ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1999-04-30
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<PAGE>

                                                    Registration No. 33-11158
   
    
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
   
                     POST-EFFECTIVE AMENDMENT NO. 15
    
                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

                     OF SECURITIES OF UNIT INVESTMENT TRUST

                            REGISTERED ON FORM N-8B-2



ALLIANZ LIFE VARIABLE ACCOUNT A

- -------------------------------
(Exact Name of Trust)


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

- -----------------------------------------------
(Name of Depositor)


1750 Hennepin Avenue, Minneapolis, MN                55403-2195
- -----------------------------------------------      ----------
(Address of Depositor's Principal Executive Offices) (Zip Code)


Name and Address of Agent for Service
- -------------------------------------
Michael T. Westermeyer
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN  55403-2195

Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866


Title and amount of Securities being Registered:
    Individual Flexible Premium Variable Life Insurance Policies.

   
It is proposed that this filing will become effective:

     ___  immediately  upon filing  pursuant to paragraph(b) of Rule 485
     _X_  on May 1, 1999  pursuant to paragraph (b) of Rule 485
     ___  60 days after filing pursuant  to  paragraph  (a)(1)  of Rule  485
     ___  on  (date)  pursuant  to paragraph (a)(1) of Rule 485
    

If appropriate, check the following box:

     [     ] this post-effective amendment designates a new effective date for a
           previously filed post-effective amendment.


<PAGE>

                    CROSS REFERENCE TO ITEMS REQUIRED

                            BY FORM N-8B-2
   
<TABLE>
<CAPTION>
N-8B-2 ITEM                           CAPTION ON PROSPECTUS
- -----------                           ---------------------
<S>                                  <C>
1                                     The Company, The Separate Account

2                                     The Company

3                                     Not Applicable

4                                     Distributors

5                                     The Variable Account

6(a)                                  Not Applicable
 (b)                                  Not Applicable

9                                     Not Applicable

10                                    Purchases

11                                    Investment Choices

12                                    Investment Choices

13                                    Expenses

14                                    Purchases

15                                    The Separate Account

16                                    Investment Choices

17                                    Policy Account, Transfers

18                                    Purchases

19                                    Not Applicable

20                                    Not Applicable

21                                    Not Applicable

22                                    Not Applicable

23                                    Not Applicable

24                                    Not Applicable

25                                    The Company

26                                    The Company

27                                    The Company

28                                    The Company

29                                    The Company

30                                    The Company

31                                    Not Applicable

32                                    Not Applicable

33                                    Not Applicable

34                                    Not Applicable

35                                    The Company

37                                    Not Applicable

38                                    Distributors

39                                    Distributor

40                                    Not Applicable

41(a)                                 Distributor

42                                    Not Applicable

43                                    Not Applicable

44                                    Purchases

45                                    Not Applicable

46                                    Policy Account, Transfers

47                                    Not Applicable

48                                    Not Applicable

49                                    Not Applicable

50                                    Not Applicable

51                                    The Company

52                                    Investment Choices

53                                    Taxes, Federal Tax Status

54                                    Financial Statements

55                                    Not Applicable
</TABLE>
    
<PAGE>
   
 
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
 
                                   ISSUED BY
                        ALLIANZ LIFE VARIABLE ACCOUNT A
                                      AND
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
 
    This prospectus describes the Allianz ValueLife Flexible Premium Variable
Life Insurance Policy that we (Allianz Life Insurance Company of North America)
are offering.
 
    The policy is a variable benefit policy. We have designed the policy for use
in estate and retirement planning and other insurance needs of individuals.
 
    You, the policyowner, have a number of investment choices in the policy.
These investment choices include a fixed account (which is part of our general
account) as well as 17 variable options. When you buy a policy and allocate
funds to the variable options you are subject to investment risk. This means
that the value of your Policy Account may increase and decrease depending upon
the investment performance of the variable option(s) you select. Under some
circumstances, the death benefit and the duration of the policy will also
increase and decrease depending upon investment performance.
 
    Each variable option invests in one portfolio of Franklin Valuemark Funds.
The following 17 portfolios of Franklin Valuemark Funds are currently available
with the policy:
 
PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME
 
    Money Market Fund
 
PORTFOLIOS SEEKING CURRENT INCOME
 
    High Income Fund
 
    Templeton Global Income Securities Fund
 
    U.S. Government Securities Fund
 
PORTFOLIOS SEEKING GROWTH AND INCOME
 
    Global Utilities Securities Fund
 
    Growth and Income Fund
 
    Income Securities Fund
 
    Mutual Shares Securities Fund
 
    Real Estate Securities Fund
 
    Rising Dividends Fund
 
    Templeton Global Asset Allocation Fund
 
PORTFOLIOS SEEKING CAPITAL GROWTH
 
    Natural Resources Securities Fund
 
    Small Cap Fund
 
    Templeton Developing Markets Equity Fund
 
    Templeton Global Growth Fund
 
    Templeton International Equity Fund
 
    Templeton Pacific Growth Fund
 
    Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the Allianz ValueLife
Flexible Premium Variable Life Insurance Policy. The Securities and Exchange
Commission (SEC) maintains a Web site (http://www.sec.gov) that contains
information regarding companies that file electronically with the SEC.
 
    THE POLICY:
 
      - IS NOT A BANK DEPOSIT.
 
      - IS NOT FEDERALLY INSURED.
 
      - IS NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY.
 
    THE POLICY IS SUBJECT TO INVESTMENT RISK. YOU MAY BE SUBJECT TO LOSS OF
PRINCIPAL.
 
    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES NOR HAS IT DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
    This prospectus is not an offering of the securities in any state, country,
or jurisdiction in which we are not authorized to sell the policies. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.
 
Date: May 1, 1999
 
    
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                   PAGE
                                                 ---------
<S>                                              <C>
SPECIAL TERMS..................................          2
 
SUMMARY........................................          3
 
  The Variable Life Insurance Policy...........          3
 
  Purchases....................................          3
 
  Investment Choices...........................          3
 
  Expenses.....................................          4
 
  Death Benefit................................          5
 
  Taxes........................................          5
 
  Access to Your Money.........................          5
 
  Other Information............................          6
 
  Inquiries....................................          6
 
PART I
 
THE VARIABLE LIFE INSURANCE POLICY.............          7
 
PURCHASES......................................          7
  Premiums.....................................          7
  Application For a Policy.....................          7
  Planned Periodic Premiums....................          7
  Unscheduled Premiums.........................          7
  Grace Period.................................          7
  Reinstatement................................          8
  Allocation of Premium........................          9
  Policy Account...............................          9
  Method of Determining your Policy Account
    Allocated to a Variable Option.............          9
  Your Cash Value, Net Cash Value..............         10
  Our Right to Reject or Return a Premium
    Payment....................................         10
 
INVESTMENT CHOICES.............................         10
  Substitution and Limitations on Further
    Investments................................         11
  Transfers....................................         11
  Dollar Cost Averaging........................         12
 
EXPENSES.......................................         12
  Mortality and Expense Risk Charge............         12
  Administrative Charges.......................         12
  Insurance Risk Charges.......................         13
  Charges for Additional Benefit Riders........         13
  Surrender Charges............................         14
  Partial Surrender Fee........................         14
 
<CAPTION>
                                                   PAGE
                                                 ---------
<S>                                              <C>
  Premium Tax Charge...........................         14
  Transfer Fee.................................         14
  Income Tax Charge............................         14
  Franklin Valuemark Funds' Annual Expenses....         15
 
DEATH BENEFIT..................................         16
  Change in Death Benefit......................         16
  Change in Face Amount of Insurance...........         16
  Guaranteed Death Benefit Rider...............         17
  Accelerated Death Benefit Rider..............         18
 
TAXES..........................................         18
  Life Insurance in General....................         18
  Taking Money Out of Your Policy..............         18
  Diversification..............................         18
 
ACCESS TO YOUR MONEY...........................         19
  Policy Loans.................................         19
  Loan Interest Charged........................         19
  Loan Limit...................................         20
  Security.....................................         20
  Restrictions on Making Loans.................         20
  Repaying Policy Debt.........................         20
  Partial Surrenders...........................         20
  Full Surrenders..............................         21
 
OTHER INFORMATION..............................         21
  The Company..................................         21
  Year 2000....................................         21
  The Separate Account.........................         21
  Distributor..................................         22
  Suspension of Payments or Transfers..........         22
  Ownership....................................         22
 
PART II
  Executive Officers And Directors.............         24
  Voting.......................................         25
  Disregard of Voting Instructions.............         25
  Legal Opinions...............................         25
  Our Right to Contest.........................         25
  Federal Tax Status...........................         26
  Reports to Owners............................         29
  Legal Proceedings............................         29
  Experts......................................         29
  Financial Statements.........................         29
 
APPENDIX -- Illustrations of Policy Values.....        A-1
</TABLE>
 
                                       i
<PAGE>
                                 SPECIAL TERMS
 
    This prospectus is written in plain English to make it as understandable as
possible. However, by the very nature of the policy, certain technical words or
terms are unavoidable. We have identified some of these words or terms. For some
we have provided you with a definition. For the remainder, we believe that you
will find an adequate discussion in the text. We have identified these terms and
provided you with a page number that indicates where you will find the
explanation for the word or term. To help you find the word or term on the page
it is in italics.
 
Annual Guaranteed Coverage Premium.  Your Annual Guaranteed Coverage Premium is
equal to twelve times the Guaranteed Coverage Premium.
 
Cash Value.  Your Policy Account minus the surrender charge.
 
Face Amount of Insurance.  The amount of coverage chosen by you. This amount is
used to determine the death benefit. The minimum Face Amount of Insurance is
$100,000.
 
Guaranteed Coverage Premium.  Your Guaranteed Coverage Premium is a monthly
target premium amount which will vary by the issue age, sex and underwriting
classification of the insured as well as the amount and type of coverage. There
is a distinct Guaranteed Coverage Premium for the base policy and for each rider
attached to the base policy.
Insurance Risk Amount.  The excess of the death benefit over the value of your
Policy Account.
 
Net Cash Value.  The Cash Value of your Policy minus any Policy Debt you may
have outstanding.
 
Policy Account.  The sum of any amounts you may have in the fixed account and in
the variable options you have selected.
 
Policy Debt.  The total of any outstanding loans you have made on your policy,
including interest paid in advance for the current policy year.
 
Surrender Charge Premium.  The Surrender Charge Premium is equal to the Annual
Guaranteed Coverage Premium for a base policy death benefit coverage on a person
insured as a standard risk. The Surrender Charge Premium will vary with the
issue age, sex and smoking clarification of the insured as well as the face
amount of the base policy.
 
Total Guaranteed Coverage Premium.  The Total Guaranteed Coverage Premium is the
sum of the Guaranteed Coverage Premium of the base policy and the Guaranteed
Coverage Premium of any riders attached to the base policy. During the first ten
years after the policy is issued the Total Guaranteed Coverage Premium is used
in the Calculation of the Minimum Required Premium to keep the policy in force
regardless of fund performance.
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     -----
<S>                                               <C>
BENEFICIARY, CONTINGENT BENEFICIARY.............          22
BUSINESS DAY....................................          10
INSURED.........................................          16
ISSUE DATE......................................           8
MATURITY BENEFIT................................          23
MATURITY DATE...................................          23
MONTHLY ANNIVERSARY.............................           8
OWNER...........................................          22
POLICY MONTH....................................           8
POLICY YEAR, POLICY ANNIVERSARY.................           8
REALLOCATION DATE...............................           6
</TABLE>
 
                                       2
<PAGE>
    The Prospectus is divided into three sections: the Summary, Part I and Part
II. The sections in the Summary correspond to sections in Part I of this
Prospectus which discuss the topics in more detail. Part II contains even more
detailed information.
 
                                    SUMMARY
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
    The Allianz ValueLife variable life insurance policy is a contract between
you, the owner, and us, an insurance company. The policy provides for the
payment of a death benefit to your selected beneficiary upon the death of the
insured. This death benefit is distributed free from federal income taxes. The
policy can be used as part of your estate planning or used to save for
retirement. The insured is the person you chose to have his or her life insured
under the policy. You, the owner, can also be the insured, but you do not have
to be.
 
    The policy described in this prospectus is a flexible premium variable life
insurance policy. The policy is "flexible" because:
 
      - the frequency and amount of premium payments can vary;
 
      - you can choose between death benefit options; and
 
      - you can increase or decrease the amount of insurance coverage, all
        within the same policy of insurance.
 
    The policy is "variable" because the Policy Account, when allocated to the
variable options, may increase or decrease depending upon the investment results
of the selected variable options. Under certain circumstances, the death benefit
and the duration of your policy may also vary.
 
    During the life of the insured, you can surrender the policy for all or part
of its Net Cash Value. You may also obtain a policy loan, using the Policy
Account as security.
 
    We make available a number of riders to meet a variety of your estate
planning needs. See the "Death Benefit" section for a description of the
guaranteed death benefit rider and the accelerated benefit rider.
 
2.  PURCHASES
    You purchase the policy by completing the proper forms. Your registered
representative can help you complete the forms. In some circumstances, we may
contact you for additional information regarding the insured. We may require the
insured to provide us with medical records, physicians' statements or a complete
paramedical examination.
 
    The minimum initial premium we accept is computed for you based on the face
amount you request. The policy is designed for the payment of subsequent
premiums. You can establish planned periodic premiums. The minimum subsequent
premium that we accept is $25 ($50 in Maryland).
 
3.  INVESTMENT CHOICES
 
    You can put your money in the fixed account or in the variable options.
Currently, you may invest in a maximum of 7 investment choices (which include
the fixed account and any variable option you select) at any one time throughout
the life of the policy. Each variable option invests in one Class 1 share
portfolio of Franklin Valuemark Funds. The portfolios are listed below and are
described in the prospectus for Franklin Valuemark Funds.
 
    The following is a list of the portfolios available under the policy:
 
PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME
 
    Money Market Fund
 
PORTFOLIOS SEEKING CURRENT INCOME
 
    High Income Fund
    Templeton Global Income Securities Fund
    U.S. Government Securities Fund
 
                                       3
<PAGE>
PORTFOLIOS SEEKING GROWTH AND INCOME
 
    Global Utilities Securities Fund
    Growth and Income Fund
    Income Securities Fund
    Mutual Shares Securities Fund
    Real Estate Securities Fund
    Rising Dividends Fund
    Templeton Global Asset Allocation Fund
 
PORTFOLIOS SEEKING CAPITAL GROWTH
 
    Natural Resources Securities Fund
    Small Cap Fund
    Templeton Developing Markets Equity Fund
    Templeton Global Growth Fund
    Templeton International Equity Fund
    Templeton Pacific Growth Fund
 
4.  EXPENSES
 
    We make certain deductions from your premiums, your Policy Account and from
the variable options. These deductions are made for premium taxes, mortality and
expense risks, administrative expenses, sales charges and for providing life
insurance protection. There are also operating expenses of the portfolios. These
deductions are summarized as follows:
 
        Charge for Premium Taxes.  This charge is for state and local premium
    taxes (in states which charge a premium tax). It is also used to pay for
    other expenses associated with premium collection. The charge is deducted
    from each premium payment. The charge is equal to 2.5% of each premium
    payment and approximates our average expenses associated with premium
    collection.
 
        Mortality and Expense Risk Charge.  This risk charge is guaranteed not
    to exceed, on an annual basis, 0.90% of your average Policy Account value
    and is deducted each business day. The current risk charge is 0.60%.
 
        Administrative Charges.  These charges are equal to:
 
            1)  0.15%, on an annual basis, of your average Policy Account value
        and is deducted each business day; plus
 
            2)  $20 per policy month for the first policy year, and $9 per
        policy month guaranteed thereafter. Currently, the charge is $5 per
        policy month after the first policy year. These amounts are deducted
        from your Policy Account on the monthly anniversary date.
 
        Charges for Additional Benefit Riders. The amount of the charge, if any,
    each policy month for additional benefit riders is determined in accordance
    with the rider and is shown on the coverage page of your policy.
 
        Insurance Risk Charge.  On each monthly anniversary date, we deduct from
    your Policy Account the cost of insurance for the next policy month. This
    charge provides death benefit protection.
 
        Surrender Charges.  A surrender charge may be deducted in the event you
    make a full or partial surrender of your Policy Account. The surrender
    charges contain: a deferred administrative expense and a deferred sales
    load. The deferred administrative expense is $5.00 per $1,000 of Face Amount
    of Insurance for the first 3 policy years, then grades to zero over policy
    years 4 through 13. The deferred sales load is the lesser of 30% of the
    Surrender Charge Premium, plus 5% of all premiums over the Surrender Charge
    Premium (SCP), or the following percentage of SCP:
 
<TABLE>
<CAPTION>
YEARS                      % OF SCP
- ------------------------  -----------
<S>                       <C>
1-8.....................         65%
 9......................         60%
 10.....................         55%
 11.....................         44%
 12.....................         33%
 13.....................         22%
 14.....................         11%
 15+....................          0%
</TABLE>
 
        The SCP is equal to the Annual Guaranteed Coverage Premium for the base
    policy death benefit for a life insured at standard risk. The SCP will vary
    with the issue age, sex, and smoking classification of the insured, and the
    face amount of the base policy.
 
                                       4
<PAGE>
        Partial Surrender Fee.  If you surrender only a portion of the Net Cash
    Value at any time during the insured's lifetime, there is an administrative
    fee assessed. The fee is currently equal to the lesser of $25 or 2% of the
    partial surrender amount you take out of the policy.
 
        You may make a partial surrender once each policy year that does not
    exceed 10% of the Net Cash Value without incurring a surrender charge or the
    partial surrender fee.
 
        Transfer Fee.  You may transfer values from one variable option to
    another, or to or from the fixed account. The first 12 transfers in a policy
    year are free. The fee for each additional transfer is the lesser of $25 or
    2% of the amount transferred. Prescheduled automatic dollar cost averaging
    transfers are not counted.
 
        Other Expenses.  There are deductions from and operating expenses paid
    out of the assets of the portfolios of Franklin Valuemark Funds.
 
5.  DEATH BENEFIT
 
    The amount of the death benefit depends on:
 
      - the Face Amount of Insurance of your policy;
 
      - the death benefit option in effect at the time of death; and
 
      - under some circumstances, the value of your Policy Account.
 
    There are two death benefit options: Option A and Option B. If death benefit
Option A is in effect, the death benefit is the greater of your total Face
Amount in effect or your Policy Account multiplied by the applicable factor.
Under this option, the amount of the death benefit is fixed, except when we use
the factor to determine the benefit percentage.
 
    If death benefit Option B is in effect, the death benefit is the greater of
your total Face Amount of Insurance in effect plus the Policy Account or the
Policy Account multiplied by the applicable factor. Under this option, the
amount of the death benefit is variable.
 
    Under certain circumstances you can change death benefit options. You can
also change the Face Amount of Insurance under certain circumstances.
 
    At the time of application for a policy, you designate a beneficiary. The
beneficiary is the person or persons who will receive the death proceeds. You
can change your beneficiary unless you have designated an irrevocable
beneficiary. The beneficiary does not have to be a natural person.
 
6.  TAXES
 
    Your policy has been designed to comply with the definition of life
insurance in the Internal Revenue Code. As a result, the death proceeds paid
under the policy should be excludable from the gross income of your beneficiary.
Any earnings in your policy are not taxed until you take them out. The tax
treatment of the loan proceeds and surrender proceeds will depend on whether the
policy is considered a Modified Endowment Contract (MEC). Proceeds taken out of
a MEC are considered to come from earnings first and are includible in taxable
income. If you are younger than 59 1/2 when you take money out of a MEC, you may
also be subject to a 10% federal tax penalty on the earnings withdrawn.
 
7.  ACCESS TO YOUR MONEY
 
    You can terminate your policy at any time and we will pay you the Net Cash
Value. At any time during the insured's life and before your policy has
terminated, you may surrender a part of your Net Cash Value subject to the
requirements of the policy. When you terminate your policy or make a partial
surrender, a surrender charge may be assessed. Also, when you make a partial
surrender we assess a partial surrender fee of $25 or 2% of the partial
surrender amount, whichever is less. Once each policy year, on a non-cumulative
basis, you may make a free partial surrender up to 10% of your unloaned Policy
Value.
 
    You can also borrow some of your Policy Value.
 
                                       5
<PAGE>
8.  OTHER INFORMATION
 
        Free Look.  You can cancel the policy within 20 days after you receive
    it (or whatever period is required in your state) or the 45th day after you
    sign your application. We will refund all premiums paid less any Policy
    Debt. When we receive your initial net premium, we will allocate it to the
    suspense account until the issue date. When the Policy is issued, your
    initial net premium will be allocated to the Money Market Fund until the
    REALLOCATION DATE, which occurs 30 days after the policy is issued and
    mailed. After that, we will invest your Policy Account value and any
    subsequent premiums as you requested.
 
        Purchasing Considerations.  The policy is designed for individuals and
    businesses that have a need for death protection but who also desire to
    potentially increase the values in their policies through investment in the
    variable options. The policy offers the following to individuals:
 
      - create or conserve one's estate;
 
      - supplement retirement income; and
 
      - access to funds through loans and surrenders.
 
    If you currently own a variable life insurance policy on the life of the
insured, you should consider whether the purchase of the policy described in
this prospectus is appropriate. Replacement of an existing policy with this
policy may not be advantageous to your situation.
 
    Also, you should carefully consider whether the policy should be used to
replace an existing policy on the life of the insured.
 
    Additional Features.  The following additional features are offered:
 
      - You can arrange to have a regular amount of money automatically
        transferred from the Money Market Fund or the U.S. Government Securities
        Fund to selected variable options each month, theoretically giving you a
        lower average cost per unit over time than a single one time purchase.
        We call this feature the dollar cost averaging option.
 
      - If the insured becomes terminally ill, we will pay you a portion of the
        death benefit. We call this feature the accelerated death benefit rider.
 
      - If you pay a certain required premium, we guarantee that the policy will
        not lapse even if your Policy Account value is not sufficient to cover
        the monthly deductions. We call this feature the guaranteed minimum
        death benefit rider.
 
      - We also offer a number of additional riders that are common to life
        insurance policies.
 
    These features and riders may not be available in your state and may not be
suitable for your particular situation.
 
9.  INQUIRIES
 
    If you need more information about buying a policy, please contact us at:
 
    Allianz Life Insurance Company of
      North America
 
    1750 Hennepin Avenue
 
    Minneapolis, MN 55403
 
    (800) 542-5427
 
    If you need policyowner service (such as changes in policy information,
inquiry into Policy Account values, or to make a loan), please contact us at our
service center:
 
    Allianz Life ValueLife Service Center
 
    c/o CSC Financial Services Group
 
    5525 LBJ Freeway, Suite 500
 
    Dallas, TX 75240-6211
 
    or
 
    P.O. Box 219066
 
    Dallas, TX 75221
 
    (800) 525-7330
 
                                       6
<PAGE>
                                     PART I
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
    The Allianz ValueLife variable life insurance policy is a contract between
you, the owner, and us, an insurance company. This kind of policy is most
commonly used for retirement planning and/or estate planning.
 
    The policy provides for life insurance coverage on the insured. It has
Policy Account values, a death benefit, surrender rights, loan privileges and
other characteristics associated with traditional and universal life insurance.
However, since the policy is a variable life insurance policy, the value of your
policy will increase or decrease depending upon the investment experience of the
variable option(s) you choose. The duration or amount of the death benefit may
also vary based on the investment performance of the underlying portfolios of
Franklin Valuemark Funds. To the extent you select any of the variable options,
you bear the investment risk. If your Net Cash Value is insufficient to pay the
monthly deductions, the policy may terminate. However, if you have paid the
Guaranteed Coverage Premium and have not taken out a loan, your policy will not
lapse even if your Net Cash Value is insufficient to pay the monthly deductions.
 
    Because the policy is like traditional and universal life insurance, it
provides a death benefit which is paid to your named beneficiary. When the
insured dies, the death proceeds are paid to your beneficiary. These proceeds
should be excludable from the gross income of the beneficiary, however estate
taxes may apply. The tax-free death proceeds makes this an excellent way to
accumulate money you do not think you will use in your lifetime. It is also a
tax-efficient way to provide for those you leave behind. If you need access to
your money, you can borrow from the policy or make a total or partial surrender.
 
2.  PURCHASES
PREMIUMS
 
    We will send you your policy only after you pay the initial premium. Before
we send out the policy, the application and the premium must be in good order as
determined by our administrative rules. The policy is not designed for
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers.
 
APPLICATION FOR A POLICY
 
    In order to purchase a policy, you must submit an application to us that
requests information about the proposed insured. In some cases, we will ask for
additional information. We may request that the insured provide us with medical
records, a physician's statement or possibly require other medical tests.
 
PLANNED PERIODIC PREMIUMS
 
    The policy is designed to allow you to make subsequent premium payments. You
can elect to make planned periodic premium payments. Planned periodic premiums
may be paid annually, semi-annually, quarterly or monthly. You select the
planned periodic premium and payment interval at the time of application. You
may change the amount and frequency of premiums. We have the right to limit the
amount of any increase. Each premium after the initial premium must be at least
$25 ($50 in Maryland). Except in Maryland, we may increase this minimum amount
90 days after we send you a written notice to that effect.
 
UNSCHEDULED PREMIUMS
 
    You can make additional unscheduled premium payments at any time while the
policy is in force. However, in order to preserve the favorable tax status of
the policy, we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the U.S. tax laws.
 
GRACE PERIOD
 
    When a policy is about to terminate, under some circumstances, the policy
provides a grace period in order for you to make a premium payment or a loan
repayment in order to keep your policy in force.
 
                                       7
<PAGE>
    During the first 10 policy years (5 years in Massachusetts), a grace period
will begin on your monthly anniversary date when:
 
      - your Net Cash Value is not large enough to cover the monthly deduction
        made on that date; and
 
      - your adjusted premium payments are less than your accumulated Guaranteed
        Coverage Premiums.
 
    Your adjusted premium payments as of the monthly anniversary date equal:
 
      - the total of your premium payments received by us; minus
 
      - any partial surrenders you have made to date; minus
 
      - any Policy Debt.
 
    Your accumulated Guaranteed Coverage Premiums as of the monthly anniversary
date equal:
 
      - the total Guaranteed Coverage Premium; multiplied by
 
      - one plus the number of months the policy has been in force as of that
        monthly anniversary date.
 
    If you have not had the same total Guaranteed Coverage Premium in effect
every month, your accumulated Guaranteed Coverage Premiums will be based on the
different premiums that were in effect and the number of months for which each
applied.
 
    During the first 10 policy years (5 years in Massachusetts), the premium
payment that you need to make to keep your policy from terminating at the end of
the grace period is the lesser of:
 
      - three monthly deductions; or
 
      - the accumulated Guaranteed Coverage Premiums for the monthly anniversary
        date when the grace period began minus adjusted premium payments as of
        that date.
 
    After the first 10 policy years (5 years in Massachusetts), a grace period
will begin on the monthly anniversary date when your Net Cash Value is not large
enough to cover the monthly deductions to be made on that date.
 
    After the first 10 policy years (5 years in Massachusetts), the premium
required to keep the Policy from terminating at the end of a grace period equals
three monthly deductions.
 
    When your policy is in a grace period, we will continue the policy for 61
days. If your insured dies during a grace period, we will deduct the premium
that would have been required to keep your policy from terminating from the
amount we would otherwise pay out.
 
    Your policy will terminate without value at the end of a grace period unless
we receive a premium payment during the grace period large enough to keep your
policy from terminating at the end of that grace period.
 
    We will notify you in writing at least 31 days before a grace period ends.
This notice will show how much must be paid to keep the policy from terminating.
We send notices to the last address you have given us.
 
    Your first POLICY YEAR starts on the day the coverage is effective under
your policy. We call that date the ISSUE DATE. Future policy years start on the
same day and month in each subsequent year. We call that date a POLICY
ANNIVERSARY. Your first POLICY MONTH starts on the issue date. Future policy
months start on the same day in each subsequent month. We call that date a
MONTHLY ANNIVERSARY.
 
REINSTATEMENT
 
    If your policy terminated at the end of a grace period, you can request that
we reinstate it (restore your insurance coverage) anytime within 5 years after
its termination. To reinstate your policy you must:
 
      - submit an application for reinstatement;
 
      - submit proof satisfactory to us that the insured is still insurable at
        the risk classification that applies for the latest Face Amount of
        Insurance portion then in effect;
 
      - pay or agree to reinstatement of any Policy Debt; and
 
                                       8
<PAGE>
      - pay the premium required to reinstate the policy.
 
    The premium required to reinstate the policy equals the total of the
following amounts:
 
      - the amounts that would have been required for the policy to continue in
        force without entering into a grace period for each month during the
        grace period; and
 
      - the amount that will be required for the policy to continue in force
        without entering a grace period for the next 3 months after the
        reinstatement date.
 
    The reinstatement date is the monthly anniversary date on or following the
day we approve the application for reinstatement. The Policy Account on the
reinstatement date is equal to the Policy Account on the monthly anniversary
date when the grace period ended. The surrender charge on the reinstatement date
is equal to the surrender charge on the monthly anniversary date when the grace
period ended.
 
    The policy may not be reinstated after:
 
      - it has been surrendered for its Net Cash Value;
 
      - the insured's death; or
 
      - the maturity date.
 
ALLOCATION OF PREMIUM
 
    Your premium is allocated to the fixed account or one or more of the
variable options, as selected by you. Prior to the reallocation date, the
initial premium is allocated to the Money Market Fund.
 
    On the reallocation date, the Policy Account is allocated to the fixed
account and/or the variable options in accordance with your selections. This
allocation is not subject to the transfer fee provision (see "transfer fee").
However, we reserve the right to limit the number of investment choices
(currently, 17 variable options and the fixed account) that you may invest in at
any one time. Currently, you may invest in a maximum of 7 investment choices
(which include the fixed account and any variable option you select) at any one
time throughout the life of the policy.
 
POLICY ACCOUNT
 
    On the issue date, the value of your Policy Account is:
 
      - your initial premium less the charge for premium taxes, less the initial
        insurance risk charge and less the initial charge for any additional
        benefit riders; minus
 
      - the monthly deduction for the first policy month.
 
    After the reallocation date the Policy Account equals the sum of the policy
amounts in the fixed account and in the variable options you have selected.
 
METHOD OF DETERMINING YOUR POLICY ACCOUNT ALLOCATED TO A VARIABLE OPTION
 
    The value of your policy will go up or down depending upon the investment
performance of the variable option(s) you choose and the charges and deductions
made against your Policy Account. In order to keep track of the value of your
Policy Account, we use a unit of measure we call a valuation unit. (A valuation
unit works like a share of a mutual fund.)
 
    Every day we determine the value of the valuation unit for each variable
option. We do this by:
 
      - determining the total amount of money invested by all policyowners in
        the particular variable option;
 
      - subtracting from that amount all the charges that we make from the value
        of the variable option. These charges are:
 
        - the daily mortality and expense risk charge;
 
        - the daily charge for the administrative charge deducted from the
          variable options; and
 
        - any charge for taxes or other similar deductions.
 
      - dividing this amount by the number of outstanding valuation units.
 
    The value of a valuation unit may go up or down from day to day.
 
                                       9
<PAGE>
    When you make a premium payment, we credit your policy with valuation units.
The number of valuation units credited is determined by dividing the amount of
premiums allocated to the variable option by the value of the valuation unit for
that variable option.
 
    When we assess any charges we do so by deducting valuation units from your
policy. When you take a loan we reduce the number of the valuation units in your
policy and transfer the amount to the fixed account.
 
    Our BUSINESS DAY is each day that the New York Stock Exchange is open for
business. Our business day closes when the New York Stock Exchange closes,
usually 4:00 p.m. Eastern Time.
 
YOUR CASH VALUE, NET CASH VALUE
 
    Your Cash Value equals:
 
      - your Policy Account; minus
 
      - the surrender charges.
 
    Your Net Cash Value equals:
 
      - the Cash Value; minus
 
      - any Policy Debt you may have incurred.
 
    During your insured's life, you may:
 
      - take loans based on the Cash Value;
 
      - make partial surrenders; or
 
      - surrender the policy for its Net Cash Value.
 
OUR RIGHT TO REJECT OR RETURN A PREMIUM PAYMENT
 
    In order to receive the tax treatment for life insurance under the Internal
Revenue Code (Code), a policy must initially qualify and continue to qualify as
life insurance under the Code. To maintain this qualification, we have reserved
the right under the policy to return any premiums paid which we have determined
will cause the policy to fail as life insurance. We also have the right to make
changes in the policy or to make a distribution to the extent we determine this
is necessary to continue to qualify the policy as life insurance. Such
distributions may have current income tax consequences to you.
 
    If subsequent premiums will cause your policy to become a Modified Endowment
Contract (MEC), we will contact you prior to applying the premium to your
policy. If you elect to have the premium applied, we require that you
acknowledge in writing that you understand the tax consequences of a MEC before
we will apply the premiums.
 
3.  INVESTMENT CHOICES
 
    The policy offers variable options which invest in Class 1 shares of
portfolios of Franklin Valuemark Funds. Franklin Valuemark Funds (Trust) is
comprised of 25 portfolios, 17 of which are currently available in connection
with the policy we are offering here.
 
    PURCHASERS SHOULD READ THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS FOR
FRANKLIN VALUEMARK FUNDS CAREFULLY BEFORE INVESTING. CERTAIN PORTFOLIOS ARE NOT
AVAILABLE UNDER THE POLICY OFFERED BY THIS PROSPECTUS.
 
    The Trust is the mutual fund underlying the policy. Each portfolio has its
own investment objective. The Trust issues two classes of shares which are
described in the attached Trust prospectus. Only Class 1 shares are available
with your policy. Investment managers for each portfolio are listed in the table
below and are as follows: Franklin Advisers, Inc. (FA), Franklin Advisory
Services, LLC (FAS), Franklin Mutual Advisers, LLC (FMA), Templeton Asset
Management Ltd. (TAM), and Templeton Global Advisors Limited (TGA). Certain
managers have retained one or more affiliated subadvisers to help them manage
the portfolios.
 
                                       10
<PAGE>
    The following is a list of the portfolios available under the policy:
 
<TABLE>
<CAPTION>
                                             INVESTMENT
AVAILABLE PORTFOLIOS                          MANAGERS
<S>                                          <C>
- --------------------------------------------------------
PORTFOLIO SEEKING CAPITAL PRESERVATION AND
INCOME
  Money Market Fund........................          FA
 
PORTFOLIOS SEEKING CURRENT INCOME
  High Income Fund.........................          FA
  Templeton Global Income Securities
    Fund...................................          FA
  U.S. Government Securities Fund..........          FA
 
PORTFOLIOS SEEKING GROWTH AND INCOME
  Global Utilities Securities Fund.........          FA
  Growth and Income Fund...................          FA
  Income Securities Fund...................          FA
  Mutual Shares Securities Fund............         FMA
  Real Estate Securities Fund..............          FA
  Rising Dividends Fund....................         FAS
  Templeton Global Asset Allocation Fund...         TGA
 
PORTFOLIOS SEEKING CAPITAL GROWTH
  Natural Resources Securities Fund........          FA
  Small Cap Fund...........................          FA
  Templeton Developing Markets Equity
    Fund...................................         TAM
  Templeton Global Growth Fund.............         TGA
  Templeton International Equity Fund......          FA
  Templeton Pacific Growth Fund............          FA
</TABLE>
 
    Franklin Valuemark Funds serves as the underlying mutual fund for variable
life insurance policies we offer and variable annuity contracts offered by us
and our affiliates. Franklin Valuemark Funds believes that offering its shares
in this manner will not be disadvantageous to you.
 
SUBSTITUTION AND LIMITATIONS ON FURTHER INVESTMENTS
 
    We may substitute one of the variable options you have selected with another
variable option. We will not do this without the prior approval of the
Securities and Exchange Commission. We may also limit further investment in a
variable option. We will give you notice of our intention to do this.
 
TRANSFERS
 
    At your request, we will transfer amounts from your Policy Account in any
variable option to another variable option, or to the fixed account. The minimum
amount that can be transferred is the lesser of the minimum transfer amount
(currently $500) or the total value in that variable option. You may transfer on
any policy anniversary an amount from the unloaned value in the fixed account to
one or more variable options.
 
    However, transfers out of the fixed account can be made only if:
 
      - we receive the request at least 30 days before that policy anniversary;
        and
 
      - the amount requested is not more than the greater of 25% of the unloaned
        value in the fixed account on that anniversary or the minimum transfer
        amount.
 
    We will not transfer more than the unloaned value from the fixed account.
The minimum amount that we will transfer from the fixed account on any policy
anniversary is the lesser of the minimum transfer amount, currently $500, or the
unloaned value in the fixed account on that date.
 
    You can make 12 transfers in a policy year without charge. We may charge a
transfer fee for additional transfers in a policy year. The current transfer fee
is the lesser of $25 or 2% of the amount transferred. You may tell us how much
of the transfer fee is to come from the unloaned value in the fixed account and
from the values in each of the variable options. If you do not tell us, we will
make a deduction proportionally based on the relation the unloaned values in the
fixed account and the value in the variable options have to the total unloaned
value in the Policy Account.
 
    We have not designed this policy or the underlying portfolios for use by
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers. Such activity may be disruptive to a
portfolio.
 
                                       11
<PAGE>
    You may elect to make transfers by telephone. To elect this option, you must
do so in writing. If there are joint owners, the instructions will be accepted
from either one of the joint owners unless you inform us otherwise. We will use
reasonable procedures to confirm that instructions communicated by telephone are
genuine. If we do not, we may be liable for any losses due to unauthorized or
fraudulent instructions. We tape record all telephone instructions.
 
DOLLAR COST AVERAGING
 
    Dollar Cost Averaging is a program which enables you to transfer specified
dollar amounts from the Money Market Fund or the U.S. Government Securities Fund
to other portfolios (maximum of 5) at regular intervals. By allocating on a
regularly scheduled basis, you may be less susceptible to the impact of market
fluctuations.
 
    Dollar Cost Averaging may be selected for a period of 12 to 36 months. The
minimum amount per period that can be transferred is $1,000. All dollar cost
averaging transfers are made effective the 10th of the month (or the next
business day if the 10th of the month is not a business day). You can elect to
participate in this program at any time by:
 
      - properly completing the Dollar Cost Averaging election form;
 
      - returning it to us by the first of the month (to be effective that
        month); and
 
      - insuring that sufficient value is in either the Money Market Fund or the
        U.S. Government Securities Fund.
 
    Dollar Cost Averaging will terminate when any of the following occurs:
 
        1)  the number of designated transfers has been completed;
 
        2)  you do not have enough money in the Money Market Fund or the U.S.
    Government Securities Fund to make the transfer (if less money is available,
    that amount will be dollar cost averaged and the program will end);
 
        3)  you request termination in writing and the writing is received by
    the first of the month; or
 
        4)  your policy is terminated.
 
    There is no current charge for Dollar Cost Averaging but we reserve the
right to charge for this program in the future.
 
4.  EXPENSES
 
    There are charges and other expenses associated with the policy that reduce
the return on your investment in the policy. The charges and expenses are:
 
MORTALITY AND EXPENSE RISK CHARGE
 
    We deduct a mortality and expense risk charge from each variable option each
business day. This risk charge is guaranteed not to exceed, on an annual basis,
0.90% of your average Policy Account value. The current risk charge is equal to
0.60%.
 
    This risk charge compensates us for assuming the mortality and expense risks
under the policy. The mortality risk assumed by us is that the insureds, as a
group, may not live as long as expected. The expense risk assumed by us is that
actual expenses may be greater than those assumed. We are responsible for the
administration of the policy. We expect to profit from this charge.
 
ADMINISTRATIVE CHARGES
 
    We deduct administrative charges from each variable option each business day
and from your Policy Account on each monthly anniversary date. The charge is
equal, on an annual basis, to 0.15% of your average Policy Account value. There
is also a policy charge which is equal to $20 per policy month for the first
policy year. Thereafter, it is guaranteed to not exceed $9 per policy month.
Currently, the charge is $5 per policy month after the first policy year.
 
    The charges reimburse us for expenses incurred in the administration of the
policies. Such expenses include: confirmations, annual account statements,
maintenance of policy records, maintenance of variable account records,
administrative personnel costs, mailing costs, data processing costs, legal
fees, accounting fees, filing fees, the costs of other services necessary for
policy owner servicing and all accounting, valuation, regulatory and updating
requirements.
 
                                       12
<PAGE>
INSURANCE RISK CHARGES
 
    This charge compensates us for the insurance coverage we provide in the
month following the charge. The insurance risk charge for each policy month
equals the total of the insurance risk charges for the policy month for each
Face Amount of Insurance portion then in effect. To determine the insurance risk
charge for a Face Amount of Insurance portion for a policy month, we multiply:
 
      - the Insurance Risk Amount for the Face Amount of Insurance portion for
        that month; by
 
      - the cost of insurance rate that applies to the Face Amount of Insurance
        portion for that month.
 
    The Insurance Risk Amount for a Face Amount of Insurance portion for a
policy month equals the excess of:
 
      - the death benefit associated with that Face Amount of Insurance portion;
        over
 
      - the value of the Policy Account at the beginning of the policy month,
        before the monthly deduction for the month is subtracted.
 
    The cost of insurance rate for a Face Amount of Insurance portion for a
policy month equals the sum of:
 
      - the standard cost of insurance rate for that month from the table of our
        standard cost of insurance rates; and
 
      - an additional rate for any extra mortality risk classification that
        applies for the Face Amount of Insurance portion.
 
    The additional rate for an extra mortality risk classification for any
policy month equals the amount of extra mortality that the risk classification
represents for that month.
 
    The total cost of insurance rate for a policy month will be uniform for all
Face Amount of Insurance portions that:
 
      - are in the same Face Amount band, sex, and risk classification;
 
      - take effect when the insureds are the same age; and
 
      - have been in force the same length of time.
 
    We may change our standard cost of insurance rates from time to time based
on our expectations as to future cost elements such as: investment earnings,
mortality, persistency, expenses and taxes. Any change we make will apply to all
Face Amount portions in the same risk classification.
 
    The declared standard cost of insurance rates for each policy month will not
be more than the amount shown in the table contained in your policy. The table
is based on the insured's age at his or her last birthday at the beginning of
each year (attained age), the insured's sex and whether or not the insured has
qualified for the non-smoker classification. For the initial Face Amount of
Insurance, the insured's attained age is determined at the beginning of each
policy year. For each Face Amount increase, attained age is determined at the
beginning of each policy year measured from the date the increase took effect.
 
    Since the mortality tables used with the policy distinguish between males
and females, the cost of insurance and the benefits payable will differ between
males and females of the same age. Employers, employee plans and employee
organizations should seek legal advice to determine whether the Civil Rights Act
of 1964, Title VII, or other applicable law prohibits the use of sex distinct
mortality tables. We will offer the policy based upon unisex mortality tables
where required.
 
CHARGES FOR ADDITIONAL BENEFIT RIDERS
 
    The amount of the charge, if any, each policy month for additional benefit
riders is determined in accordance with the rider and is shown on the coverage
page of your policy.
 
SURRENDER CHARGES
 
    A surrender charge may be deducted if you make a full or partial surrender.
The surrender charge consists of 2 parts: a deferred administrative expense and
a deferred sales load. The maximum surrender charge varies by issue age, face
amount, sex, smoking status, and contract duration. This charge will never
exceed the sum of the deferred administrative expense and the deferred sales
load, assuming the Surrender
 
                                       13
<PAGE>
Charge Premium (SCP) is paid yearly during the first fifteen years.
 
    The deferred administrative expense is $5.00 per $1,000 of Face Amount of
Insurance for the first 3 policy years. The charge then grades down to zero over
policy years 4 through 13.
 
    The deferred sales load is the lesser of 30% of the Surrender Charge Premium
(SCP), plus 5% of all premiums over the SCP, or the following percentage of SCP.
 
<TABLE>
<CAPTION>
YEARS                                           % OF SCP
- --------------------------------------------  -------------
<S>                                           <C>
1-8.........................................           65%
 9..........................................           60%
 10.........................................           55%
 11.........................................           44%
 12.........................................           33%
 13.........................................           22%
 14.........................................           11%
 15+........................................            0%
</TABLE>
 
    The SCP is equal to the Annual Guaranteed Coverage Premium for the base
policy death benefit coverage of a standard mortality risk. The SCP varies with
the issue age, sex, and smoking classification of the insured as well as the
Face Amount of the base policy. The SCP will not exceed the amount shown in the
following table.
 
<TABLE>
<CAPTION>
ISSUE AGE                                     PER $1,000
- -------------------------------------------  -------------
<S>                                          <C>
 0-29......................................    $       6
30-39......................................    $      11
40-49......................................    $      21
50-59......................................    $      40
60-69......................................    $      75
70-80......................................    $     150
</TABLE>
 
    For some higher issue ages, the Standard Non-Forfeiture Law of the state
where the policy is delivered may limit surrender charges to amounts less than
those defined above.
 
    The surrender charge may also be deducted in the event of a decrease in Face
Amount.
 
    The surrender charge at any time during the first policy year equals the
surrender charge at the end of the year. The surrender charge during any
subsequent policy year is calculated based on end of year surrender charges and
the portion of the year that has been completed.
 
    When the policy terminates, your Policy Account may be less than the
surrender charge. If this happens, you will not have to pay the difference. If
the policy is reinstated, the surrender charge will also be reinstated.
 
PARTIAL SURRENDER FEE
 
    If you surrender only a portion of your Net Cash Value at any time during
the insured's lifetime, there is an administrative fee assessed. This fee is
currently equal to the lesser of $25 or 2% of the partial surrender amount. You
can make a partial surrender once each policy year that does not exceed 10% of
the Net Cash Value without incurring a surrender charge or the partial surrender
fee.
 
PREMIUM TAX CHARGE
 
    This charge is used to pay for premium taxes charged by some states and
other governmental entities (E.G., municipalities). Allianz Life is responsible
for the payment of these taxes and will make a deduction from the value of the
policy for them. This charge is also used to pay for other expenses associated
with premium collection. The charge is equal to 2.5% of each premium payment.
 
TRANSFER FEE
 
    You may transfer values from one variable option to another, or to or from
the fixed account. The first 12 transfers in a policy year are free. The fee for
each additional transfer is currently the lesser of $25 or 2% of the amount
transferred. Prescheduled automatic dollar cost averaging transfers are not
counted nor is the transfer of the initial premium at the end of the free look
period counted when we determine transfer fees.
 
INCOME TAX CHARGE
 
    We do not currently assess any charge for income taxes. We reserve the right
to assess a charge for such taxes against the variable options or your Policy
Account if we determine that such taxes will be incurred.
 
                                       14
<PAGE>
FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES
(as a percentage of Franklin Valuemark Funds' average net assets)
 
    The Management and Portfolio Administration Fees and Total Annual Expenses
for each Portfolio are based on a percentage of that Portfolio's average net
assets for the most recent fiscal year. See the prospectus for Franklin
Valuemark Funds for more information.
 
<TABLE>
<CAPTION>
                                                                           MANAGEMENT AND
                                                                              PORTFOLIO
                                                                           ADMINISTRATION         OTHER       TOTAL ANNUAL
                                                                               FEES(1)          EXPENSES        EXPENSES
                                                                         -------------------  -------------  ---------------
<S>                                                                      <C>                  <C>            <C>
Global Utilities Securities Fund.......................................             .47%              .03%            .50%
Growth and Income Fund.................................................             .47%              .02%            .49%
High Income Fund.......................................................             .50%              .03%            .53%
Income Securities Fund.................................................             .47%              .02%            .49%
Money Market Fund......................................................             .51%              .02%            .53%
Mutual Shares Securities Fund..........................................             .74%              .03%            .77%
Natural Resources Securities Fund......................................             .62%              .02%            .64%
Real Estate Securities Fund............................................             .52%              .02%            .54%
Rising Dividends Fund..................................................             .70%              .02%            .72%
Small Cap Fund.........................................................             .75%              .02%            .77%
Templeton Developing Markets Equity Fund...............................            1.25%              .16%           1.41%
Templeton Global Asset Allocation Fund.................................             .80%              .04%            .84%
Templeton Global Growth Fund...........................................             .83%              .05%            .88%
Templeton Global Income Securities Fund................................             .57%              .06%            .63%
Templeton International Equity Fund....................................             .80%              .08%            .88%
Templeton Pacific Growth Fund..........................................             .99%              .11%           1.10%
U.S. Government Securities Fund........................................             .48%              .02%            .50%
</TABLE>
 
- ------------------
 
1.  The Portfolio Administration Fee is a direct expense for the Templeton
    Global Asset Allocation Fund and the Mutual Shares Securities Fund; other
    portfolios pay for similar services indirectly through the Management Fee.
    See "Management" in the Franklin Valuemark Funds prospectus for further
    information regarding these fees.
 
                                       15
<PAGE>
5.  DEATH BENEFIT
 
    The amount of the death benefit depends on the total Face Amount of
Insurance, your Policy Account on the date of the insured's death and the death
benefit option (Option A or Option B) in effect at that time. The INSURED is the
person whose life is covered by this policy. The insured is named on the
coverage page. The actual amount we pay the beneficiary will be reduced by any
outstanding Policy Debt.
 
    The total Face Amount is the sum of all of the Face Amount portions. The
initial Face Amount and each Face Amount increase still in effect are Face
Amount portions. The initial Face Amount and the death benefit option in effect
on the issue date (the date when the insured's life is covered under the policy)
are shown on the coverage page of your policy.
 
    Option A.  The amount of the death benefit under Option A is the greater of:
 
      - the total Face Amount at the beginning of the policy month when the
        death occurs; or
 
      - the Policy Account on the date of death multiplied by the applicable
        factor from the Table of Death Benefit Factors contained in your policy.
 
    Option B.  The amount of the death benefit under Option B is the greater of:
 
      - the total Face Amount at the beginning of the policy month when the
        death occurs plus the Policy Account on the date of death; or
 
      - the Policy Account on the date of death multiplied by the applicable
        factor from the Table of Death Benefit Factors contained in your policy.
 
