHORIZE  ANY  INFORMATION  OR
REPRESENTATION  REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS  PROSPECTUS OR ANY  SUPPLEMENT THERETO OR  IN ANY  SUPPLEMENTAL
SALES MATERIAL AUTHORIZED BY FORTIS BENEFITS.
 
The  purpose  of  the  Policies  is  to  provide  insurance  protection  for the
beneficiary named therein. No  claim is made  that the Policies  are in any  way
similar or comparable to a systematic investment plan of a mutual fund.
<PAGE>
INDEX OF DEFINED WORDS AND PHRASES
 
Below  are listed words and  phrases used in this  Prospectus, together with the
page or pages of this Prospectus on which each is defined or explained.
 
<TABLE>
<CAPTION>
                                                                                              PAGE
 
<S>                                                                                         <C>
Age.......................................................................................         27
Alternative Death Benefit.................................................................         11
Cash Value Bonuses........................................................................         13
Sales Charge..............................................................................         18
Date of Receipt...........................................................................         26
Death Benefit.............................................................................         11
Face Amount...............................................................................         14
Fortis Benefits...........................................................................          5
Fortis Series.............................................................................          4
General Account...........................................................................        D-1
Grace Period..............................................................................         17
Guaranteed Death Benefit..................................................................          5
Guideline Annual Premium..................................................................         16
Home Office...............................................................................          9
Minimum Premium...........................................................................         16
Monthly Deduction.........................................................................         20
Monthly Anniversary.......................................................................         14
Net Amount at Risk........................................................................         20
Net Cash Value............................................................................         17
NYSE......................................................................................         14
Planned Periodic Premium..................................................................         15
Policy Anniversary........................................................................         14
Policy Date...............................................................................         14
Policy Value..............................................................................         12
Policy Value Advance......................................................................         12
Portfolio.................................................................................         11
Pro Rata Basis............................................................................         20
Separate Account..........................................................................          9
Subaccount................................................................................          9
Surrender Charge..........................................................................         19
Surrender Value...........................................................................          7
Valuation Date............................................................................         12
Valuation Period..........................................................................         14
1940 Act..................................................................................          9
</TABLE>
 
                                       4
<PAGE>
SUMMARY
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
 
Fortis  Benefits  Insurance  Company  ("Fortis  Benefits"),  the  issuer  of the
Policies, was  founded  in  1910.  At  the end  of  1994,  Fortis  Benefits  had
approximately $61 billion of total life insurance in force. Fortis Benefits is a
Minnesota  Corporation  and  is qualified  to  sell life  insurance  and annuity
contracts in the District of Columbia and in all states except New York.  Fortis
Benefits  is an  indirectly wholly-owned  subsidiary of  Fortis, Inc.,  which is
itself indirectly owned 50% by  Fortis AMEV N.V. and  50% by Fortis AG.  Fortis,
Inc. manages the United States operations for these two companies.
 
Fortis  Benefits is a  member of the  Fortis Financial Group,  a joint effort by
Fortis Benefits,  Fortis  Advisers,  Inc.,  Fortis  Investors,  Inc.,  and  Time
Insurance Company, offering financial products through the management, marketing
and  servicing of mutual  funds, annuities life  insurance and disability income
products.
 
Fortis AMEV  is  a  diversified  financial  services  company  headquartered  in
Utrecht,  the Netherlands, where its insurance  operations began in 1847. Fortis
AG is  a  diversified  financial services  company  headquartered  in  Brussels,
Belgium,  where its  insurance operations  began in  1824. Fortis  AMEV N.V. and
Fortis AG have merged their operating companies under the trade name of  Fortis.
The  Fortis group  of companies  is active  in insurance,  banking and financial
services, and real estate  development in the  Netherlands, Belgium, the  United
States,  Western  Europe, and  the Pacific  Rim.  Fortis had  approximately $108
billion in assets as of year-end 1994.
 
All of the guarantees and commitments under the Policies are general obligations
of Fortis Benefits, regardless of whether the Policy Value has been allocated to
the Separate  Account  or to  the  General  Account. None  of  Fortis  Benefits'
affiliated   companies  has  any  legal  obligation  to  back  Fortis  Benefits'
obligations under the Policies.
 
Best's Insurance Reports, Life-Health Edition 1994, assigned Fortis Benefits one
of its highest  ratings, A+ (Superior)  as of December  31, 1993, for  financial
position  and operating  performance. Fortis  Benefits has  a rating  of AA from
Standard & Poor's.  As defined  by Standard &  Poor's, insurers  rated AA  offer
"excellent  financial security".  These ratings represent  such rating agencies'
independent opinion of Fortis Benefits'  financial strength and ability to  meet
policyholder  obligations, but have no relevance  to the performance and quality
of the assets in Subaccounts of the Separate Account.
 
PAYMENT OF PREMIUMS
 
At the time of Policy issuance, you must pay at least the initial amount under a
Planned Periodic Premium payment schedule you establish. The minimum  annualized
planned premium is $900.00 below age 30, $1,400.00 for ages 31-40, $2,100.00 for
ages  41-50, $2,400.00 for  ages 51-60 and  $2,800.00 for ages  above 60. If the
Planned Periodic Premium  is paid  monthly, the  initial premium  must at  least
equal  two  months'  Planned  Periodic  Premiums.  Thereafter,  subject  to  the
limitations described  under  "Payment and  Allocation  of  Premiums--Premiums,"
premium payments may be made at any time and in any amount.
 
GUARANTEED DEATH BENEFIT
 
A  Policy is guaranteed not to lapse if, as of each Monthly Anniversary, (1) the
cumulative amount of premiums paid to  date, less the amount of any  outstanding
Policy  loans and cumulative  partial withdrawals taken by  you, at least equals
(2) the cumulative  monthly Minimum Premiums,  assuming regular monthly  payment
thereof commencing on the Policy Date and continuing through the current Monthly
Anniversary.  This guarantee will be for the  lesser of 12 years from the Policy
Date or until Age 65 (or for 5 years if over Age 60 at issue). Subject to  these
conditions, there is in effect a "Guaranteed Death Benefit" in the amount of the
Policy's  then-current Face Amount. If the  Minimum Premium requirements are not
met on  any  Monthly  Anniversary,  the guarantee  terminates  and  may  not  be
reinstated.  The initial monthly Minimum Premiums  are specified in each Policy,
and additional Minimum Premium payments will be necessary to keep this guarantee
in effect if the Face Amount of  the Policy is increased. See "Guaranteed  Death
Benefit" under "Payment and Allocation of Premiums--Premiums."
 
If  the Minimum Premium requirement described above is not met, and in any event
after the Guaranteed Death  Benefit ends, a  Policy will lapse  if the Net  Cash
Value  becomes insufficient  to pay the  continuing charges  and deductions. See
"Payment  and  Allocation  of  Premiums--Policy  Lapse  and  Reinstatement"  and
"Charges  and Deductions--Premium  Tax and  Sales Charges."  Premium payments in
excess of the Planned  Periodic Premium payments may  therefore be necessary  to
keep a Policy in force.
 
ALLOCATION OF PREMIUMS AMONG VARIOUS ALTERNATIVES
 
You  may allocate premiums paid under a Policy to one or more of the Subaccounts
of Variable Account  C, a separate  investment account of  Fortis Benefits  (see
"The  Separate Account and Fortis Series Fund, Inc.") and/or to Fortis Benefits'
General Account. The assets in each of the current Subaccounts are invested in a
separate class  (or  series) of  stock  of  Fortis Series  Fund,  Inc.  ("Fortis
Series"), a "series"
 
                                       5
<PAGE>
type  of  mutual fund.  Each  class of  stock  represents a  separate investment
Portfolio within Fortis Series. The investment Portfolios of Fortis Series which
are currently  available are  the Aggressive  Growth Series,  the  International
Stock  Series, the  Global Growth  Series, Growth  Stock Series,  the Growth and
Income Series, the Global Asset Allocation Series, the Asset Allocation  Series,
the  High Yield Series,  the Global Bond Series,  the Diversified Income Series,
the U.S. Government  Securities Series,  and the Money  Market Series.  Premiums
allocated  to the General Account  are held as part  of Fortis Benefits' general
investment assets. See Appendix D--"The General Account."
 
Each Portfolio has  a different investment  objective and is  managed by  Fortis
Advisers,  Inc. For providing investment  management services to the Portfolios,
Fortis Advisers, Inc. currently receives a fee from the Funds at an annual  rate
as  follows: for  Aggressive Growth  Series, .7%  of the  first $100  million of
average daily net assets,  and .6% thereafter;  for International Stock  Series,
 .85%  of the first $100  million of such assets,  and .8% thereafter; for Global
Growth Series, .7% of the  first $500 million of  average daily net assets,  and
 .6% thereafter, for Growth Stock Series and the Growth and Income Series, .7% of
the  first $100  million of  average daily net  assets, and  .6% thereafter; for
Global Asset Allocation Series,  .9% of the first  $100 million of such  assets,
and  .85% thereafter; for Asset Allocation Series  and High Yield Series, .5% of
the first $250  million of average  daily net assets,  and .45% thereafter;  for
Global  Bond Series,  .75% of the  first $100  million of such  assets, and .65%
thereafter; for Diversified Income Series and U.S. Government Securities Series,
 .5% of the first $50 million of  average daily net assets, and .45%  thereafter;
for  Money Market  Series, .3% of  the first  $500 million of  average daily net
assets, and  .25% thereafter.  The  Portfolios also  bear  most of  their  other
expenses.
 
The  International  Stock Series,  the Global  Asset  Allocation Series  and the
Global Bond  Series  has  each  retained a  sub-adviser  to  provide  investment
research,  advice  and  supervision subject  to  the general  control  of Fortis
Advisers, Inc.  Lazard  Freres  Asset  Management  is  the  sub-adviser  of  the
International  Stock  Series; Morgan  Stanley  Asset Management  Limited  is the
sub-adviser of  the  Global  Asset Allocation  Series;  and  Warburg  Investment
Management International Ltd. is the sub-adviser of the Global Bond Series.
 
From  its advisory fee, Fortis Advisers, Inc.  pays the sub-advisers a fee at an
annual rate as follows: For International  Stock Series, .45% of the first  $100
million  of such  Series' average  daily net  assets, and  .375% thereafter; for
Global Asset Allocation Series,  .5% of the first  $100 million of such  assets,
and  .4%  therafter; and  for the  Global Bond  Series, .35%  of the  first $100
million of such assets, and .225% thereafter.
 
For a full description of the  Portfolios, see the prospectus for Fortis  Series
which  accompanies this Prospectus  and the Statement  of Additional Information
referred to therein.
 
You may change  allocations of  future premiums at  any time  without charge  by
submitting  a written request in form  acceptable to Fortis Benefits, subject to
certain limitations.  See  "Payment  and Allocation  of  Premium--Allocation  of
Premiums  and  Policy Value."  Because  investment performance  of  a Subaccount
(unlike that  of the  General Account)  is not  guaranteed by  Fortis  Benefits,
allocation  of premiums to a Subaccount  increases the amount of your investment
risk, and allocation to  the General Account decreases  such risk. However,  the
potential  benefit of the  General Account is limited  to the guaranteed return,
plus any discretionary return declared by Fortis Benefits.
 
TRANSFERS OF POLICY VALUE. You may transfer amounts among the Subaccounts at any
time. Transfers may also be  made at any time from  a Subaccount to the  General
Account. Under Fortis Benefits' current rules, you may transfer up to 50% of any
unloaned  Policy Value in the  General Account to one  or more Subaccounts. This
transfer may be made only once during the Policy year.
 
For additional  conditions  and  limitations  on  transfers,  see  "Payment  and
Allocation  of Premiums--Allocation of  Premiums and Policy  Value" and Appendix
D--"Transfers, Surrenders and Policy Loans."
 
POLICY VALUE; POLICY VALUE ADVANCES; CASH VALUE BONUSES
 
POLICY VALUE. The  "Policy Value"  is the  amount "at  work" for  you earning  a
return  in the Separate Account and/or in the General Account at any time. It is
(1) the cumulative amount of premiums paid to date, (2) less any withdrawals and
less all deductions and charges imposed to  date under the Policy, (3) plus  the
cumulative  amount of any Policy Value Advances and Cash Value Bonuses, (4) plus
the cumulative net amount  of positive or negative  investment return earned  to
date on amounts allocated to the Separate Account under the Policy, (5) plus the
cumulative  net amount of interest earned to date on amounts held in the General
Account under the Policy.
 
POLICY VALUE ADVANCES.  Policy Value Advances  will be paid  by Fortis  Benefits
starting  at the end of the seventh Policy year, if you have met certain Minimum
Premium payment requirements.  If allowed in  the state in  which the Policy  is
issued    these   advances   are   guaranteed.   Policy   Value   Advances   are
 
                                       6
<PAGE>
credited to the  Policy Value, but  are subject to  recovery by Fortis  Benefits
pursuant  to  subsequent daily  deductions.  See "Policy  Benefits--Policy Value
Advances." See Appendix C for Policy Value Advances in Oregon.
 
CASH VALUE BONUSES. Cash Value Bonuses will be paid by Fortis Benefits  starting
at  the end of the third Policy year if the Surrender Value is at least $25,000.
If allowed  in  the state  in  which the  Policy  is issued  these  bonuses  are
guaranteed. See "Policy Benefits--Policy Value Advances and Cash Value Bonuses."
 
SURRENDERS
 
A Policy may be surrendered at any time for all of its Surrender Value, and part
of  the Surrender Value may be withdrawn up  to once a year, generally after the
first Policy year. See "Surrender  and Partial Withdrawal." The Surrender  Value
is  the  Policy Value,  less the  amount  of the  Surrender Charge  (referred to
below), less the amount of  any outstanding Policy loan  and plus the amount  of
any  policy  loan interest  paid for  future  periods (see"Loan  Privileges"). A
partial withdrawal will reduce the  Policy's Face Amount on a  dollar-for-dollar
basis.
 
CHARGES
 
In  addition to Fortis Series' expenses, the following charges are imposed under
the Policies:
 
PREMIUM TAX  CHARGE. The  current premium  tax  charge is  2.2% of  all  premium
payments.  Rather  than being  deducted from  premium  payments, this  charge is
assessed through periodic deductions from Policy  Value, and any balance of  the
current  premium tax  charge may  be deducted  as part  of the  Surrender Charge
referred to below. Periodic deductions for  the current premium tax charge  will
not  exceed a daily deduction  at an annual rate of  .06124% of the Policy's net
assets in the  Separate Account.  See "Charges and  Deductions--Premium Tax  and
Sales Charges."
 
SALES  CHARGES. The maximum sales  charge is 7.5% of  premiums paid. Rather than
being deducted from premiums, this sales charge is assessed by a daily deduction
at an annual rate of .20876% of the Policy's net assets in the Separate Account.
Any remaining  balance of  the sales  charges may  be deducted  as part  of  the
Surrender Charge. See "Charges and Deductions--Premium Tax and Sales Charges."
 
SURRENDER CHARGE. The maximum Surrender Charge is the sum of any premium tax and
sales  charges not previously deducted on a daily basis, as described above. The
Surrender Charge (a) is  imposed only if  the Policy is  surrendered in full  or
lapses  before the  eleventh Policy  Anniversary and  (b) is  subject to certain
maximums that decrease over time.  See "Charges and Deductions--Premium Tax  and
Sales Charges."
 
ADDITIONAL  CHARGES AS A RESULT OF FACE  AMOUNT INCREASES. If you request a Face
Amount increase, the Policy will be subject to additional premium tax and  sales
charges.  These will  be imposed  at the same  rates and  in the  same manner as
described above for the similar charges in connection with the original  Policy.
See "Charges and Deductions--Premium Tax and Sales Charges."
 
DEDUCTIONS  TO RECOVER POLICY VALUE ADVANCES. Subject to certain conditions, you
will receive credits in the nature of Policy Value Advances starting at the  end
of the seventh Policy year. See "Policy Benefits--Policy Value Advances and Cash
Value Bonuses." If so, the amount of such credits may be recovered by imposing a
daily  deduction at  an annual rate  of .27% of  the Policy's net  assets in the
Separate Account. These deductions would continue until their cumulative  amount
equals  the cumulative amount of Policy  Value Advances actually credited to the
Policy. During any period when these  deductions are made to recover the  Policy
Value  Advances, there would  be no similar daily  deductions for sales expenses
and premium taxes discussed above. Once the amount of any Policy Value  Advances
had been fully recovered, the daily deductions for premium tax and sales charges
would  resume. In  no event  will a  deduction be  made to  recover Policy Value
Advances   if   no   such   credit    had   been   made.   See   "Charges    and
Deductions--Deductions to Recover Policy Value Advances."
 
MONTHLY DEDUCTION. The Policy Value will be reduced by a Monthly Deduction equal
to  the sum of (1) a monthly cost  of insurance charge, (2) while the Guaranteed
Death Benefit is in effect, a monthly charge for such guarantee in the amount of
$.01 per $1,000 of Face Amount in effect  on the date of the deduction, and  (3)
an  administrative expense charge,  currently $4.50 per  month. See "Charges and
Deductions-- Monthly Deduction  From Policy Value."  Fortis Benefits expects  to
derive no profit from the charges set forth in (3) above.
 
The  Policies  are underwritten  on  a simplified  issue  basis (less  than full
medical underwriting) up to $300,000 of Face Amount. For healthy individuals the
cost of insurance rates are higher  using this method of underwriting than  they
would otherwise be if full medical underwriting were utilized. Cost of Insurance
rates  for the  Policies are guaranteed  never to  be higher than  130% of those
based on the 1980 Commissioner's  Standard Ordinary Mortality Tables plus  $4.00
per thousand of Face Amount.
 
                                       7
<PAGE>
RISK  CHARGE. A daily charge at an annual  rate of .90% of the average daily net
assets attributable to Policies  in each Subaccount of  the Separate Account  is
imposed  to compensate Fortis  Benefits for its  assumption of certain mortality
and expense risks. See "Charges and Deductions--Charge for Mortality and Expense
Risks."
 
Subject to certain limitations,  the charge for cost  of insurance, the  monthly
administrative expense charge, the premium tax charge, and the amount of Minimum
Premiums may be increased in the future. Fortis Benefits also reserves the right
to  recover Policy Value  Advances and to  raise the current  premium tax charge
assessed through periodic deductions  to 2.5% and also  to deduct an  additional
premium  tax charge of up to 2.5% of  each premium payment and to impose charges
for other taxes that may be payable and are attributable to the policies. As  to
charges  that may be imposed or increased  in the future, see generally "Charges
and Deductions."
 
DEATH BENEFIT
 
The Policy provides for the payment of a benefit upon the death of the  insured.
The  death benefit is the  Face Amount of the Policy.  If greater than the death
benefit otherwise  payable, an  Alternative Death  Benefit equal  to a  multiple
(determined  by Age  at death)  of the  Policy Value  will be  paid. See "Policy
Benefits--Death Benefit." The death benefit payable will in any case be  reduced
by any outstanding Policy loan and any due and unpaid charges accrued during the
Grace Period.
 
Subject  to certain limitations  and conditions, you may  increase or, after the
first Policy year, decrease the Face Amount of the Policy. See "Changes in  Face
Amount."  Any  increase  in  the Face  Amount  requires  additional  evidence of
insurability satisfactory to Fortis  Benefits. An increase  in Face Amount  will
result  in additional charges. See "Premium  Tax and Sales Charges" and "Monthly
Deduction From  Policy  Value"  under  "Charges  and  Deductions."  A  requested
increase  in Face  Amount will also  increase the monthly  Minimum Premiums, See
"Minimum  Premiums"  under  "Payment  and  Allocation  of   Premiums--Premiums."
Decreases  in Face Amount result  in a decrease in  the monthly Minimum Premium.
See "Policy Benefits--Changes in Face Amount."
 
BENEFIT AT MATURITY
 
Unless you exercise an  option to extend  the maturity date  of the Policy,  the
Policy   matures   if   the  insured   reaches   Age  95.   See   "Other  Policy
Provisions--Option to Extend the  Maturity Date." When  the Policy matures,  the
Policy  Value, less the amount  of any outstanding Policy  loan, will be paid to
you, upon return of the Policy.
 
POLICY LOANS
 
You may borrow  up to 90%  of the difference  between the Policy  Value and  the
amount of any then-appli-
cable Surrender Charge. The interest rate credited on
loaned  amounts is 4%, and the interest rate  charged on loans is 6.10% per year
(5.66% per year in Massachusetts), payable in advance, except to the extent that
you may qualify for a
lower loan interest rate. See "Loan Privileges."
 
SETTLEMENT OPTIONS
 
Any amount payable on death of the insured or other termination of a Policy  may
be  received in cash or pursuant to one of several "settlement" options, at your
election or the beneficiary's election. See Appendix A--"Optional Income Plans."
 
TAXES
 
For federal income  tax purposes,  under current law,  Fortis Benefits  believes
that  gains in Policy Value resulting  from positive net investment returns will
not be taxed to you until such gains are distributed to you.
 
Policy loan  interest  generally  is  not  deductible  for  federal  income  tax
purposes.   In  addition,  certain  Policy  loans,  Policy  pledges,  or  Policy
assignments may constitute taxable distributions.
 
Also, certain  changes under  a Policy  (such  as changes  in Face  Amount,  and
perhaps  other changes)  partial withdrawals,  loans or  payment of  premiums in
excess of certain  amounts may have  significant tax consequences.  Accordingly,
you are strongly encouraged to consult competent tax advisers in this regard.
 
For  a brief discussion of these and  certain other tax implications of owning a
Policy, see "Federal Tax Matters."
 
RIGHT TO RETURN A POLICY
 
You may return the Policy  by delivery or by  mailing postmarked within 20  days
after  receipt (except where the Policy or  state law requires a longer period),
within 45 days after you sign the  application for insurance, or within 20  days
after  receipt of  a Notice  of Withdrawal Right,  whichever is  the latest, and
receive a  refund within  7 days.  The amount  refunded will  be the  amount  of
premiums  paid. See "Policy Benefits--Changes in  Face Amount" for a description
of similar rights to cancel any increases in Face Amount.
 
HOW TO EXERCISE YOUR RIGHTS UNDER A POLICY
 
To exercise rights under a Policy, you must follow the procedures stated in  the
Policy. To request a loan, surrender, or
 
                                       8
<PAGE>
partial  withdrawal, you must utilize forms prepared by Fortis Benefits for each
purpose; and it  is recommended  that Fortis Benefits'  forms also  be used  for
making  any other  change or  request. The forms  are available  from your sales
representative or from Fortis Benefits at  its Home Office: P.O. Box 64582,  St.
Paul, MN 55164, 1-800-800-2638, extension 3028. Should a request be received for
a  loan, surrender or partial  withdrawal that is not  on Fortis Benefits' form,
the proper form will be sent to you, and, in the case of a total surrender,  you
will  usually be contacted, as well. The completed forms, as well as any premium
payments, loan and interest payments,  and all other communications should  also
be submitted to Fortis Benefits' Home Office.
 
If  you have submitted a telephone authorization form which has been received by
Fortis Benefits, transfers of Policy Value may be made by telephone. The  number
to  call  for  this  purpose  is  1-800-800-2638,  extension  3028.  A Telephone
Authorization Form is attached  at the end of  this Prospectus. Fortis  Benefits
will  not be  responsible for,  and you will  bear the  risk of  loss from, oral
instructions, including fraudulent instructions which are reasonably believed to
be genuine.  We will  employ  reasonable procedures  to confirm  that  telephone
instructions  are genuine, but if such  procedures are not deemed reasonable, we
may be liable for any losses due to unauthorized or fraudulent instructions. Our
procedures are to  verify address and  social security number,  tape record  the
telephone  call,  and provide  written confirmation  of the  transaction. Fortis
Benefits reserves the  right to  modify, condition or  terminate this  telephone
privilege at any time without prior notice.
 
Fortis  Benefits reserves  the right  to require return  of the  Policy with any
request which  makes a  change  in the  Policy.  After effecting  the  requested
change,  Fortis  Benefits  will  deliver a  revised  Policy  to  you. Currently,
however, Fortis Benefits requires  the Policy to be  returned only on  maturity,
total  surrender or death of the insured. If you are unable to return the Policy
because it has  been lost or  destroyed, Fortis Benefits  will accept a  written
statement to that effect signed by you in lieu of return of the Policy.
 
Unless the context indicates otherwise, the foregoing Summary and the discussion
in the rest of this Prospectus assume that Net Cash Values are sufficient to pay
all charges deducted on Monthly Anniversaries and that no Policy loans have been
made.
 
THE SEPARATE ACCOUNT AND FORTIS SERIES FUND, INC.
 
THE SEPARATE ACCOUNT
 
The  Separate  Account,  which  is a  segregated  investment  account  of Fortis
Benefits, was established as Variable Account  C by Fortis Benefits pursuant  to
the  insurance laws of Minnesota  as of March 13,  1986. The Separate Account is
used to fund  the Policies,  as well as  certain other  variable life  insurance
policies issued by Fortis Benefits. The assets allocated to the Separate Account
are  the  property  of Fortis  Benefits.  Although  the Separate  Account  is an
integral part of Fortis  Benefits, the Separate Account  is registered with  the
Securities  and  Exchange  Commission  as  a  unit  investment  trust  under the
Investment Company  Act of  1940  ("1940 Act").  Registration does  not  involve
supervision  of  the  management  or investment  practices  or  policies  of the
Separate Account or of Fortis Benefits by the Commission.
 
All income, gains and losses, whether or not realized, from assets allocated  to
the  Separate Account  are credited to  or charged against  the Separate Account
without regard to other income, gains or losses of Fortis Benefits. Each  Policy
provides  that assets in the Separate Account representing reserves for variable
life insurance policies shall not be chargeable with liabilities arising out  of
any  other business  of Fortis  Benefits. Fortis  Benefits contributed  funds to
establish various Subaccounts of the Separate Account and Fortis Benefits or its
affiliated companies  may  accumulate  in the  Separate  Account  proceeds  from
charges  under the Policies and other amounts  in excess of the Separate Account
assets representing  Policy reserves.  Fortis  Benefits may  from time  to  time
transfer  to its general investment assets any Separate Account assets in excess
of amounts attributable to Policy reserves.
 
The assets in each Subaccount  are invested in a  distinct class (or series)  of
stock issued by Fortis Series, each representing a separate investment Portfolio
within  Fortis Series. New Subaccounts may be  added as new Portfolios are added
to Fortis Series and  made available to Policy  owners. Correspondingly, if  any
Portfolios are eliminated from Fortis Series, Subaccounts may be eliminated from
the Separate Account.
 
                                       9
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
 
The  information presented below reflects  the accumulation unit information for
subaccounts of the Separate Account through  December 31, 1994. Annual rates  of
return  reflect Fortis Series  Fund's expenses and  investment gains and losses.
They also reflect asset-based charges  against the Separate Account,  consisting
of the .90% mortality and expense risk charge and the .27% premium tax and sales
charge  and Policy  Value Advance recovery  charge. They do  not reflect current
policy fees nor the  cost of insurance or  Surrender Charges. (See "Charges  and
Deductions"  for a full description of  these charges). These charges reduce the
performance quoted. The example below shows the effect of the performance quoted
on death benefit and cash values.
 
        NET ANNUAL RATES OF RETURN FOR ACCUMULATION UNITS OF SUBACCOUNTS
<TABLE>
<CAPTION>
                                                                   CALENDAR YEAR
                                                                THROUGH DECEMBER 31
                              INCEPT   ---------------------------------------------------------------------
                               DATE     1987    1988     1989     1990     1991    1992     1993      1994
                                       ------   -----   ------   ------   ------   -----   -------   -------
<S>                           <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>       <C>
Aggressive Growth...........   5/94       N/A     N/A      N/A      N/A      N/A     N/A       N/A    -2.65%
International Stock.........   1/95       N/A     N/A      N/A      N/A      N/A     N/A       N/A       N/A
Global Growth...............   5/92       N/A     N/A      N/A      N/A      N/A     N/A    16.55%    -4.11%
Growth Stock................  10/86    10.03%   3.23%   34.94%   -4.23%   51.71%   1.78%     7.52%    -3.95%
Growth & Income.............   5/94       N/A     N/A      N/A      N/A      N/A     N/A       N/A     0.95%
Global Asset Allocation.....   1/95       N/A     N/A      N/A      N/A      N/A     N/A       N/A       N/A
Asset Allocation............   4/87       N/A   2.56%   22.25%    0.82%   26.16%   5.70%     8.51%    -1.47%
Global Bond.................   1/95       N/A     N/A      N/A      N/A      N/A     N/A       N/A       N/A
High Yield..................   5/94       N/A     N/A      N/A      N/A      N/A     N/A       N/A    -1.54%
Diversified Income..........   5/88       N/A     N/A   10.98%    7.60%   13.33%   5.83%    11.44%    -6.34%
U.S. Gov't Securities.......  11/86     0.43%   5.17%   11.74%    6.67%   13.03%   4.90%     8.18%    -7.54%
Money Market................  11/86     4.57%   5.54%    8.17%    6.61%    4.69%   2.15%     1.57%     2.70%
 
<CAPTION>
                                         THROUGH
                                    DECEMBER 31, 1994
                              ------------------------------   AVG SINCE
                              1 YEAR     3 YEAR     5 YEAR      INCEPT
                              -------   --------   ---------   ---------
<S>                           <C>       <C>        <C>         <C>
Aggressive Growth...........      N/A        N/A         N/A      -2.65 %
International Stock.........      N/A        N/A         N/A         N/A
Global Growth...............   -4.11%        N/A         N/A       8.05%
Growth Stock................   -3.59%      1.68%       8.84%      10.38%
Growth & Income.............      N/A        N/A         N/A       0.95%
Global Asset Allocation.....      N/A        N/A         N/A         N/A
Asset Allocation............   -1.47%      4.16%       7.58%       6.90%
Global Bond.................      N/A        N/A         N/A         N/A
High Yield..................      N/A        N/A         N/A      -1.54%
Diversified Income..........   -6.34%      3.37%       6.14%       6.70%
U.S. Gov't Securities.......   -7.54%      1.61%       4.81%       5.20%
Money Market................    2.70%      2.14%       3.53%       4.46%
</TABLE>
 
- --------------------------
VUL 100 was not offered for sale prior to June 15, 1994
 
Example: If a male insured age 45 had a Death Benefit Type A Policy, in which he
invested $10,000 annually in the Subaccount indicated, his life insurance Policy
would have provided the following benefits:
 
<TABLE>
<CAPTION>
                                                             ONE YEAR                         THREE YEARS
                                                  -------------------------------  ---------------------------------
                                                   POLICY    SURRENDER    DEATH      POLICY    SURRENDER     DEATH
                                                    VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
                                                  ---------  ---------  ---------  ----------  ----------  ---------
<S>                                               <C>        <C>        <C>        <C>         <C>         <C>
Aggressive Growth...............................        N/A        N/A        N/A         N/A         N/A        N/A
International Stock.............................        N/A        N/A        N/A         N/A         N/A        N/A
Global Growth...................................  $8,032.34  $7,083.93  $ 166,641         N/A         N/A        N/A
Growth Stock....................................  $7,972.11  $7,023.50  $ 166,641  $26,096.41  $24,096.72  $ 166,641
Growth & Income.................................        N/A        N/A        N/A         N/A         N/A        N/A
Global Asset Allocation.........................        N/A        N/A        N/A         N/A         N/A        N/A
Asset Allocation................................  $8,357.05  $7,409.15  $ 166,641  $27,846.32  $25,846.63  $ 166,641
Global Bond.....................................        N/A        N/A        N/A         N/A         N/A        N/A
High Yield......................................        N/A        N/A        N/A         N/A         N/A        N/A
Diversified Income..............................  $8,039.59  $7,091.14  $ 166,641  $27,135.30  $25,135.61  $ 166,641
U.S. Gov't Securities...........................  $7,964.81  $7,016.26  $ 166,641  $26,212.57  $24,212.88  $ 166,641
Money Market....................................  $9,010.72  $8,063.97  $ 166,641  $27,418.43  $25,418.74  $ 166,641
</TABLE>
 
                                       10
<PAGE>
 
<TABLE>
<CAPTION>
                                                         FIVE YEARS                         SINCE INCEPTION
                                              ---------------------------------  -------------------------------------
                                                POLICY    SURRENDER     DEATH       POLICY      SURRENDER      DEATH
                                                VALUE       VALUE      BENEFIT      VALUE         VALUE       BENEFIT
                                              ----------  ----------  ---------  ------------  ------------  ---------
<S>                                           <C>         <C>         <C>        <C>           <C>           <C>
Aggressive Growth...........................         N/A         N/A        N/A  $   9,174.14  $   8,218.88  $ 166,641
International Stock.........................         N/A         N/A        N/A           N/A           N/A        N/A
Global Growth...............................         N/A         N/A        N/A  $  28,881.24  $  26,881.55  $ 166,641
Growth Stock................................  $53,908.96  $50,475.24  $ 269,072  $ 115,723.74  $ 112,487.02  $ 325,792
Growth & Income.............................         N/A         N/A        N/A  $   9,142.66  $   8,187.66  $ 166,641
Global Asset Allocation.....................         N/A         N/A        N/A           N/A           N/A        N/A
Asset Allocation............................  $52,683.70  $49,355.83  $ 261,551  $  94,441.29  $  91,077.88  $ 317,023
Global Bond.................................         N/A         N/A        N/A           N/A           N/A        N/A
High Yield..................................         N/A         N/A        N/A  $   9,055.56  $   8,100.41  $ 166,641
Diversified Income..........................  $49,311.96  $46,010.14  $ 259,650  $  74,901.91  $  71,553.89  $ 298,091
U.S. Gov't Securities.......................  $46,996.56  $43,756.76  $ 255,220  $  94,043.20  $  91,209.46  $ 300,708
Money Market................................  $47,204.18  $44,135.08  $ 243,027  $  90,817.45  $  87,619.32  $ 323,551
</TABLE>
 
Assumes minimum  face increases  to prevent  premiums from  violating TEFRA  and
TAMRA guidelines.
 
