FORTIS BENEFITS INSURANCE CO VARIABLE ACCOUNT C
485B24F, 1997-04-30
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<PAGE>

   
     As filed with the Securities and Exchange Commission on April 30, 1997
                         Registration No. 33-48266
    
                            -------------------

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington DC 20549

                            -------------------
   
                     POST-EFFECTIVE AMENDMENT NO. 9
                               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, 1997 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, 1996 on February 27, 1997.
    
                            -------------------

<PAGE>
    [LOGO]
Mailing Address:
P.O. Box 64284
St. Paul
Minnesota 55164
Street Address:
500 Bielenberg Drive
Woodbury
Minnesota 55125
Telephone:
(800) 800-2638,
Ext. 3028
 
   
       [LOGO]
    [LOGO]
and  Fortis-Registered Trademark- are registered servicemarks of Fortis AMEV and
Fortis AG.
    
   
96390 (5/97)
    
               FORTIS
               VUL 500 PROSPECTUS
                          (Flexible Premium Variable Life Insurance Policies)
   
                         Dated May 1, 1997
    
                         The flexible premium variable life insurance Policies
                         offered by this Prospectus are issued by Fortis
                         Benefits Insurance Company and 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 an owner of a Policy to provide for changing
                         insurance needs with a single insurance policy. The
                         minimum initial Face Amount of a Policy is $500,000.
 
                         With respect to the Policy Value available for
                         investment under a Policy, the Policy owner may elect
                         to receive a rate of return based on one or more of the
                         separate investment portfolios of Fortis Series Fund,
                         Inc. There is no guaranteed minimum Policy Value with
                         respect to these portfolios, and the Policy owner bears
                         the entire investment risk that this value (or the
                         Surrender Value) may decline to zero. Alternatively, a
                         Policy owner 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, the
                         Policy owner may make a partial withdrawal of Surrender
                         Value once a year. The Policy owner also may take out
                         Policy loans and has 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 is guaranteed to stay in
                         force if certain Minimum Premium payments are made.
                         This guarantee will generally be for the lesser of 12
                         years from the Policy Date or until Age 65 (or for a
                         shorter period of time if the insured is over Age 60 at
                         issue, or is rated other than standard and issued after
                         May 1, 1995). $10,000 is the smallest possible initial
                         annual premium.
 
                         Fortis Benefits Insurance Company may allow for
                         variations of Policy Face Amount and initial annual
                         premium minimums, charges, and credits from those
                         otherwise described in the Prospectus for purchase of
                         policies in certain business related and other
                         circumstances. (See "Variations of Policy Premiums,
                         Charges, and Credits.")
 
                         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 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.
<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
    - Optional Insurance Benefits.........................................    8
    - Benefit at Maturity.................................................    8
    - Policy Loans........................................................    8
    - Settlement Options..................................................    9
    - Taxes...............................................................    9
    - Right to Return a Policy............................................    9
    - How to Exercise Your Rights Under a Policy..........................    9
The Separate Account and Fortis Series Fund, Inc..........................   10
    - The Separate Account................................................   10
    - Financial and Performance Information...............................   11
    - Fortis Series Fund, Inc.............................................   13
Policy Benefits...........................................................   13
    - Death Benefit.......................................................   13
    - Death Benefit Options...............................................   13
    - Accelerated Benefit Rider...........................................   14
    - Changes in Face Amount..............................................   15
    - Change in Death Benefit Option......................................   16
    - Policy Value........................................................   16
    - Policy Value Advances and Cash Value Bonuses........................   16
    - Calculation of Separate Account Policy Value........................   18
    - Separate Account Net Investment Return..............................   18
Payment and Allocation of Premiums........................................   18
    - Issuance of a Policy................................................   18
    - Premiums............................................................   19
    - Allocation of Premiums and Policy Value.............................   21
    - Policy Lapse and Reinstatement......................................   22
Charges and Deductions....................................................   23
    - Premium Tax and Sales Charges; Other Policy Issuance Expense
       Charges............................................................   23
    - Deductions to Recover Policy Value Advances.........................   25
    - Monthly Deduction from Policy Value.................................   25
    - Charge for Mortality and Expense Risks..............................   27
    - Miscellaneous.......................................................   27
    - Guarantee of Certain Charges........................................   27
Variations of Policy Minimums, Charges and Credits........................   28
Loan Privileges...........................................................   28
    - Rate Charged on Policy Loans........................................   28
    - Credited Rate for Policy Loans......................................   28
    - Effect of a Policy Loan.............................................   28
    - Repayment of a Loan.................................................   29
Surrender and Partial Withdrawal..........................................   29
Rights Reserved by Fortis Benefits........................................   30
    - Payment and Deferment...............................................   30
Distribution of the Policies..............................................   31
Federal Tax Matters.......................................................   31
    - Tax Status of the Policy............................................   31
    - Tax Status of Additional Insured Rider..............................   32
    - Taxation of Policy Benefits.........................................   32
    - Taxation Under Section 403(b) Plans.................................   33
    - Taxation of Fortis Benefits.........................................   34
</TABLE>
    
<PAGE>
   
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Other Policy Provisions...................................................   34
Management................................................................   37
Voting Privileges.........................................................   37
Reports...................................................................   38
State Regulation..........................................................   38
Legal Matters.............................................................   38
Experts...................................................................   38
Ratings and Rankings......................................................   39
Financial Statements......................................................   39
Appendix A................................................................  A-1
    - Optional Income Plans...............................................  A-1
    - Optional Insurance Benefits.........................................  A-1
Appendix B................................................................  B-1
    - Illustrations of Death Benefits, Policy Values, Surrender Values and
       Accumulated Premium................................................  B-1
    - Policy Value Advances...............................................  B-2
Appendix C................................................................  C-1
    - The General Account.................................................  C-1
    - General Description.................................................  C-1
    - General Account Policy Value........................................  C-1
    - Transfers, Surrenders and Policy Loans..............................  C-1
Variable Universal Life Service Request Form..............................
Life Insurance Section 1035 Exchange Form.................................
</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.......................................................................................         34
Alternative Death Benefit.................................................................         12
Cash Value Bonuses........................................................................         16
Contingent Deferred Sales Charge..........................................................         22
Date of Receipt...........................................................................         33
Death Benefit Type A (Type "A")...........................................................         12
Death Benefit Type B (Type "B")...........................................................         12
Face Amount...............................................................................         17
Fortis Benefits...........................................................................          5
Fortis Series.............................................................................         12
General Account...........................................................................        D-1
Grace Period..............................................................................         21
Guaranteed Death Benefit..................................................................          5
Guideline Annual Premium..................................................................         23
Home Office...............................................................................          9
Minimum Premium...........................................................................         19
Monthly Deduction.........................................................................         25
Monthly Anniversary.......................................................................         18
Net Amount at Risk........................................................................         25
Net Cash Value............................................................................         21
NYSE......................................................................................         17
Planned Periodic Premium..................................................................         18
Policy Anniversary........................................................................         18
Policy Date...............................................................................         18
Policy Value..............................................................................         15
Policy Value Advance......................................................................         15
Portfolio.................................................................................         12
Pro Rata Basis............................................................................         25
Separate Account..........................................................................          9
Subaccount................................................................................         10
Surrender Charge..........................................................................         24
Surrender Value...........................................................................          7
Valuation Date............................................................................         17
Valuation Period..........................................................................         17
1940 Act..................................................................................         12
</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 1996, Fortis Benefits had
approximately $91 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 nv 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, and life insurance 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 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 $175 billion in assets as
of year-end 1996.
    
 
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.
 
PAYMENT OF PREMIUMS
 
   
At the time of Policy issuance, the Planned Periodic Premium must be, on an
annualized basis, at least the greater of (1) $10,000, or (2) twelve monthly
Minimum Premiums. The Planned Periodic Premiums are assumed to be level in the
first Policy year. 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.
All Policies will specify a Planned Periodic Premium, but payment of this is
optional, except to the extent described above with respect to the initial
premium payment.
    
 
GUARANTEED DEATH BENEFIT
 
A Policy is guaranteed to stay in force 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 at least equals (2)
the cumulative monthly Minimum Premiums, assuming regular monthly payment. This
guarantee will generally be for the lesser of 12 years from the Policy Date or
until Age 65 (or for 5 years if Age 60 to 70 at issue). After Age 70, the
guarantee is for the greater of two years or to Age 75. For Policies issued
after May 1, 1995, or as soon thereafter as available in the state where the
policy is issued, the guarantee for insureds rated other than standard is for
the lesser of the guarantee period for their Age or five years. The guarantee
period may be shorter in some states due to state limitations. Subject to these
conditions, there is in effect a "Guaranteed Death Benefit" in the amount of the
Policy's then-current Face Amount and term rider coverages. 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 or rider benefits are increased. See "Guaranteed Death Benefit"
under "Payment and Allocation of Premiums--Premiums."
 
If the Guaranteed Death Benefit is not in effect, 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; Other Policy Issuance
Expense 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
 
The owner of a Policy 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" 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, the Growth Stock Series, the Blue Chip Stock Series, the S&P 500 Index
Series, the Growth and Income Series, the Value
 
                                       5
<PAGE>
   
Series, the Asset Allocation Series, the Global 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 C--"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. Fortis Series
Fund annual expenses, as a percentage of average net assets based on 1996
historical data, are as set out in the following table:
    
 
   
FORTIS SERIES ANNUAL EXPENSES
    
   
<TABLE>
<CAPTION>
                                       U.S.                                                       GLOBAL
                           MONEY    GOVERNMENT   DIVERSIFIED    GLOBAL     HIGH       ASSET        ASSET
                           MARKET   SECURITIES      INCOME       BOND     YIELD    ALLOCATION   ALLOCATION
                           SERIES     SERIES        SERIES      SERIES    SERIES     SERIES       SERIES
                          --------  -----------  ------------  --------  --------  -----------  -----------
<S>                       <C>       <C>          <C>           <C>       <C>       <C>          <C>
Investment Advisory and
 Management Fee..........     .30%         .46%          .47%      .75%      .50%         .48%         .90%
Other Expenses...........     .08%         .07%          .08%      .27%      .13%         .06%         .30%
Total Fortis Series
 Operating Expenses......     .38%         .53%          .55%     1.02%      .63%         .54%        1.20%
 
<CAPTION>
                                                                                             INTER-
                                    GROWTH &      S&P        BLUE      GLOBAL    GROWTH     NATIONAL      AGGRESSIVE
                           VALUE     INCOME    500 INDEX  CHIP STOCK   GROWTH    STOCK        STOCK         GROWTH
                           SERIES    SERIES     SERIES      SERIES     SERIES    SERIES      SERIES         SERIES
                          --------  ---------  ---------  ----------  --------  --------  -------------  ------------
<S>                       <C>       <C>        <C>        <C>         <C>       <C>       <C>            <C>
Investment Advisory and
 Management Fee..........     .70%       .68%       .40%        .90%      .70%      .62%           .85%          .70%
Other Expenses...........     .17%       .08%       .39%        .23%      .09%      .05%           .30%          .08%
Total Fortis Series
 Operating Expenses......     .87%       .76%       .79%       1.13%      .79%      .67%          1.15%          .78%
</TABLE>
    
 
The International Stock Series, the Blue Chip Stock Series, the S&P 500 Index
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; 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; 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 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; for
Global Asset Allocation Series, .5% of the first $100 million of such assets,
and .4% thereafter; 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.
 
A Policy owner 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 the investment risk to the Policy owner, 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. A Policy owner may transfer amounts among the
Subaccounts at any time. Transfers may also be made at any time from a
Subaccount to the General Account. The Policy owner, under Fortis Benefits'
current rules, 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
C--"Transfers, Surrenders and Policy Loans."
 
POLICY VALUE; POLICY VALUE ADVANCES; CASH VALUE BONUSES
 
POLICY VALUE. The "Policy Value" is the amount "at work" for the Policy owner
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
 
                                       6
<PAGE>
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 the Policy owner has 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
credited to the Policy Value, but may be subject to recovery by Fortis Benefits
pursuant to subsequent monthly and daily deductions. See "Policy
Benefits--Policy Value Advances."
 
CASH VALUE BONUSES. Cash Value Bonuses will be paid by Fortis Benefits starting
at the end of the ninth Policy year if the Surrender Value is at least $50,000.
If allowed in the state in which the Policy is issued these Cash Value 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"). If
Death Benefit Type A is in effect, 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 $.91 per Policy each month, plus a daily deduction at an annual rate
of .06124% of the Policy's net assets in the Separate Account.
 
SALES CHARGES. The maximum total sales charges are 29.5% of the amount of
premiums paid in the first two Policy years that are not in excess of the sum of
twelve monthly Minimum Premiums, plus 7.5% of all additional premiums. Rather
than being deducted from premiums, sales charges are assessed through periodic
deductions from Policy Value, and any balance of the sales charges may be
deducted as a Contingent Deferred Sales Charge that would be included as part of
the Surrender Charge. The periodic deductions for sales charges will not exceed
$3.09 per Policy each month plus a daily deduction at an annual rate of .20876%
of the Policy's net assets in the Separate Account.
 
CHARGE FOR OTHER POLICY ISSUANCE EXPENSES. This charge is $5.00 per thousand
dollars of a Policy's initial Face Amount. It will be deducted, if at all, only
as part of the Surrender Charge.
 
SURRENDER CHARGE. The maximum Surrender Charge is the sum of (1) any premium tax
and sales charges not previously deducted on a monthly or daily basis, as
described above, and (2) the charge for other Policy issuance expenses referred
to 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; Other Policy Issuance Expense Charges."
 
ADDITIONAL CHARGES AS A RESULT OF FACE AMOUNT INCREASES. If the Policy owner
requests a Face Amount increase, the Policy will be subject to additional
premium tax and sales charges and a charge for issuing the Face Amount increase.
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; Other Policy Issuance
Expense Charges."
 
DEDUCTIONS TO RECOVER POLICY VALUE ADVANCES. Subject to certain conditions,
Policy owners 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." While it is not Fortis Benefits' current
intention to do so, Fortis Benefits reserves the right to recover such credits
by imposing the following deductions made after the payment of the credits:
$4.00 a month plus 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 the period when these deductions are made to
recover the Policy Value Advances, there would be no similar monthly and daily
deductions for sales expenses and premium taxes discussed above. Once the amount
of any Policy Value Advances had been fully recovered, the monthly and daily
deductions for premium tax and
 
                                       7
<PAGE>
sales charges would resume. In no event would 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) the monthly deduction referred to above under "Premium Tax
Charge" and "Sales Charges" or "Deductions to Recover Policy Value Advances,"
whichever may then be in effect, (2) a monthly cost of insurance charge, (3)
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, (4) the monthly cost of any optional insurance benefits added
by rider, and (5) an administrative expense charge, currently $4.50 per month.
See "Charges and Deductions--Monthly Deduction From Policy Value."
    
 
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, the charge for certain
optional insurance riders, 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
pursuant to one of two options, as selected in advance by the Policy owner.
Under Death Benefit Type A, the death benefit is the Face Amount of the Policy.
Under Death Benefit Type B, the death benefit is the Face Amount of the Policy
plus the Policy Value on the date of death. If greater than the death benefit
otherwise payable under Type A or Type B, 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, the Policy owner may (1) increase
or (generally after the first Policy year) decrease the Face Amount of the
Policy or (2) once a year, change the death benefit from Type A to Type B or
from Type B to Type A. See "Changes in Face Amount" and "Change in Death Benefit
Option" under "Policy Benefits." Any increase in the Face Amount or change in
death benefit from Type A to Type B requires additional evidence of insurability
satisfactory to Fortis Benefits. An increase in Face Amount requested by the
Policy owner will result in additional charges. See "Premium Tax and Sales
Charges: Other Policy Issuance Expense 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
may result in a decrease in the Surrender Charge and the monthly Minimum Premium
for certain purposes. See "Policy Benefits--Changes in Face Amount."
 
OPTIONAL INSURANCE BENEFITS
 
A Policy owner has the flexibility to add optional insurance benefits by rider,
to the extent available in the Policy owner's state. These optional benefits are
described in Appendix A-- "Optional Insurance Benefits."
 
BENEFIT AT MATURITY
 
Unless the Policy owner exercises 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
the Policy owner, upon return of the Policy.
 
POLICY LOANS
 
   
A Policy owner may borrow up to 90% of the difference between the Policy Value
and the amount of any then-appli-
cable Surrender Charge. After the later of 12 years or the insured's Age 70, the
Policy owner may borrow up to 100% of such difference. In Texas, the Policy
owner may also borrow up to 100% of the Policy Value in the General Account,
less a pro-rata portion of the 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
certain Policy owners may qualify for a lower loan interest rate. See "Loan
Privileges."
    
 
                                       8
<PAGE>
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 the
election of the Policy owner or beneficiary. 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 Policy owners until such gains are distributed to them.
 
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, death
benefit option, and perhaps other changes) or payment of premiums in excess of
certain amounts may have significant tax consequences. Accordingly, Policy
owners 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
 
The Policy owner may return the Policy by delivery or by mailing postmarked
within 10 days after receipt (except where the Policy or state law requires a
longer period), within 45 days after he or she signs Part I of the application
for insurance, or within 10 days after receipt of a Notice of Withdrawal Right,
whichever is the latest, and receive a refund within 7 days. Nevertheless, under
Fortis Benefits' current administrative practice, the Notice of Withdrawal Right
will continue to be accepted if its Date of Receipt is not more than 20 days
after Fortis Benefits releases the Policy to an active status in its processing
system, pursuant to its administrative and underwriting procedures. 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, the owner must follow the procedures stated
in the Policy. To request a loan, surrender, or partial withdrawal, the owner
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 the Policy owner, and, in the case of a total surrender,
the owner 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 a Policy owner has 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. Fortis
Benefits will not be responsible for, and the Policy owner will bear the risk of
loss from, oral instructions, including fraudulent instructions which are
reasonably believed to be genuine. Fortis Benefits will employ reasonable
procedures to confirm that telephone instructions are genuine, but if such
procedures are not deemed reasonable, Fortis Benefits may be liable for any
losses due to unauthorized or fraudulent instructions. Fortis Benefits'
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. A Variable Universal Life Service
Request form is attached at the end of this Prospectus.
    
 
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 the Policy owner.
Currently, however, Fortis Benefits requires the Policy to be returned only on
maturity, total surrender or death of the insured. If the Policy owner is unable
to return the Policy because it has been lost or destroyed, Fortis Benefits will
accept a written statement to that effect signed by the Policy owner 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.
 
                                       9
<PAGE>
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.
 
                                       10
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
 
   
The information presented below reflects the performance of the underlying
investment portfolios of the Fortis Series Fund through December 31, 1996.
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. 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 all such charges that may apply to the Policy
based on the performance quoted.
    
 
   
                  NET ANNUAL RATES OF RETURN FOR ACCUMULATION
                              UNITS OF SUBACCOUNTS
    
 
   
<TABLE>
<CAPTION>
                                                                                                             THROUGH
                                                                                                           DECEMBER 31,      10
                                                                 CALENDAR YEAR                                 1996         YEARS
                                                              THROUGH DECEMBER 31                          ------------      OR
                           INCEPTION   ------------------------------------------------------------------    1      5     AVG SINCE
                             DATE      1987  1988  1989    1990   1991   1992  1993   1994   1995   1996   YEAR   YEARS   INCEPTION
                           ---------   ----  ----  -----  ------  -----  ----  -----  -----  -----  -----  -----  -----   ---------
<S>                        <C>         <C>   <C>   <C>    <C>     <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) 28.38   6.38   6.38   N/A      11.25
International Stock......     1/95      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A  13.05  12.68  12.68   N/A      12.90
Global Growth............     5/92      N/A  N/A     N/A     N/A    N/A  N/A   16.55  (4.11) 28.97  17.71  17.71   N/A      14.30
Growth Stock.............    10/86     10.03 3.23  34.94   (4.23) 51.71  1.78   7.52  -3.95  26.18  15.05  15.05  8.82      13.01
Blue Chip Stock..........     5/96      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A    N/A  15.40    N/A   N/A        N/A
S & P 500 Index..........     5/96      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A    N/A  13.36    N/A   N/A        N/A
Growth & Income..........     5/94      N/A  N/A     N/A     N/A    N/A  N/A     N/A   0.95  28.20  20.09  20.09   N/A      17.95
Value....................     5/96      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A    N/A  10.61    N/A   N/A        N/A
Global Asset
Allocation...............     1/95      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A  16.11  11.40  11.40   N/A      13.77
Asset Allocation.........     4/87      N/A  2.56  22.25    0.82  26.16  5.70   8.51  (1.47) 20.56  11.19  11.19  8.66       9.71
Global Bond..............     1/95      N/A  N/A     N/A     N/A    N/A  N/A     N/A    N/A  17.64   2.05   2.05   N/A       9.59
High Yield...............     5/94      N/A  N/A     N/A     N/A    N/A  N/A     N/A  (1.54) 11.46   9.22   9.22   N/A       7.02
Diversified Income.......     5/88      N/A  N/A   10.98    7.60  13.33  5.83  11.44  (6.34) 15.92   2.93   2.93  5.68       7.28
U.S. Gov't Securities....    11/86     0.43  5.17  11.74    6.67  13.03  4.90   8.18  (7.54) 17.43   1.00   1.00  4.47       5.88
Money Market.............    11/86     4.57  5.54   8.17    6.61   4.69  2.15   1.57   2.70   4.50   3.94   3.94  2.96       4.43
</TABLE>
    
 
- ------------------------------
Wall Street Series VUL500 was not offered for sale prior to September 1992.
 
                                       11
<PAGE>
   
Example: If a male nonsmoker insured age 45 had a Policy with a Type A Death
Benefit of $800,000 in which he invested $15,000 annually, the Policy would have
provided the following benefits as of December 31, 1996, for the time periods
and subaccounts indicated:
    
 
   
<TABLE>
<CAPTION>
                               ONE YEAR                    FIVE YEARS
                      ---------------------------  ---------------------------
                      TOTAL    POLICY     SURRENDER TOTAL   POLICY     SURRENDER
                      INVESTMENT   VALUE   VALUE   INVESTMENT   VALUE   VALUE
                      ------  ---------   -------  ------  ---------   -------
<S>                   <C>     <C>         <C>      <C>     <C>         <C>
Aggressive Growth...  $15,000   $13,453   $6,209      --          --       --
International
Stock...............  $15,000   $13,944   $6,698      --          --       --
Growth Stock........  $15,000   $13,947   $6,702   $75,000  $ 84,537   $74,937
Global Growth.......  $15,000   $14,597   $7,353      --          --       --
Blue Chip...........     --          --       --      --          --       --
S & P 500 Index.....     --          --       --      --          --       --
Growth & Income.....  $15,000   $14,571   $7,325      --          --       --
Value...............     --          --       --      --          --       --
Global Asset
Allocation..........  $15,000   $13,784   $6,538      --          --       --
Asset Allocation....  $15,000   $13,524   $6,278   $75,000  $ 81,405   $71,805
High Yield..........  $15,000   $13,315   $6,069      --          --       --
Global Bond.........  $15,000   $12,722   $5,474      --          --       --
Diversified
Income..............  $15,000   $12,651   $5,403   $75,000  $ 71,326   $61,726
U.S. Government.....  $15,000   $12,431   $5,182   $75,000  $ 69,286   $59,686
Money Market........  $15,000   $12,937   $5,690   $75,000  $ 66,673   $57,073
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                               TEN YEARS                 SINCE INCEPTION
                      ---------------------------  ----------------------------
                      TOTAL    POLICY     SURRENDER  TOTAL   POLICY     SURRENDER
                      INVESTMENT   VALUE   VALUE   INVESTMENT   VALUE    VALUE
                      ------  ---------   -------  -------  ---------   -------
<S>                   <C>     <C>         <C>      <C>      <C>         <C>
Aggressive Growth...     --          --       --   $45,000   $ 44,771   $35,171
International
Stock...............     --          --       --   $30,000   $ 29,820   $21,249
Growth Stock........  $150,000  $253,680  $250,938 $165,000  $269,426   $286,054
Global Growth.......     --          --       --   $75,000   $ 91,776   $82,176
Blue Chip...........     --          --       --   $15,000   $ 15,143   $7,869
S & P 500 Index.....     --          --       --   $15,000   $ 14,767   $7,943
Growth & Income.....     --          --       --   $45,000   $ 51,018   $41,418
Value...............     --          --       --   $15,000   $ 14,498   $7,224
Global Asset
Allocation..........     --          --       --   $30,000   $ 29,694   $21,123
Asset Allocation....     --          --       --   $150,000  $211,157   $208,415
High Yield..........     --          --       --   $45,000   $ 42,342   $32,742
Global Bond.........     --          --       --   $30,000   $ 26,982   $18,406
Diversified
Income..............     --          --       --   $135,000  $153,385   $149,270
U.S. Government.....  $150,000  $168,589  $165,846 $165,000  $185,267   $183,895
Money Market........  $150,000  $152,300  $149,557 $165,000  $167,820   $166,447
</TABLE>
    
 
These benefits will differ for other insureds. They will differ according to
differences in investment allocation, premium timing and amount, death benefit
type and amount as well as Age and underwriting classification 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.
 