CHANGE IN DEATH BENEFIT
 
    You may change the death benefit option after your policy has been in force
for at least one year, subject to the following requirements:
 
      - you must request the change in writing;
 
      - once you have changed the death benefit option, it cannot be changed
        again for the next 3 years;
 
      - if you want to change death benefit Option A to Option B, you must
        submit proof satisfactory to us that the insured is still insurable at
        the risk classification that applies for the initial Face Amount. The
        Face Amount will not change; and
 
      - if you want to change death benefit Option B to Option A, the Face
        Amount will be increased by an amount equal to the Policy Account on the
        date of the change. The risk classification for the last Face Amount
        portion to go into effect which is still in force will apply to the Face
        Amount increase. This increase will not result in any increase in
        premiums, expense charges or surrender charges.
 
    Any change in a death benefit option will take effect on the monthly
anniversary date on or following the date we approve the request for the change.
 
CHANGE IN FACE AMOUNT OF INSURANCE
 
    You may change the Face Amount of Insurance of your policy on any monthly
anniversary date after your policy has been in force at least one year. Once the
Face Amount has been changed, it cannot be changed again for the next 12 months.
 
    Face Amount Increases.  To increase the Face Amount of Insurance you must:
 
      - submit an application for the increase;
 
      - submit proof satisfactory to us that the insured is an insurable risk;
        and
 
      - pay any additional premium which is required.
 
    The Face Amount of your policy can only be increased before your insured
reaches age 81. Each Face Amount increase must be at least as large as the
minimum Face Amount increase (currently $25,000). A Face Amount increase will
take effect on the monthly anniversary date on or following the day we approve
the application for the increase.
 
    The risk classification that applies for any Face Amount increase may be
different from the risk classification that applies for the initial Face Amount.
 
                                       16
<PAGE>
    The following changes will be made to reflect the increase:
 
      - The Guaranteed Coverage Premium will be increased.
 
      - The monthly administrative charge will increase to $20 per month for the
        12 months following the increase.
 
      - Additional surrender charges equal to the Face Amount increase (in
        $1,000's) multiplied by the surrender charge factors will apply for 13
        years following the increase.
 
    We will furnish a revised coverage page of your policy that shows:
 
      - the risk classification and the amount of the increase; and
 
      - the values for the changes described above.
 
    Face Amount Decreases.  You must request in writing any decrease in Face
Amount of Insurance. The decrease will take effect on the later of:
 
      - the monthly anniversary date on or following the day we receive your
        request for the decrease; or
 
      - the monthly anniversary date one year after the last change you made in
        Face Amount.
 
    A Face Amount decrease will be used to reduce any previous Face Amount
increases which are then in effect starting with the latest increase and
continuing in the reverse order in which the increases were made. If any portion
of the decrease is left after all Face Amount increases have been reduced, it
will be used to reduce the initial Face Amount. We will not permit a Face Amount
decrease that would reduce the initial Face Amount below the minimum Face
Amount, currently $100,000.
 
    The Guaranteed Coverage Premium will be reduced to reflect the Face Amount
decrease. The new Guaranteed Coverage Premium will be shown on a revised
coverage page of your policy.
 
    We will deduct a charge from the Policy Account when the Face Amount is
decreased. The maximum charge we will deduct each time the Face Amount is
decreased is the lesser of:
 
      - the total of the current surrender charge for the amount of each Face
        Amount portion reduced; or
 
      - the Policy Account when the decrease is made.
 
    The charge will be deducted for each Face Amount portion reduced, starting
with the charge for the first Face Amount portion reduced, and continuing in the
same order in which the reductions are made until the charge is completely
deducted.
 
    Future surrender charges will be reduced proportionately for any charges
deducted. After the Face Amount is decreased, the surrender charges for each
Face Amount portion for which a charge is deducted will be equal to the
surrender charges shown for that Face Amount portion on the coverage page of
your policy, or in the revised coverage page, multiplied by the ratio of:
 
      - the amount of the surrender charge in effect for the Face Amount portion
        at the time the charge is deducted minus the amount of the charge
        deducted for the Face Amount portion; divided by
 
      - the amount of the surrender charge in effect for the Face Amount portion
        at the time the charge is deducted.
 
GUARANTEED DEATH BENEFIT RIDER
 
    You can elect a Guaranteed Death Benefit Rider. This rider provides that the
Policy will remain in force to attained age 95 for death benefit Option A
policies and to attained age 80 for death benefit Option B policies, regardless
of the performance of the underlying portfolios, so long as you pay the minimum
required premium. The premium required is significantly higher than the minimum
premium required to issue the policy and to keep it in force. There is an
additional charge for this benefit, currently $0.01 per $1000 of Face Amount per
policy month. A policy cannot have both the Guaranteed Death Benefit Rider and
any of the following riders:
 
      - Insured Term Rider
 
      - Spouse Term Rider
 
                                       17
<PAGE>
ACCELERATED DEATH BENEFIT RIDER
 
    You can elect the Accelerated Benefit Rider. This rider provides that you
may elect to receive some of the death benefit proceeds of the policy if the
insured is suffering from a terminal illness, as defined in the rider. Receipt
of an accelerated death benefit amount may be taxable. You should contact your
personal tax or financial adviser for specific information.
 
    Death benefits, Cash Values, if any, and loan values, if any, will be
reduced if a benefit is paid pursuant to this rider.
 
    There is an administrative charge for this benefit which is guaranteed not
to exceed the lesser of $1,000 or 2% of the benefit. This limit may vary
depending on the state in which the policy was purchased. The current
administrative charge is $150.
 
    The receipt of an accelerated death benefit amount may adversely affect the
recipient's eligibility for Medicaid or other government benefits or
entitlements.
 
6.  TAXES
 
    NOTE: WE HAVE PREPARED THE FOLLOWING INFORMATION ON FEDERAL INCOME TAXES AS
A GENERAL DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVISE TO ANYONE.
YOU SHOULD CONSULT YOUR TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. WE HAVE
INCLUDED AN ADDITIONAL DISCUSSION REGARDING TAXES IN PART II.
 
LIFE INSURANCE IN GENERAL
 
    Life insurance, such as this policy, is a means of providing for death
protection and setting aside money for future needs. Congress recognized the
importance of such planning and provided special rules in the Internal Revenue
Code (Code) for life insurance.
 
    Simply stated, these rules provide that you will not be taxed on the
earnings on the money held in your life insurance policy until you take the
money out. Beneficiaries generally are not taxed when they receive the death
proceeds upon the death of the insured. However, estate taxes may apply.
 
TAKING MONEY OUT OF YOUR POLICY
 
    You, as the owner, will not be taxed on increases in the value of your
policy until a distribution occurs either as a surrender or as a loan. If your
policy is a MEC, any loans or surrenders from the policy will be treated as
first coming from earnings and then from your investment in the policy.
Consequently, these distributed earnings are included in taxable income.
 
    The Code also provides that any amount received from a MEC which is included
in income may be subject to a 10% penalty. The penalty will not apply if the
income received is:
 
1)  paid on or after the taxpayer reaches age 59 1/2 ;
 
2)  paid if the taxpayer becomes totally disabled (as that term is defined in
    the Code); or
 
3)  in a series of substantially equal payments made annually (or more
    frequently) for the life or life expectancy of the taxpayer.
 
    If your policy is not a MEC, any surrender proceeds will be treated as first
a recovery of the investment in the policy and to that extent will not be
included in taxable income. Furthermore any loan will be treated as indebtedness
under the policy and not as a taxable distribution. See "Federal Tax Status" in
Part II for more details including an explanation of whether your policy is a
MEC.
 
DIVERSIFICATION
 
    The Code provides that the underlying investments for a variable life policy
must satisfy certain diversification requirements in order to be treated as a
life insurance contract. We believe that the portfolios are being managed so as
to comply with such requirements.
 
    Under current federal tax law, it is unclear as to the circumstances under
which you, because of the degree of control you exercise over the underlying
investments, and not us would be considered the owner of the shares of the
portfolios. If you are considered the owner of the investments, it will result
in the loss of the favorable tax treatment for the policy. It is unknown to what
extent owners are permitted to select portfolios, to make transfers among the
portfolios or
 
                                       18
<PAGE>
the number and type of portfolios owners may select from without being
considered the owner of the shares. If guidance from the Internal Revenue
Service is provided which is considered a new position, the guidance would
generally be applied prospectively. However, if such guidance is considered not
to be a new position, it may be applied retroactively. This would mean that you,
as the owner of the policy, could be treated as the owner of the portfolios. Due
to the uncertainty in this area, we reserve the right to modify the policy in an
attempt to maintain favorable tax treatment.
 
7.  ACCESS TO YOUR MONEY
POLICY LOANS
 
    We will loan money to you at the loan interest rate we establish for each
policy year during which the loan is outstanding. Your request for a loan must
be in writing.
 
    The policy loan will be divided into two parts, the preferred loan and the
non-preferred loan. A preferred loan may be made not more than once per policy
year, beginning the later of:
 
      - the tenth policy anniversary; or
 
      - the anniversary following the insured's 60th birthday.
 
    No more than 10% of the Cash Value of your policy at the time of the loan
may be made as a preferred loan. Any portion of a loan that is not a preferred
loan is a non-preferred loan.
 
    The policy loan will be allocated to the fixed account. If the policy loan
requested exceeds the loan limit, you may also request a transfer of values from
the variable options to the fixed account. These values will be determined at
the time you request the transfer. If you do not indicate the proportions of the
variable options to be transferred, we will make the transfers based on the
proportions that your Policy Account in the variable options bear to the total
unloaned value in the Policy Account. Policy loans may have federal tax
consequences (see "Federal Tax Status").
 
LOAN INTEREST CHARGED
 
    There may be a lower declared loan interest rate each year for the preferred
loan than for the non-preferred loan. We will determine the loan interest rates
for a policy year at least 60 days before the policy year begins. The maximum
annual loan interest rates we will use for preferred and non-preferred loans for
a policy (the maximum allowable rate) are the greater of:
 
      - the guaranteed interest rate for the fixed account shown on the coverage
        page of your policy for a policy year (currently 3.5% for all policy
        years) plus 1%; or
 
      - Moody's Corporate Bond Yield Average, Monthly Average Corporates as
        published by Moody's Investors Service, Inc., for the calendar month
        ending two months before the date on which the loan interest rate is
        determined.
 
    If Moody's Corporate Bond Yield Average, Monthly Average Corporates is no
longer published on a timely basis, we will use a substantially similar average
approved by the insurance department in the state where your policy was
delivered to determine the maximum allowable rate.
 
    If the maximum allowable rate for a policy is at least 1/2% lower than the
loan interest rate in effect for the previous policy year, we will decrease the
loan interest rate to not more than the maximum allowable rate. If the maximum
allowable rate for a policy year is at least 1/2% higher than either loan
interest rate in effect for the previous policy year, we may increase either
loan interest rate to not more than the maximum allowable rate. We will not use
a loan interest rate for any policy year that exceeds 15%.
 
    We will notify you as to the preferred loan and non-preferred loan interest
rates that apply at the time a new loan is made or when any Policy Debt is
reinstated. If either loan interest rate that applies to an existing policy loan
is increased, we will notify you in writing at least 30 days before the new rate
takes effect.
 
    When a loan is made, interest for the rest of the current policy year must
be paid in advance. If interest is not paid when due, it will be added to the
Policy Debt and allocated to the fixed account. The accumulation of preferred
loans, together with interest on such loans, is the preferred debt. The
accumulation of non-preferred loans, together with interest on such loans, is
the non-preferred debt.
 
                                       19
<PAGE>
    Total Policy Debt is the sum of the preferred debt and the non-preferred
debt, and equals the total outstanding loan with interest. If the total Policy
Debt (including interest in advance) exceeds the fixed account, we will transfer
values from the variable options to the fixed account if such values are
available, based on the proportions that the values in the variable options bear
to the total value of the variable options. The unpaid interest will then be
treated as part of the Policy Debt and will bear interest at the loan rates.
 
LOAN LIMIT
 
    A loan may be for any amount which does not exceed the loan limit.
 
    The loan limit equals:
 
      - the Cash Value on the date the loan is made; minus
 
      - interest for the rest of the current policy year; minus
 
      - any existing Policy Debt.
 
SECURITY
 
    The policy will be the only security for the loan.
 
RESTRICTIONS ON MAKING LOANS
 
    Loans will not be available during a grace period or after the insured dies.
 
REPAYING POLICY DEBT
 
    The Policy Debt, or any part, may be repaid at any time as long as the
policy is in force. We have the right to not accept partial loan repayments for
amounts less than $50. Any Policy Debt outstanding will be deducted before any
benefit proceeds are paid or applied under a payment option.
 
    Repayments will be applied first to the non-preferred debt, and then to the
preferred debt, unless you specify differently.
 
    Repayments will be allocated to the fixed account and to the variable
options based on the premium allocation schedule then in effect, unless a
different allocation is requested.
 
    When there is Policy Debt outstanding, any payments received will be applied
first as repayment of debt, rather than as premium, unless we are instructed
otherwise. If total Policy Debt equals or exceeds the Cash Value, we can
terminate the policy. A notice of termination will be mailed to the last address
we have on file 61 days prior to termination.
 
PARTIAL SURRENDERS
 
    You may make a partial surrender from the Net Cash Value at any time during
the insured's life and before the policy has terminated. The minimum partial
surrender amount is currently $500. The partial surrender may not exceed the Net
Cash Value, less $300.
 
    We will assess a partial surrender fee when a partial surrender is made. The
maximum partial surrender fee we will charge is $50 and the current charge is
the lesser of 2% of the partial surrender amount or $25. In addition, a
surrender charge may be assessed on the amount surrendered. See "Surrender
Charges" above. You may make a partial surrender once each policy year that does
not exceed 10% of the Net Cash Value without incurring a surrender charge or the
partial surrender fee.
 
    When a partial surrender is made, the amount of the partial surrender, the
partial surrender fee and the surrender charge, if any, will be deducted from
the Policy Account. You elect how much of each partial surrender, partial
surrender fee and surrender charge is to come from the unloaned value in the
fixed account and from values in each of the variable options. If you do not so
elect, or if we cannot make the surrender on the basis of the your direction or
those allocation percentages, we will make it based on the proportions that the
unloaned value in the fixed account and unloaned values in the variable options
bear to the total unloaned value in the Policy Account.
 
    The Face Amount will be reduced if death benefit Option A is in effect when
a partial surrender is made. Such a reduction will be equal to the amount of the
partial surrender minus the excess, if any, of:
 
      - the death benefit at the time the partial surrender is made; over
 
      - the Face Amount at the time the partial surrender is made.
 
                                       20
<PAGE>
    However, if the amount of the partial surrender is less than or equal to the
excess described above, the Face Amount will not be reduced.
 
    Any Face Amount reduction will be used first to reduce any Face Amount
increases then in effect starting with the latest increase and continuing in the
reverse order in which the increases were made. If any of the reduction is left
after all Face Amount increases have been reduced, it will be used to reduce the
initial Face Amount.
 
    We will not permit a partial surrender that would reduce the Face Amount
below the minimum Face Amount (currently $100,000). We may limit the number of
partial surrenders you can make in a policy year, but you will always be allowed
to make at least one partial surrender if the surrender meets these
requirements.
 
FULL SURRENDERS
 
    You may completely surrender your policy and receive the Net Cash Value
anytime during the insured's life and before the policy has terminated.
 
    The full surrender will take effect on the later of:
 
      - the date we receive your written request for the surrender; or
 
      - the date you request, in writing, for the surrender to take effect.
 
    The policy and all coverage under it will terminate at 12:01 a.m. at our
ValueLife Service Center on the date the surrender takes effect.
 
    Partial and full surrenders may have federal tax consequences (see "Federal
Tax Status").
 
8.  OTHER INFORMATION
THE COMPANY
 
    Allianz Life Insurance Company of North America is a life insurance company
organized under the laws of the state of Minnesota in 1896.
 
    We are a wholly-owned subsidiary of Allianz Versicherungs-AG Holding
("Allianz"). Allianz is headquartered in Munich, Germany, and has subsidiaries
throughout the world. We offer fixed and variable life insurance and annuities,
and group life, accident and health insurance.
 
    Administration for the policy is provided at our service center:
 
        Allianz Life ValueLife Service Center
        c/o CSC Financial Services Group
        5525 LBJ Freeway, Suite 500
        Dallas, TX 75240-6211
        or
        P.O. Box 219066
        Dallas, TX 75221
        (800) 525-7330
 
YEAR 2000
 
    Allianz Life has initiated programs to ensure that all of the computer
systems utilized to provide services and administer policies will function
properly in the year 2000. An assessment of the total expected costs
specifically related to the year 2000 conversion has been completed. These costs
are expensed as incurred and total costs are not expected to have a significant
effect on Allianz Life's financial position or results of operations. Allianz
Life believes it is taking steps that are reasonably designed to address the
potential failure of computer systems used by its service providers and to
ensure its year 2000 program is completed on a timely basis. There can be no
assurance, however, that the steps taken by Allianz Life will be adequate to
avoid any adverse impact.
 
THE SEPARATE ACCOUNT
 
    We established a separate account, Allianz Life Separate Account A (Separate
Account), to hold the assets that underlie the policies.
 
    The assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the policies, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from those assets are credited to or against the policies
and not against any other policies we may issue. The Separate Account is divided
into variable options. (The variable options are referred to as sub-accounts in
the policy.)
 
                                       21
<PAGE>
DISTRIBUTOR
 
    The policy is sold by licensed insurance agents, where the policy may be
lawfully sold, who are registered representatives of broker-dealers which are
registered under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.
 
    The policy is distributed through the principal underwriter, NALAC Financial
Plans, LLC, 1750 Hennepin Avenue, Minneapolis, MN, 55403, a wholly-owned
subsidiary of ours. NALAC Financial Plans, LLC provides marketing services, and
is reimbursed for expenses incurred in the distribution of the policies.
 
    Commissions will be paid to broker-dealers who sell the policies.
Broker-dealers will be paid commissions and expense reimbursements up to an
amount equal to 100% of the first Guaranteed Coverage Premium; 4% of the next
six Guaranteed Coverage Premiums; and 2% of all premiums paid thereafter.
Similar commissions are paid on premiums received after any increase in Face
Amount, or the addition of a rider. In addition, broker-dealers may also receive
additional compensation, based on meeting certain production standards.
 
SUSPENSION OF PAYMENTS OR TRANSFERS
 
    We may be required to suspend or postpone any payments or transfers for any
period when:
 
        1)  the New York Stock Exchange is closed (other than customary weekend
    and holiday closings);
 
        2)  trading on the New York Stock Exchange is restricted;
 
        3)  an emergency exists as a result of which disposal of shares of the
    portfolios is not reasonably practicable or we cannot reasonably value the
    shares of the portfolios;
 
        4)  during any other period when the Securities and Exchange Commission,
    by order, so permits for the protection of owners.
 
    We may defer the portion of any transfer, amount payable or surrender, or
Policy Loan from the fixed account for not more than 6 months.
 
OWNERSHIP
 
    OWNER.  You, as the OWNER of the policy, have all of the rights under the
policy subject to:
 
      - the rights of any assignee; and
 
      - the rights of any irrevocable beneficiary.
 
    The OWNER can also be the insured. If you die while the policy is still in
force and the insured is living, ownership passes to your successor owner or if
you have not designated a successor owner, then your estate becomes the owner.
 
    JOINT OWNER.  The policy can be owned by joint owners. Authorization of both
joint owners is required for all policy changes except for telephone transfers.
 
    BENEFICIARY.  The BENEFICIARY is the person(s) or entity(ies) you name to
receive any death proceeds. The beneficiary is named at the time the policy is
issued unless changed at a later date. You can name a CONTINGENT BENEFICIARY
prior to the death of the insured. Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before the insured dies. If
there is an irrevocable beneficiary, all policy changes except premium
allocations and transfers require the consent of the beneficiary.
 
    Primary and contingent beneficiaries are as named in the application, unless
you make a change. To change a beneficiary, you must send us a written request.
We may require the policy to record the change. The request will take effect
when signed, subject to any action we may take before receiving it.
 
    One or more irrevocable beneficiaries may be named.
 
    If a beneficiary is a minor, we will make payment to the guardian of his or
her estate. We may require proof of age of any beneficiary.
 
    Proceeds payable to a beneficiary will be free from the claims of creditors,
to the extent allowed by law.
 
    ASSIGNMENT.  You can assign (transfer ownership) the policy. A copy of any
assignment must
 
                                       22
<PAGE>
be filed with the ValueLife Service Center. We are not responsible for the
validity of any assignment. If you assign the policy, your rights and those of
any revocably-named person will be subject to the assignment. An assignment will
not affect any payments we may make or actions we may take before such
assignment has been recorded at our ValueLife Service Center. This may be a
taxable event. You should consult a tax adviser if you wish to assign the
policy.
 
    MATURITY BENEFIT.  This is an amount equal to the Policy Account less any
outstanding Policy Debt on your policy. This amount is paid to you on the
maturity date.
 
    MATURITY DATE.  The policy provides that we will pay the Policy Account
value, less any Policy Debt, to you on the maturity date if the policy is still
in force. We will not accept any premiums after the maturity date.
 
                                       23
<PAGE>
                                    PART II
 
EXECUTIVE OFFICERS AND DIRECTORS
 
    As of May 1, 1999, the directors and executive officers of Allianz Life
Insurance Company of North America (Allianz Life) and their principal
occupations for the past 5 years are as follows:
 
<TABLE>
<CAPTION>
             NAME                                PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ------------------------------  ----------------------------------------------------------------------------------
<S>                             <C>
Lowell C. Anderson              Chairman of the Board, President and Chief Executive Officer of Allianz Life since
                                October, 1988.
 
Herbert F. Hansmeyer            Chairman of the Board of Allianz of America Corp. Member of the Board of
                                Management of Allianz-AG, Munich, Germany, since 1986.
 
Dr. Gerhard G. Rupprecht        Chairman of the Board of Management -- Allianz Lebensversicherungs, since 1979.
 
Michael P. Sullivan             President, Chief Executive Officer and Director of International Dairy Queen, Inc.
                                since 1987.
 
Michael T. Westermeyer          Vice President -- Corporate Legal Officer and Secretary of Allianz Life since
                                April 1997. Formerly Second Vice President, Senior Counsel and Assistant Secretary
                                of Allianz Life.
 
Paul M. Howman                  Vice President -- Underwriting of Allianz Life since 1995.
 
Robert S. James                 President -- Individual Division of Allianz Life since March 31, 1995. Previously
                                President of Financial Markets Division.
 
Edward J. Bonach                Executive Vice President -- Chief Financial Officer and Treasurer of Allianz Life
                                since 1993.
 
Ronald L. Wobbeking             President -- Mass Marketing Division of Allianz Life since September 1991.
 
Rev. Dennis J. Dease            President, University of St. Thomas, St. Paul since July 1991.
 
James R. Campbell               Chairman and Chief Executive Officer of Norwest Bank MN, N.A. since 1998.
                                Previously Executive Vice President since February 1988.
 
Robert M. Kimmitt               Partner in the law firm of Wilmer, Cutler & Pickering.
</TABLE>
 
                                       24
<PAGE>
VOTING
 
    Pursuant to our view of present applicable law, we will vote the shares of
the portfolios at special meetings of shareholders in accordance with
instructions received from all owners having a voting interest. We will vote
shares for which we have not received instructions. We will vote all shares in
the same proportion as the shares for which we have received instructions. We
will vote our shares in the same manner. Franklin Valuemark Funds does not hold
regular meetings of shareholders.
 
    If the Investment Company Act of 1940 or any regulation thereunder is
amended or if the present interpretation of the Act changes so as to permit us
to vote the shares in our own right, we may elect to do so.
 
    Your voting interest in the portfolios is determined as follows:
 
      - You may cast one vote for each $100 of Account Value which is allocated
        to a variable option on the record date. Fractional votes are counted.
 
      - The number of shares which you can vote will be determined as of the
        date chosen by us. This will be done not more than 60 days prior to the
        meeting of the portfolio. Voting instructions will be solicited by
        written communication at least 14 days prior to such meeting.
 
      - You will receive periodic reports relating to the portfolios in which
        you have an interest, as well as any proxy material and a form with
        which to give us such voting instructions.
 
DISREGARD OF VOTING INSTRUCTIONS
 
    We may, when required to do so by state insurance authorities, vote shares
of the portfolios without regard to instructions from owners. We will do this if
such instructions would require the shares to be voted to cause a portfolio to
make, or refrain from making, investments which would result in changes in the
sub-classification or investment objectives of the portfolio. We may also
disapprove changes in the investment policy initiated by owners or
trustees/directors of the portfolios, if such disapproval:
 
      - is reasonable and is based on a good faith determination by us that the
        change would violate state or federal law;
 
      - the change would not be consistent with the investment objectives of the
        portfolios; or
 
      - which varies from the general quality and nature of investments and
        investment techniques used by other portfolios with similar investment
        objectives underlying other variable contracts offered by us or of an
        affiliated company.
 
    In the event we do disregard voting instructions, a summary of this action
and the reasons for such action will be included in the next semi-annual report
to owners.
 
LEGAL OPINIONS
 
    Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice
on certain matters relating to the federal securities and income tax laws in
connection with the policies.
 
OUR RIGHT TO CONTEST
 
    We cannot contest the validity of the policy except in the case of fraud
after it has been in effect during the insured's lifetime for two years. If the
policy is reinstated, the two-year period is measured from the date of
reinstatement. In addition, if the insured commits suicide in the two-year
period, or such period as specified in state law, the benefit payable will be
limited to premiums paid less Policy Debt and less any surrenders. We also have
the right to adjust any benefits under the policy if the answers in the
application regarding the use of tobacco are not correct.
 
                                       25
<PAGE>
FEDERAL TAX STATUS
 
    NOTE: The following description is based upon our understanding of current
federal income tax law applicable to life insurance in general. We cannot
predict the probability that any changes in such laws will be made. Purchasers
are cautioned to seek competent tax advice regarding the possibility of such
changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance contract" for purposes of the Code. We believe
that the policies to be issued will qualify as "life insurance contracts" under
section 7702. We do not guarantee the tax status of the policies. Purchasers
bear the complete risk that the policies may not be treated as "life insurance"
under federal income tax laws. Purchasers should consult their own tax advisers.
It should be further understood that the following discussion is not exhaustive
and that special rules not described in this prospectus may be applicable in
certain situations.
 
    Introduction.  The discussion contained herein is general in nature and is
not intended as tax advice. Each person concerned should consult a competent tax
adviser. No attempt is made to consider any applicable state or other tax laws.
Moreover, the discussion herein is based upon our understanding of current
federal income tax laws as they are currently interpreted. No representation is
made regarding the likelihood of continuation of those current federal income
tax laws or of the current interpretations by the Internal Revenue Service.
 
    We are taxed as a life insurance company under the Code. For federal income
tax purposes, the Separate Account is not a separate entity from us and its
operations form a part of us.
 
    Diversification.  Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The Code
provides that a variable life insurance policy will not be treated as life
insurance for any period (and any subsequent period) for which the investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification of
the policy as a life insurance contract would result in imposition of federal
income tax to the owner with respect to earnings allocable to the policy prior
to the receipt of payments under the policy. The Code contains a safe harbor
provision which provides that life insurance policies, such as these policies,
will meet the diversification requirements if, as of the close of each quarter,
the underlying assets meet the diversification standards for a regulated
investment company and no more than fifty-five (55%) percent of the total assets
consist of cash, cash items, U.S. Government securities and securities of other
regulated investment companies. There is an exception for securities issued by
the U.S. Treasury in connection with variable life insurance policies.
 
    On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
Section 1.817-5), which established diversification requirements for the
investment portfolios underlying variable contracts such as the policies. The
regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (ii) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (iii) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these regulations, all securities of the same
issuer are treated as a single investment. The Code provides that, for purposes
of determining whether or not the diversification standards imposed on the
underlying assets of variable contracts by Section 817(h) of the Code have been
met, "each United States government agency or instrumentality shall be treated
as a separate issuer."
 
    We intend that each portfolio underlying the policies will be managed by the
investment managers in such a manner as to comply with these diversification
requirements.
 
                                       26
<PAGE>
    The Treasury Department has indicated that the diversification regulations
do not provide guidance regarding the circumstances in which owner control of
the investments of the separate account will cause the owner to be treated as
the owner of the assets of the separate account, thereby resulting in the loss
of favorable tax treatment for the policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
    The amount of owner control which may be exercised under the policy is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policyowner
was not the owner of the assets of the separate account. It is unknown whether
these differences, such as the owner's ability to transfer among investment
choices or the number and type of investment choices available, would cause the
owner to be considered the owner of the assets of the separate account.
 
    In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in you being
retroactively determined to be the owner of the assets of the separate account.
 
    Due to the uncertainty in this area, we reserve the right to modify the
policy in an attempt to maintain favorable tax treatment.
 
    Tax Treatment of the Policy.  The policy has been designed to comply with
the definition of life insurance contained in Section 7702 of the Code. Although
some interim guidance has been provided and proposed regulations have been
issued, final regulations have not been adopted. Section 7702 of the Code
requires the use of reasonable mortality and other expense charges. In
establishing these charges, we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed regulations issued on July 5, 1991. Currently,
there is even less guidance as to a policy issued on a substandard risk basis
and thus it is even less clear whether a policy issued on such basis would meet
the requirements of Section 7702 of the Code.
 
    While we have attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal Revenue
Service will not concur with our interpretations of Section 7702 that were made
in determining such compliance. In the event the policy is determined not to so
comply, it would not qualify for the favorable tax treatment usually accorded
life insurance policies. You should consult your own tax advisers with respect
to the tax consequences of purchasing the policy.
 
    Policy Proceeds.  The tax treatment accorded to loan proceeds and/or
surrender payments from the policies will depend on whether the policy is
considered to be a MEC. (See "Tax Treatment of Loans and Surrenders.")
Otherwise, we believe that the policy should receive the same federal income tax
treatment as any other type of life insurance. As such, the death benefit
thereunder is excludable from the gross income of the beneficiary under Section
101(a) of the Code. Also, you are not deemed to be in constructive receipt of
the Net Cash Value, including increments thereon, under a policy until there is
a distribution of such amounts.
 
    Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of policy proceeds, depend on the circumstances of each
owner or beneficiary.
 
    Tax Treatment of Loans And Surrenders. Section 7702A of the Code sets forth
the rules for determining when a life insurance policy will be deemed to be a
MEC. A MEC is a contract which is entered into or materially changed on or after
June 21, 1988 and fails to meet the 7-pay test. A policy fails to meet the 7-pay
test when the cumulative amount paid under the policy at any time during the
first 7 policy years exceeds the sum of the net level premiums which would have
been paid on or before such time if the policy provided for paid-up future
benefits after the payment of seven (7) level annual premiums. A material change
would include any increase in the future benefits or addition of qualified
additional benefits provided under a policy unless the increase is attributable
to: (1) the payment of premiums necessary to fund
 
                                       27
<PAGE>
the lowest death benefit and qualified additional benefits payable in the first
seven policy years; or (2) the crediting of interest or other earnings
(including policyholder dividends) with respect to such premiums.
 
    Furthermore, any policy received in exchange for a policy classified as a
MEC will be treated as a MEC regardless of whether it meets the 7-pay test.
However, an exchange under Section 1035 of the Code of a life insurance policy
entered into before June 21, 1988 for the policy will not cause the policy to be
treated as a MEC if no additional premiums are paid.
 
    Due to the flexible premium nature of the policy, the determination of
whether it qualifies for treatment as a MEC depends on the individual
circumstances of each policy.
 
    If the policy is classified as a MEC, then surrenders and/or loan proceeds
are taxable to the extent of income in the policy. Such distributions are deemed
to be on a last-in, first-out basis, which means the taxable income is
distributed first. Loan proceeds and/or surrender payments including those
resulting from the lapse of the policy, may also be subject to an additional 10%
federal income tax penalty applied to the income portion of such distribution.
The penalty shall not apply, however, to any distributions: (1) made on or after
the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to
the taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the
Code); or (3) which is part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of such taxpayer and
his beneficiary.
 
    If a policy is not classified as a MEC, then any surrenders shall be treated
first as a recovery of the investment in the policy which would not be received
as taxable income. However, if a distribution is the result of a reduction in
benefits under the policy within the first fifteen years after the policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702, be taxed as ordinary income to the extent of income
in the policy.
 
    Any loans from a policy which is not classified as a MEC, will be treated as
indebtedness of the owner and not a distribution. Upon complete surrender or
lapse of the policy, if the amount received plus loan indebtedness exceeds the
total premiums paid that are not treated as previously surrendered by the policy
owner, the excess generally will be treated as ordinary income.
 
    Personal interest payable on a loan under a policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
 
    Policy owners should seek competent tax advice on the tax consequences of
taking loans, distributions, exchanging or surrendering any policy.
 
    Multiple Policies.  The Code further provides that multiple MEC which are
issued within a calendar year period to the same owner by one company or its
affiliates are treated as one MEC for purposes of determining the taxable
portion of any loans or distributions. Such treatment may result in adverse tax
consequences including more rapid taxation of the loans or distributed amounts
from such combination of contracts. You should consult a tax adviser prior to
purchasing more than one MEC in any calendar year period.
 
    Tax Treatment of Assignments.  An assignment of a policy or the change of
ownership of a policy may be a taxable event. You should therefore consult a
competent tax adviser should you wish to assign or change the owner of your
policy.
 
    Qualified Plans.  The policies may be used in conjunction with certain
Qualified Plans. Because the rules governing such use are complex, you should
not do so until you have consulted a competent Qualified Plans consultant.
 
    Income Tax Withholding.  All distributions or the portion thereof which is
includible in gross
 
                                       28
<PAGE>
income of the policy owner are subject to federal income tax withholding.
However, in most cases you may elect not to have taxes withheld. You may be
required to pay penalties under the estimated tax rules, if withholding and
estimated tax payments are insufficient.
 
REPORTS TO OWNERS
 
    We will, at a minimum, send an annual report of the portfolios. Within 30
days after each policy anniversary, we will send you an annual statement. We may
elect to send these more often. The statement will show the current amount of
death benefit payable under the policy, the current Policy Account value, the
current Net Cash Value, current Policy Debt and will show all transactions
previously confirmed. The statement will also show premiums paid and all charges
deducted during the policy year.
 
    We will mail you confirmations within seven days of any transaction
regarding: (a) the receipt of premium; (b) any transfer between variable
options; (c) any loan, interest repayment, or loan repayment; (d) any surrender;
(e) exercise of the free look privilege; and (f) payment of the death benefit
under the policy.
 
LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Separate Account or the
Distributor is a party or to which the assets of the Separate Account are
subject. We are not involved in any litigation that is of material importance in
relation to our total assets or that relates to the Separate Account.
 
EXPERTS
 
    The financial statements of Allianz Life Variable Account A and our
consolidated financial statements as of and for the year ended December 31, 1998
included in this prospectus have been audited by KPMG Peat Marwick LLP,
independent auditors, as indicated in their reports included in this prospectus,
and are included herein, in reliance upon such reports and upon the authority of
said firm as experts in accounting and auditing.
 
FINANCIAL STATEMENTS
 
    The consolidated financial statements of the Company included herein should
be considered only as bearing upon the ability of the Company to meet its
obligations under the Policies.
 
                                       29

<PAGE>


                         ALLIANZ LIFE VARIABLE ACCOUNT A
                                       OF
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Financial Statements

                               December 31, 1998

<PAGE>



Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Independent Auditors'Report

The Board of Directors of Allianz Life  Insurance  Company of North  America and
Policyholders of Allianz Life Variable Account A:

We have audited the  accompanying  statements of assets and  liabilities  of the
sub-accounts of Allianz Life Variable Account A as of December 31, 1998, and the
related statements of operations and changes in net assets for each of the years
in the  three-year  period  then  ended.  These  financial  statements  are  the
responsibility of the Variable  Account'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.  Investment securities
held in custody for the benefit of the Variable  Account were confirmed to us by
the Franklin  Valuemark  Funds. 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 assets and liabilities of the sub-accounts of Allianz
Life  Variable  Account  A at  December  31,  1998,  and the  results  of  their
operations  and the  changes  in their net  assets  for each of the years in the
three-year period then ended, in conformity with generally  accepted  accounting
principles.

                                           KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 29, 1999

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements

Statements of Assets and Liabilities
December 31, 1998


                                                 Capital  Global Health  Global Utilities Growth and  High     Income    Money
                                                 Growth  Care Securities Securities       Income     Income  Securities  Market
                                                  Fund       Fund          Fund            Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>          <C>            <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund,
   20,238 shares, cost $291,200                 $325,424          -          -         -          -         -         -
  Global Health Care Securities Fund,
   774 shares, cost $6,591                             -      8,285          -         -          -         -         -
  Global Utilities Securities Fund,
   85,290 shares, cost $1,292,716                      -          -  1,743,335         -          -         -         -
  Growth and Income Fund,
   142,817 shares, cost $2,429,075                     -          -          - 2,907,763          -         -         -
  High Income Fund,
   124,657 shares, cost $1,592,204                     -          -          -         -  1,655,443         -         -
  Income Securities Fund,
   92,113 shares, cost $1,526,016                      -          -          -         -          - 1,558,547         -
  Money Market Fund,
   1,906,414 shares, cost $1,906,414                   -          -          -         -          -         - 1,906,414
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     325,424      8,285  1,743,335 2,907,763  1,655,443 1,558,547 1,906,414
Liabilities:
 Accrued mortality and expense risk charges          505         16      1,268     1,458      1,194     1,226     1,822
 Accrued administrative charges                      126          4        316       364        298       306       456
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    631         20      1,584     1,822      1,492     1,532     2,278
Net assets                                      $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------




<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
<CAPTION>


                                                                                                               Templeton
                                                   Mutual    Mutual    Natural                                Developing
                                                  Discovery  Shares   Resources Real Estate  Rising     Small  Markets
                                                 SecuritiesSecuritiesSecurities Securities  Dividends    Cap    Equity
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>       <C>      <C>        <C>       <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Discovery Securities Fund,
   36,383 shares, cost $433,409                 $410,762          -          -         -          -         -         -
  Mutual Shares Securities Fund,
   86,962 shares, cost $1,021,958                      -  1,040,062          -         -          -         -         -
  Natural Resources Securities Fund,
  15,067 shares, cost $182,925                         -          -    126,410         -          -         -         -
  Real Estate Securities Fund,
   30,309 shares, cost $636,087                        -          -          -   604,058          -         -         -
  Rising Dividends Fund,
   55,775 shares, cost $933,572                        -          -          -         -  1,010,086         -         -
  Small Cap Fund,
   59,126 shares, cost $833,923                        -          -          -         -          -   811,211         -
  Templeton Developing Markets Equity Fund,
   81,734 shares, cost $832,181                        -          -          -         -          -         -   564,782
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     410,762  1,040,062    126,410   604,058  1,010,086   811,211   564,782
Liabilities:
 Accrued mortality and expense risk charges          511      1,141      1,078     1,100      1,186     1,161     1,058
 Accrued administrative charges                      127        285        269       275        297       290       264
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    638      1,426      1,347     1,375      1,483     1,451     1,322
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                                            Templeton
                                                  Templeton Templeton Templeton  TempletonInternationalTempleton U.S.
                                                Global Asset Global Global IncomeInternationalSmaller  PacificGovernment
                                                 Allocation  Growth  Securities   Equity    Companies  Growth Securities
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>       <C>        <C>       <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Asset Allocation Fund,
   18,881 shares, cost $217,784                 $239,226          -          -         -          -         -         -
  Templeton Global Growth Fund,
   120,846 shares, cost $1,659,909                     -  1,784,902          -         -          -         -         -
  Templeton Global Income Securities Fund,
   14,806 shares, cost $189,049                        -          -    190,556         -          -         -         -
  Templeton International Equity Fund,
   117,816 shares, cost $1,768,945                     -          -          - 1,828,501          -         -         -
  Templeton International Smaller Companies Fund,
   1,986 shares, cost $23,637                          -          -          -         -     18,267         -         -
  Templeton Pacific Growth Fund,
   36,695 shares, cost $418,438                        -          -          -         -          -   275,579         -
  U.S. Government Securities Fund,
   65,484 shares, cost $805,338                        -          -          -         -          -         -   909,579
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     239,226  1,784,902    190,556 1,828,501     18,267   275,579   909,579
Liabilities:
 Accrued mortality and expense risk charges          503      1,225        978     1,309        131     1,006     1,074
 Accrued administrative charges                      125        306        243       327         33       251       269
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    628      1,531      1,221     1,636        164     1,257     1,343
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236
Policy owners' equity (note 4)                  $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                        Value      Zero       Zero      Zero      Total
                                                                     Securities   Coupon     Coupon    Coupon      All
                                                                        Fund    Fund - 2000Fund - 2005Fund - 2010 Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Value Securities Fund, 398 shares, cost $3,393                        $3,104         -          -         -
  Zero Coupon Fund - 2000, 23,849 shares, cost $274,490                      -   353,200          -         -
  Zero Coupon Fund - 2005 22,076 shares, cost $264,413                       -         -    391,631         -
  Zero Coupon Fund - 2010 23,983 shares, cost $358,785                       -         -          -   456,868
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                             3,104   353,200    391,631   456,868 21,123,995
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges                                  6       515        531       545     22,547
 Accrued administrative charges                                              -       129        132       136      5,628
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                            6       644        663       681     28,175
Net assets                                                              $3,098   352,556    390,968   456,187 21,095,820
Policy owners' equity (note 4)                                          $3,098   352,556    390,968   456,187 21,095,820

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Operations
For the years ended December 31, 1998, 1997, and 1996


                                                   Adjustable U.S.                                 Global Health Care
                                                   Government Fund        Capital Growth Fund        Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                                 1998   1997    1996      1998   1997    1996      1998   1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>     <C>     <C>       <C>    <C>     <C>       <C>    <C>     <C>
Investment income:
 Dividends reinvested in fund shares                $-     -   18,030       833       7      -         -       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                  -     -      740     1,287      96      2        54       -     -
 Administrative charges                              -     -      185       322      24      -        13       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                       -     -      925     1,609     120      2        67       -     -
Investment income (loss), net                        -     -   17,105      (776)   (113)    (2)      (67)      -     -
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions 
   on mutual funds                                   -     -        -         -       -      -         -       -     -
  Realized gains (losses) on sales of 
   investments, net                                  -     -  (10,027)      989     (11)     -         2       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net          -     -  (10,027)      989     (11)     -         2       -     -
  Net change in unrealized appreciation
   (depreciation) on investments                     -     -     (200)   34,912    (548)  (140)    1,694       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net     -     -  (10,227)   35,901    (559)  (140)    1,696       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                    $-     -    6,878    35,125    (672)  (142)    1,629       -     -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996