These  benefits will  differ for other  insureds. They will  differ according to
differences in investment allocation, premium  timing and amount, death  benefit
amount as well as Age and sex of the Insured. Because the Policies are insurance
policies,  actual performance  should always be  considered in  context with the
level of death benefit and cash values.
 
The performance data is historical; future performance will vary.
 
FORTIS SERIES FUND, INC.
 
Fortis Series is a  "series" type of  mutual fund which  is registered with  the
Securities   and  Exchange  Commission  as  a  diversified  open-end  management
investment company  under  the  1940  Act.  Fortis  Series  has  served  as  the
investment  medium for the Separate Account since the Separate Account commenced
operations. Fortis Series is also an investment medium for Variable Account D of
Fortis Benefits, through which variable  annuity contracts are issued.  Although
Fortis Benefits does not foresee any material conflicts between the interests of
Policy  owners and  variable annuity  contract owners,  Fortis Series'  Board of
Directors will monitor  to identify any  material irreconcilable conflicts  that
may  develop and to determine what action,  if any, should be taken in response.
If it  becomes necessary  for any  separate  account to  replace shares  of  any
Portfolio   with  another  investment,  the  Portfolio  may  have  to  liquidate
securities on a disadvantageous basis.
 
Fortis Benefits  purchases and  redeems Fortis  Series shares  for the  Separate
Account  at  their  net asset  value  without  the imposition  of  any  sales or
redemption charges. Such shares represent interests in the Portfolios of  Fortis
Series,  each of  which corresponds  to one of  the Subaccounts  of the Separate
Account. Any dividend or  capital gain distributions  received from a  Portfolio
that are attributable to Policies will be reinvested in shares of that Portfolio
at  net asset value as of the date paid. Such distributions will have the effect
of reducing the net asset  value of each share  of the Portfolio and  increasing
the  number of Portfolio shares outstanding.  However, the total Policy Value in
the  corresponding  Subaccount  will  not  change  as  a  result  of  any   such
distribution.
 
Fortis Series' Portfolios are the Aggressive Growth, International Stock, Global
Growth,  Growth  Stock,  Growth  and  Income,  Global  Asset  Allocation,  Asset
Allocation,  High  Yield,  Global  Bond,  Diversified  Income,  U.S.  Government
Securities  and Money Market Series. A full description of the Portfolios, their
investment policies  and restrictions,  their charges,  the risks  attendant  to
investing  in them, and  other aspects of  their operations is  contained in the
prospectus for Fortis Series accompanying the Prospectus and in the Statement of
Additional Information referred to therein. The complete risk disclosure in  the
Prospectus  for the High  Yield Series, the Global  Asset Allocation Series, the
Asset Allocation Series and the Diversified Income Series should be read  before
selection of them for Policy investment.
 
POLICY BENEFITS
 
DEATH BENEFIT
 
As  long as the Policy remains in force, Fortis Benefits will, upon due proof of
the insured's death and return of the Policy, pay the insurance proceeds of  the
Policy to the named beneficiary. Fortis Benefits will pay interest from the date
of  death to the date of commencement of any optional income plan or to the date
of distribution at  a minimum  of 3 1/2%  per annum.  See Appendix  A--"Optional
Income Plans."
 
                                       11
<PAGE>
The  insurance proceeds  are (1)  the Death  Benefit, minus  (2) any outstanding
Policy loan and any due and unpaid charges accruing during a Grace Period,  plus
(3) any loan interest you paid for periods beyond the date of death.
 
DEATH BENEFIT. The Death Benefit is the greater of the Face Amount of the Policy
or the Alternative Death Benefit. The Alternative Death Benefit is a multiple of
the Policy Value at the date of death as set forth in the table below.
 
<TABLE>
<CAPTION>
AGE OF INSURED     MULTIPLE OF
   AT DEATH       POLICY VALUE
<S>              <C>
  40 or less              2.50
      45                  2.15
      50                  1.85
      55                  1.50
      60                  1.30
      65                  1.20
      70                  1.15
      75                  1.05
      80                  1.05
      85                  1.05
      90                  1.05
      95                  1.00
</TABLE>
 
For Ages not listed, the progression between the listed Ages is constant.
 
CHANGES IN FACE AMOUNT
 
INCREASE.  You may at any time increase the  Face Amount of a Policy, subject to
the conditions discussed below.
 
The minimum Face Amount increase is currently $5,000, and all other requirements
are as if the increase were a  separate Policy. Increases in Face Amount may  be
made  only if the Surrender Value after the increase is large enough to cover at
least the Monthly  Deduction for the  Policy month following  the increase.  Any
increase  may require that  additional evidence of  insurability be submitted to
Fortis Benefits.  Fortis  Benefits reserves  the  right to  establish  different
maximum or minimum amounts for future Face Amount increases.
 
Following a Face Amount increase requested by the Policy owner, additional sales
charges  will be applicable. See "Charges  and Deductions--Premium Tax and Sales
Charges." An increase  in Face  Amount also  will increase  the monthly  Minimum
Premium  and the Guaranteed  Death Benefit charge.  See "Minimum Premiums" under
"Payment and Allocation of Premiums--Premiums."
 
You may  cancel the  Face  Amount increase.  The  cancellation request  must  be
delivered  or mailed to Fortis Benefits by  letter postmarked (1) within 20 days
after receipt  of a  Policy  schedule amendment  reflecting any  requested  Face
Amount increase, (2) within 45 days after the Policy change application for such
increase  is  signed,  or  (3) within  10  days  after receipt  of  a  Notice of
Withdrawal Right,  whichever  is  latest.  Upon  such  a  cancellation,  Monthly
Deductions  arising  from the  increase  are credited  to  the Policy  Value. No
premiums paid will be refunded, except that Fortis Benefits will promptly refund
premiums to  the extent  necessary to  cure any  violation of  the then  current
maximum  premium limitations under Section 7702  of the Internal Revenue Code of
1986,   as   amended   (the   "Code").   See   "Payment   and   Allocations   of
Premiums--Premiums."  The Surrender Charge and  the monthly Minimum Premium will
be adjusted to the level they would have been in the absence of the Face  Amount
increase.
 
DECREASE.  After the first Policy  year, you may request  a decrease in the Face
Amount of the  Policy. The Face  Amount remaining in  force after any  requested
decrease  may not be less  than $25,000. No decrease in  the Face Amount will be
permitted if  it would  result in  any  violation of  the then  current  maximum
premium limitations under Section 7702 of the Code.
 
EFFECTIVE  DATE. Any Face  Amount increase or decrease  will become effective on
the Monthly Anniversary  on or next  following (1)  the Date of  Receipt of  the
request or (2) if evidence of insurability is required, the date Fortis Benefits
approves  the request. Nevertheless,  there will be  no insurance coverage under
any change in Face Amount, unless, at the time of delivery of a Policy  schedule
amendment  reflecting the  change in benefits,  the insured's  health remains as
stated in the application for the change.
 
Commencing on its effective date, a change  in the Face Amount will also  affect
your  monthly cost  of insurance charge.  This in  turn can affect  the level of
subsequent Policy Values.
 
POLICY VALUE
 
The Total Policy  Value at  any time  is the  sum of  the Policy  Values in  the
General  Account (see "Loan  Privileges" and Appendix  D--"The General Account")
and the Subaccounts of the Separate Account at such time.
 
The Policy  Value in  the Separate  Account  may increase  or decrease  on  each
Valuation  Date, depending on  the investment return  of the chosen Subaccounts.
See "Separate Account Net Investment  Return," below. "Valuation Dates" are  all
business days, except, with respect to any Subaccount, days on which the related
Fortis Series Portfolio does not value its shares. Valuations for any date other
than a Valuation Date will be determined as of the next Valuation Date.
 
                                       12
<PAGE>
POLICY VALUE ADVANCES AND CASH VALUE BONUSES
 
POLICY  VALUE ADVANCES. A Policy may  be eligible for a credit  in the form of a
Policy Value Advance starting on the last day of the seventh Policy year.  These
credits  are subject to  recovery by Fortis Benefits  pursuant to the deductions
described below.
 
Eligible Policies will receive a Policy Value Advance only if, as of the date of
the credit, the cumulative amount of premiums  paid to date, less the amount  of
any  outstanding Policy loans and cumulative partial withdrawals at least equals
the cumulative monthly  Minimum Premiums.  For purposes of  meeting the  premium
payment requirement at the end of the seventh Policy year, premium payments made
during  that year in excess of 36 times the monthly Minimum Premium at that time
will be disregarded. If the  premium requirement is not  met for any credit,  no
further Policy Value Advances will be paid.
 
For  eligible Policies, Fortis Benefits currently intends  to pay, at the end of
the seventh Policy year, and at the end of each subsequent Policy year prior  to
the  insured's Age  95, a  percentage (specified  below) of  the average monthly
Minimum Premium to date under the  Policy (calculated without regard to the  $25
minimum), times 12.
 
                       POLICY VALUES ADVANCE PERCENTAGES
 
<TABLE>
<CAPTION>
POLICY YEAR    PERCENTAGES
- -----------  ----------------
<S>          <C>
7                       2%
8                       6%
9 and later            10%
to Age 95
</TABLE>
 
Policy  Value Advances are guaranteed only to the extent allowed by the state in
which the Policy is issued.
 
The operation of the Policy Value Advances is further explained in Appendix B at
the end of this Prospectus and in the illustrations contained therein.
 
In Oregon, state  law requirements  mandate certain  changes in  the way  Policy
Value  Advances  are  credited  to  Policies which  are  issued  in  that state.
Therefore, the conditions,  limitations and  guarantees discussed  above do  not
apply  to such Policies. For a description of Policy Value Advances for policies
issued in Oregon, please see Appendix C.
 
Policy Value  Advances are  subject to  recovery by  Fortis Benefits  over  time
pursuant  to subsequent  daily deductions.  Accordingly, a  Policy Value Advance
somewhat resembles an interest-free loan credited  to the Policy. The amount  of
such  deductions, however, may be  less than (and will  never exceed) the actual
amount of Policy Value Advances, irrespective  of any return that may be  earned
thereon  in the  Separate Account  or in the  General Account.  Also, during any
period when deductions  are being  made to  recover Policy  Value Advances,  the
similar  deductions  for premium  tax and  sales charges  will be  suspended, as
discussed  under  "Charges  and  Deductions--Premium  Tax  and  Sales  Charges."
Therefore,  Policy Value  Advances provide  you an  opportunity to  accumulate a
greater amount of Policy Value than you otherwise would have.
 
Policy Value Advances are designed to encourage you to retain your Policy and to
make Minimum Premium payments for a substantial period of time, by offering  you
a  potential economic  benefit for  doing so.  In general,  Fortis Benefits also
expects to  derive  an  economic  benefit to  the  extent  the  Policies  remain
outstanding and Minimum Premiums continue to be paid.
 
CASH VALUE BONUSES. Fortis Benefits will credit Cash Value Bonuses at the end of
the  third Policy year,  and at the end  of every Policy  year thereafter to the
Policy Anniversary when the insured reaches Age 95, as set forth below:
 
<TABLE>
<CAPTION>
                                          BONUS AS A PERCENT OF
                                           SURRENDER VALUE AT
                                                 END OF
           SURRENDER VALUE ON                 POLICY YEARS
             DATE OF BONUS                     7 AND LATER
- ----------------------------------------  ---------------------
<S>                                       <C>
Less than $25,000.......................             .00%
$25,000 to $149,999.....................             .50%
$150,000 or more........................             .60%
</TABLE>
 
Cash Value Bonuses are  guaranteed only to  the extent allowed  by the state  in
which the Policy is issued.
 
ALLOCATION  AND EFFECTS. Any Policy  Value Advance and Cash  Value Bonus will be
allocated among the General Account and the Subaccounts of the Separate  Account
on  a Pro Rata Basis. Following such  allocation, these amounts will be credited
with investment  performance and  otherwise be  treated the  same as  any  other
amounts allocated to the Subaccounts or the General Account, as the case may be.
Policy  Value Advances  and Cash  Value Bonuses will  result in  reduced cost of
insurance charges. Conversely, the above-mentioned deductions to recover  Policy
Value Advances will reduce the Policy Value.
 
Also,  like any other increase  in Policy Value, Policy  Value Advances and Cash
Value Bonuses, if  allocated to  the Separate Account,  will be  subject to  the
generally  applicable  mortality  and  expense  risk  charge  and  Fortis Series
expenses. These asset-based  charges are, in  effect, amounts that  you pay  for
investing assets attributable to Policy Value Advances and Cash Value Bonuses in
the Separate Account.
 
                                       13
<PAGE>
There  is no  assurance that Separate  Account investment  performance earned on
Policy Value Advances,  which are subject  to recovery as  described above,  and
Cash Value Bonuses will be sufficient to offset these charges. This would depend
to  some extent on the timing of the Policy Value Advances and of any deductions
to recover them  as well  as the  timing of  Cash Value  Bonuses, because  these
factors indirectly determine the amount of return that would be credited. If you
wish  to avoid the risk of not earning a rate of return greater than the rate of
asset-based charges  you  can  allocate amounts  attributable  to  Policy  Value
Advances  and Cash Value Bonuses to  Fortis Benefits' General Account. You would
also have  a considerable  degree  of assurance  in  this regard  by  allocating
amounts  attributable to  Policy Value  Advances and  Cash Value  Bonuses to the
Money Market Subaccount of the Separate Account.
 
CALCULATION OF SEPARATE ACCOUNT POLICY VALUE
 
On each Valuation Date, the Policy Value in a Subaccount of the Separate Account
will be:
 
    (1) The cumulative amount of premiums allocated to the Subaccount; plus
 
    (2) The amount of all Policy Value Advances and Cash Value Bonuses  credited
        to  the Subaccount (see "Policy Benefits--Policy Value Advances and Cash
        Value Bonuses"); plus
 
    (3) All amounts transferred  to the Subaccount from  the General Account  or
        from another Subaccount; minus
 
    (4) Any amounts transferred from the Subaccount to the General Account or to
        another Subaccount; minus
 
    (5) Any partial withdrawal from the Subaccount; minus
 
    (6)  The amount of any daily deductions for premium tax and sales charges or
        to recover Policy Value  Advances (see "Premium  Tax and Sales  Charges"
        and  "Deductions to  Recover Policy  Value Advances"  under "Charges and
        Deductions") allocated to the Subaccount; minus
 
    (7) The  portion  of the  cumulative  Monthly Deductions  allocated  to  the
        Subaccount  (see "Charges and Deductions--Monthly Deductions From Policy
        Value"); plus
 
    (8) The cumulative net investment return (discussed below) on the amount  of
        Policy Value in the Subaccount from time to time.
 
The Policy's total Policy Value in the Separate Account is the sum of the Policy
Values in each Subaccount, which have no guaranteed minimum.
 
SEPARATE ACCOUNT NET INVESTMENT RETURN
 
The  net asset value  for each Fortis  Series Portfolio is  determined as of the
close of  regular trading  on the  New  York Stock  Exchange ("NYSE"),  on  each
Valuation   Date.  The  net  investment  return  for  each  Subaccount  and  all
transactions and calculations with respect to  the Policies as of any  Valuation
Date are determined as of that time.
 
Each  Subaccount is credited with  a rate of net  investment return equal to its
gross rate  of  investment return  during  each  Valuation Period  less  (1)  an
adjustment for the Separate Account's charge for mortality and expense risks (at
an  annual rate of .90%) and (2) a  charge for Fortis Benefits' income taxes, if
any  such  tax  charge  becomes  necessary  in  the  future  (see  "Federal  Tax
Matters--Taxation   of  Fortis  Benefits").  Each  Subaccount's  gross  rate  of
investment return during a Valuation Period is the rate of increase or  decrease
in  the per share net asset value of the underlying Fortis Series Portfolio over
the Valuation  Period,  adjusted  upward  to take  appropriate  account  of  any
dividends or distributions paid by the Portfolio during this period.
 
A  "Valuation  Period" is  the period  between  two successive  Valuation Dates,
commencing at the close of  regular trading on the  NYSE on each Valuation  Date
and  ending at the close  of regular trading on the  NYSE on the next succeeding
Valuation  Date.  Depending  primarily  on  the  investment  experience  of  the
underlying  Portfolio, a Separate Account Subaccount's net investment return may
be either positive or negative during a Valuation Period. Subject to  applicable
legal  requirements, Fortis Benefits  reserves the right to  change the times of
day when values under a Policy are determined.
 
PAYMENT AND ALLOCATION OF PREMIUMS
 
ISSUANCE OF A POLICY
 
Individuals wishing to purchase a Policy must complete an application which will
be sent to Fortis  Benefits' Home Office. Currently  the minimum Face Amount  of
insurance  for which a Policy may be  issued is $25,000. The maximum face amount
that can  be  issued  per  $1,000 of  annualized  planned  periodic  premium  is
determined  by a  schedule set  out in  Appendix E.  A Policy  will generally be
issued to insureds Age 21-65 who supply evidence of insurability satisfactory to
Fortis  Benefits.  Acceptance  is  subject  to  Fortis  Benefits'   underwriting
guidelines and Policy approval procedures. Any
 
                                       14
<PAGE>
premium  payments  for  a  Policy  that  never  goes  into  effect,  or  that is
subsequently revoked, will be returned without interest.
 
If the proposed insured meets certain health requirements, Fortis Benefits  will
issue  temporary term life insurance to cover  the period before the Policy goes
into effect. Temporary  insurance will  be issued  only if  the initial  premium
payment has been paid with the application and the amount of temporary insurance
coverage  will  not  exceed $100,000  under  all applications  for  the proposed
insured pending with  Fortis Benefits  and any  other insurers.  If a  temporary
insurance  benefit is paid, a premium for  the amount of temporary coverage from
the date of its issue to the  date of death will be charged. Temporary  coverage
is  subject to certain  other conditions, and  is for a  maximum of ninety days.
Except as otherwise provided in any temporary insurance agreement, there will be
no insurance coverage under a Policy unless at the time the Policy is  delivered
the insured's health is the same as stated in the application.
 
The  Policy Date is the date used  to determine Policy Anniversaries and Monthly
Anniversaries, regardless of when  the Policy is delivered.  The Policy Date  is
also  when  Monthly  Deductions  commence.  When  temporary  insurance  has been
provided, the Policy Date will ordinarily be the date of the application, except
that if that date  is the 29th through  the 31st of any  month, the Policy  Date
will  be  the first  of the  next month.  When no  temporary insurance  has been
provided, the  Policy  Date will  ordinarily  be  the date  the  application  is
approved,  except that if that  date is the 29th through  31st of any month, the
Policy Date will be the first of the next month. A later Policy Date will result
in monthly deductions being  taken out later and  investment performance on  any
premium  payment being  reflected in the  Separate Account  later. A prospective
purchaser may request a Policy Date later than that which otherwise would apply,
subject to  Fortis Benefits'  current administrative  policies. No  interest  or
other  return on  premium payments  will be credited  prior to  the Policy Date,
however.
 
Notwithstanding the  general  procedures  outlined  above,  the  purchaser  may,
subject  to Fortis Benefits' current administrative policies and state insurance
law requirements, request a Policy Date up  to six months prior to the date  the
Policy  is issued, for  the purpose of  preserving a younger  Age of the insured
person under the Policy. In many cases,  a younger Age will result in a  smaller
monthly  Minimum  Premium, lower  cost of  insurance  rates and  lower Surrender
Charges. An earlier Policy  Date will also result  in a correspondingly  earlier
commencement  of Monthly Deductions. If an earlier Policy Date is requested, all
monthly Minimum Premiums commencing with that  date, plus the amount of  initial
premium payment that otherwise would be required, must be paid before the Policy
will be issued.
 
In  other  cases, unless  otherwise requested,  if  the person's  birthday falls
between the date  of an application  and the  date the Policy  is approved,  the
Policy Date will generally be set early enough to preserve the younger Age.
 
PREMIUMS
 
PAYMENT  OF PREMIUMS. At the time of Policy  issuance, you must pay at least the
initial amount under a Planned Periodic Premium payment schedule you  establish.
The  minimum annualized planned  premium is $900.00 below  age 30, $1,400.00 for
ages 31-40, $2,100.00 for ages 41-50, $2,400.00 for ages 51-60 and $2,800.00 for
ages above  60. The  initial  premium payment  must  cover all  monthly  Minimum
Premiums  from the  Policy Date  to the next  billing date,  generally after the
Policy is  mailed for  delivery, and  must be  paid before  a Policy  will  take
effect.  If the Planned Periodic  Premium is paid monthly,  at least two months'
Planned Periodic Premiums must be paid.
 
Subject to Fortis Benefits'  guidelines, you will  determine a Planned  Periodic
Premium  schedule that provides  for the payment of  level premiums at specified
intervals for the life of the Policy. (If desired, these may be paid by means of
automatic  monthly  drafts  on  your  checking  account.)  Some   broker/dealers
distributing  the Policy may offer cash management or financial service accounts
where amounts may be  held in a money  market mutual fund. If  you have such  an
account, subject to such distributor's approval, planned premium payments may be
paid  from such account. If you elect to make planned premium payments from such
an account,  these  will be  deducted  automatically  from the  account  by  the
distributor  and paid to Fortis Benefits. To  participate in such an account and
to make payments from such accounts,  you must satisfy any criteria  established
by the distributor for such accounts. In addition, if the distributor terminates
these services in the future, you will no longer be able to make planned premium
payments in this manner. You are not required to pay premiums in accordance with
the Planned Periodic Premium schedule, except to the extent described above with
respect to the initial premium payment. THE PAYMENT OF PLANNED PERIODIC PREMIUMS
WILL  NOT GUARANTEE THAT THE  POLICY REMAINS IN FORCE.  Instead, the duration of
the Policy  depends upon  the Net  Cash Value.  See "Payment  and Allocation  of
Premiums-- Policy Lapse and Reinstatement."
 
Subject  to the  limitations described  below, you  may make  additional premium
payments at any time in any amount.
 
                                       15
<PAGE>
The total of all premiums paid may never exceed the then current maximum premium
limitations under Section 7702  of the Code.  If at any time  a premium is  paid
that  would  result  in  any  violation  of  the  then  current  maximum premium
limitations, Fortis Benefits will accept only  that portion of the premium  that
will  make  total premiums  equal to  the limit.  Fortis Benefits  will promptly
refund any such excess, unless you direct otherwise. Any amount so refunded will
include any  positive net  investment performance  attributable to  such  amount
prior  to refund. The amount of any positive net investment performance refunded
will constitute ordinary income to you for federal income tax purposes.
 
Fortis Benefits reserves the right to impose additional limits on the number  or
amount  of  premium  payments. Fortis  Benefits  currently has  no  intention of
imposing such limits except when the Alternative Death Benefit is in effect. See
"Policy Benefits--Death Benefit."
 
GUARANTEED DEATH BENEFIT. A  Policy is guaranteed  not to lapse  if, as of  each
Monthly  Anniversary, the cumulative  amount of premiums paid  to date, less the
amount of any outstanding Policy loans and cumulative partial withdrawals  taken
by  you,  at  least equals  the  cumulative monthly  Minimum  Premiums, assuming
regular payment of such  Minimum Premiums commencing on  the Policy Date and  on
each  Monthly Anniversary thereafter, including the current Monthly Anniversary.
This guarantee will be for the lesser of 12 years from the Policy Date or  until
Age 65 (or for 5 years if over Age 60 at issue).
 
If,  on any  Monthly Anniversary,  the Minimum  Premiums necessary  to keep this
Guaranteed Death Benefit in force have not been paid, Fortis Benefits will  send
you  a notice of  the minimum amount  required to be  paid. The Guaranteed Death
Benefit will terminate if at  least this amount is not  paid, or if the Date  of
Receipt  by Fortis  Benefits of  this amount  is not  prior to  the next Monthly
Anniversary. Any Grace Period  under the Policy will  end on the date  otherwise
provided  in the Policy,  but in no  event earlier than  the Monthly Anniversary
following lapse  of the  Guaranteed  Death Benefit.  Once the  Guaranteed  Death
Benefit terminates, it may not be reinstated.
 
The monthly charge for the Guaranteed Death Benefit is $.01 per thousand dollars
of  Face Amount in effect  under the Policy. The initial  charge is set forth in
the Policy  schedule. A  subsequent increase  or decrease  in Face  Amount  will
result in an increase or decrease, respectively, in the level of charges for the
Guaranteed  Death  Benefit. The  new charges  will  be set  forth in  the Policy
schedule amendment  delivered  following any  change.  If the  Guaranteed  Death
Benefit  terminates for any reason, the charge for it will terminate at the same
time.
 
MINIMUM PREMIUMS.  The monthly  Minimum  Premium with  respect  to a  Policy  or
benefit  change is  the estimated monthly  premium payment which  would keep the
Policy (or benefit change) in  force until the insured  reaches Age 95 based  on
(1)  the insured's then-current  Age and sex and  (2) reasonable assumptions for
interest, costs of insurance, and other charges. The smallest Minimum Premium is
$25. Monthly Minimum  Premiums are  used to  determine the  availability of  the
Guaranteed  Death Benefit, and  Policy Value Advances.  Monthly Minimum Premiums
(calculated without the $25 limit) are used to determine the anticipated  amount
of Policy Value Advances. Each of these matters is discussed elsewhere in detail
in  this Prospectus.  Fortis Benefits reserves  the right to  change the monthly
Minimum Premium, although any such change would affect only subsequent increases
in the monthly  Minimum Premium due  to changes  in benefits. Also,  the sum  of
twelve monthly Minimum Premiums for the initial Policy or any change in benefits
will  never  exceed the  "Guideline Annual  Premium" for  the Policy  or change,
respectively. The "Guideline  Annual Premium"  is the amount  of annual  premium
which  would be necessary  to provide the  benefits under the  Policy or benefit
change, including benefits under riders, until Age 95, assuming a net investment
return of 4% per annum,  cost of insurance charge  deductions based on the  1980
Commissioners  Standard Ordinary Mortality Tables,  and other expense charges at
applicable levels under the Code.
 
Starting with the Monthly Anniversary when any Face Amount increase you  request
becomes effective, the monthly Minimum Premium will include an additional amount
attributable to the increase above the Face Amount on which the previous monthly
Minimum Premium was computed.
 
Starting  with the Monthly Anniversary when any Face Amount decrease you request
becomes effective, the  monthly Minimum  Premium will  be reduced  by an  amount
attributable to the decrease below the Face Amount on which the previous monthly
Minimum  Premium was computed. (The Monthly  Minimum Premium will not be reduced
for any prior periods,  however.) If there have  been no Face Amount  increases,
the  decrease in any subsequent monthly Minimum  Premium will be (1) the monthly
Minimum Premium before  the change, multiplied  by (2) the  proportion that  the
decrease represents of the Face Amount before the change. If there have been any
Face  Amount increases, the  decrease will be  deemed to reduce  the most recent
increase first.
 
                                       16
<PAGE>
The initial monthly Minimum Premium that must be paid to ensure the availability
of the Guaranteed Death Benefit, and any Policy Value Advances, is set forth  in
the  Policy schedule included in the  Policy. Any increased or decreased monthly
Minimum Premium  for these  purposes will  be  set forth  in a  Policy  schedule
amendment delivered to you following the change.
 
ALLOCATION OF PREMIUMS AND POLICY VALUE
 
ALLOCATION  OF  PREMIUMS. In  the  application for  a  Policy, you  indicate the
initial allocation of premiums among the General Account and the Subaccounts  of
the  Separate Account. (As discussed below,  this allocation will generally take
effect 20 days following  the date the  Policy is mailed  for delivery to  you.)
Allocation  percentages must be in whole  numbers. You may change the allocation
of future  premiums without  charge at  any time  (other than  during any  Grace
Period)  by submitting a written request in a form acceptable to Fortis Benefits
at its Home Office. The  change will be effective as  of the Date of Receipt  of
such form.
 
The first premium payment will be allocated automatically to the General Account
as  of the later of the  Policy Date or Date of  Receipt, and, assuming a Policy
goes into effect, will earn a return from that date. Any other premiums will  be
allocated  to the General Account as of the later of the Policy Date or the Date
of Receipt. These payments will be  held in the General Account generally  until
the  twentieth day after the policy is  mailed for delivery. Then, all premiums,
plus any  other  amounts previously  earned  in  the General  Account,  will  be
re-allocated  among the General  Account and the  Subaccounts in accordance with
the  premium  allocation  percentage  established  by  you.  (If  you  have  not
established such an allocation, the General Account will continue to be used.)
 
Each  premium  payment  accepted  after this  reallocation  is  credited  to the
Subaccounts or General Account as of the Date of Receipt. There is an  exception
to  this  rule,  however, with  respect  to  any premium  payments  as  to which
underwriting  requirements  apply   or  where  Fortis   Benefits  obtains   your
authorization  to delay acceptance of the  premium until permitted under Section
7702 of the Code. In such cases,  the premium is held in a non-interest  bearing
account  until it is allocated  to the Subaccounts or  General Account as of the
later of the Date of  Receipt of the premium or  the date of acceptance of  such
premium by Fortis Benefits.
 