                                       12
<PAGE>
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 Series,
Global Growth, Growth Stock, Blue Chip Stock, S&P 500 Index, Growth and Income,
Value, Global Asset Allocation Series, Asset Allocation, High Yield, Global Bond
Series, 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
Global Asset Allocation Series, Asset Allocation, the High Yield 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."
 
The insurance proceeds are: (1) the death benefit provided under Type A or Type
B, whichever is in effect on the date of death, plus (2) any additional
insurance on the insured's life that is provided by rider, minus (3) any
outstanding Policy loan and any due and unpaid charges accruing during a Grace
Period, plus (4) any loan interest paid by the Policy owner for periods beyond
the date of death.
 
DEATH BENEFIT OPTIONS
 
The Policy owner selects one of the two below-described death benefit options in
the application and can thereafter change the option once each Policy year, by
written request. See "Change in Death Benefit Option," below.
 
TYPE A. The death benefit is equal to the Face Amount of insurance.
 
TYPE B. The death benefit is equal to the Face Amount of insurance plus the
Policy Value at the date of death.
 
ALTERNATIVE DEATH BENEFIT. Under either Type A or Type B, there is an
Alternative Death Benefit which applies if it provides a death benefit greater
than the death benefit option chosen. 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>
 
                                       13
<PAGE>
For Ages not listed, the progression between the listed Ages is constant.
 
Both Type A and Type B provide insurance protection, as well as possible
build-up of Policy Value. Under Type A, the insurance coverage remains level
unless the Alternative Death Benefit applies. Under Type B, the insurance
coverage varies as the Policy Value changes.
 
For any Face Amount, the death benefit under Type B will be greater than or
equal to that under Type A, since the Policy Value is added to the Face Amount
and included in the death benefit under Type B but not under Type A. However,
the cost of insurance included in the Monthly Deduction (see "Charges and
Deductions--Monthly Deduction From Policy Value") will be greater, and thus the
accumulation of Policy Value will be lower, under Type B than under Type A,
assuming the same Face Amount and otherwise identical Policies. See Appendix
B--"Illustrations of Death Benefits, Policy Values, Surrender Values and
Accumulated Premiums."
 
ACCELERATED BENEFIT RIDER
 
   
The Accelerated Benefit Rider will be issued as a part of all Policies issued in
a state that has approved such rider. The Accelerated Benefit Rider allows a
Policy owner to receive benefits from the Policy that would be otherwise payable
upon the death of the insured. The benefits paid under the Accelerated Benefit
Rider are available when Fortis Benefits has received written notice and
satisfactory proof (a certificate by a doctor) that the insured has a life
expectancy of twelve months or less due to an irreversible medical condition.
The benefit may vary state-by-state and a Fortis Benefits representative should
be consulted as to whether, and to what extent, the rider is available in any
particular state.
    
 
   
The Accelerated Benefit Rider allows the Policy owner to elect an accelerated
payment of all or part of the death benefit under the Policy and any term
insurance rider that is less than two years prior to the original expiry or
maturity date. The accelerated payment will be discounted for twelve months'
interest and will be reduced by any outstanding loan if not otherwise paid,
multiplied by the percentage of the eligible amount which is accelerated. The
interest rate discount will be equal to the lesser of (1) the applicable federal
interest rate determined under Section 846(c)(2) of the Internal Revenue Code;
(2) the current maximum statutory adjustable policy loan interest rate; or (3)
10%. Fortis Benefits can furnish details about the amount of the benefit under
the Accelerated Benefit Rider available to an eligible Policy owner under a
particular Policy. The benefit will be paid in a lump sum unless otherwise
agreed to by Fortis Benefits.
    
 
The payment of a benefit must be approved in writing by any irrevocable
beneficiary and any collateral assignee. No benefit is available if the
insured's irreversible medical condition results from self-inflicted injury and
such injury occurs within the first two policy years (one year in Colorado and
North Dakota). If such injury occurs beyond such period, the amount that may be
requested may not include any part of the death benefit that was first effective
within a two year period (one year in Colorado and North Dakota) prior to such
injury.
 
All or part of the eligible amount may be accelerated under the Accelerated
Benefit Rider. If the death benefit is only partially accelerated, a Face Amount
at least equal to the minimum Face Amount required for the Policy or rider must
remain under the Policy or rider. The benefit payable must be at least
$2,500.00, or if smaller the entire eligible amount. If the entire eligible
amount is accelerated, the Policy or rider will terminate. If the entire
eligible amount is paid on the person who is insured under the base Policy, any
rider on the Policy that provides insurance on the life of any other person will
be administered according to the provisions in the rider concerning the death of
the person insured under the base Policy.
 
The maximum amount of any accelerated death benefit payable under a Policy and
all other policies issued by Fortis Benefits is $500,000.
 
If only a portion of the eligible amount is paid, the Policy and/ or rider will
remain in force. The amount of insurance, and the loan amount and Surrender
Value if the benefit is paid on the death benefit provided by the base Policy,
of the Policy or rider will be reduced as of the date of approval of the benefit
request by the percentage of the eligible amount which is accelerated. Future
monthly Minimum Premiums and cost of insurance will be adjusted as if (1) a loan
repayment were made equal to the reduction in the loan amount, (2) a withdrawal
were made equal to the reduction in Surrender Value, and (3) a face amount
decrease were made equal to the difference between the accelerated eligible
amount and the face amount decrease caused by withdrawal.
 
There is no charge for this rider provision as a part of your policy. However,
an administrative fee (not to exceed $300) will be charged at the time the
benefit is paid. The current fee is $50.
 
Fortis Benefits agrees that unless otherwise required by law, no benefit will be
paid if the Policy owner is required to elect it in order to meet the claims of
creditors or to obtain a government benefit. Receipt of payment of a benefit
under
 
                                       14
<PAGE>
the Accelerated Benefit Rider may affect eligibility for government sponsored
benefit programs, such as Medicaid and Supplemental Security Income. The rider
can be terminated by request.
 
   
The Accelerated Benefit Rider is not a long term care rider or nursing home
insurance rider. The amount this rider pays may not be enough to cover medical,
nursing home or other bills. The benefit can be used for any purpose.
    
 
CHANGES IN FACE AMOUNT
 
INCREASE. A Policy owner 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. No Face Amount increase will be permitted if benefits are being
paid under the terms of a Waiver of Monthly Deductions Rider or the Waiver of
Selected Amount Rider. See Appendix A-- "Optional Insurance 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
and issuance charges will be applicable. See "Charges and Deductions--Premium
Tax and Sales Charges; Other Policy Issuance Expense Charges." An increase in
Face Amount requested by the Policy owner also will increase the monthly Minimum
Premium and the Guaranteed Death Benefit charge. See "Minimum Premiums" under
"Payment and Allocation of Premiums--Premiums."
 
The Policy owner may cancel the Face Amount increase. The cancellation request
must be delivered or mailed to Fortis Benefits by letter postmarked (1) within
10 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, including rider costs, 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.
 
Also, during the first two years following a Face Amount increase requested by a
Policy owner, the Policy owner may transfer all or part of the Policy Value to
the General Account without charge. See "Policy Value Transfers" under "Payment
and Allocation of Premiums--Allocation of Premiums and Policy Values." Such a
transfer to the General Account could be made, for example, in the amount of any
premiums paid which are deemed attributable to the increase. See "Charges and
Deductions--Premium Tax and Sales Charges; Other Policy Issuance Expense
Charges" regarding the method of such attribution.
 
DECREASE. After the first Policy year, the Policy owner may request a decrease
in the Face Amount of the Policy. Face Amount decreases in the first two Policy
years will be allowed only if the cumulative amount of premiums paid are at
least equal to the sum of 12 monthly Minimum Premiums (computed without regard
to substandard risk class or optional policy riders). A comparable restriction
on decreases applies in the first two years following a Face Amount increase
requested by the Policy owner.
 
The Face Amount remaining in force after any requested decrease may not be less
than $500,000. 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. If the Policy owner elects to decrease the Face
Amount, the Surrender Charge may be reduced (see "Charges and
Deductions--Premium Tax and Sales Charges; Other Policy Issuance Expense
Charges"). The monthly Minimum Premium, will also be reduced for purposes other
than computing sales charges. See "Minimum Premiums" under "Payment and
Allocation of Premiums--Premiums."
 
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
 
                                       15
<PAGE>
approves  the request. Nevertheless,  there will be  no insurance coverage under
any change in  Face Amount  or other change  in benefits  requiring evidence  of
insurability,  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 generally  will
also affect the Net Amount at Risk and may affect the insured's rate class, both
of  which affect a Policy owner's monthly  cost of insurance charge. (Net Amount
at Risk is the  difference in amount  between the death  benefit and the  Policy
Value.)  See "Rate Class" under  "Charges and Deductions--Monthly Deduction from
Policy Value." This in turn can affect the level of subsequent Policy Values and
death benefits.
 
CHANGE IN DEATH BENEFIT OPTION
 
The death benefit  option in  effect may  be changed  once each  Policy year  by
sending  a written  request in  form acceptable to  Fortis Benefits  at its Home
Office. The effective date of any such change will be the Monthly Anniversary on
or following  (1) the  Date of  Receipt of  the request  or (2)  if evidence  of
insurability is required, approval by Fortis Benefits.
 
A  change from Type A to Type B requires evidence of insurability and results in
an automatic reduction in the Face Amount  by the amount of Policy Value on  the
effective  date of the change. This change may not be made if it would result in
a Face Amount which is less than the minimum Face Amount, which is $500,000. Nor
will a  change  in death  benefit  option be  permitted  if it  results  in  any
violation  of the then current maximum premium limitations under Section 7702 of
the Code. See "Payment and Allocation of Premiums-- Premiums."
 
A change from Type A to Type B will  not alter the death benefit at the time  of
the change, but will affect the determination of the death benefit from then on.
Since,  from then on, the Policy Value will be added to the new Face Amount, the
death benefit will vary with the Policy  Value. Moreover, under Type B, the  Net
Amount  at Risk will not vary unless the Alternative Death Benefit is in effect.
Therefore, after a  change from Type  A to Type  B, the cost  of insurance  will
generally be higher if the Policy Value increases, but lower if the Policy Value
decreases. See "Charges and Deductions-- Monthly Deductions From Policy Value."
 
Although  a change from  Type A to Type  B results in  an automatic reduction in
Face Amount, it will not result in  any change in the charges from premium  tax,
sales or other issuance expenses or in the monthly Minimum Premium.
 
If  the death benefit option changes from Type B to Type A, the Face Amount will
be increased by  the amount of  the Policy Value  on the effective  date of  the
change.  The  death benefit  will  not be  altered at  the  time of  the change.
However, the  change  in  death  benefit option  will  continue  to  affect  the
determination  of the death benefit from then  on, because the Policy Value will
no longer  be  added  to the  Face  Amount  in determining  the  death  benefit.
Therefore,  after a change from Type B to  Type A, the cost of insurance charges
will generally be lower if the Policy  Value increases but higher if the  Policy
Value  decreases. See "Charges  and Deductions-- Monthly  Deductions From Policy
Value."
 
Although a change from Type B to Type A results in an automatic increase in  the
Face  Amount of a Policy,  no additional sales charge  or expense charge will be
imposed as a result of  such a change, and no  evidence of insurability will  be
required.  Nor will there be  any change in the  monthly Minimum Premium under a
Policy or any right to a refund of charges upon cancellation of the Face  Amount
increase.
 
POLICY VALUE
 
The  total Policy  Value at  any time  is the  sum of  the Policy  Values in the
General Account (see  Appendix C--"The General  Account" and "Loan  Privileges")
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.
 
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. There
are limited guarantees applicable to these credits. These credits may be 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  taken by the
Policy owner,  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
 
                                       16
<PAGE>
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
substandard risks or optional riders, times 12.
 
                    CURRENT POLICY VALUE ADVANCE PERCENTAGES
 
<TABLE>
<CAPTION>
AGE OF                                                                   POLICY YEARS
INSURED                                             POLICY    POLICY    9 AND LATER TO
AT ISSUE                                            YEAR 7    YEAR 8        AGE 95
- --------------------------------------------------  -------   -------   --------------
<S>                                                 <C>       <C>       <C>
0-60..............................................     2%        6%          10%
61-70.............................................     5%        7%          10%
71-80.............................................     6%        6%           6%
</TABLE>
 
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.
 
Subject to the guaranteed minimums set forth below, Fortis Benefits reserves the
right in its sole discretion to reduce the rate of Policy Value Advances. Policy
owners  will be given one year's notice  before any such reduction takes effect.
Fortis Benefits  guarantees  Policy  Value Advances  for  eligible  Policies  at
specified  rates. The guaranteed rates are based  on the insured's Age at Policy
issue, as follows:
 
                   GUARANTEED POLICY VALUE ADVANCE PERCENTAGE
 
<TABLE>
<CAPTION>
AGE OF                                                                   POLICY YEARS
INSURED                                             POLICY    POLICY    9 AND LATER TO
AT ISSUE                                            YEAR 7    YEAR 8        AGE 95
- --------------------------------------------------  -------   -------   --------------
<S>                                                 <C>       <C>       <C>
0-60..............................................     2%        6%          10%
61-70.............................................     2%        6%           7%
71-80.............................................     2%        5%           6%
</TABLE>
 
Policy Value Advances are guaranteed only to the extent allowed by the state  in
which the Policy is issued.
 
While  it is not  Fortis Benefit's current  intention to do  so, Fortis Benefits
reserves the  right to  recover  Policy Value  Advances  over time  pursuant  to
subsequent  monthly and  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;  Other
Policy  Issuance  Expense  Charges." Therefore,  Policy  Value  Advances provide
Policy owners an opportunity to accumulate a greater amount of Policy Value than
they otherwise would have.
 
Policy Value Advances are  designed to encourage Policy  owners to retain  their
Policies  and to make Minimum Premium payments for a substantial period of time,
by offering Policy owners 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  ninth 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
                            BONUS AS A PERCENT OF  OF SURRENDER VALUE
                             SURRENDER VALUE AT        AT END OF
                                   END OF             POLICY YEARS
SURRENDER VALUE ON              POLICY YEARS        20 AND LATER TO
 DATE OF BONUS                  9 THROUGH 19             AGE 95
- --------------------------  ---------------------  ------------------
<S>                         <C>                    <C>
Less than $50,000.........             .00%                  .00%
$50,000 to $299,999.......             .10%                  .10%
$300,000 to $499,999......             .55%                  .55%
$500,000 or more..........             .55%                  .80%
</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.
Thus,  for example, any Policy  Value Advance or Cash  Value Bonus will increase
the Type B (but not the type A)  death benefit under the Policy. Under a Type  A
death  benefit,  Policy Value  Advances and  Cash Value  Bonuses will  result in
reduced cost of insurance charges. Conversely, if the above-mentioned deductions
to recover Policy Value Advances are made, they will reduce the Policy Value and
thus the amount of Type B death benefit.
 
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
 
                                       17
<PAGE>
that  the Policy  owner pays for  investing assets attributable  to Policy Value
Advances and Cash Value Bonuses in  the Separate Account. There is no  assurance
that  Separate Account investment  performance earned on  Policy Value Advances,
which may be 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. A Policy owner who wishes
to  avoid the  risk of not  earning a  rate of return  greater than  the rate of
asset-based charges can allocate amounts  attributable to Policy Value  Advances
and  Cash Value  Bonuses to Fortis  Benefits' General Account.  The Policy owner
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;
        Other Policy Issuance Expense 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 $500,000. A Policy will generally
be issued to insureds Age 25-80 who supply evidence of insurability satisfactory
to Fortis Benefits.
 
                                       18
<PAGE>
As part of an arrangement with a group of distributors, Fortis Benefits will use
a simplified form of underwriting for policies issued to insureds who have  been
fully  underwritten for life insurance in the  previous 5 years. Under this form
of underwriting, some medical  tests can be waived.  This group of  distributors
currently  consists of  the Investment Marketing  Group. Additional distributors
may be added during the year.
 
Regardless of the underwriting procedure  used, acceptance of an application  is
subject   to  Fortis  Benefits  underwriting   guidelines  and  Policy  approval
procedures. Any 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 $300,000  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, including special limits for  temporary
coverage of certain optional benefits provided by rider, 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  part  I  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 three days after 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  and  may  result  in  lower  Policy Value
Advances. 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, the  Planned  Periodic
Premium must be, on an annualized basis, at least the greater of (1) $10,000, or
(1)  twelve  monthly Minimum  Premiums. For  purposes  of this  requirement, the
Planned Periodic Premiums are assumed to be level in the first policy year.  The
Planned  Periodic Premiums are assumed to be level in the first Policy year. 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, each  Policy  owner 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 the Policy owner's  checking
account.)  The  Policy  owner,  however,  is 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."
 
                                       19
<PAGE>
Subject to the limitations described below,  a Policy owner may make  additional
premium payments at any time in any amount.
 
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 the Policy owner directs 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 the  Policy owner 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  Options."  For  Policies  issued  pursuant  to
Section  403(b) of the Code,  there are premium limitations,  referred to in the
Policy, which if not observed, will result in tax penalties.
 
GUARANTEED DEATH BENEFIT. A Policy is guaranteed to stay in force 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, at
least equals the cumulative monthly  Minimum Premiums, assuming regular  monthly
payment.  This guarantee will be for the lesser of 12 years from the Policy Date
or until Age 65 (or  for 5 years if  Age 60 to 70 at  issue). After Age 70,  the
guarantee  is for  the greater of  two years or  to Age 75.  For Policies issued
after May 1, 1995,  or as soon  thereafter as available in  the state where  the
Policy  is issued, the guarantee  for insureds rated other  than standard is for
the lesser of the guarantee  period for their Age  or five years. The  guarantee
period may be shorter in some states due to state limitations.
 
If,  on any Monthly Anniversary, the Minimum Premiums have not been paid, Fortis
Benefits will send the Policy owner a  notice of the minimum amount required  to
be  paid. The Guaranteed Death Benefit will terminate if at least this amount is
not paid  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  or under  any  supplemental term
insurance rider described in  "Appendix A." 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  same is true of  the addition or cancellation  of
any  benefits under any supplemental term insurance rider described in "Appendix
A." 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 generally is  the estimated monthly  premium payment which would
keep the Policy (or benefit  change) in force until  the insured reaches Age  65
(or  for 5 Policy years if longer)  based on (1) the insured's then-current Age,
sex, and smoking habits  and (2) reasonable assumptions  for interest, costs  of
insurance,  and other charges. For Policies issued after May 1, 1995, or as soon
thereafter as available  in the state  where the Policy  is issued, the  Monthly
Minimum  Premium for insureds rated  other than standard will  be reduced to one
that is sufficient  to keep the  Policy in  force for five  years. The  smallest
Monthly  Minimum  Premium for  a Policy  without  substandard risks  or optional
riders is $25. Monthly Minimum Premiums  are used to determine the  availability
of the Guaranteed Death Benefit, Face Amount decreases, partial withdrawals, and
Policy  Value  Advances.  Monthly Minimum  Premiums  are used  to  determine the
anticipated amount of  Policy Value  Advances and  the amount  of certain  sales
charges.  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.  For a discussion  of "Guideline Annual  Premium" see "Charges and
Deductions--Premium  Tax  and  Sales  Charges;  Other  Policy  Issuance  Expense
Charges."
 
Starting with the Monthly Anniversary when any Face Amount increase requested by
the  Policy owner 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.
 
                                       20
<PAGE>
   
Starting with the Monthly Anniversary when any Face Amount decrease requested by
the  Policy owner 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.
    
 
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  the  Policy  owner  following  the  change.  Except  as
otherwise  discussed below, the  monthly Minimum Premium for  the Face Amount or
any Face  Amount change  will include  an amount  necessary to  support  certain
substandard  rate class charges and any  optional insurance benefits pursuant to
Policy riders. Accordingly, in such cases  any increase or decrease in  optional
benefits  provided by  rider will  result in a  higher or  lower monthly Minimum
Premium. For  this purpose,  the amount  of additional  monthly Minimum  Premium
attributable  to an increase in  benefits will be based  on the most recent rate
class if the insured's  rate class has  worsened. On the  other hand, except  as
noted below, the monthly Minimum Premium will be reduced starting with the first
Monthly  Anniversary after Fortis  Benefits approves any new  rate class for the
insured which is more favorable than that on which the previous monthly  Minimum
Premium was based.
 
Notwithstanding  the  foregoing, the  monthly Minimum  Premiums for  purposes of
determining the  amount of  Policy  Value Advances  and  sales charges  and  the
availability  of withdrawals and Face Amount decreases do not include any amount
for substandard rate classes  or optional rider  benefits. Such monthly  Minimum
Premiums therefore will be unaffected by changes in rate class or riders.
 
ALLOCATION OF PREMIUMS AND POLICY VALUE
 
ALLOCATION  OF  PREMIUMS. In  the  application for  a  Policy, the  Policy owner
indicates 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 the Policy owner.) Allocation percentages must be in whole numbers.
The Policy owner 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 for the  Policy owner. 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 the Policy owner. (If the
Policy owner has not  established such an allocation,  the General Account  will
continue  to  be used.)  If  the insured  is in  a  substandard risk  class, the
reallocation will occur on the twentieth day after the Date of Receipt by Fortis
Benefits of  all  items  necessary under  its  administrative  and  underwriting
procedures to release the Policy to an active status in its processing system.
 
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  authorization
of  the Policy owner  to delay acceptance  of the premium  until permitted under
Section 7702 or Section 7702A 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 premiums has  occurred,
and  subject to the  limitations described below, the  Policy owner 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
 
                                       21
<PAGE>
loans).  However, if the  unloaned General Account  Policy Value at  the date of
transfer is less than $1,000, the Policy owner 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 Policy owners 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 (1) during  the first two Policy years, (2)  within
the  first two years after a Face Amount increase requested by the Policy owner,
or (3) within 60  days after the  Policy owner receives  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  issue, a  Face  Amount  increase, or  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: a Policy owner 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  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, less the portion of the  Surrender Charge that decreases to zero  after
11  years  regardless of  the  overall Surrender  Charge  cap. See  "Charges and
Deductions--Premium  Tax  and  Sales  Charges;  Other  Policy  Issuance  Expense
Charges."  Fortis  Benefits will  notify the  Policy owner  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. The Policy owner 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 premium  tax 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  premium tax  charge deducted  from premiums,  less the  first Monthly
Deduction paid in accordance
 
                                       22
<PAGE>
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 the Policy owner requests 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;  Other Policy
Issuance Expense Charges."
 
CHARGES AND DEDUCTIONS
 
PREMIUM TAX AND SALES CHARGES; OTHER POLICY ISSUANCE EXPENSE 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 the Policy  owner. Currently, a premium tax charge  in
the amount of 2.2% of all premium payments is assessed through monthly and daily
deductions  from Policy  Value, as described  below. Any portion  of such amount
that is  not recovered  by Fortis  Benefits pursuant  to the  monthly and  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 the monthly and daily deductions  from Policy Value. Any amount of  this
sales  charge that is not recovered by Fortis Benefits through these monthly and
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
monthly  and daily deductions. First, the  cumulative sales charge will increase
with each new premium payment, and the Policy owner has 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  the  Policy  owner
chooses,  the amount  and timing  of any  Policy Value  Advances and  Cash Value
Bonuses or loans and loan repayments, and the insured's Age, sex and rate class.
 
The aggregate monthly deduction  for premium tax and  sales charges total  $4.00
per  policy (as part of the Monthly  Deduction referred to below), and the daily
deduction for these purposes is  at an annual rate of  .27% of the value of  the
Policy's net assets in the Separate Account. These monthly and daily deductions,
however,  will be refunded 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
(which would occur  only if  Fortis Benefits decides  to exercise  its right  to
recover  such advances). Once the  amount of any Policy  Value Advances has been
fully recovered, the  monthly and  daily deductions  for premium  tax and  sales
charges  resume. The  Policy owner  is 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  the
monthly  or  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.
 
As  part  of the  Surrender Charge,  Fortis Benefits  also imposes  a Contingent
Deferred Sales Charge in  the amount of  22% of premiums paid  in the first  two
Policy  years  that are  not  in excess  of the  sum  of twelve  monthly Minimum
Premiums (calculated without regard to the  $25 limit and any charge for  riders
or substandard risks). This charge decreases at a constant rate on the fifth and
each subsequent Policy Anniversary until it is zero for surrenders and lapses as
of the eleventh Policy Anniversary and thereafter.
 
An  additional amount  of Contingent  Deferred Sales  Charge will  be payable on
certain total surrenders or Policy lapses  following an increase in Face  Amount
requested  by the Policy owner. The maximum additional Contingent Deferred Sales
Charge will  be 22%  of the  lesser of  (1) the  sum of  twelve monthly  Minimum
Premiums  (calculated without regard to the $25 limit and any charges for riders
or substandard
 
                                       23
<PAGE>
risks) for the Face Amount increase or (2) the amount of actual premium payments
deemed attributable to  the increase  which are made  not later  than two  years
after  the date of  the increase. Any such  additional Contingent Deferred Sales
Charge arising  from a  Face Amount  increase is  payable only  as part  of  the
Surrender  Charge, and will  decrease at a  constant rate on  the fifth and each
subsequent anniversary of the related Face Amount increase until it is zero  for
surrenders  and  lapses  as of  the  eleventh  anniversary of  the  increase and
thereafter.
 