                                     Global Utilities Securities Fund  Growth and Income Fund       High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 63,845  66,211  75,714    86,614   61,679  28,758   160,598 153,512  167,136
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges         10,459   9,862  11,220    16,628   14,386   9,969    10,568  12,094   12,310
 Administrative charges                      2,615   2,466   2,805     4,157    3,597   2,492     2,642   3,023    3,077
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              13,074  12,328  14,025    20,785   17,983  12,461    13,210  15,117   15,387
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net               50,771  53,883  61,689    65,829   43,696  16,297   147,388 138,395  151,749
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
 Realized capital gain distributions
  on mutual funds                           93,096  91,611       -   203,765   59,819 101,857     9,531   5,036    8,872
 Realized gains (losses) on sales of
  investments, net                          56,812  59,135 118,555    27,735   75,044  25,750    29,193  43,795   33,892
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       149,908 150,746 118,555   231,500  134,863 127,607    38,724  48,831   42,764
 Net change in unrealized appreciation
  (depreciation) on investments            (40,828)116,553 (93,370) (118,668) 283,057  37,916  (177,480)  4,999   26,432
- ---------------------------------------------------------------------------------------------------------------------------
  Total realized gains (losses) and unrealized
   appreciation (depreciation)
   on investments, net                     109,080 267,299  25,185   112,832  417,920 165,523  (138,756) 53,830   69,196
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                   $159,851 321,182  86,874   178,661  461,616 181,820     8,632 192,225  220,945
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                         Investment Grade
                                            Income Securities Fund    Intermediate Bond Fund        Money Market Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $111,419  71,443  33,370         -        -   3,706    62,012 35,286  32,922
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          8,671   7,189   4,656         -        -     366     7,539  4,368   4,291
 Administrative charges                      2,168   1,797   1,164         -        -      91     1,885  1,092   1,073
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              10,839   8,986   5,820         -        -     457     9,424  5,460   5,364
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net              100,580  62,457  27,550         -        -   3,249    52,588 29,826  27,558
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
 on mutual funds                            26,313  15,347   5,550         -        -       -         -      -       -
  Realized gains (losses) on sales
 of investments, net                         3,544   7,042   2,373         -        -   1,981         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        29,857  22,389   7,923         -        -   1,981         -      -       -
 Net change in unrealized appreciation
(depreciation) on investments             (115,794) 68,874  37,183         -        -  (3,575)        -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses)
 and unrealized appreciation
 (depreciation) on investments, net        (85,937) 91,263  45,106         -        -  (1,594)        -      -       -
Net increase (decrease) in net
 assets from operations                   $ 14,643 153,720  72,656         -        -   1,655    52,588 29,826  27,558
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Mutual Discovery            Mutual Shares           Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares        $5,534      40       -    11,623       72       -     2,271  1,844   2,102
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,229   1,140      22     6,003    2,067      31       461    416   1,012
 Administrative charges                        557     285       5     1,501      517       8       115    104     253
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,786   1,425      27     7,504    2,584      39       576    520   1,265
Investment income (loss), net                2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695  1,324     837
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                           5,149       -       -    10,153        -       -         -      -   1,927
  Realized gains (losses) on sales
   of investments, net                       5,744     166       -    10,137    2,034       2    (8,058)(1,936) 14,498
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on 
   investments, net                         10,893     166         -   20,290   2,034         2 (8,058) (1,936) 16,425
 Net change in unrealized appreciation
  (depreciation) on investments            (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420)(25,118)(8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (38,968) 26,885     495   (14,929)  53,723   1,636   (43,478)(27,054) 7,431
Net increase (decrease) in net
 assets from operations                   ($36,220) 25,500     468   (10,810)  51,211   1,597   (41,783)(25,730) 8,268
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                          Real Estate Securities Fund   Rising Dividends Fund         Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996       1998    1997    1996       1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>        <C>     <C>     <C>        <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 26,119  12,965   7,943     9,265    5,990   3,981       386    384       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          3,282   3,466   1,883     5,177    3,657   1,632     3,458  1,277     105
 Administrative charges                        821     867     471     1,294      914     408       865    319      26
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               4,103   4,333   2,354     6,471    4,571   2,040     4,323  1,596     131
Investment income (loss), net               22,016   8,632   5,589     2,794    1,419   1,941    (3,937)(1,212)   (131)
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          16,168   6,191       -   113,543   10,229       -    49,628  4,546       -
  Realized gains (losses) on sales
   of investments, net                      15,172  17,125   1,980     6,199   18,073   2,703    (1,660) 2,723     472
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        31,340  23,316   1,980   119,742   28,302   2,703    47,968  7,269     472
 Net change in unrealized appreciation
  (depreciation) on investments           (179,557) 57,737  58,343   (77,635)  93,007  44,265   (48,794)22,458   3,624
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                      (148,217) 81,053  60,323    42,107  121,309  46,968      (826)29,727   4,096
Net increase (decrease) in net
 assets from operations                  ($126,201) 89,685  65,912    44,901  122,728  48,909    (4,763) 28,515  3,965
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                             Templeton Developing        Templeton Global           Templeton Global
                                              Markets Equity Fund      Asset Allocation Fund           Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $19,038  10,159    2,914    10,932    7,863     228    39,344  15,984   8,202
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,862   3,802    2,551     1,629    2,512   2,065     9,684   7,051   3,948
 Administrative charges                        715     950      638       407      628     516     2,421   1,763     987
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               3,577   4,752    3,189     2,036    3,140   2,581    12,105   8,814   4,935
Investment income (loss), net               15,461   5,407     (275)    8,896    4,723  (2,353)   27,239   7,170   3,267
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          61,907  16,114    5,391    13,002    2,268     456   143,312   5,328   8,202
  Realized gains (losses) on sales
   of investments, net                     (23,346)  1,960    2,603    11,507   23,197  12,194    13,548  15,707   2,914
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        38,561  18,074    7,994    24,509   25,465  12,650   156,860  21,035  11,116
Net change in unrealized appreciation
 (depreciation) on investments            (198,108)(127,265) 56,503   (31,637)  11,716  41,378   (70,051) 80,562  91,158
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
 appreciation (depreciation) on 
   investments, net                       (159,547)(109,191) 64,497    (7,128)  37,181  54,028    86,809 101,597 102,274
Net increase (decrease) in net
 assets from operations                  ($144,086)(103,784) 64,222     1,768   41,904  51,675   114,048 108,767 105,541
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Templeton Global       Templeton International    Templeton International
                                            Income Securities Fund          Equity Fund          Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $12,826  10,037   7,568    55,115   33,230  19,177       488     17       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,127     903     745    10,176    8,366   6,014        99     29       3
 Administrative charges                        282     226     186     2,544    2,092   1,504        25      7       1
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,409   1,129     931    12,720   10,458   7,518       124     36       4
 Investment income (loss), net              11,417   8,908   6,637    42,395   22,772  11,659       364    (19)     (4)
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                               -       -       -   110,714   50,952  23,468       565      -       -
  Realized gains (losses) on sales
   of investments, net                        (315)    668     432     9,119   13,328   4,043      (121)    (2)    119
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                          (315)    668     432   119,833   64,280  27,511       444     (2)    119
Net change in unrealized appreciation
 (depreciation) on investments                (521) (6,915)  2,837   (97,026)  25,384 114,314    (4,295)(1,075)      -
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
  appreciation (depreciation) on investments, net     (836) (6,247)    3,269   22,807  89,664   141,825 (3,851) (1,077)
119
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $10,581   2,661   9,906    65,202  112,436 153,484    (3,487)(1,096)    115
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                       Templeton Pacific Growth Fund U.S. Government Securities Fund Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996         1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>          <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $10,966   8,455  10,710    64,457   52,576  45,170         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,388     214   2,726     5,484    5,796   4,926         -      -       -
 Administrative charges                        347      53     682     1,371    1,449   1,231         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,735     267   3,408     6,855    7,245   6,157         -      -       -
 Investment income (loss), net               9,231   8,188   7,302    57,602   45,331  39,013         -      -       -
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           3,337       -   6,208         -        -       -         -      -      -
  Realized gains (losses) on sales
   of investments, net                     (38,525)    907   6,092    17,179   27,003  18,468        (3)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       (35,188)    907  12,300    17,179   27,003  18,468        (3)     -       -
Net change in unrealized appreciation
 (depreciation) on investments              (7,500)(164,185)12,362   (18,101)     136 (37,068)     (289)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (42,688)(163,278)24,662      (922)  27,139 (18,600)     (292)     -       -
Net increase (decrease) in net
 assets from operations                   ($33,457) (155,090)31,964   56,680   72,470  20,413      (292)     -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                            Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $27,976  24,296  19,213    22,733   25,018  19,668    25,369 22,065   8,167
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,236   2,223   2,212     2,431    2,373   2,270     2,862  2,535   1,411
 Administrative charges                        559     556     553       608      593     568       716    634     353
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,795   2,779   2,765     3,039    2,966   2,838     3,578  3,169   1,764
 Investment income (loss), net              25,181  21,517  16,448    19,694   22,052  16,830    21,791 18,896   6,403
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           4,476     550     190     5,259       87       -     3,510    176   2,213
  Realized gains (losses) on sales
   of investments, net                       4,953   5,922   2,734     2,463   11,706   4,146     2,415  1,074   6,865
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                         9,429   6,472   2,924     7,722   11,793   4,146     5,925  1,250   9,078
Net change in unrealized appreciation
 (depreciation) on investments             (11,643) (6,554)(13,736)   13,788    1,480 (21,955)   27,536 35,571   4,806
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                        (2,214)    (82)(10,812)   21,510   13,273 (17,809)   33,461 36,821  13,884
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $22,967  21,435   5,636    41,204   35,325    (979)   55,252 55,717  20,287
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                                                  Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             1998      1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>       <C>       <C>
Investment income:
 Dividends reinvested in fund shares                                                      $ 829,763   619,133    514,679
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                                                         115,794    95,822     77,110
 Administrative charges                                                                      28,950    23,956     19,277
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                              144,744   119,778     96,387
 Investment income (loss), net                                                              685,019   499,355    418,292
Realized   gains  (losses)  and  unrealized   appreciation   (depreciation)   on
investments:
 Realized capital gain distributions on mutual funds                                        873,428   268,254    164,334
  Realized gains (losses) on sales of investments, net                                      144,683   324,660    252,789
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net                                               1,018,111   592,914    417,123
 Net change in unrealized appreciation (depreciation) on investments                     (1,240,497)  548,282    354,212
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized appreciation
 (depreciation) on investments, net                                                        (222,386)1,141,196    771,335
Net increase (decrease) in net assets from operations                                     $ 462,633 1,640,551  1,189,627
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets 
For the years ended December 31, 1998, 1997 and 1996
                                                                                                     Global Health
                                       Adjustable U.S. Government Fund   Capital Growth Fund       Care Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996     1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>      <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $-       -  17,105      (776)    (113)     (2)      (67)     -       -
  Realized gains (losses) on investments, net    -       -   (10,027)     989     (11)        -      2       -       -
  Net change in unrealized appreciation
   (depreciation) on investments                 -       -    (200)   34,912     (548)   (140)    1,694      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                 -       -   6,878    35,125     (672)   (142)    1,629      -       -
 Policy transactions (note 4):
  Purchase payments                              -       -   6,969         -        -       -         -      -       -
  Transfers between funds                        -       - (34,766)  194,912   94,715   4,560     6,656      -       -
  Surrenders and terminations                    -       -  (1,178)        -        -       -         -      -       -
  Rescissions                                    -       -       -         -        -       -         -      -       -
  Policy loan transactions                       -       -      74         -        -       -         -      -       -
  Other transactions (note 2)                    -       -  (2,842)   (3,276)    (429)      -       (20)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions              -       - (31,743)  191,636   94,286   4,560     6,636      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                -       - (24,865)  226,761   93,614   4,418     8,265      -       -
Net assets at beginning of year                  -       -  24,865    98,032    4,418       -         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                       $-       -       -   324,793   98,032   4,418     8,265      -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                            Global Utilities Securities Fund    Growth and Income Fund           High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 50,771   53,883    61,689     65,829    43,696     16,297   147,388   138,395    151,749
  Realized gains (losses) on
   investments, net             149,908   150,746   118,555    231,500   134,863    127,607    38,724    48,831     42,764
  Net change in unrealized
   appreciation (depreciation)
   on investments               (40,828)  116,553  ( 93,370)  (118,668)  283,057     37,916  (177,480)    4,999     26,432
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     159,851   321,182    86,874    178,661   461,616    181,820     8,632   192,225    220,945
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments             104,584   116,828   127,511    427,399   387,084    347,781    55,984    50,642     57,851
  Transfers between funds       (38,007)  (67,788) (163,650)   282,965   194,269    289,040   (12,125) (140,178)   344,787
  Surrenders and terminations   (46,228)  (8,311)   (80,389)   (66,385) (271,440)   (28,415)  (21,000)  (67,891)    (3,551)
  Rescissions                         -         -         -          -         -          -         -         -          -
  Policy loan transactions       32,511   (60,609)  (97,734)   (31,446)    3,110      8,174  (168,452)  (33,557)     8,073
  Other transactions (note 2)   (65,057) (60,143)   (65,596)  (202,446) (163,700)  (145,312)  (43,702)  (41,580)   (35,494)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting from
 policy transactions            (12,197)  (80,023) (279,858)   410,087   149,323    471,268  (189,295) (232,564)   371,666
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease)
  in net assets                 147,654   241,159  (192,984)   588,748   610,939    653,088  (180,663)  (40,339)   592,611
Net assets at beginning
 of year                      1,594,097 1,352,938 1,545,922  2,317,193 1,706,254  1,053,166 1,834,614 1,874,953  1,282,342
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,741,751 1,594,097 1,352,938  2,905,941 2,317,193  1,706,254 1,653,951 1,834,614  1,874,953
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                   Investment Grade
                                 Income Securities Fund         Intermediate Bond Fund           Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- --------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net$ 100,580    62,457     27,550         -         -    3,249     52,588    29,826         27,558
  Realized gains (losses)
   on investments, net            29,857    22,389     7,923          -         -    1,981          -         -              -
  Net change in unrealized
   appreciation (depreciation)
   on investments               (115,794)   68,874    37,183          -         -   (3,575)         -         -              -
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                  14,643   153,720    72,656          -         -    1,655     52,588      29,826       27,558
- --------------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              219,675   255,347   275,281          -         -   11,940   3,668,991   1,996,782   2,288,562
  Transfers between funds        295,129    46,671   120,002          -         -  (72,421) (2,423,871) (2,136,510) (2,221,762)
  Surrenders and terminations    (50,336)  (11,918)  (20,210)         -         -     (751)    (25,503)    (52,158)    (27,431)
  Rescissions                         -         -        -            -         -        -     (29,369)          -           -
  Policy loan transactions      (12,262)  (25,240)  (4,239)           -         -        -      (9,864)    (25,633)     (5,692)
  Other transactions (note 2)  (101,921)  (96,044) (98,005)           -         -   (5,413)    (39,778)    168,886     (13,338)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions       350,285   168,816  272,829            -         -  (66,645)   1,140,606    (48,633)      20,339
- --------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    364,928   322,536  345,485            -         -  (64,990)   1,193,194    (18,807)      47,897
Net assets at
  beginning of year           1,192,087   869,551  524,066            -         -   64,990      710,942    729,749      681,852
- --------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,557,015 1,192,087  869,551            -         -        -    1,904,136    710,942      729,749
- --------------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                               Mutual Discovery            Mutual Shares            Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net            $ 2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695   1,324      837
  Realized gains (losses) on 
    investments, net                        10,893     166         -   20,290   2,034         2 (8,058)  (1,936)  16,425
  Net change in unrealized appreciation
   (depreciation) on investments           (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420) (25,118) (8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    (36,220) 25,500     468   (10,810)  51,211   1,597   (41,783) (25,730)  8,268
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
 Purchase payments                               -       -       -    74,363   16,585       -    13,268  15,837   18,730
 Transfers between funds                   155,186 281,309  50,000   214,033  776,453  84,053    59,479  (5,829) (46,431)
 Surrenders and terminations                     -       -       -    (3,707)       -       -    (5,593)    (52)  (7,791)
 Rescissions                                     -       -       -         -        -       -         -       -        -
 Policy loan transactions                  (56,263)      -       -  (111,671)  (1,956)      -       789     172     (524)
 Other transactions (note 2)                (7,963) (1,893)      -   (41,817)  (9,654)    (44)   (6,590) (6,922)  (9,019)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions         90,960 279,416  50,000   131,201  781,428  84,009    61,353   3,206  (45,035)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets           54,740 304,916  50,468   120,391  832,639  85,606    19,570 (22,524) (36,767)
Net assets at beginning of year            355,384  50,468       -   918,245   85,606       -   105,493 128,017  164,784
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $410,124 355,384  50,468 1,038,636  918,245  85,606   125,063 105,493  128,017
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
                                     
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                 Real Estate Securities Fund       Rising Dividends Fund            Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 22,016    8,632      5,589      2,794     1,419       1,941    (3,937)    (1,212)    (131)
  Realized gains (losses) on
   investments, net               31,340   23,316      1,980    119,742    28,302       2,703    47,968      7,269      472
  Net change in
   unrealized appreciation
   (depreciation) on
   investments                  (179,557)  57,737     58,343    (77,635)   93,007      44,265   (48,794)    22,458    3,624
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     (126,201)  89,685     65,912     44,901   122,728      48,909    (4,763)    28,515    3,965
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              115,546   92,480     67,454    161,902   108,408     74,745    113,167     44,998      683
  Transfers between funds         37,909  176,166     86,682    244,722   193,808     86,767    400,975    248,658   51,952
  Surrenders and terminations             (10,028)    (2,795)    (1,098)  (14,872)   (17,668)    (7,693)    (9,697)    (965)
75
  Rescissions                          -        -          -          -         -          -          -          -        -
  Policy loan transactions        (4,950) (15,416)    (1,340)    (4,345)   (5,874)    (1,876)      (575)         -        -
  Other transactions (note 2)             (55,881)   (43,348)   (27,619)  (78,620)   (51,398)   (33,070)   (47,188) (19,801)
(239)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 policy transactions              82,596  207,087    124,079    308,787   227,276    118,873    456,682    272,890   52,471
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (43,605) 296,772    189,991    353,688   350,004    167,782    451,919    301,405   56,436
Net assets at beginning
  of year                        646,288  349,516    159,525    654,915   304,911    137,129    357,841     56,436        -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $602,683  646,288    349,516  1,008,603   654,915    304,911    809,760    357,841   56,436
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Developing Markets         Templeton Global              Templeton Global
                                         Equity Fund               Asset Allocation Fund              Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 15,461      5,407       (275)    8,896     4,723     (2,353)  27,239     7,170     3,267
  Realized gains (losses) on
   investments, net               38,561     18,074      7,994    24,509    25,465     12,650  156,860    21,035    11,116
  Net change in unrealized
   appreciation (depreciation)
   on investments               (198,108)  (127,265)    56,503   (31,637)   11,716     41,378  (70,051)   80,562    91,158
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                (144,086)  (103,784)    64,222     1,768    41,904     51,675  114,048   108,767   105,541
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              159,440    191,340    215,896     1,438       430        439  318,275   317,636   335,873
  Transfers between funds          5,954      2,200    267,310     5,929  (108,898)   333,332  262,188   272,672   119,840
  Surrenders and terminations    (19,910)   (24,839)   (10,080)        -      (108)         -  (42,480)  (35,910)  (12,771)
  Rescissions                          -          -          -         -         -          -        -         -         -
  Policy loan transactions       (16,461)   (20,884)    (2,638)  (77,494)        -          -  (11,353)  (19,640)   (8,767)
  Other transactions (note 2)    (56,866)   (77,790)   (73,383)   (4,852)   (5,240)    (1,945)(144,669) (131,055) (113,183)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions         72,157    70,027     397,105   (74,979) (113,816)   331,826  381,961   403,703   320,992
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (71,929)  (33,757)    461,327   (73,211)  (71,912)   383,501  496,009   512,470   426,533
Net assets at beginning
  of year                        635,389   669,146     207,819   311,809   383,721       220 1,287,362   774,892   348,359
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $563,460   635,389     669,146   238,598   311,809   383,721 1,783,371 1,287,362   774,892
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                      Templeton Global            Templeton International       Templeton International
                                   Income Securities Fund               Equity Fund             Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 11,417    8,908    6,637      42,395      22,772    11,659      364     (19)        (4)
  Realized gains (losses)
   on investments, net             (315)      668      432     119,833      64,280    27,511      444      (2)       119
  Net change in unrealized
   appreciation (depreciation)
 on investments                    (521)   (6,915)   2,837     (97,026)     25,384   114,314   (4,295) (1,075)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                      10,581     2,661    9,906      65,202     112,436   153,484   (3,487) (1,096)       115
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              43,650    42,795   39,862     343,054     359,829   371,300        -        -          -
  Transfers between funds         8,645    (1,929)   9,506     214,070     170,913   100,214    9,480   13,608       (115)
  Surrenders and terminations    (2,203)   (1,422)  (2,101)    (77,537)    (30,410)  (30,572)       -        -          -
  Rescissions                         -         -        -           -           -         -        -        -          -
  Policy loan transactions       (4,262)   (2,728)    (425)    (14,359)    (37,789)  (10,040)       -        -          -
  Other transactions (note 2)   (18,506)  (17,463) (16,260)   (150,458)   (138,095) (129,653)    (360)     (42)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting
 from policy transactions        27,324    19,253    30,582     314,770    324,448    301,249    9,120   13,566      (115)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets37,905    21,914    40,488     379,972    436,884    454,733    5,633   12,470         -
Net assets at beginning of year 151,430   129,516    89,028   1,446,893  1,010,009    555,276   12,470        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $189,335   151,430   129,516   1,826,865  1,446,893  1,010,009   18,103   12,470         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Pacific Growth Fund U.S. Government Securities Fund    Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 9,231     8,188      7,302    57,602    45,331     39,013         -        -         -
  Realized gains (losses)
 on investments, net            (35,188)      907     12,300    17,179    27,003     18,468        (3)       -         -
Net change in unrealized
 appreciation (depreciation)
 on investments                  (7,500) (164,185)    12,362   (18,101)      136    (37,068)     (289)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                     (33,457) (155,090)    31,964    56,680    72,470     20,413      (292)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Policy transactions (note 4):
 Purchase payments               91,236   134,478    181,194    36,225    40,913     26,467         -        -         -
 Transfers between funds        (25,732)  (41,449)    14,234     2,433  (108,226)   261,674     3,405        -         -
 Surrenders and terminations    (15,757)  (10,217)   (20,255)  (28,787)  (20,318)    (7,837)        -        -         -
 Rescissions                          -         -          -         -         -         -          -        -         -
 Policy loan transactions        (2,091)  (13,651)    (2,894)   (7,674)   (7,823)     (424)         -        -         -
 Other transactions (note 2)    (29,702)  (52,839)   (73,664)  (28,339)  (27,460)  (19,100)       (15)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions        17,954    16,322     98,615   (26,142) (122,914)  260,780      3,390        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    (15,503) (138,768)   130,579    30,538   (50,444)  281,193      3,098        -         -
Net assets at beginning
  of year                       289,825   428,593    298,014   877,698   928,142   646,949          -        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $274,322   289,825    428,593   908,236   877,698   928,142      3,098        -         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                           Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net           $ 25,181  21,517     16,448    19,694   22,052   16,830   21,791  18,896    6,403
  Realized gains (losses) on
    investments, net                         9,429   6,472      2,924     7,722   11,793    4,146    5,925   1,250    9,078
  Net change in unrealized appreciation
   (depreciation) on investments           (11,643) (6,554)   (13,736)   13,788    1,480  (21,955)  27,536  35,571    4,806
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                     22,967  21,435      5,636    41,204   35,325     (979)  55,252  55,717   20,287
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                              -       -          -         -        -        -        -      -        -
  Transfers between funds                        - (17,434)         -         -  (61,213)  57,145        -   3,652  223,644
  Surrenders and terminations               (9,045)      -          -         -        -   (3,894)       -       -        -
  Rescissions                                    -       -          -         -        -        -        -       -        -
  Policy loan transactions                  (7,106)    (73)       (64)        -        -        -   (1,739)   (183)    (176)
  Other transactions (note 2)               (4,490) (4,421)    (4,271)   (4,873)  (4,798)  (4,109)  (6,849) (5,717)  (3,437)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions        (20,641)(21,928)    (4,335)   (4,873) (66,011)  49,142   (8,588) (2,248)  220,031
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets            2,326    (493)     1,301    36,331  (30,686)  48,163   46,664  53,469   240,318
Net assets at beginning of year            350,230 350,723    349,422   354,637  385,323  337,160  409,523 356,054   115,736
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $352,556 350,230    350,723   390,968  354,637  385,323  456,187 409,523   356,054
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                                                Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                          1998        1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                                                         $ 685,019    499,355     418,292
  Realized gains (losses) on investments, net                                           1,018,111    592,914     417,123
  Net change in unrealized appreciation (depreciation) on investments                  (1,240,497)   548,282     354,212
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations                                     462,633  1,640,551   1,189,627
 Policy transactions (note 4):
Purchase payments                                                                       5,948,197  4,172,412   4,448,538
Transfers between funds                                                                   (95,665)  (214,360)    (34,403)
Surrenders and terminations                                                              (449,068)  (556,422)   (265,942)
Rescissions                                                                               (29,369)         -           -
Policy loan transactions                                                                 (509,067)  (267,774)   (120,512)
Other transactions (note 2)                                                            (1,144,238)  (790,946)   (874,996)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from policy transactions                3,720,790  2,342,910   3,152,685
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                                                       4,183,423  3,983,461   4,342,312
Net assets at beginning of year                                                        16,912,397 12,928,936   8,586,624
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                             $21,095,820 16,912,397  12,928,936
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Notes to Financial Statements
December 31, 1998


1. ORGANIZATION

Allianz Life Variable  Account A (Variable  Account) is a segregated  investment
account of  Allianz  Life  Insurance  Company of North  America  (Allianz  Life)
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust  pursuant  to the  provisions  of the  Investment  Company Act of 1940 (as
amended).  The Variable  Account was  established  on May 31, 1985 and commenced
operations  September 8, 1987.  Accordingly,  it is an accounting entity wherein
all segregated account transactions are reflected.

The Variable  Account's assets are the property of Allianz Life and are held for
the benefit of the owners and other persons  entitled to payments under variable
life policies  issued through the Variable  Account and  underwritten by Allianz
Life.  The  assets of the  Variable  Account,  equal to the  reserves  and other
liabilities of the Variable  Account,  are not chargeable with  liabilities that
arise from any other business which Allianz Life may conduct.

The Variable  Account's  sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark  Funds  (FVF),  managed by Franklin
Advisers, Inc. and its Templeton and Franklin affiliates, in accordance with the
selection  made by the policy  owner.  Not all funds are available as investment
options for the products which comprise the Variable Account.

Certain officers and trustees of the FVF are also officers and/or directors of 
Franklin Advisers, Inc. and/or Allianz Life.


2. SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Investments
Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include realized gain distributions  received from the
respective  funds and  gains on the sale of fund  shares  as  determined  by the
average  cost  method.   Realized  gain  distributions  are  reinvested  in  the
respective funds. Dividend distributions received from the FVF are reinvested in
additional  shares of the FVF and are recorded as income to the Variable Account
on the ex-dividend date.

A Fixed Account investment option is available to variable universal life policy
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3 %.

The Global Health Care Securities  Fund and Value  Securities Fund were added as
available  investment  options  on May 1,  1998.  The  Capital  Growth  Fund and
Templeton   International   Smaller  Companies  Fund  were  added  as  available
investment  options on May 1, 1996.  The Mutual  Discovery  Securities  Fund and
Mutual  Shares  Securities  Fund were added as available  investment  options on
November 8, 1996. The  Investment  Grade  Intermediate  Bond Fund and Adjustable
U.S.  Government  Fund were  closed on October  25, 1996 when shares of the U.S.
Government Securities Fund were substituted for all shares of both funds.

On May 1, 1998,  the Utility  Equity  Fund name was changed to Global  Utilities
Securities Fund. The Precious Metals Fund name was changed to Natural  Resources
Securities  Fund on May 1, 1997. On May 1, 1996, the Global Income Fund name was
changed to Templeton Global Income Securities Fund.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONT.)


Expenses

Asset Based Expenses
A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual  basis,  to .60% of the daily net assets of the
Variable Account.

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to .15% of the daily  net  assets of the  Variable
Account.


Contract Based Expenses
A cost of insurance charge is deducted against each policy by liquidating units.
The amount of the charge is based  upon age,  sex,  rate class and net amount at
risk (death  benefit less total cash surrender  value).  Total cost of insurance
charges paid by the policy  owners for the years ended  December 31, 1998,  1997
and 1996 were $939,693, $832,417 and $715,700, respectively.

A deferred  issue  charge is deducted  annually,  at the end of the policy year,
from each single premium  variable life policy for the first ten policy years by
liquidating  units.  The  amount  of  the  charge  is 7% of the  single  premium
consisting  of 2.5% for premium  taxes,  4% for sales  charge and .5% for policy
issue charge (in the State of California,  2.35%, 4.15% and .5%,  respectively).
If  the  policy  is  surrendered  before  the  full  amount  is  collected,  the
uncollected  portion of this charge is deducted  from the account  value.  Total
deferred  issue charges paid by the policy  owners for the years ended  December
31, 1998, 1997 and 1996 were $40,600, $37,629, and $28,152, respectively.

A policy charge is deducted on each monthly  anniversary date from each variable
universal life policy by liquidating units. The amount of the charge is equal to
2.5% of each premium  payment for premium taxes plus $20 per month for the first
policy year and $9 per month guaranteed thereafter.  Currently, Allianz Life has
agreed to  voluntarily  limit the charge to $5 per month after the first  policy
year.  Total  policy  charges  paid by the  policy  owners  for the years  ended
December  31,  1998,  1997 and  1996  were  $213,159,  $211,485,  and  $204,321,
respectively.

Twelve free transfers are permitted each contract year.  Thereafter,  the fee is
the lesser of $25 or 2% of the amount transferred. No transfer charges were paid
by the policy  owners during the years ended  December 31, 1998,  1997 and 1996,
respectively. Net transfers to the Fixed Account during the years ended December
31, 1998, 1997 and 1996 were $95,665, $214,360, and $34,403, respectively.

The cost of  insurance,  deferred  issue,  policy and transfer  charges paid are
reflected in the Statements of Changes in Net Assets as Other transactions.


3. FEDERAL INCOME TAXES

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Allianz Life, which is taxed as a life insurance company under the
Internal Revenue Code.

Allianz Life does not expect to incur any federal  income taxes in the operation
of the Variable  Account.  If, in the future,  Allianz Life  determines that the
Variable  Account may incur federal  income  taxes,  it may then assess a charge
against the Variable Account for such taxes.




<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY

Transactions  in units for each fund for the years ended December 31, 1998, 1997
and 1996, were as follows:

                                                   Global     Global                               Investment             Mutual
                          Adjustable U.S Capital Health Care Utilities Growth and   High   Income    Grade        Money  Discovery
                            Government   Growth  Securities  Securities  Income    Income Securities Intermediate Market Securities
                               Fund       Fund      Fund       Fund       Fund       Fund    Fund    Bond Fund     Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>        <C>        <C>        <C>        <C>     <C>       <C>        <C>       <C>
Units outstanding at
 December 31, 1995            2,013       -           -       66,198     38,021     65,333  26,614     4,259     45,768        -
Policy transactions:
 Purchase payments              553       -           -        5,397     12,119      2,801  13,495       778    147,764        -
 Transfers between funds     (2,257)     391          -       (6,933)     9,962     17,863   5,904    (4,635)  (143,612)    4,953
 Surrenders and terminations    (94)      -           -       (3,354)    (1,005)      (177) (1,004)      (49)    (1,836)       -
 Policy loan transactions         6       -           -       (4,007)       311        405    (212)       -        (376)       -
 Other transactions            (221)      -           -       (2,782)    (5,057)    (1,722) (4,812)     (353)      (778)       -
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions         (2,013)     391          -      (11,679)    16,330     19,170  13,371    (4,259)     1,162     4,953

Units outstanding at
 December 31, 1996               -       391          -       54,519     54,351     84,503  39,985        -      46,930     4,953

Policy transactions:
 Purchase payments               -        -           -        4,451     10,974      2,141  11,090        -     125,344        -
 Transfers between funds         -     7,029          -       (2,894)     5,516     (5,679)  1,881        -    (120,861)   24,650
 Surrenders and terminations     -        -           -         (304)    (7,932)    (3,022)   (513)       -      (3,267)       -
 Policy loan transactions        -        -           -       (2,428)       (68)    (1,471) (1,113)       -      (1,621)       -
 Other transactions              -      (34)          -       (2,288)    (4,624)    (1,789) (4,161)       -      (2,758)     (164)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -    6,995           -       (3,463)     3,866     (9,820)  7,184        -      (3,163)   24,486
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997               -    7,386           -       51,056     58,217     74,683  47,169        -      43,767    29,439
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments               -       -            -        3,254     10,356      2,263   8,710        -     216,819        -
 Transfers between funds         -   13,340          778      (1,327)     6,612       (511) 11,713        -    (142,026)   11,424
 Surrenders and terminations     -       -            -       (1,451)    (1,628)      (852) (1,996)       -      (1,535)       -
 Rescissions                     -       -            -           -          -          -       -         -      (1,784)       -
 Policy loan transactions        -       -            -        1,042       (754)    (6,603)   (481)       -        (599)   (4,187)
 Other transactions              -     (230)         (2)      (2,025)    (4,902)    (1,762) (4,044)       -      (2,394)     (647)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -   13,110          776        (507)     9,684     (7,465) 13,902        -      68,481     6,590
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998               -   20,496          776      50,549     67,901     67,218  61,071        -     112,248    36,029
- ---------------------------------------------------------------------------------------------------------------------------


<PAGE>


4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)
                                                                                                         Templeton
                        Mutual    Natural                               Templeton    Templeton  Templeton  Global    Templeton
                        Shares   Resources Real Estate  Rising   Small  Developing  Global Asset Global    Income   International
                     Securities Securities Securities  Dividends Cap  Markets Equity Allocation  Growth   Securities  Equity
                         Fund      Fund      Fund       Fund     Fund     Fund        Fund        Fund      Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>        <C>      <C>      <C>         <C>         <C>       <C>        <C>
Units outstanding at
 December 31, 1995          -     10,831     7,628     10,700       -    22,210          21      31,471     5,801     40,830
Policy transactions:
 Purchase payments          -      1,115     2,975      5,400       54   20,769          39      28,048     2,551     24,859
 Transfers between
  funds                  8,284    (2,791)    3,397      6,298    4,297   24,526      30,441       9,880       609      6,586
 Surrenders and
  terminations              -       (438)      (51)      (581)       6     (952)         -       (1,089)     (138)    (2,070)
 Policy loan transactions   -        (29)      (62)      (134)      -      (251)         -         (718)      (26)      (665)
  Other transactions       (4)      (536)   (1,209)    (2,379)     (19)  (7,042)      (169)      (9,435)   (1,041)    (8,691)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
 (decrease) in units
resulting from policy
transactions             8,280    (2,679)    5,050      8,604    4,338   37,050     30,311       26,686     1,955     20,019
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1996       8,280     8,152    12,678     19,304    4,338   59,260     30,332       58,157     7,756     60,849
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments       1,460     1,090     3,106      5,847    3,088   15,655         31       21,703     2,567     19,816
 Transfers between
  funds                 67,284      (400)    5,867     10,275   17,595   (2,887)    (7,728)      18,498      (108)     9,327
 Surrenders and
  terminations              -         (6)      (93)      (909)     (74)  (1,900)        (9)      (2,308)      (85)    (1,686)
 Policy loan transactions  (184)      (7)     (534)      (334)       -   (1,728)         -       (1,348)     (164)    (2,099)
 Other transactions        (841)    (475)   (1,455)    (2,780)  (1,348)  (6,291)      (396)      (8,935)   (1,050)    (7,573)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions      67,719      202     6,891     12,099   19,261    2,849     (8,102)      27,610     1,160     17,785
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997       75,999    8,354    19,569     31,403   23,599   62,109     22,230       85,767     8,916     78,634
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments        6,140    1,227     3,889      7,667    7,774   18,632        102       20,228     2,504     17,692
 Transfers between
  funds                  16,707    4,888     1,042     11,079   26,906      714        445       16,458       502     10,775
 Surrenders and
  terminations             (307)    (544)     (354)      (668)    (631)  (2,188)         -       (2,700)     (129)    (3,966)
 Rescissions                -        -         -          -        -        -           -           -         -          -
 Policy loan transactions (8,559)     57      (163)      (199)     (47)  (1,902)     (5,298)       (677)     (244)      (733)
 Other transactions       (3,446)   (609)   (1,880)    (3,711)  (3,266)  (6,572)       (335)     (9,229)   (1,062)    (7,641)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions       10,535   5,019     2,534     14,168   30,736    8,684      (5,086)     24,080     1,571     16,127
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998        86,534  13,373    22,103     45,571   54,335   70,793      17,144     109,847    10,487     94,761
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)

                                             Templeton
                                           International  Templeton   U.S.                 Zero     Zero     Zero
                                              Smaller      Pacific  Government   Value    Coupon   Coupon   Coupon    Total
                                             Companies     Growth   Securities Securities  Fund -   Fund -   Fund -    All
                                                Fund        Fund      Fund       Fund      2000     2005     2010     Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>       <C>        <C>       <C>      <C>      <C>      <C>
Units outstanding at December 31, 1995            -       21,322    32,402         -     14,874   12,382    3,735  462,413
Policy transactions:
 Purchase payments                                -       12,100     1,329         -         -     2,260       -   282,146
 Transfers between funds                          -          802    12,856         -          1     (149)   8,290   (2,628)
 Surrenders and terminations                      -       (1,318)     (400)        -         -        -        -   (14,699)
 Policy loan transactions                         -         (189)      (22)        -        (3)       -       (7)   (5,979)
 Other transactions                               -       (4,907)     (961)        -      (185)    (162)    (122)  (52,587)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions               -        6,488    12,802         -      (187)   1,949    8,161   206,253
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996            -       27,810    45,204         -    14,687   14,331   11,896   668,666

Policy transactions:
 Purchase payments                                -        9,779     1,925         -         -       -        -    240,067
 Transfers between funds                       1,143      (2,629)   (5,101)        -      (707) (2,226)      119    17,964
 Surrenders and terminations                      -         (759)     (952)        -         -       -        -    (23,819)
 Policy loan transactions                         -         (884)     (382)        -        (3)      -       (6)   (14,374)
 Other transactions                              (4)      (3,737)   (1,294)        -      (181)   (173)    (183)   (52,534)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions            1,139       1,770    (5,804)        -      (891)  (2,399)    (70)   167,304
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997         1,139      29,580    39,400         -    13,796   11,932  11,826    835,970

Policy transactions:
 Purchase payments                                -       11,546     1,572         -        -        -        -    340,375
 Transfers between funds                         795      (2,703)       45        401       -        -        -    (11,943)
 Surrenders and terminations                      -       (2,018)   (1,237)        -     (346)       -        -    (22,550)
 Rescissions                                      -           -         -          -        -        -        -     (1,784)
 Policy loan transactions                         -         (247)     (332)        -     (263)       -      (45)   (30,234)
 Other transactions                             (35)      (3,684)   (1,215)       (2)    (171)    (154)    (184)   (59,202)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions              760       2,894    (1,167)       399    (780)    (154)    (229)   214,662

Units outstanding at December 31, 1998         1,899      32,474    38,233        399  13,016   11,778   11,597  1,050,632
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES

A summary of unit values and units  outstanding  for variable life contracts and
the expense ratios,  including expenses of the underlying funds, for each of the
five years in the period ended December 31, 1998 follows.

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>         <C>         <C>
Adjustable U.S. Government Fund
December 31,
 19961                                                                     18,047      $12,873     $232,322       1.34%
 1995                                                                       2,013       12.352       24,865       1.34
 1994                                                                         654       11.374        7,427       1.32
 1993                                                                         403       11.481        4,622       1.33


Capital Growth Fund
December 31,
 1998                                                                      20,496       15.847      324,793       1.52
 1997                                                                       7,386       13.273       98,032       1.52
 19962                                                                        391       11.303        4,418       1.52


Global Health Care Securities Fund
December 31,
 19983                                                                        776       10.656        8,265       1.59


Global Utilities Securities Fund
December 31,
 1998                                                                      50,549       34.456    1,741,751       1.25
 1997                                                                      51,056       31.223    1,594,097       1.25
 1996                                                                      54,519       24.816    1,352,938       1.25
 1995                                                                      66,198       23.353    1,545,922       1.25
 1994                                                                      59,969       17.912    1,074,173       1.27


Growth and Income Fund
December 31,
 1998                                                                      67,901       42.797    2,905,941       1.24
 1997                                                                      58,217       39.803    2,317,193       1.24
 1996                                                                      54,351       31.393    1,706,254       1.25
 1995                                                                      38,021       27.700    1,053,166       1.27
 1994                                                                      29,795       21.010      625,982       1.29


High Income Fund
December 31,
 1998                                                                      67,218       24.606    1,653,951       1.28
 1997                                                                      74,683       24.565    1,834,614       1.28
 1996                                                                      84,503       22.188    1,874,953       1.29
 1995                                                                      65,333       19.628    1,282,342       1.31
 1994                                                                      63,380       16.512    1,046,519       1.35
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>         <C>
Income Securities Fund
December 31,
 1998                                                                      61,071      $25.496   $1,557,015       1.24%
 1997                                                                      47,169       25.273    1,192,087       1.25
 1996                                                                      39,985       21.747      869,551       1.25
 1995                                                                      26,614       19.691      524,066       1.26
 1994                                                                      10,514       16.208      170,404       1.29


Investment Grade Intermediate Bond Fund
December 31,
 19961                                                                      4,699       15.617       73,376       1.35
 1995                                                                       4,259       15.260       64,990       1.36
 1994                                                                       6,002       13.978       83,891       1.38
 1993                                                                         582       14.017        8,158       1.41

Money Market Fund
December 31,
 1998                                                                     112,248       16.964    1,904,136       1.20
 1997                                                                      43,767       16.244      710,942       1.20
 1996                                                                      46,930       15.550      729,749       1.18
 1995                                                                      45,768       14.898      681,852       1.15
 1994                                                                      37,381       14.194      530,565       1.21


Mutual Discovery Securities Fund
December 31,
 1998                                                                      36,029       11.383      410,124       1.75
 1997                                                                      29,439       12.072      355,384       1.81
 19964                                                                      4,953       10.190       50,468       2.12


Mutual Shares Securities Fund
December 31,
 1998                                                                      86,534       12.002    1,038,636       1.52
 1997                                                                      75,999       12.082      918,245       1.55
 19964                                                                      8,280       10.339       85,606       1.75


Natural Resources Securities Fund
December 31,
 1998                                                                      13,373        9.353      125,063       1.39
 1997                                                                       8,354       12.629      105,493       1.44
 1996                                                                       8,152       15.704      128,017       1.40
 1995                                                                      10,831       15.214      164,784       1.41
 1994                                                                      13,441       14.977      201,295       1.43
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Real Estate Securities Fund
December 31,
 1998                                                                      22,103      $27.267     $602,683       1.29%
 1997                                                                      19,569       33.025      646,288       1.29
 1996                                                                      12,678       27.568      349,516       1.32
 1995                                                                       7,628       20.913      159,525       1.34
 1994                                                                       4,368       17.928       78,309       1.37


Rising Dividends Fund
December 31,
 1998                                                                      45,571       22.132    1,008,603       1.47
 1997                                                                      31,403       20.855      654,915       1.49
 1996                                                                      19,304       15.795      304,911       1.51
 1995                                                                      10,700       12.816      137,129       1.53
 1994                                                                       4,474        9.952       44,527       1.55


Small Cap Fund
December 31,
 1998                                                                      54,335       14.903      809,760       1.52
 1997                                                                      23,599       15.164      357,841       1.52
 1996                                                                       4,338       13.011       56,436       1.52
 19955                                                                          -       10.157            -       1.65

Templeton Developing Markets Equity Fund
December 31,
 1998                                                                      70,793        7.959      563,460       2.16
 1997                                                                      62,109       10.230      635,389       2.17
 1996                                                                      59,260       11.292      669,146       2.24
 1995                                                                      22,210        9.357      207,819       2.16
 19946                                                                      6,099        9.173       55,951       2.28


Templeton Global Asset Allocation Fund
December 31,
 1998                                                                      17,144       13.917      238,598       1.59
 1997                                                                      22,230       14.027      311,809       1.69
 1996                                                                      30,332       12.651      383,721       1.61
 19957                                                                         21       10.637          220       1.65


Templeton Global Growth Fund
December 31,
 1998                                                                     109,847       16.235    1,783,371       1.63
 1997                                                                      85,767       15.010    1,287,362       1.63
 1996                                                                      58,157       13.324      774,892       1.68
 1995                                                                      31,471       11.069      348,359       1.72
 19946                                                                      6,748        9.894       66,760       1.89
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                             Units                             Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Templeton Global Income Securities Fund
December 31,
 1998                                                                      10,487      $18.052     $189,335       1.38%
 1997                                                                       8,916       16.985      151,430       1.37
 1996                                                                       7,756       16.700      129,516       1.36
 1995                                                                       5,801       15.347       89,028       1.39
 1994                                                                       3,175       13.483       42,818       1.46


Templeton International Equity Fund
December 31,
 1998                                                                      94,761       19.278    1,826,865       1.63
 1997                                                                      78,634       18.400    1,446,893       1.64
 1996                                                                      60,849       16.598    1,010,009       1.64
 1995                                                                      40,830       13.600      555,276       1.67
 1994                                                                      11,403       12.390      141,293       1.74


Templeton International Smaller Companies Fund
December 31,
 1998                                                                       1,899        9.528       18,103       1.85
 1997                                                                       1,139       10.943       12,470       1.81
 19962                                                                          -       11.194            -       1.53


Templeton Pacific Growth Fund
December 31,
 1998                                                                      32,474        8.447      274,322       1.85
 1997                                                                      29,580        9.798      289,825       1.78
 1996                                                                      27,810       15.412      428,593       1.74
 1995                                                                      21,322       13.977      298,014       1.76
 1994                                                                      12,635       13.042      164,784       1.82


U.S. Government Securities Fund
December 31,
 1998                                                                      38,233       23.755      908,236       1.25
 1997                                                                      39,400       22.276      877,698       1.25
 1996                                                                      45,204       20.532      928,142       1.26
 1995                                                                      32,402       19.966      646,949       1.27
 1994                                                                      31,714       16.840      534,051       1.28


Value Securities Fund
December 31,
 19983                                                                        399        7.751        3,098       1.87
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>         <C>          <C>
Zero Coupon Fund - 2000
December 31,
 1998                                                                      13,016      $27.086     $352,556       1.15%
 1997                                                                      13,796       25.386      350,230       1.15
 1996                                                                      14,687       23.880      350,723       1.15
 1995                                                                      14,874       23.491      349,422       1.15
 1994                                                                      14,594       19.614      286,240       1.15


Zero Coupon Fund - 2005
December 31,
 1998                                                                      11,778       33.196      390,968       1.15
 1997                                                                      11,932       29.722      354,637       1.15
 1996                                                                      14,331       26.888      385,323       1.15
 1995                                                                      12,382       27.229      337,160       1.15
 1994                                                                      12,559       20.821      261,513       1.15


Zero Coupon Fund - 2010
December 31,
 1998                                                                      11,597       39.336      456,187       1.15
 1997                                                                      11,826       34.629      409,523       1.15
 1996                                                                      11,896       29.931      356,054       1.15
 1995                                                                       3,735       30.991      115,736       1.15
 1994                                                                       3,804       21.866       83,178       1.15
<FN>

*For the year ended December 31, including the effect of the expenses of the underlying funds.
 Annualized.
1Period  from January 1, 1996 to October 25, 1996 (fund  closure).  2Period from
May 1, 1996 (fund  commencement) to December 31, 1996.  3Period from May 1, 1998
(fund  commencement)  to December 31, 1998.  4Period from November 8, 1996 (fund
commencement)  to  December  31,  1996.  5Period  from  November  1, 1995  (fund
commencement)   to  December  31,   1995.   6Period  from  July  1,  1994  (fund
commencement) to December 31, 1994. 7Period from May 1, 1995 (fund commencement)
to December 31, 1995.
</FN>

</TABLE>



                             ALLIANZ LIFE INSURANCE
                            COMPANY OF NORTH AMERICA
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                          December 31, 1998 and 1997 

<PAGE>
 
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Independent Auditors' Report
 
 
The Board of Directors
Allianz Life Insurance Company of North America:

We have audited the  accompanying  consolidated  balance  sheets of Allianz Life
Insurance  Company of North America and subsidiaries as of December 31, 1998 and
1997, and the related  consolidated  statements of income,  stockholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1998. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Allianz
Life Insurance Company of North America and subsidiaries as of December 31, 1998
and 1997, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.


                                            KPMG Peat Marwick LLP



Minneapolis, Minnesota
February 5, 1999


<PAGE>
<TABLE>
<CAPTION>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements 
 
Consolidated Balance Sheets
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>    
Assets
Investments:
 Fixed maturities, at fair value                                                                $ 2,538,291   2,705,210
 Equity securities, at fair value                                                                   512,404     442,607
 Mortgage loans on real estate                                                                      457,128     318,683
 Certificates of deposit and short-term securities                                                  166,366     117,124
 Policy loans                                                                                         7,118       5,695
 Other invested assets                                                                               95,746      51,863
 Investment in LifeUSA Holdings Inc.                                                                 80,928           0
- ---------------------------------------------------------------------------------------------------------------------------
Total investments                                                                                 3,857,981   3,641,182
Cash                                                                                                 67,195      26,871
Accrued investment income                                                                            36,649      38,345
Receivables (net of allowance for uncollectible accounts of $3,254 in 1998 and $3,122 in 1997)      323,971     262,676
Reinsurance receivable:
 Funds held on deposit                                                                            1,170,170   1,145,210
 Recoverable on future policy benefit reserves                                                    1,191,098   1,120,663
 Recoverable on unpaid claims                                                                       293,179     219,443
 Receivable on paid claims                                                                           24,986      31,158
Deferred acquisition costs                                                                          930,059     927,080
Other assets                                                                                         35,755      34,475
Federal income tax recoverable                                                                        4,060      20,761
- ---------------------------------------------------------------------------------------------------------------------------
Assets, exclusive of separate account assets                                                      7,935,103   7,467,864
Separate account assets                                                                           9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                    $17,850,253  18,224,793
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Balance Sheets (cont.)
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>
Liabilities:
 Future benefit reserves:
Life                                                                                            $ 1,445,844   1,297,269
Annuity                                                                                           3,588,491   3,251,829
 Policy and contract claims                                                                         770,846     607,011
 Unearned premiums                                                                                   53,778      50,168
 Reinsurance payable                                                                                129,397     111,684
 Deferred income on reinsurance                                                                     106,065     115,688
 Deferred income taxes                                                                              257,903     228,861
 Accrued expenses                                                                                    91,631      93,341
 Commissions due and accrued                                                                         41,000      39,517
 Other policyholder funds                                                                            20,586      30,208
 Other liabilities                                                                                   89,038     424,696
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities, exclusive of separate account liabilities                                            6,594,579   6,250,272
 Separate account liabilities                                                                     9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                16,509,729  17,007,201
Stockholder's equity:
 Common stock, $1 par value, 20 million shares authorized, issued and outstanding                    20,000      20,000
 Preferred stock, $1 par value, cumulative, 200 million shares authorized,
 No shares outstanding in 1998, 25 million shares outstanding in 1997                                     0      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Retained earnings                                                                                  673,857     574,447
 Accumulated other comprehensive income                                                             239,579     191,057
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                                        1,340,524   1,217,592
Commitments and contingencies (notes 6, 12 and 13)
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity                                                      $17,850,253  18,224,793
- ---------------------------------------------------------------------------------------------------------------------------
 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Income 
Years ended December 31, 1998,  1997 and 1996
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>
Revenue:
 Life insurance premiums                                                             $ 416,199      339,841    284,084
 Other life policy considerations                                                       52,668       83,816     85,747
 Annuity considerations                                                                222,632      219,262    170,656
 Accident and health premiums                                                          773,570      747,718    603,230
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums and considerations                                                    1,465,069    1,390,637  1,143,717
 Premiums and annuity considerations ceded                                             411,316      438,018    277,163
- ---------------------------------------------------------------------------------------------------------------------------
Net premiums and considerations                                                      1,053,753      952,619    866,554
 Investment income, net                                                                217,066      162,350    222,622
 Realized investment gains                                                              89,226       61,488     28,561
 Equity in earnings of LifeUSA Holdings Inc.                                             2,207            0          0
 Other                                                                                  75,967       53,760      6,193
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                        1,438,219    1,230,217  1,123,930
Benefits and expenses:
 Life insurance benefits                                                               461,891      336,090    281,441
 Annuity benefits                                                                      251,463      206,189    153,238
 Accident and health insurance benefits                                                623,640      566,746    434,793
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits                                                                       1,336,994    1,109,025    869,472
 Benefit recoveries                                                                    501,719      426,607    249,552
- ---------------------------------------------------------------------------------------------------------------------------
Net benefits                                                                           835,275      682,418    619,920
 Commissions and other agent compensation                                              322,697      310,665    267,714
 General and administrative expenses                                                   116,007      106,744     99,018
 Taxes, licenses and fees                                                               15,848       20,605     19,959
 Increase in deferred acquisition costs, net                                            (2,979)     (63,742)   (36,344)
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses                                                          1,286,848    1,056,690    970,267
Income from operations before income taxes                                             151,371      173,527    153,663
Income tax expense:
 Current                                                                                48,410       31,571     21,936
 Deferred                                                                                2,822       28,283     30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense                                                                51,232       59,854     52,495
Net income                                                                           $ 100,139      113,673    101,168 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Comprehensive  Income 
Years ended December 31, 1998, 1997 and 1996 
(in thousands)   
                                                                                        1998          1997       1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>    
Net income                                                                            $100,139      113,673    101,168
Other comprehensive income (loss):
 Foreign currency translation adjustments, net of tax benefit of $949, $525, and $10 in
  1998, 1997, and 1996 respectively                                                     (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
 Unrealized gains (losses) on fixed maturities and equity securities:
Unrealized holding gains (losses) arising during the period net of tax expense (benefit)
 of $57,703, $71,594 and $(10,289) in 1998, 1997, and 1996 respectively                107,162      132,961    (19,107)
Reclassification adjustment for gains included in net income, net of tax expense of
 $30,627, $21,588, and $9,401 in 1998, 1997, and 1996 respectively                     (56,879)     (40,093)   (17,460)
- ---------------------------------------------------------------------------------------------------------------------------
Total unrealized holding gains (losses)                                                 50,283       92,868    (36,567)
Total other comprehensive income (loss)                                                 48,522       91,893    (36,585)
Total comprehensive income                                                            $148,661      205,566     64,583 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Stockholder's  Equity 
Years ended December 31, 1998,
1997 and 1996 
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Common stock:
 Balance at beginning and end of year                                                 $ 20,000       20,000     20,000
- ---------------------------------------------------------------------------------------------------------------------------
Preferred stock:
 Balance at beginning of year                                                           25,000       25,000     25,000
 Redemption of stock during the year                                                   (25,000)           0          0
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                      0       25,000     25,000
Additional paid-in capital:
 Balance at beginning and end of year                                                  407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          574,447      462,925    363,357
 Net income                                                                            100,139      113,673    101,168
 Cash dividend to stockholder                                                             (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                673,857      574,447    462,925
Accumulated other comprehensive income:
 Accumulated unrealized holding gain:
Balance at beginning of year                                                           195,505      102,637    139,204
Net unrealized gain (loss) on investments during the year, net of deferred federal income taxes                 50,283
92,868                                                                   (36,567)
- ---------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                                               245,788      195,505    102,637
 Accumulated unrealized foreign currency (loss):
Balance at beginning of year                                                            (4,448)      (3,473)    (3,455)
Net unrealized (loss) on foreign currency translation during the year,
 net of deferred federal income taxes                                                   (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                                  (6,209)      (4,448)    (3,473)
Total accumulated comprehensive income                                                 239,579      191,057     99,164
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                          $1,340,524    1,217,592  1,014,177 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows
December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Cash flows provided by (used in) operating activities:
 Net income                                                                           $100,139      113,673    101,168
- ---------------------------------------------------------------------------------------------------------------------------
 Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized investment gains                                                              (89,226)     (61,488)   (28,561)
Deferred federal income tax expense                                                      2,822       28,283     30,559
Charges to policy account balances                                                    (104,681)    (148,159)   (87,865)
Interest credited to policy account balances                                           262,956      251,182    202,243
Change in:
 Accrued investment income                                                               1,696       (2,215)       728
 Receivables                                                                           (61,295)    (107,398)   (30,578)
 Reinsurance receivables                                                              (162,959)  (1,205,410)   (76,003)
 Deferred acquisition costs                                                             (2,979)     (63,742)   (36,344)
 Future benefit reserves                                                                25,183      138,370     71,193
 Policy and contract claims and other policyholder funds                               154,213       92,230     37,055
 Unearned premiums                                                                       3,610       17,992     (2,005)
 Reinsurance payable                                                                    17,713       68,725     24,019
 Current tax recoverable                                                                16,701       (8,306)    (8,508)
 Accrued expenses and other liabilities                                                 14,797       12,113     15,506
 Commissions due and accrued                                                             1,483        2,414     14,124
Depreciation and amortization                                                          (12,711)     (13,312)   (25,874)
Equity in earnings of LifeUSA Holdings Inc.                                             (2,207)           0          0
Other, net                                                                                  94           18     (1,568)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                       65,210     (998,703)    98,121
Net cash provided by (used in) operating activities                                    165,349     (885,030)   199,289 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows (cont.)
Years ended December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>    
Cash flows provided by (used in) operating activities                                  165,349     (885,030)   199,289
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities                                                      $(1,256,653)  (1,748,950)(1,324,676)
 Purchase of equity securities                                                      (1,518,096)  (1,699,847)  (137,304)
 Purchase of stock in LifeUSA Holdings, Inc.                                           (79,091)           0          0
 Funding of mortgage loans                                                            (168,870)    (103,626)   (70,265)
 Sale of fixed maturities                                                            1,460,969    1,921,534  1,043,748
 Matured fixed maturities                                                               28,152        1,150      2,711
 Sale of equity securities                                                           1,560,695    1,691,789    122,788
 Repayment of mortgage loans                                                            29,105       29,520     23,317
 Net change in certificates of deposit and short-term securities                       (49,242)      87,848   (173,471)
 Other                                                                                 (46,256)      82,797    (20,566)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by investing activities                                   (39,287)     262,215   (533,718)
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                         $ 864,446      748,430    591,926
 Policyholders' withdrawals from account balances                                     (562,667)    (524,579)  (384,550)
 Change in assets held under reinsurance agreements                                      7,876      150,526          0
 Funds borrowed (repaid) on dollar reverse repurchase agreements, net                 (369,664)     239,468    130,196
 Redemption of preferred stock                                                         (25,000)           0          0
 Cash dividends paid                                                                      (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by financing activities                                   (85,738)     611,694    335,972
Net change in cash                                                                      40,324      (11,121)     1,543
Cash at beginning of year                                                               26,871       37,992     36,449
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 67,195       26,871     37,992 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
                                                    
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
 

(1) Summary of Significant Accounting Policies

Allianz Life Insurance  Company of North America (the Company) is a wholly owned
subsidiary of Allianz of America,  Inc. (AZOA),  a majority-owned  subsidiary of
Allianz A.G. Holding, a Federal Republic of Germany company.