POLICY  VALUE TRANSFERS. After  the initial allocation  of premium has occurred,
and subject to the  limitations described below, you  may transfer Policy  Value
between  the General  Account and  the Subaccounts  of the  Separate Account and
among the Subaccounts, except during any Grace Period.
 
Transfers from the General  Account to the Separate  Account are limited to  one
transfer in each Policy year which currently may not be for more than 50% of the
General  Account Policy Value at  the date of transfer  (excluding the amount of
any General Account Policy Value attributable to Policy loans). However, if  the
unloaned  General Account  Policy Value  at the  date of  transfer is  less than
$1,000, you may transfer the entire unloaned balance from the General Account to
the Separate Account. Fortis Benefits reserves the right to review these  limits
on an annual basis and, subject to the limits in the Policy, to reduce them.
 
Fortis  Benefits will determine all  values in connection with  a transfer as of
the Date  of  Receipt  of the  transfer  request.  Fortis Benefits  may  in  its
discretion  permit  a  continuing  request for  transfers  of  specified amounts
automatically on  a  periodic  basis.  Fortis Benefits  reserves  the  right  to
restrict  the number  and amount  of transfers,  but currently  has no  plans to
impose any such restrictions. At least four transfers per Policy year among  the
Subaccounts  or to the General Account will always be permitted. Fortis Benefits
will give you advance notice of any such restrictions.
 
Transfers are not taxable under current law. Except as discussed below, transfer
requests must be in writing, in  a form acceptable to Fortis Benefits.  Although
it currently has no plans to do so, Fortis Benefits may impose a charge of up to
$25  on  transfers.  Any  such  charge  would  be  designed  only  to  cover the
administrative cost of effecting transfers. Telephone transfers may be made if a
telephone authorization form  has been received.  See "Summary--How to  Exercise
Your Rights Under a Policy."
 
In no event will Fortis Benefits restrict or prohibit any transfer of all Policy
Value  to the  General Account within  60 days  after you receive  notice of any
material change in a Portfolio's investment policy. Nor will any transfer charge
be imposed on such transfers, except that a charge may be imposed subsequent  to
the first full transfer after a change in investment policy.
 
LIMITATION.  Under the Policy, Fortis Benefits reserves the right to control the
amount of any assets in any investment alternative. Pursuant to this  authority,
Fortis  Benefits has established the following administrative procedures for the
protection of  the interest  of all  investors participating  in Fortis  Series'
Portfolios: you may not invest, allocate, transfer or exchange Policy Value into
any  Subaccount if the value allocated to  that Subaccount under the Policy (and
under any other insurance or annuity contract directly or indirectly  controlled
by the same person, jointly or individually) would
 
                                       17
<PAGE>
immediately   thereafter  equal  25%  or  more  of  the  related  Fortis  Series
Portfolio's net  assets. Fortis  Benefits  reserves the  right to  modify  these
procedures at any time.
 
POLICY LAPSE AND REINSTATEMENT
 
LAPSE.  A Policy may lapse  if the Net Cash Value  on any Monthly Anniversary is
insufficient to pay the  Monthly Deduction. The "Net  Cash Value" is the  Policy
Value  less any outstanding Policy loan, plus  any loan interest paid for future
periods. Fortis Benefits will notify you and  any assignee of record of any  Net
Cash  Value shortfall unless the  Guaranteed Death Benefit is  in effect. If the
Guaranteed Death Benefit is  in effect, we will  still send the notification  if
the  Minimum Premium payment requirement has not been met. See "Guaranteed Death
Benefit" under "Payment and Allocation  of Premiums--Premiums," above. You  will
have  a Grace Period of 61 days to make a premium payment sufficient to cover at
least the amount of such shortfall, plus any additional Monthly Deductions until
the end of the  Grace Period. Failure  to make a  sufficient payment within  the
Grace  Period  will  result in  termination  of  the Policy,  with  no remaining
Surrender Value,  except  to  the  extent otherwise  provided  pursuant  to  the
Guaranteed Death Benefit.
 
If the insured dies during the Grace Period, the insurance proceeds payable will
be  the Death Benefit in effect immediately  prior to entering the Grace Period,
but any due and unpaid Monthly Deductions will be deducted from the proceeds.
 
REINSTATEMENT. A lapsed Policy may be  reinstated at any time within five  years
after the end of the Grace Period and before the maturity date by submitting the
following items to Fortis Benefits: (1) a written application for reinstatement;
(2)  evidence of  insurability satisfactory  to Fortis  Benefits; (3)  a premium
that, net of  any charge  that Fortis  Benefits may  in the  future deduct  from
premiums,  at least equals the sum of (a) an amount necessary to keep the Policy
in force for at least the two  Policy months commencing with the effective  date
of  reinstatement, which consists of two  Monthly Deductions and any increase in
the Surrender Charge attributable to such premium, and (b) the balance needed to
cover any due and unpaid Monthly Deductions through the end of the Grace Period.
 
Any Policy  loan on  the date  of termination  will be  automatically  cancelled
(except  in jurisdictions where such cancellation  is not permitted) and in that
case need not otherwise be repaid or  reinstated. The amount of Policy Value  on
the  date of reinstatement will  be equal to the  premium paid at reinstatement,
less any charge deducted from premiums, less the first Monthly Deduction paid in
accordance with (a)  above, and  less the amounts  paid in  accordance with  (b)
above  and plus  the Surrender  Charge assumed at  lapse. (The  last addition to
Policy Value  is designed  to avoid  duplicate Surrender  Charges.) This  Policy
Value  will be allocated as you request or,  in the absence of a request, to the
General Account. If the Policy loan must be reinstated, the Policy Value will be
increased by the amount of the loan,  and that portion of the Policy Value  will
be  held in the General Account  and credited with interest at  a rate of 4% per
annum.
 
The date of reinstatement will be the first Monthly Anniversary on or  following
approval  of the application for reinstatement. The Guaranteed Death Benefit and
eligibility  for  Policy  Value  Advances  will  not  be  reinstated.  Following
reinstatement,  the Surrender Charge  will be reinstated  and will be calculated
using the original Policy  Date and Face Amount  increase dates as  appropriate.
See "Charges and Deductions--Premium Tax and Sales Charges."
 
CHARGES AND DEDUCTIONS
 
PREMIUM TAX AND SALES CHARGES
 
PREMIUM  TAX AND SALES CHARGES.  Premium tax and sales  charges are not deducted
from premium payments. This  allows more of  each premium payment  to be put  to
work  earning a return for you. Currently, a premium tax charge in the amount of
2.2% of all premium  payments is assessed through  daily deductions from  Policy
Value,  as described below. Any portion of  such amount that is not recovered by
Fortis Benefits pursuant to the daily deductions may be deducted as part of  the
Surrender Charge discussed below.
 
A  sales charge in the amount of 7 1/2% of all premium payments is also assessed
through daily deductions from Policy Value. Any amount of this sales charge that
is not  recovered by  Fortis  Benefits through  these  daily deductions  may  be
deducted  as a Contingent Deferred Sales Charge  that is included as part of the
Surrender Charge. It is  not possible to  state how long it  would take for  the
full  7 1/2% sales charge  to be recovered through  the daily deductions. First,
the cumulative sales charge will increase with each new premium payment, and you
have considerable flexibility to vary the amount and timing of premium payments.
Second, the actual  dollar amount of  the daily deduction  to recover the  sales
charge  depends  on  a number  of  factors  that will  differ  for  each Policy,
including the amount of premium payments made, the performance of the investment
options you choose, the amount and timing of any Policy Value Advances and  Cash
Value Bonuses or loans and loan repayments, and the insured's Age and sex.
 
The  aggregate daily deduction for premium tax and sales charges is at an annual
rate of .27% of the  value of the Policy's net  assets in the Separate  Account.
These daily
 
                                       18
<PAGE>
deductions,  however, will be waived to the extent that the cumulative amount of
all such  deductions would  exceed the  current charge  of 9.7%  of all  premium
payments  made to  date. Nor  will these  deductions for  premium tax  and sales
charges be made  at any  time when similar  deductions to  recover Policy  Value
Advances  are being made. Once the amount  of any Policy Value Advances has been
fully recovered, the daily deductions for premium tax and sales charges  resume.
You  are not deemed  to have "paid"  any periodic premium  tax and sales charges
that otherwise would  have been deducted  during the period  when deductions  to
recover Policy Value Advances were being made.
 
Any  amount of premium tax charges and sales charges not recovered through daily
deductions are  deducted,  if at  all,  only as  part  of the  Surrender  Charge
discussed  below. The  Surrender Charge  (1) is  imposed ONLY  in the  event the
Policy lapses or is surrendered in  full before the eleventh Policy  Anniversary
and  (2) is subject to an overall upper limit or "cap" that decreases over time.
Accordingly, Fortis Benefits' method of  imposing premium tax charges and  sales
charges  under the Policies in many cases will result in substantially less than
the full amount of such charges being imposed.
 
The charge  for premium  taxes is  to  reimburse Fortis  Benefits for  taxes  on
premiums  and similar assessments that  are imposed by most,  but not all, state
and local governmental entities. The premium  tax rate currently ranges from  0%
to  3% depending on the jurisdiction. The charge for premium taxes is imposed on
all Policies,  even  though  there  may  be  no  premium  tax  assessed  by  the
jurisdiction  in which the Policy is purchased. Rather the current rate at which
the charge is imposed is an average rate that Fortis Benefits estimates will  be
paid  on premiums in all jurisdictions. In  order to more fully reimburse itself
for premium taxes or similar charges that it has paid or expects to pay,  Fortis
Benefits  reserves the  right to raise  the current premium  tax charge assessed
through periodic deductions to  2.5% which would  increase the cumulative  daily
charge  limit to 10%  (currently 9.7%) of all  premium payments. Fortis Benefits
also reserves the right to impose an additional premium tax charge of up to 2.5%
that would be deducted from each payment, and to impose charges for other  taxes
that  may be payable and are attributable  to the policies. Fortis Benefits does
not expect to make a profit from the premium tax charge.
 
The sales charges under  the Policies help to  defray sales expenses,  including
sales  commissions  and  the  cost of  prospectuses,  other  sales  material and
advertising. The amount of sales charges  deducted in any year, however,  cannot
be  specifically related to actual sales expenses for that year. Fortis Benefits
does not expect to recover all of its sales expenses from the sales charges. The
balance will be recovered from other sources, including any profits attributable
to cost of insurance and mortality  and expense risk charges under the  Policies
and Fortis Benefits' general assets and surplus.
 
SURRENDER  CHARGE. A surrender Charge may be assessed on lapse or full surrender
of a Policy before the eleventh Policy Anniversary (or the eleventh  anniversary
of  a Face Amount increase you request). The  Surrender Charge is the sum of any
portion of the premium tax  charge and the sales  charge referred to above  that
has not yet been collected through the daily deductions therefor.
 
The  Surrender Charge is subject to an overall upper limit or "cap" as set forth
in the table below. The table below  also shows the amount by which the  overall
cap  is increased by a Face Amount  increase you requested. The overall cap (and
each amount of increase therein) also decreases at a constant rate on the  fifth
and each subsequent Policy Anniversary (or increase anniversary, as the case may
be)  until  it reaches  zero  on the  eleventh  Policy Anniversary  (or increase
anniversary). Accordingly, there will  be no Surrender  Charge on surrenders  or
lapses  as  of the  later of  the  eleventh Policy  Anniversary or  the eleventh
anniversary of any Face Amount increase.
 
<TABLE>
<CAPTION>
                    OVERALL "CAP"
                         ON
   INSURED            SURRENDER
  PERSON'S             CHARGE
 AGE AT TIME        (PER THOUSAND
     OF                DOLLARS
   POLICY          OF FACE AMOUNT
 ISSUANCE OR             OR
 FACE AMOUNT         FACE AMOUNT
  INCREASE            INCREASE)
- -------------      ---------------
<S>                <C>
 21 - 30years      $       9
 31 - 40                  10
 41 - 45                  12
 46 - 50                  14
 51 - 55                  16
 56 - 60                  21
 61 - 65                  28
 66 - and
 above                    40
</TABLE>
 
No Surrender charge is deducted upon a  partial withdrawal of Policy Value or  a
Face  Amount decrease. However,  when you request  a Face Amount  decrease (or a
partial withdrawal that  results in a  Face Amount decrease),  a portion of  the
overall  "cap" referred  to above  is reduced:  the portion  of the  cap that is
attributable to  the cancelled  Face Amount  is reduced  to the  extent that  it
exceeds  the amount of the Surrender Charge  then in effect that is attributable
to the cancelled  Face Amount.  For this purpose,  the most  recent Face  Amount
increases are deemed to be cancelled first.
 
                                       19
<PAGE>
It is not possible to state, as a general matter, what the Surrender Charge will
be  as a  percentage of  premiums paid.  This is  because the  components of the
Surrender Charge vary based on factors  other than the amount of premiums  paid.
For  example,  the amount  of  the premium  tax  and sales  charge  that remains
uncollected at the time  of surrender or  lapse depends on  such factors as  the
period  of time the Policy has been  in force, the performance of the investment
options you choose,  the amount and  timing of any  Policy Value Advances,  Cash
Value  Bonuses or loans and loan repayments,  and the insured's Age and sex. Nor
is the overall Surrender Charge "cap" referred  to above based on the amount  of
premiums paid, but on the Policy's Face Amount and the number of years since the
Policy was issued.
 
DEDUCTIONS TO RECOVER POLICY VALUE ADVANCES
 
Subject  to certain conditions, you will receive credits in the nature of Policy
Value Advances  starting at  the end  of the  seventh Policy  year. See  "Policy
Benefits--Policy  Value Advances and Cash Value Bonuses." The amount of any such
advances that  are actually  paid  by Fortis  Benefits  is subject  to  recovery
through a daily deduction at an annual rate of .27% of the value of the Policy's
net  assets in the  Separate Account. These deductions  would continue until the
cumulative amount of all Policy Value  Advances credited to the Policy had  been
recovered  by Fortis Benefits  pursuant to the  deductions. The Surrender Charge
payable on lapse or full surrender of a Policy will NOT be increased to  recover
any Policy Value Advances that have not previously been recovered. The amount of
the  deductions to recover Policy Value Advances  is not adjusted for the effect
that the  resulting increase  in Policy  Value  may have  on other  charges,  as
explained under "Policy Benefits--Policy Value Advances."
 
MONTHLY DEDUCTION FROM POLICY VALUE
 
The  Monthly  Deduction from  Policy Value  includes (1)  the cost  of insurance
charge, (2) while the  Guaranteed Death Benefit is  in effect, a monthly  charge
for such guarantee (see "Guaranteed Death Benefit" under "Payment and Allocation
of  Premiums--Premiums") and (3) certain monthly administrative expense charges.
The cost of  insurance charges  and monthly administrative  expense charges  are
discussed separately in the paragraphs that follow.
 
The Monthly Deduction will be deducted as of each Monthly Anniversary commencing
with  the Policy Date. The Monthly Deduction will be allocated among the General
Account and each Subaccount of the Separate Account you select. If no  selection
is  made, or if there  are insufficient funds in  the selected Subaccounts, then
the allocation will  be made  in the  proportion that  the Policy  Value in  the
General  Account  (excluding  the amount  of  any General  Account  Policy Value
attributable  to  Policy  loans)  and  the  Policy  Value  in  each  Subaccount,
respectively,  bear to the Policy's total  Policy Value (excluding the amount of
any General Account Policy Value attributable to Policy Loans) as of the date of
the transaction (that is, on a "Pro Rata Basis").
 
If any part of a  Monthly Deduction is not  made because of insufficient  Policy
Value, and if the Policy nevertheless does not lapse, the undeducted amount will
be deducted on receipt of any subsequent premium payment.
 
COST  OF  INSURANCE. Because  the cost  of  insurance depends  upon a  number of
variables, it can vary from month  to month. Fortis Benefits will determine  the
monthly cost of insurance charge by multiplying the applicable cost of insurance
rate or rates by the Net Amount at Risk for each Policy month plus a flat amount
per  $1,000 of Face Amount. The Net Amount at Risk for a Policy month is (1) the
death benefit, divided by 1.00327374, at the beginning of the Policy month, less
(2) the Policy Value at the beginning of the Policy month.
 
The Policies  are underwritten  on  a simplified  issue  basis (less  than  full
medical underwriting) up to $300,000 of Face Amount. For healthy individuals the
cost  of insurance rates are higher using  this method of underwriting than they
would otherwise be if  full medical underwriting  were utilized. Currently,  the
flat  amount for $1,000.00 of Face Amount is  assessed for 10 years for the Face
Amount at issue and for each Face  Increase. The flat amount for males is  $2.00
for  issue ages (or ages at Face Increase) below 40, $3.00 for ages 41-50, $3.50
for ages 51-60 and $4.00 for ages above 60. For females, the above flat  amounts
are reduced by $1.00.
 
Cost  of insurance rates  are based on  the Age and  sex of the  insured and the
length of  time ("duration")  since issuance  of  the Policy  or a  Face  Amount
increase.  The  actual monthly  cost of  insurance deductions  will be  based on
Fortis Benefits' expectations  as to  future experience, and  may increase  each
year  as the insured's Age increases. Fortis Benefits' current cost of insurance
rate schedules generally provide lower  rates for otherwise comparable  insureds
of  the same Age whose Policies or Face Amount increases have been in effect for
specified periods of time. Although the current cost of insurance rate schedules
are not guaranteed, the  maximum cost of insurance  rates for insureds will  not
exceed  130% of the rates provided by certain of the 1980 Commissioners Standard
Ordinary Mortality Tables and the insured's sex and Age plus $4.00 per  thousand
dollars of Face Amount. These tables set forth different mortality estimates for
males and females.
 
Any  change in the cost of insurance rates or charges will apply to all insureds
of the same Age, sex and duration.
 
                                       20
<PAGE>
Cost of insurance rates that differ as between male and female insureds are  not
permitted  under  current  law  in  Montana,  and  perhaps  other  states  or in
connection  with  certain  employee   benefit  arrangements.  Employers   should
therefore seek legal advice as to any questions they may have in this regard. To
the  extent legally  necessary, Fortis  Benefits makes  available gender-neutral
cost of insurance rates, and affected  purchasers should inquire of their  sales
representative  whether  these  are  currently available  in  their  states. The
gender-neutral rates may be  higher than those  otherwise applicable to  females
and  lower than those otherwise applicable  to males. Where gender-neutral rates
are required,  Minimum Premiums  also  will be  the  same as  between  otherwise
comparable Policies for males and female insureds.
 
For  purposes of determining the  cost of insurance charge,  any decrease in the
Face Amount will reduce  the Face Amount  in the following  order: (1) the  Face
Amount  provided by the most recent increase; (2) the next most recent increases
successively; and (3) the Face Amount when the policy was issued.
 
MONTHLY ADMINISTRATIVE EXPENSE CHARGES. A monthly administrative charge of $4.50
per Policy will be deducted from Policy  Value as part of the Monthly  Deduction
for  each  Policy  Month. Fortis  Benefits  reserves  the right  to  change this
administrative charge, but it will never exceed $7.50 per month. Fortis Benefits
also reserves the right to  impose an additional monthly administrative  expense
charge  of up to $.13  per thousand dollars of Face  Amount then in force. These
charges compensate Fortis  Benefits for expenses  incurred in administering  the
Policy.
 
Fortis  Benefits does  not expect its  revenues from  the monthly administrative
expense charges to exceed its costs and expenses in administering the Policies.
 
CHARGE FOR MORTALITY AND EXPENSE RISKS
 
A daily  charge  is made  for  mortality and  expense  risks assumed  by  Fortis
Benefits.  The charge is at an annual rate of .90% of the average daily value of
the net assets in the Separate Account that are attributable to the Policies.
 
The mortality risk assumed is that the insureds may live for a shorter period of
time than  estimated. The  expense risk  assumed is  that expenses  incurred  in
issuing  and administering the  Policies will be  greater than estimated. Fortis
Benefits will realize a gain if the charges under the Policies prove to be  more
than  sufficient  to  cover  the  actual  costs  of  its  mortality  and expense
commitments. If the  charges are not  sufficient, the loss  will fall on  Fortis
Benefits.
 
MISCELLANEOUS
 
As  discussed under "Payment and Allocation of Premiums-- Allocation of Premiums
and Policy  Value"  and  "Surrender and  Partial  Withdrawal,"  Fortis  Benefits
reserves  the right to  impose charges to defray  its administrative expenses in
effecting transfers of  Policy Value  and partial  withdrawals. Fortis  Benefits
currently  has no plans to impose any such charges, which in any event would not
be designed to  yield revenues  to Fortis  Benefits in  excess of  its costs  of
effecting  such transactions. Neither  these charges nor  any additional charges
referred  to  above   under  "Monthly  Deduction   from  Policy   Value--Monthly
Administrative  Expense Charges" will be imposed if such revenues, together with
Fortis Benefits'  revenues from  all other  administrative and  expense  charges
under  the  Policies, are  expected to  exceed Fortis  Benefits' total  costs of
issuing and administering the Policies.
 
CHARGE FOR  INCOME TAXES.  Currently, no  charge is  made against  the  Separate
Account  for income taxes  deemed attributable to  the Policies. However, Fortis
Benefits may decide to make such a charge in the future.
 
GUARANTEE OF CERTAIN CHARGES
 
Fortis Benefits guarantees, and  may not increase, the  daily charges for  sales
expenses  and to  recover Policy Value  Advances; the combined  maximum rate for
premium  tax  and  sales  charges;  the  maximum  Surrender  Charge  rates;  the
Guaranteed  Death  Benefit charge;  the  maximum monthly  administrative expense
charges; the charge against the Separate Account for mortality and expense risks
with respect  to the  Policies; the  maximum cost  of insurance  rates; and  the
maximum  amount of  any charges for  transfers or partial  withdrawals of Policy
Value. Fortis Benefits reserves the right to change the monthly Minimum Premium.
Any such change  will affect only  subsequent increases in  the monthly  Minimum
Premium  due to changes in benefits. Fortis  Benefits also reserves the right to
recover Policy  Value  Advances, increase  the  amount of  premium  tax  charges
assessed  pursuant to daily deductions and  to deduct premium taxes from premium
payments, subject to guaranteed maximums.
 
LOAN PRIVILEGES
 
You may borrow money from Fortis Benefits using the Policy as the only  security
for  the loan. The maximum amount that may be borrowed at any time is 90% of the
difference between the Policy Value and the amount of any Surrender Charge  then
in effect. Fortis Benefits will allocate a Policy loan among the General Account
and the Subaccounts of the Separate Account you select. If no selection is made,
then the allocation will be on a Pro Rata Basis.
 
                                       21
<PAGE>
RATE CHARGED ON POLICY LOANS
 
Except  as noted  below, interest  on Policy  loans is  charged at  an effective
annual rate  of  6.10% per  year  (5.66%  per year  in  Massachusetts),  payable
annually  in advance. If not paid when due,  loan interest at the same rate will
be added to the loan. An amount equal to the loan interest accrued to the end of
the year will be taken from the General Account and the Subaccounts on the  same
basis  that Monthly  Deductions are  allocated, and  transferred to  the General
Account.
 
Fortis Benefits will charge interest at a reduced effective annual rate of 3.85%
per year, payable in advance, if  you meet certain requirements. If you  qualify
you  may be charged the reduced interest rate  on one Policy loan in each Policy
year of up to 10% of  the Surrender Value as of  the date of the loan,  provided
that  the generally applicable limitations on the overall amount of Policy loans
(described above) are not exceeded. You  qualify for this reduced interest  rate
if  (1) the Policy is  in the third or subsequent  Policy year and the Surrender
Value is a  least $10,000, or  (2) in any  event, after the  policy has been  in
force  for at least 12  years. The 10% limitation of  such loans is increased to
15% of the  Surrender Value  for loans  obtained in  Policy years  in which  the
insured is age 59 1/2 or older.
 
CREDITED RATE FOR POLICY LOANS
 
As  of the Date of  Receipt at Fortis Benefits' Home  Office of the loan request
form and  assignment of  the Policy  for  security, Policy  Value equal  to  the
portion of the Policy loan allocated to each Subaccount will be transferred from
such  Subaccount to the  General Account. This  amount, plus the  portion of the
Policy loan allocable to Policy Value already being held in the General Account,
will be credited with interest at an effective rate of 4% per annum.
 
NO INTEREST IN ADDITION  TO THAT REFERRED  TO ABOVE WILL  BE CREDITED TO  LOANED
POLICY  VALUES NOR WILL POLICY VALUES IN  THE GENERAL ACCOUNT PARTICIPATE IN ANY
INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.
 
EFFECT OF A POLICY LOAN
 
A loan, whether or not repaid, will have a permanent effect on Policy Value,  to
the  extent  that the  investment  results of  the  Subaccounts differ  from the
interest rate credited to  loaned amounts. A loan  may cause the termination  of
the  Guaranteed Death Benefit or disqualify a Policy from receiving Policy Value
Advances and Cash Value Bonuses.
 
A loan  may  also cause  the  Policy to  lapse  if projected  earnings  are  not
achieved.  Adverse tax consequences may result  if the Policy lapses, matures or
is surrendered  with  loans outstanding.  For  policies that  are  not  modified
endowment  contracts, loans will be treated as  ordinary income to the extent of
the gain upon  lapse, surrender  or maturity.  For Policies  which are  modified
endowment  contracts, loans are  taxable distributions when  taken. See "Federal
Tax Matters--Taxation of Policy Benefits."
 
The loaned  Policy  Value on  any  Valuation Date  will  be the  amount  of  the
outstanding loan plus any interest credited on loaned Policy Value which has not
yet  been reallocated to the  unloaned portion of the  General Account or to the
Subaccounts of the Separate Account as of the Valuation Date. Interest  credited
to  loaned Policy Values will be reallocated upon each Policy Anniversary on the
same basis that  the Monthly  Deductions are allocated.  Interest credited  will
also  be reallocated upon full  repayment of the loan in  the same manner as the
repayment is allocated.
 
REPAYMENT OF A LOAN
 
Indebtedness may be repaid in whole or in part any time before the Maturity Date
while the insured is living. As of the Date of Receipt of the repayment,  unless
you  specify otherwise, loaned Policy Value equal to the amount of the repayment
will be reallocated among  the unloaned portion of  the General Account and  the
Subaccounts  of the Separate Account in the same proportion as premiums are then
being allocated  to those  accounts. You  must designate  whether a  payment  is
intended  as a loan  payment or as a  premium payment. Any  payment for which no
designation is made will be treated as a premium payment.
 
SURRENDER AND PARTIAL WITHDRAWAL
 
Full surrender of the  Policy for the  Surrender Value may be  made at any  time
during  the insured's  lifetime. A  Surrender Charge  will be  deducted from the
Policy Value on any full surrender within eleven years after the Policy Date. An
additional amount of Surrender Charge may also be deducted on any full surrender
within eleven years after the date of any Face Amount increase above the  amount
on  which such  charge was previously  calculated. See  "Surrender Charge" under
"Charges and Deductions--Premium Tax and Sales Charges."
 
Partial withdrawals of Surrender Value may  be made once each Policy year  after
the  first Policy year during the  insured's lifetime. The amount withdrawn will
be deducted from the General Account and the Subaccounts of the Separate Account
you select. If no selection is made then  the amount will be withdrawn on a  Pro
Rata  Basis. Fortis  Benefits reserves the  right to deduct  a withdrawal charge
from the proceeds of partial withdrawals, although it has no current plans to do
so. Any such charge would not be imposed on a
 
                                       22
<PAGE>
full surrender, would not be designed to yield a profit to Fortis Benefits,  and
would not exceed $25 per withdrawal (or, if less, 2% of the amount withdrawn).
 
Any  partial withdrawal will reduce the Face  Amount and thus the death benefit,
by the amount  withdrawn. Such an  automatic reduction in  Face Amount does  not
result  in  any change  in  the monthly  Minimum Premium,  but  may result  in a
distribution  (as  a  further  partial  withdrawal)  of  any  additional  amount
necessary  to comply with  the maximum premium limitation  under Section 7702 of
the Code. See "Payment and Allocation of Premiums--Premiums."
 
When the  Alternative Death  Benefit is  in effect,  a partial  withdrawal  will
reduce the death benefit by a greater amount than otherwise would be the case.
 
A  partial withdrawal  may also  cause the  termination of  the Guaranteed Death
Benefit or disqualify  a Policy from  receiving Policy Value  Advances and  Cash
Value Bonuses.
 
A  partial withdrawal  in the  first seven  years after  issue or  a Face Amount
increase is likely to cause the Policy to become a modified endowment  contract.
See "Federal Tax Matters-- Taxation of Policy Benefits".
 
You  will not be permitted to make  any partial withdrawal that would reduce the
Face Amount of the Policy below the minimum Face Amount of $25,000. If a request
for a partial withdrawal is received that would reduce the Face Amount below the
minimum, Fortis Benefits will not implement the partial withdrawal request,  but
will  contact you as to whether the  request should be disregarded, reduced to a
smaller amount or changed to a request for a full surrender.
 
Surrenders or  partial withdrawals  are made  by sending  a written  request  on
Fortis  Benefits' form to its Home Office, together with the Policy, in the case
of total surrender. See "Summary--How to  Exercise Your Rights Under a  Policy."
The  surrender or withdrawal,  and any related  automatic Face Amount reduction,
will be effective as of the Date of Receipt by Fortis Benefits of the request on
its form and, if required, the Policy.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis Benefits reserves the right to make certain changes if, in its judgement,
they would best serve the interests of the Policy owners or would be appropriate
in carrying out the purposes of the  Policies. Any changes will be made only  to
the  extent and in the manner permitted  by applicable laws. Also, when required
by law, Fortis Benefits  will obtain your approval  of the changes and  approval
from  any appropriate regulatory authority. Such approval may not be required in
all cases, however. Examples of the changes Fortis Benefits may make include:
 
    - To operate the Separate Account in  any form permitted under the 1940  Act
      or in any other form permitted by law.
 
    - To  take any action  necessary to comply  with or obtain  and continue any
      exemptions from the  1940 Act  or otherwise  to comply  with laws,  rules,
      regulations, interpretations, holdings, order or rulings which necessarily
      or  appropriately must  be complied with  for the Policies  to serve their
      intended purposes.
 
    - To transfer or limit any assets  in any Subaccount to another  Subaccount,
      or to one or more separate accounts, or to the General Account; or to add,
      combine or remove Subaccounts in the Separate Account.
 
    - To substitute, for the Portfolio shares held in any Subaccount, the shares
      of  another Portfolio of Fortis Series or the shares of another investment
      company or any other investment permitted by law.
 
    - To make any other  necessary technical changes in  the Policy in order  to
      conform  with any  action the above  provisions permit  Fortis Benefits to
      take, including to change  the way Fortis  Benefits assesses charges,  but
      without  increasing as to any then outstanding Policy the aggregate amount
      of the types of charges which Fortis Benefits has guaranteed. See "Charges
      and Deductions--Guarantee of Certain Charges."
 
If any Portfolio materially changes its  investment policy, you will have  sixty
days after receiving notice of the change to transfer all of the Policy Value to
the  General Account, as  described under "Payment  and Allocation of Premiums--
Allocation of Premiums and Policy Value."
 
PAYMENT AND DEFERMENT
 
With respect to amounts in the  Subaccounts of the Separate Account, payment  of
the maturity proceeds, death benefit, all or a portion of the Surrender Value or
a loan will ordinarily be made within five days after the Date of Receipt of all
documents  required for such payment. Also,  death benefit payments will be made
only after  all  state insurance  law  requirements (including  receipt  of  any
required tax waiver) are satisfied.
 