For purposes of determining the amount of any Contingent Deferred Sales  Charge,
a pro-rata portion of premium payments made after an increase in Face Amount and
a  pro-rata  portion of  Policy  Value will  be  deemed actual  premium payments
attributable to the increase. The proportion  of such premiums and Policy  Value
deemed  attributable  to the  increase is  the  proportion which  the "Guideline
Annual Premium"  for the  increase bears  to the  sum of  the "Guideline  Annual
Premiums"  for  the  initial  Face  Amount  and  each  layer  of  increase. (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, any additional charges which are  applicable
because  of substandard mortality risks, and other expense charges at applicable
levels under  the Code.)  This method  of attributing  premiums to  Face  Amount
increases  may  be  changed  to conform  with  any  other  attribution procedure
permitted or  required  by  the  Securities and  Exchange  Commission  for  this
purpose.
 
A  decrease  in  Face Amount  may  result  in a  reduced  Surrender  Charge. See
"Surrender Charge," below.
 
Following any  change  in the  Surrender  Charge, a  Policy  schedule  amendment
setting forth the revised charge will be delivered to the Policy owner.
 
   
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 at various  rates. 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
charge 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.
    
 
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.
 
CHARGE  FOR OTHER  POLICY ISSUANCE EXPENSES.  This charge is  $5.00 per thousand
dollars of a Policy's initial Face Amount. This charge, however, is not deducted
from premium payments or from  Policy Value while the  Policy is in force.  This
allows  a larger amount of  premium payments to remain  at work earning a return
for the Policy owner.
 
This charge is  deducted as part  of the Surrender  Charge discussed below.  The
Surrender  Charge (1) is deducted only if the Policy lapses or is surrendered in
full before  the eleventh  Policy  Anniversary and  (2)  is subject  to  certain
maximums that decrease over time.
 
This  charge also  will be  imposed with  respect to  any requested  Face Amount
increase, the additional "per thousand" charge being based on the dollar  amount
of  the increase.  Any such  additional charge will  be subject  to maximums and
decrease over time to zero as set forth under "Surrender Charge" below.
 
   
This charge is designed primarily to compensate Fortis Benefits for underwriting
and other start-up expenses  incurred in connection with  issuing the Policy  or
Face Amount increase. Such expenses include the cost of processing applications,
conducting medical examinations, determining insurability and the insured's risk
class, and establishing Policy records (including computer set up costs).
    
 
                                       24
<PAGE>
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 requested by  the Policy owner). The Surrender Charge
is the sum of the following components:
 
    (1) Any  portion of  the current  premium tax  charge and  the sales  charge
        referred  to above that  has not yet been  collected through the monthly
        and daily deductions therefor;
 
    (2) The other Contingent Deferred Sales Charges described above; and
 
    (3) The charge for  other Policy (or  increase) issuance expenses  described
        above.
 
The entire 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 requested  by the  Policy
owner. 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 PERSON'S                  SURRENDER CHARGE
   AGE AT TIME OF                (PER THOUSAND DOLLARS
 POLICY ISSUANCE OR                OF FACE AMOUNT OR
FACE AMOUNT INCREASE             FACE AMOUNT INCREASE)
- --------------------          ----------------------------
 
<S>                           <C>
 25 - 30 years                            $ 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  a Policy  owner  requests 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.
 
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  the Policy  owner chooses,  the amount and  timing of  any Policy Value
Advances, Cash Value  Bonuses or loans  and loan repayments,  and the  insured's
Age,  sex, and rate class. Also, the Surrender Charge component for other Policy
issuance expenses  is not  based on  the amount  of premiums  paid, but  on  the
Policy's  Face Amount.  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, Policy owners  may 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." While it is not
Fortis  Benefits' current intention to do so, Fortis Benefits reserves the right
to recover the amount of such advances that are actually paid by Fortis Benefits
through the following deductions made after the payment of the advances: $4.00 a
month per Policy (as part of the Monthly Deduction) plus 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  monthly charges
described above  under "Premium  Tax and  Sales Charges;  Other Policy  Issuance
Expense  Charges" and "Deductions  to Recover Policy Advances,"  (2) the cost of
insurance   charge,    (3)   while    the    Guaranteed   Death    Benefit    is
 
                                       25
<PAGE>
in  effect, a monthly charge for  such guarantee (see "Guaranteed Death Benefit"
under "Payment  and  Allocation  of Premiums--Premiums"),  (4)  the  charge  for
optional  insurance benefits added by rider (see Appendix A--"Optional Insurance
Benefits"), and (5) 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  selected by  the Policy
owner. If no such 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. 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. Additional amounts may be charged  if the insured's rate class is
less favorable than standard.
 
If two Policies are otherwise identical, a Type A Policy will have a lower death
benefit, higher Policy Value, and lower cost of insurance charges than a Type  B
Policy.  Since the death benefit payable under Type A remains constant while the
death benefit payable under  Type B varies with  the Policy Value, Policy  Value
increases  will generally  reduce the Net  Amount at  Risk under Type  A but not
under Type B. If the Net Amount at  Risk is greater, the cost of insurance  will
be  greater.  If  the  Alternative  Death  Benefit  is  in  effect  (see "Policy
Benefits--Death Benefit Options"), the cost of insurance will vary directly with
the Policy Value under both death benefit options.
 
Cost of insurance rates are based on the Age, sex, and rate class of the insured
and the length  of time  ("duration") since  issuance of  the Policy  or a  Face
Amount  increase  requested by  the  Policy owner.  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 standard risk insureds will not exceed the rates provided by
certain  of the  1980 Commissioners Standard  Ordinary Mortality  Tables and the
insured's sex,  Age  and  smoking  status.  These  tables  set  forth  different
mortality  estimates for males and females  and for smokers and non-smokers. The
maximum cost of  insurance rates  for a  table-rated substandard  insured are  a
multiple  (shown on  the Policy  schedule page)  of the  above rates. Additional
level amounts per thousand dollars of  Face Amount are charged if a  substandard
insured is assigned a flat extra rating.
 
Any  change in the cost of insurance rates or charges will apply to all insureds
of the same Age, sex, duration and rate class.
 
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.
 
RATE  CLASS. Fortis Benefits currently places  insureds into one of several rate
classes depending on  the mortality risk.  Fortis Benefits has  both smoker  and
non-smoker  rate classes. For an otherwise  identical Policy, insureds in a non-
smoker rate class will  have a lower  cost of insurance than  those in a  smoker
rate class.
 
If  a Policy owner requests a Face Amount increase at a time when the insured is
in a  less favorable  rate class  than previously,  a higher  cost of  insurance
deduction  will apply to that portion of  the Net Amount at Risk attributable to
the   increase.   (This    does   not   apply    to   Face   Amount    increases
 
                                       26
<PAGE>
resulting  automatically from a change  from Death Benefit Type  B to Type A, as
described under "Policy Benefits--  Change in Death  Benefit Option.") When  the
Alternative  Death Benefit is in  effect, the Net Amount  at Risk can exceed the
Policy's Face Amount, in which case the rate used for such excess  approximately
equals  the blended rate for the other portion of the Net Amount at Risk. If the
insured's rate class improves, the lower cost of insurance deduction will  apply
to  the entire Net Amount  at Risk, commencing on  the Monthly Anniversary on or
after Fortis Benefits approves the new rate class.
 
A Policy  owner may  request a  change in  smoking status.  The change  will  be
allowed  only if  the insured would  not otherwise  be in a  less favorable rate
class. Any change from smoker to non-smoker  rate class will take effect on  the
next  Monthly Anniversary, and  the non-smoker rates for  the coverage under the
base policy will  be applicable for  the previous 12  months from the  effective
date  of  the change.  Such reduced  rates for  the previous  12 months  will be
implemented by a refund credited at the effective date of the change.
 
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 monthly and 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 rate of the charge to cover the costs of issuing a Policy or a Face
Amount  increase;  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. Certain charges for sales expenses may increase with the amount of
the  monthly Minimum Premium. Although the rates of these charges are guaranteed
not to change, Fortis Benefits reserves the right to change the monthly  Minimum
Premium  used for this purpose,  as well as for  other purposes. 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, to increase the amount of premium tax charges assessed  pursuant
to  monthly  and  daily deductions  and  to  deduct premium  taxes  from premium
payments, subject to guaranteed maximums.
 
                                       27
<PAGE>
VARIATIONS OF POLICY MINIMUMS, CHARGES AND CREDITS
 
Fortis Benefits may  reduce the Policy  Face Amount and  initial annual  premium
minimums,  sales  charges  and/or other  charges,  or may  increase  credits, on
Policies sold to members of a class of associated individuals, or to a  trustee,
employer  or other entity representing such a  class, or to individuals where it
is expected  that such  sales will  result in  savings of  sales,  underwriting,
and/or  administrative expenses  or more favorable  mortality experience. Fortis
Benefits determines both  the eligibility for  such reductions, as  well as  the
amount  of such reductions, by considering the following factors: (1) the number
of individuals; (2) the size of the Policy or Policies; (3) the total amount  of
premium  payments expected to  be received for  the Policy or  Policies; (4) the
nature of the association between the individuals, and the expected  persistency
of  the Policy or Policies; (5) the purpose for which the Policy or Policies are
purchased and  whether  that purpose  makes  it  likely that  expenses  will  be
reduced;  (6) the method  of sale and  whether that method  makes it likely that
expenses will be reduced; and (7) any other circumstances which Fortis  Benefits
believes  to  be relevant  in determining  whether reduced  sales, underwriting,
and/or administrative expenses, or more  favorable mortality experience, may  be
expected.  Fortis  Benefits' variations  of these  Policy minimums,  charges and
credits for these sales will not be unfairly discriminatory to the interests  of
other Policy owners.
 
LOAN PRIVILEGES
 
The  Policy owner may borrow money from  Fortis Benefits using the Policy as the
only security for the loan. Policy loans are not permitted under Policies issued
pursuant to Section 403(b).
 
   
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.
After the later of 12 years or the insured's Age 70, the Policy owner may borrow
up to 100% of such difference. In Texas, the Policy owner may also borrow up  to
100%  of the Policy Value in the General Account, less a pro-rata portion of the
Surrender Charge. Fortis Benefits will allocate a Policy loan among the  General
Account  and  the Subaccounts  of the  Separate Account  selected by  the Policy
owner. If no selection is made then the allocation will be on a Pro Rata Basis.
    
 
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 the 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 the Policy  owner meets certain requirements.
Qualifying Policy owners 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. A  Policy owner
qualifies for this reduced interest  rate if (1) the Policy  is in the third  or
subsequent Policy year and the Surrender Value is a least $50,000, 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 also  have a  permanent
effect on the death benefit, since a Type B benefit varies with the Policy Value
and  a Type A benefit  may have resulted in  an Alternative Death Benefit coming
into effect if no loans were made. A loan may also 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
 
                                       28
<PAGE>
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
the Policy owner specifies 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.  The Policy  owner 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; Other Policy  Issuance
Expense  Charges."  (This does  not apply  to a  Face Amount  increase occurring
automatically upon a change from a Type B to a Type A death benefit.)
 
Partial withdrawals of Surrender Value may  be made once each Policy year  after
the  first Policy year during the insured's lifetime. Partial withdrawals in the
first two Policy years will be allowed only if cumulative premiums paid to  date
are at least equal to the sum of 12 monthly Minimum Premiums (calculated without
regard  to any  charges for  riders or substandard  risks) for  the initial Face
Amount. A comparable restriction  applies in the first  two years following  any
Face  Amount increases requested by the  Policy owner. The amount withdrawn will
be deducted from the General Account and the Subaccounts of the Separate Account
as selected by the Policy owner. 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  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).
 
When  Death Benefit Type A is in  effect, 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 Death Benefit Type B is in effect, the amount withdrawn will not reduce the
Face Amount. However, the death benefit will be reduced by the amount withdrawn,
because  Policy Value is reduced by the amount withdrawn. Under either Type A or
Type B, 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 Policy owner will not be permitted  to make any partial withdrawal that  would
reduce the Face Amount of the Policy below a minimum Face Amount of $400,000. 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 the Policy owner  as to whether the request should  be
disregarded,  reduced to  a smaller amount  or changed  to a request  for a full
surrender.
    
 
Under Policies issued pursuant to Section 403(b), no distributions of  voluntary
salary reduction amounts will be permitted prior to one of the following events:
attainment  of 59 1/2 by the employee or the employee's separation from service,
death, disability, or hardship. (Hardship  distributions will be limited to  the
lesser of the amount of hardship or the amount
 
                                       29
<PAGE>
of   salary  reduction  contributions,  exclusive  of  earnings  thereon).  This
restriction does not  apply to  another investment  alternative permitted  under
Section  403(b)  retirement arrangement  or to  amounts attributable  to premium
payments received prior  to January 1,  1989. Also see  "Federal Tax Matters  --
Taxation  Under Section 403(b) Policies" for required distributions. Further, in
most cases,  spousal consent  is  required for  distributions  other than  by  a
qualified joint and survivor annuity or settlement option.
 
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 Policy  owner 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, a Policy owner 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,  accelerated  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,  accelerated  death  benefit,  loan,  partial  withdrawal,
surrender or any transfer of  Policy Value for any  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 the protection of Policy owners.
 
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.
 
                                       30
<PAGE>
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.
 
   
Commissions  and other  compensation are  paid by  Fortis Benefits  to Investors
under a distribution agreement entered  into by them as  of January 1, 1994  and
amended September 30, 1995. As compensation for distributing the Policies Fortis
Benefits  pays Investors 110.5% of  all premiums up to  the first twelve monthly
Minimum Premiums  (and  up to  the  amount  of twelve  months'  Minimum  Premium
attributable to Face Amount increases); and 4% of all other premiums paid during
the first six years after the Policy Date and 2% of such excess premiums paid in
Policy  years seven  through ten.  Fortis Benefits  also pays  Investors .25% of
unloaned Policy Value annually as a  service fee from the eleventh Policy  year.
Fortis  Benefits also  pays a  general marketing  allowance to  Fortis Investors
equal to 20%  of the first  twelve monthly  Minimum Premiums, not  to exceed  an
amount  agreed to in advance by Fortis Benefits and Fortis Investors ($1,812,000
in calendar year 1997 for all Variable Universal Life Policies issued by  Fortis
Benefits).  The Minimum Premiums for these  purposes are generally those used to
determine availability of the  Guaranteed Death Benefit,  decreased by any  term
conversion  credit. Investors  pays a selling  allowance not in  excess of those
amounts 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,
however, represent a charge or deduction  against Policies in addition to  those
set forth under "Charges and Deductions." Such compensation for the Policies and
for  all  other  variable  universal life  policies  issued  by  Fortis Benefits
totalled $35,640,601  for 1996.  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,  First Fortis  Life Insurance
Company's  Separate  Account  A  and   Variable  Account  C,  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 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
 
                                       31
<PAGE>
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  Policy  owners  may  direct  their
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 a Policy owner 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 the Policy owner 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.
 
TAX STATUS OF ADDITIONAL INSURED RIDER
 
The coverage under either the Additional Insured Rider or the Additional Insured
Rider Plus for  a non-family  member is not  a qualified  additional benefit  as
defined  in  Section 7702  of  the Code.  As  a result,  the  Monthly Deductions
attributable to such coverage may be deemed to be distributions from the  policy
for  tax  purposes.  However, the  benefit  payable  under the  rider  should be
excludible from  the gross  income of  the beneficiary.  Before purchasing  such
coverage  you  should consult  with a  qualified tax  adviser for  more complete
information.
 
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  or death benefit option, an accelerated  death
benefit  payment, 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, the Policy owner 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, a current or prospective Policy owner
is 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
 
                                       32
<PAGE>
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 the Policy  owner attains  age
59 1/2, is attributable to the Policy owner becoming disabled, or is a part of a
series of substantially equal periodic payments for the life of the Policy owner
or the joint lives of the Policy owner and Policy owner's 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 the owner 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 indebtedness of an owner.
 
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. Prior  to 1996 legislation, there
was an exception  to this  general rule  for Policies  with loans  of less  than
$50,000  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.  The 1996  legislation eliminates  the deductibility  of interest paid
even on loans  of $50,000  or under,  with respect  to both  new and  previously
issued policies, subject to certain transition rules.
    
 
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 the gross income of the Policy owner minus (ii) the aggregate amount
received under the Policy which was excluded from the gross income of the Policy
owner, except that the  amount of any  loan received under  the policy which  is
excluded from gross income shall be disregarded.
 
If  there is a non-family  member insured under the  Additional Insured Rider or
the Additional Insured Rider Plus, the Investment in the Policy may be deemed to
be reduced  by the  total  amount of  Monthly  Deductions attributable  to  that
insured.
 
MULTIPLE  CONTRACTS.  Under TAMRA,  all  modified endowment  contracts  that are
issued by Fortis Benefits or its affiliates,  to the same Policy owner 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, a  Policy owner should
consult a tax adviser before effecting an exchange of a Policy.
 
TAXATION UNDER SECTION 403(B) PLANS.
 
PURCHASE PAYMENTS. Under Section  403(b) of the Code,  payments made by  certain
employers  (i.e., tax-exempt  organizations meeting the  requirements of Section
501(c)(3) of the Code, or public educational institutions) to purchase  Policies
for  their employees are  excludible from the  gross income of  employees to the
extent that such aggregate purchase  payments do not exceed certain  limitations
prescribed  by the Code.  This is the  case whether the  purchase payments are a
result of voluntary salary reduction  amounts or employer contributions.  Salary
reduction payments are, however, subject to FICA (social security) taxes.
 
TAXATION  OF DISTRIBUTIONS. Distributions from a Section 403(b) Policy are taxed
as ordinary income to the  recipient. Taxable distributions received before  the
employee attains
 
                                       33
<PAGE>
age  59 1/2 generally  are subject to a  10% penalty tax  in addition to regular
income tax. Certain distributions are excepted from this penalty tax,  including
distributions  following  the  employee's  death,  disability,  separation  from
service after Age 55, separation from service at any Age if the distribution  is
in  the form of an annuity for the life (or life expectancy) of the employee (or
the employee  and Beneficiary)  and distributions  not in  excess of  deductible
medical  expenses. In addition,  no distributions of  voluntary salary reduction
amounts made  for years  after  December 31,  1988  (plus earnings  thereon  and
earnings  on Policy Values as  of December 31, 1988)  will be permitted prior to
one of the following  events: attainment of  Age 59 1/2 by  the employee or  the
employee's  separation from  service, death,  disability or  hardship. (Hardship
distributions will be limited to the lesser of the amount of the hardship or the
amount of salary reduction contributions, exclusive of earnings thereon.)
 
REQUIRED DISTRIBUTION.  At  retirement  or  on April  1  of  the  calendar  year
following the calendar year in which the employee attains age 70 1/2, the Policy
must  be surrendered or one  of the settlement options  (other than the interest
option) must  be  put  into  effect.  Otherwise,  the  Surrender  Value  becomes
reportable taxable income.
 
   
If  the  insured dies  after  the commencement  of  payments under  a settlement
option, other than an  interest option, any remaining  portion of such  interest
will  be distributed  at least  as rapidly as  under the  method of distribution
being used on the date of such death. If the insured dies before commencement of
payments under  a  settlement option,  or  after payments  commenced  under  the
interest  option,  the entire  interest in  the Policy  will be  distributed (1)
within five years after such death, or (2) as annuity payments which will  begin
within  one year  of such  death and  which will  be made  over the  life of the
designated beneficiary (who must be a natural person under this option) or  over
a  period not extending beyond the life expectancy of that beneficiary. However,
if the beneficiary is the insured's  surviving spouse, the surviving spouse  may
elect an option with payments extending more than five years after the insured's
death  (but not to exceed the beneficiary's life or life expectancy) at any time
until the later of (1)  the end of the calendar  year following the year of  the
insured's  death, or (2) the end of the calendar year in which the insured would
have attained 70 1/2.
    
 
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 a Policy is the insured, unless another owner has been named
in the application for the Policy. The owner is 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 the owner should  die
before the insured dies. Otherwise the owner's estate would become the owner. If
the Policy is part of a program under Section 403(b), it may be transferred only
in limited circumstances referred to in the Policy.
 
BENEFICIARY.  The beneficiary  is the  person or  persons to  whom the insurance
proceeds are payable upon the insured's  death. The owner 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, the owner (or the owner's  estate) will be the beneficiary. While
the insured  is  alive, the  owner  may  change any  beneficiary  or  contingent
beneficiary.
 
Under  certain retirement programs, however, spousal  consent may be required to
name or change a beneficiary, and the right to name a beneficiary other than the
spouse of the insured may be subject to applicable laws and regulations.
 
Fortis Benefits is not responsible for the validity of any change.
 
COLLATERAL ASSIGNMENT.  The owner  may assign  a Policy  as collateral.  If  the
Policy  is part of  a program under Section  403(b), it may  be assigned only in
limited circumstances referred to in the Policy. 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
 
                                       34
<PAGE>
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 the  owner 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 the Policy owner, Fortis  Benefits' liability with respect to such
increase or reinstatement  will be  limited to the  cost of  insurance and  "per
thousand"  charges  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 and
deductions for riders 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, any Face
Amount  increase, or any optional insurance benefit 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 optional  insurance benefit, 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 the  Policy owner 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 six months prior to the current maturity date.
    
 
If  this option is exercised  the Policy owner 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 or death benefit  option 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 as  of the  original
maturity  date: 1)  The Guaranteed  Death Benefit  lapses and  the Death Benefit
becomes the Alternative Death  Benefit (see "Death Benefit  Options--Alternative
Death  Benefit") 2) No further  Policy Value Advances or  Cash Value Bonuses are
credited 3)  All  supplemental  riders  except  the  Accelerated  Benefit  Rider
terminate and 4) Any Policy loan will be charged interest at an effective 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.
 
ADDITIONAL CREDITS FOR CERTAIN GROUPS. The credits described below will be  made
under  Policies owned by  Fortis, Inc., its subsidiaries,  any individual who at
the time  of  purchase is  an  officer,  director, employee,  retiree  or  sales
representative  of any such company, any Fortis Series director, any director of
any of the other mutual funds managed  by Fortis Advisers, Inc., or a spouse  or
child  under Age  21 of any  such person, or  a representative or  employee of a
broker-dealer that has a selling agreement with Fortis Investors, Inc. No credit
will be made for any  Policy for which sales  compensation is paid. The  minimum
initial  Face Amount and  minimum initial annual premium  for policies issued to
these categories of persons  is as follows,  respectively: $250,000 and  $5,000.
Additionally,  in  Fortis  Benefits'  discretion, certain  charges  may  also be
reduced or waived for these categories of persons.
 
Fortis Benefits will credit  40% of the sum  of twelve monthly Minimum  Premiums
(calculated  without  regard  to  the  $25  limit  and  any  optional  riders or
substandard risks) in the first  Policy year and 25% of  the sum of twelve  such
monthly  Minimum Premiums then  in effect in  the second Policy  year. The first
credit, after deduction of any premium tax that Fortis Benefits may determine in
the future  to impose  on premium  payments, will  be applied  as if  it were  a
premium  payment received on the date the  Policy is released by Fortis Benefits
to an active status in its processing system. The second credit will be  applied
similarly on the first Policy
 
                                       35
<PAGE>
Anniversary.  The premium returned upon exercise  of the Policy owner's right to
cancel a Policy will not include the amount of any credit.
 
Additionally, for a Face Amount increase, Fortis Benefits will credit 40% of the
sum of twelve  monthly Minimum Premiums  (calculated without regard  to the  $25
limit  and any optional  riders or substandard  risks) on the  effective date of
such Face Amount increase if  the Policy owner is at  that time a member of  the
above  described group. On  the first anniversary of  such Face Amount increase,
25% of the sum of such monthly Minimum Premiums attributable to the Face  Amount
increase  still in  effect will  be credited  to the  Policy. These  credits are
granted only if the Face Amount increase is at least $25,000 and the  annualized
planned  periodic premium  is equal to  twelve monthly Minimum  Premiums for the
entire Policy. The  credit is granted  only on  the portion of  the Face  Amount
increase that equals the excess of the current face amount over the largest face
amount that has ever been in force on the Policy.
 
If  a Policy is issued in exchange  for another policy issued by Fortis Benefits
or Time Insurance Company within the last 5 years and Fortis Benefits relies  on
the  evidence of insurability  previously provided, no credits  will be paid for
the transferred Face Amount. If such exchange is made after 5 years, the  credit
is  50% of the amount above for the transferred coverage. The full credit amount
will be paid on any increase in Face Amount above the transferred coverage.
 
The foregoing program is subject to termination at any time without notice.  All
variations  will reflect  differences in Fortis  Benefits' expected commissions,
sales or administrative  expenses or  mortality experience with  respect to  the
group  of persons  to whom  such variations apply.  All such  variations will be
pursuant to administrative rules and  procedures established by Fortis  Benefits
from   time  to  time  and   will  be  designed  to   be  fair,  reasonable  and
non-discriminatory with respect to each group of Policy owners.
 
PURCHASES BY LIFE INSURANCE POLICY HOLDERS. When issuing a Policy or  increasing
the  Face Amount for  an insured who  is already covered  by one of  its or Time
Insurance Company's life  insurance policies,  Fortis Benefits may  rely on  the
evidence  of  insurability  previously  provided,  rather  than  relying  on new
evidence, in which case,  the suicide and contestability  periods will run  from
the  original date of coverage.  This procedure applies only  to that portion of
the Policy's  Face Amount  which is  not in  excess of  the amount  of  existing
insurance  coverage,  and the  insurance will  terminate  when the  new coverage
becomes effective.
 