The  Company is a life  insurance  company  which is  licensed to sell group and
individual life,  annuity and accident and health policies in the United States,
Canada  and  several   U.S.   territories.   Based  on  1998  net  revenues  and
considerations,  36%, 16% and 48% of the Company's business is life, annuity and
accident and health,  respectively.  The Company's primary distribution channels
are through strategic  alliances with other insurance  companies and third party
marketing  organizations.  The Company has a significant  relationship  with The
Franklin  Templeton Group and its broker/dealer  network related to sales of its
variable   life  and  variable   annuity   products   and  another   significant
administration, marketing and reinsurance relationship with LifeUSA Holding Inc.
(LifeUSA),  a  publicly  traded  insurance  company  in  which  it holds a 21.4%
ownership interest at December 31, 1998.

Following is a summary of the significant  accounting  policies reflected in the
accompanying consolidated financial statements.

Basis of Presentation

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted  accounting  principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state  insurance  regulatory
authorities.  The accounts of the Company's  major  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make certain estimates and assumptions that affect reported assets
and  liabilities  including  reporting or disclosure  of  contingent  assets and
liabilities  as of the balance  sheet date and the reported  amounts of revenues
and expenses during the reporting period.
Actual results could vary significantly from management's estimates.

Traditional Life, Group Life and Group Accident and Health Insurance

Traditional life products include products with guaranteed premiums and benefits
and  consist  principally  of whole life and term  insurance  policies,  limited
payment contracts and certain annuity products with life contingencies.

Premiums on  traditional  life and group life products are  recognized as income
when due. Group  accident and health  premiums are recognized as earned on a pro
rata basis over the risk coverage periods. Benefits and expenses for traditional
and group  products  are  matched  with  earned  premiums  so that  profits  are
recognized  over the premium paying  periods of the contracts.  This matching is
accomplished  by  establishing  provisions for future policy benefits and policy
and contract  claims,  and deferring and amortizing  related policy  acquisition
costs.

Nontraditional and Variable Life and Annuity Business

Nontraditional and variable life insurance and interest sensitive contracts that
have  significant  mortality or morbidity  risk are  accounted for in accordance
with the retrospective deposit method.  Interest sensitive contracts that do not
have  significant  mortality or  morbidity  risk are  accounted  for in a manner
consistent  with  interest  bearing  financial  instruments.  For both  types of
contracts,  premium  receipts are  reported as deposits to the  contractholder's
account  while  revenues  consist of amounts  assessed  against  contractholders
including surrender charges and earned administrative service fees. Mortality or
morbidity  charges  are  also  accounted  for  as  revenue  on  those  contracts
containing mortality or morbidity risk. Benefits consist of interest credited to
contractholder's  accounts  and  claims or  benefits  incurred  in excess of the
contractholder's balance.

Deferred Acquisition Costs

Acquisition costs, consisting of commissions and other costs which vary with and
are  primarily  related  to  production  of  new  business,  are  deferred.  For
traditional  life and group life  products,  such costs are  amortized  over the
revenue-producing  period  of the  related  policies  using  the same  actuarial
assumptions used in computing future policy benefit reserves.  Acquisition costs
for accident and health insurance
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)
Deferred Acquisition Costs (cont.)

policies are deferred and  amortized  over the lives of the policies in the same
manner as premiums are earned.  For  interest  sensitive  products,  acquisition
costs are  amortized in relation to the present  value of expected  future gross
profits from investment  margins and mortality,  morbidity and expense  charges.
Deferred  acquisition  costs amortized during 1998, 1997 and 1996 were $202,644,
$219,266, and $137,618, respectively.

Future Policy Benefit Reserves

Future policy benefit  reserves on traditional life products are computed by the
net level premium method based upon estimated future investment yield, mortality
and withdrawal assumptions, commensurate with the Company's experience, modified
as necessary  to reflect  anticipated  trends,  including  possible  unfavorable
deviations. Most life reserve interest assumptions range from 7.5% to 5.5%.

Future policy  benefit  reserves for interest  sensitive  products are generally
carried at  accumulated  contract  values.  Reserves  on some  deferred  annuity
contracts  are  computed  based  on  contractholder  cash  value  accumulations,
adjusted for mortality, withdrawal and interest margin assumptions.

Fair values of investment contracts,  which include deferred annuities and other
annuities without significant mortality risk, were determined by testing amounts
payable  on  demand   against   discounted   cash  flows  using  interest  rates
commensurate  with the risks  involved.  Fair  values  are  based on the  amount
payable on demand at December 31.

Policy and Contract Claims

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  that  have been  reported  but not yet paid and  incurred  but not yet
reported as of December 31.

Reinsurance

Insurance  liabilities are reported  before the effects of reinsurance.  Amounts
paid or deemed to have been paid for claims covered by reinsurance contracts are
recorded as reinsurance receivable.  Reinsurance receivables are recognized in a
manner  consistent  with the  liabilities  related to the  underlying  reinsured
contracts.

Investments

The Company has  classified  all of its fixed  maturity and equity  portfolio as
"available-for-sale" and, accordingly, the securities are carried at fair value.
Short-term  investments are carried at amortized cost, which approximates market
value. Policy loans are reflected at their unpaid principal  balances.  Mortgage
loans are  reflected  at unpaid  principal  balances  adjusted  for  premium and
discount amortization and an allowance for uncollectible  balances.  The Company
analyzes loan impairment at least once a year when assessing the adequacy of the
allowance for possible  credit losses.  The Company does not accrue  interest on
impaired  loans and accounts for interest  income on such loans on a cash basis.
The Company  accounts for its  investment  in LifeUSA under the equity method of
accounting  and  carries  its  investment  at cost,  adjusted  for its  share of
LifeUSA's  earnings,  amortization  of  goodwill  and  dividends  received.  The
difference between the cost of the investment and underlying equity is amortized
into net income over ten years.

Realized  gains and losses are  computed  based on the  specific  identification
method.

As of December 31, 1998 and 1997,  investments with a carrying value of $116,197
and  $103,590,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)

Investments (cont.)

The fair values of invested assets,  excluding  investments in real estate,  are
deemed by management to approximate  their  estimated  market  values.  The fair
value of mortgage loans has been calculated  using  discounted cash flows and is
based on pertinent  information  available to management as of year-end.  Policy
loan balances which are supported by the  underlying  cash value of the policies
approximate fair value. Changes in market conditions  subsequent to year-end may
cause estimates of fair values to differ from the amounts presented herein.

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Separate Accounts

Separate  accounts  represent funds for which  investment  income and investment
gains and losses accrue directly to the policyholders and contractholders.  Each
account has specific  investment  objectives  and the assets are carried at fair
value. The assets of each account are legally  segregated and are not subject to
claims which arise out of any other business of the Company.

Fair values of separate account assets were determined using the market value of
the underlying  investments  held in segregated  fund  accounts.  Fair values of
separate account  liabilities were determined using the cash surrender values of
the policyholder's and contractholder's account.

Receivables

Receivable  balances  approximate  estimated  fair  values.  This  is  based  on
pertinent  information  available to  management  as of year-end  including  the
financial  condition  and  credit  worthiness  of  the  parties  underlying  the
receivables.  Changes in market  conditions  subsequent  to  year-end  may cause
estimates of fair values to differ from the amounts presented herein.

Accounting Changes

In 1998, the Company adopted Statement of Financial Accounting Standard (SFAS) 
No. 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities, and SFAS No. 132, Employers Disclosures about 
Pensions and Other Postretirement Benefits. No adjustments were made to the 
consolidated financial statements upon adoption of these pronouncements.

In 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. A 
Consolidated Statement of ComprehensiveIncome is now included in these 
financial statements.

Accounting Pronouncements to be Adopted

In December 1997, the AICPA issued Statement of Position (SOP) 97-3,  Accounting
by Insurance and Other Enterprises for  Insurance-Related  Assessments.  The SOP
provides  guidance for  determining  when to recognize a liability  for guaranty
fund assessments, how to measure the liability and for determining when an asset
may be recognized  for premium tax offset  recoveries.  The SOP is effective for
years  beginning  after  December 15,  1998.  The Company will adopt SOP 97-3 on
January 1, 1999.  Adoption  of this SOP is not  expected  to have a  significant
impact on the consolidated financial statements.

In  February  1998,  the  AICPA  issued  SOP 98-1,  Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for  Internal  Use. The SOP provides
guidance  for  determining  whether  computer  software is in fact  internal-use
software  and offers  guidelines  on  accounting  for the  proceeds  of computer
software  originally  developed or obtained  for  internal use and  subsequently
marketed and sold to the public. The
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)

Accounting Pronouncements to be Adopted (cont.)

SOP applies to all non-government  entities and is effective for years beginning
after  December  15,  1998.  The Company will adopt SOP 98-1 on January 1, 1999.
Adoption  of this  SOP is not  expected  to  have a  significant  impact  on the
consolidated financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities.  The statement
establishes   accounting  and  reporting  standards  for  derivative   financial
instruments and other similar financial  instruments and for hedging activities.
The statement is effective for fiscal years  beginning  after June 15, 1999. The
Company will adopt SFAS No. 133 on January 1, 2000.  Adoption of this  statement
is not  expected  to have a  significant  impact on the  consolidated  financial
statements.

Reclassifications

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.

<TABLE>



(2) Investments

Investments at December 31, 1998 consist of:
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>        <C>          <C>  
Fixed maturities:
 U.S. government                                                                    $ 274,813      311,296     311,296
 States and political subdivisions                                                     94,640      101,121     101,121
 Foreign government                                                                    34,652       36,731      36,731
 Public utilities                                                                      66,236       71,982      71,982
 Corporate securities                                                               1,441,359    1,498,702   1,498,702
 Mortgage backed securities                                                           401,505      428,304     428,304
 Collateralized mortgage obligations                                                   80,599       90,155      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                             $2,393,804    2,538,291   2,538,291
Equity securities:
 Common stocks:
Banks, trusts and insurance companies                                                  18,824       31,194      31,194
Industrial and miscellaneous                                                          252,122      469,566     469,566
 Nonredeemable preferred stocks                                                         7,807       11,644      11,644
- ---------------------------------------------------------------------------------------------------------------------------
Total equity securities                                                             $ 278,753      512,404     512,404
Other investments:
 Mortgage loans on real estate                                                        457,128    XXXXXXXXX     457,128
 Certificates of deposit and short-term securities                                    166,366    XXXXXXXXX     166,366
 Policy loans                                                                           7,118    XXXXXXXXX       7,118
 Other invested assets                                                                 95,746    XXXXXXXXX      95,746
 Investment in LifeUSA Holdings Inc.                                                   80,928    XXXXXXXXX      80,928
- ---------------------------------------------------------------------------------------------------------------------------
Total other investments                                                             $ 807,286    XXXXXXXXX     807,286
Total investments                                                                  $3,479,843    XXXXXXXXX   3,857,981
</TABLE>

<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)
At December 31, 1998 and 1997, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>         <C>          <C>    

1998:
 U.S. government                                                        $ 274,813      36,717          234     311,296
 States and political subdivisions                                         94,640       6,481            0     101,121
 Foreign government                                                        34,652       2,079            0      36,731
 Public utilities                                                          66,236       5,948          202      71,982
 Corporate securities                                                   1,441,359      67,234        9,891   1,498,702
 Mortgage backed securities                                               401,505      26,799            0     428,304
 Collateralized mortgage obligations                                       80,599      10,141          585      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,393,804     155,399       10,912   2,538,291
 Equity securities                                                        278,753     245,913       12,262     512,404
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,672,557     401,312       23,174   3,050,695
1997:
 U.S. government                                                          499,652      29,191          186     528,657
 States and political subdivisions                                         82,287       3,561           19      85,829
 Foreign government                                                        35,858       1,876            0      37,734
 Public utilities                                                          44,151       4,086            0      48,237
 Corporate securities                                                   1,206,392      60,016       15,876   1,250,532
 Mortgage backed securities                                               628,307      35,584            0     663,891
 Collateralized mortgage obligations                                       86,246       4,086            2      90,330
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,582,893     138,400       16,083   2,705,210
 Equity securities                                                        264,144     205,632       27,169     442,607
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,847,037     344,032       43,252   3,147,817
- ---------------------------------------------------------------------------------------------------------------------------


The changes in  unrealized  gains on fixed  maturity  securities  were  $22,170,
$58,422,  and $(97,973) in each of the years ended  December 31, 1998,  1997 and
1996, respectively.

The changes in unrealized  gains in equity  investments,  which  include  common
stocks and nonredeemable preferred stocks were $55,188, $84,718, and $40,895 for
the years ended December 31, 1998, 1997 and 1996, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1998, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
</TABLE>

<TABLE>



                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 19,578      19,831
Due after one year through five years                                                              542,463     558,635
Due after five years through ten years                                                             700,012     741,834
Due after ten years                                                                                649,647     699,532
Mortgage backed securities and collateralized mortgage obligations                                 482,104     518,459
- ---------------------------------------------------------------------------------------------------------------------------
Totals                                                                                          $2,393,804   2,538,291
</TABLE>
<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)

Gross gains of  $105,723,  $70,335,  and  $43,696  and gross  losses of $18,217,
$8,654, and $16,834 were realized on sales of securities in 1998, 1997 and 1996,
respectively.

Net realized  investment  gains (losses) for the respective years ended December
31 are summarized as follows:

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>          <C>  
Fixed maturities, at market                                                           $30,299       40,268       8,897
Equity securities                                                                      57,207       21,413      17,964
Mortgage loans                                                                         (1,320)        (982)     (1,129)
Real estate                                                                             3,133          635       3,104
Other                                                                                     (93)         154        (275)
- ---------------------------------------------------------------------------------------------------------------------------
Net gains before taxes                                                                 89,226       61,488      28,561
Tax expense on net realized gains                                                      31,229       21,521       9,996
- ---------------------------------------------------------------------------------------------------------------------------
Net gains after taxes                                                                 $57,997       39,967      18,565
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

During the first two months of 1998 and all of 1997,  the Company  entered  into
mortgage backed security reverse repurchase  transactions  ("dollar rolls") with
certain  securities  dealers.  Under this  program,  the  Company  sold  certain
securities for delivery in the current month and simultaneously  contracted with
the same  dealer to  repurchase  similar,  but not  identical,  securities  on a
specified  future date.  The Company gave up the right to receive  principal and
interest  on the  securities  sold.  As of  December  31,  1998  there  were  no
outstanding  amounts under the Company's dollar roll program. As of December 31,
1997,  mortgage backed  securities  underlying such agreements were carried at a
market value of $350,985 and other  liabilities were $369,664 for funds received
under these agreements. Average balances outstanding for the first two months of
1998 and all of 1997,  respectively  were  $120,525  and  $183,530  and weighted
average  interest  rates were 6.5% and 7.2%.  The  maximum  balance  outstanding
during 1998 and 1997 was $120,525 and $369,664, respectively.

The valuation  allowances on mortgage loans at December 31, 1998,  1997 and 1996
and the  changes in the  allowance  for the years then ended are  summarized  as
follows:
<TABLE>
<S>                                                                                   <C>         <C>          <C> 
                                                                                      1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of Year                                                                      $8,279        7,279      10,487
 Charged to operations                                                                  1,320        1,000           0
 Recoveries                                                                                 0            0      (3,208)
- ---------------------------------------------------------------------------------------------------------------------------
End of Year                                                                            $9,599        8,279       7,279
- ---------------------------------------------------------------------------------------------------------------------------

Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Interest:
 Fixed maturities                                                                    $155,397      211,335     178,664
 Mortgage loans                                                                        34,449       25,232      19,267
 Policy loans                                                                             497        6,526       7,013
 Short-term investments                                                                15,022       12,804      10,688
Dividends:
 Preferred stock                                                                          668          748         818
 Common stock                                                                           5,190        4,603       4,527
Interest on assets held by reinsurers                                                   8,272        8,858       9,709
Other invested assets                                                                   8,637        9,438       5,344
- ---------------------------------------------------------------------------------------------------------------------------
Total investment income                                                               228,132      279,544     236,030
Investment expenses related to coinsurance agreement (note 6)                           2,689       98,417           0
Investment expenses                                                                     8,377       18,777      13,408
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                $217,066      162,350     222,622
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>



ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(3) Summary Table of Fair Value Disclosures

                                                                                1998                         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>            <C>         <C>   
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 311,296    311,296         528,657   528,657
  States and political subdivisions                                       101,121    101,121          85,829    85,829
  Foreign governments                                                      36,731     36,731          37,734    37,734
  Public utilities                                                         71,982     71,982          48,237    48,237
  Corporate securities                                                  1,546,342  1,546,342       1,250,532 1,250,532
  Mortgage backed securities                                              380,664    380,664         663,891   663,891
  Collateralized mortgage obligations                                      90,155     90,155          90,330    90,330
 Equity securities                                                        512,404    512,404         442,607   442,607
 Mortgage loans                                                           457,128    495,202         318,683   333,540
 Short term investments                                                   166,366    166,366         117,124   117,124
 Policy loans                                                               7,118      7,118           5,695     5,695
 Other long term investments                                               95,746     95,746          51,863    51,863
 Investment in LifeUSA Holdings Inc.                                       80,928     68,290               0         0
 Receivables                                                              323,971    323,971         262,676   262,676
 Separate accounts assets                                               9,915,150  9,915,150      10,756,92910,756,929
Financial liabilities
 Investment contracts                                                   3,645,657  3,035,787       3,536,690 2,945,366
 Separate account liabilities                                           9,915,150  9,765,791      10,756,92910,565,205
 Dollar reverse repurchase agreements                                           0          0         369,664   369,664

See Note 1 "Summary of Significant  Accounting  Policies" for description of the
methods and significant assumptions used to estimate fair values.


(4) Receivables

Receivables at December 31 consist of the following:
                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $270,657     207,293
Agents balances                                                                                     10,088       3,186
Related party receivables                                                                            3,852       1,445
Reinsurance commission receivable                                                                    8,022      23,921
Scholarship enrollment fees                                                                         12,010       8,401
Due from administrators                                                                             13,271      13,630
Other                                                                                                6,071       4,800
- ---------------------------------------------------------------------------------------------------------------------------
Total receivables                                                                                 $323,971     262,676

</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 




(5) Accident and Health Claims Reserves

Accident and health claims  reserves are based on estimates which are subject to
uncertainty.  Uncertainty  regarding  reserves  of  a  given  accident  year  is
gradually  reduced as new  information  emerges each  succeeding  year,  thereby
allowing  more  reliable  re-evaluations  of  such  reserves.  While  management
believes that reserves as of December 31, 1998 are  adequate,  uncertainties  in
the  reserving  process  could  cause  such  reserves  to develop  favorably  or
unfavorably  in the near  term as new or  additional  information  emerges.  Any
adjustments to reserves are reflected in the operating results of the periods in
which they are made.  Movements  in  reserves  which are small  relative  to the
amount of such reserves could  significantly  impact future reported earnings of
the Company.

Activity in the  accident  and health  claims  reserves,  exclusive of long term
care,  hospital indemnity and AIDS reserves of $9,918,  $12,479,  and $14,348 in
1998, 1997 and 1996, respectively, is summarized as follows:
<TABLE>

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>         <C>          <C>      
Balance at January 1, net of reinsurance recoverables of $141,033, 
   $124,320, and $99,292                                                             $312,886      273,813     240,602
Incurred related to:
 Current year                                                                         417,042      346,901     279,717
 Prior years                                                                          (12,217)     (12,087)    (11,642)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        404,825      334,814     268,075
Paid related to:
 Current year                                                                         204,100      150,942     107,842
 Prior years                                                                          147,186      144,798     127,022
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            351,286      295,740     234,864
Balance at December 31, net of reinsurance recoverables of $128,764,
  $141,033, and $124,320                                                             $366,425      312,887     273,813
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.


(6) Reinsurance

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $1 million coverage per individual life. Reinsurance contracts do not
relieve the Company from its obligations to policyholders. Failure of reinsurers
to honor their  obligations  could result in losses to the Company.  The Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of credit risk to minimize its  exposure to  significant  losses from  reinsurer
insolvencies.



<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)
<TABLE>

Life  insurance,  annuities  and accident and health  business  assumed from and
ceded to other companies is as follows:

                                                                                                             Percentage
                                                                          Assumed      Ceded                  of amount
                                                            Direct      from other   to other       Net        assumed
 Year ended                                                 amount       companies   companies    amount       to net
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>           <C>          <C>
December 31, 1998:
Life insurance in force                                  $34,118,554   98,832,792  19,483,581  113,467,765          87.1%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        244,416      224,451      93,812      375,055          59.8%
 Annuities                                                   220,812        1,820      50,385      172,247           1.1%
 Accident and health                                         479,237      294,333     267,119      506,451          58.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               944,465      520,604     411,316    1,053,753          49.4%
December 31, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health                                         436,105      311,612     296,650      451,067          69.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               906,317      484,320     438,018      952,619          50.8%
December 31, 1996:
Life insurance in force                                  $37,527,994   44,073,247   6,126,541   75,474,700          58.4%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health                                         396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               801,391      342,326     277,163      866,554          39.5%
- ---------------------------------------------------------------------------------------------------------------------------

Included  in  reinsurance  receivables  at  December  31,  1998 are  $1,170,697,
$863,477 and $307,228  recoverable  from three  insurers who, as of December 31,
1998, were rated A+, A- and A+, respectively,  by A.M. Best's Insurance Reports.
A contingent  liability  exists to the extent that the Company's  reinsurers are
unable to meet their contractual obligations.  Management is of the opinion that
no liability will accrue to the Company with respect to this contingency.

Effective January 1, 1997, the Company entered into a 100% coinsurance agreement
with an unrelated  insurance  company to coinsure a block of business  with life
insurance  inforce of  $13,200,000  and 1997 premium of $90,000.  The  coinsured
block included certain  universal life and traditional  life insurance  policies
and annuity contracts. In connection with this agreement, the Company recognized
a  recoverable  on future  benefit  reserves  of  $1,102,000,  received a ceding
commission  of $138,500 and  transferred  assets of $881,000  which  support the
business.  The unearned ceding commission represents deferred revenue which will
be  amortized  over  the  revenue-producing  period  of  the  related  reinsured
policies.  The servicing of the  coinsured  business was also  transferred  to a
third party insurer who is also the  retrocessionaire  of the block. During 1998
and 1997, $15,965 and $22,647, respectively, was amortized and included in other
revenue in the consolidated statements of income. Effective January 1, 1998, the
coinsurance  agreement  was amended to include  another  block of business  with
future benefit reserves of $66,000,  capitalized  deferred  acquisition costs of
$1,935 and deferred income of $750.
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$2,067,664,  $1,163,533, and $381,381 in 1998, 1997 and 1996, respectively,  and
life insurance  premiums earned of $4,165,  $2,538, and $1,293 in 1998, 1997 and
1996,  respectively,  to its  ultimate  parent  Allianz  Aktiengesellshaft.  The
Company   also   ceded   accident   and  health   premiums   earned  to  Allianz
Aktiengesellshaft of $2,817, $2,467, and $1,922 in 1998, 1997 and 1996.

<TABLE>

(7) Income Taxes

Income Tax Expense

Total  income tax  expense  (benefit)  for the years  ended  December  31 are as
follows:

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>          <C>
Income tax expense attributable to operations:
 Current tax expenses                                                                 $48,410       31,571      21,936
 Deferred tax expense                                                                   2,822       28,283      30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                   $51,232       59,854      52,495
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
Attributable to unrealized gains and losses for the year                               26,127       49,748     (19,967)
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                     $77,359      109,602      32,528
- ---------------------------------------------------------------------------------------------------------------------------

Components of Income Tax Expense

Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Consolidated Statements of Income for the respective years ended
December 31 as follows:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense computed at the statutory rate                                     $52,980       60,735      53,782
Dividends received deductions and tax-exempt interest                                  (3,294)      (2,792)       (650)
Foreign tax                                                                              (133)         916      (2,723)
Interest on tax deficiency                                                                900        1,100         261
Other                                                                                     779         (105)      1,824
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense as reported                                                        $51,232       59,854      52,494
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>


(7) Income Taxes (cont.)

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net deferred tax liability at December 31 are as follows:

                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>   
 Provision for post retirement benefits                                                            $ 2,223       2,100
 Allowance for uncollectible accounts                                                                  929         929
 Policy reserves                                                                                   173,414     177,442
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                          176,566     180,471
Deferred tax liabilities:
 Deferred acquisition costs                                                                        272,815     277,627
 Net unrealized gain                                                                               128,883     102,756
 Other                                                                                              32,771      28,949
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                                     434,469     409,332
Net deferred tax liability                                                                        $257,903     228,861
- ---------------------------------------------------------------------------------------------------------------------------

Although realization is not assured, the Company believes it is not necessary to
establish a valuation  allowance for the deferred tax asset as it is more likely
than not the  deferred  tax asset will be realized  principally  through  future
reversals of existing taxable  temporary  differences and future taxable income.
The amount of the deferred tax asset considered  realizable,  however,  could be
reduced in the near term if  estimates of future  reversals of existing  taxable
temporary differences and future taxable income are reduced.

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company and each of its insurance  subsidiaries  generally  will be paid for the
tax benefit on their losses,  and any other tax  attributes,  to the extent they
could have obtained a benefit  against their  post-1990  separate return taxable
income or tax.  Income  taxes paid by the Company  were  $30,808,  $39,914,  and
$30,946 in 1998, 1997 and 1996, respectively.  At December 31, 1998 and 1997 the
Company had a tax recoverable from AZOA of $3,030 and $20,689, respectively.


(8) Related Party Transactions

The Company  reimbursed AZOA $2,495,  $2,519, and $1,743 in 1998, 1997 and 1996,
respectively,  for certain  administrative  and investment  management  services
performed.  The Company's  liability to AZOA for such services was $490 and $437
at December 31, 1998 and 1997, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $1,019,  $2,826,  and $3,275
in 1998, 1997 and 1996,  respectively.  The Company's  liability for data center
charges was $377
and $292 at December 31, 1998 and 1997, respectively.

The Company  has 200 million  authorized  shares of  preferred  stock with a par
value of $1 per share.  This  preferred  stock is  issuable  in series  with the
number of shares, redemption rights and dividend rate designated by the Board of
Directors  for each series.  Dividends are  cumulative  at a rate  reflective of
prevailing  market  conditions  at time of issue and are  payable  semiannually.
Dividend  payments are restricted by provisions in State of Minnesota  statutes.
The Company had 25 million shares of Series A preferred stock  outstanding  held
by AZOA with a dividend rate of 6.4% and a book value of $25,000. In March 1998,
the Company  redeemed and  canceled the 25 million  shares of Series A preferred
stock issued to AZOA.
</TABLE>

<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(8) Related Party Transactions (cont.)

As of  December  31,  1996,  the Company  sold to AZOA,  without  recourse,  two
receivables  due from third  parties  amounting  to $6,600.  These  receivables,
valued at $5,827, were repurchased by the Company in 1997.


(9) Investment in LifeUSA

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided  LifeUSA  with  $30,000  in  exchange  for a fifteen  year  convertible
debenture  paying 5% interest  for the first five years with the  interest  rate
reset  annually  thereafter  based  on  LIBOR  plus  1%.  In  connection  with a
definitive agreement signed in January 1998, the Company converted its debenture
to equity,  extended the existing marketing  agreement between the two companies
to December 31, 2000, and agreed to acquire up to a 35% equity ownership in Life
USA. Two members of the Company's  management  were named to LifeUSA's  board of
directors  in January  1998.  The  Company  also  retains  additional  rights of
nomination to LifeUSA's  board of directors in the future based on the Company's
proportional ownership.

Acquisition  of the  Company's  equity  ownership  during 1998 was  accomplished
through the following:

 o Conversion of the $30,000 debenture for 2.43 million shares of common stock 
   (conversion price of $12.34 per share);

 o Exercise of the Company's preemptive right to purchase 241,846 shares of 
   common stock at $12.36 per share;

 o Purchase of 925,000 shares of common stock from certain members of LifeUSA 
   management at $16.44 per share;

 o Acquisition  of an  additional  1.3 million  shares of common  stock in open
   market purchases.

 o Acquisition  of 406,092 shares of common stock at $24.63 per share as part of
a commitment to purchase  $100,000 in newly issued common stock in increments of
$10,000 semi-annually over a five year period beginning in August 1998.

As of December 31, 1998, the company held 21.41% of the outstanding common stock
of LifeUSA with an  approximate  market value of $68,290.  The carrying value of
the LifeUSA investment at year-end 1998 is $80,928, which is $20,983 higher than
the current equity in net assets of $59,945.

In February 1999, the Company  purchased  395,062 shares of LifeUSA common stock
at $25.31 per share.  In addition,  the stock purchase  agreement was amended to
allow the Company to purchase an  additional  300,000  shares on the open market
for one year beyond the original agreement date.

Effective April 1, 1998, the Company began assuming business from LifeUSA. Under
this  arrangement,  the Company  assumes 12.5% of annuity  business and 16.7% of
universal  life business sold by LifeUSA.  As of December 31, 1998,  the Company
assumed $40,000 of life and annuity reserves from LifeUSA.

The company has also guaranteed a credit agreement  between LTC America Holding,
Inc., a LifeUSA  subsidiary,  and Norwest  Bank.  The agreement is for a $15,000
revolving  credit  line  with an  interest  rate of LIBOR  +.75% per annum and a
maturity date of December 21, 2003.


(10) Employee Benefit Plans

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees,  excluding  agents,  are  eligible  to  participate  in  the  Primary
Retirement  Plan after two years of service.  The  contributions  are based on a
percentage of the participant's  salary with the participants  being 100% vested
upon eligibility.  It is the Company's policy to fund the plan costs as accrued.
Total pension  contributions  were $756,  $810, and $808 in 1998, 1997 and 1996,
respectively.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(10) Employee Benefit Plans (cont.)

The Company  participates in the Allianz Asset Accumulation Plan (Allianz Plan),
a  defined   contribution  plan  sponsored  by  AZOA.  Under  the  Allianz  Plan
provisions,  the  Company  will  match from 75% to 100% of  eligible  employees'
contributions up to a maximum of 6% of a participant's  compensation.  The total
Company  match for Plan  participants  was 75%,  90% and 100% in 1998,  1997 and
1996, respectively.  All employees are eligible to participate after one year of
service and are fully vested in the Company's matching  contribution after three
years of service. The Allianz Plan will accept participants' pretax or after-tax
contributions up to 15% of the participant's  compensation.  It is the Company's
policy to fund the Allianz Plan costs as accrued.  The Company has accrued $868,
$1,057,  and  $1,105  in  1998,  1997 and  1996,  respectively,  toward  planned
contributions.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1998 and 1997 was $6,352 and $6,001,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.


(11) Statutory Financial Data and Dividend Restrictions

Statutory  accounting  is directed  toward  insurer  solvency and  protection of
policyholders.  Accordingly,  certain  items  recorded in  financial  statements
prepared under GAAP are excluded or vary in determining statutory policyholders'
surplus and net gain from  operations.  Currently,  these items  include,  among
others, deferred acquisition costs, furniture and fixtures,  accident and health
premiums  receivable  which are more than 90 days past due,  deferred  taxes and
undeclared  dividends to  policyholders.  Additionally,  future life and annuity
benefit reserves  calculated for statutory  accounting do not include provisions
for withdrawals.

The  differences  between  stockholder's  equity  and  net  income  reported  in
accordance with statutory accounting practices and the accompanying consolidated
financial statements as of and for the year ended December 31 are as follows:
<TABLE>


                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>                <C>         <C>      <C> 
                                                            1998         1997               1998        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
Statutory basis                                          $ 654,371      635,711             35,188     72,343   67,995
Adjustments:
 Change in reserve basis                                  (226,145)    (255,816)            13,787    (85,110)  13,324
 Deferred acquisition costs                                930,059      927,080              2,979     63,742   36,344
 Net deferred taxes                                       (257,903)    (228,861)            (2,822)   (28,283) (30,559)
 Statutory asset valuation reserve                         178,011      151,675                  0          0        0
 Statutory interest maintenance reserve                     48,697       34,336             14,361      7,994    1,183
 Modified coinsurance reinsurance                           (2,358)     (31,953)            29,595     81,790    5,435
 Unrealized gains on investments                           158,391      124,754                  0          0        0
 Nonadmitted assets                                         14,943       14,824                  0          0        0
 Deferred income on reinsurance                           (105,465)    (115,688)                 0          0        0
 Other                                                     (52,077)     (38,470)             7,051      1,197    7,446
- ---------------------------------------------------------------------------------------------------------------------------
As reported in the accompanying consolidated
  financial statements                                  $1,340,524    1,217,592            100,139    113,673  101,168    
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1998 and 1997 were in compliance with these requirements.  The maximum amount of
dividends  that can be paid by Minnesota  insurance  companies  to  stockholders
without  prior  approval  of  the   Commissioner   of  Commerce  is  subject  to
restrictions  relating to statutory  earned  surplus,  also known as  unassigned
funds.  Unassigned  funds  are  determined  in  accordance  with the  accounting
procedures  and  practices   governing   preparation  of  the  statutory  annual
statement, minus 25% of earned surplus attributable to unrealized capital gains.
In accordance with Minnesota Statutes,  the Company may declare and pay from its
surplus,  cash dividends of not more than the greater of 10% of its beginning of
the year statutory  surplus in any year, or the net gain from  operations of the
insurer, not including realized gains,

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(11) Statutory Financial Data and Dividend Restrictions (cont.)

for the 12-month  period ending the 31st day of the next preceding year. In 1998
and 1997,  the Company paid AZOA  dividends on preferred  stock in the amount of
$729 and $1,600, respectively. A common stock dividend of $551 was paid in 1997.
Dividends of $63,678 could
be paid in 1999 without prior approval of the Commissioner of Commerce.

Regulatory Risk Based Capital

An insurance  enterprise's  state of domicile imposes minimum risk-based capital
requirements  that were  developed  by the  National  Association  of  Insurance
Commissioners  (NAIC).  The formulas for  determining  the amount of  risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk.  Regulatory
compliance is determined by a ratio of an enterprise's regulatory total adjusted
capital to its authorized  control level risk-based  capital,  as defined by the
NAIC.  Enterprises below specific  triggerpoints or ratios are classified within
certain levels,  each of which requires specified  corrective action. The levels
and ratios are as follows:
                                     Ratio of total adjusted capital to
                                     authorized control level risk-based
        Regulatory Event               capital (less than or equal to)
- --------------------------------------------------------------------------------
        Company action level           2 (or 2.5 with negative trends)
        Regulatory action level                      1.5
        Authorized control level                      1
        Mandatory control level                      0.7

The Company's  adjusted  capital is in excess of the Company  action level as of
December 31, 1998 and 1997.

Permitted Statutory Accounting Practices

The  Company is required to file annual  statements  with  insurance  regulatory
authorities which are prepared on an accounting basis prescribed or permitted by
such authorities.  Currently,  prescribed statutory accounting practices include
state laws, regulations,  and general administrative rules, as well as a variety
of publications of the NAIC.  Permitted statutory accounting practices encompass
all accounting  practices that are not  prescribed;  such practices  differ from
state to state,  may differ  from  company to  company  within a state,  and may
change in the future.  The Company does not currently  use  permitted  statutory
accounting  practices that have a significant impact on its statutory  financial
statements.  Furthermore,  the NAIC has completed a project to codify  statutory
accounting  practices,  the result of which will  constitute  the only source of
"prescribed" statutory accounting practices.  Accordingly, that project which is
currently in the process of state  adoption,  will change the definition of what
comprises  prescribed versus permitted statutory accounting  practices,  and may
result in changes to existing accounting  policies insurance  enterprises use to
prepare their statutory financial statements.


(12) Commitments and Contingencies

The Company and its  subsidiaries  are involved in various pending or threatened
legal proceedings arising from the conduct of their business.  In the opinion of
management,  the ultimate resolution of such litigation will not have a material
effect on the consolidated financial position of the Company.

The  Company  is  contingently  liable for  possible  future  assessments  under
regulatory   requirements   pertaining  to   insolvencies   and  impairments  of
unaffiliated  insurance  companies.  Provision  has been  made  for  assessments
currently received and assessments anticipated for known insolvencies.


(13) Year 2000

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and  beyond.  Additional  costs  associated  with this  effort are not
expected  to be  material  and will be  expensed  as  incurred.  This "Year 2000
Computer  Problem" creates risk for the Company from unforeseen  problems in its
own computer systems and
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(13) Year 2000 (cont.)

from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  Failures of the Company and/or third parties' computer systems could
have a material  impact on the  Company's  ability to conduct its  business  and
especially   to  process  and  account  for  the  transfer  of  data  and  funds
electronically.


(14) Foreign Currency Translation

The net assets of the Company's  foreign  operations  are  translated  into U.S.
dollars using exchange rates in effect at each year-end. Translation adjustments
arising from differences in exchange rates from period to period are included in
the accumulated foreign currency  translation  adjustment reported as a separate
component  of  stockholder's  equity.  An  analysis  of  this  account  for  the
respective years ended December 31 follows:
<TABLE>


                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(4,448)      (3,473)     (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (2,710)      (1,500)        (28)
Amount of income tax benefit for period related to aggregate adjustment                   949          525          10
- ---------------------------------------------------------------------------------------------------------------------------
Net aggregate translation included in equity                                           (1,761)        (975)        (18)
Ending amount of cumulative translation adjustments                                   $(6,209)      (4,448)     (3,473)
Canadian foreign exchange rate at end of year                                               0.6535       0.6992      0.7297
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>

(15) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1998, 1997 and 1996:

                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                              Future policy            Other         Premium              Benefits, Net change
                      Deferred  benefits,              policy         revenue               claims      in
                       policy    losses,              claims and      and other    Net     losses, and policy      Other
                     acquisitio claims and  Unearned  benefits       contract   investment settlement acquisition operating
                        costs  loss expense  premiums   payable    considerations income    expenses  costs (a)  expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>       <C>            <C>          <C>      <C>        <C>      <C>
 
1998:
Life                 $217,262 1,445,844     3,859     97,647          375,055     34,731   306,318   (27,291)  141,705
Annuities             694,388 3,588,491         0      1,727          172,247    158,458   135,356    23,333   151,719
Accident and health              18,409         0     49,919          671,472    506,451    23,877   393,601       979
161,128
- ---------------------------------------------------------------------------------------------------------------------------
                     $930,059 5,034,335    53,778    770,846        1,053,753    217,066   835,275    (2,979)  454,552
1997:
Life                 $189,971 1,297,269     5,215     63,572          313,078     24,352   230,357   (14,363)   99,913
Annuities             717,721 3,251,829         0      1,881          188,474    118,028   124,535   (44,924)  186,789
Accident and health              19,388         0     44,953          487,660    451,067    19,970   327,526    (4,455)
151,312
- ---------------------------------------------------------------------------------------------------------------------------
                     $927,080 4,549,098    50,168    553,113          952,619    162,350   682,418   (63,742)  438,014
1996:
Life                 $175,608 1,204,633     5,502     62,369          331,845     89,049   258,221     4,308   103,352
Annuities             672,797 2,879,221         0      1,859          157,887    113,537   105,335   (43,283)  161,002
Accident and health              14,933         0     26,674          374,596    376,822    20,036   256,364     2,631
122,337
- ---------------------------------------------------------------------------------------------------------------------------
                     $863,338 4,083,854    32,176    438,824          866,554    222,622   619,920   (36,344)  386,691
<FN>

(a) See note 1 for total gross amortization. 
</FN>

</TABLE>

<PAGE>
                                    APPENDIX
                         ILLUSTRATION OF POLICY VALUES
 
    The following tables illustrate how Policy Account values, Net Cash Values
and death benefits of a policy change based on the investment experience of the
variable options. The illustrations are hypothetical and may not be used to
project or predict investment results. The Policy Account values, Net Cash
Values and death benefits in the tables take into account all charges and
deductions against the policy. These tables assume that the cost of insurance
rates for the policy are based on the current and guaranteed rates appropriate
to the class shown. These tables also assume that a level annual premium of
$1,200 was paid. These tables assume that the insured is in the most favorable
male risk status, I.E., non-smoker. For insureds who are classified as smoker or
less favorable risk status, the cost of insurance will be greater and the policy
values will be less given the same assumed hypothetical gross annual investment
rates of return. The cost of insurance will be less and the policy values will
be greater for female insureds of comparable risk status. Some states require
that the policies contain tables based upon unisex rates.
 
    Gross investment returns of 0%, 6% and 12% are assumed to be level for all
years shown. The values would be different if the rates of return averaged 0%,
6% and 12% over the period of years but fluctuated above and below those
averages during individual years.
 
    The values shown reflect the fact that the net investment return of the
variable options is lower than the gross investment return on the assets held in
the portfolios because of the charges assessed on amounts in the variable
options. The daily investment advisory fee for the portfolios of Franklin
Valuemark Funds is assumed to be equal to an annual rate of 0.672% of the net
assets of the portfolios (which is the average of the investment advisory fees
assessed in 1998). The values also assume that each portfolio will incur
operating expenses annually which are assumed to be 0.047% of the average net
assets of the portfolio. This is the average in 1998. The variable options will
be assessed for mortality and expense risks at a guaranteed annual rate not to
exceed 0.90% (the current annual rate is 0.60%) of the average daily net assets
of the variable option and for administrative expenses at an annual rate of
0.15% of the average daily net assets of the variable option. After taking these
expenses and charges into consideration, the illustrated gross annual investment
rates of 0%, 6% and 12% are equivalent to net rates of -1.46%, 4.45% and 10.37%.
 
    We deduct an insurance risk premium for a policy month from the Policy
Account values. The insurance risk premium rate is based on the sex (where
permitted by state law), attained age and rate class of the insured.
 
    Upon request, we will provide a comparable illustration based upon the
attained age, sex (where permitted by state law) and rate class of the proposed
insured and for the Face Amount or premium requested.
 
                                      A-1
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
 
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
 
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: A
<TABLE>
<CAPTION>
                                                                               CURRENT VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                         ACCUM @    ---------------------------------  ---------------------------------
                            ANNUAL        5.00%       POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          757          35    100,000         813          92    100,000
         2           36        1,200        2,583        1,674         893    100,000       1,840       1,059    100,000
         3           37        1,200        3,972        2,573       1,731    100,000       2,908       2,066    100,000
         4           38        1,200        5,431        3,453       2,602    100,000       4,017       3,166    100,000
         5           39        1,200        6,962        4,316       3,495    100,000       5,172       4,351    100,000
 
         6           40        1,200        8,570        5,156       4,385    100,000       6,368       5,598    100,000
         7           41        1,200       10,259        5,984       5,264    100,000       7,620       6,899    100,000
         8           42        1,200       12,032        6,792       6,121    100,000       8,919       8,249    100,000
         9           43        1,200       13,893        7,583       6,995    100,000      10,273       9,685    100,000
        10           44        1,200       15,848        8,359       7,853    100,000      11,685      11,179    100,000
 
        15           49        1,200       27,189       11,909      11,909    100,000      19,607      19,607    100,000
        20           54        1,200       41,633       14,640      14,640    100,000      29,981      29,981    100,000
        25           59        1,200       60,136       16,173      16,173    100,000      39,941      39,941    100,000
        30           64        1,200       83,713       15,860      15,860    100,000      52,733      52,733    100,000
        35           69        1,200      113,804       12,394      12,394    100,000      67,873      67,873    100,000
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
               POLICY     NET CASH   NET DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          870         148    100,000
         2        2,013       1,232    100,000
         3        3,270       2,428    100,000
         4        4,652       3,800    100,000
         5        6,173       5,352    100,000
         6        7,843       7,072    100,000
         7        9,689       8,968    100,000
         8       11,720      11,049    100,000
         9       13,960      13,372    100,000
        10       16,432      15,926    100,000
        15       33,147      33,147    100,000
        20       60,392      60,392    100,000
        25      104,978     104,978    139,551
        30      176,956     176,956    214,172
        35      292,481     292,481    336,602
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $5.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-2
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
 
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
 
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: A
<TABLE>
<CAPTION>
                                                                             GUARANTEED VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                         ACCUM @    ---------------------------------  ---------------------------------
                            ANNUAL        5.00%       POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          747          25    100,000         803          81    100,000
         2           36        1,200        2,583        1,601         819    100,000       1,764         982    100,000
         3           37        1,200        3,972        2,430       1,589    100,000       2,754       1,912    100,000
         4           38        1,200        5,431        3,235       2,383    100,000       3,776       2,924    100,000
         5           39        1,200        6,962        4,016       3,196    100,000       4,830       4,010    100,000
 
         6           40        1,200        8,570        4,762       3,992    100,000       5,908       5,137    100,000
         7           41        1,200       10,259        5,486       4,766    100,000       7,021       6,300    100,000
         8           42        1,200       12,032        6,177       5,506    100,000       8,161       7,490    100,000
         9           43        1,200       13,893        6,835       6,247    100,000       9,329       8,741    100,000
        10           44        1,200       15,848        7,461       6,955    100,000      10,527      10,021    100,000
 
        15           49        1,200       27,189       10,104      10,104    100,000      16,996      16,996    100,000
        20           54        1,200       41,633       11,637      11,637    100,000      24,130      24,130    100,000
        25           59        1,200       60,136       11,435      11,435    100,000      31,601      31,601    100,000
        30           64        1,200       83,713        8,373       8,373    100,000      38,870      38,870    100,000
        35           69        1,200      113,804           37          37    100,000      44,868      44,868    100,000
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
               POLICY     NET CASH   NET DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          859         138    100,000
         2        1,933       1,152    100,000
         3        3,105       2,264    100,000
         4        4,385       3,534    100,000
         5        5,784       4,965    100,000
         6        7,303       6,535    100,000
         7        8,967       8,250    100,000
         8       10,780      10,115    100,000
         9       12,759      12,178    100,000
        10       14,921      14,424    100,000
        15       29,231      29,231    100,000
        20       51,962      51,962    100,000
        25       88,793      88,793    118,078
        30      147,297     147,297    178,342
        35      238,869     238,869    275,011
</TABLE>
 
    GUARANTEED VALUES ARE BASED ON PROJECTED INTEREST RATES AND GUARANTEED
    EXPENSES AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO
    CHANGE. THE GUARANTEED MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR
    1 AND $9.00 PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-3
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
 
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
 
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: B
<TABLE>
<CAPTION>
                                                                               CURRENT VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                         ACCUM @    ---------------------------------  ---------------------------------
                            ANNUAL        5.00%       POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          755          34    100,755         812          90    100,812
         2           36        1,200        2,583        1,670         888    101,670       1,835       1,054    101,835
         3           37        1,200        3,972        2,564       1,722    102,564       2,897       2,055    102,897
         4           38        1,200        5,431        3,438       2,586    103,438       3,999       3,147    103,999
         5           39        1,200        6,962        4,292       3,471    104,292       5,142       4,322    105,142
 
         6           40        1,200        8,570        5,121       4,351    105,121       6,324       5,554    106,324
         7           41        1,200       10,259        5,938       5,217    105,938       7,558       6,837    107,558
         8           42        1,200       12,032        6,732       6,061    106,732       8,835       8,164    108,835
         9           43        1,200       13,893        7,507       6,919    107,507      10,162       9,574    110,162
        10           44        1,200       15,848        8,264       7,758    108,264      11,542      11,036    111,542
 
        15           49        1,200       27,189       11,677      11,677    111,677      19,185      19,185    119,185
        20           54        1,200       41,633       14,141      14,141    114,141      27,878      27,878    127,878
        25           59        1,200       60,136       15,180      15,180    115,180      37,252      37,252    137,252
        30           64        1,200       83,713       14,031      14,031    114,031      46,485      46,485    146,485
        35           69        1,200      113,804        9,350       9,350    109,350      53,813      53,813    153,813
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
               POLICY     NET CASH   NET DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          868         147    100,868
         2        2,008       1,226    102,008
         3        3,258       2,416    103,258
         4        4,630       3,778    104,630
         5        6,136       5,316    106,136
         6        7,786       7,016    107,786
         7        9,606       8,886    109,606
         8       11,603      10,933    111,603
         9       13,800      13,212    113,800
        10       16,218      15,712    116,218
        15       32,372      32,372    132,372
        20       57,899      57,899    157,899
        25       98,054      98,054    198,054
        30      161,036     161,036    261,036
        35      259,406     259,406    359,406
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $5.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-4
<PAGE>
   
 
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
 
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
 
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: B
<TABLE>
<CAPTION>
                                                                             GUARANTEED VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                         ACCUM @    ---------------------------------  ---------------------------------
                            ANNUAL        5.00%       POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          745          24    100,745         801          80    100,801
         2           36        1,200        2,583        1,597         815    101,597       1,759         977    101,759
         3           37        1,200        3,972        2,421       1,579    102,421       2,743       1,901    102,743
         4           38        1,200        5,431        3,219       2,367    103,219       3,756       2,905    103,756
         5           39        1,200        6,962        3,991       3,171    103,991       4,799       3,979    104,799
 
         6           40        1,200        8,570        4,726       3,955    104,726       5,861       5,090    105,861
         7           41        1,200       10,259        5,436       4,715    105,436       6,954       6,233    106,954
         8           42        1,200       12,032        6,110       5,439    106,110       8,068       7,397    108,068
         9           43        1,200       13,893        6,748       6,160    106,748       9,203       8,615    109,203
        10           44        1,200       15,848        7,351       6,845    107,351      10,361       9,855    110,361
 
        15           49        1,200       27,189        9,818       9,818    109,818      16,472      16,472    116,472
        20           54        1,200       41,633       11,026      11,026    111,026      22,758      22,758    122,758
        25           59        1,200       60,136       10,278      10,278    110,278      28,329      28,329    128,329
        30           64        1,200       83,713        6,459       6,459    106,459      31,563      31,563    131,563
        35           69        1,200      113,804            0           0          0      29,374      29,374    129,374
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
               POLICY     NET CASH   NET DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          858         136    100,858
         2        1,928       1,146    101,928
         3        3,092       2,251    103,092
         4        4,362       3,510    104,362
         5        5,745       4,925    105,745
         6        7,243       6,472    107,243
         7        8,878       8,157    108,878
         8       10,652       9,981    110,652
         9       12,579      11,991    112,579
        10       14,674      14,178    114,674
        15       28,268      28,268    128,268
        20       48,827      48,827    148,827
        25       79,552      79,552    179,552
        30      125,010     125,010    225,010
        35      191,285     191,285    291,285
</TABLE>
 
    GUARANTEED VALUES ARE BASED ON PROJECTED INTEREST RATES AND GUARANTEED
    EXPENSES AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO
    CHANGE. THE GUARANTEED MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR
    1 AND $9.00 PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    
 
                                      A-5
<PAGE>
   
 
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
 
                                   ISSUED BY
                        ALLIANZ LIFE VARIABLE ACCOUNT A
                                      AND
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
 
    This prospectus describes the Allianz ValueLife Flexible Premium Variable
Life Insurance Policy that we (Allianz Life Insurance Company of North America)
are offering.
 