However,  Fortis Benefits may defer the determination, application or payment of
any death benefit, loan, partial withdrawal, surrender or any transfer of Policy
Value for any
 
                                       23
<PAGE>
period  during which the New York Stock Exchange is closed (other than customary
weekend and holiday closings), for any period during which any emergency  exists
as  a result of  which it is  not reasonably practicable  for Fortis Benefits to
determine the investment experience for a  Policy, or for such other periods  as
the Securities and Exchange Commission may by order permit for your protection.
 
As  with traditional  life insurance, Fortis  Benefits may delay  payment of the
entire insurance proceeds or other Policy benefits if entitlement to payment  is
being  questioned.  Fortis Benefits  may also  defer the  payment of  any amount
attributable to a premium  payment made by check  to allow the check  reasonable
time  to clear. To the extent permitted  under the Policies and applicable state
insurance laws, Fortis Benefits may also defer payment of Policy loans,  partial
withdrawals or other proceeds payable out of the General Account for a period of
up to 6 months, although no such deferrals will be made of amounts to be used to
pay premiums on insurance policies issued by Fortis Benefits.
 
DISTRIBUTION OF THE POLICIES
 
The  Policies will be sold by individuals  who, in addition to being licensed by
state insurance authorities to  sell the policies of  Fortis Benefits, are  also
registered   representatives  of  Fortis   Investors,  Inc.  ("Investors"),  the
principal underwriter of  the Policies, or  registered representatives of  other
broker-dealer   firms  or  representatives   of  firms  that   are  exempt  from
broker-dealer regulation. Investors and any  such other broker-dealer firms  are
registered  with  the Securities  and Exchange  Commission under  the Securities
Exchange Act  of  1934  as  broker-dealers  and  are  members  of  the  National
Association of Securities Dealers, Inc.
 
The  commissions  and other  compensation are  paid by  Fortis Benefits  under a
distribution agreement entered into by them as of January 1, 1994.
 
As compensation for  distributing the Policies,  Fortis Benefits pays  Investors
13.75%  of first year premiums  and 7.6% of all  other premiums. Fortis Benefits
also pays Investors .25%  of Policy Value annually  as a service fee.  Investors
pays  a selling allowance not  in excess of those  amount to other broker-dealer
firms or exempt firms who sell the Policies. Fortis Benefits may, under  certain
flexible  compensation  arrangements,  pay  Fortis  Investors  different selling
allowances and service fees than as set forth above, and Fortis Investors may in
turn pay different selling allowances and larger service fees to its  registered
representatives  and other broker-dealer firms than as set forth above. However,
in such  case, such  flexible compensation  arrangements will  have  actuarially
equivalent  present values to the amounts  of the selling allowances and service
fees set forth above. In many cases, registered representatives,  broker-dealers
or exempt firms are eligible for additional compensation, and general agents and
managing  general agents also receive  additional compensation, based on meeting
certain production  or mortality  experience  standards. Commissions  and  other
compensation do not represent a charge or deduction against Policies in addition
to  those set forth under "Charges  and Deductions." Commissions with respect to
premium payments which are refunded are returned. The distribution agreement may
be terminated by either party upon 60 days notice to the other.
 
Investors is a Minnesota corporation engaged primarily in the sale of investment
company securities. Investors  is the  principal underwriter  for the  following
registered  investment companies (in addition to the Separate Account and Fortis
Series): Variable Account  D of  Fortis Benefits,  Fortis Advantage  Portfolios,
Inc.,  Fortis Capital  Fund, Inc.,  Fortis Growth  Fund, Inc.,  Fortis Fiduciary
Fund, Inc., Fortis Tax-Free  Portfolios, Inc., Fortis  Money Fund, Inc.,  Fortis
Income   Portfolios,  Inc.,  Fortis  Worldwide  Portfolios,  Inc.,  and  Special
Portfolios,  Inc.  Investors'  address   is  500  Bielenberg  Drive,   Woodbury,
Minnesota, 55125.
 
Officers,  directors, and employees  of Fortis Benefits  and Investors, together
with those of Fortis, Inc. and its other subsidiaries, are bonded pursuant to  a
joint  fidelity bond, in  the amount of  $5,000,000 per occurrence,  in favor of
such companies.
 
FEDERAL TAX MATTERS
 
The following description is a brief summary of the tax rules, primarily related
to federal income and estate taxes, which in the opinion of Fortis Benefits  are
currently in effect.
 
The  following discussion  is intended to  provide a general  description of the
federal income  tax  considerations associated  with  the Policy.  It  does  not
purport either to be complete or to cover all situations; this discussion is not
intended  to be taken  as tax advice.  Consult a qualified  tax adviser for more
complete  information.   This  discussion   is  based   upon  Fortis   Benefits'
understanding  of  the present  federal income  tax laws  as they  are currently
interpreted by the Internal Revenue Service. No representation is made as to the
likelihood of continuation  of the  present federal income  tax laws  or of  the
current interpretation by the Internal Revenue Service.
 
TAX STATUS OF THE POLICY
 
Section  7702 of  the Internal  Revenue Code of  1986, as  amended, (the "Code")
includes a definition of life insurance
 
                                       24
<PAGE>
for federal income tax purposes. This  definition can be satisfied by  complying
with  either of two tests  set forth in Section  7702. Although the secretary of
the Treasury is authorized to  prescribe regulations interpreting the manner  in
which  the tests under Section 7702 are to be applied, such regulations have not
been issued. In addition,  the Technical and Miscellaneous  Revenue Act of  1988
(TAMRA)  provides  certain  requirements  under Section  7702  of  the  Code for
mortality and other expense  charges of life  insurance contracts. The  Treasury
issued  proposed regulations  on mortality  charges in  1991. Guidance  on these
requirements is extremely  limited, but  Fortis Benefits  believes the  Policies
qualify as life insurance under the proposed regulations.
 
If  it is subsequently determined  that a Policy does  not satisfy Section 7702,
Fortis Benefits reserves the right to  modify the Policy as appropriate, and  to
the  extent possible, to qualify  it as a life  insurance contract under Section
7702. If  a Policy  were determined  not to  be a  life insurance  contract  for
Section  7702 purposes, such Policy would not  provide any of the tax advantages
normally provided by a life policy.
 
Section 817(h) of the  Code also authorizes the  Secretary of the Treasury  (the
"Treasury")  to set standards by regulation  or otherwise for investments of the
Separate Account to be  "adequately diversified" in order  for the Policy to  be
treated  as  life  insurance for  federal  tax purposes.  The  Separate Account,
through Fortis Series, intends to  comply with the diversification  requirements
prescribed in Regulations Section 1.817-5, which affect how the assets of Fortis
Series  may be  invested. Fortis  Benefits believes  that Fortis  Series will be
operated in compliance with the requirements prescribed by the Treasury.
 
In connection with the issuance of the temporary regulations on  diversification
requirements,  the  Treasury  announced  that such  regulations  do  not provide
guidance concerning  the extent  to which  you may  direct your  investments  to
particular  Subaccounts of  the Separate  Account. Additional  guidance may come
from the Treasury in the future. In  that case, the Treasury might treat you  as
the  owner of assets of the Separate Account if a Fortis Series Portfolio is too
narrow in  its  investment  strategy,  even  though  it  technically  meets  the
diversification  requirements. It is  not clear whether  Treasury's position, if
promulgated, would be applied on a prospective basis only. While Fortis Benefits
believes  that  the  investment  strategies  of  the  Policy's  Portfolios   are
sufficiently  broad, it reserves the right to  modify the Policy as necessary to
prevent you  from being  considered the  owner  of the  assets of  the  Separate
Account.
 
The  following  discussion  assumes  that  the Policy  will  qualify  as  a life
insurance contract for federal income tax purposes.
 
TAXATION OF POLICY BENEFITS
 
IN GENERAL.  Fortis  Benefits  believes  that  the  proceeds  and  Policy  Value
increases  of  a  Policy  should  be  treated  in  a  manner  consistent  with a
fixed-benefit life insurance policy for  federal income tax purposes. Thus,  the
death benefit under the Policy should be excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code.
 
The  exchange of the Policy for another  life insurance policy, the payment of a
premium, a change in Face Amount, a transfer or assignment of a Policy, a Policy
loan, a lapse  with an  outstanding indebtedness,  a partial  withdrawal or  the
surrender  of a Policy may have tax consequences depending on the circumstances.
Federal  estate  and  state  and   local  estate,  inheritance  and  other   tax
consequences  of  ownership  or  receipt  of  Policy  proceeds  depend  upon the
circumstances of each owner or beneficiary.
 
Generally, you will not be  deemed to be in  constructive receipt of the  Policy
Value,  including  increments  thereof,  under  the  Policy  until  there  is  a
distribution. The tax consequences  of a distribution from  a Policy depend,  in
part,  on whether  the Policy is  classified as a  "modified endowment contract"
under Section 7702A.
 
MODIFIED ENDOWMENT CONTRACTS. A  Policy may be treated  as a modified  endowment
contract depending upon the amount of premiums paid for such Policy. The premium
limitation  rules for determining whether a Policy will be treated as a modified
endowment  contract  are  extremely  complex.  Moreover,  due  to  the  Policy's
flexibility,  classification as a modified endowment contract will depend on the
circumstances of each Policy. Accordingly, you are strongly advised to contact a
competent tax adviser before purchasing a  Policy or paying a premium or  making
any other change in any existing Policy to determine whether the Policy would be
treated as a modified endowment contract.
 
DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. Policies classified as modified
endowment  contracts  are  subject  to  the  following  tax  rules:  First,  all
distributions from such a Policy are treated as taxable up to an amount equal to
the excess (if any) of the Policy Value immediately before the distribution over
the investment in the Policy (described below) at such time. Second, loans taken
from or  secured  by such  a  Policy, and  assignments  as well  as  surrenders,
withdrawals and benefits paid at maturity, are treated as taxable distributions.
Third, a 10% additional income tax is imposed on the portion of any distribution
or  deemed distribution  from such  a Policy that  is included  in income except
where the  distribution, loan,  assignment or  pledge is  made on  or after  you
attain age 59 1/2, is attributable to you becoming
 
                                       25
<PAGE>
disabled,  or is a part of a series of substantially equal periodic payments for
your life or the joint lives of you and your beneficiary.
 
DISTRIBUTIONS FROM  POLICIES  THAT ARE  NOT  MODIFIED ENDOWMENT  CONTRACTS.  The
distribution  rules for Policies  that are not  modified endowment contracts are
the same as those that applied to all life insurance contracts before TAMRA  was
enacted.  Thus, distributions from Policies that  are not classified as modified
endowment contracts are generally treated as first recovering the investment  in
the  Policy (see below) and then only after the return of all such investment in
the Policy  as disbursing  taxable income.  An exception  to this  general  rule
occurs  in the  case of a  decrease in the  Policy's death benefit  or any other
change that reduces benefits under  the Policy in the  first 15 years after  the
Policy is issued and that results in a cash distribution to you in order for the
Policy  to continue  complying with the  Section 7702  definitional limits. Such
cash distribution will be taxed in whole  or in part as ordinary income (to  the
extent of any gain in the Policy) under rules prescribed in Section 7702.
 
Loans from Policies that are not modified endowment contracts are not treated as
distributions. Instead, such loans are treated as a debt.
 
In  addition, upon  a complete  surrender or  lapse of  a Policy  that is  not a
modified endowment  contract, or  when  benefits are  paid  at such  a  Policy's
maturity  date, if the  amount received plus the  amount of indebtedness exceeds
the total investment  in the  Policy, the excess  will generally  be treated  as
ordinary income.
 
Finally,  neither distributions  nor loans from  Policies that  are not modified
endowments are subject to the 10% additional income tax.
 
POLICY LOAN INTEREST. Generally, interest paid on any loan under a Policy  which
is  owned by an individual is not  deductible. In addition, interest on any loan
under a Policy owned by a taxpayer  and covering the life of any individual  who
is  an officer or is  financially interested in the  business carried on by that
taxpayer will not be tax deductible to  the extent the aggregate amount of  such
loans with respect to contracts covering such individual exceeds $50,000.
 
No  amount of Policy  loan interest is,  however, deductible if  the Policy were
deemed for federal tax purposes to be a single premium life insurance  contract.
You should consult a tax adviser as to whether the Policy would be so deemed.
 
INVESTMENT  IN  THE POLICY.  Investment in  the Policy  means (i)  the aggregate
amount of any premiums or other consideration paid for the Policy including  the
amount  of any  loan received under  the Policy to  the extent that  the loan is
included in your gross income minus (ii) the aggregate amount received under the
Policy which was excluded from your gross  income except that the amount of  any
loan  received under  the policy  which is excluded  from gross  income shall be
disregarded.
 
MULTIPLE CONTRACTS.  Under  TAMRA, all  modified  endowment contracts  that  are
issued  by Fortis Benefits or its affiliates,  to you during a calendar year are
treated as  one modified  endowment  contract for  purposes of  determining  the
amount includible in gross income under Section 72(e) of the Code.
 
EXCHANGES.  TAMRA  also  provides that  a  life insurance  contract  received in
exchange for a Policy classified as  a modified endowment contract will also  be
treated  as a modified endowment contract. Accordingly, you should consult a tax
adviser before effecting an exchange of a Policy.
 
TAXATION OF FORTIS BENEFITS
 
Fortis Benefits does not initially expect  to incur any federal income tax  upon
the  earnings or capital gains attributable  to the Separate Account. Based upon
these expectations,  no charge  is  currently being  made against  the  Separate
Account  for  federal income  taxes which  may be  attributable to  the Separate
Account. If, however, Fortis Benefits determines  that it may incur such  taxes,
it may assess a charge against the Separate Account for those taxes, which would
reduce a Policy's net investment return.
 
Under present laws, Fortis Benefits may incur state and local taxes (in addition
to   premium  taxes)  in  several  states.  At  present,  these  taxes  are  not
significant. If  they increase,  however,  Fortis Benefits  may decide  to  make
charges  for  such  taxes or  provisions  for  such taxes  against  the Separate
Account.
 
OTHER POLICY PROVISIONS
 
OWNER. The owner of an individual contract is the insured, unless another  owner
has  been named  in the  application for the  Policy. For  a Policy  issued as a
certificate under a group  contract the owner named  in the application for  the
Certificate  is  the  person  or  entity entitled  to  exercise  all  rights and
privileges of ownership  under the  Certificate. As  owner you  are entitled  to
exercise  all rights under  a Policy while  the insured is  alive, including the
right to name a new  owner or a successor who  would become the Policy owner  if
you  should die before the insured dies.  Otherwise your estate would become the
owner.
 
                                       26
<PAGE>
BENEFICIARY. The beneficiary  is the  person or  persons to  whom the  insurance
proceeds  are  payable  upon the  insured's  death.  You may  name  a contingent
beneficiary to become  the beneficiary if  all the beneficiaries  die while  the
insured  is alive. If no beneficiary or contingent beneficiary is alive when the
insured dies, you (or your estate) will be the beneficiary. While the insured is
alive, you may change any beneficiary or contingent beneficiary. Fortis Benefits
is not responsible for the validity of any change.
 
COLLATERAL ASSIGNMENT. You may assign a  Policy as collateral. Rights under  the
Policy  will be  transferred to  the extent  of the  assignee's interest. Fortis
Benefits is not  bound by  an assignment  or release  thereof, unless  it is  in
writing  and is recorded at its Home  Office. Fortis Benefits is not responsible
for the validity of any assignment or release thereof.
 
DATE OF RECEIPT. The Date of Receipt by Fortis Benefits of any payment or  other
communication  is the actual date it is received at Fortis Benefits' Home Office
in proper form unless received (1) after the close of the NYSE, or (2) on a date
which is not a Valuation Date. In either of these two cases, the Date of Receipt
will be deemed to be the next Valuation Date.
 
DATE OF  CERTAIN CHANGES.  Changes  in beneficiaries  and successor  owners  and
assignments take effect as of the date you signed the change request, subject to
any  actions taken by  Fortis Benefits prior  to the Date  of Receipt of written
notice of the change in form satisfactory to Fortis Benefits or, in the case  of
an assignment, recording by Fortis Benefits.
 
SUICIDE.  The insurance proceeds will not be paid if the insured commits suicide
within two years (one year in Colorado  and North Dakota) from the Policy  Date.
Instead,  Fortis  Benefits  will pay  the  beneficiary  an amount  equal  to all
premiums paid  for the  Policy, without  interest, less  any outstanding  Policy
loan, plus any loan interest paid for periods beyond the date of death, and less
any  partial withdrawals.  If the  insured commits  suicide more  than two years
after the Policy  Date but  within two  years (one  year in  Colorado and  North
Dakota)  from the effective date of any reinstatement or increase in Face Amount
requested by you, Fortis  Benefits' liability with respect  to such increase  or
reinstatement  will be  limited to  the cost  of insurance  attributable to such
increase or reinstatement since that date.
 
AGE AND SEX. If  the insured's Age or  sex as stated in  the application is  not
correct, the death benefit under a Policy will be adjusted to reflect the amount
of insurance coverage which the most recent cost of insurance charges would have
purchased  at the correct  Age and sex.  As used herein,  "Age" is the insured's
actual age on the most recent Policy Anniversary.
 
INCONTESTABILITY. Fortis Benefits may  contest the validity of  a Policy or  any
Face  Amount increase based on other  misstatements in the application therefor.
However,  any  such  statements  will  be  considered  representations  and  not
warranties.  Fortis Benefits will not contest the  validity of a Policy after it
has been in force during  the insured's lifetime for  two years from the  Policy
Date.  Fortis Benefits  will not  contest the  validity of  any reinstatement or
increase in Face Amount after it has been in force during the insured's lifetime
for two years from its effective date.
 
OPTION TO EXTEND  MATURITY DATE. This  option is available  as part of  Policies
issued  in a state that has  approved the endorsement containing this provision.
This option allows you to request a later maturity date, if the Policy Value  is
at  least $2,000. The request must be in writing and must be made within 60 days
of the current maturity date.
 
If this option is  exercised you will  not be permitted to  1) make any  further
premium  payments except if necessary to prevent lapse of the Policy 2) make any
Face Amount changes  or 3) make  any partial withdrawals  that would reduce  the
Policy Value below $2,000.
 
Also,  upon exercise of this option the  following occurs: 1) No further cost of
insurance charges  are  deducted  as  part  of  the  Monthly  Deduction  2)  The
Guaranteed  Death Benefit lapses  and the Death  Benefit becomes the Alternative
Death Benefit (see  "Death Benefit  Options--Alternative Death  Benefit") 3)  No
further  Policy Value Advances or Cash Value  Bonuses are credited 4) Any Policy
loan will be  charged interest at  an affective  annual rate of  3.85% per  year
payable in advance.
 
DIVIDENDS.  The  Policies are  nonparticipating. This  means  that they  are not
eligible for dividends and they do not participate in any distribution of Fortis
Benefits' surplus.
 
                                       27
<PAGE>
MANAGEMENT
 
The directors and  executive officers,  to the extent  responsible for  variable
life  insurance operations, of  Fortis Benefits are  listed below, together with
their principal occupations and business experience for the past five years:
 
<TABLE>
<CAPTION>
OFFICER-DIRECTORS
<S>                               <C>
Robert Brian Pollock (4)          President and Chief Executive Officer; before then Senior  Vice
                                  President--Life and Disability.
Thomas Michael Keller (5)         Executive  Vice President; before then Senior Vice President of
                                  Fortis, Inc.
Dean C. Kopperud (1)              Senior Vice President--; also officer of affiliated  companies;
                                  before then Senior Vice President, Integrated Resources, Inc.
OTHER DIRECTORS
Allen Royal Freedman (2)          Chairman and Chief Executive Officer of Fortis, Inc.
Henry Carroll Mackin (2)          Executive Vice President of Fortis, Inc.
Arie Aristide Fakkert (3)         Assistant General Manager of Fortis International N.V.
EXECUTIVE OFFICERS
Larry A. Medin (1)                Senior   Vice   President--Sales;  before   then   Senior  Vice
                                  President--Western Divisional Officer, Colonial Group, Inc.
Robert James Clancy (1)           Senior Vice  President--Investment  Products; also  officer  of
                                  affiliated companies.
Anthony J. Rotondi (1)            Senior   Vice  President--Life  Operations,   also  officer  of
                                  affiliated companies.
John W. Norton (1)                Senior Vice President and General Counsel--Life and  Investment
                                  Products; also officer of affiliated companies.
Michael John Peninger (4)         Senior Vice President and Chief Financial Officer
Jon H. Nicholson (1)              Vice President--Product Development and Marketing
</TABLE>
 
- -------------------------------------------
(1) Address:  Fortis Benefits  Insurance Company, P.O.  Box 64271,  St. Paul, MN
    55164. Fortis  Benefits  is  a wholly-owned  subsidiary  of  Time  Insurance
    Company,  515 West Wells, Milwaukee, WI  53201, which is itself wholly-owned
    by Fortis, Inc.
 
(2) Address: Fortis, Inc.,  One World  Trade Center,  Suite 5001,  New York,  NY
    10048.  Fortis, Inc. is wholly owned by Fortis International, N.V., which is
    itself wholly owned by AMEV/VSB 1990 N.V. The latter two companies share the
    same address as N.V. AMEV.  AMEV/VSB 1990 N.V. is  50% owned by Fortis  AMEV
    N.V.  and 50%  owned by  Fortis AG,  Boulevard Emile  Jacqmain 53, Brussels,
    Belgium.
 
(3) Address:  Fortis  AMEV  N.V.,  Archimedeslaan  10,  3584  BA  Utrecht,   The
    Netherlands.
 
(4) Address: 2323 Grand Avenue, Kansas City, MO 64108.
 
(5) Address: 515 West Wells, Milwaukee WI 53201.
 
VOTING PRIVILEGES
 
In  accordance with  its view of  current applicable law,  Fortis Benefits will,
with  respect  to  certain  matters,  vote  each  Subaccount's  shares  in   the
corresponding  Portfolio at regular and special  meetings of the shareholders of
Fortis Series in  proportion to  instructions received from  persons having  the
voting  interest  in  the  corresponding  Subaccount  of  the  Separate Account.
However, if the 1940  Act or any  rules thereunder should be  amended or if  the
present  interpretation thereof should  change, and as  a result Fortis Benefits
determines that it is permitted to vote such shares of the Portfolios in its own
right, it may elect to do so.
 
Each Policy owner  participating in a  Subaccount will be  entitled to cast  one
vote  with respect  to that  Subaccount for  each $100  of Policy  Value in that
Subaccount as of the  date stock ownership is  determined for the  corresponding
Fortis  Series  shareholder meeting.  (Fractional  votes will  be  counted.) All
shares of the Portfolio held by that  Subaccount will be voted in proportion  to
the votes of Policy owners participating in the Subaccount. Shares held in other
separate  accounts will in  general be voted in  accordance with instructions of
the participants therein. This tends  to diminish the relative voting  influence
of  the Policies.  Any shares  of a  Portfolio owned  by Fortis  Benefits in its
General Account or by affiliated companies  of Fortis Benefits will be voted  in
the
 
                                       28
<PAGE>
same  proportion  as instructions  for that  Portfolio  which are  received from
persons having the voting interest in all separate accounts investing in  Fortis
Series.
 
You  may give instructions regarding  the election of the  Board of Directors of
Fortis Series, ratification of  the selection of  its independent auditors,  the
approval  of  the  investment adviser  of  a Portfolio,  changes  in fundamental
investment policies of a Portfolio, and all other matters that are put to a vote
by Fortis Series shareholders.
 
Notwithstanding contrary voting instructions, Fortis Benefits may vote Portfolio
shares in any manner necessary  to enable any Portfolio  to (1) make or  refrain
from  making  any  change  in  the investments  or  investment  policies  of any
Portfolio, if required by any  insurance regulatory authority; (2) refrain  from
making  any  change in  the  investment policies  or  any investment  adviser or
principal underwriter of any Portfolio which  may be initiated by Policy  owners
or  the  Fortis  Series  Board  of  Directors,  provided  that  Fortis Benefits'
disapproval of  the  change is  reasonable  and, in  the  case of  a  change  in
investment  policies or investment adviser, based  on a good faith determination
that such change would  be contrary to state  law or otherwise inappropriate  in
light  of the Portfolio's objective  and purposes; or (3)  enter into or refrain
from entering into any advisory agreement or underwriting contract, if  required
by  any insurance regulatory authority. If Fortis Benefits does disregard Policy
owner voting instructions, an explanation of this action and the reasons for  it
will be included in the next semi-annual report to you.
 
REPORTS
 
You will receive promptly statements of significant transactions such as changes
in  Face Amount, transfers among Subaccounts, partial withdrawals, Policy loans,
loan repayments,  termination for  any reason,  reinstatement, premium  payments
(except  as noted below) and unpaid loan interest added to loan principal. These
transactions will also  be summarized in  an annual statement  sent to you.  The
annual  statement will be as of  a date not more than  60 days prior to mailing,
and will also summarize  the following other  items: premiums paid  by use of  a
plan  selected  by you  authorizing monthly  withdrawals  of premiums  from your
checking or  money market  account, paycheck  or government  payment during  the
annual  period, deductions of  charges occurring during  that annual period, any
Policy Value Advances and Cash Value Bonuses credited during that period and the
status of the death benefit, Policy Value  (both total and net of any  Surrender
Charge), amounts in the Subaccounts and General Account, and any Policy loan. In
addition,  you will be  sent semiannual reports  containing financial statements
for Fortis Series, as required by the 1940 Act. Fortis Benefits' current  policy
is  to honor  requests for  statements of  Policy values  during a  Policy year,
although Fortis Benefits reserves the right at any time to cease offering or  to
charge  for this  service. Such  statements may  be requested  through the phone
number on the cover of this Prospectus.
 
STATE REGULATION
 
Fortis Benefits  is  subject  to  regulation and  supervision  by  the  Commerce
Department  of the State of Minnesota,  which periodically examines its affairs.
It is also subject  to the insurance laws  and regulations of all  jurisdictions
where  it is authorized to  do business. Fortis Benefits  intends to satisfy the
necessary requirements to sell the policies in all states, other than New  York,
as soon as possible.
 
LEGAL MATTERS
 
The  legality of the Policies described in  this Prospectus has been passed upon
by Douglas  R. Lowe,  Esquire,  Assistant General  Counsel of  Fortis  Benefits.
Messrs.  Freedman, Levy, Kroll & Simonds,  Washington, D.C., have advised Fortis
Benefits on certain federal securities law matters.
 
EXPERTS
 
The financial  statements  of  Fortis  Benefits  Insurance  Company  and  Fortis
Benefits  Insurance Company Variable Account C appearing in this Prospectus have
been audited by Ernst & Young LLP,  independent auditors, as set forth in  their
reports  thereon appearing elsewhere  herein, and are  included in reliance upon
such reports given upon the authority of such firm as experts in accounting  and
auditing.
 
Actuarial  matters included  in this Prospectus  have been examined  by Renee C.
West, FSA, MAAA,  Actuarial Officer, Individual  Actuarial Department of  Fortis
Benefits,  as stated  in her  opinion filed  as an  exhibit to  the registration
statement.
 
RATINGS AND RANKINGS
 
Fortis Benefits may advertise  its relative performance  as compiled by  outside
organizations.  Following is a list of ratings services which may be referred to
in advertisements, along with the category in which the applicable Subaccount is
included:
 
<TABLE>
<CAPTION>
      RATING SERVICE             CATEGORY
- --------------------------  -------------------
<S>                         <C>
AGGRESSIVE GROWTH SUBACCOUNT
 
Morningstar Publications,
 Inc.                        aggressive Growth
</TABLE>
 
                                       29
<PAGE>
<TABLE>
<CAPTION>
      RATING SERVICE             CATEGORY
- --------------------------  -------------------
Lipper Analytical              small Company
 Services, Inc.                    Growth
<S>                         <C>
 
INTERNATIONAL STOCK SUBACCOUNT
 
Morningstar Publications,
 Inc.                       international stock
Lipper Analytical              international
 Services, Inc.                    equity
 
GLOBAL GROWTH SUBACCOUNT
 
Morningstar Publications,
 Inc.                       international stock
Lipper Analytical
 Services, Inc.                   global
 
GROWTH STOCK SUBACCOUNT
 
Morningstar Publications,
 Inc.                             growth
Lipper Analytical                 capital
 Services, Inc.                 appreciation
 
GROWTH AND INCOME SUBACCOUNT
 
Morningstar Publications,
 Inc.                        growth and income
Lipper Analytical
 Services, Inc.              growth and income
 
GLOBAL ASSET ALLOCATION SUBACCOUNT
 
Morningstar Publications,
 Inc.                            balanced
Lipper Analytical
 Services, Inc.               global flexible
 
ASSET ALLOCATION SUBACCOUNT
 
Morningstar Publications,
 Inc.                            balanced
Lipper Analytical
 Services, Inc.             flexible portfolios
 
HIGH YIELD SUBACCOUNT
 
Morningstar Publications,
 Inc.                           high Yield
Lipper Analytical
 Services, Inc.             high Current Yield
 
GLOBAL BOND SUBACCOUNT
 
Morningstar Publications,
 Inc.                       international bond
Lipper Analytical
 Services, Inc.                world income
 
DIVERSIFIED INCOME SUBACCOUNT
 
Morningstar Publications,
 Inc.                         corporate bond
Lipper Analytical
 Services, Inc.                general bond
 
U.S. GOVERNMENT SUBACCOUNT
 
Morningstar Publications,     U.S. government
 Inc.                               bond
Lipper Analytical
 Services, Inc.               U.S. government
 
MONEY MARKET SUBACCOUNT
 
Morningstar Publications,
 Inc.                          money market
Lipper Analytical
 Services, Inc.                money market
</TABLE>
 
FINANCIAL STATEMENTS
 
The financial statements of Fortis  Benefits included in this Prospectus  should
be  considered only as bearing  upon the ability of  Fortis Benefits to meet its
obligations under the Policies.
 
Fortis Benefits generally reinsures risks  for non-group insurance in excess  of
$500,000  per insured  with other  insurance companies.  See Notes  2 and  11 to
Fortis Benefits' financial statements.
 
                                       30
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
We  have audited  the accompanying balance  sheets of  Fortis Benefits Insurance
Company as of December 31, 1994 and 1993, and the related statements of  income,
shareholder's  equity and cash flows  for each of the  three years in the period
ended December 31, 1994.  These financial statements  are the responsibility  of
the  Company's management. Our responsibility is  to express an opinion on these
financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the  financial statements referred to  above present fairly,  in
all  material  respects, the  financial  position of  Fortis  Benefits Insurance
Company at December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
 
In 1993, as discussed in Note 2 to the financial statements, the Company changed
its method of accounting  for income taxes,  postretirement benefits other  than
pensions and certain investments in debt and equity securities.
 