If the value of  an existing life  insurance policy which  was issued by  Fortis
Benefits  Insurance Company is transferred to a Policy, then neither the premium
tax charge of 2.2%  nor the sales  charge of 7.5% will  be assessed against  the
amount transferred.
 
Also,  for its or Time Insurance Company's term insurance policy holders, if the
term policy has  been outstanding for  at least one  year, Fortis Benefits  will
give  the Policy owner a "conversion credit" in  the amount of the lesser of the
prior twelve  months' premiums  on the  term  policy or  25% of  twelve  monthly
Minimum  Premiums  for  the amount  of  Policy  Face Amount  established  by the
conversion, without  regard to  any  optional benefits  provided by  rider.  The
conversion credit will be applied as if it were a premium payment received by us
on the date the Policy is released by Fortis Benefits to an active status in its
processing  system (or, in the case of an existing Policy, on the effective date
of the Face Amount  increase). No premium tax  charges will be assessed  against
the conversion credit. The Policy's Surrender Value and Policy loan value during
the  first  year following  the  conversion do  not  include the  amount  of the
conversion credit,  nor does  the amount  paid upon  an exercise  of the  Policy
owner's right to cancel a Policy or Face Amount increase.
 
   
Fortis  Benefits will also not require new evidence of insurance, and will grant
a "conversion credit" as described above, when term policies issued by Old  Line
Life Insurance Company are converted to a Policy issued by Fortis Benefits under
the  following conditions: a)  the term policy  has been in  force for less than
three years b) the insured is age 55 or younger at the time of conversion and c)
the term policy  was sold by  a registered representative  of Fortis  Investors,
Inc.
    
 
The foregoing procedures are subject to Fortis Benefits' administrative rules as
in effect from time to time and may be terminated at any time.
 
                                       36
<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>
<S>                               <C>
OFFICER-DIRECTORS
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.
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
Peggy Ettestad (1)                Senior  Vice President--Operations; before then Vice President,
                                  General Electric Company.
Rhonda J. Schwartz (1)            Senior Vice President and General Counsel--Life and  Investment
                                  Products;  before then Secretary and General Counsel of Fortis,
                                  Inc.; before then Norris, McLaughlin, Marcus--attorneys.
Michael John Peninger (4)         Senior Vice President and Chief Financial Officer
Jon H. Nicholson (1)              Senior 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,  501  West   Michigan,  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 Fortis AMEV N.V. 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, Archimedeslaan 10, 3584 BA Utrecht, The Netherlands.
 
(4) Address: 2323 Grand Avenue, Kansas City, MO 64108.
 
(5) Address: 501 West Michigan, 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
 
                                       37
<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.
 
The Policy owners 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 Policy owner  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 Policy owners.
 
REPORTS
 
Policy owners will receive promptly statements of significant transactions  such
as  changes in  Face Amount,  changes in  death benefit  option, 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 the Policy owner. 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
the Policy owner  authorizing monthly  withdrawals of premiums  from the  Policy
owner's  checking  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,  an  owner  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, Associate  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.
 
                                       38
<PAGE>
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
Lipper Analytical Services, Inc.           small company growth
Variable Annuity Research & Data
 Service                                          growth
 INTERNATIONAL STOCK SUBACCOUNT
Morningstar Publications, Inc.             international stock
Lipper Analytical Services, Inc.           international equity
Variable Annuity Research & Data
 Service                                  all other equity funds
 GLOBAL GROWTH SUBACCOUNT
Morningstar Publications, Inc.             international stock
Lipper Analytical Services, Inc.                  global
Variable Annuity Research & Data
 Service                                  all other equity funds
 GROWTH STOCK SUBACCOUNT
Morningstar Publications, Inc.                    growth
Lipper Analytical Services, Inc.           capital appreciation
Variable Annuity Research & Data
 Service                                          growth
 BLUE CHIP STOCK SUBACCOUNT
Morningstar Publications, Inc.                    growth
Lipper Analytical Services, Inc.           capital appreciation
Variable Annuity Research & Data
 Service                                          growth
 S&P 500 INDEX SUBACCOUNT
Morningstar Publications, Inc               growth and income
Lipper Analytical Services, Inc.            growth and income
Variable Annuity Research & Data
 Service                                    growth and income
 GLOBAL ASSET ALLOCATION SUBACCOUNT
Morningstar Publications, Inc.                   balanced
Lipper Analytical Services, Inc.             global flexible
Variable Annuity Research & Data
 Service                                balanced/asset allocation
 VALUE SUBACCOUNT
Morningstar Publications, Inc.                    growth
Lipper Analytical Services, Inc.           captial appreciation
Variable Annuity Research & Data
 Service                                  all other equity funds
 
<CAPTION>
            RATING SERVICE                       CATEGORY
- --------------------------------------  --------------------------
<S>                                     <C>
 GROWTH AND INCOME SUBACCOUNT
Morningstar Publications, Inc.              growth and income
Lipper Analytical Services, Inc.            growth and income
Variable Annuity Research & Data
 Service                                    growth and income
 ASSET ALLOCATION SUBACCOUNT
Morningstar Publications, Inc.                   balanced
Lipper Analytical Services, Inc.           flexible portfolios
Variable Annuity Research & Data
 Service                                balanced/asset allocation
 HIGH YIELD SUBACCOUNT
Morningstar Publications, Inc.                  high yield
Lipper Analytical Services, Inc.            high current yield
Variable Annuity Research & Data         all other general fixed
 Service                                       income funds
 GLOBAL BOND SUBACCOUNT
Morningstar Publications, Inc.              international bond
Lipper Analytical Services, Inc.               world income
Variable Annuity Research & Data         all other general fixed
 Service                                       income funds
 DIVERSIFIED INCOME SUBACCOUNT
Morningstar Publications, Inc.                corporate bond
Lipper Analytical Services, Inc.               general bond
Variable Annuity Research & Data           corporate bond high
 Service                                          quality
 U.S. GOVERNMENT SUBACCOUNT
Morningstar Publications, Inc.             U.S. government bond
Lipper Analytical Services, Inc.             U.S. government
Variable Annuity Research & Data         all other general fixed
 Service                                       income funds
 MONEY MARKET SUBACCOUNT
Morningstar Publications, Inc.                 money market
Lipper Analytical Services, Inc.               money market
Variable Annuity Research & Data
 Service                                       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  Note 10  to Fortis
Benefits' financial statements.
    
 
                                       39
<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, an indirect wholly-owned subsidiary of Fortis AMEV and Fortis AG, as of
December 31, 1996  and 1995, and  the related statements  of income, changes  in
shareholder's  equity and cash flows  for each of the  three years in the period
ended December 31, 1996.  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, 1996 and 1995, and the results of its operations and its
cash flows for each  of three years  in the period ended  December 31, 1996,  in
conformity with generally accepted accounting principles.
    
 
   
/s/ Ernst & Young LLP
    
   
Minneapolis, MN
February 12, 1997
    
 
                                       40
<PAGE>
   
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    
 
   
<TABLE>
<CAPTION>
                                                                               DECEMBER 31
                                                                           --------------------
                                                                             1996       1995
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
ASSETS
Investments (NOTE 3):
  Fixed maturities, at fair value (amortized cost 1996--$2,078,438;
   1995--$1,951,204).....................................................  $2,115,499 $2,075,624
  Equity securities, at fair value (cost 1996--$84,144; 1995--$60,935)...    106,290     78,852
  Mortgage loans on real estate, less allowance for possible losses
   (1996--$9,697; 1995-- $8,353).........................................    582,869    562,697
  Policy loans...........................................................     60,722     53,863
  Short-term investments.................................................    182,817    153,499
  Real estate and other investments......................................     29,628     11,918
                                                                           ---------  ---------
                                                                           3,077,825  2,936,453
 
Cash.....................................................................     20,474          1
 
Receivables:
  Uncollected premiums...................................................     71,386     55,992
  Reinsurance recoverable on unpaid and paid losses......................     12,939     11,812
  Due from affiliates....................................................         --        388
  Other..................................................................      9,045     14,581
                                                                           ---------  ---------
                                                                              93,370     82,773
Accrued investment income................................................     39,519     41,209
Deferred policy acquisition costs (NOTE 4)...............................    268,075    237,509
Property and equipment at cost, less accumulated depreciation (NOTE 5)...     52,882     60,031
Deferred federal income taxes (NOTE 7)...................................     17,008         --
Other assets.............................................................      8,005      3,551
Assets held in separate accounts (NOTE 8)................................  2,374,718  1,781,485
                                                                           ---------  ---------
TOTAL ASSETS.............................................................  $5,951,876 $5,143,012
                                                                           ---------  ---------
                                                                           ---------  ---------
</TABLE>
    
 
   
                            See accompanying notes.
    
 
                                       41
<PAGE>
   
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    
 
   
<TABLE>
<CAPTION>
                                                                               DECEMBER 31
                                                                           --------------------
                                                                             1996       1995
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance...........................................  $ 434,378  $ 407,706
    Interest sensitive and investment products...........................  1,175,480  1,101,931
    Accident and health..................................................    834,119    832,925
                                                                           ---------  ---------
                                                                           2,443,977  2,342,562
 
  Unearned revenues......................................................     12,622     13,044
  Other policy claims and benefits payable...............................    191,940    196,403
  Policyholder dividends payable.........................................      8,783      7,930
                                                                           ---------  ---------
                                                                           2,657,322  2,559,939
 
  Accrued expenses.......................................................     42,223     68,441
  Current income taxes payable...........................................     17,424      5,375
  Deferred federal income taxes (NOTE 7).................................         --      9,538
  Other liabilities......................................................    104,834     31,145
  Due to affiliates......................................................      4,926         --
  Liabilities related to separate accounts (NOTE 8)......................  2,344,474  1,757,476
                                                                           ---------  ---------
TOTAL POLICY RESERVES AND LIABILITIES....................................  5,171,203  4,431,914
 
SHAREHOLDER'S EQUITY (NOTES 1, 9 AND 11):
  Common Stock, $5 par value:
  Authorized, issued and outstanding shares--1,000,000...................      5,000      5,000
  Additional paid-in capital.............................................    468,000    408,000
  Retained earnings......................................................    265,613    207,421
  Unrealized gains on investments, net (NOTE 3)..........................     36,290     88,131
  Unrealized gains on assets held in separate accounts, net (NOTE 3).....      5,770      2,546
                                                                           ---------  ---------
TOTAL SHAREHOLDER'S EQUITY...............................................    780,673    711,098
                                                                           ---------  ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY..............  $5,951,876 $5,143,012
                                                                           ---------  ---------
                                                                           ---------  ---------
</TABLE>
    
 
   
                            See accompanying notes.
    
 
                                       42
<PAGE>
   
FORTIS BENEFITS INSURANCE COMPANY
    
   
STATEMENTS OF INCOME
    
   
(IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                               ---------------------------------
                                                                  1996        1995       1994
                                                               ----------  ----------  ---------
<S>                                                            <C>         <C>         <C>
REVENUES
  Insurance operations:
    Traditional life insurance premiums......................  $  258,496  $  251,353  $ 207,824
    Interest sensitive and investment product policy
     charges.................................................      63,336      46,076     37,823
    Accident and health premiums.............................     974,046     934,900    776,799
                                                               ----------  ----------  ---------
                                                                1,295,878   1,232,329  1,022,446
 
  Net investment income (NOTE 3).............................     206,023     203,537    162,514
  Net realized gains (losses) on investments (NOTE 3)........      25,731      55,080    (28,815)
  Other income...............................................      31,725      33,085     35,958
                                                               ----------  ----------  ---------
      TOTAL REVENUES.........................................   1,559,357   1,524,031  1,192,103
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance...............................     220,227     202,911    162,168
    Interest sensitive and investment products...............      90,358      73,676     55,026
    Accident and health claims...............................     778,439     769,588    620,367
                                                               ----------  ----------  ---------
                                                                1,089,024   1,046,175    837,561
 
  Policyholder dividends.....................................       4,169       4,305      1,986
  Amortization of deferred policy acquisition costs (NOTE
   4)........................................................      39,325      41,291     34,566
  Insurance commissions......................................      94,723      95,559     86,111
  General and administrative expenses........................     242,825     254,940    197,427
                                                               ----------  ----------  ---------
      TOTAL BENEFITS AND EXPENSES............................   1,470,066   1,442,270  1,157,651
                                                               ----------  ----------  ---------
  Income before federal income taxes and cumulative effect of
   accounting changes........................................      89,291      81,761     34,452
  Federal income taxes (NOTE 7)..............................      31,099      27,891     11,595
                                                               ----------  ----------  ---------
  NET INCOME.................................................  $   58,192  $   53,870  $  22,857
                                                               ----------  ----------  ---------
                                                               ----------  ----------  ---------
</TABLE>
    
 
   
                            See accompanying notes.
    
 
                                       43
<PAGE>
   
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                      UNREALIZED       UNREALIZED
                                                                         GAINS       GAINS ON ASSETS
                                          ADDITIONAL                  (LOSSES) ON        HELD IN
                               COMMON       PAID-IN     RETAINED     INVESTMENTS,       SEPARATE
                                STOCK       CAPITAL     EARNINGS          NET         ACCOUNTS, NET     TOTAL
                             -----------  -----------  -----------  ---------------  ---------------  ---------
<S>                          <C>          <C>          <C>          <C>              <C>              <C>
Balance, January 1, 1994      $   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..............          --           --           --             --             (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..............          --           --           --             --            1,992         1,992
                             -----------  -----------  -----------       -------           ------     ---------
Balance, December 31,
 1995......................       5,000      408,000      207,421         88,131            2,546       711,098
Net income.................          --           --       58,192             --               --        58,192
Additional paid-in
 capital...................          --       60,000           --             --               --        60,000
Change in unrealized gains
 on investments, net.......          --           --           --        (51,841)              --       (51,841)
Change in unrealized gain
 on assets held in separate
 account, net..............          --           --           --             --            3,224         3,224
                             -----------  -----------  -----------       -------           ------     ---------
Balance, December 31,
 1996......................   $   5,000    $ 468,000    $ 265,613      $  36,290        $   5,770     $ 780,673
                             -----------  -----------  -----------       -------           ------     ---------
                             -----------  -----------  -----------       -------           ------     ---------
</TABLE>
    
 
   
                            See accompanying notes.
    
 
                                       44
<PAGE>
   
STATEMENTS OF CASH FLOWS
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
   
(IN THOUSANDS)
    
 
   
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31
                                                            -------------------------------------
                                                                1996         1995        1994
                                                            ------------  ----------  -----------
<S>                                                         <C>           <C>         <C>
OPERATING ACTIVITIES
  Net income..............................................  $     58,192  $   53,870  $    22,857
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Increase in future policy benefit reserves for
     traditional, interest sensitive and accident and
     health policies......................................        26,193      80,478       79,014
    Increase in other policy claims and benefits and
     policyholder dividends payable.......................        18,638      27,676       10,075
    Provision for deferred federal income taxes...........        (1,094)    (13,584)      (2,356)
    Increase in income taxes payable......................        12,049       1,023        3,283
    Amortization of deferred policy acquisition costs.....        39,325      41,291       34,566
    Policy acquisition costs deferred.....................       (66,515)    (56,391)     (54,349)
    Provision for mortgage loan losses....................         1,344         924        1,105
    Provision for depreciation............................        17,312      15,654       12,267
    Amortization of investment premiums (discount) net....         1,821        (239)        (914)
    Change in receivables, accrued investment income,
     unearned premiums, accrued expenses and other
     liabilities..........................................        38,614       3,427      (36,650)
    Net realized (gains) losses on investments............       (25,731)    (55,080)      28,815
    Other.................................................          (261)     (2,431)        (135)
                                                            ------------  ----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES.........       119,887      96,618       97,578
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments.................    (2,778,352) (2,151,133)  (1,943,697)
  Sales or maturities of fixed maturity investments.......     2,652,887   2,000,068    1,798,184
  Increase in short-term investments......................       (29,318)    (35,908)     (44,266)
  Purchases of other investments..........................      (210,182)   (240,264)    (211,836)
  Sales of other investments..............................       163,569     112,598      104,399
  Purchases of property and equipment.....................       (10,992)    (19,975)     (16,164)
  Purchase of group insurance business....................            --          --       (6,644)
  Other...................................................            --       1,229          500
                                                            ------------  ----------  -----------
        NET CASH USED IN INVESTING ACTIVITIES.............      (212,388)   (333,385)    (319,524)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received...............................       128,446     187,484      200,499
    Surrenders and death benefits.........................      (125,274)    (60,522)     (19,207)
    Interest credited to policyholders....................        49,802      48,918       31,867
  Additional paid-in capital from shareholder.............        60,000      50,000       13,000
                                                            ------------  ----------  -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES.........       112,974     225,880      226,159
                                                            ------------  ----------  -----------
  Increase (decrease) in cash.............................        20,473     (10,887)       4,213
        CASH AT BEGINNING OF YEAR.........................             1      10,888        6,675
                                                            ------------  ----------  -----------
        CASH AT END OF YEAR...............................  $     20,474  $        1  $    10,888
                                                            ------------  ----------  -----------
                                                            ------------  ----------  -----------
</TABLE>
    
 
   
                            See accompanying notes.
    
 
                                       45
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
DECEMBER 31, 1996
    
 
   
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
   
NATURE OF OPERATIONS
    
 
   
Fortis  Benefits  Insurance Company  (the Company)  is an  indirect wholly-owned
subsidiary of  Fortis  AMEV  and  Fortis AG.  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.
    
 
   
RECOGNITION OF REVENUES AND POLICY RESERVES AND LIABILITIES
    
 
   
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 traditional life insurance are recognized as revenues when due
    over the  premium-paying period.  Reserves for  future policy  benefits  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 interest sensitive 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.
    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 6.2% to 7% and 4% to 7.8% in 1996 and 1995, respectively.
    
 
   
    Premiums for accident and health insurance products, including medical, long
    and short-term disability  and dental insurance  products are recognized  as
    revenues ratably over the contract period in proportion to the risk insured.
    Reserves  for future disability benefits are based on the 1964 Commissioners
    Disability Table at 6% interest.  Calculated reserves are modified based  on
    the  Company's actual experience.  Other policy claims  and benefits payable
    for reported  and  incurred  but  not reported  claims  and  related  claims
    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 income currently.
    
 
   
DEFERRED POLICY ACQUISITION COSTS
    
 
   
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  and
amortized.  For traditional  life insurance  products, such  costs are amortized
over the premium paying period. For interest sensitive and investment  products,
such  costs  are amortized  in relation  to expected  future gross  profits. For
accident and health and group life insurance products, these costs represent the
present value at the acquisition of these lines in the October 1, 1991  purchase
(see  Note 2) of future profits which are amortized against the expected premium
revenues of the lines acquired.  These amortization periods require  significant
management  judgment and are reviewed continually. As excess amounts of deferred
costs over future premiums or gross profits are identified, such excess  amounts
are expensed.
    
 
   
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.
    
 
   
All  fixed maturity investments are classified as available-for-sale and carried
at fair value.  That determination is  made at  the time of  each purchase  and,
prospectively, is reevaluated as of each balance sheet date.
    
 
                                       46
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
    
   
Changes  in fair values of available-for-sale securities, after related deferred
income taxes and after adjustment for the changes in pattern of amortization  of
deferred  policy acquisition costs and participating policyholder dividends, are
reported directly  in  shareholder's  equity as  unrealized  gains  (losses)  on
investments  and, accordingly, have no effect on  net income. The offsets to the
unrealized appreciation or depreciation represent adjustments of deferred policy
acquisition cost amortization and policyholder dividends payable that would have
been required as a charge or credit  to income 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 balance, 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
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 with 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.
    
 
   
RECLASSIFICATIONS
    
 
   
Certain amounts in the 1995 and 1994 financial statements have been reclassified
to conform to the 1996 presentation.
    
 
   
2.  ACQUIRED BUSINESS
    
   
    In  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,
    
 
                                       47
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
2.  ACQUIRED BUSINESS (CONTINUED)
    
   
accident  and  health,  disability and  dental  insurance business  of  MBL. The
acquisition was accounted for as a purchase. The original purchase price of  the
acquisition was $318,000,000. Subsequent additional payments of $20,850,000 were
made  ending in 1994. These additional payments,  as well as $126,515,000 of the
original purchase price  represent the present  value of future  profits on  the
lines  of business acquired at  the date of acquisition  and have been accounted
for as deferred policy acquisition costs (see Note 4).
    
 
   
3.  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     FAIR
                                     COST        GAIN         LOSS        VALUE
                                   ---------  -----------  -----------  ---------
<S>                                <C>        <C>          <C>          <C>
December 31, 1996:
  Fixed income securities:
  Governments....................  $ 321,574   $   3,418    $   1,323   $ 323,669
  Public utilities...............     92,116       2,758          403      94,471
  Industrial and miscellaneous...  1,656,420      38,413        6,527   1,688,306
  Other..........................      8,328         750           25       9,053
                                   ---------  -----------  -----------  ---------
  Total fixed income
   securities....................  2,078,438      45,339        8,278   2,115,499
  Equity securities..............     84,144      23,340        1,194     106,290
                                   ---------  -----------  -----------  ---------
    Total........................  $2,162,582  $  68,679    $   9,472   $2,221,789
                                   ---------  -----------  -----------  ---------
                                   ---------  -----------  -----------  ---------
December 31, 1995:
Fixed income securities:
  Governments....................  $ 453,406   $  36,938    $     142   $ 490,202
  Public utilities...............     55,793       4,617           --      60,410
  Industrial and miscellaneous...  1,420,374      82,705        1,282   1,501,797
  Other..........................     21,631       1,586            2      23,215
                                   ---------  -----------  -----------  ---------
  Total fixed income
   securities....................  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
                                   ---------  -----------  -----------  ---------
                                   ---------  -----------  -----------  ---------
</TABLE>
    
 
   
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1996, 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    FAIR
                                                            COST       VALUE
                                                          ---------  ---------
<S>                                                       <C>        <C>
Due in one year or less.................................  $  57,745  $  57,849
Due after one year through five years...................    576,951    588,257
Due after five years through ten years..................    666,892    675,262
Due after ten years.....................................    776,850    794,131
                                                          ---------  ---------
Total...................................................  $2,078,438 $2,115,499
                                                          ---------  ---------
                                                          ---------  ---------
</TABLE>
    
 
                                       48
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
3.  INVESTMENTS (CONTINUED)
    
   
MORTGAGE LOANS
    
 
   
The  Company  has  issued  commercial  mortgage  loans  on  properties   located
throughout  the  United States.  Approximately 36%  of outstanding  principal is
concentrated in the  states of California,  Texas and New  York at December  31,
1996  as compared to concentrated interests  in California, Florida and New York
of 35% at December 31, 1995. Loan commitments outstanding totaled $6,141,000  at
December 31, 1996.
    
 
   
In  May 1993, FASB issued Statement 114, ACCOUNTING FOR CREDITORS FOR IMPAIRMENT
OF A LOAN, which became 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  carried at  $2,537,000  and  $2,385,000  at
December  31, 1996 and 1995, respectively,  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  for
the year ended December 31 were as follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                        1996       1995       1994
                                                      ---------  ---------  ---------
<S>                                                   <C>        <C>        <C>
Change in unrealized gains before adjustments.......  $ (83,065) $ 214,452  $(155,923)
Adjustments:
Decrease (increase) in amortization of deferred
 policy acquisition costs...........................      3,376     (9,789)     9,288
Participating policyholders' share of earnings......         --         --      2,684
Deferred income taxes...............................     31,072    (71,632)    50,383
                                                      ---------  ---------  ---------
Change in net unrealized gains (losses).............    (48,617)   133,031    (93,568)
Net unrealized gains (losses), beginning of year....     90,677    (42,354)    51,214
                                                      ---------  ---------  ---------
Net unrealized gains (losses), end of year..........  $  42,060  $  90,677  $ (42,354)
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
</TABLE>
    
 
                                       49
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
3.  INVESTMENTS (CONTINUED)
    
   
NET INVESTMENT INCOME AND NET 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>
                                                         1996       1995       1994
                                                       ---------  ---------  ---------
<S>                                                    <C>        <C>        <C>
NET INVESTMENT INCOME
Fixed maturities.....................................  $ 141,973  $ 139,062  $ 119,668
Equity securities....................................      6,682      2,026      1,937
Mortgage loans on real estate........................     52,949     49,227     36,816
Policy loans.........................................      3,195      2,797      2,731
Short-term investments...............................      5,175     11,863      4,671
Real estate and other investments....................      5,358      4,750      2,138
                                                       ---------  ---------  ---------
                                                         215,332    209,725    167,961
Expenses.............................................     (9,309)    (6,188)    (5,447)
                                                       ---------  ---------  ---------
                                                       $ 206,023  $ 203,537  $ 162,514
                                                       ---------  ---------  ---------
                                                       ---------  ---------  ---------
NET REALIZED GAINS (LOSSES) ON INVESTMENTS
Fixed maturities.....................................  $   3,334  $  50,393  $ (27,854)
Equity securities....................................     18,281      2,830      1,352
Mortgage loans on real estate........................       (144)      (242)    (2,992)
Policy loans.........................................         --         --         --
Short-term investments...............................         57         (3)       (60)
Real estate and other investments....................      4,203      2,102        739
                                                       ---------  ---------  ---------
                                                       $  25,731  $  55,080  $ (28,815)
                                                       ---------  ---------  ---------
                                                       ---------  ---------  ---------
</TABLE>
    
 
   
Proceeds from  sales of  investments in  fixed maturities  were  $2,652,887,000,
$2,000,068,000  and $1,798,185,000 in  1996, 1995 and  1994, respectively. Gross
gains  of  $28,606,000,  $61,070,000  and   $16,618,000  and  gross  losses   of
$25,272,000,  $10,677,000 and  $44,472,000 were realized  on the  sales in 1996,
1995 and 1994, respectively.
    