    The policy is a variable benefit policy. We have designed the policy for use
in estate and retirement planning and other insurance needs of individuals.
 
    You, the policyowner, have a number of investment choices in the policy.
These investment choices include a fixed account (which is part of our general
account) as well as 24 variable options. When you buy a policy and allocate
funds to the variable options you are subject to investment risk. This means
that the value of your Policy Account may increase and decrease depending upon
the investment performance of the variable option(s) you select. Under some
circumstances, the death benefit and the duration of the policy will also
increase and decrease depending upon investment performance.
 
    Each variable option invests in one portfolio of Franklin Valuemark Funds.
The following 24 portfolios of Franklin Valuemark Funds are currently available
with the policy:
 
PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME
 
    Money Market Fund
 
PORTFOLIOS SEEKING CURRENT INCOME
 
    High Income Fund
 
    Templeton Global Income Securities Fund
 
    U.S. Government Securities Fund
 
    Zero Coupon Funds -- 2005 and 2010
 
PORTFOLIOS SEEKING GROWTH AND INCOME
 
    Global Utilities Securities Fund
 
    Growth and Income Fund
 
    Income Securities Fund
 
    Mutual Shares Securities Fund
 
    Real Estate Securities Fund
 
    Rising Dividends Fund
 
    Templeton Global Asset Allocation Fund
 
    Value Securities Fund
 
PORTFOLIOS SEEKING CAPITAL GROWTH
 
    Capital Growth Fund
 
    Global Health Care Securities Fund
 
    Mutual Discovery Securities Fund
 
    Natural Resources Securities Fund
 
    Small Cap Fund
 
    Templeton Developing Markets Equity Fund
 
    Templeton Global Growth Fund
 
    Templeton International Equity Fund
 
    Templeton International Smaller Companies
      Fund
 
    Templeton Pacific Growth Fund
 
    Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the Allianz ValueLife
Flexible Premium Variable Life Insurance Policy. The Securities and Exchange
Commission (SEC) maintains a Web site
(http://www.sec.gov) that contains information regarding companies that file
electronically with the SEC.
 
    THE POLICY:
 
      - IS NOT A BANK DEPOSIT.
 
      - IS NOT FEDERALLY INSURED.
 
      - IS NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY.
 
    THE POLICY IS SUBJECT TO INVESTMENT RISK. YOU MAY BE SUBJECT TO LOSS OF
PRINCIPAL.
 
    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES NOR HAS IT DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
    This prospectus is not an offering of the securities in any state, country,
or jurisdiction in which we are not authorized to sell the policies. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.
 
Date: May 1, 1999
 
     as amended June 2, 1999
 
    
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                   PAGE
                                                 ---------
<S>                                              <C>
SPECIAL TERMS..................................          2
 
SUMMARY........................................          3
 
  The Variable Life Insurance Policy...........          3
 
  Purchases....................................          3
 
  Investment Choices...........................          3
 
  Expenses.....................................          4
 
  Death Benefit................................          5
 
  Taxes........................................          5
 
  Access to Your Money.........................          5
 
  Other Information............................          5
 
  Inquiries....................................          6
 
PART I
 
THE VARIABLE LIFE INSURANCE POLICY.............          7
 
PURCHASES......................................          7
  Premiums.....................................          7
  Application For a Policy.....................          7
  Planned Periodic Premiums....................          7
  Unscheduled Premiums.........................          7
  Grace Period.................................          7
  Reinstatement................................          8
  Allocation of Premium........................          9
  Policy Account...............................          9
  Method of Determining your Policy Account
    Allocated to a Variable Option.............          9
  Your Cash Value, Net Cash Value..............         10
  Our Right to Reject or Return a Premium
    Payment....................................         10
 
INVESTMENT CHOICES.............................         10
  Substitution and Limitations on Further
    Investments................................         11
  Transfers....................................         11
  Dollar Cost Averaging........................         12
 
EXPENSES.......................................         12
  Mortality and Expense Risk Charge............         12
  Administrative Charges.......................         12
  Insurance Risk Charges.......................         13
  Charges for Additional Benefit Riders........         14
  Surrender Charges............................         14
  Partial Surrender Fee........................         14
 
<CAPTION>
                                                   PAGE
                                                 ---------
<S>                                              <C>
  Premium Fee..................................         14
  Transfer Fee.................................         14
  Income Tax Charge............................         14
  Franklin Valuemark Funds' Annual Expenses....         15
 
DEATH BENEFIT..................................         16
  Change in Death Benefit......................         16
  Change in Face Amount of Insurance...........         16
  Guaranteed Death Benefit Rider...............         17
  Accelerated Death Benefit Rider..............         17
 
TAXES..........................................         18
  Life Insurance in General....................         18
  Taking Money Out of Your Policy..............         18
  Diversification..............................         18
 
ACCESS TO YOUR MONEY...........................         19
  Policy Loans.................................         19
  Loan Interest Charged........................         19
  Loan Limit...................................         20
  Security.....................................         20
  Restrictions on Making Loans.................         20
  Repaying Policy Debt.........................         20
  Partial Surrenders...........................         20
  Full Surrenders..............................         21
 
OTHER INFORMATION..............................         21
  The Company..................................         21
  Year 2000....................................         21
  The Separate Account.........................         21
  Distributor..................................         22
  Suspension of Payments or Transfers..........         22
  Ownership....................................         22
 
PART II
  Executive Officers And Directors.............         24
  Voting.......................................         25
  Disregard of Voting Instructions.............         25
  Legal Opinions...............................         25
  Our Right to Contest.........................         25
  Federal Tax Status...........................         26
  Reports to Owners............................         29
  Legal Proceedings............................         29
  Experts......................................         29
  Financial Statements.........................         29
 
APPENDIX -- Illustrations of Policy Values.....        A-1
</TABLE>
 
                                       i
<PAGE>
                                 SPECIAL TERMS
 
    This prospectus is written in plain English to make it as understandable as
possible. However, by the very nature of the policy, certain technical words or
terms are unavoidable. We have identified some of these words or terms. For some
we have provided you with a definition. For the remainder, we believe that you
will find an adequate discussion in the text. We have identified these terms and
provided you with a page number that indicates where you will find the
explanation for the word or term. To help you find the word or term on the page
it is in italics.
 
Annual Guaranteed Coverage Premium.  Your Annual Guaranteed Coverage Premium is
equal to twelve times the Guaranteed Coverage Premium.
 
Cash Value.  Your Policy Account minus the surrender charge.
 
Face Amount of Insurance.  The amount of coverage chosen by you. This amount is
used to determine the death benefit. The minimum Face Amount of Insurance is
$100,000.
 
Guaranteed Coverage Premium.  Your Guaranteed Coverage Premium is a monthly
target premium amount which will vary by the issue age, sex and underwriting
classification of the insured as well as the amount and type of coverage. There
is a distinct Guaranteed Coverage Premium for the base policy and for each rider
attached to the base policy.
 
Insurance Risk Amount.  The excess of the death benefit over the value of your
Policy Account.
 
Net Cash Value.  The Cash Value of your Policy minus any Policy Debt you may
have outstanding.
 
Policy Account.  The sum of any amounts you may have in the fixed account and in
the variable options you have selected.
 
Policy Debt.  The total of any outstanding loans you have made on your policy,
including interest paid in advance for the current policy year.
 
Surrender Charge Premium.  The Surrender Charge Premium is equal to the Annual
Guaranteed Coverage Premium for a base policy death benefit coverage on a person
insured as a standard risk. The Surrender Charge Premium will vary with the
issue age, sex and smoking clarification of the insured as well as the face
amount of the base policy.
 
Total Guaranteed Coverage Premium.  The Total Guaranteed Coverage Premium is the
sum of the Guaranteed Coverage Premium of the base policy and the Guaranteed
Coverage Premium of any riders attached to the base policy. During the first ten
years after the policy is issued the Total Guaranteed Coverage Premium is used
in the Calculation of the Minimum Required Premium to keep the policy in force
regardless of fund performance.
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     -----
<S>                                               <C>
BENEFICIARY, CONTINGENT BENEFICIARY.............          22
BUSINESS DAY....................................          10
INSURED.........................................          16
ISSUE DATE......................................           8
MATURITY BENEFIT................................          23
MATURITY DATE...................................          23
MONTHLY ANNIVERSARY.............................           8
OWNER...........................................          22
POLICY MONTH....................................           8
POLICY YEAR, POLICY ANNIVERSARY.................           8
REALLOCATION DATE...............................           6
</TABLE>
 
                                       2
<PAGE>
    The Prospectus is divided into three sections: the Summary, Part I and Part
II. The sections in the Summary correspond to sections in Part I of this
Prospectus which discuss the topics in more detail. Part II contains even more
detailed information.
 
                                    SUMMARY
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
    The Allianz ValueLife variable life insurance policy is a contract between
you, the owner, and us, an insurance company. The policy provides for the
payment of a death benefit to your selected beneficiary upon the death of the
insured. This death benefit is distributed free from federal income taxes. The
policy can be used as part of your estate planning or used to save for
retirement. The insured is the person you chose to have his or her life insured
under the policy. You, the owner, can also be the insured, but you do not have
to be.
 
    The policy described in this prospectus is a flexible premium variable life
insurance policy. The policy is "flexible" because:
 
      - the frequency and amount of premium payments can vary;
 
      - you can choose between death benefit options; and
 
      - you can increase or decrease the amount of insurance coverage, all
        within the same policy of insurance.
 
    The policy is "variable" because the Policy Account, when allocated to the
variable options, may increase or decrease depending upon the investment results
of the selected variable options. Under certain circumstances, the death benefit
and the duration of your policy may also vary.
 
    During the life of the insured, you can surrender the policy for all or part
of its Net Cash Value. You may also obtain a policy loan, using the Policy
Account as security.
 
    We make available a number of riders to meet a variety of your estate
planning needs. See the "Death Benefit" section for a description of the
guaranteed death benefit rider and the accelerated benefit rider.
 
2.  PURCHASES
 
    You purchase the policy by completing the proper forms. Your registered
representative can help you complete the forms. In some circumstances, we may
contact you for additional information regarding the insured. We may require the
insured to provide us with medical records, physicians' statements or a complete
paramedical examination.
 
    The minimum initial premium we accept is computed for you based on the face
amount you request. The policy is designed for the payment of subsequent
premiums. You can establish planned periodic premiums. The minimum subsequent
premium that we accept is $25 ($50 in Maryland).
 
3.  INVESTMENT CHOICES
 
    You can put your money in the fixed account or in the variable options.
Currently, you may invest in a maximum of 10 investment choices (which include
the fixed account and any variable option you select) at any one time throughout
the life of the policy. Each variable option invests in one Class 1 share
portfolio of Franklin Valuemark Funds. The portfolios are listed below and are
described in the prospectus for Franklin Valuemark Funds.
 
    The following is a list of the portfolios available under the policy:
 
PORTFOLIO SEEKING CAPITAL PRESERVATION
AND INCOME
 
    Money Market Fund
 
PORTFOLIOS SEEKING CURRENT INCOME
 
    High Income Fund
    Templeton Global Income Securities Fund
    U.S. Government Securities Fund
    Zero Coupon Funds -- 2005 and 2010
 
PORTFOLIOS SEEKING GROWTH AND INCOME
 
    Global Utilities Securities Fund
    Growth and Income Fund
 
                                       3
<PAGE>
Income Securities Fund
Mutual Shares Securities Fund
    Real Estate Securities Fund
    Rising Dividends Fund
    Templeton Global Asset Allocation Fund
    Value Securities Fund
 
PORTFOLIOS SEEKING CAPITAL GROWTH
 
    Capital Growth Fund
    Global Health Care Securities Fund
    Mutual Discovery Securities Fund
    Natural Resources Securities Fund
    Small Cap Fund
    Templeton Developing Markets Equity Fund
    Templeton Global Growth Fund
    Templeton International Equity Fund
    Templeton International Smaller Companies
      Fund
    Templeton Pacific Growth Fund
 
4.  EXPENSES
 
    We make certain deductions from your premiums, your Policy Account and from
the variable options. These deductions are made for premium fees, mortality and
expense risks, administrative expenses, sales charges and for providing life
insurance protection. There are also operating expenses of the portfolios. These
deductions are summarized as follows:
 
        Premium Fee.  This charge is for state and local premium taxes (in
    states which charge a premium tax). It is also used to pay for other
    expenses associated with premium collection. The charge is deducted from
    each premium payment. The charge is equal to 2.5% of each premium payment
    and approximates our average expenses associated with premium collection.
 
        Mortality and Expense Risk Charge. This risk charge is guaranteed not to
    exceed, on an annual basis, 0.90% of your average Policy Account value and
    is deducted each business day. The current risk charge is 0.60%.
 
        Administrative Charges.  These charges are equal to:
 
            1)  0.15%, on an annual basis, of your average Policy Account value
        and is deducted each business day; plus
 
            2)  $20 per policy month for the first policy year, and $9 per
        policy month guaranteed thereafter. Currently, the charge is $5 per
        policy month after the first policy year. These amounts are deducted
        from your Policy Account on the monthly anniversary date. This part of
        the charge will be waived if the Policy Account is equal to or greater
        than 15% of the initial Face Amount plus the requested Face Amount
        increases.
 
        Charges for Additional Benefit Riders.  The amount of the charge, if
    any, each policy month for additional benefit riders is determined in
    accordance with the rider and is shown on the coverage page of your policy.
 
        Insurance Risk Charge.  On each monthly anniversary date, we deduct from
    your Policy Account the cost of insurance for the next policy month. This
    charge provides death benefit protection.
 
        Surrender Charges.  A surrender charge may be deducted in the event you
    make a full or partial surrender of your Policy Account. The surrender
    charges contain: a deferred administrative expense and a deferred sales
    load. The deferred administrative expense is $5.00 per $1,000 of Face Amount
    of Insurance for the first 3 policy years, then grades to zero over policy
    years 4 through 13. The deferred sales load is the lesser of 30% of the
    Surrender Charge Premium, plus 5% of all premiums over the Surrender Charge
    Premium (SCP), or the following percentage of SCP:
 
<TABLE>
<CAPTION>
YEARS                      % OF SCP
- ------------------------  -----------
<S>                       <C>
1-8.....................         65%
 9......................         60%
 10.....................         55%
 11.....................         44%
 12.....................         33%
 13.....................         22%
 14.....................         11%
 15+....................          0%
</TABLE>
 
        The SCP is equal to the Annual Guaranteed Coverage Premium for the base
    policy death benefit for a life insured at standard risk. The SCP will vary
    with the issue age, sex, and smoking classification of the insured, and the
    face amount of the base policy.
 
                                       4
<PAGE>
        Partial Surrender Fee.  If you surrender only a portion of the Net Cash
    Value at any time during the insured's lifetime, there is an administrative
    fee assessed. The fee is currently equal to the lesser of $25 or 2% of the
    partial surrender amount you take out of the policy.
 
        You may make a partial surrender once each policy year that does not
    exceed 10% of the Net Cash Value without incurring a surrender charge or the
    partial surrender fee.
 
        Transfer Fee.  You may transfer values from one variable option to
    another, or to or from the fixed account. The first 12 transfers in a policy
    year are free. The fee for each additional transfer is the lesser of $25 or
    2% of the amount transferred. Prescheduled automatic dollar cost averaging
    transfers are not counted.
 
        Other Expenses.  There are deductions from and operating expenses paid
    out of the assets of the portfolios of Franklin Valuemark Funds.
 
5.  DEATH BENEFIT
 
    The amount of the death benefit depends on:
 
      - the Face Amount of Insurance of your policy;
 
      - the death benefit option in effect at the time of death; and
 
      - under some circumstances, the value of your Policy Account.
 
    There are two death benefit options: Option A and Option B. If death benefit
Option A is in effect, the death benefit is the greater of your total Face
Amount in effect or your Policy Account multiplied by the applicable factor.
Under this option, the amount of the death benefit is fixed, except when we use
the factor to determine the benefit percentage.
 
    If death benefit Option B is in effect, the death benefit is the greater of
your total Face Amount of Insurance in effect plus the Policy Account or the
Policy Account multiplied by the applicable factor. Under this option, the
amount of the death benefit is variable.
 
    Under certain circumstances you can change death benefit options. You can
also change the Face Amount of Insurance under certain circumstances.
 
    At the time of application for a policy, you designate a beneficiary. The
beneficiary is the person or persons who will receive the death proceeds. You
can change your beneficiary unless you have designated an irrevocable
beneficiary. The beneficiary does not have to be a natural person.
 
6.  TAXES
 
    Your policy has been designed to comply with the definition of life
insurance in the Internal Revenue Code. As a result, the death proceeds paid
under the policy should be excludable from the gross income of your beneficiary.
Any earnings in your policy are not taxed until you take them out. The tax
treatment of the loan proceeds and surrender proceeds will depend on whether the
policy is considered a Modified Endowment Contract (MEC). Proceeds taken out of
a MEC are considered to come from earnings first and are includible in taxable
income. If you are younger than 59 1/2 when you take money out of a MEC, you may
also be subject to a 10% federal tax penalty on the earnings withdrawn.
 
7.  ACCESS TO YOUR MONEY
 
    You can terminate your policy at any time and we will pay you the Net Cash
Value. At any time during the insured's life and before your policy has
terminated, you may surrender a part of your Net Cash Value subject to the
requirements of the policy. When you terminate your policy or make a partial
surrender, a surrender charge may be assessed. Also, when you make a partial
surrender we assess a partial surrender fee of $25 or 2% of the partial
surrender amount, whichever is less. Once each policy year, on a non-cumulative
basis, you may make a free partial surrender up to 10% of your unloaned Policy
Value.
 
    You can also borrow some of your Policy Value.
 
8.  OTHER INFORMATION
 
    Free Look.  You can cancel the policy within 20 days after you receive it
(or whatever period is required in your state) or the 45th day
 
                                       5
<PAGE>
after you sign your application. We will refund the greater of premiums paid or
the Policy Account less any Policy Debt. During the underwriting process, we
will allocate your initial net premium to the Money Market Fund until the
REALLOCATION DATE, which occurs 30 days after the policy is issued and mailed.
After that, we will invest your Policy Account value and any subsequent premiums
as you requested.
 
        Purchasing Considerations.  The policy is designed for individuals and
    businesses that have a need for death protection but who also desire to
    potentially increase the values in their policies through investment in the
    variable options. The policy offers the following to individuals:
 
      - create or conserve one's estate;
 
      - supplement retirement income; and
 
      - access to funds through loans and surrenders.
 
    If you currently own a variable life insurance policy on the life of the
insured, you should consider whether the purchase of the policy described in
this prospectus is appropriate. Replacement of an existing policy with this
policy may not be advantageous to your situation.
 
    Also, you should carefully consider whether the policy should be used to
replace an existing policy on the life of the insured.
 
    Additional Features. The following additional features are offered:
 
      - You can arrange to have a regular amount of money automatically
        transferred from the Money Market Fund or the U.S. Government Securities
        Fund to selected variable options each month, theoretically giving you a
        lower average cost per unit over time than a single one time purchase.
        We call this feature the dollar cost averaging option.
 
      - If the insured becomes terminally ill, we will pay you a portion of the
        death benefit. We call this feature the accelerated death benefit rider.
 
      - If you pay a certain required premium, we guarantee that the policy will
        not lapse even if your Policy Account value is not sufficient to cover
        the monthly deductions. We call this feature the guaranteed minimum
        death benefit rider.
 
      - We also offer a number of additional riders that are common to life
        insurance policies.
 
    These features and riders may not be available in your state and may not be
suitable for your particular situation.
 
9.  INQUIRIES
 
    If you need more information about buying a policy, please contact us at:
 
    Allianz Life Insurance Company of
      North America
    1750 Hennepin Avenue
    Minneapolis, MN 55403
    (800) 542-5427
 
    If you need policyowner service (such as changes in policy information,
inquiry into Policy Account values, or to make a loan), please contact us at our
service center:
 
    Allianz Life ValueLife Service Center
    300 Berwyn Park
    P.O. Box 3031
    Berwyn, Pennsylvania 19312-0031
    (800) 336-0320
 
                                       6
<PAGE>
                                     PART I
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
    The Allianz ValueLife variable life insurance policy is a contract between
you, the owner, and us, an insurance company. This kind of policy is most
commonly used for retirement planning and/or estate planning.
 
    The policy provides for life insurance coverage on the insured. It has
Policy Account values, a death benefit, surrender rights, loan privileges and
other characteristics associated with traditional and universal life insurance.
However, since the policy is a variable life insurance policy, the value of your
policy will increase or decrease depending upon the investment experience of the
variable option(s) you choose. The duration or amount of the death benefit may
also vary based on the investment performance of the underlying portfolios of
Franklin Valuemark Funds. To the extent you select any of the variable options,
you bear the investment risk. If your Net Cash Value is insufficient to pay the
monthly deductions, the policy may terminate. However, if you have paid the
Guaranteed Coverage Premium and have not taken out a loan, your policy will not
lapse even if your Net Cash Value is insufficient to pay the monthly deductions.
 
    Because the policy is like traditional and universal life insurance, it
provides a death benefit which is paid to your named beneficiary. When the
insured dies, the death proceeds are paid to your beneficiary. These proceeds
should be excludable from the gross income of the beneficiary, however estate
taxes may apply. The tax-free death proceeds makes this an excellent way to
accumulate money you do not think you will use in your lifetime. It is also a
tax-efficient way to provide for those you leave behind. If you need access to
your money, you can borrow from the policy or make a total or partial surrender.
 
2.  PURCHASES
 
PREMIUMS
 
    We will send you your policy only after you pay the initial premium. Before
we send out the policy, the application and the premium must be in good order as
determined by our administrative rules. The policy is not designed for
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers.
 
APPLICATION FOR A POLICY
 
    In order to purchase a policy, you must submit an application to us that
requests information about the proposed insured. In some cases, we will ask for
additional information. We may request that the insured provide us with medical
records, a physician's statement or possibly require other medical tests.
 
PLANNED PERIODIC PREMIUMS
 
    The policy is designed to allow you to make subsequent premium payments. You
can elect to make planned periodic premium payments. Planned periodic premiums
may be paid annually, semi-annually, quarterly or monthly. You select the
planned periodic premium and payment interval at the time of application. You
may change the amount and frequency of premiums. We have the right to limit the
amount of any increase. Each premium after the initial premium must be at least
$25 ($50 in Maryland). Except in Maryland, we may increase this minimum amount
90 days after we send you a written notice to that effect.
 
UNSCHEDULED PREMIUMS
 
    You can make additional unscheduled premium payments at any time while the
policy is in force. However, in order to preserve the favorable tax status of
the policy, we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the U.S. tax laws.
 
GRACE PERIOD
 
    When a policy is about to terminate, under some circumstances, the policy
provides a grace period in order for you to make a premium payment or a loan
repayment in order to keep your policy in force.
 
                                       7
<PAGE>
    During the first 10 policy years (5 years in Massachusetts), a grace period
will begin on your monthly anniversary date when:
 
      - your Net Cash Value is not large enough to cover the monthly deduction
        made on that date; and
 
      - your adjusted premium payments are less than your accumulated Guaranteed
        Coverage Premiums.
 
    Your adjusted premium payments as of the monthly anniversary date equal:
 
      - the total of your premium payments received by us; minus
 
      - any partial surrenders you have made to date; minus
 
      - any Policy Debt.
 
    Your accumulated Guaranteed Coverage Premiums as of the monthly anniversary
date equal:
 
      - the total Guaranteed Coverage Premium; multiplied by
 
      - one plus the number of months the policy has been in force as of that
        monthly anniversary date.
 
    If you have not had the same total Guaranteed Coverage Premium in effect
every month, your accumulated Guaranteed Coverage Premiums will be based on the
different premiums that were in effect and the number of months for which each
applied.
 
    During the first 10 policy years (5 years in Massachusetts), the premium
payment that you need to make to keep your policy from terminating at the end of
the grace period is the lesser of:
 
      - three monthly deductions; or
 
      - the accumulated Guaranteed Coverage Premiums for the monthly anniversary
        date when the grace period began minus adjusted premium payments as of
        that date.
 
    After the first 10 policy years (5 years in Massachusetts), a grace period
will begin on the monthly anniversary date when your Net Cash Value is not large
enough to cover the monthly deductions to be made on that date.
 
    After the first 10 policy years (5 years in Massachusetts), the premium
required to keep the Policy from terminating at the end of a grace period equals
three monthly deductions.
 
    When your policy is in a grace period, we will continue the policy for 61
days. If your insured dies during a grace period, we will deduct the premium
that would have been required to keep your policy from terminating from the
amount we would otherwise pay out.
 
    Your policy will terminate without value at the end of a grace period unless
we receive a premium payment during the grace period large enough to keep your
policy from terminating at the end of that grace period.
 
    We will notify you in writing at least 31 days before a grace period ends.
This notice will show how much must be paid to keep the policy from terminating.
We send notices to the last address you have given us.
 
    Your first POLICY YEAR starts on the day the coverage is effective under
your policy. We call that date the ISSUE DATE. Future policy years start on the
same day and month in each subsequent year. We call that date a POLICY
ANNIVERSARY. Your first POLICY MONTH starts on the issue date. Future policy
months start on the same day in each subsequent month. We call that date a
MONTHLY ANNIVERSARY.
 
REINSTATEMENT
 
    If your policy terminated at the end of a grace period, you can request that
we reinstate it (restore your insurance coverage) anytime within 5 years after
its termination. To reinstate your policy you must:
 
      - submit an application for reinstatement;
 
      - submit proof satisfactory to us that the insured is still insurable at
        the risk classification that applies for the latest Face Amount of
        Insurance portion then in effect;
 
      - pay or agree to reinstatement of any Policy Debt; and
 
                                       8
<PAGE>
      - pay the premium required to reinstate the policy.
 
    The premium required to reinstate the policy equals the total of the
following amounts:
 
      - the amounts that would have been required for the policy to continue in
        force without entering into a grace period for each month during the
        grace period; and
 
      - the amount that will be required for the policy to continue in force
        without entering a grace period for the next 3 months after the
        reinstatement date.
 
    The reinstatement date is the monthly anniversary date on or following the
day we approve the application for reinstatement. The Policy Account on the
reinstatement date is equal to the Policy Account on the monthly anniversary
date when the grace period ended. The surrender charge on the reinstatement date
is equal to the surrender charge on the monthly anniversary date when the grace
period ended.
 
    The policy may not be reinstated after:
 
      - it has been surrendered for its Net Cash Value;
 
      - the insured's death; or
 
      - the maturity date.
 
ALLOCATION OF PREMIUM
 
    Your premium is allocated to the fixed account or one or more of the
variable options, as selected by you. Prior to the reallocation date, the
initial premium is allocated to the Money Market Fund.
 
    On the reallocation date, the Policy Account is allocated to the fixed
account and/or the variable options in accordance with your selections. This
allocation is not subject to the transfer fee provision (see "transfer fee").
However, we reserve the right to limit the number of investment choices
(currently, 24 variable options and the fixed account) that you may invest in at
any one time. Currently, you may invest in a maximum of 10 investment choices
(which include the fixed account and any variable option you select) at any one
time throughout the life of the policy.
 
POLICY ACCOUNT
 
    On the issue date, the value of your Policy Account is:
 
      - your initial premium less the charge for premium fees, less the initial
        insurance risk charge and less the initial charge for any additional
        benefit riders; minus
 
      - the monthly deduction for the first policy month.
 
    After the reallocation date the Policy Account equals the sum of the policy
amounts in the fixed account and in the variable options you have selected.
 
METHOD OF DETERMINING YOUR POLICY ACCOUNT ALLOCATED TO A VARIABLE OPTION
 
    The value of your policy will go up or down depending upon the investment
performance of the variable option(s) you choose and the charges and deductions
made against your Policy Account. In order to keep track of the value of your
Policy Account, we use a unit of measure we call a valuation unit. (A valuation
unit works like a share of a mutual fund.)
 
    Every day we determine the value of the valuation unit for each variable
option. We do this by:
 
      - determining the total amount of money invested by all policyowners in
        the particular variable option;
 
      - subtracting from that amount all the charges that we make from the value
        of the variable option. These charges are:
 
        - the daily mortality and expense risk charge;
 
        - the daily charge for the administrative charge deducted from the
          variable options; and
 
        - any charge for taxes or other similar deductions.
 
      - dividing this amount by the number of outstanding valuation units.
 
    The value of a valuation unit may go up or down from day to day.
 
                                       9
<PAGE>
    When you make a premium payment, we credit your policy with valuation units.
The number of valuation units credited is determined by dividing the amount of
premiums allocated to the variable option by the value of the valuation unit for
that variable option.
 
    When we assess any charges we do so by deducting valuation units from your
policy. When you take a loan we reduce the number of the valuation units in your
policy and transfer the amount to the fixed account.
 
    Our BUSINESS DAY is each day that the New York Stock Exchange is open for
business. Our business day closes when the New York Stock Exchange closes,
usually 4:00 p.m. Eastern Time.
 
YOUR CASH VALUE, NET CASH VALUE
 
    Your Cash Value equals:
 
      - your Policy Account; minus
 
      - the surrender charges.
 
    Your Net Cash Value equals:
 
      - the Cash Value; minus
 
      - any Policy Debt you may have incurred.
 
    During your insured's life, you may:
 
      - take loans based on the Cash Value;
 
      - make partial surrenders; or
 
      - surrender the policy for its Net Cash Value.
 
OUR RIGHT TO REJECT OR RETURN A PREMIUM PAYMENT
 
    In order to receive the tax treatment for life insurance under the Internal
Revenue Code (Code), a policy must initially qualify and continue to qualify as
life insurance under the Code. To maintain this qualification, we have reserved
the right under the policy to return any premiums paid which we have determined
will cause the policy to fail as life insurance. We also have the right to make
changes in the policy or to make a distribution to the extent we determine this
is necessary to continue to qualify the policy as life insurance. Such
distributions may have current income tax consequences to you.
 
    If subsequent premiums will cause your policy to become a Modified Endowment
Contract (MEC), we will contact you prior to applying the premium to your
policy. If you elect to have the premium applied, we require that you
acknowledge in writing that you understand the tax consequences of a MEC before
we will apply the premiums.
 
3.  INVESTMENT CHOICES
 
    The policy offers variable options which invest in Class 1 shares of
portfolios of Franklin Valuemark Funds. Franklin Valuemark Funds (Trust) is
comprised of 25 portfolios, 24 of which are currently available in connection
with the policy we are offering here.
 
    PURCHASERS SHOULD READ THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS FOR
FRANKLIN VALUEMARK FUNDS CAREFULLY BEFORE INVESTING. CERTAIN PORTFOLIOS ARE NOT
AVAILABLE UNDER THE POLICY OFFERED BY THIS PROSPECTUS.
 
    The Trust is the mutual fund underlying the policy. Each portfolio has its
own investment objective. The Trust issues two classes of shares which are
described in the attached Trust prospectus. Only Class 1 shares are available
with your policy. Investment managers for each portfolio are listed in the table
below and are as follows: Franklin Advisers, Inc. (FA), Franklin Advisory
Services, LLC (FAS), Franklin Mutual Advisers, LLC (FMA), Templeton Asset
Management Ltd. (TAM), Templeton Global Advisors Limited (TGA), and Templeton
Investment Counsel, Inc. (TIC). Certain managers have retained one or more
affiliated subadvisers to help them manage the portfolios.
 
                                       10
<PAGE>
    The following is a list of the portfolios available under the policy:
 
<TABLE>
<CAPTION>
                                             INVESTMENT
AVAILABLE PORTFOLIOS                          MANAGERS
<S>                                          <C>
- --------------------------------------------------------
PORTFOLIO SEEKING CAPITAL PRESERVATION AND
INCOME
  Money Market Fund........................          FA
 
PORTFOLIOS SEEKING CURRENT INCOME
  High Income Fund.........................          FA
  Templeton Global Income Securities
    Fund...................................          FA
  U.S. Government Securities Fund..........          FA
  Zero Coupon Funds -- 2005 and 2010.......          FA
 
PORTFOLIOS SEEKING GROWTH AND INCOME
  Global Utilities Securities Fund.........          FA
  Growth and Income Fund...................          FA
  Income Securities Fund...................          FA
  Mutual Shares Securities Fund............         FMA
  Real Estate Securities Fund..............          FA
  Rising Dividends Fund....................         FAS
  Templeton Global Asset Allocation Fund...         TGA
  Value Securities Fund....................         FAS
 
PORTFOLIOS SEEKING CAPITAL GROWTH
  Capital Growth Fund......................          FA
  Global Health Care Securities Fund.......          FA
  Mutual Discovery Securities Fund.........         FMA
  Natural Resources Securities Fund........          FA
  Small Cap Fund...........................          FA
  Templeton Developing Markets Equity
    Fund...................................         TAM
  Templeton Global Growth Fund.............         TGA
  Templeton International
    Equity Fund............................          FA
  Templeton International Smaller Companies
    Fund...................................         TIC
  Templeton Pacific Growth Fund............          FA
</TABLE>
 
    Franklin Valuemark Funds serves as the underlying mutual fund for variable
life insurance policies we offer and variable annuity contracts offered by us
and our affiliates. Franklin Valuemark Funds believes that offering its shares
in this manner will not be disadvantageous to you.
 
SUBSTITUTION AND LIMITATIONS ON FURTHER
INVESTMENTS
 
    We may substitute one of the variable options you have selected with another
variable option. We will not do this without the prior approval of the
Securities and Exchange Commission. We may also limit further investment in a
variable option. We will give you notice of our intention to do this.
 
TRANSFERS
 
    At your request, we will transfer amounts from your Policy Account in any
variable option to another variable option, or to the fixed account. The minimum
amount that can be transferred is the lesser of the minimum transfer amount
(currently $500) or the total value in that variable option. You may transfer on
any policy anniversary an amount from the unloaned value in the fixed account to
one or more variable options.
 
    However, transfers out of the fixed account can be made only if:
 
      - we receive the request at least 30 days before that policy anniversary;
        and
 
      - the amount requested is not more than the greater of 25% of the unloaned
        value in the fixed account on that anniversary or the minimum transfer
        amount.
 
    We will not transfer more than the unloaned value from the fixed account.
The minimum amount that we will transfer from the fixed account on any policy
anniversary is the lesser of the minimum transfer amount, currently $500, or the
unloaned value in the fixed account on that date.
 
    You can make 12 transfers in a policy year without charge. We may charge a
transfer fee for additional transfers in a policy year. The current transfer fee
is the lesser of $25 or 2% of the amount transferred. You may tell us how much
of the transfer fee is to come from the unloaned value in the fixed account and
from the values in each of the variable options. If you do not tell us, we will
make a deduction proportionally based on the relation the unloaned values in the
fixed account and the value in the variable options have to the total unloaned
value in the Policy Account.
 
                                       11
<PAGE>
    We have not designed this policy or the underlying portfolios for use by
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers. Such activity may be disruptive to a
portfolio.
 
    You may elect to make transfers by telephone. To elect this option, you must
do so in writing. If there are joint owners, the instructions will be accepted
from either one of the joint owners unless you inform us otherwise. We will use
reasonable procedures to confirm that instructions communicated by telephone are
genuine. If we do not, we may be liable for any losses due to unauthorized or
fraudulent instructions. We tape record all telephone instructions.
 
DOLLAR COST AVERAGING
 
    Dollar Cost Averaging is a program which enables you to transfer specified
dollar amounts from the Money Market Fund or the U.S. Government Securities Fund
to other portfolios (maximum of 8) at regular intervals. By allocating on a
regularly scheduled basis, you may be less susceptible to the impact of market
fluctuations.
 
    Dollar Cost Averaging may be selected for a period of 12 to 36 months. The
minimum amount per period that can be transferred is $1,000. All dollar cost
averaging transfers are made effective the 10th of the month (or the next
business day if the 10th of the month is not a business day). You can elect to
participate in this program at any time by:
 
      - properly completing the Dollar Cost Averaging election form;
 
      - returning it to us by the first of the month (to be effective that
        month); and
 
      - insuring that sufficient value is in either the Money Market Fund or the
        U.S. Government Securities Fund.
 
    Dollar Cost Averaging will terminate when any of the following occurs:
 
        1)  the number of designated transfers has been completed;
 
        2)  you do not have enough money in the Money Market Fund or the U.S.
    Government Securities Fund to make the transfer (if less money is available,
    that amount will be dollar cost averaged and the program will end);
 
        3)  you request termination in writing and the writing is received by
    the first of the month; or
 
        4)  your policy is terminated.
 
    There is no current charge for Dollar Cost Averaging but we reserve the
right to charge for this program in the future.
 
4. EXPENSES
 
    There are charges and other expenses associated with the policy that reduce
the return on your investment in the policy. The charges and expenses are:
 
MORTALITY AND EXPENSE RISK CHARGE
 
    We deduct a mortality and expense risk charge from each variable option each
business day. This risk charge is guaranteed not to exceed, on an annual basis,
0.90% of your average Policy Account value. The current risk charge is equal to
0.60%.
 
    This risk charge compensates us for assuming the mortality and expense risks
under the policy. The mortality risk assumed by us is that the insureds, as a
group, may not live as long as expected. The expense risk assumed by us is that
actual expenses may be greater than those assumed. We are responsible for the
administration of the policy. We expect to profit from this charge.
 
ADMINISTRATIVE CHARGES
 
    We deduct administrative charges from each variable option each business day
and from your Policy Account on each monthly anniversary date. The charge is
equal, on an annual basis, to 0.15% of your average Policy Account value. There
is also a policy charge which is equal to $20 per policy month for the first
policy year. Thereafter, it is guaranteed to not exceed $9 per policy month.
Currently, the charge is $5 per policy
 
                                       12
<PAGE>
month after the first policy year. This part of the charge will be waived if the
Policy Account is equal to or greater than 15% of the initial face amount plus
the requested face amount increases.
 
    The charges reimburse us for expenses incurred in the administration of the
policies. Such expenses include: confirmations, annual account statements,
maintenance of policy records, maintenance of variable account records,
administrative personnel costs, mailing costs, data processing costs, legal
fees, accounting fees, filing fees, the costs of other services necessary for
policy owner servicing and all accounting, valuation, regulatory and updating
requirements.
 
INSURANCE RISK CHARGES
 
    This charge compensates us for the insurance coverage we provide in the
month following the charge. The insurance risk charge for each policy month
equals the total of the insurance risk charges for the policy month for each
Face Amount of Insurance portion then in effect. To determine the insurance risk
charge for a Face Amount of Insurance portion for a policy month, we multiply:
 
      - the Insurance Risk Amount for the Face Amount of Insurance portion for
        that month; by
 
      - the cost of insurance rate that applies to the Face Amount of Insurance
        portion for that month.
 
    The Insurance Risk Amount for a Face Amount of Insurance portion for a
policy month equals the excess of:
 
      - the death benefit associated with that Face Amount of Insurance portion;
        over
 
      - the value of the Policy Account at the beginning of the policy month,
        before the monthly deduction for the month is subtracted.
 
    The cost of insurance rate for a Face Amount of Insurance portion for a
policy month equals the sum of:
 
      - the standard cost of insurance rate for that month from the table of our
        standard cost of insurance rates; and
 
      - an additional rate for any extra mortality risk classification that
        applies for the Face Amount of Insurance portion.
 
    The additional rate for an extra mortality risk classification for any
policy month equals the amount of extra mortality that the risk classification
represents for that month.
 
    The total cost of insurance rate for a policy month will be uniform for all
Face Amount of Insurance portions that:
 
      - are in the same Face Amount band, sex, and risk classification;
 
      - take effect when the insureds are the same age; and
 
      - have been in force the same length of time.
 
    We may change our standard cost of insurance rates from time to time based
on our expectations as to future cost elements such as: investment earnings,
mortality, persistency, expenses and taxes. Any change we make will apply to all
Face Amount portions in the same risk classification.
 
    The declared standard cost of insurance rates for each policy month will not
be more than the amount shown in the table contained in your policy. The table
is based on the insured's age at his or her last birthday at the beginning of
each year (attained age), the insured's sex and whether or not the insured has
qualified for the non-smoker classification. For the initial Face Amount of
Insurance, the insured's attained age is determined at the beginning of each
policy year. For each Face Amount increase, attained age is determined at the
beginning of each policy year measured from the date the increase took effect.
 
    Since the mortality tables used with the policy distinguish between males
and females, the cost of insurance and the benefits payable will differ between
males and females of the same age. Employers, employee plans and employee
organizations should seek legal advice to determine whether the Civil Rights Act
of 1964, Title VII, or other applicable law prohibits the use of sex distinct
mortality tables. We will offer the policy based upon unisex mortality tables
where required.
 
                                       13
<PAGE>
CHARGES FOR ADDITIONAL BENEFIT RIDERS
 
    The amount of the charge, if any, each policy month for additional benefit
riders is determined in accordance with the rider and is shown on the coverage
page of your policy.
 
SURRENDER CHARGES
 
    A surrender charge may be deducted if you make a full or partial surrender.
The surrender charge consists of 2 parts: a deferred administrative expense and
a deferred sales load. The maximum surrender charge varies by issue age, face
amount, sex, smoking status, and contract duration. This charge will never
exceed the sum of the deferred administrative expense and the deferred sales
load, assuming the Surrender Charge Premium (SCP) is paid yearly during the
first fifteen years.
 
    The deferred administrative expense is $5.00 per $1,000 of Face Amount of
Insurance for the first 3 policy years. The charge then grades down to zero over
policy years 4 through 13.
 
    The deferred sales load is the lesser of 30% of the Surrender Charge Premium
(SCP), plus 5% of all premiums over the SCP, or the following percentage of SCP.
 
<TABLE>
<CAPTION>
YEARS                                           % OF SCP
- --------------------------------------------  -------------
<S>                                           <C>
1-8.........................................           65%
 9..........................................           60%
 10.........................................           55%
 11.........................................           44%
 12.........................................           33%
 13.........................................           22%
 14.........................................           11%
 15+........................................            0%
</TABLE>
 
    The SCP is equal to the Annual Guaranteed Coverage Premium for the base
policy death benefit coverage of a standard mortality risk. The SCP varies with
the issue age, sex, and smoking classification of the insured as well as the
Face Amount of the base policy. The SCP will not exceed the amount shown in the
following table.
 
<TABLE>
<CAPTION>
ISSUE AGE                                     PER $1,000
- -------------------------------------------  -------------
<S>                                          <C>
 0-29......................................    $       6
30-39......................................    $      11
40-49......................................    $      21
50-59......................................    $      40
60-69......................................    $      75
70-80......................................    $     150
</TABLE>
 
    For some higher issue ages, the Standard Non-Forfeiture Law of the state
where the policy is delivered may limit surrender charges to amounts less than
those defined above.
 
    The surrender charge may also be deducted in the event of a decrease in Face
Amount.
 
    The surrender charge at any time during the first policy year equals the
surrender charge at the end of the year. The surrender charge during any
subsequent policy year is calculated based on end of year surrender charges and
the portion of the year that has been completed.
 
    When the policy terminates, your Policy Account may be less than the
surrender charge. If this happens, you will not have to pay the difference. If
the policy is reinstated, the surrender charge will also be reinstated.
 
PARTIAL SURRENDER FEE
 
    If you surrender only a portion of your Net Cash Value at any time during
the insured's lifetime, there is an administrative fee assessed. This fee is
currently equal to the lesser of $25 or 2% of the partial surrender amount. You
can make a partial surrender once each policy year that does not exceed 10% of
the Net Cash Value without incurring a surrender charge or the partial surrender
fee.
 
PREMIUM FEE
 
    This fee is used to pay for premium taxes charged by some states and other
governmental entities (E.G., municipalities). Allianz Life is responsible for
the payment of these taxes and will make a deduction from the value of the
policy for them. This fee is also used to pay for other expenses associated with
premium collection. The charge is equal to 2.5% of each premium payment.
 
TRANSFER FEE
 
    You may transfer values from one variable option to another, or to or from
the fixed account. The first 12 transfers in a policy year are free. The fee for
each additional transfer is currently the lesser of $25 or 2% of the amount
transferred. Prescheduled automatic dollar cost averaging transfers are not
counted nor is the transfer of the initial premium at the end of the free look
period counted when we determine transfer fees.
 
INCOME TAX CHARGE
 
    We do not currently assess any charge for income taxes. We reserve the right
to assess a charge for such taxes against the variable options or your Policy
Account if we determine that such taxes will be incurred.
 
                                       14
<PAGE>
FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES
(as a percentage of Franklin Valuemark Funds' average net assets)
 
    The Management and Portfolio Administration Fees and Total Annual Expenses
for each Portfolio are based on a percentage of that Portfolio's average net
assets for the most recent fiscal year. See the prospectus for Franklin
Valuemark Funds for more information.
 
<TABLE>
<CAPTION>
                                                                        MANAGEMENT AND
                                                                           PORTFOLIO             OTHER       TOTAL ANNUAL
                                                                    ADMINISTRATION FEES(1)     EXPENSES        EXPENSES
                                                                    -----------------------  -------------  ---------------
<S>                                                                 <C>                      <C>            <C>
Capital Growth Fund...............................................               .75%                .02%            .77%
Global Health Care Securities Fund(2).............................               .75%                .09%            .84%
Global Utilities Securities Fund..................................               .47%                .03%            .50%
Growth and Income Fund............................................               .47%                .02%            .49%
High Income Fund..................................................               .50%                .03%            .53%
Income Securities Fund............................................               .47%                .02%            .49%
Money Market Fund.................................................               .51%                .02%            .53%
Mutual Discovery Securities Fund..................................               .95%                .05%           1.00%
Mutual Shares Securities Fund.....................................               .74%                .03%            .77%
Natural Resources Securities Fund.................................               .62%                .02%            .64%
Real Estate Securities Fund.......................................               .52%                .02%            .54%
Rising Dividends Fund.............................................               .70%                .02%            .72%
Small Cap Fund....................................................               .75%                .02%            .77%
Templeton Developing Markets Equity Fund..........................              1.25%                .16%           1.41%
Templeton Global Asset Allocation Fund............................               .80%                .04%            .84%
Templeton Global Growth Fund......................................               .83%                .05%            .88%
Templeton Global Income Securities Fund...........................               .57%                .06%            .63%
Templeton International Equity Fund...............................               .80%                .08%            .88%
Templeton International Smaller Companies Fund....................              1.00%                .10%           1.10%
Templeton Pacific Growth Fund.....................................               .99%                .11%           1.10%
U.S. Government Securities Fund...................................               .48%                .02%            .50%
Value Securities Fund(2)..........................................               .75%                .08%            .83%
Zero Coupon Fund -- 2005..........................................               .63%                .03%            .66%
Zero Coupon Fund -- 2010..........................................               .62%                .04%            .66%
</TABLE>
 
- ------------------
 
1.  The Portfolio Administration Fee is a direct expense for the Global Health
    Care Securities Fund, the Mutual Discovery Securities Fund, the Mutual
    Shares Securities Fund, the Templeton Global Asset Allocation Fund, the
    Templeton International Smaller Companies Fund, and the Value Securities
    Fund; other portfolios pay for similar services indirectly through the
    Management Fee. See "Management" in the Franklin Valuemark Funds prospectus
    for further information regarding these fees.
 