            [LOGO]
Minneapolis, Minnesota
February 16, 1995
 
                                       31
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31
                                                                           -------------------------
                                                                              1994          1993
                                                                           -----------   -----------
<S>                                                                        <C>           <C>
ASSETS
Investments--Note 4
  Fixed maturities, at fair value (amortized cost 1994--$1,749,347,
   1993--$1,630,393).....................................................  $ 1,674,782   $ 1,706,702
  Equity securities, at fair value (cost 1994--$59,010 1993--$56,126)....       64,552        65,905
  Mortgage loans on real estate, less allowance for possible losses
   (1994--$7,429; 1993-- $6,324).........................................      452,547       355,515
  Policy loans...........................................................       49,221        47,009
  Short-term investments.................................................      117,562        73,382
  Real estate and other investments......................................       13,441        10,976
                                                                           -----------   -----------
                                                                             2,372,105     2,259,489
 
Cash.....................................................................       10,888         6,675
 
Receivables:
  Uncollected premiums...................................................       40,667        33,910
  Reinsurance recoverable on unpaid and paid losses......................       15,181        16,554
  Due from affiliates....................................................        2,220         4,555
  Other..................................................................       12,593         3,720
                                                                           -----------   -----------
                                                                                70,661        58,739
 
Accrued investment income................................................       38,584        32,591
Deferred policy acquisition costs--Note 5................................      232,198       196,483
Property and equipment at cost, less accumulated depreciation--Note 6....       56,939        53,540
Deferred federal income taxes--Note 8....................................       48,509            --
Other assets.............................................................        1,120           985
Assets held in separate accounts--Note 9.................................    1,212,910       975,637
                                                                           -----------   -----------
TOTAL ASSETS.............................................................  $ 4,043,914   $ 3,584,139
                                                                           -----------   -----------
                                                                           -----------   -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       32
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                           DECEMBER 31
                                                    -------------------------
                                                       1994          1993
                                                    -----------   -----------
<S>                                                 <C>           <C>
POLICY RESERVES, LIABILITIES, AND SHAREHOLDER'S
 EQUITY
 
POLICY RESERVES AND LIABILITIES
  Future policy benefit reserves:
    Traditional life insurance....................  $   375,257   $   353,407
    Interest sensitive and investment products....      912,653       690,061
    Accident and health...........................      798,293       752,047
                                                    -----------   -----------
                                                      2,086,203     1,795,515
 
  Unearned premiums...............................       16,145        18,574
  Other policy claims and benefits payable........      169,864       158,705
  Policyholder dividends payable..................        6,793        10,561
                                                    -----------   -----------
                                                      2,279,005     1,983,355
  Accrued expenses................................       45,905        45,035
  Current income taxes payable....................        4,352         1,069
  Deferred federal income taxes--Note 8...........           --         4,229
  Other liabilities...............................       32,416        48,107
  Liabilities related to separate accounts........    1,208,039       970,436
                                                    -----------   -----------
TOTAL POLICY RESERVES AND LIABILITIES.............    3,569,717     3,052,231
 
SHAREHOLDER'S EQUITY--Notes 1, 10 and 12
  Common stock, $5 par value, 1,000,000 shares
   authorized, issued and outstanding.............        5,000         5,000
  Additional paid-in capital......................      358,000       345,000
  Retained earnings...............................      153,551       130,694
  Unrealized gains (losses) on investments,
   net--Note 4....................................      (42,908)       50,144
  Unrealized gains on assets held in separate
   accounts net of deferred taxes of $298 in 1994
   and $576 in 1993...............................          554         1,070
                                                    -----------   -----------
TOTAL SHAREHOLDER'S EQUITY........................      474,197       531,908
                                                    -----------   -----------
TOTAL RESERVES, LIABILITIES, AND SHAREHOLDER'S
 EQUITY...........................................  $ 4,043,914   $ 3,584,139
                                                    -----------   -----------
                                                    -----------   -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       33
<PAGE>
STATEMENTS OF INCOME
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                                                   -------------------------------
                                                                     1994       1993       1992
                                                                   ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>
REVENUES
  Insurance operations
    Traditional life insurance premiums..........................  $ 207,824  $ 187,863  $ 191,887
    Interest sensitive and investment product policy charges.....     37,823     28,778     23,690
    Accident and health premiums.................................    776,799    738,412    751,534
                                                                   ---------  ---------  ---------
                                                                   1,022,446    955,053    967,111
  Net investment income--Note 4..................................    162,514    153,657    156,431
  Realized gains (losses) on investments--Note 4.................    (28,815)    73,623     37,928
  Other income...................................................     35,958     27,100     26,176
                                                                   ---------  ---------  ---------
      TOTAL REVENUES.............................................  1,192,103  1,209,433  1,187,646
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance...................................    162,168    145,958    151,291
    Interest sensitive and investment products...................     55,026     50,935     46,490
    Accident and health..........................................    620,367    598,146    591,927
                                                                   ---------  ---------  ---------
                                                                     837,561    795,039    789,708
  Policyholder dividends.........................................      1,986      5,855      5,061
  Amortization of deferred policy acquisition costs--Note 5......     34,566     36,503     37,005
  Insurance commissions..........................................     86,111     76,816     80,275
  General and administrative expenses............................    197,427    185,986    199,481
                                                                   ---------  ---------  ---------
      TOTAL BENEFITS AND EXPENSES................................  1,157,651  1,100,199  1,111,530
                                                                   ---------  ---------  ---------
Income before federal income taxes and cumulative effect of
 accounting changes..............................................     34,452    109,234     76,116
Federal income taxes--Note 8.....................................     11,595     31,090     25,660
                                                                   ---------  ---------  ---------
Income before cumulative effect of accounting changes............     22,857     78,144     50,456
  Cumulative effect of change in accounting for income
   taxes--Note 2.................................................         --      4,814         --
  Cumulative effect of change in accounting for postretirement
   benefits other than pensions, net of tax--Note 2..............         --     (1,251)        --
                                                                   ---------  ---------  ---------
      NET INCOME.................................................  $  22,857  $  81,707  $  50,456
                                                                   ---------  ---------  ---------
                                                                   ---------  ---------  ---------
</TABLE>
 
                       See notes to financial statements.
 
                                       34
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                         UNREALIZED
                                                                                          GAINS ON
                                                                          UNREALIZED       ASSETS
                                               ADDITIONAL                    GAINS         HELD IN
                                    COMMON       PAID-IN     RETAINED     (LOSSES) ON     SEPARATE
                                     STOCK       CAPITAL     EARNINGS     INVESTMENTS     ACCOUNTS       TOTAL
                                  -----------  -----------  -----------  -------------  -------------  ---------
<S>                               <C>          <C>          <C>          <C>            <C>            <C>
Balance January 1, 1992.........   $   5,000    $ 345,000    $   2,178     $     860      $     588    $ 353,626
Net income......................          --           --       50,456            --             --       50,456
Change in unrealized gains on
 investments, net...............          --           --           --         3,403             --        3,403
Change in unrealized gains on
 assets held in separate
 account, net of deferred tax
 expense of $36.................          --           --           --            --             69           69
                                       -----   -----------  -----------  -------------        -----    ---------
Balance December 31, 1992.......       5,000      345,000       52,634         4,263            657      407,554
                                       -----   -----------  -----------  -------------        -----    ---------
Net income......................          --           --       81,707            --             --       81,707
Dividends to shareholder........          --           --       (4,000)           --             --       (4,000)
Other...........................          --           --          353            --             --          353
Change in unrealized gains on
 investments, net...............          --           --           --         2,099             --        2,099
Change in unrealized gains on
 investments, net, resulting
 from initial adoption of FASB
 115 (Note 1)...................          --           --           --        43,782             --       43,782
Change in unrealized gain on
 assets held in separate
 account, net of deferred tax
 expense of $238................          --           --           --            --            413          413
                                       -----   -----------  -----------  -------------        -----    ---------
Balance December 31, 1993.......       5,000      345,000      130,694        50,144          1,070      531,908
                                       -----   -----------  -----------  -------------        -----    ---------
Net income......................          --           --       22,857            --             --       22,857
Additional paid-in capital......          --       13,000           --            --             --       13,000
Change in unrealized losses on
 investments, net...............          --           --           --       (93,052)            --      (93,052)
Change in unrealized loss on
 assets held in separate
 account, net of deferred tax
 benefit of $277................          --           --           --            --           (516)        (516)
                                       -----   -----------  -----------  -------------        -----    ---------
Balance December 31, 1994.......   $   5,000    $ 358,000    $ 153,551     $ (42,908)     $     554    $ 474,197
                                       -----   -----------  -----------  -------------        -----    ---------
                                       -----   -----------  -----------  -------------        -----    ---------
</TABLE>
 
                       See notes to financial statements.
 
                                       35
<PAGE>
STATEMENTS OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31
                                                    -----------------------------------------
                                                        1993           1992          1991
                                                    ------------   ------------   -----------
<S>                                                 <C>            <C>            <C>
OPERATING ACTIVITIES
  Net income......................................  $     22,857   $     81,707   $    50,456
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Cumulative effect of accounting changes.......            --         (3,563)           --
    Increase in future policy benefit reserves for
     traditional, interest sensitive and accident
     and health policies..........................        79,014         58,299        44,582
    Increase (decrease) in other policy claims and
     benefits and policyholder dividends
     payable......................................        10,075        (15,868)       (8,318)
    Decrease in deferred federal income taxes.....        (2,356)        (9,776)      (28,923)
    Increase (decrease) in income taxes payable...         3,283        (12,733)       (3,218)
    Amortization of policy acquisition costs......        34,566         36,503        37,005
    Policy acquisition costs deferred.............       (54,349)       (45,841)      (31,232)
    Provision for mortgage loan losses............         1,105          1,648         1,653
    Provision for depreciation....................        12,267          9,399         7,506
    Accrual of discount, net......................          (914)            72         3,868
    Change in uncollected premiums, accrued
     investment income, other receivables,
     unearned premiums, accrued expenses and other
     liabilities..................................       (36,650)         5,751         1,135
    Net realized (gains) losses on investments....        28,815        (73,623)      (37,928)
    Other.........................................          (135)           164           289
                                                    ------------   ------------   -----------
      NET CASH PROVIDED BY OPERATING ACTIVITIES...        97,578         32,139        36,875
INVESTING ACTIVITIES
  Purchase of fixed maturity investments..........    (1,943,697)    (2,337,842)   (2,459,482)
  Sales or maturities of fixed maturity
   investments....................................     1,798,184      2,358,288     2,431,920
  (Increase) decrease in short-term investments...       (44,266)        28,756       (76,226)
  Purchase of other investments...................      (211,836)      (201,601)      (46,054)
  Sales or maturities of other investments........       104,399         75,539        33,414
  Purchase of property and equipment..............       (16,164)       (13,155)      (27,370)
  Purchase of group insurance business............        (6,644)        (5,521)       (8,685)
  Other...........................................           500             49        12,241
                                                    ------------   ------------   -----------
      NET CASH USED BY INVESTING ACTIVITIES.......      (319,524)       (95,487)     (140,242)
                                                    ------------   ------------   -----------
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received.......................       200,499         68,943        99,631
    Surrenders and death benefits.................       (19,207)       (37,262)      (23,371)
    Interest credited to policyholders............        31,867         30,024        27,958
  Additional paid-in capital from shareholder.....        13,000             --            --
  Dividends paid to shareholder...................            --         (4,000)       (8,000)
                                                    ------------   ------------   -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES...       226,159         57,705        96,218
                                                    ------------   ------------   -----------
      INCREASE (DECREASE) IN CASH.................         4,213         (5,643)       (7,149)
Cash at beginning of year.........................         6,675         12,318        19,467
                                                    ------------   ------------   -----------
      CASH AT END OF YEAR.........................  $     10,888   $      6,675   $    12,318
                                                    ------------   ------------   -----------
                                                    ------------   ------------   -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       36
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
DECEMBER 31, 1994
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF STATEMENT PRESENTATION: Fortis Benefits Insurance Company (the Company)
is  incorporated  in Minnesota  and is  an  indirect wholly-owned  subsidiary of
Fortis, Inc. The financial statements are presented in conformity with generally
accepted accounting principles. Certain  amounts included in  the 1993 and  1992
financial statements have been reclassified to conform to the 1994 presentation.
 
RECOGNITION  OF REVENUES, POLICY RESERVES AND LIABILITIES AND POLICY ACQUISITION
COSTS: The Company follows generally accepted accounting principles which differ
in certain respects from statutory accounting practices prescribed or  permitted
by regulatory authorities. The more significant of these principles are:
 
    Premiums  for  long-duration  traditional life  policies  are  recognized as
    revenues when due  over the  premium-paying period.  Liabilities for  future
    policy  benefits and  expenses are computed  using the net  level method and
    include investment yield, mortality, withdrawal, and other assumptions based
    on the Company's  experience, modified as  necessary to reflect  anticipated
    trends and to include provisions for possible unfavorable deviations.
 
    Revenues  for  universal life  and  investment products  consist  of charges
    assessed against policy account balances during  the period for the cost  of
    insurance,  policy  administration,  and  surrender  charges.  Future policy
    benefit reserves are  computed under  the retrospective  deposit method  and
    consist  of policy account balances  before applicable surrender charges and
    certain deferred policy initiation fees that are being recognized in  income
    over the term of the policies. Policy benefits charged to expense during the
    period  include  amounts  paid  in excess  of  policy  account  balances and
    interest credited  to policy  account balances.  Interest credit  rates  for
    universal  life and investment products ranged from  4% to 7.80% in 1994 and
    4% to 7.75% in 1993.
 
    Premiums for long-term disability, short-term traditional life, and accident
    and health are recognized  as revenues ratably over  the contract period  in
    proportion  to the  risk insured.  Liabilities for  future disability income
    policy benefits are based  on the 1964 Commissioners  Disability Table at  6
    percent  interest. Calculated reserves  are modified based  on the Company's
    actual experience. Claims and benefits payable for reported and incurred but
    not reported  losses and  related loss  adjustment expenses  are  determined
    using  case-basis estimates and past experience.  The methods of making such
    estimates and establishing the related liabilities are continually  reviewed
    and  updated. Any adjustments resulting  therefrom are reflected in earnings
    currently.
 
    For traditional life, interest sensitive and investment products in force at
    inception, the  Company recorded  the  present value  of future  profits  as
    deferred  policy  acquisition costs.  For traditional  life, such  costs are
    amortized in proportion to premium revenue over the estimated premium paying
    period of  the  related  policies. For  interest  sensitive  and  investment
    products,  such costs  are amortized in  relation to  statutory profits. For
    group life, accident and health,  disability, and dental insurance  business
    acquired  on October 1, 1991 (see Note  3), the Company recorded the present
    value of future profits  as deferred policy  acquisition costs. These  costs
    are  amortized in proportion  to premium revenue  over the estimated premium
    paying period of the  related policies and, if  required, are expensed  when
    such  costs are  deemed not to  be recoverable from  future policy revenues,
    including the related investment income.
 
    For insurance products issued subsequent to December 31, 1984, the costs  of
    acquiring  new business,  which vary  with and  are directly  related to the
    production of new  business, are  deferred, to the  extent recoverable  from
    future  profits, and  amortized against  income. The  period of amortization
    varies depending upon the product. For traditional life products, the policy
    acquisition costs are deferred and amortized over the premium paying  period
    of the contracts. For interest sensitive and investment products, the policy
    acquisition  costs are  deferred and  amortized in  relation to  the present
    value of estimated future gross profits.
 
                                       37
<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS: The  Company's  investment  strategy is  developed  based  on  many
factors including insurance liability matching, rate of return, maturity, credit
risk, tax considerations and regulatory requirements.
 
Prior to December 31, 1993, the Company classified fixed maturity investments as
available-for-sale  recorded at the lower of  amortized cost or market, computed
on a portfolio basis. Equity securities were carried at fair value. At  December
31,  1993, all fixed  maturity securities were  classified as available-for-sale
and carried at fair value. The effect of adopting Statement 115 at December  31,
1993  was to  increase the carrying  amount of fixed  maturities by $76,309,000,
policyholder  dividends  payable  by   $2,684,000,  deferred  income  taxes   by
$23,575,000  and shareholder's equity by $43,782,000  and to reduce the carrying
amount of deferred policy  acquisition costs by  $6,268,000. Beginning in  1994,
the  classification of fixed maturity  investments between available-for-sale or
held to maturity is made at the  time of each purchase and, prospectively,  that
classification is reevaluated as of each balance sheet date.
 
Changes in market values of available-for-sale securities, after deferred income
taxes  and after adjustment for the  amortization of deferred policy acquisition
costs, and  participating  policyholders'  share of  earnings  are  reported  as
unrealized  gains (losses) on investments  directly in shareholder's equity and,
accordingly, have  no  effect on  net  income.  The offsets  to  the  unrealized
appreciation or depreciation represent valuation adjustments relating to amounts
of  additional  deferred policy  acquisition costs  or amortization  of deferred
policy acquisition costs and the  additional liabilities established for  future
policyholder  benefits and  participating policyholders' share  of the Company's
earnings that would have been required as  a charge or credit to operations  had
such unrealized amounts been realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the  initial  principal loaned  not exceed  80%  of the  appraised value  of the
property securing  the  loan. The  Company's  policy fully  complies  with  this
statute. Mortgage loans on real estate are reported at unpaid balances, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change  in the allowance for possible losses is recorded with realized gains and
losses on investments. Policy loans are reported at unpaid balance.
 
Realized gains and losses on sales of investments, and declines in value  judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY  AND  EQUIPMENT:  Property  and equipment  are  recorded  at  cost less
accumulated depreciation. The Company  provides for depreciation principally  on
the  straight  line  method  over  the estimated  useful  lives  of  the related
property.
 
INCOME TAXES: Income  taxes have  been provided  using the  liability method  in
accordance  with Financial  Accounting Standards  Board ("FASB")  Statement 109,
ACCOUNTING FOR INCOME TAXES. Deferred tax assets and liabilities are  determined
based  on the differences between the financial  reporting and the tax bases and
are measured using the enacted tax rates.
 
SEPARATE ACCOUNTS:  Assets and  liabilities  associated with  separate  accounts
relate  to  premium and  annuity considerations  for  variable life  and annuity
products for  which  the contractholder,  rather  than the  Company,  bears  the
investment risk. Separate account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS: The economy and other factors have caused an increase
in the number of insurance companies that are under regulatory supervision. This
circumstance  may result in an increase  in assessments by state guaranty funds,
or voluntary  payments  by  solvent  insurance companies,  to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered through  a reduction  in future  premium taxes  in some
states. The Company  is not  able to reasonably  estimate the  impact of  future
assessments  on its financial position but does not believe that the impact will
be material.
 
2.  CHANGES IN ACCOUNTING PRINCIPLES
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS: Effective
January 1, 1993, the Company  adopted FASB Statement 106, EMPLOYERS'  ACCOUNTING
FOR  POSTRETIREMENT  BENEFITS  OTHER  THAN  PENSIONS.  The  Company  elected  to
 
                                       38
<PAGE>
2.  CHANGES IN ACCOUNTING PRINCIPLES (CONTINUED)
immediately recognize the  cumulative effect  of this change  in accounting  for
postretirement  benefits of  $1,895,000 ($1,251,000  net of  deferred income tax
benefit), which  represents the  accumulated postretirement  benefit  obligation
existing  at January  1, 1993. Prior  years' financial statements  have not been
restated. The impact  of Statement  106 on operating  results for  1993 was  not
material.
 
ACCOUNTING FOR INCOME TAXES: Effective January 1, 1993, the Company adopted FASB
Statement 109, ACCOUNTING FOR INCOME TAXES. Statement 109 provides for a balance
sheet  approach in determining  deferred income tax  assets and liabilities. The
cumulative effect of adopting Statement 109 increased the Company's deferred tax
asset and net  income by approximately  $4,814,000 in 1993.  As permitted  under
Statement 109, prior years' financial statements have not been restated.
 
ACCOUNTING  AND REPORTING  FOR REINSURANCE  OF SHORT-DURATION  AND LONG-DURATION
CONTRACTS: In  1993, the  Company  adopted FASB  Statement 113,  ACCOUNTING  AND
REPORTING  FOR REINSURANCE OF SHORT-DURATION  AND LONG-DURATION CONTRACTS. Under
Statement 113,  amounts  paid  or  deemed to  have  been  paid  for  reinsurance
contracts  are  recorded as  reinsurance  recoverables. The  effect  of adopting
Statement 113 was  to increase  both assets  and liabilities  by $15,752,000  at
December 31, 1993.
 
ACCOUNTING  FOR CERTAIN  DEBT AND  EQUITY SECURITIES:  The Company  adopted FASB
Statement 115, ACCOUNTING FOR CERTAIN DEBT AND EQUITY SECURITIES, as of December
31,  1993.  Under  Statement  115,  all  fixed  maturities  are  classified   as
available-for-sale  and carried at fair  value, while equity securities continue
to be carried  at fair value.  Adoption of Statement  115 had no  effect on  net
income in 1993.
 
3.  ACQUIRED BUSINESS
In  October,  1991, the  Company purchased  certain  assets and  assumed certain
liabilities from The  Mutual Benefit  Life Insurance  Company in  Rehabilitation
(MBL).  The  seller  transferred  to the  Company,  the  assets  and liabilities
relating to the group life, accident and health, disability and dental insurance
business of MBL. The  acquisition was accounted for  as a purchase. The  Company
purchased  this business for $318,000,000. Per contractual agreement, additional
payments were paid to MBL based upon the persistency of the long term disability
portion of  the  business. Under  terms  of  this agreement,  the  Company  paid
$6,644,000,  $5,521,000 and  $8,685,000 in  1994, 1993,  and 1992, respectively.
This additional purchase price was accounted for as deferred policy  acquisition
costs. No additional payments will be made.
 
                                       39
<PAGE>
4.  INVESTMENTS
AVAILABLE  FOR SALE SECURITIES: The following is  a summary of the available for
sale securities (in thousands):
 
<TABLE>
<CAPTION>
                                                                    GROSS        GROSS
                                                     AMORTIZED    UNREALIZED   UNREALIZED
                                                       COST          GAIN         LOSS      FAIR VALUE
                                                    -----------   ----------   ----------   -----------
<S>                                                 <C>           <C>          <C>          <C>
December 31, 1994:
  Fixed Income Securities:
    Governments...................................  $  829,607     $ 1,129      $40,642     $  790,094
    Public utilities..............................      60,885       1,132        1,389         60,628
    Industrial & miscellaneous....................     847,018       3,184       38,505        811,697
    Other.........................................      11,837         764          238         12,363
                                                    -----------   ----------   ----------   -----------
      Total.......................................   1,749,347       6,209       80,774      1,674,782
  Equity Securities...............................      59,010       9,896        4,354         64,552
                                                    -----------   ----------   ----------   -----------
      Total.......................................  $1,808,357     $16,105      $85,128     $1,739,334
                                                    -----------   ----------   ----------   -----------
                                                    -----------   ----------   ----------   -----------
December 31, 1993:
  Fixed Income Securities:
    Governments...................................  $  323,629     $ 8,684      $ 2,642     $  329,671
    Public utilities..............................     108,444       9,583           --        118,027
    Industrial & miscellaneous....................   1,010,933      58,880        3,294      1,066,519
    Other.........................................     187,387       5,338          240        192,485
                                                    -----------   ----------   ----------   -----------
      Total.......................................   1,630,393      82,485        6,176      1,706,702
  Equity Securities...............................      56,126      12,040        2,261         65,905
                                                    -----------   ----------   ----------   -----------
      Total.......................................  $1,686,519     $94,525      $ 8,437     $1,772,607
                                                    -----------   ----------   ----------   -----------
                                                    -----------   ----------   ----------   -----------
</TABLE>
 
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1994, by contractual maturity,  are shown below (in
thousands). 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>
                                                     AMORTIZED
                                                       COST       FAIR VALUE
                                                    -----------   -----------
<S>                                                 <C>           <C>
Due in one year or less...........................  $   54,540    $   54,333
Due after one year through five years.............     407,103       393,734
Due after five years through ten years............     650,526       629,070
Due after ten years...............................     637,178       597,645
                                                    -----------   -----------
  Total...........................................  $1,749,347    $1,674,782
                                                    -----------   -----------
                                                    -----------   -----------
</TABLE>
 
MORTGAGE LOANS: The Company has  issued commercial mortgage loans on  properties
located  throughout the country.  Approximately 34% of  outstanding principal is
concentrated in the states of California, Florida and Texas at December 31, 1994
as compared  to  38% at  December  31,  1993. Loan  commitments  outstanding  at
December 31, 1994 totalled $47,375,000.
 
In  May 1993, FASB issued Statement  114, ACCOUNTING BY CREDITORS FOR IMPAIRMENT
OF A LOAN, which becomes effective for fiscal years beginning after December 15,
1994, and which  the Company  will adopt in  1995. Statement  114 requires  that
impaired  loans are to  be valued at  the present value  of expected future cash
flows discounted  at the  loan's effective  interest rate,  or, as  a  practical
expedient,  at the loan's observable  market price, or the  fair market value of
the collateral if the loan is collateral dependent. The Company does not  expect
the  impact of adoption  to be material  to its financial  position or operating
results.
 
                                       40
<PAGE>
4.  INVESTMENTS (CONTINUED)
INVESTMENTS ON DEPOSIT: The Company had  fixed maturities and mortgage loans  on
real  estate carried at $2,635,000 and $8,132,000, respectively, at December 31,
1994, and  $2,470,000  and $8,132,000  respectively,  at December  31,  1993  on
deposit with various governmental authorities as required by law.
 
NET  UNREALIZED  GAINS  (LOSSES):  The adjusted  net  unrealized  gains (losses)
recorded in shareholder's equity (See Note 1) were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                   1994       1993       1992
                                                                 ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>
Change in unrealized gains (losses) before adjustment for the
 following items (for equity securities only in 1993 and
 1992):........................................................  $(155,923) $   3,979  $   5,705
  Capitalization (amortization) of deferred policy acquisition
   costs.......................................................      9,288         --         --
  Effect of initial adoption of FASB 115.......................         --     43,782         --
  Participating policyholders' share of earnings...............      2,684         --         --
  Deferred income taxes........................................     50,383     (1,467)    (2,233)
                                                                 ---------  ---------  ---------
Change in net unrealized gains (losses)........................    (93,568)    46,294      3,472
Net unrealized gains, beginning of the year....................     51,214      4,920      1,448
                                                                 ---------  ---------  ---------
Net unrealized gains (losses), end of year.....................  $ (42,354) $  51,214  $   4,920
                                                                 ---------  ---------  ---------
                                                                 ---------  ---------  ---------
</TABLE>
 
The increase (decrease) in  unrealized gains on  fixed maturity investments  was
$31,079,000 in 1993 and $(5,538,000) in 1992. The deferred tax expense (benefit)
would have been $10,878,000 in 1993 and $(1,883,000) in 1992.
 
NET  INVESTMENT  INCOME  AND  REALIZED  GAINS  (LOSSES)  ON  INVESTMENTS:  Major
categories of net investment income  and realized gains (losses) on  investments
for each year were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                 REALIZED GAINS (LOSSES)
                                                 NET INVESTMENT INCOME               ON INVESTMENTS
                                            -------------------------------  -------------------------------
                                              1994       1993       1992       1994       1993       1992
                                            ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>
Fixed maturities..........................  $ 119,668  $ 120,844  $ 128,532  $ (27,854) $  70,626  $  38,864
Equity securities.........................      1,937      1,490        654      1,352      3,955         10
Mortgage loans on real estate.............     36,816     28,370     25,205     (2,992)    (1,805)    (1,700)
Policy loans..............................      2,731      3,004      2,968         --         --         --
Short-term investments....................      4,671      4,282      3,152        (60)         1          4
Real estate & other investments...........      2,138      1,171      1,132        739        846        750
                                            ---------  ---------  ---------  ---------  ---------  ---------
  Total...................................    167,961    159,161    161,643  $ (28,815) $  73,623  $  37,928
                                                                             ---------  ---------  ---------
                                                                             ---------  ---------  ---------
Expenses..................................     (5,447)    (5,504)    (5,212)
                                            ---------  ---------  ---------
                                            $ 162,514  $ 153,657  $ 156,431
                                            ---------  ---------  ---------
                                            ---------  ---------  ---------
</TABLE>
 
Proceeds  from  sales of  investments in  fixed maturities  were $1,798,185,000,
$335,230,000, and $2,425,212,000  in 1994, 1993,  and 1992, respectively.  Gross
gains   of  $16,618,000,  $75,133,000  and   $55,833,000  and  gross  losses  of
$44,472,000, $4,507,000, and  $16,969,000 were  realized on the  sales in  1994,
1993, and 1992, respectively.
 
                                       41
<PAGE>
5.  DEFERRED POLICY ACQUISITION COSTS
The  changes in deferred policy acquisition costs by product were as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                  INTEREST
                                                                SENSITIVE AND
                                                   TRADITIONAL   INVESTMENT    ACCIDENT AND
                                                      LIFE        PRODUCTS        HEALTH        TOTAL
                                                   -----------  -------------  -------------  ---------
<S>                                                <C>          <C>            <C>            <C>
Balance January 1, 1993..........................   $  74,325     $  59,212      $  54,354    $ 187,891
Acquisition costs deferred:
  Acquired business..............................          --            --          5,521        5,521
  Other business.................................          --        45,841             --       45,841
Acquisition costs amortized......................     (12,851)      (10,839)       (12,812)     (36,502)
Allowance for additional amortization from
 unrealized gains on available-for-sale
 securities......................................          --        (6,268)            --       (6,268)
                                                   -----------  -------------  -------------  ---------
Balance December 31, 1993........................      61,474        87,946         47,063      196,483
Acquisition costs deferred:
  Acquired business..............................          --            --          6,644        6,644
  Other business.................................          --        54,349             --       54,349
Acquisition costs amortized......................     (11,564)      (10,274)       (12,728)     (34,566)
Additional deferred acquisition costs from
 unrealized losses on available-for-sale
 securities......................................          --         9,288             --        9,288
                                                   -----------  -------------  -------------  ---------
Balance December 31, 1994........................   $  49,910     $ 141,309      $  40,979    $ 232,198
                                                   -----------  -------------  -------------  ---------
                                                   -----------  -------------  -------------  ---------
</TABLE>
 
Included within total deferred policy acquisition costs at December 31, 1994  is
$68,194,000 of present value of future profits (PVP) resulting from acquisitions
accounted  for as a purchase. The estimated amount of PVP to be amortized during
each of the next four years is as follows: 1995--$21,444,000; 1996--$19,210,000;
1997--$17,262,000; 1998--$10,278,000.
 
During 1994,  1993,  and 1992,  the  Company  sold portions  of  its  investment
portfolio  and  in accordance  with FASB  Statement 97,  the recognition  of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition  costs   deferred  of   $(935,000),  $5,400,000,   and   $5,300,000,
respectively.   In   addition,   the  Company   (reduced)   recorded  additional
policyholder dividends payable of $(761,000) in 1994 and $2,800,000 in 1993.
 
6.  PROPERTY AND EQUIPMENT
A summary of property and equipment for each year follows (in thousands):
 
<TABLE>
<CAPTION>
                                                           1994       1993
                                                         ---------  ---------
<S>                                                      <C>        <C>
Land...................................................  $   1,900  $   1,900
Building and improvements..............................     23,084     22,382
Furniture and equipment................................     68,017     55,896
                                                         ---------  ---------
                                                            93,001     80,178
Less accumulated depreciation..........................    (36,062)   (26,638)
                                                         ---------  ---------
  NET PROPERTY AND EQUIPMENT...........................  $  56,939  $  53,540
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
                                       42
<PAGE>
7.  UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Activity for the  liability for  unpaid accident  and health  claims and  claims
adjustment expense is summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                       -------------------------------
                                                                         1994       1993       1992
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables.............  $ 806,538  $ 776,194  $ 755,849
Add: Incurred losses related to:
  Current year.......................................................    656,052    612,621    645,008
  Prior years........................................................    (58,218)   (41,619)   (54,869)
                                                                       ---------  ---------  ---------
Total incurred losses................................................    597,834    571,002    590,139
Deduct: Paid losses related to:
  Current year.......................................................    377,595    353,124    378,879
  Prior years........................................................    187,967    187,534    190,915
                                                                       ---------  ---------  ---------
Total paid losses....................................................    565,562    540,658    569,794
                                                                       ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables...........  $ 838,810  $ 806,538  $ 776,194
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
In  1994 and  1993, the  accident/health business  experienced overall favorable
development on claims  reserves established  as of  the previous  year end.  The
favorable  development  was  a  result  of  lower  medical  costs  due  to  less
uncertainty  in  the  health  business,  a  reduction  of  loss  reserves  which
considered  historically  high  inflation  in  medical  costs  and,  in  1994, a
refinement in the claims reserve estimates.
 