 
   
4.    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
                                      LIFE         PRODUCTS      AND HEALTH     TOTAL
                                   -----------  ---------------  -----------  ---------
<S>                                <C>          <C>              <C>          <C>
Balance January 1, 1995..........   $  49,910      $ 141,309      $  40,979   $ 232,198
Acquisition costs deferred.......          --         56,391             --      56,391
Acquisition costs amortized......     (11,378)       (17,071)       (12,842)    (41,291)
Additional amortization of
 deferred acquisition costs from
 unrealized gains on
 available-for-sale securities             --         (9,789)            --      (9,789)
                                   -----------  ---------------  -----------  ---------
Balance December 31, 1995........      38,532        170,840         28,137     237,509
Acquisition costs deferred.......          --         66,515             --      66,515
Acquisition costs amortized......      (5,375)       (19,695)       (14,255)    (39,325)
Reduced amortization of deferred
 acquisition costs from
 unrealized gains on
 available-for-sale securities...          --          3,376             --       3,376
                                   -----------  ---------------  -----------  ---------
Balance December 31, 1996........   $  33,157      $ 221,036      $  13,882   $ 268,075
                                   -----------  ---------------  -----------  ---------
                                   -----------  ---------------  -----------  ---------
</TABLE>
    
 
                                       50
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
4.    DEFERRED POLICY ACQUISITION COSTS (CONTINUED)
    
   
Included  within total deferred policy acquisition costs at December 31, 1996 is
$27,914,000 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   two  years   is   as  follows:   1997--$17,478,000;  and
1998--$10,436,000.
    
 
   
During 1996,  1995  and  1994,  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  $1,894,000,   $4,825,000   and   $(935,000),
respectively. In addition, the Company recorded (reduced) policyholder dividends
payable of $1,095,000 in 1995 and $(761,000) in 1994.
    
 
   
5.  PROPERTY AND EQUIPMENT
    
   
    A summary of property and equipment at December 31 for each year follows (in
thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                  1996       1995
                                                                ---------  ---------
<S>                                                             <C>        <C>
Land..........................................................  $   1,900  $   1,900
Building and improvements.....................................     25,133     23,319
Furniture and equipment.......................................     95,370     85,592
                                                                ---------  ---------
                                                                  122,403    110,811
Less accumulated depreciation.................................    (69,521)   (50,780)
Net property and equipment....................................  $  52,882  $  60,031
                                                                ---------  ---------
                                                                ---------  ---------
</TABLE>
    
 
   
6.  ACCIDENT AND HEALTH RESERVES
    
   
    Activity  for the liability for unpaid accident and health claims and claims
adjustment expenses is summarized as follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31
                                                       -------------------------------
                                                         1996       1995       1994
                                                       ---------  ---------  ---------
<S>                                                    <C>        <C>        <C>
Balance as of January 1, net of reinsurance
 recoverables........................................  $ 928,832  $ 838,810  $ 806,538
Add: Incurred losses related to:
  Current year.......................................    865,907    827,261    656,052
  Prior years........................................    (64,094)   (28,520)   (58,218)
                                                       ---------  ---------  ---------
    Total incurred losses............................    801,813    798,741    597,834
Deduct: Paid losses related to:
  Current year.......................................    549,144    492,460    377,595
  Prior years........................................    233,790    216,259    187,967
                                                       ---------  ---------  ---------
    Total paid losses................................    782,934    708,719    565,562
                                                       ---------  ---------  ---------
Balance as of December 31, net of reinsurance
 recoverables........................................  $ 947,711  $ 928,832  $ 838,810
                                                       ---------  ---------  ---------
                                                       ---------  ---------  ---------
</TABLE>
    
 
   
The table above compares  to the amounts  reported on the  balance sheet in  the
following  respects: (1) the  table above is presented  net of ceded reinsurance
and the accident and health reserves reported on the balance sheet are gross  of
ceded  reinsurance;  (2)  the  table above  includes  claims  adjustment expense
liabilities that are included in accrued expenses on the balance sheet; and  (3)
the table above includes accident and health benefits payable which are included
with other policy claims and benefits payable reported on the balance sheet.
    
 
   
In  each of the years presented above, the accident and health insurance line of
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.
    
 
                                       51
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
7.  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.
    
 
   
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.
    
 
   
The  significant components of the Company's deferred tax liabilities and assets
as of December 31, 1996 and 1995 are as follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                  1996       1995
                                                                ---------  ---------
<S>                                                             <C>        <C>
Deferred tax assets:
  Reserves....................................................  $  51,271  $  54,346
  Separate account assets/liabilities.........................     40,989     34,386
  Unrealized losses...........................................      2,648         --
  Accrued liabilities.........................................      8,439     13,781
  Claims and benefits payable.................................      7,764      2,626
  Other.......................................................      1,549        123
                                                                ---------  ---------
    Total deferred tax assets.................................    112,660    105,262
 
Deferred tax liabilities:
  Other.......................................................      2,348         --
  Unrealized gains............................................     20,402     48,826
  Deferred policy acquisition costs...........................     67,850     60,930
  Investments.................................................      1,942         --
  Fixed assets................................................      3,110      5,044
                                                                ---------  ---------
    Total deferred tax liabilities............................     95,652    114,800
                                                                ---------  ---------
    Net deferred tax asset (liability)........................  $  17,008  $  (9,538)
                                                                ---------  ---------
                                                                ---------  ---------
</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 (credit)  for the year ended  December 31 is shown  as
follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                           1996       1995       1994
                                                         ---------  ---------  ---------
<S>                                                      <C>        <C>        <C>
Current................................................  $  32,193  $  39,660  $  15,046
Deferred...............................................     (1,094)   (11,769)    (3,451)
                                                         ---------  ---------  ---------
                                                         $  31,099  $  27,891  $  11,595
                                                         ---------  ---------  ---------
                                                         ---------  ---------  ---------
</TABLE>
    
 
   
Federal Income tax payments and refunds resulted in net payments of $16,434,000,
$40,453,000 and $10,351,000 in 1996, 1995 and 1994, respectively.
    
 
                                       52
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
7.  FEDERAL INCOME TAXES (CONTINUED)
    
   
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
    
 
   
<TABLE>
<CAPTION>
                                                           1996       1995       1994
                                                         ---------  ---------  ---------
<S>                                                      <C>        <C>        <C>
Statutory income tax rate..............................      35.0%      35.0%      35.0%
Tax audit provision....................................         --         --        0.8
Other, net.............................................        (.2)      (0.9)      (2.1)
                                                         ---------  ---------  ---------
                                                             34.8%      34.1%      33.7%
                                                         ---------  ---------  ---------
                                                         ---------  ---------  ---------
</TABLE>
    
 
   
8.  ASSETS HELD IN SEPARATE ACCOUNTS
    
   
    Separate account assets at December 31 were as follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                               1996       1995
                                                             ---------  ---------
<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...........................................  $2,344,474 $1,757,476
Assets of the separate accounts owned by the Company, at
 fair value................................................     30,244     24,009
                                                             ---------  ---------
                                                             $2,374,718 $1,781,485
                                                             ---------  ---------
                                                             ---------  ---------
</TABLE>
    
 
   
9.  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>
                                              NET INCOME             SHAREHOLDER'S EQUITY
                                    -------------------------------  --------------------
                                      1996       1995       1994       1996       1995
                                    ---------  ---------  ---------  ---------  ---------
<S>                                 <C>        <C>        <C>        <C>        <C>
Based on statutory accounting
 practices........................  $  55,046  $  30,576  $  49,759  $ 482,507  $ 377,040
Deferred policy acquisition
 costs............................     27,190     15,100     19,783    268,075    237,509
Investment valuation
 differences......................     (1,600)       330        370     31,326    114,413
Policy reserves...................    (19,505)   (29,238)   (25,213)  (131,159)  (114,259)
Current income taxes payable......     (1,292)    (1,294)        --     (7,895)    (7,895)
Deferred income taxes.............      1,094     11,769      2,356     17,008     (9,538)
Realized gains (losses) on
 investments......................        264      1,938     (1,052)        --         --
Realized gains (losses)
 transferred to the Interest
 Maintenance Reserve (IMR), net of
 tax..............................      2,335     31,711    (18,456)        --         --
Amortization of IMR, net of tax...     (6,130)    (5,261)    (5,479)        --         --
Property and equipment............         --         --         --     20,481     27,172
Interest maintenance reserve......         --         --         --     50,019     53,814
Asset valuation reserve...........         --         --         --     62,961     48,507
Other, net........................        790     (1,761)       789    (12,650)   (15,665)
                                    ---------  ---------  ---------  ---------  ---------
As reported herein................  $  58,192  $  53,870  $  22,857  $ 780,673  $ 711,098
                                    ---------  ---------  ---------  ---------  ---------
                                    ---------  ---------  ---------  ---------  ---------
</TABLE>
    
 
   
10. REINSURANCE
    
   
    The  maximum amount that the Company retains  on any one life is $500,000 of
life insurance including  accidental death.  Amounts in excess  of $500,000  are
reinsured with other life insurance companies on a yearly renewable term basis.
    
 
                                       53
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
10. REINSURANCE (CONTINUED)
    
   
Ceded  reinsurance premiums for the  year ended December 31  were as follows (in
thousands):
    
 
   
<TABLE>
<CAPTION>
                                                             1996       1995       1994
                                                           ---------  ---------  ---------
<S>                                                        <C>        <C>        <C>
Life insurance...........................................  $   8,680  $   4,661  $   5,571
Accident and health insurance............................      6,793      3,410     36,782
                                                           ---------  ---------  ---------
                                                           $  15,473  $   8,071  $  42,353
                                                           ---------  ---------  ---------
                                                           ---------  ---------  ---------
</TABLE>
    
 
   
Recoveries under reinsurance contracts  for the year ended  December 31 were  as
follows (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                            1996       1995       1994
                                                          ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>
Life insurance..........................................  $   7,225  $   2,489  $   1,650
Accident and health insurance...........................      5,993      8,807     19,913
                                                          ---------  ---------  ---------
                                                          $  13,218  $  11,296  $  21,563
                                                          ---------  ---------  ---------
                                                          ---------  ---------  ---------
</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.
    
 
   
11. STATUTORY INFORMATION
    
   
    Dividend distributions  to  parent are  restricted  as to  amount  by  state
regulatory requirements. The Company had $47,728,000 free from such restrictions
at  December  31, 1996.  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 form  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 not
expected to be completed  before 1998, 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.
    
 
   
12. 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,
1996, 1995 and 1994, were $13,319,000, $10,074,000 and $8,944,000, respectively.
    
 
   
In conjunction with the marketing of its variable annuity products, the  Company
paid  $68,616,000, $59,308,000 and $57,307,000, in commissions to its affiliate,
Fortis Investors, Inc.  for the years  ended December 31,  1996, 1995 and  1994,
respectively.
    
 
   
13. FAIR VALUE DISCLOSURES
    
 
   
VALUATION METHODS AND ASSUMPTIONS
    
 
   
Investments  are reported  in the accompanying  balance sheets  on the following
basis:
    
 
                                       54
<PAGE>
   
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    
   
FORTIS BENEFITS INSURANCE COMPANY
    
 
   
13. FAIR VALUE DISCLOSURES (CONTINUED)
    
   
    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 the 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
                                                ------------------------------------------
                                                        1996                  1995
                                                --------------------  --------------------
                                                CARRYING     FAIR     CARRYING     FAIR
                                                 AMOUNT      VALUE     AMOUNT      VALUE
                                                ---------  ---------  ---------  ---------
<S>                                             <C>        <C>        <C>        <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities........................  $2,115,499 $2,115,499 $2,075,624 $2,075,624
      Equity securities.......................    106,290    106,290     78,852     78,852
      Mortgage loans on real estate...........    582,869    614,555    562,697    605,501
  Policy loans................................     60,722     60,722     53,863     53,863
  Short-term investments......................    182,817    182,817    153,499    153,499
  Cash........................................     20,474     20,474          1          1
  Assets held in separate accounts............  2,371,601  2,371,601  1,781,485  1,781,485
Liabilities:
  Individual and group annuities (subject to
   discretionary withdrawal)..................  $ 916,754  $ 886,110  $ 865,623  $ 834,621
</TABLE>
    
 
   
14. 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.
    
 
   
15. 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, 1996.
    
 
   
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 $3,913,000,  $3,765,000
and $3,536,000 in 1996, 1995 and 1994, respectively.
    
 
                                       55
<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, International Stock,
Value, S & P 500 and Blue Chip Stock Subaccounts and the Norwest Select Fund's
Small Company Stock Subaccount) as of December 31, 1996, and the related
statements of changes in net assets for each of the three years in the period
then ended, except for 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 years ended December 31, 1996
and 1995, and the Fortis Series Fund, Inc.'s Value, S & P 500 and Blue Chip
Stock Subaccounts which are for the period from May 1, 1996 to December 31,
1996. 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, 1996 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, 1996, and the changes in its net
assets for the periods described in the first paragraph, in conformity with
generally accepted accounting principles.
    
 
/s/ Ernst & Young LLP
   
Minneapolis, MN
April 18, 1997
    
 
                                       56
<PAGE>
STATEMENT OF NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
DECEMBER 31, 1996
   
<TABLE>
<CAPTION>
                                                                                        ATTRIBUTABLE
                                                                                             TO
                                                                                           FORTIS
                                                                            NET ASSETS    BENEFITS       ATTRIBUTABLE TO
                                                                            AT MARKET     INSURANCE       VARIABLE LIFE
                                                      SHARES       COST       VALUE        COMPANY     INSURANCE POLICIES
                                                     ---------  ----------  ----------  -------------  -------------------
<S>                                                  <C>        <C>         <C>         <C>            <C>
Investments in Fortis Series Fund, Inc. (Note 3):
  Growth Stock.....................................  4,694,746  $107,983,324 $153,019,136   $      --      $153,019,136
  U.S. Government Securities Series................    766,717   8,121,439   8,103,819           --          8,103,819
  Money Market Series..............................    661,850   7,378,891   7,243,083           --          7,243,083
  Asset Allocation Series..........................  1,824,030  26,691,234  30,995,929           --         30,995,929
  Diversified Income Series........................    464,543   5,421,995   5,434,276           --          5,434,276
  Global Growth Series.............................  3,259,883  47,600,484  61,923,758           --         61,923,758
  Aggressive Growth Series.........................  1,650,622  21,303,899  22,481,138           --         22,481,138
  Growth & Income Series...........................    786,719  10,274,078  11,928,867           --         11,928,867
  High Yield Series................................    278,353   2,817,496   2,735,009           --          2,735,009
  Global Asset Allocation Series...................    288,919   3,349,959   3,566,385           --          3,566,385
  Global Bond Series...............................    147,956   1,660,623   1,641,086           --          1,641,086
  International Stock Series.......................    696,108   7,993,307   8,660,838           --          8,660,838
  Value Series.....................................    106,485   1,120,104   1,211,875      330,066            881,809
  S & P 500 Series.................................    302,902   3,166,360   3,473,163    1,662,715          1,810,448
  Blue Chip Stock Series...........................    244,162   2,522,147   2,849,421    1,692,240          1,157,181
                                                                ----------  ----------  -------------  -------------------
Total..............................................             $257,405,340 $325,267,783   $3,685,021     $321,582,762
                                                                ----------  ----------  -------------  -------------------
                                                                ----------  ----------  -------------  -------------------
 
<CAPTION>
 
                                                                   NET ASSET VALUE FOR
                                                                      VARIABLE LIFE
                                                     ACCUMULATION  INSURANCE POLICIES
                                                        UNITS              PER
                                                     OUTSTANDING    ACCUMULATION UNIT
                                                     ------------  -------------------
<S>                                                  <C>           <C>
Investments in Fortis Series Fund, Inc. (Note 3):
  Growth Stock.....................................    6,672,384        $   22.93
  U.S. Government Securities Series................      527,544            15.36
  Money Market Series..............................      552,652            13.11
  Asset Allocation Series..........................    1,584,248            19.57
  Diversified Income Series........................      336,664            16.14
  Global Growth Series.............................    3,319,885            18.65
  Aggressive Growth Series.........................    1,690,254            13.30
  Growth & Income Series...........................      767,092            15.55
  High Yield Series................................      227,925            12.00
  Global Asset Allocation Series...................      275,588            12.94
  Global Bond Series...............................      136,606            12.01
  International Stock Series.......................      683,171            12.68
  Value Series.....................................       79,662            11.07
  S & P 500 Series.................................      159,588            11.34
  Blue Chip Stock Series...........................      100,187            11.55
                                                     ------------
Total..............................................   17,113,450
                                                     ------------
                                                     ------------
</TABLE>
    
 
                            See accompanying notes.
 
                                       57
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1996
 
   
<TABLE>
<CAPTION>
                                        FORTIS U.S.    FORTIS      FORTIS       FORTIS       FORTIS       FORTIS      FORTIS
                             FORTIS     GOVERNMENT     MONEY        ASSET     DIVERSIFIED    GLOBAL     AGGRESSIVE   GROWTH &
                          GROWTH STOCK  SECURITIES     MARKET    ALLOCATION     INCOME       GROWTH       GROWTH      INCOME
                             SERIES       SERIES       SERIES      SERIES       SERIES       SERIES       SERIES      SERIES
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
 
<S>                       <C>           <C>          <C>         <C>          <C>          <C>          <C>         <C>
Operations:
  Dividend income........ $    527,085  $  605,366   $  247,490  $ 1,554,337  $  400,689   $    83,808  $   39,056  $   325,645
  Mortality and expense
   and policy advance
   charges (Note 4)......   (1,560,953)    (93,233)     (65,386)    (304,540)    (58,622)     (587,181)   (185,010)     (85,797)
  Net realized gain on
   investments...........    3,093,713       5,038      169,300      865,889      57,483       993,919     357,189      274,926
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   16,535,918    (438,794)    (117,129)     840,429    (242,246)    6,922,496     (12,181)   1,035,468
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
    NET INCREASE
     (DECREASE) IN NET
     ASSETS RESULTING
     FROM OPERATIONS.....   18,595,763      78,377      234,275    2,956,115     157,304     7,413,042     199,054    1,550,242
 
Capital transactions:
  Purchase of Variable
   Account units.........   27,173,798   1,636,966    9,335,749    6,373,151   1,861,420    19,313,887  14,849,914    6,716,429
  Redemption of Variable
   Account units.........   (6,937,039) (2,341,998)  (7,246,239)  (1,972,178) (1,629,694)   (1,849,063) (1,128,224)    (582,392)
  Mortality and expense
   charge redeemed.......    1,560,953      93,233       65,386      304,540      58,622       587,181     185,010       85,797
  Funding of subaccount
   by Fortis Benefits
   Insurance Company.....           --          --           --           --          --            --          --           --
  Redemption of Fortis
   Benefits Insurance
   Company investment in
   subaccount............   (1,710,453)         --           --     (795,833)         --      (691,667)   (813,949)    (817,093)
  Dividend income
   distribution to Fortis
   Benefits Insurance
   Company...............           --          --           --           --          --            --          --           --
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
    INCREASE (DECREASE)
     FROM CAPITAL
     TRANSACTIONS........   20,087,259    (611,799)   2,154,896    3,909,680     290,348    17,360,338  13,092,751    5,402,741
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
 
Net assets at beginning
 of period...............  114,336,114   8,637,241    4,853,912   24,130,134   4,986,624    37,150,378   9,189,333    4,975,884
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
    NET ASSETS AT END OF
     PERIOD.............. $153,019,136  $8,103,819   $7,243,083  $30,995,929  $5,434,276   $61,923,758  $22,481,138 $11,928,867
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
                          ------------  -----------  ----------  -----------  -----------  -----------  ----------  -----------
</TABLE>
    
 
                                       58
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1996
   
<TABLE>
<CAPTION>
                                                                                                              NORWEST
                                  FORTIS       FORTIS                                             FORTIS      SELECT
                     FORTIS    GLOBAL ASSET    GLOBAL       FORTIS        FORTIS    FORTIS S&P  BLUE CHIP      SMALL
                   HIGH YIELD   ALLOCATION      BOND     INTERNATIONAL    VALUE        500        STOCK       COMPANY
                     SERIES       SERIES       SERIES    STOCK SERIES    SERIES*     SERIES*     SERIES*    STOCK FUND
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
<S>                <C>         <C>           <C>         <C>            <C>         <C>         <C>         <C>
Operations:
  Dividend
   income......... $  234,012   $  141,406   $   80,570    $  259,053   $    6,679  $   19,549  $    9,822  $        --
  Mortality and
   expense and
   policy advance
   charges (Note
   4).............    (23,877)     (27,914)     (16,020)      (61,578)      (2,299)     (4,259)     (3,294)          --
  Net realized
   gain on
   investments....     21,357      367,644        1,414       368,588          365       5,170       5,823           --
  Net unrealized
   appreciation
   (depreciation)
   of investments
   during the
   period.........     (5,315)     (17,628)    (161,532)      384,582       91,771     306,803     327,274       88,953
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
    NET INCREASE
     (DECREASE) IN
     NET ASSETS
     RESULTING
     FROM
     OPERATIONS...    226,177      463,508      (95,568)      950,645       96,516     327,263     339,625       88,953
 
Capital
 transactions:
  Purchase of
   Variable
   Account
   units..........  1,521,655    1,974,410   1,203,711x     5,472,129      868,724   1,805,644   1,156,736           --
  Redemption of
   Variable
   Account
   units..........   (513,751)    (178,317)    (495,016)     (271,603)     (43,808)   (104,433)    (94,289)          --
  Mortality and
   expense charge
   redeemed.......     23,877       27,914       16,020        61,578        2,299       4,259       3,294           --
  Funding of
   subaccount by
   Fortis Benefits
   Insurance
   Company........         --           --           --            --      290,000   1,450,000   1,450,000           --
  Redemption of
   Fortis Benefits
   Insurance
   Company
   investment in
   subaccount..... (1,306,472)  (5,888,424)  (5,496,965)   (5,860,743)          --          --          --   (1,248,440)
  Dividend income
   distribution to
   Fortis Benefits
   Insurance
   Company........         --           --           --            --       (1,856)     (9,570)     (5,945)          --
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
    INCREASE
     (DECREASE)
     FROM CAPITAL
   TRANSACTIONS...   (274,691)  (4,064,417)  (4,772,250)     (598,639)   1,115,359   3,145,900   2,509,796   (1,248,440)
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
 
Net assets at
 beginning of
 period...........  2,783,523    7,167,294    6,508,904     8,308,832           --          --          --    1,159,487
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
    NET ASSETS AT
     END OF
     PERIOD....... $2,735,009   $3,566,385   $1,641,086    $8,660,838   $1,211,875  $3,473,163  $2,849,421  $        --
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
                   ----------  ------------  ----------  -------------  ----------  ----------  ----------  -----------
 
<CAPTION>
 
                      COMBINED
                      VARIABLE
                      ACCOUNT
                    ------------
<S>                <C>
Operations:
  Dividend
   income.........  $  4,534,567
  Mortality and
   expense and
   policy advance
   charges (Note
   4).............    (3,079,963)
  Net realized
   gain on
   investments....     6,031,982
  Net unrealized
   appreciation
   (depreciation)
   of investments
   during the
   period.........    26,094,705
                    ------------
    NET INCREASE
     (DECREASE) IN
     NET ASSETS
     RESULTING
     FROM
     OPERATIONS...    33,581,291
Capital
 transactions:
  Purchase of
   Variable
   Account
   units..........   101,264,323
  Redemption of
   Variable
   Account
   units..........   (25,388,044)
  Mortality and
   expense charge
   redeemed.......     3,079,963
  Funding of
   subaccount by
   Fortis Benefits
   Insurance
   Company........     3,190,000
  Redemption of
   Fortis Benefits
   Insurance
   Company
   investment in
   subaccount.....   (24,630,039)
  Dividend income
   distribution to
   Fortis Benefits
   Insurance
   Company........       (17,371)
                    ------------
    INCREASE
     (DECREASE)
     FROM CAPITAL
   TRANSACTIONS...    57,498,832
                    ------------
Net assets at
 beginning of
 period...........   234,187,660
                    ------------
    NET ASSETS AT
     END OF
     PERIOD.......  $325,267,783
                    ------------
                    ------------
</TABLE>
    
 
- --------------------------
   
*   For the period from May 1, 1996 to December 31, 1996.
    
 
                            See accompanying notes.
 