2.  The Global Health Care Securities Fund and the Value Securities Fund
    commenced operations May 1, 1998. The expenses shown for these Portfolios
    are estimated for 1999.
 
                                       15
<PAGE>
5. DEATH BENEFIT
 
    The amount of the death benefit depends on the total Face Amount of
Insurance, your Policy Account on the date of the insured's death and the death
benefit option (Option A or Option B) in effect at that time. The INSURED is the
person whose life is covered by this policy. The insured is named on the
coverage page. The actual amount we pay the beneficiary will be reduced by any
outstanding Policy Debt.
 
    The total Face Amount is the sum of all of the Face Amount portions. The
initial Face Amount and each Face Amount increase still in effect are Face
Amount portions. The initial Face Amount and the death benefit option in effect
on the issue date (the date when the insured's life is covered under the policy)
are shown on the coverage page of your policy.
 
        Option A.  The amount of the death benefit under Option A is the greater
    of:
 
      - the total Face Amount at the beginning of the policy month when the
        death occurs; or
 
      - the Policy Account on the date of death multiplied by the applicable
        factor from the Table of Death Benefit Factors contained in your policy.
 
        Option B.  The amount of the death benefit under Option B is the greater
    of:
 
      - the total Face Amount at the beginning of the policy month when the
        death occurs plus the Policy Account on the date of death; or
 
      - the Policy Account on the date of death multiplied by the applicable
        factor from the Table of Death Benefit Factors contained in your policy.
 
CHANGE IN DEATH BENEFIT
 
    You may change the death benefit option after your policy has been in force
for at least one year, subject to the following requirements:
 
      - you must request the change in writing;
 
      - once you have changed the death benefit option, it cannot be changed
        again for the next 3 years;
 
      - if you want to change death benefit Option A to Option B, you must
        submit proof satisfactory to us that the insured is still insurable at
        the risk classification that applies for the initial Face Amount. The
        Face Amount will not change; and
 
      - if you want to change death benefit Option B to Option A, the Face
        Amount will be increased by an amount equal to the Policy Account on the
        date of the change. The risk classification for the last Face Amount
        portion to go into effect which is still in force will apply to the Face
        Amount increase. This increase will not result in any increase in
        premiums, expense charges or surrender charges.
 
    Any change in a death benefit option will take effect on the monthly
anniversary date on or following the date we approve the request for the change.
 
CHANGE IN FACE AMOUNT OF INSURANCE
 
    You may change the Face Amount of Insurance of your policy on any monthly
anniversary date after your policy has been in force at least one year. Once the
Face Amount has been changed, it cannot be changed again for the next 12 months.
 
    Face Amount Increases.  To increase the Face Amount of Insurance you must:
 
      - submit an application for the increase;
 
      - submit proof satisfactory to us that the insured is an insurable risk;
        and
 
      - pay any additional premium which is required.
 
    The Face Amount of your policy can only be increased before your insured
reaches age 81. Each Face Amount increase must be at least as large as the
minimum Face Amount increase (currently $25,000). A Face Amount increase will
take effect on the monthly anniversary date on or following the day we approve
the application for the increase.
 
    The risk classification that applies for any Face Amount increase may be
different from the risk classification that applies for the initial Face Amount.
 
                                       16
<PAGE>
    The following changes will be made to reflect the increase:
 
      - The Guaranteed Coverage Premium will be increased.
 
      - The monthly administrative charge will increase to $20 per month for the
        12 months following the increase.
 
      - Additional surrender charges equal to the Face Amount increase (in
        $1,000's) multiplied by the surrender charge factors will apply for 13
        years following the increase.
 
    We will furnish a revised coverage page of your policy that shows:
 
      - the risk classification and the amount of the increase; and
 
      - the values for the changes described above.
 
    Face Amount Decreases.  You must request in writing any decrease in Face
Amount of Insurance. The decrease will take effect on the later of:
 
      - the monthly anniversary date on or following the day we receive your
        request for the decrease; or
 
      - the monthly anniversary date one year after the last change you made in
        Face Amount.
 
    A Face Amount decrease will be used to reduce any previous Face Amount
increases which are then in effect starting with the latest increase and
continuing in the reverse order in which the increases were made. If any portion
of the decrease is left after all Face Amount increases have been reduced, it
will be used to reduce the initial Face Amount. We will not permit a Face Amount
decrease that would reduce the initial Face Amount below the minimum Face
Amount, currently $100,000.
 
    The Guaranteed Coverage Premium will be reduced to reflect the Face Amount
decrease. The new Guaranteed Coverage Premium will be shown on a revised
coverage page of your policy.
 
    We will deduct a charge from the Policy Account when the Face Amount is
decreased. The maximum charge we will deduct each time the Face Amount is
decreased is the lesser of:
 
      - the total of the current surrender charge for the amount of each Face
        Amount portion reduced; or
 
      - the Policy Account when the decrease is made.
 
    The charge will be deducted for each Face Amount portion reduced, starting
with the charge for the first Face Amount portion reduced, and continuing in the
same order in which the reductions are made until the charge is completely
deducted.
 
    Future surrender charges will be reduced proportionately for any charges
deducted. After the Face Amount is decreased, the surrender charges for each
Face Amount portion for which a charge is deducted will be equal to the
surrender charges shown for that Face Amount portion on the coverage page of
your policy, or in the revised coverage page, multiplied by the ratio of:
 
      - the amount of the surrender charge in effect for the Face Amount portion
        at the time the charge is deducted minus the amount of the charge
        deducted for the Face Amount portion; divided by
 
      - the amount of the surrender charge in effect for the Face Amount portion
        at the time the charge is deducted.
 
GUARANTEED DEATH BENEFIT RIDER
 
    You can elect a Guaranteed Death Benefit Rider. This rider provides that the
Policy will remain in force to attained age 95 for death benefit Option A
policies and to attained age 80 for death benefit Option B policies, regardless
of the performance of the underlying portfolios, so long as you pay the minimum
required premium. The premium required is significantly higher than the minimum
premium required to issue the policy and to keep it in force. There is an
additional charge for this benefit, currently $0.01 per $1000 of Face Amount per
policy month. A policy cannot have both the Guaranteed Death Benefit Rider and
any of the following riders:
 
      - Insured Term Rider
 
      - Spouse Term Rider
 
ACCELERATED DEATH BENEFIT RIDER
 
    You can elect the Accelerated Benefit Rider. This rider provides that you
may elect to receive
 
                                       17
<PAGE>
some of the death benefit proceeds of the policy if the insured is suffering
from a terminal illness, as defined in the rider. Receipt of an accelerated
death benefit amount may be taxable. You should contact your personal tax or
financial adviser for specific information.
 
    Death benefits, Cash Values, if any, and loan values, if any, will be
reduced if a benefit is paid pursuant to this rider.
 
    There is an administrative charge for this benefit which is guaranteed not
to exceed the lesser of $1,000 or 2% of the benefit. This limit may vary
depending on the state in which the policy was purchased. The current
administrative charge is $150.
 
    The receipt of an accelerated death benefit amount may adversely affect the
recipient's eligibility for Medicaid or other government benefits or
entitlements.
 
6.  TAXES
 
    NOTE: WE HAVE PREPARED THE FOLLOWING INFORMATION ON FEDERAL INCOME TAXES AS
A GENERAL DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVISE TO ANYONE.
YOU SHOULD CONSULT YOUR TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. WE HAVE
INCLUDED AN ADDITIONAL DISCUSSION REGARDING TAXES IN PART II.
 
LIFE INSURANCE IN GENERAL
 
    Life insurance, such as this policy, is a means of providing for death
protection and setting aside money for future needs. Congress recognized the
importance of such planning and provided special rules in the Internal Revenue
Code (Code) for life insurance.
 
    Simply stated, these rules provide that you will not be taxed on the
earnings on the money held in your life insurance policy until you take the
money out. Beneficiaries generally are not taxed when they receive the death
proceeds upon the death of the insured. However, estate taxes may apply.
 
TAKING MONEY OUT OF YOUR POLICY
 
    You, as the owner, will not be taxed on increases in the value of your
policy until a distribution occurs either as a surrender or as a loan. If your
policy is a MEC, any loans or surrenders from the policy will be treated as
first coming from earnings and then from your investment in the policy.
Consequently, these distributed earnings are included in taxable income.
 
    The Code also provides that any amount received from a MEC which is included
in income may be subject to a 10% penalty. The penalty will not apply if the
income received is:
 
1)  paid on or after the taxpayer reaches age 59 1/2;
 
2)  paid if the taxpayer becomes totally disabled (as that term is defined in
    the Code); or
 
3)  in a series of substantially equal payments made annually (or more
    frequently) for the life or life expectancy of the taxpayer.
 
    If your policy is not a MEC, any surrender proceeds will be treated as first
a recovery of the investment in the policy and to that extent will not be
included in taxable income. Furthermore any loan will be treated as indebtedness
under the policy and not as a taxable distribution. See "Federal Tax Status" in
Part II for more details including an explanation of whether your policy is a
MEC.
 
DIVERSIFICATION
 
    The Code provides that the underlying investments for a variable life policy
must satisfy certain diversification requirements in order to be treated as a
life insurance contract. We believe that the portfolios are being managed so as
to comply with such requirements.
 
    Under current federal tax law, it is unclear as to the circumstances under
which you, because of the degree of control you exercise over the underlying
investments, and not us would be considered the owner of the shares of the
portfolios. If you are considered the owner of the investments, it will result
in the loss of the favorable tax treatment for the policy. It is unknown to what
extent owners are permitted to select portfolios, to make transfers among the
portfolios or the number and type of portfolios owners may select from without
being considered the owner of the shares. If guidance from the Internal Revenue
Service is provided which is considered a new position, the guidance would
generally be applied prospectively. However, if such guidance is considered not
to be a new position, it may be applied retroactively. This would mean that you,
as the owner of the policy, could be treated as
 
                                       18
<PAGE>
the owner of the portfolios. Due to the uncertainty in this area, we reserve the
right to modify the policy in an attempt to maintain favorable tax treatment.
 
7.  ACCESS TO YOUR MONEY
 
POLICY LOANS
 
    We will loan money to you at the loan interest rate we establish for each
policy year during which the loan is outstanding. Your request for a loan must
be in writing.
 
    The policy loan will be divided into two parts, the preferred loan and the
non-preferred loan. A preferred loan may be made not more than once per policy
year, beginning the later of:
 
      - the tenth policy anniversary; or
 
      - the anniversary following the insured's 60th birthday.
 
    No more than 10% of the Cash Value of your policy at the time of the loan
may be made as a preferred loan. Any portion of a loan that is not a preferred
loan is a non-preferred loan.
 
    The policy loan will be allocated to the fixed account. If the policy loan
requested exceeds the loan limit, you may also request a transfer of values from
the variable options to the fixed account. These values will be determined at
the time you request the transfer. If you do not indicate the proportions of the
variable options to be transferred, we will make the transfers based on the
proportions that your Policy Account in the variable options bear to the total
unloaned value in the Policy Account. Policy loans may have federal tax
consequences (see "Federal Tax Status").
 
LOAN INTEREST CHARGED
 
    There may be a lower declared loan interest rate each year for the preferred
loan than for the non-preferred loan. We will determine the loan interest rates
for a policy year at least 60 days before the policy year begins. The maximum
annual loan interest rates we will use for preferred and non-preferred loans for
a policy (the maximum allowable rate) are the greater of:
 
      - the guaranteed interest rate for the fixed account shown on the coverage
        page of your policy for a policy year (currently 3.5% for all policy
        years) plus 1%; or
 
      - Moody's Corporate Bond Yield Average, Monthly Average Corporates as
        published by Moody's Investors Service, Inc., for the calendar month
        ending two months before the date on which the loan interest rate is
        determined.
 
    If Moody's Corporate Bond Yield Average, Monthly Average Corporates is no
longer published on a timely basis, we will use a substantially similar average
approved by the insurance department in the state where your policy was
delivered to determine the maximum allowable rate.
 
    If the maximum allowable rate for a policy is at least 1/2% lower than the
loan interest rate in effect for the previous policy year, we will decrease the
loan interest rate to not more than the maximum allowable rate. If the maximum
allowable rate for a policy year is at least 1/2% higher than either loan
interest rate in effect for the previous policy year, we may increase either
loan interest rate to not more than the maximum allowable rate. We will not use
a loan interest rate for any policy year that exceeds 15%.
 
    We will notify you as to the preferred loan and non-preferred loan interest
rates that apply at the time a new loan is made or when any Policy Debt is
reinstated. If either loan interest rate that applies to an existing policy loan
is increased, we will notify you in writing at least 30 days before the new rate
takes effect.
 
    When a loan is made, interest for the rest of the current policy year must
be paid in advance. If interest is not paid when due, it will be added to the
Policy Debt and allocated to the fixed account. The accumulation of preferred
loans, together with interest on such loans, is the preferred debt. The
accumulation of non-preferred loans, together with interest on such loans, is
the non-preferred debt.
 
    Total Policy Debt is the sum of the preferred debt and the non-preferred
debt, and equals the total outstanding loan with interest. If the total Policy
Debt (including interest in advance) exceeds the fixed account, we will transfer
values from the variable options to the fixed account if such values are
available, based on the proportions that the values in the variable options bear
to the total value of the variable options. The unpaid interest will then be
treated as part of the
 
                                       19
<PAGE>
Policy Debt and will bear interest at the loan rates.
 
LOAN LIMIT
 
    A loan may be for any amount which does not exceed the loan limit.
 
    The loan limit equals:
 
      - the Cash Value on the date the loan is made; minus
 
      - interest for the rest of the current policy year; minus
 
      - any existing Policy Debt.
 
SECURITY
 
    The policy will be the only security for the loan.
 
RESTRICTIONS ON MAKING LOANS
 
    Loans will not be available during a grace period or after the insured dies.
 
REPAYING POLICY DEBT
 
    The Policy Debt, or any part, may be repaid at any time as long as the
policy is in force. We have the right to not accept partial loan repayments for
amounts less than $50. Any Policy Debt outstanding will be deducted before any
benefit proceeds are paid or applied under a payment option.
 
    Repayments will be applied first to the non-preferred debt, and then to the
preferred debt, unless you specify differently.
 
    Repayments will be allocated to the fixed account and to the variable
options based on the premium allocation schedule then in effect, unless a
different allocation is requested.
 
    When there is Policy Debt outstanding, any payments received will be applied
first as repayment of debt, rather than as premium, unless we are instructed
otherwise. If total Policy Debt equals or exceeds the Cash Value, we can
terminate the policy. A notice of termination will be mailed to the last address
we have on file 61 days prior to termination.
 
PARTIAL SURRENDERS
 
    You may make a partial surrender from the Net Cash Value at any time during
the insured's life and before the policy has terminated. The minimum partial
surrender amount is currently $500. The partial surrender may not exceed the Net
Cash Value, less $300.
 
    We will assess a partial surrender fee when a partial surrender is made. The
maximum partial surrender fee we will charge is $50 and the current charge is
the lesser of 2% of the partial surrender amount or $25. In addition, a
surrender charge may be assessed on the amount surrendered. See "Surrender
Charges" above. You may make a partial surrender once each policy year that does
not exceed 10% of the Net Cash Value without incurring a surrender charge or the
partial surrender fee.
 
    When a partial surrender is made, the amount of the partial surrender, the
partial surrender fee and the surrender charge, if any, will be deducted from
the Policy Account. You elect how much of each partial surrender, partial
surrender fee and surrender charge is to come from the unloaned value in the
fixed account and from values in each of the variable options. If you do not so
elect, or if we cannot make the surrender on the basis of the your direction or
those allocation percentages, we will make it based on the proportions that the
unloaned value in the fixed account and unloaned values in the variable options
bear to the total unloaned value in the Policy Account.
 
    The Face Amount will be reduced if death benefit Option A is in effect when
a partial surrender is made. Such a reduction will be equal to the amount of the
partial surrender minus the excess, if any, of:
 
      - the death benefit at the time the partial surrender is made; over
 
      - the Face Amount at the time the partial surrender is made.
 
                                       20
<PAGE>
    However, if the amount of the partial surrender is less than or equal to the
excess described above, the Face Amount will not be reduced.
 
    Any Face Amount reduction will be used first to reduce any Face Amount
increases then in effect starting with the latest increase and continuing in the
reverse order in which the increases were made. If any of the reduction is left
after all Face Amount increases have been reduced, it will be used to reduce the
initial Face Amount.
 
    We will not permit a partial surrender that would reduce the Face Amount
below the minimum Face Amount (currently $100,000). We may limit the number of
partial surrenders you can make in a policy year, but you will always be allowed
to make at least one partial surrender if the surrender meets these
requirements.
 
FULL SURRENDERS
 
    You may completely surrender your policy and receive the Net Cash Value
anytime during the insured's life and before the policy has terminated.
 
    The full surrender will take effect on the later of:
 
      - the date we receive your written request for the surrender; or
 
      - the date you request, in writing, for the surrender to take effect.
 
    The policy and all coverage under it will terminate at 12:01 a.m. at our
ValueLife Service Center on the date the surrender takes effect.
 
    Partial and full surrenders may have federal tax consequences (see "Federal
Tax Status").
 
8.  OTHER INFORMATION
 
THE COMPANY
 
    Allianz Life Insurance Company of North America is a life insurance company
organized under the laws of the state of Minnesota in 1896.
 
    We are a wholly-owned subsidiary of Allianz Versicherungs-AG Holding
("Allianz"). Allianz is headquartered in Munich, Germany, and has subsidiaries
throughout the world. We offer fixed and variable life insurance and annuities,
and group life, accident and health insurance.
 
    Administration for the policy is provided at our service center:
 
      Allianz Life ValueLife Service Center
      300 Berwyn Park
      P.O. Box 3031
      Berwyn, Pennsylvania 19312-0031
      (800) 336-0320
 
YEAR 2000
 
    Allianz Life has initiated programs to ensure that all of the computer
systems utilized to provide services and administer policies will function
properly in the year 2000. An assessment of the total expected costs
specifically related to the year 2000 conversion has been completed. These costs
are expensed as incurred and total costs are not expected to have a significant
effect on Allianz Life's financial position or results of operations. Allianz
Life believes it is taking steps that are reasonably designed to address the
potential failure of computer systems used by its service providers and to
ensure its year 2000 program is completed on a timely basis. There can be no
assurance, however, that the steps taken by Allianz Life will be adequate to
avoid any adverse impact.
 
THE SEPARATE ACCOUNT
 
    We established a separate account, Allianz Life Separate Account A (Separate
Account), to hold the assets that underlie the policies.
 
    The assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the policies, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from those assets are credited to or against the policies
and not against any other policies we may issue. The Separate Account is divided
into variable options. (The variable options are referred to as sub-accounts in
the policy.)
 
                                       21
<PAGE>
DISTRIBUTOR
 
    The policy is sold by licensed insurance agents, where the policy may be
lawfully sold, who are registered representatives of broker-dealers which are
registered under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.
 
    The policy is distributed through the principal underwriter, NALAC Financial
Plans, LLC, 1750 Hennepin Avenue, Minneapolis, MN, 55403, a wholly-owned
subsidiary of ours. NALAC Financial Plans, LLC provides marketing services, and
is reimbursed for expenses incurred in the distribution of the policies.
 
    Commissions will be paid to broker-dealers who sell the policies.
Broker-dealers will be paid commissions and expense reimbursements up to an
amount equal to 100% of the first Guaranteed Coverage Premium; 4% of the next
six Guaranteed Coverage Premiums; and 2% of all premiums paid thereafter.
Similar commissions are paid on premiums received after any increase in Face
Amount, or the addition of a rider. In addition, broker-dealers may also receive
additional compensation, based on meeting certain production standards.
 
SUSPENSION OF PAYMENTS OR TRANSFERS
 
    We may be required to suspend or postpone any payments or transfers for any
period when:
 
        1)  the New York Stock Exchange is closed (other than customary weekend
    and holiday closings);
 
        2)  trading on the New York Stock Exchange is restricted;
 
        3)  an emergency exists as a result of which disposal of shares of the
    portfolios is not reasonably practicable or we cannot reasonably value the
    shares of the portfolios;
 
        4)  during any other period when the Securities and Exchange Commission,
    by order, so permits for the protection of owners.
 
    We may defer the portion of any transfer, amount payable or surrender, or
Policy Loan from the fixed account for not more than 6 months.
 
OWNERSHIP
 
    OWNER.  You, as the OWNER of the policy, have all of the rights under the
policy subject to:
 
      - the rights of any assignee; and
 
      - the rights of any irrevocable beneficiary.
 
    The OWNER can also be the insured. If you die while the policy is still in
force and the insured is living, ownership passes to your successor owner or if
you have not designated a successor owner, then your estate becomes the owner.
 
    JOINT OWNER.  The policy can be owned by joint owners. Authorization of both
joint owners is required for all policy changes except for telephone transfers.
 
    BENEFICIARY.  The BENEFICIARY is the person(s) or entity(ies) you name to
receive any death proceeds. The beneficiary is named at the time the policy is
issued unless changed at a later date. You can name a CONTINGENT BENEFICIARY
prior to the death of the insured. Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before the insured dies. If
there is an irrevocable beneficiary, all policy changes except premium
allocations and transfers require the consent of the beneficiary.
 
    Primary and contingent beneficiaries are as named in the application, unless
you make a change. To change a beneficiary, you must send us a written request.
We may require the policy to record the change. The request will take effect
when signed, subject to any action we may take before receiving it.
 
    One or more irrevocable beneficiaries may be named.
 
    If a beneficiary is a minor, we will make payment to the guardian of his or
her estate. We may require proof of age of any beneficiary.
 
    Proceeds payable to a beneficiary will be free from the claims of creditors,
to the extent allowed by law.
 
    ASSIGNMENT.  You can assign (transfer ownership) the policy. A copy of any
assignment must
 
                                       22
<PAGE>
be filed with the ValueLife Service Center. We are not responsible for the
validity of any assignment. If you assign the policy, your rights and those of
any revocably-named person will be subject to the assignment. An assignment will
not affect any payments we may make or actions we may take before such
assignment has been recorded at our ValueLife Service Center. This may be a
taxable event. You should consult a tax adviser if you wish to assign the
policy.
 
    MATURITY BENEFIT.  This is an amount equal to the Policy Account less any
outstanding Policy Debt on your policy. This amount is paid to you on the
maturity date.
 
    MATURITY DATE.  The policy provides that we will pay the Policy Account
value, less any Policy Debt, to you on the maturity date if the policy is still
in force. We will not accept any premiums after the maturity date.
 
                                       23
<PAGE>
                                    PART II
 
EXECUTIVE OFFICERS AND DIRECTORS
 
    As of May 1, 1999, the directors and executive officers of Allianz Life
Insurance Company of North America (Allianz Life) and their principal
occupations for the past 5 years are as follows:
 
<TABLE>
<CAPTION>
             NAME                                PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ------------------------------  ----------------------------------------------------------------------------------
<S>                             <C>
Lowell C. Anderson              Chairman of the Board, President and Chief Executive Officer of Allianz Life since
                                October, 1988.
 
Herbert F. Hansmeyer            Chairman of the Board of Allianz of America Corp. Member of the Board of
                                Management of Allianz-AG, Munich, Germany, since 1986.
 
Dr. Gerhard G. Rupprecht        Chairman of the Board of Management -- Allianz Lebensversicherungs, since 1979.
 
Michael P. Sullivan             President, Chief Executive Officer and Director of International Dairy Queen, Inc.
                                since 1987.
 
Michael T. Westermeyer          Vice President -- Corporate Legal Officer and Secretary of Allianz Life since
                                April 1997. Formerly Second Vice President, Senior Counsel and Assistant Secretary
                                of Allianz Life.
 
Paul M. Howman                  Vice President -- Underwriting of Allianz Life since 1995.
 
Robert S. James                 President -- Individual Division of Allianz Life since March 31, 1995. Previously
                                President of Financial Markets Division.
 
Edward J. Bonach                Executive Vice President -- Chief Financial Officer and Treasurer of Allianz Life
                                since 1993.
 
Ronald L. Wobbeking             President -- Mass Marketing Division of Allianz Life since September 1991.
 
Rev. Dennis J. Dease            President, University of St. Thomas, St. Paul since July 1991.
 
James R. Campbell               Chairman and Chief Executive Officer of Norwest Bank MN, N.A. since 1998.
                                Previously Executive Vice President since February 1988.
 
Robert M. Kimmitt               Partner in the law firm of Wilmer, Cutler & Pickering.
</TABLE>
 
                                       24
<PAGE>
VOTING
 
    Pursuant to our view of present applicable law, we will vote the shares of
the portfolios at special meetings of shareholders in accordance with
instructions received from all owners having a voting interest. We will vote
shares for which we have not received instructions. We will vote all shares in
the same proportion as the shares for which we have received instructions. We
will vote our shares in the same manner. Franklin Valuemark Funds does not hold
regular meetings of shareholders.
 
    If the Investment Company Act of 1940 or any regulation thereunder is
amended or if the present interpretation of the Act changes so as to permit us
to vote the shares in our own right, we may elect to do so.
 
    Your voting interest in the portfolios is determined as follows:
 
      - You may cast one vote for each $100 of Account Value which is allocated
        to a variable option on the record date. Fractional votes are counted.
 
      - The number of shares which you can vote will be determined as of the
        date chosen by us. This will be done not more than 60 days prior to the
        meeting of the portfolio. Voting instructions will be solicited by
        written communication at least 14 days prior to such meeting.
 
      - You will receive periodic reports relating to the portfolios in which
        you have an interest, as well as any proxy material and a form with
        which to give us such voting instructions.
 
DISREGARD OF VOTING INSTRUCTIONS
 
    We may, when required to do so by state insurance authorities, vote shares
of the portfolios without regard to instructions from owners. We will do this if
such instructions would require the shares to be voted to cause a portfolio to
make, or refrain from making, investments which would result in changes in the
sub-classification or investment objectives of the portfolio. We may also
disapprove changes in the investment policy initiated by owners or
trustees/directors of the portfolios, if such disapproval:
 
      - is reasonable and is based on a good faith determination by us that the
        change would violate state or federal law;
 
      - the change would not be consistent with the investment objectives of the
        portfolios; or
 
      - which varies from the general quality and nature of investments and
        investment techniques used by other portfolios with similar investment
        objectives underlying other variable contracts offered by us or of an
        affiliated company.
 
    In the event we do disregard voting instructions, a summary of this action
and the reasons for such action will be included in the next semi-annual report
to owners.
 
LEGAL OPINIONS
 
    Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice
on certain matters relating to the federal securities and income tax laws in
connection with the policies.
 
OUR RIGHT TO CONTEST
 
    We cannot contest the validity of the policy except in the case of fraud
after it has been in effect during the insured's lifetime for two years. If the
policy is reinstated, the two-year period is measured from the date of
reinstatement. In addition, if the insured commits suicide in the two-year
period, or such period as specified in state law, the benefit payable will be
limited to premiums paid less Policy Debt and less any surrenders. We also have
the right to adjust any benefits under the policy if the answers in the
application regarding the use of tobacco are not correct.
 
                                       25
<PAGE>
FEDERAL TAX STATUS
 
    NOTE: The following description is based upon our understanding of current
federal income tax law applicable to life insurance in general. We cannot
predict the probability that any changes in such laws will be made. Purchasers
are cautioned to seek competent tax advice regarding the possibility of such
changes.
Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"), defines
the term "life insurance contract" for purposes of the Code. We believe that the
policies to be issued will qualify as "life insurance contracts" under section
7702. We do not guarantee the tax status of the policies. Purchasers bear the
complete risk that the policies may not be treated as "life insurance" under
federal income tax laws. Purchasers should consult their own tax advisers. It
should be further understood that the following discussion is not exhaustive and
that special rules not described in this prospectus may be applicable in certain
situations.
 
    Introduction.  The discussion contained herein is general in nature and is
not intended as tax advice. Each person concerned should consult a competent tax
adviser. No attempt is made to consider any applicable state or other tax laws.
Moreover, the discussion herein is based upon our understanding of current
federal income tax laws as they are currently interpreted. No representation is
made regarding the likelihood of continuation of those current federal income
tax laws or of the current interpretations by the Internal Revenue Service.
 
    We are taxed as a life insurance company under the Code. For federal income
tax purposes, the Separate Account is not a separate entity from us and its
operations form a part of us.
 
    Diversification.  Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The Code
provides that a variable life insurance policy will not be treated as life
insurance for any period (and any subsequent period) for which the investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification of
the policy as a life insurance contract would result in imposition of federal
income tax to the owner with respect to earnings allocable to the policy prior
to the receipt of payments under the policy. The Code contains a safe harbor
provision which provides that life insurance policies, such as these policies,
will meet the diversification requirements if, as of the close of each quarter,
the underlying assets meet the diversification standards for a regulated
investment company and no more than fifty-five (55%) percent of the total assets
consist of cash, cash items, U.S. Government securities and securities of other
regulated investment companies. There is an exception for securities issued by
the U.S. Treasury in connection with variable life insurance policies.
 
    On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
Section 1.817-5), which established diversification requirements for the
investment portfolios underlying variable contracts such as the policies. The
regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (ii) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (iii) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these regulations, all securities of the same
issuer are treated as a single investment. The Code provides that, for purposes
of determining whether or not the diversification standards imposed on the
underlying assets of variable contracts by Section 817(h) of the Code have been
met, "each United States government agency or instrumentality shall be treated
as a separate issuer."
 
    We intend that each portfolio underlying the policies will be managed by the
investment managers in such a manner as to comply with these diversification
requirements.
 
                                       26
<PAGE>
    The Treasury Department has indicated that the diversification regulations
do not provide guidance regarding the circumstances in which owner control of
the investments of the separate account will cause the owner to be treated as
the owner of the assets of the separate account, thereby resulting in the loss
of favorable tax treatment for the policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
    The amount of owner control which may be exercised under the policy is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policyowner
was not the owner of the assets of the separate account. It is unknown whether
these differences, such as the owner's ability to transfer among investment
choices or the number and type of investment choices available, would cause the
owner to be considered the owner of the assets of the separate account.
 
    In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in you being
retroactively determined to be the owner of the assets of the separate account.
 
    Due to the uncertainty in this area, we reserve the right to modify the
policy in an attempt to maintain favorable tax treatment.
 
    Tax Treatment of the Policy.  The policy has been designed to comply with
the definition of life insurance contained in Section 7702 of the Code. Although
some interim guidance has been provided and proposed regulations have been
issued, final regulations have not been adopted. Section 7702 of the Code
requires the use of reasonable mortality and other expense charges. In
establishing these charges, we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed regulations issued on July 5, 1991. Currently,
there is even less guidance as to a policy issued on a substandard risk basis
and thus it is even less clear whether a policy issued on such basis would meet
the requirements of Section 7702 of the Code.
 
    While we have attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal Revenue
Service will not concur with our interpretations of Section[7702 that were made
in determining such compliance. In the event the policy is determined not to so
comply, it would not qualify for the favorable tax treatment usually accorded
life insurance policies. You should consult your own tax advisers with respect
to the tax consequences of purchasing the policy.
 
    Policy Proceeds.  The tax treatment accorded to loan proceeds and/or
surrender payments from the policies will depend on whether the policy is
considered to be a MEC. (See "Tax Treatment of Loans and Surrenders.")
Otherwise, we believe that the policy should receive the same federal income tax
treatment as any other type of life insurance. As such, the death benefit
thereunder is excludable from the gross income of the beneficiary under Section
101(a) of the Code. Also, you are not deemed to be in constructive receipt of
the Net Cash Value, including increments thereon, under a policy until there is
a distribution of such amounts.
 
    Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of policy proceeds, depend on the circumstances of each
owner or beneficiary.
 
    Tax Treatment of Loans And Surrenders. Section 7702A of the Code sets forth
the rules for determining when a life insurance policy will be deemed to be a
MEC. A MEC is a contract which is entered into or materially changed on or after
June 21, 1988 and fails to meet the 7-pay test. A policy fails to meet the 7-pay
test when the cumulative amount paid under the policy at any time during the
first 7 policy years exceeds the sum of the net level premiums which would have
been paid on or before such time if the policy provided for paid-up future
benefits after the payment of seven (7) level annual premiums. A material change
would include any increase in the future benefits or addition of qualified
additional benefits provided under a policy unless the increase is attributable
to: (1) the payment of premiums necessary to fund
 
                                       27
<PAGE>
the lowest death benefit and qualified additional benefits payable in the first
seven policy years; or (2) the crediting of interest or other earnings
(including policyholder dividends) with respect to such premiums.
 
    Furthermore, any policy received in exchange for a policy classified as a
MEC will be treated as a MEC regardless of whether it meets the 7-pay test.
However, an exchange under Section 1035 of the Code of a life insurance policy
entered into before June 21, 1988 for the policy will not cause the policy to be
treated as a MEC if no additional premiums are paid.
 
    Due to the flexible premium nature of the policy, the determination of
whether it qualifies for treatment as a MEC depends on the individual
circumstances of each policy.
 
    If the policy is classified as a MEC, then surrenders and/or loan proceeds
are taxable to the extent of income in the policy. Such distributions are deemed
to be on a last-in, first-out basis, which means the taxable income is
distributed first. Loan proceeds and/or surrender payments including those
resulting from the lapse of the policy, may also be subject to an additional 10%
federal income tax penalty applied to the income portion of such distribution.
The penalty shall not apply, however, to any distributions: (1) made on or after
the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to
the taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the
Code); or (3) which is part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of such taxpayer and
his beneficiary.
 
    If a policy is not classified as a MEC, then any surrenders shall be treated
first as a recovery of the investment in the policy which would not be received
as taxable income. However, if a distribution is the result of a reduction in
benefits under the policy within the first fifteen years after the policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702, be taxed as ordinary income to the extent of income
in the policy.
 
    Any loans from a policy which is not classified as a MEC, will be treated as
indebtedness of the owner and not a distribution. Upon complete surrender or
lapse of the policy, if the amount received plus loan indebtedness exceeds the
total premiums paid that are not treated as previously surrendered by the policy
owner, the excess generally will be treated as ordinary income.
 
    Personal interest payable on a loan under a policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
 
    Policy owners should seek competent tax advice on the tax consequences of
taking loans, distributions, exchanging or surrendering any policy.
 
    Multiple Policies.  The Code further provides that multiple MEC which are
issued within a calendar year period to the same owner by one company or its
affiliates are treated as one MEC for purposes of determining the taxable
portion of any loans or distributions. Such treatment may result in adverse tax
consequences including more rapid taxation of the loans or distributed amounts
from such combination of contracts. You should consult a tax adviser prior to
purchasing more than one MEC in any calendar year period.
 
    Tax Treatment of Assignments.  An assignment of a policy or the change of
ownership of a policy may be a taxable event. You should therefore consult a
competent tax adviser should you wish to assign or change the owner of your
policy.
 
    Qualified Plans.  The policies may be used in conjunction with certain
Qualified Plans. Because the rules governing such use are complex, you should
not do so until you have consulted a competent Qualified Plans consultant.
 
                                       28
<PAGE>
    Income Tax Withholding.  All distributions or the portion thereof which is
includible in gross income of the policy owner are subject to federal income tax
withholding. However, in most cases you may elect not to have taxes withheld.
You may be required to pay penalties under the estimated tax rules, if
withholding and estimated tax payments are insufficient.
 
REPORTS TO OWNERS
 
    We will, at a minimum, send you an annual report of the portfolios. Within
30 days after each policy anniversary, we will send you an annual statement. We
may elect to send these more often. The statement will show the current amount
of death benefit payable under the policy, the current Policy Account value, the
current Net Cash Value, current Policy Debt and will show all transactions
previously confirmed. The statement will also show premiums paid and all charges
deducted during the policy year.
 
    We will mail you confirmations within seven days of any transaction
regarding: (a) the receipt of premium; (b) any transfer between variable
options; (c) any loan, interest repayment, or loan repayment; (d) any surrender;
(e) exercise of the free look privilege; and (f) payment of the death benefit
under the policy.
 
LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Separate Account or the
Distributor is a party or to which the assets of the Separate Account are
subject. We are not involved in any litigation that is of material importance in
relation to our total assets or that relates to the Separate Account.
 
EXPERTS
 
    The financial statements of Allianz Life Variable Account A and our
consolidated financial statements as of and for the year ended December 31, 1998
included in this prospectus have been audited by KPMG Peat Marwick LLP,
independent auditors, as indicated in their reports included in this prospectus,
and are included herein, in reliance upon such reports and upon the authority of
said firm as experts in accounting and auditing.
 
FINANCIAL STATEMENTS
 
    The consolidated financial statements of the Company included herein should
be considered only as bearing upon the ability of the Company to meet its
obligations under the Policies.
 
                                       29

<PAGE>


                         ALLIANZ LIFE VARIABLE ACCOUNT A
                                       OF
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Financial Statements

                               December 31, 1998

<PAGE>



Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Independent Auditors'Report

The Board of Directors of Allianz Life  Insurance  Company of North  America and
Policyholders of Allianz Life Variable Account A:

We have audited the  accompanying  statements of assets and  liabilities  of the
sub-accounts of Allianz Life Variable Account A as of December 31, 1998, and the
related statements of operations and changes in net assets for each of the years
in the  three-year  period  then  ended.  These  financial  statements  are  the
responsibility of the Variable  Account'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.  Investment securities
held in custody for the benefit of the Variable  Account were confirmed to us by
the Franklin  Valuemark  Funds. 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 assets and liabilities of the sub-accounts of Allianz
Life  Variable  Account  A at  December  31,  1998,  and the  results  of  their
operations  and the  changes  in their net  assets  for each of the years in the
three-year period then ended, in conformity with generally  accepted  accounting
principles.

                                           KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 29, 1999

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements

Statements of Assets and Liabilities
December 31, 1998


                                                 Capital  Global Health  Global Utilities Growth and  High     Income    Money
                                                 Growth  Care Securities Securities       Income     Income  Securities  Market
                                                  Fund       Fund          Fund            Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>          <C>            <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund,
   20,238 shares, cost $291,200                 $325,424          -          -         -          -         -         -
  Global Health Care Securities Fund,
   774 shares, cost $6,591                             -      8,285          -         -          -         -         -
  Global Utilities Securities Fund,
   85,290 shares, cost $1,292,716                      -          -  1,743,335         -          -         -         -
  Growth and Income Fund,
   142,817 shares, cost $2,429,075                     -          -          - 2,907,763          -         -         -
  High Income Fund,
   124,657 shares, cost $1,592,204                     -          -          -         -  1,655,443         -         -
  Income Securities Fund,
   92,113 shares, cost $1,526,016                      -          -          -         -          - 1,558,547         -
  Money Market Fund,
   1,906,414 shares, cost $1,906,414                   -          -          -         -          -         - 1,906,414
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     325,424      8,285  1,743,335 2,907,763  1,655,443 1,558,547 1,906,414
Liabilities:
 Accrued mortality and expense risk charges          505         16      1,268     1,458      1,194     1,226     1,822
 Accrued administrative charges                      126          4        316       364        298       306       456
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    631         20      1,584     1,822      1,492     1,532     2,278
Net assets                                      $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------




<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
<CAPTION>


                                                                                                               Templeton
                                                   Mutual    Mutual    Natural                                Developing
                                                  Discovery  Shares   Resources Real Estate  Rising     Small  Markets
                                                 SecuritiesSecuritiesSecurities Securities  Dividends    Cap    Equity
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>       <C>      <C>        <C>       <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Discovery Securities Fund,
   36,383 shares, cost $433,409                 $410,762          -          -         -          -         -         -
  Mutual Shares Securities Fund,
   86,962 shares, cost $1,021,958                      -  1,040,062          -         -          -         -         -
  Natural Resources Securities Fund,
  15,067 shares, cost $182,925                         -          -    126,410         -          -         -         -
  Real Estate Securities Fund,
   30,309 shares, cost $636,087                        -          -          -   604,058          -         -         -
  Rising Dividends Fund,
   55,775 shares, cost $933,572                        -          -          -         -  1,010,086         -         -
  Small Cap Fund,
   59,126 shares, cost $833,923                        -          -          -         -          -   811,211         -
  Templeton Developing Markets Equity Fund,
   81,734 shares, cost $832,181                        -          -          -         -          -         -   564,782
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     410,762  1,040,062    126,410   604,058  1,010,086   811,211   564,782
Liabilities:
 Accrued mortality and expense risk charges          511      1,141      1,078     1,100      1,186     1,161     1,058
 Accrued administrative charges                      127        285        269       275        297       290       264
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    638      1,426      1,347     1,375      1,483     1,451     1,322
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                                            Templeton
                                                  Templeton Templeton Templeton  TempletonInternationalTempleton U.S.
                                                Global Asset Global Global IncomeInternationalSmaller  PacificGovernment
                                                 Allocation  Growth  Securities   Equity    Companies  Growth Securities
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>       <C>        <C>       <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Asset Allocation Fund,
   18,881 shares, cost $217,784                 $239,226          -          -         -          -         -         -
  Templeton Global Growth Fund,
   120,846 shares, cost $1,659,909                     -  1,784,902          -         -          -         -         -
  Templeton Global Income Securities Fund,
   14,806 shares, cost $189,049                        -          -    190,556         -          -         -         -
  Templeton International Equity Fund,
   117,816 shares, cost $1,768,945                     -          -          - 1,828,501          -         -         -
  Templeton International Smaller Companies Fund,
   1,986 shares, cost $23,637                          -          -          -         -     18,267         -         -
  Templeton Pacific Growth Fund,
   36,695 shares, cost $418,438                        -          -          -         -          -   275,579         -
  U.S. Government Securities Fund,
   65,484 shares, cost $805,338                        -          -          -         -          -         -   909,579
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     239,226  1,784,902    190,556 1,828,501     18,267   275,579   909,579
Liabilities:
 Accrued mortality and expense risk charges          503      1,225        978     1,309        131     1,006     1,074
 Accrued administrative charges                      125        306        243       327         33       251       269
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    628      1,531      1,221     1,636        164     1,257     1,343
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236
Policy owners' equity (note 4)                  $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                        Value      Zero       Zero      Zero      Total
                                                                     Securities   Coupon     Coupon    Coupon      All
                                                                        Fund    Fund - 2000Fund - 2005Fund - 2010 Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Value Securities Fund, 398 shares, cost $3,393                        $3,104         -          -         -
  Zero Coupon Fund - 2000, 23,849 shares, cost $274,490                      -   353,200          -         -
  Zero Coupon Fund - 2005 22,076 shares, cost $264,413                       -         -    391,631         -
  Zero Coupon Fund - 2010 23,983 shares, cost $358,785                       -         -          -   456,868
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                             3,104   353,200    391,631   456,868 21,123,995
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges                                  6       515        531       545     22,547
 Accrued administrative charges                                              -       129        132       136      5,628
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                            6       644        663       681     28,175
Net assets                                                              $3,098   352,556    390,968   456,187 21,095,820
Policy owners' equity (note 4)                                          $3,098   352,556    390,968   456,187 21,095,820

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Operations
For the years ended December 31, 1998, 1997, and 1996


                                                   Adjustable U.S.                                 Global Health Care
                                                   Government Fund        Capital Growth Fund        Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                                 1998   1997    1996      1998   1997    1996      1998   1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>     <C>     <C>       <C>    <C>     <C>       <C>    <C>     <C>
Investment income:
 Dividends reinvested in fund shares                $-     -   18,030       833       7      -         -       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                  -     -      740     1,287      96      2        54       -     -
 Administrative charges                              -     -      185       322      24      -        13       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                       -     -      925     1,609     120      2        67       -     -
Investment income (loss), net                        -     -   17,105      (776)   (113)    (2)      (67)      -     -
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions 
   on mutual funds                                   -     -        -         -       -      -         -       -     -
  Realized gains (losses) on sales of 
   investments, net                                  -     -  (10,027)      989     (11)     -         2       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net          -     -  (10,027)      989     (11)     -         2       -     -
  Net change in unrealized appreciation
   (depreciation) on investments                     -     -     (200)   34,912    (548)  (140)    1,694       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net     -     -  (10,227)   35,901    (559)  (140)    1,696       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                    $-     -    6,878    35,125    (672)  (142)    1,629       -     -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996