8.  FEDERAL INCOME TAXES
The Company reports  its taxable  income in  a consolidated  federal income  tax
return  along  with other  affiliated subsidiaries  of  Fortis, Inc.  Income tax
expense or credits are allocated  among the affiliated subsidiaries by  applying
corporate  income tax rates to  taxable income or loss  determined on a separate
return basis according to a Tax Allocation Agreement.
 
The cumulative effect of  adopting Statement 109  as of January  1, 1993 was  to
increase net income for 1993 by $4,814,000. An increase in the tax rate from 34%
to  35% was effective  in the third quarter  of 1993 and  resulted in a $305,000
increase in net income from the recalculation of the deferred liability account.
 
Deferred income  taxes reflect  the  net tax  effects of  temporary  differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                       43
<PAGE>
8.  FEDERAL INCOME TAXES (CONTINUED)
The  significant components of the Company's deferred tax liabilities and assets
as of December 31, 1994 and 1993 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                           1994       1993
                                                         ---------  ---------
<S>                                                      <C>        <C>
Deferred tax assets:
  Reserves.............................................  $  42,715  $  46,823
  Separate account assets/liabilities..................     27,663     19,313
  Unrealized losses....................................     22,806         --
  Accrued liabilities..................................     14,565     12,142
  Claims and benefits payable..........................      1,976      1,860
  Other................................................      1,393      1,268
                                                         ---------  ---------
  Total deferred tax assets............................    111,118     81,406
 
Deferred tax liabilities:
  Unrealized gains.....................................         --     27,577
  Deferred policy acquisition costs....................     55,329     43,336
  Investments..........................................      1,194      9,949
  Fixed assets.........................................      6,086      4,585
  Other................................................         --        188
                                                         ---------  ---------
  Total deferred tax liabilities.......................     62,609     85,635
                                                         ---------  ---------
  Net deferred tax asset (liability)...................  $  48,509  $  (4,229)
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company is required  to establish a valuation  allowance for any portion  of
the  deferred tax asset  that management believes  will not be  realized. In the
opinion of management, it is more likely than not that the Company will  realize
the  benefit  of the  deferred  tax assets,  and,  therefore, no  such valuation
allowance has been established.
 
The components of  the provision for  deferred income taxes  for the year  ended
December 31, 1992 based on APB Opinion 11 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                    1992
                                                                  ---------
<S>                                                               <C>
Amortization of present value of future profits.................  $  (4,709)
Deferred policy acquisition costs...............................      2,898
Increase in policy reserves.....................................    (10,568)
Accrual of discount on investments..............................        474
Purchase accounting adjustments.................................    (24,711)
Depreciation expense............................................      1,323
Discounting of post-1986 unpaid losses and loss adjustment
 expenses.......................................................        660
Expenses accrued not currently deductible for tax...............     (4,369)
Other...........................................................     (1,648)
                                                                  ---------
  Deferred income tax expense (benefit).........................  $ (40,650)
                                                                  ---------
                                                                  ---------
</TABLE>
 
The  Company's tax  expense before  cumulative effect  of accounting  changes is
shown as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                   1994       1993       1992
                                                 ---------  ---------  ---------
<S>                                              <C>        <C>        <C>
Current........................................  $  15,046  $  35,747  $  66,310
Deferred.......................................     (3,451)    (4,657)   (40,650)
                                                 ---------  ---------  ---------
                                                 $  11,595  $  31,090  $  25,660
                                                 ---------  ---------  ---------
                                                 ---------  ---------  ---------
</TABLE>
 
                                       44
<PAGE>
8.  FEDERAL INCOME TAXES (CONTINUED)
Tax payments were  made of  $18,080,000, $53,600,000, and  $64,600,000 in  1994,
1993,  and  1992,  respectively. Tax  refunds  were received  of  $7,729,000 and
$17,130,493 in 1994 and 1992, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                     1994     1993     1992
                                                     -----    -----    -----
<S>                                                  <C>      <C>      <C>
Statutory income tax rate.........................   35.0%    35.0%    34.0%
Tax audit provision...............................    0.8     (4.6)      --
Other, net........................................   (2.1)    (1.9)    (0.3)
                                                     -----    -----    -----
                                                     33.7%    28.5%    33.7%
                                                     -----    -----    -----
                                                     -----    -----    -----
</TABLE>
 
9.  ASSETS HELD IN SEPARATE ACCOUNTS
Separate account assets were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                       1994         1993
                                                    -----------   ---------
<S>                                                 <C>           <C>
Premium and annuity considerations for the
 variable annuity products and variable universal
 life product for which the contractholder, rather
 than the Company, bears the investment risk......  $ 1,208,038   $ 970,436
Assets of the separate accounts owned by the
 Company, at fair value...........................        4,872       5,201
                                                    -----------   ---------
                                                    $ 1,212,910   $ 975,637
                                                    -----------   ---------
                                                    -----------   ---------
</TABLE>
 
                                       45
<PAGE>
10. STATUTORY ACCOUNTING PRACTICES
Reconciliations of net income and shareholder's equity on the basis of statutory
accounting to the related amounts presented in the accompanying statements  were
as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                    SHAREHOLDER'S EQUITY
                                                             NET INCOME
                                                   -------------------------------  --------------------
                                                     1994       1993       1992       1994       1993
                                                   ---------  ---------  ---------  ---------  ---------
<S>                                                <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices..........  $  49,759  $  46,605  $  26,499  $ 304,231  $ 258,574
Deferred policy acquisition costs................     19,783      9,338     (5,772)   232,198    196,483
Investment valuation differences.................        370        520        (17)   (85,944)    65,716
Deferred and uncollected premiums................        (14)     1,655        763     (8,393)    (8,680)
Unearned premiums................................      1,126      7,035     (1,253)   (13,008)   (14,133)
Loading and equity in unearned premiums..........        316       (179)      (248)        85         82
Property and equipment...........................       (204)       (63)       (20)    22,027     18,424
Policy reserves..................................    (26,655)   (38,558)   (19,606)   (72,192)   (45,547)
Current income taxes payable.....................         --      4,656     (1,609)    (4,786)    (4,786)
Deferred income taxes............................      2,356      9,776     40,650     48,509     (4,229)
Realized gains (losses) on investments...........     (1,052)     3,651       (781)        --         --
Realized gains (losses) transferred to the
 Interest Maintenance Reserve (IMR), net of
 tax.............................................    (18,456)    40,459     23,266         --         --
Amortization of IMR, net of tax..................     (5,479)    (3,777)    (8,649)        --         --
Interest maintenance reserve.....................         --         --         --     27,364     51,299
Asset valuation reserve..........................         --         --         --     32,011     31,233
Cumulative effect of accounting changes..........         --      3,563         --         --         --
Other, net.......................................      1,007     (2,974)    (2,767)    (7,905)   (12,528)
                                                   ---------  ---------  ---------  ---------  ---------
                                                   $  22,857  $  81,707  $  50,456  $ 474,197  $ 531,908
                                                   ---------  ---------  ---------  ---------  ---------
                                                   ---------  ---------  ---------  ---------  ---------
</TABLE>
 
11. REINSURANCE
The  maximum amount that the Company retains on any one life is $750,000 of life
insurance  including  accidental  death.  Amounts  in  excess  of  $750,000  are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded reinsurance premiums were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                      1994       1993       1992
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Life Insurance....................................  $  5,571   $  4,366   $  5,772
Accident & Health Insurance.......................    36,782     37,088     46,508
                                                    --------   --------   --------
                                                    $ 42,353   $ 41,454   $ 52,280
                                                    --------   --------   --------
                                                    --------   --------   --------
</TABLE>
 
Recoveries under reinsurance contracts were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                      1994       1993       1992
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Life Insurance....................................  $  1,650   $  6,963   $  5,669
Accident & Health Insurance.......................    19,913     15,448     47,482
                                                    --------   --------   --------
                                                    $ 21,563   $ 22,411   $ 53,151
                                                    --------   --------   --------
                                                    --------   --------   --------
</TABLE>
 
Reinsurance  ceded would  become a  liability of  the Company  in the  event the
reinsurers are  unable to  meet the  obligations assumed  under the  reinsurance
agreements.  To  minimize its  exposure to  significant losses  from reinsurance
insolvencies, the Company  evaluates the financial  condition of its  reinsurers
and  monitors  concentrations of  credit  risk arising  from  similar geographic
regions, activities or economic characteristics of the reinsurers.
 
                                       46
<PAGE>
12. DIVIDEND RESTRICTIONS
Dividend distributions to parent are restricted as to amount by state regulatory
requirements. The  Company  had  $41,595,000  free  from  such  restrictions  at
December  31,  1994.  Distributions  in  excess  of  this  amount  would require
regulatory approval.
 
13. TRANSACTIONS WITH AFFILIATED COMPANIES
The Company receives various services  from Fortis, Inc. These services  include
assistance in benefit plan administration, corporate insurance, accounting, tax,
auditing,  investment  and  other  administrative functions.  The  fees  paid to
Fortis, Inc. for these services for the years ended December 31, 1994, 1993, and
1992, were $8,944,000, $8,595,000, and $8,239,000 respectively.
 
In conjunction with the marketing of its variable annuity products, the  Company
paid  $57,307,000, $27,931,000, and $19,898,000 in commissions to its affiliate,
Fortis Investors, Inc. for  the years ended December  31, 1994, 1993, and  1992,
respectively.
 
14. FAIR VALUE DISCLOSURES
VALUATION  METHODS AND ASSUMPTIONS: Investments are reported in the accompanying
balance sheets on the following basis:
 
    The fair  values for  fixed maturity  securities and  equity securities  are
    based   on  quoted  market  prices,  where  available.  For  fixed  maturity
    securities not  actively  traded, fair  values  are estimated  using  values
    obtained  from  independent  pricing services  or,  in the  case  of private
    placements, are estimated by discounting expected future cash flows using  a
    current market rate applicable to the yield, credit quality, and maturity of
    the investments.
 
    Mortgage  loans are reported at unpaid principal balance less allowances for
    possible losses.  The fair  values  of mortgage  loans are  estimated  using
    discounted  cash flow analyses, using interest rates currently being offered
    for similar  loans to  borrowers  with similar  credit ratings.  Loans  with
    similar characteristics are aggregated for purposes of the calculations.
 
    The  fair values for the Company's policy reserves under investment products
    are determined using cash surrender value.
 
    The fair values under all  insurance contracts are taken into  consideration
    in  the Company's  overall management of  interest rate risk,  such that the
    Company's exposure  to  changing interest  rates  is minimized  through  the
    matching   of  investment  maturities  with   amounts  due  under  insurance
    contracts.
 
<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                    -----------------------------------------------------
                                                              1994                        1993
                                                    -------------------------   -------------------------
                                                     CARRYING                    CARRYING
                                                      AMOUNT      FAIR VALUE      AMOUNT      FAIR VALUE
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities............................  $ 1,674,782   $ 1,674,782   $ 1,706,702   $ 1,706,702
      Equity securities...........................       64,552        64,552        65,905        65,905
    Mortgage loans on real estate.................      452,547       434,503       355,515       367,746
    Policy loans..................................       49,221        49,221        47,009        47,009
    Short-term investments........................      117,562       117,562        73,382        73,382
    Cash..........................................       10,888        10,888         6,675         6,675
    Assets held in separate accounts..............    1,212,910     1,212,910       975,637       975,637
Liabilities:
  Individual and group annuities (subject to
   discretionary withdrawal)......................      692,196       657,454       480,900       456,300
</TABLE>
 
                                       47
<PAGE>
15. COMMITMENTS AND CONTINGENCIES
The Company  is named  as  a defendant  in a  number  of legal  actions  arising
primarily  from claims  made under insurance  policies. These  actions have been
considered in establishing policy benefit and loss reserves. Management and  its
legal  counsel are of the opinion that  the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.
 
16. RETIREMENT AND OTHER EMPLOYEE BENEFITS
The Company participates  in the  Fortis, Inc.  noncontributory defined  benefit
pension  plan covering substantially all of its employees. Benefits are based on
years of service and the employee's  compensation during such years of  service.
Fortis,  Inc. is not  able to segregate Company  specific benefit obligations or
plan assets. On an aggregate basis, the  fair value of plan assets exceeded  the
accumulated benefit obligations as of December 31, 1994.
 
The Company has a profit sharing plan covering substantially all employees which
provides  benefits payable  to participants on  retirement or  disability and to
beneficiaries of  participants  in event  of  the participant's  death.  Amounts
contributed  to  the  plan  and  expensed by  the  Company  were  $3,536,000 and
$3,399,000 in 1994 and 1993, respectively.
 
                                       48
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
Fortis Benefits Insurance Company
 
We  have audited  the accompanying  statement of  net assets  of Fortis Benefits
Insurance Company  Variable  Account  C (comprising,  respectively,  the  Fortis
Series  Fund's  Growth Stock,  U.S. Government  Securities, Money  Market, Asset
Allocation, Diversified  Income,  Global  Growth, Aggressive  Growth,  Growth  &
Income,  and High Yield  Subaccounts) as of  December 31, 1994,  and the related
statements of operations and changes in net  assets for each of the three  years
then  ended, except  for the  Fortis Series  Fund's Aggressive  Growth, Growth &
Income, and High  Yield Subaccounts which  are for the  year ended December  31,
1994.  These financial  statements are the  responsibility of  the management of
Fortis Benefits Insurance Company. Our  responsibility is to express an  opinion
on these financial statements based on our audits.
 
We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994 by correspondence  with
the  custodian. 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  each  of  the  portfolio
subaccounts constituting Fortis Benefits Insurance Company Variable Account C at
December 31, 1994, and the results of their operations and changes in their  net
assets  for the  periods described  in the  first paragraph,  in conformity with
generally accepted accounting principles.
 
             [SIG]
 
Minneapolis, Minnesota
March 24, 1995
 
                                       49
<PAGE>
STATEMENT OF NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                              U.S. GOVT.       MONEY         ASSET       DIVERSIFIED
                                               GROWTH STOCK   SECURITIES      MARKET       ALLOCATION      INCOME
                                                PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO
                                                SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
                                               ------------   -----------   -----------   ------------   -----------
<S>                                            <C>            <C>           <C>           <C>            <C>
ASSETS
Investments in Fortis Series Funds, Inc., at
 market value (Note 2):
  Growth Stock Series (3,237,912 shares;
   cost-- $63,961,752).......................  $71,580,527
  U.S. Government Securities Series (758,711
   shares; cost--$8,172,171).................                 $7,129,989
  Money Market Series (397,488 shares; cost--
   $4,145,861)...............................                               $4,225,618
  Asset Allocation Series (1,215,468 shares;
   cost-- $15,835,476).......................                                             $16,483,814
  Diversified Income Series (306,614 shares;
   cost-- $3,574,792)........................                                                            $3,189,335
  Global Growth Series (1,733,570 shares;
   cost-- $21,153,654).......................
  Aggressive Growth Series (233,631 shares;
   cost-- $2,257,975)........................
  Growth & Income Series (124,756 shares;
   cost-- $1,256,389)........................
  High Yield Series (183,296 shares; cost--
   $1,824,469)...............................
                                               ------------   -----------   -----------   ------------   -----------
                                               $71,580,527     7,129,989     4,225,618     16,483,814     3,189,335
Attributable to Fortis Benefits Insurance
 Company.....................................    1,279,487            --            --        667,902            --
                                               ------------   -----------   -----------   ------------   -----------
Net assets for variable life insurance
 policies....................................  $70,301,040    $7,129,989    $4,225,618    $15,815,912    $3,189,335
                                               ------------   -----------   -----------   ------------   -----------
                                               ------------   -----------   -----------   ------------   -----------
Accumulation units outstanding...............    4,345,216       545,205       343,687      1,073,015       235,648
                                               ------------   -----------   -----------   ------------   -----------
                                               ------------   -----------   -----------   ------------   -----------
Net asset value for variable life insurance
 policies per accumulation unit..............  $     16.18    $    13.08    $    12.29    $     14.74    $    13.53
                                               ------------   -----------   -----------   ------------   -----------
                                               ------------   -----------   -----------   ------------   -----------
 
<CAPTION>
                                                               AGGRESSIVE     GROWTH &
                                               GLOBAL GROWTH     GROWTH        INCOME      HIGH YIELD
                                                 PORTFOLIO      PORTFOLIO     PORTFOLIO      SERIES
                                                SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                               -------------   -----------   -----------   -----------
<S>                                            <C>             <C>           <C>           <C>
ASSETS
Investments in Fortis Series Funds, Inc., at
 market value (Note 2):
  Growth Stock Series (3,237,912 shares;
   cost-- $63,961,752).......................
  U.S. Government Securities Series (758,711
   shares; cost--$8,172,171).................
  Money Market Series (397,488 shares; cost--
   $4,145,861)...............................
  Asset Allocation Series (1,215,468 shares;
   cost-- $15,835,476).......................
  Diversified Income Series (306,614 shares;
   cost-- $3,574,792)........................
  Global Growth Series (1,733,570 shares;
   cost-- $21,153,654).......................   $21,333,481
  Aggressive Growth Series (233,631 shares;
   cost-- $2,257,975)........................                  $2,288,670
  Growth & Income Series (124,756 shares;
   cost-- $1,256,389)........................                                $1,256,238
  High Yield Series (183,296 shares; cost--
   $1,824,469)...............................                                              $1,735,443
                                               -------------   -----------   -----------   -----------
                                                 21,333,481     2,288,670     1,256,238     1,735,443
Attributable to Fortis Benefits Insurance
 Company.....................................       501,474       587,791       604,185     1,231,006
                                               -------------   -----------   -----------   -----------
Net assets for variable life insurance
 policies....................................   $20,832,007    $1,700,879    $  652,053    $  504,437
                                               -------------   -----------   -----------   -----------
                                               -------------   -----------   -----------   -----------
Accumulation units outstanding...............     1,692,124       172,983        62,693        50,920
                                               -------------   -----------   -----------   -----------
                                               -------------   -----------   -----------   -----------
Net asset value for variable life insurance
 policies per accumulation unit..............   $     12.31    $     9.83    $    10.40    $     9.91
                                               -------------   -----------   -----------   -----------
                                               -------------   -----------   -----------   -----------
</TABLE>
 
                            See accompanying notes.
 
                                       50
<PAGE>
STATEMENTS OF OPERATIONS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31
                                                        1994          1993          1992
                                                    ------------   -----------   -----------
<S>                                                 <C>            <C>           <C>
GROWTH STOCK PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $    524,850   $   186,295   $   194,919
  Mortality and expense and policy advance charges
   (Note 3).......................................      (630,146)     (406,385)     (196,675)
                                                    ------------   -----------   -----------
    NET INVESTMENT LOSS...........................      (105,296)     (220,090)       (1,756)
Net realized gain on redemption of Fortis Series
 Fund, Inc. portfolio shares......................       193,238       315,227            --
Net change in unrealized (depreciation)
 appreciation on investments......................    (1,828,331)    3,121,509     1,311,743
                                                    ------------   -----------   -----------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................  $ (1,740,389)  $ 3,216,646   $ 1,309,987
                                                    ------------   -----------   -----------
                                                    ------------   -----------   -----------
U.S. GOVERNMENT SECURITIES PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $    607,364   $   523,262   $   251,334
Mortality and expense and policy advance charges
 (Note 3).........................................       (79,454)      (51,142)      (34,292)
                                                    ------------   -----------   -----------
    NET INVESTMENT INCOME.........................       527,910       472,120       217,042
Net realized (loss) gain on redemption of Fortis
 Series Fund, Inc. portfolio
 shares...........................................      (126,731)       56,486            --
Net change in unrealized depreciation on
 investments......................................      (967,547)     (133,072)      (66,898)
                                                    ------------   -----------   -----------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................  $   (566,368)  $   395,534   $   150,144
                                                    ------------   -----------   -----------
                                                    ------------   -----------   -----------
MONEY MARKET PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $         --   $    35,403   $    37,503
  Mortality and expense and policy advance charges
   (Note 3).......................................       (21,446)      (14,578)       (9,903)
                                                    ------------   -----------   -----------
    NET INVESTMENT (LOSS) INCOME..................       (21,446)       20,825        27,600
Net realized gain on redemption of Fortis Series
 Fund, Inc. portfolio shares......................        13,988         4,990            --
Net change in unrealized appreciation
 (depreciation) on investments....................       100,566        (3,006)        5,429
                                                    ------------   -----------   -----------
    NET INCREASE IN NET ASSETS FROM OPERATIONS....  $     93,108   $    22,809   $    33,029
                                                    ------------   -----------   -----------
                                                    ------------   -----------   -----------
</TABLE>
 
                            See accompanying notes.
 
                                       51
<PAGE>
STATEMENTS OF OPERATIONS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                        1994           1993           1992
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
ASSET ALLOCATION PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $    626,408   $    363,460   $    194,016
  Mortality and expense and policy advance charges
   (Note 3).......................................      (146,296)       (91,158)       (43,171)
                                                    ------------   ------------   ------------
    NET INVESTMENT INCOME.........................       480,112        272,302        150,845
Net realized gain on redemption of Fortis Series
 Fund, Inc. portfolio shares......................        42,277         67,563             --
Net change in unrealized (depreciation)
 appreciation on investments......................      (652,759)       432,499        184,791
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................  $   (130,370)  $    772,364   $    335,636
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
DIVERSIFIED INCOME PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $    257,570   $    120,019   $     16,039
  Mortality and expense and policy advance charges
   (Note 3).......................................       (29,757)       (11,358)        (2,020)
                                                    ------------   ------------   ------------
    NET INVESTMENT INCOME.........................       227,813        108,661         14,019
Net realized (loss) gain on redemption of Fortis
 Series Fund, Inc. portfolio
 shares...........................................       (32,443)        16,707             --
Net change in unrealized depreciation on
 investments......................................      (335,368)       (49,202)        (3,365)
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................  $   (139,998)  $     76,166   $     10,654
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
GLOBAL GROWTH PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income.................................  $    144,687   $     25,615   $     10,131
  Mortality and expense and policy advance charges
   (Note 3).......................................      (157,000)       (35,224)        (2,084)
                                                    ------------   ------------   ------------
    NET INVESTMENT INCOME (LOSS)..................       (12,313)        (9,609)         8,047
Net realized gain on redemption of Fortis Series
 Fund, Inc. portfolio shares......................       490,813         33,810             --
Net change in unrealized (depreciation)
 appreciation on investments......................    (1,085,870)       930,476        254,238
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................  $   (607,370)  $    954,677   $    262,285
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
</TABLE>
 
                            See accompanying notes.
 
                                       52
<PAGE>
STATEMENTS OF OPERATIONS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1994
                                                                                     -------------
<S>                                                                                  <C>
AGGRESSIVE GROWTH PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income..................................................................    $   8,878
  Mortality and expense and policy advance charges (Note 3)........................       (4,484)
                                                                                     -------------
    NET INVESTMENT INCOME..........................................................        4,394
Net realized loss on redemption of Fortis Series Fund, Inc. portfolio shares.......       (2,388)
Net change in unrealized appreciation on investments...............................       33,036
                                                                                     -------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................    $  35,042
                                                                                     -------------
                                                                                     -------------
GROWTH & INCOME PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income..................................................................    $  12,968
  Mortality and expense and policy advance charges (Note 3)........................       (1,404)
                                                                                     -------------
    NET INVESTMENT INCOME..........................................................       11,564
Net realized gain on redemption of Fortis Series Fund, Inc. portfolio shares.......          124
Net change in unrealized appreciation on investments                                       6,216
                                                                                     -------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................    $  17,904
                                                                                     -------------
                                                                                     -------------
HIGH YIELD PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income..................................................................    $  81,918
  Mortality and expense and policy advance charges (Note 3)........................       (1,463)
                                                                                     -------------
    NET INVESTMENT INCOME..........................................................       80,455
Net realized loss on redemption of Fortis Series Fund, Inc. portfolio shares.......       (3,503)
Net change in unrealized depreciation on investments...............................      (29,639)
                                                                                     -------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................    $  47,313
                                                                                     -------------
                                                                                     -------------
</TABLE>
 
                            See accompanying notes.
 
                                       53
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31
                                                       1994          1993          1992
                                                    -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>
GROWTH STOCK PORTFOLIO SUBACCOUNT
From operations:
  Net investment loss.............................  $  (105,296)  $  (220,090)  $    (1,756)
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio
   shares.........................................      193,238       315,227            --
  Net change in unrealized (depreciation)
   appreciation on investments....................   (1,828,331)    3,121,509     1,311,743
                                                    -----------   -----------   -----------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS....................   (1,740,389)    3,216,646     1,309,987
Capital transactions:
  Purchase of Variable Account C units............   24,347,849    18,848,153    13,122,018
  Redemption of Variable Account C units..........   (1,563,675)   (1,856,898)   (1,607,358)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................      630,146            --       196,675
  Mortality and expense charge due from Fortis
   Series Funds, Inc..............................           --       406,385            --
  Dividend income distribution to Fortis Benefits
   Insurance Company..............................       (9,364)           --        (3,950)
                                                    -----------   -----------   -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................   23,404,956    17,397,640    11,707,385
                                                    -----------   -----------   -----------
    TOTAL INCREASE IN NET ASSETS..................   21,664,567    20,614,286    13,017,372
Net assets, beginning of year.....................   49,915,960    29,301,674    16,284,302
                                                    -----------   -----------   -----------
    NET ASSETS, END OF YEAR.......................  $71,580,527   $49,915,960   $29,301,674
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
U.S. GOVERNMENT SECURITIES PORTFOLIO SUBACCOUNT
From operations:
  Net investment income...........................  $   527,910   $   472,120   $   217,042
  Net realized (loss) gain on redemption of Fortis
   Series Fund, Inc. portfolio shares.............     (126,731)       56,486            --
  Net change in unrealized depreciation on
   investments....................................     (967,547)     (133,072)      (66,898)
                                                    -----------   -----------   -----------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS....................     (566,368)      395,534       150,144
Capital transactions:
  Purchase of Variable Account C units............    1,951,506     4,101,566     2,384,230
  Redemption of Variable Account C units..........   (1,984,288)     (971,887)     (385,801)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................       79,454            --        34,292
  Mortality and expense charge due from Fortis
   Series Funds, Inc..............................           --        51,142            --
  Redemption of Fortis Benefits Insurance Company
   investment in
   subaccount.....................................           --            --    (1,390,338)
                                                    -----------   -----------   -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................       46,672     3,180,821       642,383
                                                    -----------   -----------   -----------
    TOTAL (DECREASE) INCREASE IN NET ASSETS.......     (519,696)    3,576,355       792,527
Net assets, beginning of year.....................    7,649,685     4,073,330     3,280,803
                                                    -----------   -----------   -----------
    NET ASSETS, END OF YEAR.......................  $ 7,129,989   $ 7,649,685   $ 4,073,330
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
</TABLE>
 
                            See accompanying notes.
 
                                       54
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                        1994           1993           1992
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
MONEY MARKET PORTFOLIO SUBACCOUNT
From operations:
  Net investment (loss) income....................  $    (21,446)  $     20,825   $     27,600
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio
   shares.........................................        13,988          4,990             --
  Net change in unrealized appreciation
   (depreciation) on investments..................       100,566         (3,006)         5,429
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS....        93,108         22,809         33,029
Capital transactions:
  Purchase of Variable Account C units............     4,963,584      3,163,424      2,473,144
  Redemption of Variable Account C units..........    (2,269,774)    (3,233,030)    (1,783,229)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................        21,446             --          9,903
  Mortality and expense charge due from Fortis
   Series Funds, Inc..............................            --         14,578             --
  Redemption of Fortis Benefits Insurance Company
   investment in the subaccount...................            --             --     (1,070,910)
                                                    ------------   ------------   ------------
    NET INCREASE (DECREASE) IN NET ASSETS FROM
     CAPITAL TRANSACTIONS.........................     2,715,256        (55,028)      (371,092)
                                                    ------------   ------------   ------------
    TOTAL INCREASE (DECREASE) IN NET ASSETS.......     2,808,364        (32,219)      (338,063)
Net assets, beginning of year.....................     1,417,254      1,449,473      1,787,536
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $  4,225,618   $  1,417,254   $  1,449,473
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
ASSET ALLOCATION PORTFOLIO SUBACCOUNT
From operations:
  Net investment income...........................  $    480,112   $    272,302   $    150,845
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio
   shares.........................................        42,277         67,563             --
  Net change in unrealized (depreciation)
   appreciation on investments....................      (652,759)       432,499        184,791
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS....................      (130,370)       772,364        335,636
Capital transactions:
  Purchase of Variable Account C units............     5,042,184      5,311,744      2,431,645
  Redemption of Variable Account C units..........      (514,392)      (572,086)      (210,349)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................       146,296             --         43,171
  Mortality and expense charge due from Fortis
   Series Funds, Inc..............................            --         91,158             --
  Dividend income distribution to Fortis Benefits
   Insurance Company..............................       (26,122)            --        (15,527)
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     4,647,966      4,830,816      2,248,940
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................     4,517,596      5,603,180      2,584,576
Net assets, beginning of year.....................    11,966,218      6,363,038      3,778,462
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $ 16,483,814   $ 11,966,218   $  6,363,038
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
</TABLE>
 
                            See accompanying notes.
 
                                       55
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                        1994           1993           1992
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
DIVERSIFIED INCOME PORTFOLIO SUBACCOUNT
From operations:
  Net investment income...........................  $    227,813   $    108,661   $     14,019
  Net realized (loss) gain on redemption of Fortis
   Series Fund, Inc. portfolio shares.............       (32,443)        16,707             --
  Net change in unrealized depreciation on
   investments....................................      (335,368)       (49,202)        (3,365)
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS....................      (139,998)        76,166         10,654
Capital transactions:
  Purchase of Variable Account C units............     2,099,560      1,934,554        444,073
  Redemption of Variable Account C units..........      (601,619)      (509,368)      (314,214)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................        29,757             --          2,020
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --         11,358             --
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................     1,527,698      1,436,544        131,879
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................     1,387,700      1,512,710        142,533
Net assets, beginning of year.....................     1,801,635        288,925        146,392
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $  3,189,335   $  1,801,635   $    288,925
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
GLOBAL GROWTH PORTFOLIO SUBACCOUNT
From operations:
  Net investment (loss) income....................  $    (12,313)  $     (9,609)  $      8,047
  Net realized gain on redemption of Fortis Series
   Fund, Inc. portfolio
   shares.........................................       490,813         33,810             --
  Net change in unrealized (depreciation)
   appreciation on investments....................    (1,085,870)       930,476        254,238
                                                    ------------   ------------   ------------
    NET (DECREASE) INCREASE IN NET ASSETS FROM
     OPERATIONS...................................      (607,370)       954,677        262,285
Capital transactions:
  Purchase of Variable Account C units............    14,421,587      6,887,276        723,203
  Redemption of Variable Account C units..........      (702,164)      (722,115)       (28,714)
  Mortality and expense charge redeemed from
   Fortis Series Funds, Inc.......................       157,000             --          2,084
  Mortality and expense charge due from Fortis
   Series Fund, Inc...............................            --         35,224             --
  Funding of subaccount by Fortis Benefits
   Insurance Company..............................            --             --      2,461,249
  Redemption of Fortis Benefits Insurance Company
   investment in
   subaccount.....................................    (2,500,000)            --             --
  Dividend income distributed to Fortis Benefits
   Insurance Company..............................        (3,407)            --         (7,334)
                                                    ------------   ------------   ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL
     TRANSACTIONS.................................    11,373,016      6,200,385      3,150,488
                                                    ------------   ------------   ------------
    TOTAL INCREASE IN NET ASSETS..................    10,765,646      7,155,062      3,412,773
Net assets, beginning of year.....................    10,567,835      3,412,773             --
                                                    ------------   ------------   ------------
    NET ASSETS, END OF YEAR.......................  $ 21,333,481   $ 10,567,835   $  3,412,773
                                                    ------------   ------------   ------------
                                                    ------------   ------------   ------------
</TABLE>
 
                            See accompanying notes.
 