                                       59
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1995
 
   
<TABLE>
<CAPTION>
                                          FORTIS
                                           U.S.       FORTIS      FORTIS       FORTIS      FORTIS       FORTIS
                             FORTIS     GOVERNMENT    MONEY        ASSET     DIVERSIFIED   GLOBAL     AGGRESSIVE
                          GROWTH STOCK  SECURITIES    MARKET    ALLOCATION     INCOME      GROWTH       GROWTH
                             SERIES       SERIES      SERIES      SERIES       SERIES      SERIES       SERIES
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
<S>                       <C>           <C>         <C>         <C>          <C>         <C>          <C>
Operations:
  Dividend income........ $    510,059  $     379   $  180,105  $   924,340  $     155   $   194,924  $  32,999
  Mortality and expense
   and policy advance
   charges (Note 4)......   (1,093,454)   (95,405)     (52,173)    (231,545)   (49,814)     (352,145)   (55,105)
  Net realized gain
   (loss) on
   investments...........      542,606    (54,024)     176,710      184,857     10,234       155,887     87,207
  Net in unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   20,881,118  1,463,356      (98,436)   2,815,928    639,984     7,220,951  1,158,725
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
    NET INCREASE
     (DECREASE) IN NET
     ASSETS RESULTING
     FROM OPERATIONS.....   20,840,329  1,314,306      206,206    3,693,580    600,559     7,219,617  1,223,826
 
Capital transactions:
  Purchase of Variable
   Account units.........   23,231,047  2,331,839    5,764,979    5,135,857  2,234,605     9,569,763  6,246,152
  Redemption of Variable
   Account units.........   (2,402,006) (2,234,298) (5,395,064)  (1,383,622) (1,087,689)  (1,321,205)  (621,660)
  Mortality and expense
   charge redeemed.......    1,093,454     95,405       52,173      231,545     49,814       352,145     55,105
  Funding of subaccount
   by Fortis Benefits
   Insurance Company.....           --         --           --           --         --            --         --
  Dividend income
   distribution to Fortis
   Benefits Insurance
   Company...............       (7,237)        --           --      (31,040)        --        (3,423)    (2,760)
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
    INCREASE FROM CAPITAL
     TRANSACTIONS........   21,915,258    192,946      422,088    3,952,740  1,196,730     8,597,280  5,676,837
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
 
Net assets at beginning
 of period...............   71,580,527  7,129,989    4,225,618   16,483,814  3,189,335    21,333,481  2,288,670
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
    NET ASSETS AT END OF
     PERIOD.............. $114,336,114  $8,637,241  $4,853,912  $24,130,134  $4,986,624  $37,150,378  $9,189,333
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
                          ------------  ----------  ----------  -----------  ----------  -----------  ----------
</TABLE>
    
 
                                       60
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1995
 
   
<TABLE>
<CAPTION>
                                             FORTIS                             NORWEST
                     FORTIS                  GLOBAL      FORTIS      FORTIS      SELECT
                    GROWTH &     FORTIS      ASSET       GLOBAL    INTERNATIONAL   SMALL     COMBINED
                     INCOME    HIGH YIELD  ALLOCATION     BOND       STOCK      COMPANY      VARIABLE
                     SERIES      SERIES      SERIES      SERIES      SERIES    STOCK FUND    ACCOUNT
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
<S>                <C>         <C>         <C>         <C>         <C>         <C>         <C>
Operations:
  Dividend
   income......... $   83,612  $ 252,046   $ 199,139   $  349,572  $ 117,200   $  38,350   $  2,882,880
  Mortality and
   expense and
   policy advance
   charges (Note
   4).............    (24,640)   (11,638)     (7,642)      (5,019)   (13,805)         --     (1,992,385)
  Net realized
   gain (loss) on
   investments....     40,572      7,233      21,531       37,910     13,134          --      1,223,857
  Net unrealized
   appreciation
   (depreciation)
   of investments
   during the
   period.........    619,472     11,854     742,740      608,208    775,358     121,137     36,960,395
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
    NET INCREASE
     IN NET ASSETS
     RESULTING
     FROM
     OPERATIONS...    719,016    259,495     955,768      990,671    891,887     159,487     39,074,747
 
Capital
 transactions:
  Purchase of
   Variable
   Account
   units..........  3,356,014  1,244,092   1,423,812    1,061,190  2,584,243          --     64,183,593
  Redemption of
   Variable
   Account
   units..........   (366,822)  (346,228)    (59,928)    (242,976)  (101,103)         --    (15,562,601)
  Mortality and
   expense charge
   redeemed.......     24,640     11,638       7,642        5,019     13,805          --      1,992,385
  Funding of
   subaccount by
   Fortis Benefits
   Insurance
   Company........         --         --   5,000,000    5,000,000  5,000,000   1,000,000     16,000,000
  Dividend income
   distribution to
   Fortis Benefits
   Insurance
   Company........    (13,202)  (120,917)   (160,000)    (305,000)   (80,000)         --       (723,579)
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
    INCREASE FROM
     CAPITAL
   TRANSACTIONS...  3,000,630    788,585   6,211,526    5,518,233  7,416,945   1,000,000     65,889,798
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
 
Net assets at
 beginning of
 period...........  1,256,238  1,735,443          --           --         --          --    129,223,115
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
    NET ASSETS AT
     END OF
     PERIOD....... $4,975,884  $2,783,523  $7,167,294  $6,508,904  $8,308,832  $1,159,487  $234,187,660
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
                   ----------  ----------  ----------  ----------  ----------  ----------  ------------
</TABLE>
    
 
                            See accompanying notes.
 
                                       61
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1994
 
   
<TABLE>
<CAPTION>
                                                                             FORTIS U.S.                  FORTIS        FORTIS
                                                                  FORTIS     GOVERNMENT      FORTIS        ASSET     DIVERSIFIED
                                                               GROWTH STOCK  SECURITIES   MONEY MARKET  ALLOCATION      INCOME
                                                                  SERIES       SERIES        SERIES       SERIES        SERIES
                                                               ------------  -----------  ------------  -----------  ------------
<S>                                                            <C>           <C>          <C>           <C>          <C>
Operations:
  Dividend income............................................   $  524,850    $ 607,364    $       --    $ 626,408    $  257,570
  Mortality and expense and policy advance charges (Note
   4)........................................................     (630,146)     (79,454)      (21,446)    (146,296)      (29,757)
  Net realized gain (loss) on investments....................      193,238     (126,731)       13,988       42,277       (32,443)
  Net unrealized appreciation (depreciation) of investments
   during the period.........................................   (1,837,695)    (967,547)      100,566     (678,881)     (335,368)
                                                               ------------  -----------  ------------  -----------  ------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
     OPERATIONS..............................................   (1,749,753)    (566,368)       93,108     (156,492)     (139,998)
 
Capital transactions:
  Purchase of Variable Account units.........................   24,347,849    1,951,506     4,963,584    5,042,184     2,099,560
  Redemption of Variable Account units.......................   (1,554,311)  (1,984,288)   (2,269,774)    (488,270)     (601,619)
  Mortality and expense charge redeemed......................      630,146       79,454        21,446      146,296        29,757
  Funding of subaccount by Fortis Benefits Insurance
   Company...................................................           --           --            --           --            --
  Redemption of Fortis Benefits Insurance Company in
   investment in subaccount..................................           --           --            --           --            --
  Dividend income distribution to Fortis Benefits Insurance
   Company...................................................       (9,364)          --            --      (26,122)           --
                                                               ------------  -----------  ------------  -----------  ------------
    INCREASE FROM CAPITAL TRANSACTIONS.......................   23,414,320       46,672     2,715,256    4,674,088     1,527,698
                                                               ------------  -----------  ------------  -----------  ------------
 
Net assets at beginning of period............................   49,915,960    7,649,685     1,417,254   11,966,218     1,801,635
                                                               ------------  -----------  ------------  -----------  ------------
    NET ASSETS AT END OF PERIOD..............................   $71,580,527   $7,129,989   $4,225,618   1$6,483,814   $3,189,335
                                                               ------------  -----------  ------------  -----------  ------------
                                                               ------------  -----------  ------------  -----------  ------------
</TABLE>
    
 
                                       62
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
 
YEAR ENDED DECEMBER 31, 1994
 
   
<TABLE>
<CAPTION>
                                                                   FORTIS        FORTIS        FORTIS      FORTIS
                                                                   GLOBAL      AGGRESSIVE     GROWTH &      HIGH      COMBINED
                                                                   GROWTH        GROWTH        INCOME       YIELD     VARIABLE
                                                                   SERIES        SERIES        SERIES      SERIES     ACCOUNT
                                                                ------------  ------------  ------------  ---------  ----------
<S>                                                             <C>           <C>           <C>           <C>        <C>
Operations:
  Dividend income.............................................   $  144,687    $    8,878    $   12,968   $  81,918  $2,264,643
  Mortality and expense and policy advance charges (Note 4)...     (157,000)       (4,484)       (1,404)     (1,463) (1,071,450)
  Net realized gain (loss) on investments.....................      490,813        (2,388)          124      (3,503)    575,375
  Net unrealized appreciation (depreciation) of investments
   during the period..........................................   (1,089,277)       30,648          (222)    (88,789) (4,866,565)
                                                                ------------  ------------  ------------  ---------  ----------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
     OPERATIONS...............................................     (610,777)       32,654        11,466     (11,837) (3,097,997)
 
Capital transactions:
  Purchase of Variable Account units..........................   14,421,587     1,858,035       656,805     733,981  56,075,091
  Redemption of Variable Account units........................     (698,757)     (204,115)       (6,999)   (229,014) (8,037,147)
  Mortality and expense charge redeemed.......................      157,000         4,484         1,404       1,463   1,071,450
  Funding of subaccount by Fortis Benefits Insurance
   Company....................................................           --       600,000       600,000   1,300,000   2,500,000
  Redemption of Fortis Benefits Insurance Company investment
   in subaccount..............................................   (2,500,000)           --            --          --  (2,500,000)
  Dividend income distribution to Fortis Benefits Insurance
   Company....................................................       (3,407)       (2,388)       (6,438)    (59,150)   (106,869)
                                                                ------------  ------------  ------------  ---------  ----------
    INCREASE FROM CAPITAL TRANSACTIONS........................   11,376,423     2,256,016     1,244,772   1,747,280  49,002,525
                                                                ------------  ------------  ------------  ---------  ----------
 
Net assets at beginning of period.............................   10,567,835            --            --          --  83,318,587
                                                                ------------  ------------  ------------  ---------  ----------
    NET ASSETS AT END OF PERIOD...............................   $21,333,481   $2,288,670    $1,256,238   $1,735,443 $129,223,115
                                                                ------------  ------------  ------------  ---------  ----------
                                                                ------------  ------------  ------------  ---------  ----------
</TABLE>
    
 
                            See accompanying notes.
 
                                       63
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1996
 
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 December 31, 1996, Fortis Benefits had
approximately $91 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 $175 billion
in assets at the end of 1996.
    
 
   
Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to the Fortis Series Fund, Inc. 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 Fortis Series Fund, Inc.
portfolios to which Fortis Advisers, Inc. provided investment management
services amounted to $11,076,174, $7,819,224 and $5,839,044 in 1996, 1995 and
1994, respectively.
    
 
There are fifteen subaccounts within the Account, each of which invests only in
a corresponding portfolio of Fortis Series Fund, Inc. (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 level 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 AND 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.
 
                                       64
<PAGE>
1.  GENERAL (CONTINUED)
     - 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.
 
     - GLOBAL ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of
       return on capital, primarily through increased ownership of foreign &
       domestic equity securities during periods when stock market conditions
       appear favorable, and short-term and long-term foreign & domestic debt
       instruments during periods 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.
 
     - VALUE SUBACCOUNT--seeks growth of capital through short and long-term
       capital appreciation. Investing in equity securities based on the "Value"
       philosophy.
 
     - S & P 500 INDEX SUBACCOUNT--seeks growth of capital by replicating the
       total return of the Standard & Poor's 500 Composite Stock Price Index.
 
     - BLUE CHIP STOCK SUBACCOUNT--seeks capital appreciation by investing
       primarily in large and medium-sized blue chip companies.
 
Certain 1995 amounts have been reclassified to conform to the 1996 presentation.
 
   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
   
The assets of the Account are segregated from Fortis Benefits Insurance
Company's other assets. The operations of the Account are part of Fortis
Benefits Insurance Company. The following is a summary of significant accounting
policies consistently followed by the Account in the preparation of its
financial statements.
    
 
   
INVESTMENT VALUATION
    
 
   
Investments in mutual funds (the "Funds") are valued at the net asset (market)
value per share at the close of business on December 31, 1996, as reported by
the Fund.
    
 
   
INVESTMENT TRANSACTIONS
    
 
   
Investment transactions are accounted for on the trade date. Realized gains and
losses on investments are determined in the basis of identified cost. Capital
gain distributions from mutual funds are recorded on the ex-dividend date and
reinvested upon receipt.
    
 
   
INVESTMENT INCOME
    
 
   
Dividend income from mutual funds is recorded on the ex-dividend date and
reinvested upon receipt.
    
 
   
3.  INVESTMENTS
    
Investments in shares of Fortis Series Fund, Inc. 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.
 
                                       65
<PAGE>
   
3.  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, 1996
Fortis Series Fund, Inc.:
  Growth Stock Series.......................................    890,387       281,510   $  27,173,798   $  5,553,779
  U.S. Government Securities Series.........................    151,037       218,096       1,636,966      2,336,960
  Money Market Series.......................................    851,794       661,265       9,335,749      7,076,939
  Asset Allocation Series...................................    381,630       166,417       6,373,151      1,902,122
  Diversified Income Series.................................    156,687       136,953       1,861,420      1,572,211
  Global Growth Series......................................  1,072,793       143,512      19,313,887      1,546,811
  Aggressive Growth Series..................................  1,066,159       143,413      14,849,914      1,584,984
  Growth & Income Series....................................    480,632       103,219       6,716,429      1,124,559
  High Yield Series.........................................    148,721       180,194       1,521,655      1,798,886
  Global Asset Allocation Series............................    165,534       515,514       1,974,410      5,699,097
  Global Bond Series........................................    107,893       543,796       1,203,711      5,990,567
  International Stock Series................................    460,278       522,628       5,472,129      5,763,758
  Value Series..............................................    110,116         4,219       1,158,724         45,299
  S & P 500 Series..........................................    310,869         9,660       3,255,644        108,833
  Blue Chip Stock Series....................................    252,023         8,703       2,606,736         94,411
Norwest Select Fund:
  Small Company Stock Fund..................................         --       103,433              --      1,248,440
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             --
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>
    
 
                                       66
<PAGE>
   
3.  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, 1996
Fortis Series Fund, Inc.:
  Growth Stock Series...............................      15,969   $ 527,085
  U.S. Government Securities Series.................      59,976     605,366
  Money Market Series...............................      22,984     247,490
  Asset Allocation Series...........................      91,142   1,554,337
  Diversified Income Series.........................      35,960     400,689
  Global Growth Series..............................       4,487      83,808
  Aggressive Growth Series..........................       2,878      39,056
  Growth & Income Series............................      21,580     325,645
  High Yield Series.................................      23,981     234,012
  Global Asset Allocation Series....................      11,670     141,406
  Global Bond Series................................       7,323      80,570
  International Stock Series........................      21,531     259,053
  Value Series......................................         588       6,679
  S & P 500 Series..................................       1,693      19,549
  Blue Chip Stock Series............................         842       9,822
 
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............................      16,670      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
 
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
</TABLE>
 
                                       67
<PAGE>
   
3.  INVESTMENTS (CONTINUED)
    
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, 1996:
 
   
<TABLE>
<CAPTION>
                                                        NUMBER      COST OF
                                                       OF SHARES    SHARES
                                                      -----------  ---------
<S>                                                   <C>          <C>
Fortis Series Fund, Inc.:
  Value Series......................................      29,002   $ 290,240
  S&P 500 Series....................................     145,009   1,451,374
  Blue Chip Stock Series............................     145,005   1,450,900
</TABLE>
    
 
   
4.  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,
VUL 500 and Survivor 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 aged 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, VUL 500 and Survivor Policies:
    
 
     - Monthly administrative charge of $4.50 per policy for VUL 100, VUL 220
       and VUL 500 and $6.00 per Policy for Survivor. Fortis Benefits reserves
       the right to change this administrative charge, but it will never exceed
       $7.50 per month.
 
   
     - For VUL 220, VUL 500 and Survivor, a 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 average daily net assets representing
equity of Harmony Investment Life policyholders and .90% of the average daily
net assets representing equity of Wall Street Series VUL 100, VUL 220 and VUL
500 and 1.00% of the net assets representing equity of Wall Street Series
Survivor policyholders held in each account. These charges will be deducted by
Fortis Benefits in return for its
    
 
                                       68
<PAGE>
   
4.  ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)
    
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, and .35% of net assets representing
equity of Wall Street Series Survivor. 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. This surrender charge 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 Wall Street Series Survivor policies surrendered within the first ten years
of issuance, Fortis Benefits assesses a surrender charge. The charge is the sum
of any sales, premium tax and policy issuance expense charges not previously
deducted. The entire surrender charge is subject to an overall upper limit "cap"
as set forth in a table based on adjusted age and face amount in force. This cap
decreases at a constant rate on the first and each subsequent policy anniversary
until it reaches zero on the tenth policy anniversary.
    
 
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 $3,159,110, $2,057,483 and
$1,475,321 in 1996, 1995 and 1994, respectively.
    
 
   
5.  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.
 
                                       69
<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. A tax
advisor should be  consulted as  to the differing  tax consequences  of each  of
these  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 the  Policy owner.  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 the  Policy owner selects when
choosing this option or equal payments for a period of from one to thirty years,
at the choice of the Policy owner. In either case, the Policy owner 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 the Policy owner  chooses,
        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
 
The  Policy owner  names 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.
 
For  Policies  issued pursuant  to Section  403(b),  the guarantee  period under
Option 3 and  the percentage of  payments to the  insured after the  death of  a
beneficiary  under Option 4 may be limited according to that section and Section
401(a) of the Code. Spousal consent may be required for an annuity option  other
than a qualified joint and survivor option.
 
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.  The Policy owner may  also choose any other  option
agreed  to by  Fortis Benefits.  The Policy  owner may  also change  or revoke a
choice of options  under which payments  have not yet  commenced. If the  Policy
owner  does 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 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
$20 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.
 
OPTIONAL INSURANCE BENEFITS
 
Optional  insurance  benefit riders  may  be attached  to  a Policy,  subject to
certain insurance underwriting  requirements, approval  in the  state where  the
Policy  is  sold,  and  the  payment of  additional  charges.  These  riders are
described in general terms  below. Limitations and  conditions are contained  in
the  riders, and the description  below is subject to  the specific terms of the
riders. A prospective purchaser may obtain specimen riders from Fortis Benefits'
Home Office. The charges for these riders are deducted each month as part of the
Monthly Deduction from Policy Value.
 
                                      A-1
<PAGE>
Any rider selected becomes a part of the  Policy and is subject to all terms  of
the  Policy  which are  not inconsistent  with  the terms  of the  rider. Fortis
Benefits may  decline  to  issue  any  optional  insurance  rider  in  its  sole
discretion  based  on  current  underwriting  guidelines  and  other  regulatory
restrictions. Riders may be  cancelled by Policy owners  in accordance with  the
procedures established by Fortis Benefits from time to time.
 
WAIVER  OF MONTHLY DEDUCTIONS RIDER. If the insured is totally disabled for more
than six  months while  this rider  is  in effect,  Fortis Benefits  will  waive
subsequent  Monthly Deductions, so  long as the  total disability continues. Any
monthly charges  deducted after  disability begins  but before  Fortis  Benefits
approves the disability claim will be added to the Policy Value in a lump sum as
of  the date  of approval,  based on the  premium allocation  percentage then in
effect.  For  any  month  that  deductions  are  waived,  otherwise   applicable
requirements  to  make additional  Minimum Premium  payments  will be  waived or
suspended. You should consult your  sales representative for details. The  rider
does  not cover preexisting disabilities and terminates when the insured reaches
Age 60, except as to any disability  commencing prior to that time. The  charges
for  this rider are based on the Net Amount  at Risk under a Policy from time to
time and the insured's Age and rate  class. The rates of charges for this  rider
are  set  forth in  the  Rider, and  the  rate at  which  the charge  is imposed
increases from year to year. An increase or decrease in the Net Amount at  Risk,
or  the addition or  cancellation of any  benefits under riders  the charges for
which are covered under this  rider, will result in  an increase or decrease  in
the charges for this rider. The charges for this rider will also be decreased if
Fortis Benefits approves a more favorable rate class for the insured.
 
WAIVER  OF SELECTED AMOUNT RIDER. If the primary insured is totally disabled for
more than six months while this rider is in effect, Fortis Benefits will apply a
premium payment to the Policy on  each subsequent Monthly Anniversary and  while
the primary insured remains totally disabled until Age 95.
 
The  amount of the premium payment is equal to the Selected Amount chosen by the
applicant at the  time of  application, and shown  in the  Policy schedule.  The
minimum  Selected Amount that can be chosen  is $25. The maximum Selected Amount
that can be chosen is the greater of $300 or the monthly Minimum Premium. If the
Policy's Face Amount is greater than  $2,000,000, the Selected Amount is  capped
at  the monthly Minimum  Premium for $2,000,000.  The annualized Selected Amount
cannot be greater than the guideline annual  premium. If the Face Amount of  the
Policy is decreased so that the annualized benefit is greater than the guideline
annual premium, the benefit will be reduced.
 
The  rider does not cover preexisting conditions and terminates when the primary
insured reaches Age  60, except as  to any disability  commencing prior to  that
time.  Monthly Deductions  will be  increased to include  the cost  of the rider
which is a  specified percentage  of the Selected  Amount based  on the  primary
insured's  Age. In most states, the current  charges will be shown in the Policy
schedule. The charges increase from year to year. Fortis Benefits may change the
rates, up to the guaranteed maximum rates set forth in the rider.
 
The Policy owner cannot elect  to have both this rider  and a Waiver of  Monthly
Deductions Rider attached as supplementary benefits with the same Policy.
 
ADDITIONAL  INSURED RIDER PLUS.  This rider provides  fixed amounts of insurance
until Age 95 on the life of the primary insured, one or more insured persons who
are members of the  primary insured's immediate family,  or individuals in  whom
the owner has an insurable interest. In the event an insured under this rider is
not  a  family  member,  certain  special tax  rules  will  apply.  For  a brief
description of these tax rules see "Federal Tax Matters." The number of insureds
that may  be  covered by  this  rider is  limited  to five.  Subject  to  Fortis
Benefits' underwriting requirements, coverage on persons not already insured may
be  added on a Policy Anniversary. Coverage  under this rider may not exceed six
times the  base  Policy's Face  Amount.  Coverage on  additional  insureds  will
automatically  be reduced pro-rata, to the  extent necessary to ensure that this
limit is not exceeded. Coverage on the primary insured under this and all  other
term riders cannot exceed six times the base Policy's Face Amount.
 
The  charges increase from year to year. Fortis Benefits may change the rates at
which the charges  for this rider  are imposed, although  the resulting  charges
will  not exceed the guaranteed maximum charges  for this rider set forth in the
Policy schedule.
 
The Policy owner may  convert the coverage on  an additional insured (except  if
the additional insured is also the primary insured) to a variable universal life
insurance  policy offered by us at  any time before the later  of the end of the
fifth Policy year or the additional  insured's 65th birthday. The conversion  is
not  available more than 31 days after  the death of the primary insured. Fortis
Benefits permits conversion  of less  than the  full coverage  on an  additional
insured.  However, partial conversions are subject  to a $25,000 minimum and may
be elected only on the Policy Anniversary, and only if remaining coverage on the
additional insured under the Rider will  be at least $25,000. If the  additional
insured  is also the primary insured, the Policy owner may exchange the coverage
under this rider for a  Face Amount Increase under  the base Policy, subject  to
the same limitations.
 
                                      A-2
<PAGE>
Fortis  Benefits will waive  its usual requirement  for evidence of insurability
with respect to an amount of the new Policy's Face Amount that is not in  excess
of the amount of rider coverage cancelled, and the new coverage will be based on
the  same rate class as under the  rider. The suicide and contestability periods
will run from the original date of the transferred coverage. The coverage  under
the  rider will terminate  when the new coverage  becomes effective. Any amounts
deducted for the rider coverage for  periods beyond such time will be  refunded.
Except  as noted above, the  customary procedures and charges  for issuing a new
Policy or a Face Amount increase will apply to a conversion from the  Additional
Insured Rider Plus.
 
PRIMARY  INSURED  RIDER PLUS.  This rider  is  in most  respects similar  to the
Additional Insured  Rider Plus  described immediately  above, except  that  this
rider is available only at the time the Policy is first issued.
 
As  discussed further below,  coverage obtained under  the Primary Insured Rider
Plus is less costly  initially than a comparable  amount of additional  coverage
obtained  under the base Policy. However, for Policy owners who intend to retain
their Policies and meet the Minimum Premium requirements in order to obtain  the
full  benefit of Policy  Value Advances and additionally  qualify for Cash Value
Bonuses, coverage under the  base Policy will probably  be more economical  over
the long term.
 