                                     Global Utilities Securities Fund  Growth and Income Fund       High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 63,845  66,211  75,714    86,614   61,679  28,758   160,598 153,512  167,136
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges         10,459   9,862  11,220    16,628   14,386   9,969    10,568  12,094   12,310
 Administrative charges                      2,615   2,466   2,805     4,157    3,597   2,492     2,642   3,023    3,077
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              13,074  12,328  14,025    20,785   17,983  12,461    13,210  15,117   15,387
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net               50,771  53,883  61,689    65,829   43,696  16,297   147,388 138,395  151,749
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
 Realized capital gain distributions
  on mutual funds                           93,096  91,611       -   203,765   59,819 101,857     9,531   5,036    8,872
 Realized gains (losses) on sales of
  investments, net                          56,812  59,135 118,555    27,735   75,044  25,750    29,193  43,795   33,892
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       149,908 150,746 118,555   231,500  134,863 127,607    38,724  48,831   42,764
 Net change in unrealized appreciation
  (depreciation) on investments            (40,828)116,553 (93,370) (118,668) 283,057  37,916  (177,480)  4,999   26,432
- ---------------------------------------------------------------------------------------------------------------------------
  Total realized gains (losses) and unrealized
   appreciation (depreciation)
   on investments, net                     109,080 267,299  25,185   112,832  417,920 165,523  (138,756) 53,830   69,196
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                   $159,851 321,182  86,874   178,661  461,616 181,820     8,632 192,225  220,945
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                         Investment Grade
                                            Income Securities Fund    Intermediate Bond Fund        Money Market Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $111,419  71,443  33,370         -        -   3,706    62,012 35,286  32,922
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          8,671   7,189   4,656         -        -     366     7,539  4,368   4,291
 Administrative charges                      2,168   1,797   1,164         -        -      91     1,885  1,092   1,073
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              10,839   8,986   5,820         -        -     457     9,424  5,460   5,364
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net              100,580  62,457  27,550         -        -   3,249    52,588 29,826  27,558
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
 on mutual funds                            26,313  15,347   5,550         -        -       -         -      -       -
  Realized gains (losses) on sales
 of investments, net                         3,544   7,042   2,373         -        -   1,981         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        29,857  22,389   7,923         -        -   1,981         -      -       -
 Net change in unrealized appreciation
(depreciation) on investments             (115,794) 68,874  37,183         -        -  (3,575)        -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses)
 and unrealized appreciation
 (depreciation) on investments, net        (85,937) 91,263  45,106         -        -  (1,594)        -      -       -
Net increase (decrease) in net
 assets from operations                   $ 14,643 153,720  72,656         -        -   1,655    52,588 29,826  27,558
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Mutual Discovery            Mutual Shares           Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares        $5,534      40       -    11,623       72       -     2,271  1,844   2,102
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,229   1,140      22     6,003    2,067      31       461    416   1,012
 Administrative charges                        557     285       5     1,501      517       8       115    104     253
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,786   1,425      27     7,504    2,584      39       576    520   1,265
Investment income (loss), net                2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695  1,324     837
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                           5,149       -       -    10,153        -       -         -      -   1,927
  Realized gains (losses) on sales
   of investments, net                       5,744     166       -    10,137    2,034       2    (8,058)(1,936) 14,498
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on 
   investments, net                         10,893     166         -   20,290   2,034         2 (8,058) (1,936) 16,425
 Net change in unrealized appreciation
  (depreciation) on investments            (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420)(25,118)(8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (38,968) 26,885     495   (14,929)  53,723   1,636   (43,478)(27,054) 7,431
Net increase (decrease) in net
 assets from operations                   ($36,220) 25,500     468   (10,810)  51,211   1,597   (41,783)(25,730) 8,268
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                          Real Estate Securities Fund   Rising Dividends Fund         Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996       1998    1997    1996       1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>        <C>     <C>     <C>        <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 26,119  12,965   7,943     9,265    5,990   3,981       386    384       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          3,282   3,466   1,883     5,177    3,657   1,632     3,458  1,277     105
 Administrative charges                        821     867     471     1,294      914     408       865    319      26
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               4,103   4,333   2,354     6,471    4,571   2,040     4,323  1,596     131
Investment income (loss), net               22,016   8,632   5,589     2,794    1,419   1,941    (3,937)(1,212)   (131)
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          16,168   6,191       -   113,543   10,229       -    49,628  4,546       -
  Realized gains (losses) on sales
   of investments, net                      15,172  17,125   1,980     6,199   18,073   2,703    (1,660) 2,723     472
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        31,340  23,316   1,980   119,742   28,302   2,703    47,968  7,269     472
 Net change in unrealized appreciation
  (depreciation) on investments           (179,557) 57,737  58,343   (77,635)  93,007  44,265   (48,794)22,458   3,624
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                      (148,217) 81,053  60,323    42,107  121,309  46,968      (826)29,727   4,096
Net increase (decrease) in net
 assets from operations                  ($126,201) 89,685  65,912    44,901  122,728  48,909    (4,763) 28,515  3,965
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                             Templeton Developing        Templeton Global           Templeton Global
                                              Markets Equity Fund      Asset Allocation Fund           Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $19,038  10,159    2,914    10,932    7,863     228    39,344  15,984   8,202
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,862   3,802    2,551     1,629    2,512   2,065     9,684   7,051   3,948
 Administrative charges                        715     950      638       407      628     516     2,421   1,763     987
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               3,577   4,752    3,189     2,036    3,140   2,581    12,105   8,814   4,935
Investment income (loss), net               15,461   5,407     (275)    8,896    4,723  (2,353)   27,239   7,170   3,267
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          61,907  16,114    5,391    13,002    2,268     456   143,312   5,328   8,202
  Realized gains (losses) on sales
   of investments, net                     (23,346)  1,960    2,603    11,507   23,197  12,194    13,548  15,707   2,914
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        38,561  18,074    7,994    24,509   25,465  12,650   156,860  21,035  11,116
Net change in unrealized appreciation
 (depreciation) on investments            (198,108)(127,265) 56,503   (31,637)  11,716  41,378   (70,051) 80,562  91,158
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
 appreciation (depreciation) on 
   investments, net                       (159,547)(109,191) 64,497    (7,128)  37,181  54,028    86,809 101,597 102,274
Net increase (decrease) in net
 assets from operations                  ($144,086)(103,784) 64,222     1,768   41,904  51,675   114,048 108,767 105,541
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Templeton Global       Templeton International    Templeton International
                                            Income Securities Fund          Equity Fund          Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $12,826  10,037   7,568    55,115   33,230  19,177       488     17       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,127     903     745    10,176    8,366   6,014        99     29       3
 Administrative charges                        282     226     186     2,544    2,092   1,504        25      7       1
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,409   1,129     931    12,720   10,458   7,518       124     36       4
 Investment income (loss), net              11,417   8,908   6,637    42,395   22,772  11,659       364    (19)     (4)
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                               -       -       -   110,714   50,952  23,468       565      -       -
  Realized gains (losses) on sales
   of investments, net                        (315)    668     432     9,119   13,328   4,043      (121)    (2)    119
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                          (315)    668     432   119,833   64,280  27,511       444     (2)    119
Net change in unrealized appreciation
 (depreciation) on investments                (521) (6,915)  2,837   (97,026)  25,384 114,314    (4,295)(1,075)      -
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
  appreciation (depreciation) on investments, net     (836) (6,247)    3,269   22,807  89,664   141,825 (3,851) (1,077)
119
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $10,581   2,661   9,906    65,202  112,436 153,484    (3,487)(1,096)    115
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                       Templeton Pacific Growth Fund U.S. Government Securities Fund Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996         1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>          <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $10,966   8,455  10,710    64,457   52,576  45,170         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,388     214   2,726     5,484    5,796   4,926         -      -       -
 Administrative charges                        347      53     682     1,371    1,449   1,231         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,735     267   3,408     6,855    7,245   6,157         -      -       -
 Investment income (loss), net               9,231   8,188   7,302    57,602   45,331  39,013         -      -       -
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           3,337       -   6,208         -        -       -         -      -      -
  Realized gains (losses) on sales
   of investments, net                     (38,525)    907   6,092    17,179   27,003  18,468        (3)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       (35,188)    907  12,300    17,179   27,003  18,468        (3)     -       -
Net change in unrealized appreciation
 (depreciation) on investments              (7,500)(164,185)12,362   (18,101)     136 (37,068)     (289)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (42,688)(163,278)24,662      (922)  27,139 (18,600)     (292)     -       -
Net increase (decrease) in net
 assets from operations                   ($33,457) (155,090)31,964   56,680   72,470  20,413      (292)     -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                            Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $27,976  24,296  19,213    22,733   25,018  19,668    25,369 22,065   8,167
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,236   2,223   2,212     2,431    2,373   2,270     2,862  2,535   1,411
 Administrative charges                        559     556     553       608      593     568       716    634     353
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,795   2,779   2,765     3,039    2,966   2,838     3,578  3,169   1,764
 Investment income (loss), net              25,181  21,517  16,448    19,694   22,052  16,830    21,791 18,896   6,403
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           4,476     550     190     5,259       87       -     3,510    176   2,213
  Realized gains (losses) on sales
   of investments, net                       4,953   5,922   2,734     2,463   11,706   4,146     2,415  1,074   6,865
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                         9,429   6,472   2,924     7,722   11,793   4,146     5,925  1,250   9,078
Net change in unrealized appreciation
 (depreciation) on investments             (11,643) (6,554)(13,736)   13,788    1,480 (21,955)   27,536 35,571   4,806
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                        (2,214)    (82)(10,812)   21,510   13,273 (17,809)   33,461 36,821  13,884
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $22,967  21,435   5,636    41,204   35,325    (979)   55,252 55,717  20,287
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                                                  Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             1998      1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>       <C>       <C>
Investment income:
 Dividends reinvested in fund shares                                                      $ 829,763   619,133    514,679
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                                                         115,794    95,822     77,110
 Administrative charges                                                                      28,950    23,956     19,277
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                              144,744   119,778     96,387
 Investment income (loss), net                                                              685,019   499,355    418,292
Realized   gains  (losses)  and  unrealized   appreciation   (depreciation)   on
investments:
 Realized capital gain distributions on mutual funds                                        873,428   268,254    164,334
  Realized gains (losses) on sales of investments, net                                      144,683   324,660    252,789
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net                                               1,018,111   592,914    417,123
 Net change in unrealized appreciation (depreciation) on investments                     (1,240,497)  548,282    354,212
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized appreciation
 (depreciation) on investments, net                                                        (222,386)1,141,196    771,335
Net increase (decrease) in net assets from operations                                     $ 462,633 1,640,551  1,189,627
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets 
For the years ended December 31, 1998, 1997 and 1996
                                                                                                     Global Health
                                       Adjustable U.S. Government Fund   Capital Growth Fund       Care Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996     1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>      <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $-       -  17,105      (776)    (113)     (2)      (67)     -       -
  Realized gains (losses) on investments, net    -       -   (10,027)     989     (11)        -      2       -       -
  Net change in unrealized appreciation
   (depreciation) on investments                 -       -    (200)   34,912     (548)   (140)    1,694      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                 -       -   6,878    35,125     (672)   (142)    1,629      -       -
 Policy transactions (note 4):
  Purchase payments                              -       -   6,969         -        -       -         -      -       -
  Transfers between funds                        -       - (34,766)  194,912   94,715   4,560     6,656      -       -
  Surrenders and terminations                    -       -  (1,178)        -        -       -         -      -       -
  Rescissions                                    -       -       -         -        -       -         -      -       -
  Policy loan transactions                       -       -      74         -        -       -         -      -       -
  Other transactions (note 2)                    -       -  (2,842)   (3,276)    (429)      -       (20)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions              -       - (31,743)  191,636   94,286   4,560     6,636      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                -       - (24,865)  226,761   93,614   4,418     8,265      -       -
Net assets at beginning of year                  -       -  24,865    98,032    4,418       -         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                       $-       -       -   324,793   98,032   4,418     8,265      -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                            Global Utilities Securities Fund    Growth and Income Fund           High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 50,771   53,883    61,689     65,829    43,696     16,297   147,388   138,395    151,749
  Realized gains (losses) on
   investments, net             149,908   150,746   118,555    231,500   134,863    127,607    38,724    48,831     42,764
  Net change in unrealized
   appreciation (depreciation)
   on investments               (40,828)  116,553  ( 93,370)  (118,668)  283,057     37,916  (177,480)    4,999     26,432
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     159,851   321,182    86,874    178,661   461,616    181,820     8,632   192,225    220,945
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments             104,584   116,828   127,511    427,399   387,084    347,781    55,984    50,642     57,851
  Transfers between funds       (38,007)  (67,788) (163,650)   282,965   194,269    289,040   (12,125) (140,178)   344,787
  Surrenders and terminations   (46,228)  (8,311)   (80,389)   (66,385) (271,440)   (28,415)  (21,000)  (67,891)    (3,551)
  Rescissions                         -         -         -          -         -          -         -         -          -
  Policy loan transactions       32,511   (60,609)  (97,734)   (31,446)    3,110      8,174  (168,452)  (33,557)     8,073
  Other transactions (note 2)   (65,057) (60,143)   (65,596)  (202,446) (163,700)  (145,312)  (43,702)  (41,580)   (35,494)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting from
 policy transactions            (12,197)  (80,023) (279,858)   410,087   149,323    471,268  (189,295) (232,564)   371,666
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease)
  in net assets                 147,654   241,159  (192,984)   588,748   610,939    653,088  (180,663)  (40,339)   592,611
Net assets at beginning
 of year                      1,594,097 1,352,938 1,545,922  2,317,193 1,706,254  1,053,166 1,834,614 1,874,953  1,282,342
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,741,751 1,594,097 1,352,938  2,905,941 2,317,193  1,706,254 1,653,951 1,834,614  1,874,953
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                   Investment Grade
                                 Income Securities Fund         Intermediate Bond Fund           Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- --------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net$ 100,580    62,457     27,550         -         -    3,249     52,588    29,826         27,558
  Realized gains (losses)
   on investments, net            29,857    22,389     7,923          -         -    1,981          -         -              -
  Net change in unrealized
   appreciation (depreciation)
   on investments               (115,794)   68,874    37,183          -         -   (3,575)         -         -              -
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                  14,643   153,720    72,656          -         -    1,655     52,588      29,826       27,558
- --------------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              219,675   255,347   275,281          -         -   11,940   3,668,991   1,996,782   2,288,562
  Transfers between funds        295,129    46,671   120,002          -         -  (72,421) (2,423,871) (2,136,510) (2,221,762)
  Surrenders and terminations    (50,336)  (11,918)  (20,210)         -         -     (751)    (25,503)    (52,158)    (27,431)
  Rescissions                         -         -        -            -         -        -     (29,369)          -           -
  Policy loan transactions      (12,262)  (25,240)  (4,239)           -         -        -      (9,864)    (25,633)     (5,692)
  Other transactions (note 2)  (101,921)  (96,044) (98,005)           -         -   (5,413)    (39,778)    168,886     (13,338)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions       350,285   168,816  272,829            -         -  (66,645)   1,140,606    (48,633)      20,339
- --------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    364,928   322,536  345,485            -         -  (64,990)   1,193,194    (18,807)      47,897
Net assets at
  beginning of year           1,192,087   869,551  524,066            -         -   64,990      710,942    729,749      681,852
- --------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,557,015 1,192,087  869,551            -         -        -    1,904,136    710,942      729,749
- --------------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                               Mutual Discovery            Mutual Shares            Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net            $ 2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695   1,324      837
  Realized gains (losses) on 
    investments, net                        10,893     166         -   20,290   2,034         2 (8,058)  (1,936)  16,425
  Net change in unrealized appreciation
   (depreciation) on investments           (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420) (25,118) (8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    (36,220) 25,500     468   (10,810)  51,211   1,597   (41,783) (25,730)  8,268
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
 Purchase payments                               -       -       -    74,363   16,585       -    13,268  15,837   18,730
 Transfers between funds                   155,186 281,309  50,000   214,033  776,453  84,053    59,479  (5,829) (46,431)
 Surrenders and terminations                     -       -       -    (3,707)       -       -    (5,593)    (52)  (7,791)
 Rescissions                                     -       -       -         -        -       -         -       -        -
 Policy loan transactions                  (56,263)      -       -  (111,671)  (1,956)      -       789     172     (524)
 Other transactions (note 2)                (7,963) (1,893)      -   (41,817)  (9,654)    (44)   (6,590) (6,922)  (9,019)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions         90,960 279,416  50,000   131,201  781,428  84,009    61,353   3,206  (45,035)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets           54,740 304,916  50,468   120,391  832,639  85,606    19,570 (22,524) (36,767)
Net assets at beginning of year            355,384  50,468       -   918,245   85,606       -   105,493 128,017  164,784
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $410,124 355,384  50,468 1,038,636  918,245  85,606   125,063 105,493  128,017
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
                                     
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                 Real Estate Securities Fund       Rising Dividends Fund            Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 22,016    8,632      5,589      2,794     1,419       1,941    (3,937)    (1,212)    (131)
  Realized gains (losses) on
   investments, net               31,340   23,316      1,980    119,742    28,302       2,703    47,968      7,269      472
  Net change in
   unrealized appreciation
   (depreciation) on
   investments                  (179,557)  57,737     58,343    (77,635)   93,007      44,265   (48,794)    22,458    3,624
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     (126,201)  89,685     65,912     44,901   122,728      48,909    (4,763)    28,515    3,965
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              115,546   92,480     67,454    161,902   108,408     74,745    113,167     44,998      683
  Transfers between funds         37,909  176,166     86,682    244,722   193,808     86,767    400,975    248,658   51,952
  Surrenders and terminations             (10,028)    (2,795)    (1,098)  (14,872)   (17,668)    (7,693)    (9,697)    (965)
75
  Rescissions                          -        -          -          -         -          -          -          -        -
  Policy loan transactions        (4,950) (15,416)    (1,340)    (4,345)   (5,874)    (1,876)      (575)         -        -
  Other transactions (note 2)             (55,881)   (43,348)   (27,619)  (78,620)   (51,398)   (33,070)   (47,188) (19,801)
(239)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 policy transactions              82,596  207,087    124,079    308,787   227,276    118,873    456,682    272,890   52,471
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (43,605) 296,772    189,991    353,688   350,004    167,782    451,919    301,405   56,436
Net assets at beginning
  of year                        646,288  349,516    159,525    654,915   304,911    137,129    357,841     56,436        -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $602,683  646,288    349,516  1,008,603   654,915    304,911    809,760    357,841   56,436
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Developing Markets         Templeton Global              Templeton Global
                                         Equity Fund               Asset Allocation Fund              Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 15,461      5,407       (275)    8,896     4,723     (2,353)  27,239     7,170     3,267
  Realized gains (losses) on
   investments, net               38,561     18,074      7,994    24,509    25,465     12,650  156,860    21,035    11,116
  Net change in unrealized
   appreciation (depreciation)
   on investments               (198,108)  (127,265)    56,503   (31,637)   11,716     41,378  (70,051)   80,562    91,158
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                (144,086)  (103,784)    64,222     1,768    41,904     51,675  114,048   108,767   105,541
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              159,440    191,340    215,896     1,438       430        439  318,275   317,636   335,873
  Transfers between funds          5,954      2,200    267,310     5,929  (108,898)   333,332  262,188   272,672   119,840
  Surrenders and terminations    (19,910)   (24,839)   (10,080)        -      (108)         -  (42,480)  (35,910)  (12,771)
  Rescissions                          -          -          -         -         -          -        -         -         -
  Policy loan transactions       (16,461)   (20,884)    (2,638)  (77,494)        -          -  (11,353)  (19,640)   (8,767)
  Other transactions (note 2)    (56,866)   (77,790)   (73,383)   (4,852)   (5,240)    (1,945)(144,669) (131,055) (113,183)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions         72,157    70,027     397,105   (74,979) (113,816)   331,826  381,961   403,703   320,992
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (71,929)  (33,757)    461,327   (73,211)  (71,912)   383,501  496,009   512,470   426,533
Net assets at beginning
  of year                        635,389   669,146     207,819   311,809   383,721       220 1,287,362   774,892   348,359
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $563,460   635,389     669,146   238,598   311,809   383,721 1,783,371 1,287,362   774,892
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                      Templeton Global            Templeton International       Templeton International
                                   Income Securities Fund               Equity Fund             Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 11,417    8,908    6,637      42,395      22,772    11,659      364     (19)        (4)
  Realized gains (losses)
   on investments, net             (315)      668      432     119,833      64,280    27,511      444      (2)       119
  Net change in unrealized
   appreciation (depreciation)
 on investments                    (521)   (6,915)   2,837     (97,026)     25,384   114,314   (4,295) (1,075)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                      10,581     2,661    9,906      65,202     112,436   153,484   (3,487) (1,096)       115
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              43,650    42,795   39,862     343,054     359,829   371,300        -        -          -
  Transfers between funds         8,645    (1,929)   9,506     214,070     170,913   100,214    9,480   13,608       (115)
  Surrenders and terminations    (2,203)   (1,422)  (2,101)    (77,537)    (30,410)  (30,572)       -        -          -
  Rescissions                         -         -        -           -           -         -        -        -          -
  Policy loan transactions       (4,262)   (2,728)    (425)    (14,359)    (37,789)  (10,040)       -        -          -
  Other transactions (note 2)   (18,506)  (17,463) (16,260)   (150,458)   (138,095) (129,653)    (360)     (42)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting
 from policy transactions        27,324    19,253    30,582     314,770    324,448    301,249    9,120   13,566      (115)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets37,905    21,914    40,488     379,972    436,884    454,733    5,633   12,470         -
Net assets at beginning of year 151,430   129,516    89,028   1,446,893  1,010,009    555,276   12,470        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $189,335   151,430   129,516   1,826,865  1,446,893  1,010,009   18,103   12,470         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Pacific Growth Fund U.S. Government Securities Fund    Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 9,231     8,188      7,302    57,602    45,331     39,013         -        -         -
  Realized gains (losses)
 on investments, net            (35,188)      907     12,300    17,179    27,003     18,468        (3)       -         -
Net change in unrealized
 appreciation (depreciation)
 on investments                  (7,500) (164,185)    12,362   (18,101)      136    (37,068)     (289)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                     (33,457) (155,090)    31,964    56,680    72,470     20,413      (292)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Policy transactions (note 4):
 Purchase payments               91,236   134,478    181,194    36,225    40,913     26,467         -        -         -
 Transfers between funds        (25,732)  (41,449)    14,234     2,433  (108,226)   261,674     3,405        -         -
 Surrenders and terminations    (15,757)  (10,217)   (20,255)  (28,787)  (20,318)    (7,837)        -        -         -
 Rescissions                          -         -          -         -         -         -          -        -         -
 Policy loan transactions        (2,091)  (13,651)    (2,894)   (7,674)   (7,823)     (424)         -        -         -
 Other transactions (note 2)    (29,702)  (52,839)   (73,664)  (28,339)  (27,460)  (19,100)       (15)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions        17,954    16,322     98,615   (26,142) (122,914)  260,780      3,390        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    (15,503) (138,768)   130,579    30,538   (50,444)  281,193      3,098        -         -
Net assets at beginning
  of year                       289,825   428,593    298,014   877,698   928,142   646,949          -        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $274,322   289,825    428,593   908,236   877,698   928,142      3,098        -         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                           Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net           $ 25,181  21,517     16,448    19,694   22,052   16,830   21,791  18,896    6,403
  Realized gains (losses) on
    investments, net                         9,429   6,472      2,924     7,722   11,793    4,146    5,925   1,250    9,078
  Net change in unrealized appreciation
   (depreciation) on investments           (11,643) (6,554)   (13,736)   13,788    1,480  (21,955)  27,536  35,571    4,806
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                     22,967  21,435      5,636    41,204   35,325     (979)  55,252  55,717   20,287
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                              -       -          -         -        -        -        -      -        -
  Transfers between funds                        - (17,434)         -         -  (61,213)  57,145        -   3,652  223,644
  Surrenders and terminations               (9,045)      -          -         -        -   (3,894)       -       -        -
  Rescissions                                    -       -          -         -        -        -        -       -        -
  Policy loan transactions                  (7,106)    (73)       (64)        -        -        -   (1,739)   (183)    (176)
  Other transactions (note 2)               (4,490) (4,421)    (4,271)   (4,873)  (4,798)  (4,109)  (6,849) (5,717)  (3,437)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions        (20,641)(21,928)    (4,335)   (4,873) (66,011)  49,142   (8,588) (2,248)  220,031
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets            2,326    (493)     1,301    36,331  (30,686)  48,163   46,664  53,469   240,318
Net assets at beginning of year            350,230 350,723    349,422   354,637  385,323  337,160  409,523 356,054   115,736
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $352,556 350,230    350,723   390,968  354,637  385,323  456,187 409,523   356,054
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                                                Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                          1998        1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                                                         $ 685,019    499,355     418,292
  Realized gains (losses) on investments, net                                           1,018,111    592,914     417,123
  Net change in unrealized appreciation (depreciation) on investments                  (1,240,497)   548,282     354,212
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations                                     462,633  1,640,551   1,189,627
 Policy transactions (note 4):
Purchase payments                                                                       5,948,197  4,172,412   4,448,538
Transfers between funds                                                                   (95,665)  (214,360)    (34,403)
Surrenders and terminations                                                              (449,068)  (556,422)   (265,942)
Rescissions                                                                               (29,369)         -           -
Policy loan transactions                                                                 (509,067)  (267,774)   (120,512)
Other transactions (note 2)                                                            (1,144,238)  (790,946)   (874,996)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from policy transactions                3,720,790  2,342,910   3,152,685
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                                                       4,183,423  3,983,461   4,342,312
Net assets at beginning of year                                                        16,912,397 12,928,936   8,586,624
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                             $21,095,820 16,912,397  12,928,936
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Notes to Financial Statements
December 31, 1998


1. ORGANIZATION

Allianz Life Variable  Account A (Variable  Account) is a segregated  investment
account of  Allianz  Life  Insurance  Company of North  America  (Allianz  Life)
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust  pursuant  to the  provisions  of the  Investment  Company Act of 1940 (as
amended).  The Variable  Account was  established  on May 31, 1985 and commenced
operations  September 8, 1987.  Accordingly,  it is an accounting entity wherein
all segregated account transactions are reflected.

The Variable  Account's assets are the property of Allianz Life and are held for
the benefit of the owners and other persons  entitled to payments under variable
life policies  issued through the Variable  Account and  underwritten by Allianz
Life.  The  assets of the  Variable  Account,  equal to the  reserves  and other
liabilities of the Variable  Account,  are not chargeable with  liabilities that
arise from any other business which Allianz Life may conduct.

The Variable  Account's  sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark  Funds  (FVF),  managed by Franklin
Advisers, Inc. and its Templeton and Franklin affiliates, in accordance with the
selection  made by the policy  owner.  Not all funds are available as investment
options for the products which comprise the Variable Account.

Certain officers and trustees of the FVF are also officers and/or directors of 
Franklin Advisers, Inc. and/or Allianz Life.


2. SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Investments
Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include realized gain distributions  received from the
respective  funds and  gains on the sale of fund  shares  as  determined  by the
average  cost  method.   Realized  gain  distributions  are  reinvested  in  the
respective funds. Dividend distributions received from the FVF are reinvested in
additional  shares of the FVF and are recorded as income to the Variable Account
on the ex-dividend date.

A Fixed Account investment option is available to variable universal life policy
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3 %.

The Global Health Care Securities  Fund and Value  Securities Fund were added as
available  investment  options  on May 1,  1998.  The  Capital  Growth  Fund and
Templeton   International   Smaller  Companies  Fund  were  added  as  available
investment  options on May 1, 1996.  The Mutual  Discovery  Securities  Fund and
Mutual  Shares  Securities  Fund were added as available  investment  options on
November 8, 1996. The  Investment  Grade  Intermediate  Bond Fund and Adjustable
U.S.  Government  Fund were  closed on October  25, 1996 when shares of the U.S.
Government Securities Fund were substituted for all shares of both funds.

On May 1, 1998,  the Utility  Equity  Fund name was changed to Global  Utilities
Securities Fund. The Precious Metals Fund name was changed to Natural  Resources
Securities  Fund on May 1, 1997. On May 1, 1996, the Global Income Fund name was
changed to Templeton Global Income Securities Fund.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONT.)


Expenses

Asset Based Expenses
A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual  basis,  to .60% of the daily net assets of the
Variable Account.

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to .15% of the daily  net  assets of the  Variable
Account.


Contract Based Expenses
A cost of insurance charge is deducted against each policy by liquidating units.
The amount of the charge is based  upon age,  sex,  rate class and net amount at
risk (death  benefit less total cash surrender  value).  Total cost of insurance
charges paid by the policy  owners for the years ended  December 31, 1998,  1997
and 1996 were $939,693, $832,417 and $715,700, respectively.

A deferred  issue  charge is deducted  annually,  at the end of the policy year,
from each single premium  variable life policy for the first ten policy years by
liquidating  units.  The  amount  of  the  charge  is 7% of the  single  premium
consisting  of 2.5% for premium  taxes,  4% for sales  charge and .5% for policy
issue charge (in the State of California,  2.35%, 4.15% and .5%,  respectively).
If  the  policy  is  surrendered  before  the  full  amount  is  collected,  the
uncollected  portion of this charge is deducted  from the account  value.  Total
deferred  issue charges paid by the policy  owners for the years ended  December
31, 1998, 1997 and 1996 were $40,600, $37,629, and $28,152, respectively.

A policy charge is deducted on each monthly  anniversary date from each variable
universal life policy by liquidating units. The amount of the charge is equal to
2.5% of each premium  payment for premium taxes plus $20 per month for the first
policy year and $9 per month guaranteed thereafter.  Currently, Allianz Life has
agreed to  voluntarily  limit the charge to $5 per month after the first  policy
year.  Total  policy  charges  paid by the  policy  owners  for the years  ended
December  31,  1998,  1997 and  1996  were  $213,159,  $211,485,  and  $204,321,
respectively.

Twelve free transfers are permitted each contract year.  Thereafter,  the fee is
the lesser of $25 or 2% of the amount transferred. No transfer charges were paid
by the policy  owners during the years ended  December 31, 1998,  1997 and 1996,
respectively. Net transfers to the Fixed Account during the years ended December
31, 1998, 1997 and 1996 were $95,665, $214,360, and $34,403, respectively.

The cost of  insurance,  deferred  issue,  policy and transfer  charges paid are
reflected in the Statements of Changes in Net Assets as Other transactions.


3. FEDERAL INCOME TAXES

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Allianz Life, which is taxed as a life insurance company under the
Internal Revenue Code.

Allianz Life does not expect to incur any federal  income taxes in the operation
of the Variable  Account.  If, in the future,  Allianz Life  determines that the
Variable  Account may incur federal  income  taxes,  it may then assess a charge
against the Variable Account for such taxes.




<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY

Transactions  in units for each fund for the years ended December 31, 1998, 1997
and 1996, were as follows:

                                                   Global     Global                               Investment             Mutual
                          Adjustable U.S Capital Health Care Utilities Growth and   High   Income    Grade        Money  Discovery
                            Government   Growth  Securities  Securities  Income    Income Securities Intermediate Market Securities
                               Fund       Fund      Fund       Fund       Fund       Fund    Fund    Bond Fund     Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>        <C>        <C>        <C>        <C>     <C>       <C>        <C>       <C>
Units outstanding at
 December 31, 1995            2,013       -           -       66,198     38,021     65,333  26,614     4,259     45,768        -
Policy transactions:
 Purchase payments              553       -           -        5,397     12,119      2,801  13,495       778    147,764        -
 Transfers between funds     (2,257)     391          -       (6,933)     9,962     17,863   5,904    (4,635)  (143,612)    4,953
 Surrenders and terminations    (94)      -           -       (3,354)    (1,005)      (177) (1,004)      (49)    (1,836)       -
 Policy loan transactions         6       -           -       (4,007)       311        405    (212)       -        (376)       -
 Other transactions            (221)      -           -       (2,782)    (5,057)    (1,722) (4,812)     (353)      (778)       -
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions         (2,013)     391          -      (11,679)    16,330     19,170  13,371    (4,259)     1,162     4,953

Units outstanding at
 December 31, 1996               -       391          -       54,519     54,351     84,503  39,985        -      46,930     4,953

Policy transactions:
 Purchase payments               -        -           -        4,451     10,974      2,141  11,090        -     125,344        -
 Transfers between funds         -     7,029          -       (2,894)     5,516     (5,679)  1,881        -    (120,861)   24,650
 Surrenders and terminations     -        -           -         (304)    (7,932)    (3,022)   (513)       -      (3,267)       -
 Policy loan transactions        -        -           -       (2,428)       (68)    (1,471) (1,113)       -      (1,621)       -
 Other transactions              -      (34)          -       (2,288)    (4,624)    (1,789) (4,161)       -      (2,758)     (164)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -    6,995           -       (3,463)     3,866     (9,820)  7,184        -      (3,163)   24,486
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997               -    7,386           -       51,056     58,217     74,683  47,169        -      43,767    29,439
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments               -       -            -        3,254     10,356      2,263   8,710        -     216,819        -
 Transfers between funds         -   13,340          778      (1,327)     6,612       (511) 11,713        -    (142,026)   11,424
 Surrenders and terminations     -       -            -       (1,451)    (1,628)      (852) (1,996)       -      (1,535)       -
 Rescissions                     -       -            -           -          -          -       -         -      (1,784)       -
 Policy loan transactions        -       -            -        1,042       (754)    (6,603)   (481)       -        (599)   (4,187)
 Other transactions              -     (230)         (2)      (2,025)    (4,902)    (1,762) (4,044)       -      (2,394)     (647)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -   13,110          776        (507)     9,684     (7,465) 13,902        -      68,481     6,590
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998               -   20,496          776      50,549     67,901     67,218  61,071        -     112,248    36,029
- ---------------------------------------------------------------------------------------------------------------------------


<PAGE>


4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)
                                                                                                         Templeton
                        Mutual    Natural                               Templeton    Templeton  Templeton  Global    Templeton
                        Shares   Resources Real Estate  Rising   Small  Developing  Global Asset Global    Income   International
                     Securities Securities Securities  Dividends Cap  Markets Equity Allocation  Growth   Securities  Equity
                         Fund      Fund      Fund       Fund     Fund     Fund        Fund        Fund      Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>        <C>      <C>      <C>         <C>         <C>       <C>        <C>
Units outstanding at
 December 31, 1995          -     10,831     7,628     10,700       -    22,210          21      31,471     5,801     40,830
Policy transactions:
 Purchase payments          -      1,115     2,975      5,400       54   20,769          39      28,048     2,551     24,859
 Transfers between
  funds                  8,284    (2,791)    3,397      6,298    4,297   24,526      30,441       9,880       609      6,586
 Surrenders and
  terminations              -       (438)      (51)      (581)       6     (952)         -       (1,089)     (138)    (2,070)
 Policy loan transactions   -        (29)      (62)      (134)      -      (251)         -         (718)      (26)      (665)
  Other transactions       (4)      (536)   (1,209)    (2,379)     (19)  (7,042)      (169)      (9,435)   (1,041)    (8,691)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
 (decrease) in units
resulting from policy
transactions             8,280    (2,679)    5,050      8,604    4,338   37,050     30,311       26,686     1,955     20,019
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1996       8,280     8,152    12,678     19,304    4,338   59,260     30,332       58,157     7,756     60,849
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments       1,460     1,090     3,106      5,847    3,088   15,655         31       21,703     2,567     19,816
 Transfers between
  funds                 67,284      (400)    5,867     10,275   17,595   (2,887)    (7,728)      18,498      (108)     9,327
 Surrenders and
  terminations              -         (6)      (93)      (909)     (74)  (1,900)        (9)      (2,308)      (85)    (1,686)
 Policy loan transactions  (184)      (7)     (534)      (334)       -   (1,728)         -       (1,348)     (164)    (2,099)
 Other transactions        (841)    (475)   (1,455)    (2,780)  (1,348)  (6,291)      (396)      (8,935)   (1,050)    (7,573)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions      67,719      202     6,891     12,099   19,261    2,849     (8,102)      27,610     1,160     17,785
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997       75,999    8,354    19,569     31,403   23,599   62,109     22,230       85,767     8,916     78,634
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments        6,140    1,227     3,889      7,667    7,774   18,632        102       20,228     2,504     17,692
 Transfers between
  funds                  16,707    4,888     1,042     11,079   26,906      714        445       16,458       502     10,775
 Surrenders and
  terminations             (307)    (544)     (354)      (668)    (631)  (2,188)         -       (2,700)     (129)    (3,966)
 Rescissions                -        -         -          -        -        -           -           -         -          -
 Policy loan transactions (8,559)     57      (163)      (199)     (47)  (1,902)     (5,298)       (677)     (244)      (733)
 Other transactions       (3,446)   (609)   (1,880)    (3,711)  (3,266)  (6,572)       (335)     (9,229)   (1,062)    (7,641)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions       10,535   5,019     2,534     14,168   30,736    8,684      (5,086)     24,080     1,571     16,127
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998        86,534  13,373    22,103     45,571   54,335   70,793      17,144     109,847    10,487     94,761
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)

                                             Templeton
                                           International  Templeton   U.S.                 Zero     Zero     Zero
                                              Smaller      Pacific  Government   Value    Coupon   Coupon   Coupon    Total
                                             Companies     Growth   Securities Securities  Fund -   Fund -   Fund -    All
                                                Fund        Fund      Fund       Fund      2000     2005     2010     Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>       <C>        <C>       <C>      <C>      <C>      <C>
Units outstanding at December 31, 1995            -       21,322    32,402         -     14,874   12,382    3,735  462,413
Policy transactions:
 Purchase payments                                -       12,100     1,329         -         -     2,260       -   282,146
 Transfers between funds                          -          802    12,856         -          1     (149)   8,290   (2,628)
 Surrenders and terminations                      -       (1,318)     (400)        -         -        -        -   (14,699)
 Policy loan transactions                         -         (189)      (22)        -        (3)       -       (7)   (5,979)
 Other transactions                               -       (4,907)     (961)        -      (185)    (162)    (122)  (52,587)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions               -        6,488    12,802         -      (187)   1,949    8,161   206,253
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996            -       27,810    45,204         -    14,687   14,331   11,896   668,666

Policy transactions:
 Purchase payments                                -        9,779     1,925         -         -       -        -    240,067
 Transfers between funds                       1,143      (2,629)   (5,101)        -      (707) (2,226)      119    17,964
 Surrenders and terminations                      -         (759)     (952)        -         -       -        -    (23,819)
 Policy loan transactions                         -         (884)     (382)        -        (3)      -       (6)   (14,374)
 Other transactions                              (4)      (3,737)   (1,294)        -      (181)   (173)    (183)   (52,534)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions            1,139       1,770    (5,804)        -      (891)  (2,399)    (70)   167,304
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997         1,139      29,580    39,400         -    13,796   11,932  11,826    835,970

Policy transactions:
 Purchase payments                                -       11,546     1,572         -        -        -        -    340,375
 Transfers between funds                         795      (2,703)       45        401       -        -        -    (11,943)
 Surrenders and terminations                      -       (2,018)   (1,237)        -     (346)       -        -    (22,550)
 Rescissions                                      -           -         -          -        -        -        -     (1,784)
 Policy loan transactions                         -         (247)     (332)        -     (263)       -      (45)   (30,234)
 Other transactions                             (35)      (3,684)   (1,215)       (2)    (171)    (154)    (184)   (59,202)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions              760       2,894    (1,167)       399    (780)    (154)    (229)   214,662

Units outstanding at December 31, 1998         1,899      32,474    38,233        399  13,016   11,778   11,597  1,050,632
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES

A summary of unit values and units  outstanding  for variable life contracts and
the expense ratios,  including expenses of the underlying funds, for each of the
five years in the period ended December 31, 1998 follows.

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>         <C>         <C>
Adjustable U.S. Government Fund
December 31,
 19961                                                                     18,047      $12,873     $232,322       1.34%
 1995                                                                       2,013       12.352       24,865       1.34
 1994                                                                         654       11.374        7,427       1.32
 1993                                                                         403       11.481        4,622       1.33


Capital Growth Fund
December 31,
 1998                                                                      20,496       15.847      324,793       1.52
 1997                                                                       7,386       13.273       98,032       1.52
 19962                                                                        391       11.303        4,418       1.52


Global Health Care Securities Fund
December 31,
 19983                                                                        776       10.656        8,265       1.59


Global Utilities Securities Fund
December 31,
 1998                                                                      50,549       34.456    1,741,751       1.25
 1997                                                                      51,056       31.223    1,594,097       1.25
 1996                                                                      54,519       24.816    1,352,938       1.25
 1995                                                                      66,198       23.353    1,545,922       1.25
 1994                                                                      59,969       17.912    1,074,173       1.27


Growth and Income Fund
December 31,
 1998                                                                      67,901       42.797    2,905,941       1.24
 1997                                                                      58,217       39.803    2,317,193       1.24
 1996                                                                      54,351       31.393    1,706,254       1.25
 1995                                                                      38,021       27.700    1,053,166       1.27
 1994                                                                      29,795       21.010      625,982       1.29


High Income Fund
December 31,
 1998                                                                      67,218       24.606    1,653,951       1.28
 1997                                                                      74,683       24.565    1,834,614       1.28
 1996                                                                      84,503       22.188    1,874,953       1.29
 1995                                                                      65,333       19.628    1,282,342       1.31
 1994                                                                      63,380       16.512    1,046,519       1.35
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>         <C>
Income Securities Fund
December 31,
 1998                                                                      61,071      $25.496   $1,557,015       1.24%
 1997                                                                      47,169       25.273    1,192,087       1.25
 1996                                                                      39,985       21.747      869,551       1.25
 1995                                                                      26,614       19.691      524,066       1.26
 1994                                                                      10,514       16.208      170,404       1.29


Investment Grade Intermediate Bond Fund
December 31,
 19961                                                                      4,699       15.617       73,376       1.35
 1995                                                                       4,259       15.260       64,990       1.36
 1994                                                                       6,002       13.978       83,891       1.38
 1993                                                                         582       14.017        8,158       1.41

Money Market Fund
December 31,
 1998                                                                     112,248       16.964    1,904,136       1.20
 1997                                                                      43,767       16.244      710,942       1.20
 1996                                                                      46,930       15.550      729,749       1.18
 1995                                                                      45,768       14.898      681,852       1.15
 1994                                                                      37,381       14.194      530,565       1.21


Mutual Discovery Securities Fund
December 31,
 1998                                                                      36,029       11.383      410,124       1.75
 1997                                                                      29,439       12.072      355,384       1.81
 19964                                                                      4,953       10.190       50,468       2.12


Mutual Shares Securities Fund
December 31,
 1998                                                                      86,534       12.002    1,038,636       1.52
 1997                                                                      75,999       12.082      918,245       1.55
 19964                                                                      8,280       10.339       85,606       1.75


Natural Resources Securities Fund
December 31,
 1998                                                                      13,373        9.353      125,063       1.39
 1997                                                                       8,354       12.629      105,493       1.44
 1996                                                                       8,152       15.704      128,017       1.40
 1995                                                                      10,831       15.214      164,784       1.41
 1994                                                                      13,441       14.977      201,295       1.43
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Real Estate Securities Fund
December 31,
 1998                                                                      22,103      $27.267     $602,683       1.29%
 1997                                                                      19,569       33.025      646,288       1.29
 1996                                                                      12,678       27.568      349,516       1.32
 1995                                                                       7,628       20.913      159,525       1.34
 1994                                                                       4,368       17.928       78,309       1.37


Rising Dividends Fund
December 31,
 1998                                                                      45,571       22.132    1,008,603       1.47
 1997                                                                      31,403       20.855      654,915       1.49
 1996                                                                      19,304       15.795      304,911       1.51
 1995                                                                      10,700       12.816      137,129       1.53
 1994                                                                       4,474        9.952       44,527       1.55


Small Cap Fund
December 31,
 1998                                                                      54,335       14.903      809,760       1.52
 1997                                                                      23,599       15.164      357,841       1.52
 1996                                                                       4,338       13.011       56,436       1.52
 19955                                                                          -       10.157            -       1.65

Templeton Developing Markets Equity Fund
December 31,
 1998                                                                      70,793        7.959      563,460       2.16
 1997                                                                      62,109       10.230      635,389       2.17
 1996                                                                      59,260       11.292      669,146       2.24
 1995                                                                      22,210        9.357      207,819       2.16
 19946                                                                      6,099        9.173       55,951       2.28


Templeton Global Asset Allocation Fund
December 31,
 1998                                                                      17,144       13.917      238,598       1.59
 1997                                                                      22,230       14.027      311,809       1.69
 1996                                                                      30,332       12.651      383,721       1.61
 19957                                                                         21       10.637          220       1.65


Templeton Global Growth Fund
December 31,
 1998                                                                     109,847       16.235    1,783,371       1.63
 1997                                                                      85,767       15.010    1,287,362       1.63
 1996                                                                      58,157       13.324      774,892       1.68
 1995                                                                      31,471       11.069      348,359       1.72
 19946                                                                      6,748        9.894       66,760       1.89
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                             Units                             Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Templeton Global Income Securities Fund
December 31,
 1998                                                                      10,487      $18.052     $189,335       1.38%
 1997                                                                       8,916       16.985      151,430       1.37
 1996                                                                       7,756       16.700      129,516       1.36
 1995                                                                       5,801       15.347       89,028       1.39
 1994                                                                       3,175       13.483       42,818       1.46


Templeton International Equity Fund
December 31,
 1998                                                                      94,761       19.278    1,826,865       1.63
 1997                                                                      78,634       18.400    1,446,893       1.64
 1996                                                                      60,849       16.598    1,010,009       1.64
 1995                                                                      40,830       13.600      555,276       1.67
 1994                                                                      11,403       12.390      141,293       1.74


Templeton International Smaller Companies Fund
December 31,
 1998                                                                       1,899        9.528       18,103       1.85
 1997                                                                       1,139       10.943       12,470       1.81
 19962                                                                          -       11.194            -       1.53


Templeton Pacific Growth Fund
December 31,
 1998                                                                      32,474        8.447      274,322       1.85
 1997                                                                      29,580        9.798      289,825       1.78
 1996                                                                      27,810       15.412      428,593       1.74
 1995                                                                      21,322       13.977      298,014       1.76
 1994                                                                      12,635       13.042      164,784       1.82


U.S. Government Securities Fund
December 31,
 1998                                                                      38,233       23.755      908,236       1.25
 1997                                                                      39,400       22.276      877,698       1.25
 1996                                                                      45,204       20.532      928,142       1.26
 1995                                                                      32,402       19.966      646,949       1.27
 1994                                                                      31,714       16.840      534,051       1.28


Value Securities Fund
December 31,
 19983                                                                        399        7.751        3,098       1.87
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>         <C>          <C>
Zero Coupon Fund - 2000
December 31,
 1998                                                                      13,016      $27.086     $352,556       1.15%
 1997                                                                      13,796       25.386      350,230       1.15
 1996                                                                      14,687       23.880      350,723       1.15
 1995                                                                      14,874       23.491      349,422       1.15
 1994                                                                      14,594       19.614      286,240       1.15


Zero Coupon Fund - 2005
December 31,
 1998                                                                      11,778       33.196      390,968       1.15
 1997                                                                      11,932       29.722      354,637       1.15
 1996                                                                      14,331       26.888      385,323       1.15
 1995                                                                      12,382       27.229      337,160       1.15
 1994                                                                      12,559       20.821      261,513       1.15


Zero Coupon Fund - 2010
December 31,
 1998                                                                      11,597       39.336      456,187       1.15
 1997                                                                      11,826       34.629      409,523       1.15
 1996                                                                      11,896       29.931      356,054       1.15
 1995                                                                       3,735       30.991      115,736       1.15
 1994                                                                       3,804       21.866       83,178       1.15
<FN>

*For the year ended December 31, including the effect of the expenses of the underlying funds.
 Annualized.
1Period  from January 1, 1996 to October 25, 1996 (fund  closure).  2Period from
May 1, 1996 (fund  commencement) to December 31, 1996.  3Period from May 1, 1998
(fund  commencement)  to December 31, 1998.  4Period from November 8, 1996 (fund
commencement)  to  December  31,  1996.  5Period  from  November  1, 1995  (fund
commencement)   to  December  31,   1995.   6Period  from  July  1,  1994  (fund
commencement) to December 31, 1994. 7Period from May 1, 1995 (fund commencement)
to December 31, 1995.
</FN>

</TABLE>



                             ALLIANZ LIFE INSURANCE
                            COMPANY OF NORTH AMERICA
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                          December 31, 1998 and 1997 

<PAGE>
 
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Independent Auditors' Report
 
 
The Board of Directors
Allianz Life Insurance Company of North America:

We have audited the  accompanying  consolidated  balance  sheets of Allianz Life
Insurance  Company of North America and subsidiaries as of December 31, 1998 and
1997, and the related  consolidated  statements of income,  stockholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1998. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Allianz
Life Insurance Company of North America and subsidiaries as of December 31, 1998
and 1997, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.


                                            KPMG Peat Marwick LLP



Minneapolis, Minnesota
February 5, 1999


<PAGE>
<TABLE>
<CAPTION>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements 
 
Consolidated Balance Sheets
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>    
Assets
Investments:
 Fixed maturities, at fair value                                                                $ 2,538,291   2,705,210
 Equity securities, at fair value                                                                   512,404     442,607
 Mortgage loans on real estate                                                                      457,128     318,683
 Certificates of deposit and short-term securities                                                  166,366     117,124
 Policy loans                                                                                         7,118       5,695
 Other invested assets                                                                               95,746      51,863
 Investment in LifeUSA Holdings Inc.                                                                 80,928           0
- ---------------------------------------------------------------------------------------------------------------------------
Total investments                                                                                 3,857,981   3,641,182
Cash                                                                                                 67,195      26,871
Accrued investment income                                                                            36,649      38,345
Receivables (net of allowance for uncollectible accounts of $3,254 in 1998 and $3,122 in 1997)      323,971     262,676
Reinsurance receivable:
 Funds held on deposit                                                                            1,170,170   1,145,210
 Recoverable on future policy benefit reserves                                                    1,191,098   1,120,663
 Recoverable on unpaid claims                                                                       293,179     219,443
 Receivable on paid claims                                                                           24,986      31,158
Deferred acquisition costs                                                                          930,059     927,080
Other assets                                                                                         35,755      34,475
Federal income tax recoverable                                                                        4,060      20,761
- ---------------------------------------------------------------------------------------------------------------------------
Assets, exclusive of separate account assets                                                      7,935,103   7,467,864
Separate account assets                                                                           9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                    $17,850,253  18,224,793
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Balance Sheets (cont.)
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>
Liabilities:
 Future benefit reserves:
Life                                                                                            $ 1,445,844   1,297,269
Annuity                                                                                           3,588,491   3,251,829
 Policy and contract claims                                                                         770,846     607,011
 Unearned premiums                                                                                   53,778      50,168
 Reinsurance payable                                                                                129,397     111,684
 Deferred income on reinsurance                                                                     106,065     115,688
 Deferred income taxes                                                                              257,903     228,861
 Accrued expenses                                                                                    91,631      93,341
 Commissions due and accrued                                                                         41,000      39,517
 Other policyholder funds                                                                            20,586      30,208
 Other liabilities                                                                                   89,038     424,696
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities, exclusive of separate account liabilities                                            6,594,579   6,250,272
 Separate account liabilities                                                                     9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                16,509,729  17,007,201
Stockholder's equity:
 Common stock, $1 par value, 20 million shares authorized, issued and outstanding                    20,000      20,000
 Preferred stock, $1 par value, cumulative, 200 million shares authorized,
 No shares outstanding in 1998, 25 million shares outstanding in 1997                                     0      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Retained earnings                                                                                  673,857     574,447
 Accumulated other comprehensive income                                                             239,579     191,057
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                                        1,340,524   1,217,592
Commitments and contingencies (notes 6, 12 and 13)
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity                                                      $17,850,253  18,224,793
- ---------------------------------------------------------------------------------------------------------------------------
 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Income 
Years ended December 31, 1998,  1997 and 1996
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>
Revenue:
 Life insurance premiums                                                             $ 416,199      339,841    284,084
 Other life policy considerations                                                       52,668       83,816     85,747
 Annuity considerations                                                                222,632      219,262    170,656
 Accident and health premiums                                                          773,570      747,718    603,230
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums and considerations                                                    1,465,069    1,390,637  1,143,717
 Premiums and annuity considerations ceded                                             411,316      438,018    277,163
- ---------------------------------------------------------------------------------------------------------------------------
Net premiums and considerations                                                      1,053,753      952,619    866,554
 Investment income, net                                                                217,066      162,350    222,622
 Realized investment gains                                                              89,226       61,488     28,561
 Equity in earnings of LifeUSA Holdings Inc.                                             2,207            0          0
 Other                                                                                  75,967       53,760      6,193
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                        1,438,219    1,230,217  1,123,930
Benefits and expenses:
 Life insurance benefits                                                               461,891      336,090    281,441
 Annuity benefits                                                                      251,463      206,189    153,238
 Accident and health insurance benefits                                                623,640      566,746    434,793
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits                                                                       1,336,994    1,109,025    869,472
 Benefit recoveries                                                                    501,719      426,607    249,552
- ---------------------------------------------------------------------------------------------------------------------------
Net benefits                                                                           835,275      682,418    619,920
 Commissions and other agent compensation                                              322,697      310,665    267,714
 General and administrative expenses                                                   116,007      106,744     99,018
 Taxes, licenses and fees                                                               15,848       20,605     19,959
 Increase in deferred acquisition costs, net                                            (2,979)     (63,742)   (36,344)
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses                                                          1,286,848    1,056,690    970,267
Income from operations before income taxes                                             151,371      173,527    153,663
Income tax expense:
 Current                                                                                48,410       31,571     21,936
 Deferred                                                                                2,822       28,283     30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense                                                                51,232       59,854     52,495
Net income                                                                           $ 100,139      113,673    101,168 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Comprehensive  Income 
Years ended December 31, 1998, 1997 and 1996 
(in thousands)   
                                                                                        1998          1997       1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>    
Net income                                                                            $100,139      113,673    101,168
Other comprehensive income (loss):
 Foreign currency translation adjustments, net of tax benefit of $949, $525, and $10 in
  1998, 1997, and 1996 respectively                                                     (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
 Unrealized gains (losses) on fixed maturities and equity securities:
Unrealized holding gains (losses) arising during the period net of tax expense (benefit)
 of $57,703, $71,594 and $(10,289) in 1998, 1997, and 1996 respectively                107,162      132,961    (19,107)
Reclassification adjustment for gains included in net income, net of tax expense of
 $30,627, $21,588, and $9,401 in 1998, 1997, and 1996 respectively                     (56,879)     (40,093)   (17,460)
- ---------------------------------------------------------------------------------------------------------------------------
Total unrealized holding gains (losses)                                                 50,283       92,868    (36,567)
Total other comprehensive income (loss)                                                 48,522       91,893    (36,585)
Total comprehensive income                                                            $148,661      205,566     64,583 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Stockholder's  Equity 
Years ended December 31, 1998,
1997 and 1996 
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Common stock:
 Balance at beginning and end of year                                                 $ 20,000       20,000     20,000
- ---------------------------------------------------------------------------------------------------------------------------
Preferred stock:
 Balance at beginning of year                                                           25,000       25,000     25,000
 Redemption of stock during the year                                                   (25,000)           0          0
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                      0       25,000     25,000
Additional paid-in capital:
 Balance at beginning and end of year                                                  407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          574,447      462,925    363,357
 Net income                                                                            100,139      113,673    101,168
 Cash dividend to stockholder                                                             (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                673,857      574,447    462,925
Accumulated other comprehensive income:
 Accumulated unrealized holding gain:
Balance at beginning of year                                                           195,505      102,637    139,204
Net unrealized gain (loss) on investments during the year, net of deferred federal income taxes                 50,283
92,868                                                                   (36,567)
- ---------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                                               245,788      195,505    102,637
 Accumulated unrealized foreign currency (loss):
Balance at beginning of year                                                            (4,448)      (3,473)    (3,455)
Net unrealized (loss) on foreign currency translation during the year,
 net of deferred federal income taxes                                                   (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                                  (6,209)      (4,448)    (3,473)
Total accumulated comprehensive income                                                 239,579      191,057     99,164
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                          $1,340,524    1,217,592  1,014,177 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows
December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Cash flows provided by (used in) operating activities:
 Net income                                                                           $100,139      113,673    101,168
- ---------------------------------------------------------------------------------------------------------------------------
 Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized investment gains                                                              (89,226)     (61,488)   (28,561)
Deferred federal income tax expense                                                      2,822       28,283     30,559
Charges to policy account balances                                                    (104,681)    (148,159)   (87,865)
Interest credited to policy account balances                                           262,956      251,182    202,243
Change in:
 Accrued investment income                                                               1,696       (2,215)       728
 Receivables                                                                           (61,295)    (107,398)   (30,578)
 Reinsurance receivables                                                              (162,959)  (1,205,410)   (76,003)
 Deferred acquisition costs                                                             (2,979)     (63,742)   (36,344)
 Future benefit reserves                                                                25,183      138,370     71,193
 Policy and contract claims and other policyholder funds                               154,213       92,230     37,055
 Unearned premiums                                                                       3,610       17,992     (2,005)
 Reinsurance payable                                                                    17,713       68,725     24,019
 Current tax recoverable                                                                16,701       (8,306)    (8,508)
 Accrued expenses and other liabilities                                                 14,797       12,113     15,506
 Commissions due and accrued                                                             1,483        2,414     14,124
Depreciation and amortization                                                          (12,711)     (13,312)   (25,874)
Equity in earnings of LifeUSA Holdings Inc.                                             (2,207)           0          0
Other, net                                                                                  94           18     (1,568)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                       65,210     (998,703)    98,121
Net cash provided by (used in) operating activities                                    165,349     (885,030)   199,289 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows (cont.)
Years ended December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>    
Cash flows provided by (used in) operating activities                                  165,349     (885,030)   199,289
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities                                                      $(1,256,653)  (1,748,950)(1,324,676)
 Purchase of equity securities                                                      (1,518,096)  (1,699,847)  (137,304)
 Purchase of stock in LifeUSA Holdings, Inc.                                           (79,091)           0          0
 Funding of mortgage loans                                                            (168,870)    (103,626)   (70,265)
 Sale of fixed maturities                                                            1,460,969    1,921,534  1,043,748
 Matured fixed maturities                                                               28,152        1,150      2,711
 Sale of equity securities                                                           1,560,695    1,691,789    122,788
 Repayment of mortgage loans                                                            29,105       29,520     23,317
 Net change in certificates of deposit and short-term securities                       (49,242)      87,848   (173,471)
 Other                                                                                 (46,256)      82,797    (20,566)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by investing activities                                   (39,287)     262,215   (533,718)
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                         $ 864,446      748,430    591,926
 Policyholders' withdrawals from account balances                                     (562,667)    (524,579)  (384,550)
 Change in assets held under reinsurance agreements                                      7,876      150,526          0
 Funds borrowed (repaid) on dollar reverse repurchase agreements, net                 (369,664)     239,468    130,196
 Redemption of preferred stock                                                         (25,000)           0          0
 Cash dividends paid                                                                      (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by financing activities                                   (85,738)     611,694    335,972
Net change in cash                                                                      40,324      (11,121)     1,543
Cash at beginning of year                                                               26,871       37,992     36,449
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 67,195       26,871     37,992 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
                                                    
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
 

(1) Summary of Significant Accounting Policies

Allianz Life Insurance  Company of North America (the Company) is a wholly owned
subsidiary of Allianz of America,  Inc. (AZOA),  a majority-owned  subsidiary of
Allianz A.G. Holding, a Federal Republic of Germany company.