                                       56
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1994
                                                                                     ------------
<S>                                                                                  <C>
AGGRESSIVE GROWTH PORTFOLIO SUBACCOUNT
From operations:
  Net investment income............................................................   $    4,394
  Net realized loss on redemption of Fortis Series Fund, Inc. portfolio shares.....       (2,388)
  Net change in unrealized appreciation on investments.............................       33,036
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................       35,042
Capital transactions:
  Purchase of Variable Account C units.............................................    1,858,035
  Redemption of Variable Account C units...........................................     (206,503)
  Mortality and expense charge redeemed from Fortis Series Funds, Inc..............        4,484
  Funding of subaccount by Fortis Benefits Insurance Company.......................      600,000
  Dividend income distributed to Fortis Benefits Insurance Company.................       (2,388)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    2,253,628
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    2,288,670
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $2,288,670
                                                                                     ------------
                                                                                     ------------
GROWTH & INCOME PORTFOLIO SUBACCOUNT
From operations:
  Net investment income............................................................   $   11,564
  Net realized gain on redemption of Fortis Series Fund, Inc. portfolio shares.....          124
  Net change in unrealized appreciation on investments.............................        6,216
                                                                                     ------------
Net increase in net assets from operations.........................................       17,904
Capital transactions:
  Purchase of Variable Account C units.............................................      656,805
  Redemption of Variable Account C units...........................................      (13,437)
  Mortality and expense charge redeemed from Fortis Series Funds, Inc..............        1,404
  Funding of subaccount by Fortis Benefits Insurance Company.......................      600,000
  Dividend income distributed to Fortis Benefits Insurance Company.................       (6,438)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    1,238,334
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    1,256,238
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $1,256,238
                                                                                     ------------
                                                                                     ------------
</TABLE>
 
                            See accompanying notes.
 
                                       57
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                     DECEMBER 31,
                                                                                         1994
                                                                                     ------------
<S>                                                                                  <C>
HIGH YIELD PORTFOLIO SUBACCOUNT
From operations:
  Net investment income............................................................   $   80,455
  Net realized loss on redemption of Fortis Series Fund, Inc. portfolio shares.....       (3,503)
  Net change in unrealized depreciation on investments.............................      (29,639)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM OPERATIONS.....................................       47,313
Capital transactions:
  Purchase of Variable Account C units.............................................      733,981
  Redemption of Variable Account C units...........................................     (288,164)
  Mortality and expense charge redeemed from Fortis Series Funds, Inc..............        1,463
  Funding of subaccount by Fortis Benefits Insurance Company.......................    1,300,000
  Dividend income distributed to Fortis Benefits Insurance Company.................      (59,150)
                                                                                     ------------
    NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS...........................    1,688,130
                                                                                     ------------
    TOTAL INCREASE IN NET ASSETS...................................................    1,735,443
Net assets, beginning of year......................................................           --
                                                                                     ------------
    NET ASSETS, END OF YEAR........................................................   $1,735,443
                                                                                     ------------
                                                                                     ------------
</TABLE>
 
                            See accompanying notes.
 
                                       58
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1994
 
1.  GENERAL
    Fortis  Benefits  Insurance Company  Variable  Account C  (the  Account) was
established as a segregated asset  account of Fortis Benefits Insurance  Company
(Fortis  Benefits)  on  March  13,  1986 under  Minnesota  law.  The  Account is
registered under the Investment Company Act of 1940 as a unit investment trust.
 
Fortis Benefits was founded  in 1910. At  the end of  1994, Fortis Benefits  had
approximately $61 billion of total life insurance in force. Fortis Benefits is a
Minnesota  corporation  and  is qualified  to  sell life  insurance  and annuity
contracts in the District of Columbia and in all states except New York.  Fortis
Benefits  is an  indirectly wholly-owned  subsidiary of  Fortis, Inc.,  which is
itself indirectly owned 50% by N.V. AMEV  and 50% by Compagnie Financiere et  de
Reassurance  du Group  AG ("Group AG").  Fortis, Inc. manages  the United States
operations for these two companies.
 
N.V. AMEV is a diversified financial services company headquartered in  Utrecht,
The  Netherlands, where its  insurance operations began  in 1847. Group  AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG have merged their
operating companies  under  the  trade  name of  Fortis.  The  Fortis  group  of
companies  is  active in  insurance, banking  and  financial services,  and real
estate development  in  The Netherlands,  Belgium,  the United  States,  Western
Europe, and the Pacific Rim. The Fortis group of companies had over $100 billion
in assets at the end of 1994.
 
Fortis  Advisers,  Inc. (a  wholly-owned  subsidiary of  Fortis,  Inc.) provides
investment management  services to  the portfolios  in exchange  for  investment
advisory  and management fees. Investment advisory and management fees are based
on each portfolio's  daily net  assets and  decrease in  reduced percentages  as
average  daily net assets increase. The  fees represent an investment expense to
Fortis Series Funds, Inc. (the Fund)  which reduces the portfolios' net  assets.
The  fees charged by  Fortis Advisers, Inc.  are not available  on an individual
variable account basis. Fees for all variable accounts to which Fortis Advisers,
Inc. provided investment management services amounted to $5,839,044,  $3,748,274
and $1,791,966 in 1994, 1993 and 1992, respectively.
 
There  are nine subaccounts within the Account,  each of which invests only in a
corresponding portfolio of the Fund.  The investment objectives and policies  of
each of the Account's subaccounts are as follows:
 
     - GROWTH  STOCK  PORTFOLIO  SUBACCOUNT--seeks  growth  of  capital  through
       short-term and long-term appreciation.
 
     - U.S. GOVERNMENT  SECURITIES PORTFOLIO  SUBACCOUNT--seeks to  earn a  high
       level of current income consistent with prudent investment risk.
 
     - MONEY MARKET PORTFOLIO SUBACCOUNT--seeks high levels of capital stability
       and liquidity and, to the extent consistent with these objectives, a high
       level of current income.
 
     - ASSET  ALLOCATION PORTFOLIO SUBACCOUNT--seeks  favorable overall rates of
       return on  capital,  primarily  through  increased  ownership  of  equity
       securities  during periods when stock market conditions appear favorable,
       and short-term and long-term debt  instruments during periods when  stock
       market conditions are less favorable.
 
     - DIVERSIFIED  INCOME  PORTFOLIO  SUBACCOUNT--seeks high  level  of current
       income by investing  primarily in a  diversified portfolio of  government
       securities and investment grade corporate bonds.
 
     - GLOBAL  GROWTH  PORTFOLIO  SUBACCOUNT--seeks  growth  of  capital through
       long-term capital appreciation, through  ownership of equity  securities,
       allocated among diverse international markets.
 
     - AGGRESSIVE   GROWTH   PORTFOLIO   SUBACCOUNT--Seeks   long-term   capital
       appreciation in equity securities.
 
     - GROWTH & INCOME PORTFOLIO SUBACCOUNT--Seeks growth of capital and current
       income through  ownership of  equity securities  that provide  an  income
       component and the potential for growth.
 
     - HIGH  YIELD  PORTFOLIO  SUBACCOUNT--Seeks  maximum  total  return through
       current  income  and   capital  appreciation  through   ownership  of   a
       diversified portfolio of high-yielding fixed-income securities.
 
                                       59
<PAGE>
2.  INVESTMENT IN FORTIS SERIES FUNDS, INC.
 
INVESTMENTS
 
Investment  in shares of the  Fund is stated at market  value, which is based on
the percentage owned by  the Account of  the net asset  value of the  respective
portfolios of the Fund. The Fund's net asset value is based on market quotations
of  the  securities held  in the  portfolio.  The cost  of investments  sold and
redeemed is determined on the average cost method. Prior to 1993 the Account was
not able to separately  identify realized gains or  losses on redemption of  the
Fund  portfolio shares. Any such gains or  losses were netted with redemption of
Account units. Unrealized appreciation or depreciation of investments represents
the Account's share of  the mutual fund's  undistributed net investment  income,
undistributed   realized  gains   or  losses  and   unrealized  appreciation  or
depreciation in the Fund's investments.
 
Purchases and sales of shares  of the Fund are recorded  on the trade date.  The
number  of shares  and aggregate  cost of purchases  and proceeds  from sales of
shares were as follows:
 
<TABLE>
<CAPTION>
                                                            SHARES
                                                    ----------------------     COST OF       PROCEEDS
                                                     PURCHASED      SOLD      PURCHASES     FROM SALES
                                                    -----------   --------   ------------   -----------
<S>                                                 <C>           <C>        <C>            <C>
Year ended December 31, 1994:
  Growth Stock Series.............................   1,106,287      70,314   $ 24,347,849   $1,563,675
  U.S. Government Securities Series...............     188,049     192,822      1,951,506    1,984,288
  Money Market Series.............................     476,828     217,878      4,963,584    2,269,774
  Asset Allocation Series.........................     361,546      37,257      5,042,184      514,392
  Diversified Income Series.......................     183,908      53,081      2,099,560      601,619
  Global Growth Series............................   1,156,826     261,960     14,421,587    3,202,164
  Aggressive Growth Series........................     254,672      21,957      2,458,035      206,503
  Growth & Income Series..........................     124,784       1,316      1,256,805       13,437
  High Yield Series...............................     203,595      28,990      2,033,981      288,164
 
Year ended December 31, 1993:
  Growth Stock Series.............................     870,748      86,471   $ 18,848,154   $1,856,898
  U.S. Government Securities Series...............     356,363      84,648      4,101,566      971,887
  Money Market Series.............................     305,838     312,668      3,163,424    3,233,030
  Asset Allocation Series.........................     383,082      41,515      5,311,744      572,086
  Diversified Income Series.......................     156,725      41,226      1,934,555      509,368
  Global Growth Series............................     573,601      62,506      6,887,276      722,115
 
Year ended December 31, 1992:
  Growth Stock Series.............................     671,220      81,875   $ 13,122,018   $1,615,536
  U.S. Government Securities Series...............     216,618     165,246      2,384,230    1,776,139
  Money Market Series.............................     239,206     277,163      2,473,144    2,854,139
  Asset Allocation Series.........................     188,477      17,567      2,431,644      230,753
  Diversified Income Series.......................      37,743      26,729        444,073      314,214
  Global Growth Series............................     317,627       3,512      3,192,402       36,664
</TABLE>
 
                                       60
<PAGE>
The number of shares  and cost of shares  issued from reinvestment of  dividends
with the Fund were as follows:
 
<TABLE>
<CAPTION>
                                                                    COST OF
                                                        SHARES      SHARES
                                                      -----------  ---------
<S>                                                   <C>          <C>
Year ended December 31, 1994:
  Growth Stock Series...............................      23,983   $ 524,850
  U.S. Government Securities Series.................      64,492     607,364
  Money Market Series...............................          --          --
  Asset Allocation Series...........................      46,335     626,408
  Diversified Income Series.........................      24,758     257,570
  Global Growth Series..............................      11,872     144,686
  Aggressive Growth Series..........................         915       8,878
  Growth & Income Series............................       1,288      12,968
  High Yield Series.................................       8,691      81,918
Year ended December 31, 1993:
  Growth Stock Series...............................       8,199   $ 186,295
  U.S. Government Securities Series.................      47,700     523,262
  Money Market Series...............................       3,462      35,403
  Asset Allocation Series...........................      25,803     363,460
  Diversified Income Series.........................      10,051     120,018
  Global Growth Series..............................       2,026      25,615
Year ended December 31, 1992:
  Growth Stock Series...............................       8,949   $ 186,742
  U.S. Government Securities Series.................      23,459     251,334
  Money Market Series...............................       3,672      37,503
  Asset Allocation Series...........................      13,141     173,613
  Diversified Income Series.........................       1,416      16,039
  Global Growth Series..............................         202       2,181
</TABLE>
 
Fortis  Benefits' investment in the subaccounts represented the following number
of shares of the Fund  held and aggregate cost  of amounts invested at  December
31, 1994:
 
<TABLE>
<CAPTION>
                                                     GROWTH       ASSET       GLOBAL     AGGRESSIVE    GROWTH &       HIGH
                                                      STOCK     ALLOCATION    GROWTH       GROWTH       INCOME        YIELD
                                                     SERIES       SERIES      SERIES       SERIES       SERIES       SERIES
                                                    ---------   ----------   ---------   -----------   ---------   -----------
<S>                                                 <C>         <C>          <C>         <C>           <C>         <C>
Number of shares..................................     57,877     49,249        40,750      60,003       60,001        130,018
Cost..............................................  $ 602,256   $510,433     $ 409,185    $599,953     $600,052    $ 1,296,735
</TABLE>
 
3.  ORGANIZATIONAL EXPENSES AND OTHER CHARGES
ORGANIZATIONAL EXPENSES
 
Fortis Benefits assumed all organizational expenses of the Account.
 
PREMIUM EXPENSE CHARGE
 
For  Harmony Investment Life policies  a 5% sales charge  and a charge for state
premium taxes (currently  2.2% of each  premium payment) is  deducted from  each
premium  payment received  by Fortis  Benefits. The  resulting net  premiums are
allocated to  the subaccounts  of  the Account  and/or  to the  Fortis  Benefits
General  Account. For Wall Street Series VUL  100, VUL 220 and VUL 500 policies,
Fortis Benefits reserves the right to impose a charge up to 2.5% of each premium
payment, to  be reimbursed  to a  greater extent  for premium  taxes or  similar
charges it expects to pay.
 
MONTHLY DEDUCTIONS FROM POLICY VALUE
 
Monthly deductions from the net assets attributed to each policy are as follows:
 
     - Monthly cost of insurance.
 
     - Monthly cost of any optional insurance benefits added by rider.
 
                                       61
<PAGE>
3.  ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)
For Harmony Investment Life Policies:
 
     - Monthly  administrative charge  of $5.00  per policy  ($3.00 for policies
       applied for prior to July 1, 1988).
 
     - For policies issued subsequent to July 1, 1988, Fortis Benefits  reserves
       the  right to impose a monthly expense charge of not more than $15.00 per
       month and an additional  monthly per thousand of  face expense charge  of
       not  more than $.08 per month for insureds  age 29 and less, and $.25 per
       month for insureds age 30 and over during the first twelve policy months.
       Fortis Benefits  currently does  not impose  any of  the expense  charges
       described in the preceding sentence.
 
     - For  policies issued  prior to  July 1,  1988, Fortis  Benefits currently
       imposes a monthly expense  charge at $10.00 per  month and an  additional
       monthly  per  thousand  of face  expense  charge  of $.06  per  month for
       insureds age 29 or less and $.20  per month for insureds age 30 and  over
       during the first twelve policy months.
 
For Wall Street Series VUL 100, VUL 220 and VUL 500 Policies:
 
     - Monthly  administrative  charge  of  $4.50  per  policy.  Fortis Benefits
       reserves the  right to  change this  administrative charge,  but it  will
       never exceed $7.50 per month.
 
     - For  VUL 220 and VUL  500, monthly sales, premium  tax and policy advance
       charge of $4.00 per policy.
 
MORTALITY AND EXPENSE RISK AND POLICY ADVANCE CHARGES
 
Fortis Benefits  deducts a  daily mortality  and expense  risk charge  from  the
Account  at an  annual rate  of .75%  of the  net assets  representing equity of
Harmony Investment Life policyholders  and .90% of  the net assets  representing
equity  of Wall Street Series VUL 100, VUL 220 and VUL 500 policyholders held in
each account. These charges  will be deducted by  Fortis Benefits in return  for
its  assumption of expenses arising from  adverse mortality experience or excess
administrative expenses in connection with policies issued. Fortis Benefits also
deducts a sales, premium tax  and policy advance charge  from the Account at  an
annual  rate of .27% of net assets representing equity of Wall Street Series VUL
100, VUL 220 and VUL 500 policyholders.
 
Except for Fortis Benefits mortality and expense risk and policy advance charges
which are recorded in the statement of operations, these monthly deductions  are
included  in the statement of changes in net  assets as a part of the redemption
of Variable Account C units.
 
SURRENDER CHARGE
 
For Wall Street Series VUL 100, VUL 220 and VUL 500 policies surrendered  within
the first eleven years of issuance, Fortis Benefits assesses a surrender charge.
The  charge is the sum of any sales,  premium tax and policy advance charges not
previously deducted on a  monthly or daily  basis. For VUL 220  and VUL 500,  an
additional  surrender charge of $5.00 per  thousand of the policies initial face
amount, plus a maximum  percentage of the annualized  net minimum premiums.  The
percentage  is 12% for VUL 220 and 22% for VUL 500. The surrender charge for all
Wall Street  Series  policies  is  limited to  certain  maximums  based  on  the
insured's  age at the time  of issuance and decreases at  a constant rate on the
fifth and subsequent anniversary  until it reaches zero  on the eleventh  policy
anniversary.  A  similar schedule  of  surrender charges  is  imposed on  a face
increase.
 
For Harmony Investment Life policies surrendered within the first nine years  of
issuance  of the policy  or face increase,  a surrender charge  is assessed. The
charge is a  maximum of 25%  of the annualized  net premium and  decreases at  a
constant  rate on the fifth and subsequent  anniversary until it reaches zero on
the ninth policy anniversary.
 
Surrender charges collected  by Fortis  Benefits were  $1,475,321, $730,008  and
$415,231 in 1994, 1993 and 1992, respectively.
 
4.  FEDERAL INCOME TAXES
    The  operations  of the  Account form  a part  of, and  are taxed  with, the
operations of Fortis Benefits, which is taxed as a life insurance company  under
the  Internal Revenue Code. As a result, the net asset values of the subaccounts
are not affected by federal income taxes on income distributions received by the
subaccounts.
 
                                       62
<PAGE>
APPENDIX A
 
OPTIONAL INCOME PLANS
 
The  insurance proceeds  when the  insured dies  or the  Surrender Value  on the
maturity date or on full surrender of  the Policy, instead of being paid in  one
lump sum, may be applied under one or more of the following income plans. Values
under  the  income plans  do  not depend  upon  the investment  experience  of a
separate account. Under  options 3 or  4, unless a  guaranteed period or  refund
alternative  is selected, it would  be possible to receive  only one payment, in
the case of the payee's early death.
 
OPTION 1. INTEREST PAYMENTS
 
Fortis Benefits will pay interest at  twelve, six, three or one month  intervals
for  a specified period, as selected by you.  At the end of the selected period,
Fortis Benefits will pay the proceeds in a single sum or under any other  option
selected when this option is chosen.
 
OPTION 2. PAYMENTS OF A FIXED AMOUNT OR FOR A FIXED PERIOD
 
Fortis  Benefits will make payments  in an amount you  select when choosing this
option or equal  payments for  a period  of from one  to thirty  years, at  your
choice.  In either case, you  may request payments at  twelve, six, three or one
month intervals.
 
OPTION 3. LIFE INCOME PAYMENTS
 
    (1) Life Annuity: a monthly income during the lifetime of the payee; or
 
    (2) Life Annuity with  a Guaranteed Period: a  monthly income with  payments
        guaranteed  for either  ten or twenty  years, as  you choose, continuing
        during the payee's lifetime; or
 
    (3) Refund Life Annuity: a monthly  income with payments guaranteed for  the
        number  of  months  determined by  dividing  the proceeds  by  the first
        monthly payment. The payments continue during the payee's lifetime.
 
OPTION 4. JOINT LIFE INCOME PAYMENTS
 
You name two  payees to whom  Fortis Benefits  will pay a  joint monthly  income
during  their joint lifetime.  After either payee's  death, Fortis Benefits will
make monthly  payments equal  to 2/3  of the  joint monthly  payment during  the
survivor's lifetime.
 
For  options 3 and 4, the amount of  the monthly payments depends on the type of
income selected, the Ages of the payees on the settlement date and the amount of
the proceeds. The minimum amounts payable for selected Ages are set forth in the
Policy.
 
APPLICABLE RATES. The  interest rate  under options  1, 2,  3 and  4 above  will
effectively  be at least 3 1/2% per year. If option 1 is chosen, Fortis Benefits
may pay  excess interest.  If options  2, 3,  or 4  are chosen  and the  monthly
payments  are less than those provided by Fortis Benefits under settlement rates
that Fortis Benefits is  then currently offering, Fortis  Benefits will pay  the
larger amount.
 
OTHER  TERMS AND CONDITIONS. You  may also choose any  other option agreed to by
Fortis Benefits. You may also change or  revoke a choice of options under  which
payments  have not  yet commenced.  If you  do not  choose an  option before the
insured dies, the beneficiary will have the right to choose an option.
 
No payee  has  the right  to  change the  settlement  option chosen  before  the
insured's death. Payments may not be assigned or commuted.
 
If  the payee dies  before receiving all proceeds  payable, Fortis Benefits will
pay any amount still due  to any beneficiary designated by  the payee or, if  no
such  beneficiary is named, to the payee's estate. Fortis Benefits has the right
to pay the proceeds in  a single sum if (1)  the proceeds payable are less  than
$2,000;  or (2) payments under  the settlement option chosen  would be less than
$50 each.  When  an income  plan  starts, a  separate  contract will  be  issued
describing  the terms of the plan, and the Policy must be returned to us at this
time. Specimen  plans may  be obtained  from Fortis  Benefits' Home  Office  and
reference should be made to these forms for further details.
 
                                      A-1
<PAGE>
APPENDIX B
 
ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES,
SURRENDER VALUES AND ACCUMULATED PREMIUMS
 
The  tables on pages  B-3 and B-4 illustrate  the way in  which a Policy's death
benefit, Policy Value and Surrender Value could vary over an extended period  of
time,  assuming  that  all premiums  are  allocated  to the  Subaccounts  of the
Separate Account for  the entire  period shown and  assuming hypothetical  gross
investment  rates of return  for the underlying  Fortis Series Portfolios (i.e.,
investment income  and  capital  gains  and  losses,  realized  and  unrealized)
equivalent to constant gross annual rates of 0%, 4%, 8% and 12%.
 
The tables are based on annual premiums of $10,000 paid in full at the beginning
of  each Policy year  for 10 years and  Face Amounts as shown  for males Age 45.
These values would be higher for an otherwise comparable Policy on the life of a
female insured.  An otherwise  comparable Policy  using gender-neutral  cost  of
insurance rates may also show higher values than the Policies illustrated in the
tables that follow.
 
The  amounts shown  for the death  benefits, Policy Values  and Surrender Values
take into account  the deductions from  premiums and the  Monthly Deduction,  as
well  as the daily deductions  from the Separate Account  for premium tax, sales
expenses and for Policy Value Advances, if any, equivalent to an annual rate  of
 .27%,  for mortality and expense  risks equivalent to an  annual rate of .90% of
the Policy  Value in  the  Separate Account,  for assumed  Portfolio  investment
advisory  fees equivalent  to an  annual rate  of .62%  and for  other Portfolio
operating expenses equivalent  to an annual  rate of .07%  of the average  daily
value  of the aggregate net assets of the Portfolio. (.62% is the average of the
advisory fee rates paid  by the currently available  Portfolios and .07% is  the
actual amount of other expenses that those Portfolios incurred in 1994).
 
Taking  account  of the  daily deductions  for premium  tax and  sales expenses,
mortality and expense risks and assumed Portfolio operating expenses, the  gross
annual investment rates of return of 0%, 4%, 8% and 12% correspond to actual (or
net) annual rates of: -1.86%, 2.14%, 6.14% and 10.14%, respectively.
 
The  hypothetical returns in  the tables do  not reflect any  charges for income
taxes against the Separate  Account, since no such  charges are currently  made.
However,  if in the future such charges are  made, in order to produce the death
benefits, Policy  Values  and Surrender  Values  illustrated, the  gross  annual
investment rate of return would have to exceed 0%, 4%, 8% or 12% by a sufficient
amount  to cover the  tax charges. See "Federal  Tax Matters--Taxation of Fortis
Benefits."
 
The second column of the tables shows the amount which would accumulate if  each
year  the premiums were invested to earn interest, after taxes, at 5% compounded
annually. The difference between Policy Values and Surrender Values, as shown in
the tables, is the amount of Surrender Charge.
 
Upon request,  Fortis  Benefits  will furnish  an  illustration  reflecting  the
proposed  insured's Age and sex, the  Face Amount and premium amounts requested,
and frequency of premium payments.
 
TABLE OF CONTENTS FOR ILLUSTRATIONS
OF DEATH BENEFITS, POLICY VALUES,
SURRENDER VALUES AND
ACCUMULATED PREMIUMS(1)
 
<TABLE>
<CAPTION>
                                            PAGE
<S>                                       <C>
Illustrations Based on CURRENT Charge
 and Policy Value Advance Schedules:....        B-3
 
Illustrations Based on GUARANTEED Charge
 and Policy Value Advance Schedules:....        B-4
</TABLE>
 
- ------------------------
(1) See Appendix C as to "Policy Value Advances in
    Oregon"
 
                                      B-1
<PAGE>
POLICY VALUE ADVANCES
 
Set forth below is supplemental information pertaining to the Policy illustrated
on page B-3 below,  assuming a 0% hypothetical  gross annual investment rate  of
return. The purpose of the following example is to show the way the Policy Value
Advances  and  deductions  therefor  would  operate and  the  way  in  which the
deductions for  Policy Value  Advances  would affect  the deductions  for  sales
charges  under the  Policies. Actual amounts  would vary  significantly based on
such factors  as the  size  of the  Policy, the  amount  of premiums  paid,  the
investment  options  selected  under the  Policy  and the  actual  return earned
thereon, the Cash Value  Bonuses paid, the receipt  and repayment of any  Policy
loans, and any partial withdrawals.
 
EXAMPLE
SUPPLEMENTAL INFORMATION PERTAINING TO
THE ILLUSTRATION ON PAGE B-3(1)
 
<TABLE>
<CAPTION>
                                      CUMULATIVE DAILY SALES    CONTINGENT DEFERRED
                                             CHARGES               SALES CHARGES       CUMULATIVE
                                     ------------------------  ---------------------     SALES
  END OF     POLICY VALUE ADVANCES                  AS % OF                AS % OF    CHARGES AS %
  POLICY     ----------------------   AMOUNT OF      TOTAL     AMOUNT OF    TOTAL       OF TOTAL
   YEAR       CREDITS     CHARGES      CHARGE       PREMIUM     CHARGE     PREMIUM      PREMIUM
- -----------  ---------  -----------  -----------  -----------  ---------  ----------  ------------
<S>          <C>        <C>          <C>          <C>          <C>        <C>         <C>
         1        0.00        0.00         19.17      0.1917%     730.83     7.3083%      7.5000%
         3        0.00        0.00        109.50      0.3650%    1546.15     5.1538%      5.5188%
         6        0.00        0.00        368.18      0.6136%    2027.20     3.3787%      3.9923%
         9      459.74      185.49        553.53      0.6150%    2468.67     2.7430%      3.3580%
        10      494.55      201.28        553.53      0.5535%    2496.29     2.4963%      3.0498%
        11      523.03      189.77        553.53      0.5535%    2175.26     2.1753%      2.7288%
        12      546.76      178.35        553.53      0.5535%    1801.59     1.8016%      2.3551%
        13      566.85      166.37        553.53      0.5535%    1595.34     1.5953%      2.1489%
        14      584.06      153.73        553.53      0.5535%    1337.30     1.3373%      1.8908%
        15      598.98      140.51        553.53      0.5535%    1029.50     1.0295%      1.5830%
        16      612.03      126.50        553.53      0.5535%     721.64     0.7216%      1.2752%
        17        0.00      111.33        553.53      0.5535%     514.09     0.5141%      1.0676%
        18        0.00       93.25        553.53      0.5535%     306.56     0.3066%      0.8601%
        19        0.00       73.68        553.53      0.5535%     151.37     0.1514%      0.7049%
        20        0.00       52.03        553.53      0.5535%      49.86     0.0499%      0.6034%
        21        0.00       28.38        553.53      0.5535%       0.00     0.0000%      0.5535%
</TABLE>
 
- ------------------------
(1) See Appendix C as to "Policy Value Advances in Oregon"
 
The second and third columns of the above example show, respectively, the amount
of Policy Value Advance credited and the amount deducted to recover Policy Value
Advances  in each Policy year. The fourth  column shows how daily deductions for
sales charges are deferred  beginning in the 10th  Policy year (during the  time
when deductions to recover Policy Value Advances are being made).
 
                                      B-2
<PAGE>
                               MALE ISSUE AGE 45
                             FACE AMOUNT: $166,640
               CURRENT CHARGE AND POLICY VALUE ADVANCE SCHEDULES
<TABLE>
<CAPTION>
                               VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL RATE OF
                                                       RETURN OF
                            ---------------------------------------------------------------
              PREMIUMS             0% (1)(2)(3)(4)                  4% (1)(2)(3)(4)
 END OF     ACCUMULATED     ------------------------------   ------------------------------
 POLICY    AT 5% INTEREST     DEATH      POLICY  SURRENDER     DEATH      POLICY  SURRENDER
  YEAR      PER YEAR (1)    BENEFIT(5)   VALUE     VALUE     BENEFIT(5)   VALUE     VALUE
- --------   --------------   ----------   ------  ---------   ----------   ------  ---------
<S>        <C>              <C>          <C>     <C>         <C>          <C>     <C>
    1         $ 10,500       166,641      8,491    7,546      166,641      8,863    7,919
    2         $ 21,525       166,641     16,756   14,888      166,641     17,849   15,984
    3         $ 33,101       166,641     24,850   22,851      166,641     27,141   25,142
    4         $ 45,256       166,641     32,941   30,941      166,641     36,682   34,682
    5         $ 58,019       231,491     40,339   37,431      240,485     45,802   42,768
    6         $ 71,420       231,491     47,634   45,012      240,485     55,168   52,420
    7         $ 85,491       261,129     54,575   51,764      271,460     64,521   61,563
    8         $100,266       291,487     61,171   58,161      292,622     73,996   70,985
    9         $115,779       320,731     67,397   64,205      321,863     83,478   80,285
   10         $132,068       348,932     72,984   69,755      350,064     92,699   89,488
   15         $168,556       348,932     50,221   48,890      350,064     87,852   86,578
   20         $215,125       348,932     15,460   15,396      350,064     70,801   70,737
   25         $274,560             0          0        0      350,064     29,716   29,716
   40         $570,790             0          0        0            0          0        0
 
<CAPTION>
 
                  8% (1)(2)(3)(4)                     12% (1)(2)(3)(4)
 END OF   -------------------------------   -------------------------------------
 POLICY     DEATH      POLICY   SURRENDER      DEATH        POLICY     SURRENDER
  YEAR    BENEFIT(5)    VALUE     VALUE      BENEFIT(5)      VALUE       VALUE
- --------  ----------   -------  ---------   ------------   ---------  -----------
<S>       <C>          <C>      <C>         <C>            <C>        <C>
    1      166,641       9,236     8,291      166,641          9,608       8,665
    2      166,641      18,973    17,111      166,641         20,128      18,268
    3      166,641      29,440    27,440      166,641         31,863      29,864
    4      166,641      40,617    38,617      166,641         44,878      42,878
    5      249,947      51,767    48,601      260,194         58,404      55,094
    6      249,947      63,676    60,796      260,194         73,402      70,379
    7      290,804      76,013    72,765      312,909         89,512      85,931
    8      311,274      89,072    85,782      312,909        107,524     104,228
    9      332,184     102,900    99,561      371,863        126,932     122,978
   10      353,600     117,285   114,056      371,863        148,375     144,895
   15      353,600     145,150   143,983      371,863        231,845     230,622
   20      353,600     177,322   177,273      455,580        373,426     373,426
   25      216,279     216,279   216,279      703,516        606,479     606,479
   40      501,325     477,452   477,452    2,734,752      2,734,752   2,734,752
</TABLE>
 
(1)Assumes  annual premium  of $10,000  paid in  full at  the beginning  of each
   Policy year for 10 years. The values  vary from those shown if the amount  or
   frequency of payments vary.
(2)Assumes  that no Policy loan or partial withdrawal has been made. Zero values
   in the  Death  Benefit  column  indicate  Policy  lapse  in  the  absence  of
   sufficient additional premium payments.
(3)Reflects  Policy Value Advances and Cash  Value Bonuses credited according to
   the following schedule:
 
<TABLE>
<CAPTION>
                                                                      BONUS AS A PERCENT
                                                                      OF SURRENDER VALUE
                   CREDIT AS A PERCENT                                  AT THE END OF
 END OF POLICY       OF 12 TIMES THE            SURRENDER VALUE       POLICY YEAR 3 AND
     YEAR        AVERAGE MINIMUM PREMIUM       ON DATE OF BONUS        LATER TO AGE 95
- ---------------  -----------------------   -------------------------  ------------------
<S>              <C>                       <C>                        <C>
7                           2%             Less than $25,000                   0.00%
8                           6%             $25,000 to $150,000                 0.50%
9 to Age 95                10%             $150,000 or more                    0.60%
</TABLE>
 
(4)Assumes minimum face increases to  prevent premiums from violating TEFRA  and
   TAMRA Guidelines.
(5)Alternative  Death Benefit applies: See  "Policy Benefits--Death Benefit" for
   further details.
 