The  other  significant  difference  from  the  Additional  Insured  Rider  Plus
described above is that, under the Primary Insured Rider Plus, the Policy  owner
does  not have  a right to  convert to  a new variable  universal life insurance
policy. Instead, at any  time before the  later of the end  of the fifth  Policy
year  or the insured's 65th birthday, the Policy owner may exchange the coverage
under the Primary  Insured Rider Plus  for a  Face Amount increase  in the  same
amount under the base Policy. Fortis Benefits permits exchanges of less than the
full  coverage  under  the Primary  Insured  Rider  Plus, subject  to  a $25,000
minimum. Such partial exchanges may be elected only once each Policy year, as of
the Policy Anniversary, and  only if remaining coverage  on the primary  insured
under the rider will be at least $25,000.
 
Fortis  Benefits will waive its usual  requirements for evidence of insurability
with respect to the Face Amount increase, and the increase will be based on  the
same  rate class as the  rider. The suicide and  contestability periods will run
from the original date of the transferred coverage. The coverage under the rider
will terminate when the Face Amount increase becomes effective.
 
Except as noted above, a Face Amount increase implemented upon an exchange  from
the primary insured rider will be subject to the same procedures and charges and
in all respects have the same effect as any other Face Amount increase.
 
The  rates of  charges for  coverage under  the Primary  Insured Rider  Plus are
expected to be  lower than  the rates  of the cost  of insurance  charges for  a
comparable  amount of coverage under the base Policy, for at least several years
after the Policy is issued. However the rates for the Primary Insured Rider Plus
increase more  rapidly  as the  insured's  Age increases  than  do the  cost  of
insurance  rates for a comparable amount of  coverage under the base Policy, and
may eventually  be higher.  Also, the  maximum guaranteed  charges for  coverage
under  the  Primary Insured  Rider Plus  are  at higher  rates than  the maximum
guaranteed cost of  insurance rates under  the base Policy.  Although it may  be
necessary  for Fortis Benefits to obtain an order of the Securities and Exchange
Commission in order to assess charges  at the maximum rates permitted under  the
Primary  Insured Rider Plus, Fortis Benefits  specifically reserves the right to
seek such an order. Fortis Benefits cannot predict whether the Commission  would
issue any requested order.
 
If  coverage on  the Policy's  insured person is  taken pursuant  to the Primary
Insured Rider Plus, the monthly Minimum Premium will be lower (unless and  until
such  coverage is exchanged for a Face  Amount increase as described above) than
if the same amount  of Face Amount  were purchased under  the base Policy.  This
means  that  any Surrender  Charge would  also  be lower,  and that  initially a
smaller amount of premiums will be required to maintain the Policy's  Guaranteed
Death  Benefit and to  ensure the receipt  of Policy Value  Advances and certain
other  benefits.  See  "Minimum  Premiums"  under  "Payment  and  Allocation  of
Premiums--Premiums." Reduced premium payments, of course, will tend to result in
lower amounts of charges that are based on premium payments or Policy Value. See
"Charges  and Deductions." However, the amount of any Policy Value Advances will
be less if coverage on  the primary insured is  taken under the Primary  Insured
Rider Plus, rather than under the base Policy. In most cases this makes coverage
under  the base Policy more advantageous, in the long run, for Policy owners who
plan to  retain their  Policies and  meet the  Minimum Premium  requirements  to
obtain the full benefit of the Policy Value Advances.
 
Finally,  under death benefit  Type A, lower premium  payments will increase the
Net Amount at Risk, which will increase the amount of cost of insurance charges.
Accordingly, Policy owners who  are interested in making  the maximum amount  of
premium payments and maintaining the maximum amount of Policy Value, relative to
the  amount of insurance coverage,  may be well advised  to elect coverage under
the base Policy, rather than under the Primary Insured Rider Plus.
 
                                      A-3
<PAGE>
ADDITIONAL INSURED RIDER  AND PRIMARY INSURED  RIDER. These riders  are in  most
respects  similar to the corresponding Additional Insured Rider Plus and Primary
Insured Rider Plus described above.
 
The primary difference is that these  riders provide 12 year annually  renewable
term  insurance while the "Plus" riders provide  for such coverage until Age 95.
Also, the Additional Insured Rider does not  allow the primary insured to be  an
additional insured while the Additional Insured Rider Plus does so allow.
 
Finally,  these riders  will continue to  be offered  in a state  only until the
corresponding "Plus" riders are available in that state, at which time they will
be withdrawn from sale.
 
CHILD INSURANCE RIDER. This rider provides fixed insurance in limited amounts on
the life of  each child  of the  primary insured  named in  the application  and
accepted by Fortis Benefits, and any subsequent child acquired after the date of
the application. This coverage, however, will not apply for any child who is age
15  or more at  the time the  coverage on that  child is to  take effect. Nor is
there any insurance coverage for a child until 15 days after that child's birth,
or after the first Policy Anniversary on or after that child's 25th birthday.
 
The charge for this rider is shown on  the Policy schedule and is paid in  level
amounts.  The insurance under  this rider becomes fully  paid-up upon receipt by
Fortis Benefits of due proof of the  primary insured's death while the rider  is
in  force. This  rider terminates  when the  Policy terminates  or on  the first
Policy Anniversary on or after the primary insured's 65th birthday.
 
EXCHANGE OF POLICY RIDER.  This rider is available  to corporate owned  Policies
issued  in a state  that has approved  such rider. This  rider allows the Policy
owner to exchange a Policy covering a current insured to another Policy on a new
insured who  is less  than  Age 71.  The  exchange date  must  be on  a  monthly
anniversary   date.  Such  exchange   is  treated  as   a  taxable  transaction.
Accordingly, a Policy owner should consult  a tax adviser before effecting  such
an exchange.
 
There  is no charge for this rider. However, an administrative fee is charged on
exercise of the exchange, currently at $100. This fee cannot exceed $300.
 
The Policy  Date on  the new  policy is  the same  as the  original Policy.  The
unloaned Policy Value of the original policy will become the Policy Value of the
new  policy, unless the transfer would require a Face Amount increase to prevent
the Policy  from  becoming a  modified  endowment contract.  (See  "Federal  Tax
Matters--Modified  Endowment  Contracts").  If  so,  Fortis  Benefits  will only
require the transfer of the portion of  the unloaned Policy Value that will  not
cause  the increase in Face Amount.  The transferred Policy Value is immediately
allocated to the subaccounts  or general account  in the same  manner as it  was
allocated  in  the  old  Policy.  Any  new  premiums  are  immediately allocated
according to the Policy owner's requested allocation. There is no initial period
where such amounts are allocated to the General Account.
 
The owner  can cancel  the exchange  within the  normal period  for returning  a
Policy  (see "Right to Return Policy").  Upon cancellation, Fortis Benefits will
pay the Surrender Value of the old Policy  on the date of exchange plus any  new
premiums.
 
The  suicide  and  contestability  periods  runs  from  the  exchange  date. The
Surrender Value of the old Policy on the date of exchange plus any new premiums,
less any loans and withdrawals, will be paid if the new insured commits  suicide
or Fortis Benefits has a legal basis to contest a claim within this period.
 
The  Minimum Premium  and the  cost of  insurance charges  are based  on the new
insured's Age, sex, and rate class as of the most recent Policy anniversary. The
duration of the cost of insurance charges is also measured from that date. If  a
full  surrender occurs, the greater of the  Surrender Charges on the old and new
Policies is assessed. The maximum rate of surrender charges are based on the new
insured's age as of the most recent Policy Anniversary.
 
The Minimum  Premiums to  determine eligibility  for Policy  Value Advances  are
based  on the sum of  Minimum Premiums from the old  Policy to the exchange date
plus the sum of Minimum Premiums from the new Policy from such date.  Similarly,
the Policy Value Advance amount is based on this history of Minimum Premiums.
 
If  the Guaranteed Death Benefit has lapsed under the old Policy, it is not made
available on the  new Policy. Otherwise  the premium requirement  is met if  the
transferred  Policy Value plus new premiums,  less any withdrawals and loans, is
at least equal to the  sum of Minimum Premiums on  the new Policy from the  most
recent Policy Anniversary.
 
                                      A-4
<PAGE>
APPENDIX B
 
ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES,
SURRENDER VALUES AND ACCUMULATED PREMIUMS
 
The  tables on  pages B-3 to  B-6 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  Face  Amounts of  $800,000  for males  Age  45. Each
illustration assumes that  the insured  is in the  non-smoker underwriting  risk
classification.  Illustrations for  an insured  in the  smoker or  a substandard
underwriting risk  classification  would show,  for  the same  Age  and  premium
payments,  lower Policy Values  and, therefore, lower  Surrender Values and, for
the Alternative Death Benefit  and Death Benefit Type  B, lower death  benefits.
These values would be higher, however, for an otherwise comparable Policy on the
life  of  a  non-smoker 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 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 .63% and for other Portfolio operating  expenses
equivalent to an annual rate of .08% of the average daily value of the aggregate
net assets of the Portfolio. (.63% is the average of the advisory fee rates paid
by  the currently available  Portfolios and .08%  is the actual  amount of other
expenses that those Portfolios incurred in 1996).
    
 
   
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: -1.88%, 2.12%, 6.12% and 10.12%, 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 an amount equal to the sum of twelve monthly Minimum Premiums were invested
to earn interest, after taxes, at 5% compounded annually. The difference between
Policy Values and  Surrender Values  during the  first eleven  Policy years,  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,  frequency of premium  payments,
the death benefit option and any available rider requested.
 
TABLE OF CONTENTS FOR ILLUSTRATIONS
OF DEATH BENEFITS, POLICY VALUES,
SURRENDER VALUES AND
ACCUMULATED PREMIUMS
 
<TABLE>
<CAPTION>
                                             PAGE
<S>                                       <C>
Illustrations Based on CURRENT Charge
 and Policy Value Advance Schedules:
  Death Benefit Type A..................         B-3
  Death Benefit Type B..................         B-4
 
Illustrations Based on GUARANTEED Charge
 and Policy Value Advance Schedules:
  Death Benefit Type A..................         B-5
  Death Benefit Type B..................         B-6
</TABLE>
 
                                      B-1
<PAGE>
POLICY VALUE ADVANCES
 
Set forth below is supplemental information pertaining to the Policy illustrated
on  page B-5 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 in the event Fortis Benefits decides to recoup Policy
Value Advances. Actual amounts would vary significantly based on such factors as
the size  of  the Policy,  the  death benefit  option  selected, 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-5
 
   
<TABLE>
<CAPTION>
                                                                    CONTINGENT DEFERRED
                                                                       SALES CHARGES
                                            CUMULATIVE MONTHLY          PAYABLE UPON
                                             AND DAILY SALES            SURRENDER AT
                                            CHARGE DEDUCTIONS           END OF YEAR         CUMULATIVE
                 POLICY VALUE ADVANCES   ------------------------  ----------------------  SALES CHARGES
    END OF       ----------------------    DOLLAR     % OF TOTAL    DOLLAR    % OF TOTAL   AS % OF TOTAL
  POLICY YEAR     CREDITS   DEDUCTIONS     AMOUNT       PREMIUM     AMOUNT      PREMIUM       PREMIUM
- ---------------  ---------  -----------  -----------  -----------  ---------  -----------  -------------
<S>              <C>        <C>          <C>          <C>          <C>        <C>          <C>
           1          0.00        0.00        60.75       0.4050    2,938.66     19.5911       19.9961
           2          0.00        0.00       141.73       0.4724    3,982.67     13.2756       13.7480
           3          0.00        0.00       242.19       0.5382    4,668.60     10.3747       10.9129
           4          0.00        0.00       361.36       0.6023    4,668.60      7.7810        8.3833
           5          0.00        0.00       498.43       0.6646    4,668.60      6.2248        6.8894
           6          0.00        0.00       652.58       0.7251    4,001.46      4.4461        5.1712
           7        170.40        0.00       822.91       0.7837    3,334.78      3.1760        3.9597
           8        511.20      170.40       880.99       0.7342    2,667.64      2.2230        2.9572
           9        852.00      268.11       880.99       0.6526    2,000.96      1.4822        2.1348
          10        852.00      287.96       880.99       0.5873    1,333.82      0.8892        1.4765
          11        852.00      306.19       880.99       0.5339      667.14      0.4043        0.9382
          12        852.00      322.75       880.99       0.4894        0.00      0.0000        0.4894
          13        852.00      337.67       880.99       0.4518        0.00      0.0000        0.4518
          14        852.00      350.81       880.99       0.4195        0.00      0.0000        0.4195
          15        852.00      361.89       880.99       0.3916        0.00      0.0000        0.3916
          16        852.00      370.73       880.99       0.3671        0.00      0.0000        0.3671
          17        852.00      377.08       880.99       0.3455        0.00      0.0000        0.3455
          18        852.00      380.68       880.99       0.3263        0.00      0.0000        0.3263
          19        852.00      381.12       880.99       0.3091        0.00      0.0000        0.3091
</TABLE>
    
 
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 the monthly and  daily
deductions  for  sales charges  are deferred  beginning in  the 8th  Policy year
(during the time  when deductions  to recover  Policy Value  Advances are  being
made).
 
                                      B-2
<PAGE>
   
                               MALE ISSUE AGE 45
                          NONSMOKER UNDERWRITING RISK
                  FACE AMOUNT: $800,000--DEATH BENEFIT TYPE A
               CURRENT CHARGE AND POLICY VALUE ADVANCE SCHEDULES
    
   
<TABLE>
<CAPTION>
                                VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
        PREMIUMS   ---------------------------------------------------------------------------------------------------------
       ACCUMULATED
          AT 5%          0% (1)(2)(3)(4)             4% (1)(2)(3)(4)              8% (1)(2)(3)(4)         12% (1)(2)(3)(4)
END OF  INTEREST   --------------------------- --------------------------- ----------------------------- -------------------
POLICY  PER YEAR     DEATH   POLICY  SURRENDER   DEATH   POLICY  SURRENDER   DEATH    POLICY   SURRENDER   DEATH    POLICY
 YEAR      (1)      BENEFIT   VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT    VALUE     VALUE    BENEFIT    VALUE
- ------ ----------- --------- ------- --------- --------- ------- --------- --------- --------- --------- --------- ---------
<S>    <C>         <C>       <C>     <C>       <C>       <C>     <C>       <C>       <C>       <C>       <C>       <C>
  1    $   15,750    800,000  12,120    4,875    800,000  12,664    5,420    800,000    13,209    5,966    800,000    13,754
  2        32,288    800,000  23,692   15,108    800,000  25,272   16,692    800,000    26,897   18,321    800,000    28,568
  3        49,652    800,000  34,902   25,302    800,000  38,005   28,405    800,000    41,284   31,684    800,000    44,745
  4        67,884    800,000  45,747   36,147    800,000  50,858   41,258    800,000    56,407   46,807    800,000    62,420
  5        87,029    800,000  56,464   46,864    800,000  64,070   54,470    800,000    72,554   62,954    800,000    81,999
  6       107,130    800,000  67,057   58,829    800,000  77,652   69,424    800,000    89,794   81,566    800,000   103,681
  7       128,237    800,000  77,676   70,819    800,000  91,761   84,904    800,000   108,346  101,489    800,000   127,836
  8       150,398    800,000  88,360   82,874    800,000 106,450  100,964    800,000   128,336  122,851    800,000   154,767
  9       173,668    800,000  99,078   94,964    800,000 121,728  117,614    800,000   149,885  145,771    800,000   184,836
 10       198,102    800,000 109,181  106,438    800,000 136,952  134,209    800,000   172,427  169,685    800,000   217,697
 15       339,862    800,000 152,391  152,391    800,000 214,225  214,225    800,000   306,504  306,504    800,000   444,881
 20       520,789    800,000 180,141  180,141    800,000 291,111  291,111    800,000   493,438  493,438  1,017,444   833,971
 25       751,702    800,000 186,800  186,800    800,000 373,262  373,262    890,904   768,021  768,021  1,728,516 1,490,100
 40     1,902,596          0       0        0    800,000 637,860  637,860  2,582,992 2,459,992 2,459,992 8,026,991 7,644,753
 
<CAPTION>
 
END OF
POLICY  SURRENDER
 YEAR     VALUE
- ------  ---------
<S>    <C>
  1        6,512
  2       19,996
  3       35,145
  4       52,820
  5       72,399
  6       95,452
  7      120,979
  8      149,281
  9      180,721
 10      214,955
 15      444,881
 20      833,971
 25     1,490,100
 40     7,644,753
</TABLE>
    
 
   
(1)Assumes  annual premium  of $15,000  paid in  full at  the beginning  of each
   Policy year. 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  and no
   optional insurance  riders  have been  selected.  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>
   POLICY VALUE ADVANCES                                CASH VALUE BONUSES
- ---------------------------  -------------------------------------------------------------------------
              CREDIT AS A                                                      BONUS AS A PERCENT OF
             PERCENT OF 12                          BONUS AS A PERCENT OF         SURRENDER VALUE
                 TIMES                                 SURRENDER VALUE         AT THE END OF POLICY
  END OF      THE AVERAGE      SURRENDER VALUE      AT THE END OF POLICY             YEARS 20
POLICY YEAR MINIMUM PREMIUM    ON DATE OF BONUS          YEARS 9-19             AND LATER TO AGE 95
- ----------- ---------------  -------------------- -------------------------  -------------------------
<S>         <C>              <C>                  <C>                        <C>
7                  2%        Less than $ 50,000             .00%                       .00%
8                  6%        $ 50,000 to $299,999           .10%                       .10%
9 to Age 95       10%        $300,000 to $499,999           .55%                       .55%
                             $500,000 or more               .55%                       .80%
</TABLE>
 
(4)Alternative  Death  Benefit  applies:  See  "Policy  Benefits--Death  Benefit
   Options" 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 AN OWNER
    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
                      STANDARD NONSMOKER UNDERWRITING RISK
                  FACE AMOUNT: $800,000--DEATH BENEFIT TYPE B
               CURRENT CHARGE AND POLICY VALUE ADVANCE SCHEDULES
    
 
   
<TABLE>
<CAPTION>
                                    VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
        PREMIUMS   -----------------------------------------------------------------------------------------------------------------
       ACCUMULATED
          AT 5%         0% (1)(2)(3)(4)            4% (1)(2)(3)(4)              8% (1)(2)(3)(4)              12% (1)(2)(3)(4)
END OF  INTEREST   ------------------------- --------------------------- ----------------------------- -----------------------------
POLICY  PER YEAR    DEATH  POLICY  SURRENDER   DEATH   POLICY  SURRENDER   DEATH    POLICY   SURRENDER   DEATH    POLICY   SURRENDER
 YEAR      (1)     BENEFIT  VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT    VALUE     VALUE    BENEFIT    VALUE     VALUE
- ------ ----------- ------- ------- --------- --------- ------- --------- --------- --------- --------- --------- --------- ---------
<S>    <C>         <C>     <C>     <C>       <C>       <C>     <C>       <C>       <C>       <C>       <C>       <C>       <C>
  1    $   15,750  812,079  12,079    4,834    812,621  12,621    5,377    813,164    13,164    5,920    813,707    13,707    6,465
  2        32,288  823,561  23,561   14,977    825,132  25,132   16,552    826,748    26,748   18,171    828,409    28,409   19,836
  3        49,652  834,635  34,635   25,035    837,712  37,712   28,112    840,963    40,963   31,363    844,393    44,393   34,793
  4        67,884  845,292  45,292   35,692    850,345  50,345   40,745    855,829    55,829   46,229    861,773    61,773   52,173
  5        87,029  855,784  55,784   46,184    863,282  63,282   53,682    871,643    71,643   62,043    880,949    80,949   71,349
  6       107,130  866,117  66,117   57,889    876,532  76,532   68,304    888,465    88,465   80,236    902,107   102,107   93,879
  7       128,237  876,441  76,441   69,584    890,250  90,250   83,392    906,502   106,502   99,644    925,593   125,593  118,735
  8       150,398  886,780  86,780   81,295    904,463 104,463   98,978    925,845   125,845  120,360    951,655   151,655  146,169
  9       173,668  897,080  97,080   92,965    919,150 119,150  115,035    946,566   146,566  142,452    980,576   180,576  176,462
 10       198,102  906,649 106,649  103,906    933,604 133,604  130,861    968,006   168,006  165,264  1,011,874   211,874  209,131
 15       339,862  945,376 145,376  145,376  1,003,724 203,724  203,724  1,089,337   289,337  289,337  1,220,749   420,749  420,749
 20       520,789  964,142 164,142  164,142  1,063,740 263,740  263,740  1,242,953   442,953  442,953  1,551,441   751,441  751,441
 25       751,702  955,402 155,402  155,402  1,103,630 303,630  303,630  1,430,026   630,026  630,026  2,081,093 1,281,093 1,281,093
 40     1,902,596       0        0        0    886,414  86,414   86,414  2,095,619 1,295,619 1,295,619 6,566,206 5,766,206 5,766,206
</TABLE>
    
 
   
(1)Assumes annual  premium of  $15,000 paid  in full  at the  beginning of  each
   Policy  year. 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  and  no
   optional  insurance  riders  have been  selected.  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>
   POLICY VALUE ADVANCES                                CASH VALUE BONUSES
- ---------------------------  -------------------------------------------------------------------------
              CREDIT AS A                                                      BONUS AS A PERCENT OF
             PERCENT OF 12                          BONUS AS A PERCENT OF         SURRENDER VALUE
                 TIMES                                 SURRENDER VALUE         AT THE END OF POLICY
  END OF      THE AVERAGE      SURRENDER VALUE      AT THE END OF POLICY             YEARS 20
POLICY YEAR MINIMUM PREMIUM    ON DATE OF BONUS          YEARS 9-19             AND LATER TO AGE 95
- ----------- ---------------  -------------------- -------------------------  -------------------------
<S>         <C>              <C>                  <C>                        <C>
7                  2%        Less than $ 50,000             .00%                       .00%
8                  6%        $ 50,000 to $299,999           .10%                       .10%
9 to Age 95       10%        $300,000 to $499,999           .55%                       .55%
                             $500,000 or more               .55%                       .80%
</TABLE>
 
(4)Alternative Death Benefit applies: See "Policy Benefits--Death Benefit
   Options" 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 AN OWNER
    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>
   
                               MALE ISSUE AGE 45
                      STANDARD NONSMOKER UNDERWRITING RISK
                  FACE AMOUNT: $800,000--DEATH BENEFIT TYPE A
              GUARANTEED CHARGE AND POLICY VALUE ADVANCE SCHEDULES
    
 
   
<TABLE>
<CAPTION>
                                   VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
        PREMIUMS   ----------------------------------------------------------------------------------------------------------------
       ACCUMULATED
          AT 5%         0% (1)(2)(3)(4)           4% (1)(2)(3)(4)              8% (1)(2)(3)(4)              12% (1)(2)(3)(4)
END OF  INTEREST   ------------------------- -------------------------- ----------------------------- -----------------------------
POLICY  PER YEAR    DEATH  POLICY  SURRENDER  DEATH   POLICY  SURRENDER   DEATH    POLICY   SURRENDER   DEATH    POLICY   SURRENDER
 YEAR      (1)     BENEFIT  VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT    VALUE     VALUE    BENEFIT    VALUE     VALUE
- ------ ----------- ------- ------- --------- -------- ------- --------- --------- --------- --------- --------- --------- ---------
<S>    <C>         <C>     <C>     <C>       <C>      <C>     <C>       <C>       <C>       <C>       <C>       <C>       <C>
  1        15,750  800,000  10,195    2,902  800,000   10,690    3,398    800,000    11,187    3,895    800,000    11,684    4,392
  2        32,288  800,000  20,019   11,333  800,000   21,426   12,744    800,000    22,875   14,196    800,000    24,366   15,691
  3        49,652  800,000  29,466   19,866  800,000   32,198   22,598    800,000    35,089   25,489    800,000    38,144   28,544
  4        67,884  800,000  38,526   28,926  800,000   42,991   33,391    800,000    47,847   38,247    800,000    53,118   43,518
  5        87,029  800,000  47,187   37,587  800,000   53,791   44,191    800,000    61,171   51,571    800,000    69,402   59,802
  6       107,130  800,000  55,426   47,198  800,000   64,569   56,341    800,000    75,072   66,844    800,000    87,111   78,883
  7       128,237  800,000  63,374   56,517  800,000   75,452   68,594    800,000    89,718   82,861    800,000   106,532   99,675
  8       150,398  800,000  71,170   65,685  800,000   86,580   81,095    800,000   105,301   99,816    800,000   127,995  122,509
  9       173,668  800,000  78,843   74,728  800,000   98,010   93,896    800,000   121,964  117,849    800,000   151,837  147,723
 10       198,102  800,000  85,938   83,195  800,000  109,287  106,545    800,000   139,307  136,564    800,000   177,835  175,092
 15       339,862  800,000 111,798  111,798  800,000  162,311  162,311    800,000   237,637  237,637    800,000   353,114  353,114
 20       520,789  800,000 115,237  115,237  800,000  203,501  203,501    800,000   363,626  363,626    800,000   653,279  653,279
 25       751,702  800,000  80,123   80,123  800,000  218,025  218,025    800,000   533,696  533,696  1,356,918 1,169,757 1,169,757
 40     1,902,596       0        0        0        0        0        0  1,767,265 1,683,110 1,683,110 6,065,506 5,776,673 5,776,673
</TABLE>
    
 
   