    IT IS  EMPHASIZED THAT  THE HYPOTHETICAL  INVESTMENT RATES  OF RETURN  SHOWN
    ABOVE  ARE ILLUSTRATIVE  ONLY AND SHOULD  NOT BE DEEMED  A REPRESENTATION OF
    PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
    MAY BE  MORE OR  LESS THAN  THOSE SHOWN  AND WILL  DEPEND UPON  A NUMBER  OF
    FACTORS  INCLUDING THE PREMIUM AND POLICY  VALUE ALLOCATIONS MADE BY YOU AND
    THE DIFFERENT RATES OF RETURN OF  THE PORTFOLIOS. THE DEATH BENEFIT,  POLICY
    VALUE  AND SURRENDER VALUE FOR A POLICY  WOULD BE DIFFERENT FROM THOSE SHOWN
    IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGES 0%, 4%, 8%, AND 12% OVER A
    PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
    POLICY YEARS OR IF ANY PREMIUMS  WERE ALLOCATED OR POLICY VALUE  TRANSFERRED
    TO THE GENERAL ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY FORTIS BENEFITS OR
    FORTIS  SERIES THAT THESE  HYPOTHETICAL RATES OF RETURN  CAN BE ACHIEVED FOR
    ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-3
<PAGE>
                               MALE ISSUE AGE 45
                             FACE AMOUNT: $166,640
              GUARANTEED CHARGE AND POLICY VALUE ADVANCE SCHEDULES
<TABLE>
<CAPTION>
                           VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT
                                                RATES OF RETURN OF
                          ---------------------------------------------------------------
            PREMIUMS             0% (1)(2)(3)(4)                  4% (1)(2)(3)(4)
END OF    ACCUMULATED     ------------------------------   ------------------------------
POLICY   AT 5% INTEREST     DEATH      POLICY  SURRENDER     DEATH      POLICY  SURRENDER
 YEAR     PER YEAR (1)    BENEFIT(4)   VALUE     VALUE     BENEFIT(4)   VALUE     VALUE
- ------   --------------   ----------   ------  ---------   ----------   ------  ---------
<S>      <C>              <C>          <C>     <C>         <C>          <C>     <C>
   1        $ 10,500       166,641      7,583    6,606      166,641      7,930    6,954
   2        $ 21,525       166,641     14,995   13,061      166,641     16,003   14,072
   3        $ 33,101       166,641     22,241   20,241      166,641     24,227   22,227
   4        $ 45,256       166,641     29,462   27,463      166,641     32,762   30,762
   5        $ 58,019       166,641     36,559   34,559      166,641     41,511   39,511
   6        $ 71,420       195,446     43,106   40,989      206,006     49,890   47,625
   7        $ 85,491       195,446     49,576   47,745      206,006     58,520   56,540
   8        $100,266       195,446     56,044   54,498      206,006     67,492   65,799
   9        $115,779       217,686     62,126   60,510      239,717     76,235   74,287
  10        $132,068       217,686     68,043   66,713      239,717     85,158   83,497
  15        $168,556       217,686     45,824   45,455      239,717     77,341   76,799
  20        $215,125       217,686     14,208   14,208      239,717     58,378   58,378
  25        $274,560             0          0        0      239,717     13,409   13,409
  40        $570,790             0          0        0            0          0        0
 
<CAPTION>
 
                8% (1)(2)(3)(4)                     12% (1)(2)(3)(4)
END OF  -------------------------------   ------------------------------------
POLICY    DEATH      POLICY   SURRENDER      DEATH       POLICY     SURRENDER
 YEAR   BENEFIT(4)    VALUE     VALUE      BENEFIT(4)     VALUE       VALUE
- ------  ----------   -------  ---------   ------------  ---------  -----------
<S>     <C>          <C>      <C>         <C>           <C>        <C>
   1     166,641       8,279     7,303         166,641      8,627       7,652
   2     166,641      17,041    15,113         166,641     18,108      16,182
   3     166,641      26,326    24,326         166,641     28,674      26,675
   4     166,641      36,345    34,345         166,641     40,376      38,377
   5     166,641      47,036    45,036         166,641     53,352      51,353
   6     217,796      57,666    55,236         231,284     66,742      64,124
   7     217,796      69,058    66,913         231,284     81,645      79,312
   8     217,796      81,361    79,502         231,284     98,343      96,295
   9     266,477      93,789    91,437         231,284    117,077     115,315
  10     266,477     107,041   104,975         328,488    136,052     133,020
  15     266,477     126,235   125,474         328,488    199,618     198,026
  20     266,477     146,107   146,107         372,775    305,553     305,331
  25     266,477     165,793   165,793         555,776    479,117     479,117
  40     266,477     203,183   203,183       2,119,304  2,018,385   2,018,385
</TABLE>
 
(1)Assumes annual  premium of  $10,000 paid  in full  at the  beginning of  each
   Policy  year for 10 years. The values vary  from those shown if the amount or
   frequency of payments vary.
(2)Assumes that no Policy loan or partial withdrawal has been made. Zero  values
   in  the  Death  Benefit  column  indicate  Policy  lapse  in  the  absence of
   sufficient additional premium payments.
(3)Reflects Policy Value Advances and  Cash Value Bonuses credited according  to
   the following schedule:
 
<TABLE>
<CAPTION>
                                                                      BONUS AS A PERCENT
                                                                      OF SURRENDER VALUE
                                                                        AT THE END OF
                   CREDIT AS A PERCENT                                   POLICY YEAR
 END OF POLICY       OF 12 TIMES THE            SURRENDER VALUE         3 AND LATER TO
     YEAR        AVERAGE MINIMUM PREMIUM       ON DATE OF BONUS             AGE 95
- ---------------  -----------------------   -------------------------  ------------------
<S>              <C>                       <C>                        <C>
7                           2%             Less than $                         0.00%
8                           6%             $    to $299,999
9 to Age 95                10%             $300,000 or more
</TABLE>
 
(4) Assumes  minimum face increases to prevent premiums from violating TEFRA and
    TAMRA Guidelines.
(5)Alternative Death Benefit applies: See "Policy Benefits--Death Benefit" for
   further details.
 
    IT IS  EMPHASIZED THAT  THE HYPOTHETICAL  INVESTMENT RATES  OF RETURN  SHOWN
    ABOVE  ARE ILLUSTRATIVE  ONLY AND SHOULD  NOT BE DEEMED  A REPRESENTATION OF
    PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
    MAY BE  MORE OR  LESS THAN  THOSE SHOWN  AND WILL  DEPEND UPON  A NUMBER  OF
    FACTORS  INCLUDING THE PREMIUM AND POLICY  VALUE ALLOCATIONS MADE BY YOU AND
    THE DIFFERENT RATES OF RETURN OF  THE PORTFOLIOS. THE DEATH BENEFIT,  POLICY
    VALUE  AND SURRENDER VALUE FOR A POLICY  WOULD BE DIFFERENT FROM THOSE SHOWN
    IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGES 0%, 4%, 8%, AND 12% OVER A
    PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
    POLICY YEARS OR IF ANY PREMIUMS  WERE ALLOCATED OR POLICY VALUE  TRANSFERRED
    TO THE GENERAL ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY FORTIS BENEFITS OR
    FORTIS  SERIES THAT THESE  HYPOTHETICAL RATES OF RETURN  CAN BE ACHIEVED FOR
    ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-4
<PAGE>
APPENDIX C
 
In  Oregon, Policy Value Advances  are credited starting on  the last day of the
10th Policy year.  The Policy Value  Advance credited  at the end  of that,  and
subsequent  Policy years  prior to  the insured's Age  95, will  be a percentage
(specified below) of  the average  monthly Minimum  Premium (calculated  without
regard  to the $25 limit), times 12.  The average monthly Minimum Premium is the
sum of the monthly Minimum Premiums from issue  to the end of the year in  which
the  credit is to be made, divided by the number of months over the same period.
The Minimum Premium for any month in which the policy is not in force is  deemed
to be zero.
 
                        POLICY VALUE ADVANCE PERCENTAGES
 
<TABLE>
<CAPTION>
POLICY YEAR      PERCENTAGES
- ------------  -----------------
<S>           <C>
10                       2%
11                       4%
12  -  later
to Age 95                7%
</TABLE>
 
These percentages are guaranteed only to the extent allowed by Oregon.
 
The Policy must be in force as of the time the Policy Value Advance is credited.
If the Policy lapses and is  reinstated, future Policy Value Advances will  only
be  credited  if the  policy has  been  in force  for 1  year  from the  date of
reinstatement. There are no premium payment or other requirements in order to be
eligible for the Policy Value Advances.
 
In all other respects  Policy Value Advances for  Policies issued in Oregon  are
the same as for Policies issued in other states.
 
In  view of  the above  described differences  in the  Policy Value  Advances in
Oregon, the tables  in Appendix B  that demonstrate the  effect of Policy  Value
Advances  would show  somewhat less favorable  results with respect  to a Policy
issued in Oregon.
 
                                      C-1
<PAGE>
APPENDIX D
 
THE GENERAL ACCOUNT
 
YOU MAY ALLOCATE PREMIUMS OR TRANSFER POLICY VALUE TO THE GENERAL ACCOUNT, WHICH
CONSISTS  OF ALL  FORTIS BENEFITS'  ASSETS NOT HELD  IN THE  SEPARATE ACCOUNT OR
OTHER  SEGREGATED  ASSET  ACCOUNTS.   BECAUSE  OF  EXEMPTIVE  AND   EXCLUSIONARY
PROVISIONS,  INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND  THE GENERAL ACCOUNT HAS  NOT BEEN REGISTERED AS  AN
INVESTMENT  COMPANY UNDER THE 1940 ACT. ACCORDINGLY, NEITHER THE GENERAL ACCOUNT
NOR ANY INTERESTS THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THOSE  ACTS
AND  FORTIS  BENEFITS HAS  BEEN ADVISED  THAT  THE STAFF  OF THE  SECURITIES AND
EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS RELATING
TO THE GENERAL ACCOUNT. DISCLOSURES REGARDING THE GENERAL ACCOUNT MAY,  HOWEVER,
BE  SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
LAWS  RELATING  TO  THE  ACCURACY   AND  COMPLETENESS  OF  STATEMENTS  MADE   IN
PROSPECTUSES.
 
This prospectus is generally intended to serve as a disclosure document only for
the  aspects  of the  Policy involving  the Separate  Account and  contains only
selected information regarding the  General Account. More information  regarding
the  General Account may be  obtained from Fortis Benefits'  Home Office or from
your sales representatives.
 
GENERAL DESCRIPTION
 
Subject to  applicable  law,  Fortis  Benefits  has  sole  discretion  over  the
investment  of  the assets  of the  General  Account. Unlike  the assets  of the
Separate Account,  the  assets  of  the  General  Account  are  chargeable  with
liabilities arising out of any other business of Fortis Benefits.
 
The  allocation or transfer of  amounts to the General  Account does not entitle
you to  share in  the investment  experience of  the General  Account.  Instead,
Fortis  Benefits guarantees that Policy Value in the General Account will accrue
interest at an effective annual rate of  at least 4%, independent of the  actual
investment  experience of the General Account.  Fortis Benefits is not obligated
to credit interest  at any higher  rate, although Fortis  Benefits, in its  sole
discretion,  may do so. The rates of interest actually credited to any amount in
the General Account from time to time may vary depending on when that amount was
first allocated to the General Account.
 
GENERAL ACCOUNT POLICY VALUE
 
The Policy Value in the General Account will reflect the amount and frequency of
premium payments allocated to  the General Account, the  amount of interest  and
any  Policy Value  Advances and  Cash Value Bonuses  credited to  amounts in the
General Account, any partial withdrawals, any transfers from or to the  Separate
Account,  any Policy loans and  the Monthly Deduction imposed  on amounts in the
General Account in connection  with the Policy. Charges  under a Policy are  the
same  as when the Separate  Account is being used,  except that no daily charges
for mortality  and expense  risk or  premium tax  and sales  expenses, or  daily
deductions  to  recover any  Policy Value  Advances, are  imposed on  amounts of
Policy Value in the General Account. See "Charges and Deductions."
 
TRANSFERS, SURRENDERS AND POLICY LOANS
 
Amounts in the  General Account  are generally subject  to the  same rights  and
limitations  and will be subject to the same charges as are amounts allocated to
the Subaccounts  of  the  Separate  Account with  respect  to  transfers,  total
surrenders,  partial withdrawals, and Policy  loans. See "Payment and Allocation
of Premiums--Allocation of  Premiums and Policy  Value," "Loan Privileges,"  and
"Surrender  and Partial Withdrawal." One exception  is that transfers out of the
General Account are limited to one transfer  in each Policy year, which may  not
be  for more than 50% of the Policy  Value in the General Account (excluding the
amount of General Account Policy Value attributable to Policy loans) at the date
of transfer. However, if the unloaned  General Account Policy Value at the  date
of  transfer is less than $1,000, the entire unloaned balance may be transferred
from the General Account to the Separate Account. See "Payment and Allocation of
Premiums--Allocation of Premiums and Policy Value." Fortis Benefits reserves the
right to review these limits  on an annual basis and,  subject to the limits  in
the Policy, to reduce them.
 
                                      D-1
<PAGE>
APPENDIX E
 
     MAXIMUM DEATH BENEFIT PER $1000 OF ANNUALIZED PLANNED PERIODIC PREMIUM
<TABLE>
<CAPTION>
 ISSUE AGE     MALE       FEMALE
- -----------  ---------  -----------
<S>          <C>        <C>
         0      68,120      91,075
         1      66,712      88,968
         2      65,147      86,656
         3      63,533      84,246
         4      61,882      81,767
         5      60,169      79,366
         6      58,686      76,924
         7      57,143      74,572
         8      55,587      72,203
         9      53,967      69,882
        10      52,357      67,614
        11      50,736      65,403
        12      49,141      63,252
        13      47,574      61,125
        14      46,020      59,102
        15      44,803      57,373
        16      43,573      55,525
        17      42,373      53,793
        18      41,221      52,111
        19      40,097      50,480
        20      39,017      48,900
        21      36,154      44,544
 
<CAPTION>
 ISSUE AGE     MALE       FEMALE
- -----------  ---------  -----------
<S>          <C>        <C>
 
        22      35,212      43,216
        23      34,294      41,912
        24      33,356      40,618
        25      32,436      39,355
        26      31,506      38,110
        27      30,572      36,914
        28      29,656      35,728
        29      28,744      34,579
        30      27,848      33,468
        31      26,969      32,394
        32      26,117      31,368
        33      25,279      30,350
        34      24,462      29,352
        35      23,664      28,385
        36      22,894      27,450
        37      22,149      26,554
        38      21,428      25,681
        39      20,726      24,833
        40      20,053      24,027
        41      18,918      22,553
        42      18,326      21,844
        43      17,750      21,160
<CAPTION>
 ISSUE AGE     MALE       FEMALE
- -----------  ---------  -----------
<S>          <C>        <C>
 
        44      17,197      20,501
        45      16,664      19,865
        46      16,148      19,253
        47      15,652      18,664
        48      15,173      18,090
        49      14,711      17,538
        50      14,260      17,004
        51      13,703      16,311
        52      13,291      15,826
        53      12,895      15,357
        54      12,521      14,906
        55      12,167      14,472
        56      11,833      14,053
        57      11,512      13,651
        58      11,199      13,258
        59      10,889      12,872
        60      10,579      12,490
        61      10,205      12,015
        62       9,902      11,646
        63       9,607      11,285
        64       9,318      10,932
        65       9,040      10,589
</TABLE>
 
                                      E-1
<PAGE>
97132
<PAGE>



                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     Facing Sheet.

     Cross-Reference Table. (Filed as a part of the initial filing of this Form 
     S-6 Registration filed December 17, 1993.)

     Prospectus and Prospectus supplement, consisting of 70 pages and 30 pages,
     respectively.

     Undertaking to File Reports. (Filed as a part of the initial filing of this
     Form S-6 Registration Statement filed on December 17, 1993.)

     Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933. 
     (Filed as a part of the initial filing of this Form S-6 Registration 
     Statement filed on December 17, 1993.)

     Representations and Undertakings pursuant to Rule 6e-3(T)(b)(13) (iii)(F)
     under the Investment Company Act of 1940. (Filed as a part of the initial 
     filing of this Form S-6 Registration Statement filed on December 17, 1993.)

     Signatures.

     Written Consents of the following persons:

          Renee C. West, FSA, MAAA (Filed with Exhibit 6 below).

          Douglas R. Lowe, Esq. (Filed with Exhibit 3 below).

          Ernst & Young LLP, Independent Auditors

     The following exhibits:

     1.A  (1)  --Resolution of Board of Directors of Fortis Benefits (under its
               prior name, Western Life Insurance Company) effecting the 
               establishment of Variable Account C (Incorporated by reference
               from Exhibit 1.A(1) to registrant's Form S-6 Registration 
               Statement, File No. 33-28551, filed on May 5, 1989).

          (2)  --Not applicable

          (3)  --(a) Distribution Agreement between Fortis Benefits and Fortis 
               Investors, Inc. (Incorporated by reference from Exhibit 1.A 
               (3)(a) to registrant's Post-Effective Amendment No. 9 to Form S-6
               Registration Statement, File No. 33-28551, filed April 29, 1994.)

               --(b) Form of Dealer Sales Agreement. (Incorporated by reference 
               from registrant's Post-Effective Amendment No. 12 to Form N-4 
               Registration Statement, File No. 33-19421, filed December 22, 
               1994.)

               --(c) Schedule of sales commissions (Incorporated by reference 
               from "Distribution of the Policies" in the attached prospectus).



<PAGE>

          (4)  --Not applicable

          (5)  --(a) Form of Individual Flexible Premium Variable Life Insurance
               Policy. (Filed as part of the initial filing of this Form S-6 
               Registration Statement filed December 17, 1993.)

               --(b) Form of Group Flexible Premium Variable Life Insurance 
               Master Contract. (Filed as part of Pre-Effective Amendment No.1
               to this Form S-6 Registration Statement filed May 6, 1994).

               --(c) Form of Certificate to be used in connection with Master
               Contract filed as Exhibit 5(b). (Filed as part of Pre-Effective
               Amendment No.1 to this Form S-6 Registration Statement filed 
               May 6, 1994).

          (6)  --(a) Articles of Incorporation of Fortis Benefits (Incorporated
               by reference from Exhibit 1.A(6)(a) to the initial filing of 
               registrant's Form S-6 Registration Statement, File No. 33-03919,
               filed on March 17, 1986).

               --(b) Bylaws of Fortis Benefits (Incorporated by reference from 
               Exhibit 1.A(6)(b) to the initial filing of registrant's Form S-6
               Registration Statement, File No. 33-03919, filed on March 17, 
               1986).

               --(c) Amendment to Articles of Incorporation and Bylaws dated 
               November 21, 1991 (Incorporated by reference from Exhibit 
               1.A(6)(c) to registrant's Post-Effective Amendment No. 4 to Form
               S-6 Registration Statement, File No. 33-28551, filed on March 2,
               1992).

          (7)  --Not applicable.

          (8)  --Not applicable.

          (9)  --Not applicable.

          (10) --(a) Application Form for Flexible Premium Variable Life 
               Insurance Policy and Form of Temporary Insurance Agreement. 
               (Filed as part of the initial filing of this Form S-6 
               Registration Statement filed December 17, 1993.)

               --(b) Policy Change Application, Transfer Request Form, and 
               Change of Premium Allocation Form (Incorporated by reference from
               Exhibit 1.A(10)(b) to registrant's Post-Effective Amendment No. 4
               to Form S-6 Registration Statement, File 33-28851, filed on 
               March 2, 1992).

2.        --See Exhibit 1.A(5) above.

3.         --Opinion and consent of counsel as to the legality of Securities 
           being registered. (Filed as part of the initial filing of this Form
           S-6 Registration Statement filed December 17, 1993.)

4.         --Not applicable.

5.         --Not applicable.


<PAGE>


6.         --(a) Opinion and consent of actuary. (Filed as part of the initial
           filing of this Form S-6 Registration Statement filed December 17, 
           1993.)

           --(b) Supplemental Opinion and Consent of Actuary.

7.         --Forms of Notice of Cancellation Right and Request for Cancellation
           pursuant to Rule 6e-3(T)(b)(13)(viii) under the Investment Company
           Act of 1940. (Incorporated by reference from Exhibit 7 to 
           registrant's Form S-6 Registration Statement, File No. 33-48266, 
           filed on June 5, 1992).

8.         --Method of computing exchange pursuant to Rule 6e-3(T)(b)(13) (v)(B)
           under the Investment Company Act of 1940 (Not required because there
           will be no cash value adjustments in connection with the right to 
           transfer Policy Value to the General Account, which registrant 
           intends to satisfy the requirements of said provision).

9.         --Undertaking of Fortis Benefits required by Rule 27d-2 under the 
           Investment Company Act of 1940 (Part of Exhibit 1.A(3)(a)).

10.        Memorandum of Certain Procedures with Respect to Pricing and 
           Processing of Transactions Pursuant to Rule 6e-3(T)(b)(12) (iii).
           (Filed as part of Pre-Effective Amendment No.1 to this Form S-6 
           Registration Statement filed May 6, 1994).

11.        --Power of Attorney for Messrs, Freedman, Gaddy, Mackin, Keller, 
           Clayton, Mahoney, Clancy, Meler and Greiter. (Filed as part of the 
           initial filing of this Form S-6 Registration Statement filed 
           December 17, 1993.)

12.        --Statement of Fortis Benefits Insurance Company pursuant to 
           Rule 27d-2 under the Investment Company Act of 1940.


<PAGE>


                                       SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, FORTIS BENEFITS 
INSURANCE COMPANY has duly caused this amended Registration Statement to be 
signed on its behalf by the undersigned thereunto duly authorized, and its 
seal to be hereunto affixed and attested all in the City of St. Paul, 
Minnesota this 25th day of April, 1996.  Fortis Benefits Insurance Company 
hereby makes the representation required by Rule 485(b)(4) under the 
Securities Act of 1933, and further represents that the amended registration 
statement contains no information that would render Rule 485(b) unavailable.

                                          FORTIS BENEFITS INSURANCE COMPANY


                                          By:   /s/ Robert Brian Pollock
                                              ---------------------------------
                                                Robert Brian Pollock, President


Attest:     /s/ Douglas R. Lowe
        ------------------------------------
                Douglas R. Lowe
                Associate General Counsel,
                Life and Investment Products

Pursuant to the requirements of the Securities Act of 1933, this amended 
Registration Statement has been signed below by the following persons in the 
capacities indicated on April 25, 1996.


    /s/ Robert Brian Pollock
- --------------------------------------------
Robert Brian Pollock, President and Director
(Chief Executive Officer)


   /s/ Michael John Peninger
- --------------------------------------------
Michael John Peninger, Senior Vice President
Chief Financial Officer 
(Principal Financial and Accounting Officer)


   /s/ Dean Conrad Kopperud
- --------------------------------------------
Dean Conrad Kopperud, Director


*
- --------------------------------------------
Allen Royal Freedman, Chairman of the Board


*
- --------------------------------------------
Thomas Michael Keller, Director


*By:    /s/ Robert Brian Pollock
     ---------------------------------------
     Robert Brian Pollock - Attorney-in-Fact


<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the registrant, 
VARIABLE ACCOUNT C of Fortis Benefits Insurance Company, has duly caused this 
amended Registration Statement to be signed on its behalf by the undersigned 
thereunto duly authorized, and its seal to be hereunto affixed and attested, 
all in the City of St. Paul, State of Minnesota this 25th day of April, 1996.


                                    VARIABLE ACCOUNT C
                                    OF FORTIS BENEFITS INSURANCE COMPANY

                                    By: FORTIS BENEFITS INSURANCE COMPANY
                                          (Depositor)




                                    By:     /s/ Robert Brian Pollock
                                        -----------------------------------
                                            Robert Brian Pollock, President



                            Attest:          /s/ Douglas R. Lowe
                                    ---------------------------------------
                                             Douglas R. Lowe
                                             Associate General Counsel --
                                             Life and Investment Products
<PAGE>


                     CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Experts" and to 
the use of our reports dated February 14, 1996 and February 15, 1995 on the 
financial statements of Fortis Benefits Insurance Company and our report 
dated March 22, 1996 and March 24, 1995 on the financial statements of Fortis 
Benefits Insurance Company Variable Account C (Account C) in Post- Effective 
Amendment No. 4 to the Registration Statement (Form S-6 No. 33-73138) and the 
related Prospectus being filed under the Securities Act of 1933 for the 
registration of an indefinite amount of interests in Account C pursuant to 
variable life insurance policies.

/s/ Ernst & Young

Minneapolis, Minnesota
April 25, 1996


<PAGE>



                                INDEX TO EXHIBITS







6(b)     Supplemental Opinion and Consent of Actuary




12       Statement of Fortis Benefits Insurance Company
         pursuant to Rule 27d-2 under the Investment Act
         of 1049.



<PAGE>



                                   EXHIBIT 6(b)


<PAGE>


February 8, 1996



Fortis Benefits Insurance Company
P.O. Box 64271
St. Paul, Minnesota 55164



Gentlemen:

This opinion is furnished in connection with the offering by Fortis Benefits 
Insurance Company of a Flexible Premium Variable Life Insurance Policy 
("Policy"), under the Securities Act of 1933.  The prospectus included in our 
registration statement on Form S-6 describes the Policy.  I have reviewed the 
Policy Form and I am familiar with the amended registration statement, and 
the exhibits thereto, as proposed to be filed.

     1.   The hypothetical illustrations of the Policy values, cash surrender 
          values, and death benefits included in Appendix B to the prospectus
          are based on assumptions stated in the illustrations and are 
          consistent with the provisions of the Policy.

     2.   The Policy has not been designed so as to make the relationship 
          between premiums and benefits, as shown in the illustrations, appear
          disproportionately more favorable to a prospective purchaser of a 
          Policy for a standard risk non-smoker male age 45, than to a 
          prospective purchaser of Policies for males of other ages or 
          underwriting classes, or for females. Nor have the particular examples
          set forth in the illustrations been selected for the purpose of making
          this relationship appear more favorable.

I hereby consent to the use of this opinion as an exhibit to the amended 
registration statement and to the use of my name under the heading of 
"Experts" in the prospectus.

Sincerely,


/s/ Renee C. West

Renee C. West, FSA, MAAA
Actuarial Officer
Fortis Benefits Insurance Company

/cln
VUL100


<PAGE>




                                  EXHIBIT 12



<PAGE>




                Statement of Fortis Benefits Insurance Company
                       Pursuant to Rule 27d-2 Under the
                        Investment Company Act of 1940



The undersigned hereby states that on a monthly basis throughout its fiscal 
year ended December 31, 1995, it has met the requirements of Rule 27d-2(2)(1) 
under the Investment Company Act of 1940 in that it has a combined capital 
paid-up, gross paid-in and contributed surplus and unassigned surplus at 
least equal to $1,000,000.  Such capitalization was larger than 200 percent 
of the amount of the total refund obligations of Fortis Investors, Inc. 
pursuant to Sections 27(d) and 27(f) under the Investment Company Act of 
1940, less any liability reserve established by Fortis Benefits Insurance 
Company to meet such obligations.



                                        FORTIS BENEFITS INSURANCE COMPANY


                                        By:    /s/ John V. Egan
                                           -------------------------------------
                                        Name:         John V. Egan
                                        Title:        Vice President - Finance,
                                                      Life Products






April 25, 1996


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<CIK> 0000790531
<NAME> FORTIS BENEFITS INSURANCE COMPANY - VARIABLE LIFE FUND C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                             DEC-31-1995
<PERIOD-START>                                JAN-01-1995
<PERIOD-END>                                  DEC-31-1995
<DEBT-HELD-FOR-SALE>                                    0 
<DEBT-CARRYING-VALUE>                                   0
<DEBT-MARKET-VALUE>                                     0
<EQUITIES>                                        234,188
<MORTGAGE>                                              0
<REAL-ESTATE>                                           0
<TOTAL-INVEST>                                    234,188
<CASH>                                                  0
<RECOVER-REINSURE>                                      0
<DEFERRED-ACQUISITION>                                  0
<TOTAL-ASSETS>                                    234,188
<POLICY-LOSSES>                                   210,582
<UNEARNED-PREMIUMS>                                     0
<POLICY-OTHER>                                          0
<POLICY-HOLDER-FUNDS>                                   0
<NOTES-PAYABLE>                                         0
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                         23,606
<TOTAL-LIABILITY-AND-EQUITY>                      234,188
                                         91,097
<INVESTMENT-INCOME>                                40,343      
<INVESTMENT-GAINS>                                      0
<OTHER-INCOME>                                        163
<BENEFITS>                                         45,833
<UNDERWRITING-AMORTIZATION>                             0
<UNDERWRITING-OTHER>                               85,770
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                            0
<EPS-PRIMARY>                                           0
<EPS-DILUTED>                                           0
<RESERVE-OPEN>                                          0
<PROVISION-CURRENT>                                     0
<PROVISION-PRIOR>                                       0
<PAYMENTS-CURRENT>                                      0
<PAYMENTS-PRIOR>                                        0
<RESERVE-CLOSE>                                         0
<CUMULATIVE-DEFICIENCY>                                 0
        


</TABLE>


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