(1)Assumes annual  premium of  $15,000 paid  in full  at the  beginning of  each
   Policy  year. 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  and  no
   optional  insurance  riders  have been  selected.  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>
   POLICY VALUE ADVANCES                                CASH VALUE BONUSES
- ---------------------------  -------------------------------------------------------------------------
              CREDIT AS A                                                      BONUS AS A PERCENT OF
             PERCENT OF 12                          BONUS AS A PERCENT OF         SURRENDER VALUE
                 TIMES                                 SURRENDER VALUE       AT THE END OF POLICY YEAR
  END OF      THE AVERAGE      SURRENDER VALUE      AT THE END OF POLICY                20
POLICY YEAR MINIMUM PREMIUM    ON DATE OF BONUS          YEARS 9-19             AND LATER TO AGE 95
- ----------- ---------------  -------------------- -------------------------  -------------------------
<S>         <C>              <C>                  <C>                        <C>
7                  2%        Less than $ 50,000             .00%                       .00%
8                  6%        $ 50,000 to $299,999           .10%                       .10%
9 to Age 95       10%        $300,000 to $499,999           .55%                       .55%
                             $500,000 or more               .55%                       .80%
</TABLE>
 
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 AN OWNER 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-5
<PAGE>
   
                               MALE ISSUE AGE 45
                          NONSMOKER UNDERWRITING RISK
                  FACE AMOUNT: $800,000--DEATH BENEFIT TYPE B
              GUARANTEED CHARGE AND POLICY VALUE ADVANCE SCHEDULES
    
 
   
<TABLE>
<CAPTION>
                                   VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
        PREMIUMS   ---------------------------------------------------------------------------------------------------------------
       ACCUMULATED
          AT 5%         0% (1)(2)(3)(4)            4% (1)(2)(3)(4)             8% (1)(2)(3)(4)             12% (1)(2)(3)(4)
END OF  INTEREST   -------------------------- -------------------------- --------------------------- -----------------------------
POLICY  PER YEAR    DEATH   POLICY  SURRENDER  DEATH   POLICY  SURRENDER   DEATH   POLICY  SURRENDER   DEATH    POLICY   SURRENDER
 YEAR      (1)     BENEFIT   VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT    VALUE     VALUE
- ------ ----------- -------- ------- --------- -------- ------- --------- --------- ------- --------- --------- --------- ---------
<S>    <C>         <C>      <C>     <C>       <C>      <C>     <C>       <C>       <C>     <C>       <C>       <C>       <C>
  1    $   15,750  810,153   10,153    2,859  810,646   10,646    3,353    811,140  11,140    3,848    811,635    11,635    4,344
  2        32,288  819,893   19,893   11,208  821,291   21,291   12,609    822,731  22,731   14,052    824,213    24,213   15,537
  3        49,652  829,214   29,214   19,614  831,921   31,921   22,321    834,785  34,785   25,185    837,811    37,811   28,211
  4        67,884  838,100   38,100   28,500  842,510   42,510   32,910    847,305  47,305   37,705    852,509    52,509   42,909
  5        87,029  846,534   46,534   36,934  853,033   53,033   43,433    860,294  60,294   50,694    868,391    68,391   58,791
  6       107,130  854,487   54,487   46,259  863,449   63,449   55,221    873,742  73,742   65,514    885,537    85,537   77,309
  7       128,237  862,082   62,082   55,225  873,870   73,870   67,012    887,788  87,788   80,931    904,185   104,185   97,328
  8       150,398  869,449   69,449   63,963  884,417   84,417   78,931    902,590 102,590   97,104    924,608   124,608  119,123
  9       173,668  876,601   76,601   72,487  895,119   95,119   91,005    918,243 118,243  114,128    947,062   147,062  142,947
 10       198,102  883,075   83,075   80,333  905,496  105,496  102,754    934,295 134,295  131,552    971,225   171,225  168,482
 15       339,862  903,934  103,934  103,934  950,389  150,389  150,389  1,019,509 219,509  219,509  1,123,855   323,855  323,855
 20       520,789  898,234   98,234   98,234  973,358  173,358  173,358  1,106,423 306,423  306,423  1,351,861   551,861  551,861
 25       751,702  850,243   50,243   50,243  952,007  152,007  152,007  1,179,966 379,966  379,966  1,683,951   883,951  883,951
 40     1,902,596        0        0        0        0        0        0          0       0        0  3,558,442 2,758,442 2,758,442
</TABLE>
    
 
   
(1)Assumes annual  premium of  $15,000 paid  in full  at the  beginning of  each
   Policy  year. 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  and  no
   optional  insurance  riders  have been  selected.  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>
   POLICY VALUE ADVANCES
- ---------------------------                                 CASH VALUE BONUSES
              CREDIT AS A    ---------------------------------------------------------------------------------
             PERCENT OF 12                            BONUS AS A PERCENT OF          BONUS AS A PERCENT OF
                 TIMES                                   SURRENDER VALUE                SURRENDER VALUE
  END OF      THE AVERAGE      SURRENDER VALUE     AT THE END OF POLICY YEARS    AT THE END OF POLICY YEAR 20
POLICY YEAR MINIMUM PREMIUM    ON DATE OF BONUS               9-19                    AND LATER TO AGE 95
- ----------- ---------------  -------------------- -----------------------------  -----------------------------
<S>         <C>              <C>                  <C>                            <C>
7                  2%        Less than $ 50,000             .00%                           .00%
8                  6%        $ 50,000 to $299,999           .10%                           .10%
9 to Age 95       10%        $300,000 to $499,999           .55%                           .55%
                             $500,000 or more               .55%                           .80%
</TABLE>
 
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 AN OWNER 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-6
<PAGE>
   
APPENDIX C
    
 
   
THE GENERAL ACCOUNT
    
 
   
A  POLICY OWNER 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  a
Policy  owner  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.
    
 
   
The Policy owner may select  either Death Benefit Type A  or B under the  Policy
and  may change such option or the Policy's Face Amount, subject to satisfactory
evidence of insurability where  required and subject to  all the conditions  and
limitations applicable to such transactions generally. See "Policy Benefits."
    
 
   
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.
    
 
                                      C-1
<PAGE>

                VARIABLE UNIVERSAL LIFE SERVICE REQUEST


*  The Policy owner(s) may use this form to request services for a NEW or 
   EXISTING policy.

*  CONTRACT INFORMATION and SIGNATURES must be completed to allow us to 
   complete the service request.

1. TELEPHONE TRANSFER AUTHORIZATION

   / /  Check this box to authorize telephone transfer by owner(s) or 
        registered representative.

   / /  Check this box to authorize telephone transfer by owner(s) only.

   The owner(s) and/or registered representative may transfer by telephone 
   amount investment choices. I have read the telephone transfer authorization
   terms in the prospectus and elect telephone transfers.

2. TRANSFER REQUEST

   Move all or part of your existing asset balances from one subaccount to 
   another.

   *  Specify dollar amounts OR whole percentages

   *  Transfers from the General Account to the Separate Account ONLY are 
      subject to the following:

      1.  Maximum transfer is 50% of your unloaned General Account value once
          per policy year.

      2.  If unloaned General Account value is less than $1,000, you may 
          transfer the entire unloaned balance.

TRANSFER FROM                                 TRANSFER TO
                    BOND INVESTMENTS
$_________________  General Account           $_____________%
$_________________  Money Market              $_____________%
$_________________  U.S. Government           $_____________%
$_________________  Diversified Income        $_____________%
$_________________  Global Bond               $_____________%
$_________________  High Yield                $_____________%

                    STOCK INVESTMENTS
$_________________  Asset Allocation          $_____________%
$_________________  Global Asset Allocation   $_____________%
$_________________  Value                     $_____________%
$_________________  Growth & Income           $_____________%
$_________________  S&P 500 Index             $_____________%
$_________________  Blue Chip Stock           $_____________%
$_________________  Global Growth             $_____________%
$_________________  Growth Stock              $_____________%
$_________________  International Stock       $_____________%
$_________________  Aggressive Growth         $_____________%


CONTRACT INFORMATION:

Policy Number _______________________________________________
/ / New Policy    / / Existing

_____________________________________________________________
Name of Policy Owner

_____________________________________________________________
Name of Joint Owner (if applicable)

_____________________________________________________________
Social Security Number of Owner

_____________________________________________________________
Address

_____________________________________________________________
City                              State       Zip Code

Telephone Number (_______) __________________________________

/ /  Citizen of U.S.    / / Resident Alien of U.S.
/ /  Other __________________________________________________

3. SYSTEMATIC TRANSFER (DOLLAR COST AVERAGING):

   Automatically move assets among investment choices.

   *  Specify dollar amounts only

   *  $5,000 minimum beginning balance, minimum transfer: $50

   * General Account: Monthly amount must be less than or equal to 1/36 of the
     principal.

   * Frequency: Monthly

   TRANSFER $___________________ on the 1st day of each month from the 
   ____________________________ account to the following accounts:


                          BOND INVESTMENTS          
      $_________________  General Account           
      $_________________  Money Market              
      $_________________  U.S. Government           
      $_________________  Diversified Income        
      $_________________  Global Bond               
      $_________________  High Yield                
                                              
                          STOCK INVESTMENTS         
      $_________________  Asset Allocation          
      $_________________  Global Asset Allocation   
      $_________________  Value                     
      $_________________  Growth & Income           
      $_________________  S&P 500 Index             
      $_________________  Blue Chip Stock           
      $_________________  Global Growth             
      $_________________  Growth Stock              
      $_________________  International Stock       
      $_________________  Aggressive Growth         


<PAGE>

             VARIABLE UNIVERSAL LIFE SERVICE REQUEST, CONTINUED

INSTRUCTIONS FOR SECTIONS 4, 5 & 6:

   A. Use whole percentages
   B. Must equal 100%

4. CHANGE OF PREMIUM ALLOCATION:

   Indicate which subaccount(s) incoming premium dollars should be allocated 
   to future payments.

   *  Specify future premium allocations.

   BOND INVESTMENTS
   ____% General Account
   ____% Money Market
   ____% U.S. Government
   ____% Diversified Income
   ____% Global Bond
   ____% High Yield

   STOCK INVESTMENTS
   ____% Asset Allocation
   ____% Global Asset Allocation
   ____% Value
   ____% Growth & Income
   ____% S&P 500 Index
   ____% Blue Chip Stock
   ____% Global Growth
   ____% Growth Stock
   ____% International Stock
   ____% Aggressive Growth
   100 % TOTAL


5. PRIVILEGED ACCOUNT SERVICE:

   Automatically rebalances the assets within your policy.
   Note: This does not change future Premium Allocations.

   * $2,000 minimum policy value.

   FREQUENCY
   / / Quarterly (3/31, 6/30, 9/30, 12/31)
   / / Semi-Annual (6/30, 12/31)
   / / Annual (12/31)

   BOND INVESTMENTS
   ____% General Account
   ____% Money Market
   ____% U.S. Government
   ____% Diversified Income
   ____% Global Bond
   ____% High Yield

   STOCK INVESTMENTS
   ____% Asset Allocation
   ____% Global Asset Allocation
   ____% Value
   ____% Growth & Income
   ____% S&P 500 Index
   ____% Blue Chip Stock
   ____% Global Growth
   ____% Growth Stock
   ____% International Stock
   ____% Aggressive Growth
   100 % TOTAL

6. SPECIFY MONTHLY DEDUCTIONS

   Indicate which subaccount you want the monthly deductions from.

   * Loans and withdrawals will also follow this unless otherwise stated.

   * If the subaccount chosen does not have sufficient amount to cover 
     monthly charges, pro rata allocation will be automatically used.

   BOND INVESTMENTS
   ____% General Account
   ____% Money Market
   ____% U.S. Government
   ____% Diversified Income
   ____% Global Bond
   ____% High Yield

   STOCK INVESTMENTS
   ____% Asset Allocation
   ____% Global Asset Allocation
   ____% Value
   ____% Growth & Income
   ____% S&P 500 Index
   ____% Blue Chip Stock
   ____% Global Growth
   ____% Growth Stock
   ____% International Stock
   ____% Aggressive Growth
   100 % TOTAL

_____________________________________________________________________________

SIGNATURES:

___________________________________________ _________ 
Policy Owner's Signature                      Date

___________________________________________ _________ 
Joint Owner's Signature                        Date

(______) ____________________________________________
Daytime Telephone Number


REPRESENTATIVE INFORMATION (IF KNOWN):

___________________________________________ _________ 
Registered Representative's Signature       Date


_____________________________________________________ 
Registered Representative's Name (please print)

_____________________________________________________ 
Representative's Contract Number


(______) ____________________________________________
Registered Representative's Telephone Number



FORTIS-Registered Trademark-

FORTIS BENEFITS INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE
P.O. BOX 64582
ST. PAUL, MN 55164
(800) 800-2638                                              98009 (4/96)

<PAGE>

                            VARIABLE UNIVERSAL LIFE
                                 LIFE INSURANCE
                             SECTION 1035 EXCHANGE
- --------------------------------------------------------------------------------
Internal Revenue Code Section 1035 permits a nontaxable transfer of Life 
Insurance policies between Insurance Companies. When circumstances warrant 
replacing one policy with another, a 1035 EXCHANGE allows policyholders to 
retain the cost basis in the initial policy and to defer taxation on any gain 
in the policy.

You may use a 1035 Exchange to make a nontaxable transfer from a life 
insurance policy to a life insurance policy, provided that the insured on the 
new policy is the same as the insured on the original policy.

If the original policy is a MEC, the owner of the new policy must be the same 
or the exchange will be taxable. In all cases, if the owner of the new policy 
is different than the owner of the old policy, the change of ownership must 
be due to a gift, not a sale to the new owner, or the exchange will be 
taxable.

You may not use a 1035 exchange to make a nontaxable transfer from an 
endowment policy or an annuity contract to a life insurance policy.

A 1035 exchange of a policy with an outstanding loan may produce unfavorable 
tax consequences. The original carrier must generally report the amount of 
the outstanding loan as taxable income to the extent of gain on the original 
contract.

The effect of the Technical and Miscellaneous Revenue Act of 1988 (TAMRA) on 
1035 exchanges is not entirely clear. However if a new policy is issued in 
exchange for a MEC policy, the new policy will also be a MEC. Reduction 
in face amount from the old policy to the new policy is generally not 
recommended.

- -------------------------------------------------------------------------------
INSTRUCTIONS FOR REQUESTING A SECTION 1035 EXCHANGE
- -------------------------------------------------------------------------------

/ /  1)  A completed LIFE APPLICATION

/ /  2)  Indicate on the app that this is A "1035 EXCHANGE."

/ /  3)  Complete any necessary REPLACEMENT FORMS.

/ /  4)  Complete a T.O.M. (if on monthly mode) Automatic Bank Draft 
         Authorization Form (95765) and collect a voided check from your 
         client.

/ /  5)  Include any necessary life insurance ledger illustrations.

/ /  6)  Have your client complete the attached 1035 EXCHANGE LETTER OF 
         INTENT/ABSOLUTE ASSIGNMENT.

/ /  7)  Collect the OLD POLICY from the insured.

/ /  8)  Collect a COMPLETED SURRENDER FORM OF THE OTHER INSURER.

SEND THE ABOVE ITEMS TO THE HOME OFFICE.

The processing of the exchange will be coordinated by the VUL New 
Business/1035 Unit. When the surrender value is received in the Home Office, 
we will allocate all monies to the new policy.

You and your client will be notified when we receive payment. A confirmation 
notice will be sent to the client.

- --------------------------------------------------------------------------------
     The Company agrees to and accepts the terms of this exchange agreement
     and the accompanying directions to issuer of original contract/policy.

               ALLOW 2 TO 3 MONTHS FOR PROCESSING OF THE EXCHANGE.
- --------------------------------------------------------------------------------

                                  [LETTERHEAD]

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

95757 (2/97)

[LOGO]-Registered Trademark- and Fortis-Registered Trademark- are registered
servicemarks of Fortis AMEV and Fortis AG.

<PAGE>
               1035 EXCHANGE -- LETTER OF INTENT/ABSOLUTE ASSIGNMENT

Fortis Policy # 
               -----------------------------------

Insured
        ------------------------------------------

Policy Owner
             -------------------------------------

Social Security #
                  --------------------------------
(TAXPAYER I.D.)

PREVIOUS COMPANY INFORMATION

Old Contract #
              ------------------------------------

Company Name
             -------------------------------------

Company Address
                ----------------------------------

City, State, Zip
                 ---------------------------------

Telephone #
            --------------------------------------

Estimated Contract Value
                         -------------------------

In accordance with Internal Revenue Code #1035, I wish to transfer 
the funds standing to my credit on the listed policy directly to Fortis 
Benefits Insurance Company. It is my wish to avoid constructive or actual 
receipt of my funds. I understand that should verification of this exchange 
be required by the IRS, it will be my responsibility to provide such 
documentation. Therefore, I absolutely assign my policy to Fortis Benefits 
Insurance Company. I understand that completion of this form is to effect 
an assignment of my policy and does not guarantee a 1035 exchange. I further
request that this policy be exchanged in a timely manner and that no cash 
value is to be depleted as a non-forfeiture option for additional premium
payments.

[Bar Code]    1035/95757

                       ABSOLUTE ASSIGNMENT/CASH SURRENDER

I, (owner)           , absolutely assign and transfer all incidents of ownership
  -------------------
and beneficial interest in policy number         from               to Fortis 
                                        ---------    ---------------
Benefits Insurance Company, St. Paul, Minnesota, its successors or assigns to 
effect a Section 1035 Exchange.

Executed this              day of                         .
             --------------      -------------------------

I ask that you send the surrender check, payable to Fortis Benefits Insurance 
Company, to:
VUL NEW BUSINESS DEPARTMENT; FORTIS BENEFITS INSURANCE COMPANY; P.O. BOX 
64582, ST. PAUL MN 55164-0582. Total of all premiums paid, less any dividends 
and any other supplemental insurance coverage charges: $            
                                                        ------------

Please answer the following questions:

  1.  Is the policy a modified endowment contract within the meaning of 
      section 7702A of the Internal Revenue Code (TAMRA)?   / / Yes   / / No

  2.  What is the face amount of the policy? $          
                                              ----------

  3.  Is there an outstanding loan on this policy?  / / Yes  / / No
      If yes, indicate amount $            
                               ------------

  4.  Was there a loan on this policy during the last 2 years (24 months)?  
      / / Yes  / / No
      If yes, indicate amount. $             
                                -------------

  5.  Was there a withdrawal from this policy within the last 2 years 
      (24 months)?       / / Yes  / / No
      If yes, indicate amount. $             
                                -------------

  6.  I certify the policy which I plan to replace is lost.  / / Yes  / / No

  NOTE: YOU MAY PROVIDE ALL THIS INFORMATION ON A COPY OF THIS LETTER OR ON THE 
  CHECK STUB.


- -----------------------------------    -----------------------------------------
Name of Policy Owner (please print)    Agent's Name and Number (please print)

- -----------------------------------    -----------------------------------------
Signature of Policy Owner      Date    Signature of Agent                   Date

- -----------------------------------    -----------------------------------------
Policy Owner address                   Officer of Fortis Benefits           Date
                                       Signature

- ------------------------------------------
Signature if other than policy owner 
(spouse, collateral assignee, etc.)


95757 (2/97)



<PAGE>
FORTIS-REGISTERED TRADEMARK-
FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164
 
                                         BULK RATE
                                        U.S. POSTAGE
                                            PAID
                                      PERMIT NO. 3794
                                      MINNEAPOLIS, MN
 
   
PROSPECTUS
MAY 1, 1997
    
 
FORTIS
SERIES FUND, INC.
 
FORTIS
VUL500
<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 Statement filed on June 5, 1992.)

   
     Prospectus, consisting of    pages.
    

     Undertaking to File Reports. (Filed as a part of the initial filing of 
     this Form S-6 Registration Statement filed on June 5, 1992.)

     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 June 5, 1992.)

   
     Reasonableness Representation. Fortis Benefits Insurance Company 
     represents that the fees and charges deducted under the Policies 
     described in this Registration Statement, in the aggregate, are 
     reasonable in relation to the services rendered, the expenses expected 
     to be incurred, and the risks assumed by Fortis Benefits under the 
     Policies. Fortis Benefits bases its representation on its assessment 
     of all of the facts and circumstances, including such relevant factors 
     as: the nature and extent of such services, expenses and risks; the 
     need for Fortis Benefits to make a profit; the degree to which the 
     Policies include innovative features; and the regulatory standards for 
     exemptive relief under the Investment Company Act of 1940 used prior 
     to October 1996, including the range of industry practice.
    

     Signatures.

     Written Consents of the following persons:

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

          David A. Peterson, Esq. (Filed with Exhibit 3 below).

          Ernst & Young LLP, Independent Auditors

     The following exhibits:

     1A.  (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 No. 3(a) 
               to Post-Effective Amendment No. 9 to registrant's Form S-6 
               registration statement, File No. 33-28551, filed April 29, 1994.)

               --(b) Form of Dealer Sales Agreement. (Incorporated by reference 
               from Post-Effective Amendment No. 12 to registrant's 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) Specimen Flexible Premium Variable Life Insurance Policy 
               (Filed as part of Post-Effective Amendment No. 8 to this Form S-6
               registration statement filed on April 29, 1996).
    

               --(b) Form of Child Insurance Rider (Incorporated by reference 
               from Exhibit 1.A(5) to Pre-Effective Amendment No. 1 to 
               registrant's Form S-6 Registration Statement, File No. 33-03919, 
               filed on November 5, 1986).

               --(c) Forms of Waiver of Monthly Deductions Rider, Additional 
               Insured Rider and Primary Insured Rider (Incorporated by 
               reference from Exhibit 1.A(5)(c) to Pre-Effective Amendment No. 1
               to registrant's Form S-6 Registration Statement, File No. 
               33-28551, filed on August 18, 1989).

               --(d) Forms of Waiver of Selected Amount Rider, Exchange of 
               Policy Rider, Extend Maturity Date Rider and Accelerated Death 
               Benefit Rider. (Incorporated by reference from Exhibit 5(d) to 
               Post-Effective Amendment No. 33-28551, filed April 29, 1994.)

               --(e) Forms of Additional Insured Rider Plus and Primary 
               Insured Rider Plus. (Filed as part of Post-Effective Amendment 
               No. 7 to this Form S-6 registration statement filed on April 28, 
               1995.)

          (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. 
               (Incorporated by reference from Exhibit No. 10(a) to 
               Post-Effective Amendment No. 9 to registrant's Form S-6 
               registration statement, File No. 33-28551, filed April 29, 1994.)

               --(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.


<PAGE>

          3.   --Opinion and consent of counsel as to the legality of Securities
               being registered. (Filed as a part of the initial filing of this 
               Form S-6 Registration Statement filed on June 5, 1992.)

          4.   --Not applicable.

          5.   --Not applicable.

          6.   --(a) Opinion and consent of actuary. (Filed as a part of the 
               initial filing of this Form S-6 Registration Statement filed on 
               June 5, 1992.)

               --(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. (Filed as a part of the initial 
               filing of this Form S-6 Registration Statement 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.   --Not Applicable
    

          10.  --(a) Memorandum of Certain Procedures with Respect to Pricing 
               and Processing of Transactions Pursuant to Rule 6e-3(T)(b)(12) 
               (iii) (Incorporated by reference from Exhibit 10 to 
               Post-Effective Amendment No. 6 to registrant's Form S-6 
               Registration Statement, File No. 33-03919, filed on April 28, 
               1989).

               --(b) Supplemental Memorandum in connection with Exhibit 10(a) 
               (Incorporated by reference from Exhibit 10(b) to Post-Effective 
               Amendment No. 1 to registrant's Form S-6 Registration, File No. 
               33-28551, on April 30, 1990).

               --(c) Second Supplemental Memorandum in connection with 
               Exhibit 10(a). (Filed as part of Post-Effective Amendment No. 2 
               to this Form S-6 Registration Statement filed April 29, 1993).

               --(d) Third Supplemental Memorandum in connection with Exhibit 
               10(a). (Filed as part of Post-Effective Amendment No. 3 to this 
               Form S-6 Registration Statement filed February 28, 1994.)

          11.  --Power of Attorney for Messrs, Freedman, Gaddy, Mackin, Keller, 
               Clayton, Mahoney, Clancy, Meler and Greiter (Incorporated by 
               reference from Exhibit 11 to registrant's Form S-6 Registration 
               Statement, File No. 33-73138, filed on December 17, 1993).

   
          12.  --Not Applicable
    


<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, 1997. 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, 1997.
    

   /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, 1997.
    


                                        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 12, 1997 on the financial statements of 
Fortis Benefits Insurance Company and our report dated April 18, 1997 on the 
financial statements of Fortis Benefits Insurance Company Variable Account C 
(Account C) in Post-Effective Amendment No. 9 to the Registration Statement 
(Form S-6 No. 33-48266) and the related Prospectus of Fortis Benefits 
Insurance Company being filed under the Securities Act of 1933 and the 
Investment Company Act of 1940 for the registration of an indefinite amount 
of interests in Account C pursuant to variable life insurance policies.
    

   
/s/ Ernst & Young LLP
    
   
Minneapolis, Minnesota
April 25, 1997
    
<PAGE>

                              INDEX TO EXHIBITS

   
    

  6(b)        Supplemental Opinion and Consent of Actuary

   
    


<PAGE>

                                                                        [LOGO]

April 1, 1997



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 WEST

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







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