The  Company is a life  insurance  company  which is  licensed to sell group and
individual life,  annuity and accident and health policies in the United States,
Canada  and  several   U.S.   territories.   Based  on  1998  net  revenues  and
considerations,  36%, 16% and 48% of the Company's business is life, annuity and
accident and health,  respectively.  The Company's primary distribution channels
are through strategic  alliances with other insurance  companies and third party
marketing  organizations.  The Company has a significant  relationship  with The
Franklin  Templeton Group and its broker/dealer  network related to sales of its
variable   life  and  variable   annuity   products   and  another   significant
administration, marketing and reinsurance relationship with LifeUSA Holding Inc.
(LifeUSA),  a  publicly  traded  insurance  company  in  which  it holds a 21.4%
ownership interest at December 31, 1998.

Following is a summary of the significant  accounting  policies reflected in the
accompanying consolidated financial statements.

Basis of Presentation

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted  accounting  principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state  insurance  regulatory
authorities.  The accounts of the Company's  major  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make certain estimates and assumptions that affect reported assets
and  liabilities  including  reporting or disclosure  of  contingent  assets and
liabilities  as of the balance  sheet date and the reported  amounts of revenues
and expenses during the reporting period.
Actual results could vary significantly from management's estimates.

Traditional Life, Group Life and Group Accident and Health Insurance

Traditional life products include products with guaranteed premiums and benefits
and  consist  principally  of whole life and term  insurance  policies,  limited
payment contracts and certain annuity products with life contingencies.

Premiums on  traditional  life and group life products are  recognized as income
when due. Group  accident and health  premiums are recognized as earned on a pro
rata basis over the risk coverage periods. Benefits and expenses for traditional
and group  products  are  matched  with  earned  premiums  so that  profits  are
recognized  over the premium paying  periods of the contracts.  This matching is
accomplished  by  establishing  provisions for future policy benefits and policy
and contract  claims,  and deferring and amortizing  related policy  acquisition
costs.

Nontraditional and Variable Life and Annuity Business

Nontraditional and variable life insurance and interest sensitive contracts that
have  significant  mortality or morbidity  risk are  accounted for in accordance
with the retrospective deposit method.  Interest sensitive contracts that do not
have  significant  mortality or  morbidity  risk are  accounted  for in a manner
consistent  with  interest  bearing  financial  instruments.  For both  types of
contracts,  premium  receipts are  reported as deposits to the  contractholder's
account  while  revenues  consist of amounts  assessed  against  contractholders
including surrender charges and earned administrative service fees. Mortality or
morbidity  charges  are  also  accounted  for  as  revenue  on  those  contracts
containing mortality or morbidity risk. Benefits consist of interest credited to
contractholder's  accounts  and  claims or  benefits  incurred  in excess of the
contractholder's balance.

Deferred Acquisition Costs

Acquisition costs, consisting of commissions and other costs which vary with and
are  primarily  related  to  production  of  new  business,  are  deferred.  For
traditional  life and group life  products,  such costs are  amortized  over the
revenue-producing  period  of the  related  policies  using  the same  actuarial
assumptions used in computing future policy benefit reserves.  Acquisition costs
for accident and health insurance
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)
Deferred Acquisition Costs (cont.)

policies are deferred and  amortized  over the lives of the policies in the same
manner as premiums are earned.  For  interest  sensitive  products,  acquisition
costs are  amortized in relation to the present  value of expected  future gross
profits from investment  margins and mortality,  morbidity and expense  charges.
Deferred  acquisition  costs amortized during 1998, 1997 and 1996 were $202,644,
$219,266, and $137,618, respectively.

Future Policy Benefit Reserves

Future policy benefit  reserves on traditional life products are computed by the
net level premium method based upon estimated future investment yield, mortality
and withdrawal assumptions, commensurate with the Company's experience, modified
as necessary  to reflect  anticipated  trends,  including  possible  unfavorable
deviations. Most life reserve interest assumptions range from 7.5% to 5.5%.

Future policy  benefit  reserves for interest  sensitive  products are generally
carried at  accumulated  contract  values.  Reserves  on some  deferred  annuity
contracts  are  computed  based  on  contractholder  cash  value  accumulations,
adjusted for mortality, withdrawal and interest margin assumptions.

Fair values of investment contracts,  which include deferred annuities and other
annuities without significant mortality risk, were determined by testing amounts
payable  on  demand   against   discounted   cash  flows  using  interest  rates
commensurate  with the risks  involved.  Fair  values  are  based on the  amount
payable on demand at December 31.

Policy and Contract Claims

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  that  have been  reported  but not yet paid and  incurred  but not yet
reported as of December 31.

Reinsurance

Insurance  liabilities are reported  before the effects of reinsurance.  Amounts
paid or deemed to have been paid for claims covered by reinsurance contracts are
recorded as reinsurance receivable.  Reinsurance receivables are recognized in a
manner  consistent  with the  liabilities  related to the  underlying  reinsured
contracts.

Investments

The Company has  classified  all of its fixed  maturity and equity  portfolio as
"available-for-sale" and, accordingly, the securities are carried at fair value.
Short-term  investments are carried at amortized cost, which approximates market
value. Policy loans are reflected at their unpaid principal  balances.  Mortgage
loans are  reflected  at unpaid  principal  balances  adjusted  for  premium and
discount amortization and an allowance for uncollectible  balances.  The Company
analyzes loan impairment at least once a year when assessing the adequacy of the
allowance for possible  credit losses.  The Company does not accrue  interest on
impaired  loans and accounts for interest  income on such loans on a cash basis.
The Company  accounts for its  investment  in LifeUSA under the equity method of
accounting  and  carries  its  investment  at cost,  adjusted  for its  share of
LifeUSA's  earnings,  amortization  of  goodwill  and  dividends  received.  The
difference between the cost of the investment and underlying equity is amortized
into net income over ten years.

Realized  gains and losses are  computed  based on the  specific  identification
method.

As of December 31, 1998 and 1997,  investments with a carrying value of $116,197
and  $103,590,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)

Investments (cont.)

The fair values of invested assets,  excluding  investments in real estate,  are
deemed by management to approximate  their  estimated  market  values.  The fair
value of mortgage loans has been calculated  using  discounted cash flows and is
based on pertinent  information  available to management as of year-end.  Policy
loan balances which are supported by the  underlying  cash value of the policies
approximate fair value. Changes in market conditions  subsequent to year-end may
cause estimates of fair values to differ from the amounts presented herein.

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Separate Accounts

Separate  accounts  represent funds for which  investment  income and investment
gains and losses accrue directly to the policyholders and contractholders.  Each
account has specific  investment  objectives  and the assets are carried at fair
value. The assets of each account are legally  segregated and are not subject to
claims which arise out of any other business of the Company.

Fair values of separate account assets were determined using the market value of
the underlying  investments  held in segregated  fund  accounts.  Fair values of
separate account  liabilities were determined using the cash surrender values of
the policyholder's and contractholder's account.

Receivables

Receivable  balances  approximate  estimated  fair  values.  This  is  based  on
pertinent  information  available to  management  as of year-end  including  the
financial  condition  and  credit  worthiness  of  the  parties  underlying  the
receivables.  Changes in market  conditions  subsequent  to  year-end  may cause
estimates of fair values to differ from the amounts presented herein.

Accounting Changes

In 1998, the Company adopted Statement of Financial Accounting Standard (SFAS) 
No. 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities, and SFAS No. 132, Employers Disclosures about 
Pensions and Other Postretirement Benefits. No adjustments were made to the 
consolidated financial statements upon adoption of these pronouncements.

In 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. A 
Consolidated Statement of ComprehensiveIncome is now included in these 
financial statements.

Accounting Pronouncements to be Adopted

In December 1997, the AICPA issued Statement of Position (SOP) 97-3,  Accounting
by Insurance and Other Enterprises for  Insurance-Related  Assessments.  The SOP
provides  guidance for  determining  when to recognize a liability  for guaranty
fund assessments, how to measure the liability and for determining when an asset
may be recognized  for premium tax offset  recoveries.  The SOP is effective for
years  beginning  after  December 15,  1998.  The Company will adopt SOP 97-3 on
January 1, 1999.  Adoption  of this SOP is not  expected  to have a  significant
impact on the consolidated financial statements.

In  February  1998,  the  AICPA  issued  SOP 98-1,  Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for  Internal  Use. The SOP provides
guidance  for  determining  whether  computer  software is in fact  internal-use
software  and offers  guidelines  on  accounting  for the  proceeds  of computer
software  originally  developed or obtained  for  internal use and  subsequently
marketed and sold to the public. The
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)

Accounting Pronouncements to be Adopted (cont.)

SOP applies to all non-government  entities and is effective for years beginning
after  December  15,  1998.  The Company will adopt SOP 98-1 on January 1, 1999.
Adoption  of this  SOP is not  expected  to  have a  significant  impact  on the
consolidated financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities.  The statement
establishes   accounting  and  reporting  standards  for  derivative   financial
instruments and other similar financial  instruments and for hedging activities.
The statement is effective for fiscal years  beginning  after June 15, 1999. The
Company will adopt SFAS No. 133 on January 1, 2000.  Adoption of this  statement
is not  expected  to have a  significant  impact on the  consolidated  financial
statements.

Reclassifications

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.

<TABLE>



(2) Investments

Investments at December 31, 1998 consist of:
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>        <C>          <C>  
Fixed maturities:
 U.S. government                                                                    $ 274,813      311,296     311,296
 States and political subdivisions                                                     94,640      101,121     101,121
 Foreign government                                                                    34,652       36,731      36,731
 Public utilities                                                                      66,236       71,982      71,982
 Corporate securities                                                               1,441,359    1,498,702   1,498,702
 Mortgage backed securities                                                           401,505      428,304     428,304
 Collateralized mortgage obligations                                                   80,599       90,155      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                             $2,393,804    2,538,291   2,538,291
Equity securities:
 Common stocks:
Banks, trusts and insurance companies                                                  18,824       31,194      31,194
Industrial and miscellaneous                                                          252,122      469,566     469,566
 Nonredeemable preferred stocks                                                         7,807       11,644      11,644
- ---------------------------------------------------------------------------------------------------------------------------
Total equity securities                                                             $ 278,753      512,404     512,404
Other investments:
 Mortgage loans on real estate                                                        457,128    XXXXXXXXX     457,128
 Certificates of deposit and short-term securities                                    166,366    XXXXXXXXX     166,366
 Policy loans                                                                           7,118    XXXXXXXXX       7,118
 Other invested assets                                                                 95,746    XXXXXXXXX      95,746
 Investment in LifeUSA Holdings Inc.                                                   80,928    XXXXXXXXX      80,928
- ---------------------------------------------------------------------------------------------------------------------------
Total other investments                                                             $ 807,286    XXXXXXXXX     807,286
Total investments                                                                  $3,479,843    XXXXXXXXX   3,857,981
</TABLE>

<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)
At December 31, 1998 and 1997, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>         <C>          <C>    

1998:
 U.S. government                                                        $ 274,813      36,717          234     311,296
 States and political subdivisions                                         94,640       6,481            0     101,121
 Foreign government                                                        34,652       2,079            0      36,731
 Public utilities                                                          66,236       5,948          202      71,982
 Corporate securities                                                   1,441,359      67,234        9,891   1,498,702
 Mortgage backed securities                                               401,505      26,799            0     428,304
 Collateralized mortgage obligations                                       80,599      10,141          585      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,393,804     155,399       10,912   2,538,291
 Equity securities                                                        278,753     245,913       12,262     512,404
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,672,557     401,312       23,174   3,050,695
1997:
 U.S. government                                                          499,652      29,191          186     528,657
 States and political subdivisions                                         82,287       3,561           19      85,829
 Foreign government                                                        35,858       1,876            0      37,734
 Public utilities                                                          44,151       4,086            0      48,237
 Corporate securities                                                   1,206,392      60,016       15,876   1,250,532
 Mortgage backed securities                                               628,307      35,584            0     663,891
 Collateralized mortgage obligations                                       86,246       4,086            2      90,330
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,582,893     138,400       16,083   2,705,210
 Equity securities                                                        264,144     205,632       27,169     442,607
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,847,037     344,032       43,252   3,147,817
- ---------------------------------------------------------------------------------------------------------------------------


The changes in  unrealized  gains on fixed  maturity  securities  were  $22,170,
$58,422,  and $(97,973) in each of the years ended  December 31, 1998,  1997 and
1996, respectively.

The changes in unrealized  gains in equity  investments,  which  include  common
stocks and nonredeemable preferred stocks were $55,188, $84,718, and $40,895 for
the years ended December 31, 1998, 1997 and 1996, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1998, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
</TABLE>

<TABLE>



                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 19,578      19,831
Due after one year through five years                                                              542,463     558,635
Due after five years through ten years                                                             700,012     741,834
Due after ten years                                                                                649,647     699,532
Mortgage backed securities and collateralized mortgage obligations                                 482,104     518,459
- ---------------------------------------------------------------------------------------------------------------------------
Totals                                                                                          $2,393,804   2,538,291
</TABLE>
<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)

Gross gains of  $105,723,  $70,335,  and  $43,696  and gross  losses of $18,217,
$8,654, and $16,834 were realized on sales of securities in 1998, 1997 and 1996,
respectively.

Net realized  investment  gains (losses) for the respective years ended December
31 are summarized as follows:

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>          <C>  
Fixed maturities, at market                                                           $30,299       40,268       8,897
Equity securities                                                                      57,207       21,413      17,964
Mortgage loans                                                                         (1,320)        (982)     (1,129)
Real estate                                                                             3,133          635       3,104
Other                                                                                     (93)         154        (275)
- ---------------------------------------------------------------------------------------------------------------------------
Net gains before taxes                                                                 89,226       61,488      28,561
Tax expense on net realized gains                                                      31,229       21,521       9,996
- ---------------------------------------------------------------------------------------------------------------------------
Net gains after taxes                                                                 $57,997       39,967      18,565
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

During the first two months of 1998 and all of 1997,  the Company  entered  into
mortgage backed security reverse repurchase  transactions  ("dollar rolls") with
certain  securities  dealers.  Under this  program,  the  Company  sold  certain
securities for delivery in the current month and simultaneously  contracted with
the same  dealer to  repurchase  similar,  but not  identical,  securities  on a
specified  future date.  The Company gave up the right to receive  principal and
interest  on the  securities  sold.  As of  December  31,  1998  there  were  no
outstanding  amounts under the Company's dollar roll program. As of December 31,
1997,  mortgage backed  securities  underlying such agreements were carried at a
market value of $350,985 and other  liabilities were $369,664 for funds received
under these agreements. Average balances outstanding for the first two months of
1998 and all of 1997,  respectively  were  $120,525  and  $183,530  and weighted
average  interest  rates were 6.5% and 7.2%.  The  maximum  balance  outstanding
during 1998 and 1997 was $120,525 and $369,664, respectively.

The valuation  allowances on mortgage loans at December 31, 1998,  1997 and 1996
and the  changes in the  allowance  for the years then ended are  summarized  as
follows:
<TABLE>
<S>                                                                                   <C>         <C>          <C> 
                                                                                      1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of Year                                                                      $8,279        7,279      10,487
 Charged to operations                                                                  1,320        1,000           0
 Recoveries                                                                                 0            0      (3,208)
- ---------------------------------------------------------------------------------------------------------------------------
End of Year                                                                            $9,599        8,279       7,279
- ---------------------------------------------------------------------------------------------------------------------------

Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Interest:
 Fixed maturities                                                                    $155,397      211,335     178,664
 Mortgage loans                                                                        34,449       25,232      19,267
 Policy loans                                                                             497        6,526       7,013
 Short-term investments                                                                15,022       12,804      10,688
Dividends:
 Preferred stock                                                                          668          748         818
 Common stock                                                                           5,190        4,603       4,527
Interest on assets held by reinsurers                                                   8,272        8,858       9,709
Other invested assets                                                                   8,637        9,438       5,344
- ---------------------------------------------------------------------------------------------------------------------------
Total investment income                                                               228,132      279,544     236,030
Investment expenses related to coinsurance agreement (note 6)                           2,689       98,417           0
Investment expenses                                                                     8,377       18,777      13,408
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                $217,066      162,350     222,622
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>



ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(3) Summary Table of Fair Value Disclosures

                                                                                1998                         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>            <C>         <C>   
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 311,296    311,296         528,657   528,657
  States and political subdivisions                                       101,121    101,121          85,829    85,829
  Foreign governments                                                      36,731     36,731          37,734    37,734
  Public utilities                                                         71,982     71,982          48,237    48,237
  Corporate securities                                                  1,546,342  1,546,342       1,250,532 1,250,532
  Mortgage backed securities                                              380,664    380,664         663,891   663,891
  Collateralized mortgage obligations                                      90,155     90,155          90,330    90,330
 Equity securities                                                        512,404    512,404         442,607   442,607
 Mortgage loans                                                           457,128    495,202         318,683   333,540
 Short term investments                                                   166,366    166,366         117,124   117,124
 Policy loans                                                               7,118      7,118           5,695     5,695
 Other long term investments                                               95,746     95,746          51,863    51,863
 Investment in LifeUSA Holdings Inc.                                       80,928     68,290               0         0
 Receivables                                                              323,971    323,971         262,676   262,676
 Separate accounts assets                                               9,915,150  9,915,150      10,756,92910,756,929
Financial liabilities
 Investment contracts                                                   3,645,657  3,035,787       3,536,690 2,945,366
 Separate account liabilities                                           9,915,150  9,765,791      10,756,92910,565,205
 Dollar reverse repurchase agreements                                           0          0         369,664   369,664

See Note 1 "Summary of Significant  Accounting  Policies" for description of the
methods and significant assumptions used to estimate fair values.


(4) Receivables

Receivables at December 31 consist of the following:
                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $270,657     207,293
Agents balances                                                                                     10,088       3,186
Related party receivables                                                                            3,852       1,445
Reinsurance commission receivable                                                                    8,022      23,921
Scholarship enrollment fees                                                                         12,010       8,401
Due from administrators                                                                             13,271      13,630
Other                                                                                                6,071       4,800
- ---------------------------------------------------------------------------------------------------------------------------
Total receivables                                                                                 $323,971     262,676

</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 




(5) Accident and Health Claims Reserves

Accident and health claims  reserves are based on estimates which are subject to
uncertainty.  Uncertainty  regarding  reserves  of  a  given  accident  year  is
gradually  reduced as new  information  emerges each  succeeding  year,  thereby
allowing  more  reliable  re-evaluations  of  such  reserves.  While  management
believes that reserves as of December 31, 1998 are  adequate,  uncertainties  in
the  reserving  process  could  cause  such  reserves  to develop  favorably  or
unfavorably  in the near  term as new or  additional  information  emerges.  Any
adjustments to reserves are reflected in the operating results of the periods in
which they are made.  Movements  in  reserves  which are small  relative  to the
amount of such reserves could  significantly  impact future reported earnings of
the Company.

Activity in the  accident  and health  claims  reserves,  exclusive of long term
care,  hospital indemnity and AIDS reserves of $9,918,  $12,479,  and $14,348 in
1998, 1997 and 1996, respectively, is summarized as follows:
<TABLE>

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>         <C>          <C>      
Balance at January 1, net of reinsurance recoverables of $141,033, 
   $124,320, and $99,292                                                             $312,886      273,813     240,602
Incurred related to:
 Current year                                                                         417,042      346,901     279,717
 Prior years                                                                          (12,217)     (12,087)    (11,642)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        404,825      334,814     268,075
Paid related to:
 Current year                                                                         204,100      150,942     107,842
 Prior years                                                                          147,186      144,798     127,022
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            351,286      295,740     234,864
Balance at December 31, net of reinsurance recoverables of $128,764,
  $141,033, and $124,320                                                             $366,425      312,887     273,813
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.


(6) Reinsurance

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $1 million coverage per individual life. Reinsurance contracts do not
relieve the Company from its obligations to policyholders. Failure of reinsurers
to honor their  obligations  could result in losses to the Company.  The Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of credit risk to minimize its  exposure to  significant  losses from  reinsurer
insolvencies.



<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)
<TABLE>

Life  insurance,  annuities  and accident and health  business  assumed from and
ceded to other companies is as follows:

                                                                                                             Percentage
                                                                          Assumed      Ceded                  of amount
                                                            Direct      from other   to other       Net        assumed
 Year ended                                                 amount       companies   companies    amount       to net
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>           <C>          <C>
December 31, 1998:
Life insurance in force                                  $34,118,554   98,832,792  19,483,581  113,467,765          87.1%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        244,416      224,451      93,812      375,055          59.8%
 Annuities                                                   220,812        1,820      50,385      172,247           1.1%
 Accident and health                                         479,237      294,333     267,119      506,451          58.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               944,465      520,604     411,316    1,053,753          49.4%
December 31, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health                                         436,105      311,612     296,650      451,067          69.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               906,317      484,320     438,018      952,619          50.8%
December 31, 1996:
Life insurance in force                                  $37,527,994   44,073,247   6,126,541   75,474,700          58.4%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health                                         396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               801,391      342,326     277,163      866,554          39.5%
- ---------------------------------------------------------------------------------------------------------------------------

Included  in  reinsurance  receivables  at  December  31,  1998 are  $1,170,697,
$863,477 and $307,228  recoverable  from three  insurers who, as of December 31,
1998, were rated A+, A- and A+, respectively,  by A.M. Best's Insurance Reports.
A contingent  liability  exists to the extent that the Company's  reinsurers are
unable to meet their contractual obligations.  Management is of the opinion that
no liability will accrue to the Company with respect to this contingency.

Effective January 1, 1997, the Company entered into a 100% coinsurance agreement
with an unrelated  insurance  company to coinsure a block of business  with life
insurance  inforce of  $13,200,000  and 1997 premium of $90,000.  The  coinsured
block included certain  universal life and traditional  life insurance  policies
and annuity contracts. In connection with this agreement, the Company recognized
a  recoverable  on future  benefit  reserves  of  $1,102,000,  received a ceding
commission  of $138,500 and  transferred  assets of $881,000  which  support the
business.  The unearned ceding commission represents deferred revenue which will
be  amortized  over  the  revenue-producing  period  of  the  related  reinsured
policies.  The servicing of the  coinsured  business was also  transferred  to a
third party insurer who is also the  retrocessionaire  of the block. During 1998
and 1997, $15,965 and $22,647, respectively, was amortized and included in other
revenue in the consolidated statements of income. Effective January 1, 1998, the
coinsurance  agreement  was amended to include  another  block of business  with
future benefit reserves of $66,000,  capitalized  deferred  acquisition costs of
$1,935 and deferred income of $750.
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$2,067,664,  $1,163,533, and $381,381 in 1998, 1997 and 1996, respectively,  and
life insurance  premiums earned of $4,165,  $2,538, and $1,293 in 1998, 1997 and
1996,  respectively,  to its  ultimate  parent  Allianz  Aktiengesellshaft.  The
Company   also   ceded   accident   and  health   premiums   earned  to  Allianz
Aktiengesellshaft of $2,817, $2,467, and $1,922 in 1998, 1997 and 1996.

<TABLE>

(7) Income Taxes

Income Tax Expense

Total  income tax  expense  (benefit)  for the years  ended  December  31 are as
follows:

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>          <C>
Income tax expense attributable to operations:
 Current tax expenses                                                                 $48,410       31,571      21,936
 Deferred tax expense                                                                   2,822       28,283      30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                   $51,232       59,854      52,495
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
Attributable to unrealized gains and losses for the year                               26,127       49,748     (19,967)
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                     $77,359      109,602      32,528
- ---------------------------------------------------------------------------------------------------------------------------

Components of Income Tax Expense

Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Consolidated Statements of Income for the respective years ended
December 31 as follows:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense computed at the statutory rate                                     $52,980       60,735      53,782
Dividends received deductions and tax-exempt interest                                  (3,294)      (2,792)       (650)
Foreign tax                                                                              (133)         916      (2,723)
Interest on tax deficiency                                                                900        1,100         261
Other                                                                                     779         (105)      1,824
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense as reported                                                        $51,232       59,854      52,494
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>


(7) Income Taxes (cont.)

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net deferred tax liability at December 31 are as follows:

                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>   
 Provision for post retirement benefits                                                            $ 2,223       2,100
 Allowance for uncollectible accounts                                                                  929         929
 Policy reserves                                                                                   173,414     177,442
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                          176,566     180,471
Deferred tax liabilities:
 Deferred acquisition costs                                                                        272,815     277,627
 Net unrealized gain                                                                               128,883     102,756
 Other                                                                                              32,771      28,949
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                                     434,469     409,332
Net deferred tax liability                                                                        $257,903     228,861
- ---------------------------------------------------------------------------------------------------------------------------

Although realization is not assured, the Company believes it is not necessary to
establish a valuation  allowance for the deferred tax asset as it is more likely
than not the  deferred  tax asset will be realized  principally  through  future
reversals of existing taxable  temporary  differences and future taxable income.
The amount of the deferred tax asset considered  realizable,  however,  could be
reduced in the near term if  estimates of future  reversals of existing  taxable
temporary differences and future taxable income are reduced.

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company and each of its insurance  subsidiaries  generally  will be paid for the
tax benefit on their losses,  and any other tax  attributes,  to the extent they
could have obtained a benefit  against their  post-1990  separate return taxable
income or tax.  Income  taxes paid by the Company  were  $30,808,  $39,914,  and
$30,946 in 1998, 1997 and 1996, respectively.  At December 31, 1998 and 1997 the
Company had a tax recoverable from AZOA of $3,030 and $20,689, respectively.


(8) Related Party Transactions

The Company  reimbursed AZOA $2,495,  $2,519, and $1,743 in 1998, 1997 and 1996,
respectively,  for certain  administrative  and investment  management  services
performed.  The Company's  liability to AZOA for such services was $490 and $437
at December 31, 1998 and 1997, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $1,019,  $2,826,  and $3,275
in 1998, 1997 and 1996,  respectively.  The Company's  liability for data center
charges was $377
and $292 at December 31, 1998 and 1997, respectively.

The Company  has 200 million  authorized  shares of  preferred  stock with a par
value of $1 per share.  This  preferred  stock is  issuable  in series  with the
number of shares, redemption rights and dividend rate designated by the Board of
Directors  for each series.  Dividends are  cumulative  at a rate  reflective of
prevailing  market  conditions  at time of issue and are  payable  semiannually.
Dividend  payments are restricted by provisions in State of Minnesota  statutes.
The Company had 25 million shares of Series A preferred stock  outstanding  held
by AZOA with a dividend rate of 6.4% and a book value of $25,000. In March 1998,
the Company  redeemed and  canceled the 25 million  shares of Series A preferred
stock issued to AZOA.
</TABLE>

<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(8) Related Party Transactions (cont.)

As of  December  31,  1996,  the Company  sold to AZOA,  without  recourse,  two
receivables  due from third  parties  amounting  to $6,600.  These  receivables,
valued at $5,827, were repurchased by the Company in 1997.


(9) Investment in LifeUSA

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided  LifeUSA  with  $30,000  in  exchange  for a fifteen  year  convertible
debenture  paying 5% interest  for the first five years with the  interest  rate
reset  annually  thereafter  based  on  LIBOR  plus  1%.  In  connection  with a
definitive agreement signed in January 1998, the Company converted its debenture
to equity,  extended the existing marketing  agreement between the two companies
to December 31, 2000, and agreed to acquire up to a 35% equity ownership in Life
USA. Two members of the Company's  management  were named to LifeUSA's  board of
directors  in January  1998.  The  Company  also  retains  additional  rights of
nomination to LifeUSA's  board of directors in the future based on the Company's
proportional ownership.

Acquisition  of the  Company's  equity  ownership  during 1998 was  accomplished
through the following:

 o Conversion of the $30,000 debenture for 2.43 million shares of common stock 
   (conversion price of $12.34 per share);

 o Exercise of the Company's preemptive right to purchase 241,846 shares of 
   common stock at $12.36 per share;

 o Purchase of 925,000 shares of common stock from certain members of LifeUSA 
   management at $16.44 per share;

 o Acquisition  of an  additional  1.3 million  shares of common  stock in open
   market purchases.

 o Acquisition  of 406,092 shares of common stock at $24.63 per share as part of
a commitment to purchase  $100,000 in newly issued common stock in increments of
$10,000 semi-annually over a five year period beginning in August 1998.

As of December 31, 1998, the company held 21.41% of the outstanding common stock
of LifeUSA with an  approximate  market value of $68,290.  The carrying value of
the LifeUSA investment at year-end 1998 is $80,928, which is $20,983 higher than
the current equity in net assets of $59,945.

In February 1999, the Company  purchased  395,062 shares of LifeUSA common stock
at $25.31 per share.  In addition,  the stock purchase  agreement was amended to
allow the Company to purchase an  additional  300,000  shares on the open market
for one year beyond the original agreement date.

Effective April 1, 1998, the Company began assuming business from LifeUSA. Under
this  arrangement,  the Company  assumes 12.5% of annuity  business and 16.7% of
universal  life business sold by LifeUSA.  As of December 31, 1998,  the Company
assumed $40,000 of life and annuity reserves from LifeUSA.

The company has also guaranteed a credit agreement  between LTC America Holding,
Inc., a LifeUSA  subsidiary,  and Norwest  Bank.  The agreement is for a $15,000
revolving  credit  line  with an  interest  rate of LIBOR  +.75% per annum and a
maturity date of December 21, 2003.


(10) Employee Benefit Plans

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees,  excluding  agents,  are  eligible  to  participate  in  the  Primary
Retirement  Plan after two years of service.  The  contributions  are based on a
percentage of the participant's  salary with the participants  being 100% vested
upon eligibility.  It is the Company's policy to fund the plan costs as accrued.
Total pension  contributions  were $756,  $810, and $808 in 1998, 1997 and 1996,
respectively.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(10) Employee Benefit Plans (cont.)

The Company  participates in the Allianz Asset Accumulation Plan (Allianz Plan),
a  defined   contribution  plan  sponsored  by  AZOA.  Under  the  Allianz  Plan
provisions,  the  Company  will  match from 75% to 100% of  eligible  employees'
contributions up to a maximum of 6% of a participant's  compensation.  The total
Company  match for Plan  participants  was 75%,  90% and 100% in 1998,  1997 and
1996, respectively.  All employees are eligible to participate after one year of
service and are fully vested in the Company's matching  contribution after three
years of service. The Allianz Plan will accept participants' pretax or after-tax
contributions up to 15% of the participant's  compensation.  It is the Company's
policy to fund the Allianz Plan costs as accrued.  The Company has accrued $868,
$1,057,  and  $1,105  in  1998,  1997 and  1996,  respectively,  toward  planned
contributions.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1998 and 1997 was $6,352 and $6,001,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.


(11) Statutory Financial Data and Dividend Restrictions

Statutory  accounting  is directed  toward  insurer  solvency and  protection of
policyholders.  Accordingly,  certain  items  recorded in  financial  statements
prepared under GAAP are excluded or vary in determining statutory policyholders'
surplus and net gain from  operations.  Currently,  these items  include,  among
others, deferred acquisition costs, furniture and fixtures,  accident and health
premiums  receivable  which are more than 90 days past due,  deferred  taxes and
undeclared  dividends to  policyholders.  Additionally,  future life and annuity
benefit reserves  calculated for statutory  accounting do not include provisions
for withdrawals.

The  differences  between  stockholder's  equity  and  net  income  reported  in
accordance with statutory accounting practices and the accompanying consolidated
financial statements as of and for the year ended December 31 are as follows:
<TABLE>


                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>                <C>         <C>      <C> 
                                                            1998         1997               1998        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
Statutory basis                                          $ 654,371      635,711             35,188     72,343   67,995
Adjustments:
 Change in reserve basis                                  (226,145)    (255,816)            13,787    (85,110)  13,324
 Deferred acquisition costs                                930,059      927,080              2,979     63,742   36,344
 Net deferred taxes                                       (257,903)    (228,861)            (2,822)   (28,283) (30,559)
 Statutory asset valuation reserve                         178,011      151,675                  0          0        0
 Statutory interest maintenance reserve                     48,697       34,336             14,361      7,994    1,183
 Modified coinsurance reinsurance                           (2,358)     (31,953)            29,595     81,790    5,435
 Unrealized gains on investments                           158,391      124,754                  0          0        0
 Nonadmitted assets                                         14,943       14,824                  0          0        0
 Deferred income on reinsurance                           (105,465)    (115,688)                 0          0        0
 Other                                                     (52,077)     (38,470)             7,051      1,197    7,446
- ---------------------------------------------------------------------------------------------------------------------------
As reported in the accompanying consolidated
  financial statements                                  $1,340,524    1,217,592            100,139    113,673  101,168    
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1998 and 1997 were in compliance with these requirements.  The maximum amount of
dividends  that can be paid by Minnesota  insurance  companies  to  stockholders
without  prior  approval  of  the   Commissioner   of  Commerce  is  subject  to
restrictions  relating to statutory  earned  surplus,  also known as  unassigned
funds.  Unassigned  funds  are  determined  in  accordance  with the  accounting
procedures  and  practices   governing   preparation  of  the  statutory  annual
statement, minus 25% of earned surplus attributable to unrealized capital gains.
In accordance with Minnesota Statutes,  the Company may declare and pay from its
surplus,  cash dividends of not more than the greater of 10% of its beginning of
the year statutory  surplus in any year, or the net gain from  operations of the
insurer, not including realized gains,

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(11) Statutory Financial Data and Dividend Restrictions (cont.)

for the 12-month  period ending the 31st day of the next preceding year. In 1998
and 1997,  the Company paid AZOA  dividends on preferred  stock in the amount of
$729 and $1,600, respectively. A common stock dividend of $551 was paid in 1997.
Dividends of $63,678 could
be paid in 1999 without prior approval of the Commissioner of Commerce.

Regulatory Risk Based Capital

An insurance  enterprise's  state of domicile imposes minimum risk-based capital
requirements  that were  developed  by the  National  Association  of  Insurance
Commissioners  (NAIC).  The formulas for  determining  the amount of  risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk.  Regulatory
compliance is determined by a ratio of an enterprise's regulatory total adjusted
capital to its authorized  control level risk-based  capital,  as defined by the
NAIC.  Enterprises below specific  triggerpoints or ratios are classified within
certain levels,  each of which requires specified  corrective action. The levels
and ratios are as follows:
                                     Ratio of total adjusted capital to
                                     authorized control level risk-based
        Regulatory Event               capital (less than or equal to)
- --------------------------------------------------------------------------------
        Company action level           2 (or 2.5 with negative trends)
        Regulatory action level                      1.5
        Authorized control level                      1
        Mandatory control level                      0.7

The Company's  adjusted  capital is in excess of the Company  action level as of
December 31, 1998 and 1997.

Permitted Statutory Accounting Practices

The  Company is required to file annual  statements  with  insurance  regulatory
authorities which are prepared on an accounting basis prescribed or permitted by
such authorities.  Currently,  prescribed statutory accounting practices include
state laws, regulations,  and general administrative rules, as well as a variety
of publications of the NAIC.  Permitted statutory accounting practices encompass
all accounting  practices that are not  prescribed;  such practices  differ from
state to state,  may differ  from  company to  company  within a state,  and may
change in the future.  The Company does not currently  use  permitted  statutory
accounting  practices that have a significant impact on its statutory  financial
statements.  Furthermore,  the NAIC has completed a project to codify  statutory
accounting  practices,  the result of which will  constitute  the only source of
"prescribed" statutory accounting practices.  Accordingly, that project which is
currently in the process of state  adoption,  will change the definition of what
comprises  prescribed versus permitted statutory accounting  practices,  and may
result in changes to existing accounting  policies insurance  enterprises use to
prepare their statutory financial statements.


(12) Commitments and Contingencies

The Company and its  subsidiaries  are involved in various pending or threatened
legal proceedings arising from the conduct of their business.  In the opinion of
management,  the ultimate resolution of such litigation will not have a material
effect on the consolidated financial position of the Company.

The  Company  is  contingently  liable for  possible  future  assessments  under
regulatory   requirements   pertaining  to   insolvencies   and  impairments  of
unaffiliated  insurance  companies.  Provision  has been  made  for  assessments
currently received and assessments anticipated for known insolvencies.


(13) Year 2000

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and  beyond.  Additional  costs  associated  with this  effort are not
expected  to be  material  and will be  expensed  as  incurred.  This "Year 2000
Computer  Problem" creates risk for the Company from unforeseen  problems in its
own computer systems and
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(13) Year 2000 (cont.)

from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  Failures of the Company and/or third parties' computer systems could
have a material  impact on the  Company's  ability to conduct its  business  and
especially   to  process  and  account  for  the  transfer  of  data  and  funds
electronically.


(14) Foreign Currency Translation

The net assets of the Company's  foreign  operations  are  translated  into U.S.
dollars using exchange rates in effect at each year-end. Translation adjustments
arising from differences in exchange rates from period to period are included in
the accumulated foreign currency  translation  adjustment reported as a separate
component  of  stockholder's  equity.  An  analysis  of  this  account  for  the
respective years ended December 31 follows:
<TABLE>


                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(4,448)      (3,473)     (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (2,710)      (1,500)        (28)
Amount of income tax benefit for period related to aggregate adjustment                   949          525          10
- ---------------------------------------------------------------------------------------------------------------------------
Net aggregate translation included in equity                                           (1,761)        (975)        (18)
Ending amount of cumulative translation adjustments                                   $(6,209)      (4,448)     (3,473)
Canadian foreign exchange rate at end of year                                               0.6535       0.6992      0.7297
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>

(15) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1998, 1997 and 1996:

                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                              Future policy            Other         Premium              Benefits, Net change
                      Deferred  benefits,              policy         revenue               claims      in
                       policy    losses,              claims and      and other    Net     losses, and policy      Other
                     acquisitio claims and  Unearned  benefits       contract   investment settlement acquisition operating
                        costs  loss expense  premiums   payable    considerations income    expenses  costs (a)  expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>       <C>            <C>          <C>      <C>        <C>      <C>
 
1998:
Life                 $217,262 1,445,844     3,859     97,647          375,055     34,731   306,318   (27,291)  141,705
Annuities             694,388 3,588,491         0      1,727          172,247    158,458   135,356    23,333   151,719
Accident and health              18,409         0     49,919          671,472    506,451    23,877   393,601       979
161,128
- ---------------------------------------------------------------------------------------------------------------------------
                     $930,059 5,034,335    53,778    770,846        1,053,753    217,066   835,275    (2,979)  454,552
1997:
Life                 $189,971 1,297,269     5,215     63,572          313,078     24,352   230,357   (14,363)   99,913
Annuities             717,721 3,251,829         0      1,881          188,474    118,028   124,535   (44,924)  186,789
Accident and health              19,388         0     44,953          487,660    451,067    19,970   327,526    (4,455)
151,312
- ---------------------------------------------------------------------------------------------------------------------------
                     $927,080 4,549,098    50,168    553,113          952,619    162,350   682,418   (63,742)  438,014
1996:
Life                 $175,608 1,204,633     5,502     62,369          331,845     89,049   258,221     4,308   103,352
Annuities             672,797 2,879,221         0      1,859          157,887    113,537   105,335   (43,283)  161,002
Accident and health              14,933         0     26,674          374,596    376,822    20,036   256,364     2,631
122,337
- ---------------------------------------------------------------------------------------------------------------------------
                     $863,338 4,083,854    32,176    438,824          866,554    222,622   619,920   (36,344)  386,691
<FN>

(a) See note 1 for total gross amortization. 
</FN>

</TABLE>

<PAGE>
                                    APPENDIX
                         ILLUSTRATION OF POLICY VALUES
 
    The following tables illustrate how Policy Account values, Net Cash Values
and death benefits of a policy change based on the investment experience of the
variable options. The illustrations are hypothetical and may not be used to
project or predict investment results. The Policy Account values, Net Cash
Values and death benefits in the tables take into account all charges and
deductions against the policy. These tables assume that the cost of insurance
rates for the policy are based on the current and guaranteed rates appropriate
to the class shown. These tables also assume that a level annual premium of
$1,200 was paid. These tables assume that the insured is in the most favorable
male risk status, I.E., non-smoker. For insureds who are classified as smoker or
less favorable risk status, the cost of insurance will be greater and the policy
values will be less given the same assumed hypothetical gross annual investment
rates of return. The cost of insurance will be less and the policy values will
be greater for female insureds of comparable risk status. Some states require
that the policies contain tables based upon unisex rates.
 
    Gross investment returns of 0%, 6% and 12% are assumed to be level for all
years shown. The values would be different if the rates of return averaged 0%,
6% and 12% over the period of years but fluctuated above and below those
averages during individual years.
 
    The values shown reflect the fact that the net investment return of the
variable options is lower than the gross investment return on the assets held in
the portfolios because of the charges assessed on amounts in the variable
options. The daily investment advisory fee for the portfolios of Franklin
Valuemark Funds is assumed to be equal to an annual rate of 0.672% of the net
assets of the portfolios (which is the average of the investment advisory fees
assessed in 1998). The values also assume that each portfolio will incur
operating expenses annually which are assumed to be 0.047% of the average net
assets of the portfolio. This is the average in 1998. The variable options will
be assessed for mortality and expense risks at a guaranteed annual rate not to
exceed 0.90% (the current annual rate is 0.60%) of the average daily net assets
of the variable option and for administrative expenses at an annual rate of
0.15% of the average daily net assets of the variable option. After taking these
expenses and charges into consideration, the illustrated gross annual investment
rates of 0%, 6% and 12% are equivalent to net rates of -1.46%, 4.45% and 10.37%.
 
    We deduct an insurance risk premium for a policy month from the Policy
Account values. The insurance risk premium rate is based on the sex (where
permitted by state law), attained age and rate class of the insured.
 
    Upon request, we will provide a comparable illustration based upon the
attained age, sex (where permitted by state law) and rate class of the proposed
insured and for the Face Amount or premium requested.
 
                                      A-1
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
 
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
 
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: A
<TABLE>
<CAPTION>
                                                                               CURRENT VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                         ACCUM @    ---------------------------------  ---------------------------------
                            ANNUAL        5.00%       POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          757          35    100,000         813          92    100,000
         2           36        1,200        2,583        1,674         893    100,000       1,840       1,059    100,000
         3           37        1,200        3,972        2,573       1,731    100,000       2,908       2,066    100,000
         4           38        1,200        5,431        3,453       2,602    100,000       4,017       3,166    100,000
         5           39        1,200        6,962        4,316       3,495    100,000       5,172       4,351    100,000
 
         6           40        1,200        8,570        5,156       4,385    100,000       6,368       5,598    100,000
         7           41        1,200       10,259        5,984       5,264    100,000       7,620       6,899    100,000
         8           42        1,200       12,032        6,792       6,121    100,000       8,919       8,249    100,000
         9           43        1,200       13,893        7,583       6,995    100,000      10,273       9,685    100,000
        10           44        1,200       15,848        8,359       7,853    100,000      11,685      11,179    100,000
 
        15           49        1,200       27,189       11,909      11,909    100,000      19,800      19,800    100,000
        20           54        1,200       41,633       14,675      14,675    100,000      29,566      29,566    100,000
        25           59        1,200       60,136       16,501      16,501    100,000      41,036      41,036    100,000
        30           64        1,200       83,713       16,480      16,480    100,000      54,520      54,520    100,000
        35           69        1,200      113,804       13,265      13,265    100,000      70,666      70,666    100,000
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
               POLICY     NET CASH   NET DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          870         148    100,000
         2        2,013       1,232    100,000
         3        3,270       2,428    100,000
         4        4,652       3,800    100,000
         5        6,173       5,352    100,000
         6        7,843       7,072    100,000
         7        9,689       8,968    100,000
         8       11,720      11,049    100,000
         9       13,960      13,372    100,000
        10       16,495      15,989    100,000
        15       33,645      33,645    100,000
        20       61,619      61,619    100,000
        25      107,358     107,358    142,715
        30      181,185     181,185    219,290
        35      299,677     299,677    344,884
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $5.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-2
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: A
<TABLE>
<CAPTION>
                                                                             GUARANTEED VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                                    ---------------------------------  ---------------------------------
                                          ACCUM                     NET        NET                     NET        NET
                            ANNUAL       @ 5.00%      POLICY       CASH       DEATH      POLICY       CASH       DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          747          25    100,000         803          81    100,000
         2           36        1,200        2,583        1,601         819    100,000       1,764         982    100,000
         3           37        1,200        3,972        2,430       1,589    100,000       2,754       1,912    100,000
         4           38        1,200        5,431        3,235       2,383    100,000       3,776       2,924    100,000
         5           39        1,200        6,962        4,016       3,196    100,000       4,830       4,010    100,000
 
         6           40        1,200        8,570        4,762       3,992    100,000       5,908       5,137    100,000
         7           41        1,200       10,259        5,486       4,766    100,000       7,021       6,300    100,000
         8           42        1,200       12,032        6,177       5,506    100,000       8,161       7,490    100,000
         9           43        1,200       13,893        6,835       6,247    100,000       9,329       8,741    100,000
        10           44        1,200       15,848        7,461       6,955    100,000      10,527      10,021    100,000
 
        15           49        1,200       27,189       10,104      10,104    100,000      16,996      16,996    100,000
        20           54        1,200       41,633       11,637      11,637    100,000      24,130      24,130    100,000
        25           59        1,200       60,136       11,435      11,435    100,000      31,601      31,601    100,000
        30           64        1,200       83,713        8,373       8,373    100,000      38,870      38,870    100,000
        35           69        1,200      113,804           37          37    100,000      44,868      44,868    100,000
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
                             NET        NET
               POLICY       CASH       DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          859         138    100,000
         2        1,933       1,152    100,000
         3        3,105       2,264    100,000
         4        4,385       3,534    100,000
         5        5,784       4,965    100,000
         6        7,303       6,535    100,000
         7        8,967       8,250    100,000
         8       10,780      10,115    100,000
         9       12,759      12,178    100,000
        10       14,921      14,424    100,000
        15       29,231      29,231    100,000
        20       51,962      51,962    100,000
        25       88,793      88,793    118,078
        30      147,297     147,297    178,342
        35      238,869     238,869    275,011
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $9.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-3
<PAGE>
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
PREPARED FOR: CLIENT                             INITIAL DEATH BENEFIT: $100,000
ISSUE AGE: 35, NON-SMOKER                              ANNUAL PREMIUM: $1,200.00
SEX: MALE                                        INITIAL DEATH BENEFIT OPTION: B
<TABLE>
<CAPTION>
                                                                               CURRENT VALUES
                                                    --------------------------------------------------------------------
                                                           VALUES PROJECTED AT                VALUES PROJECTED AT
                                                                  0.00%                              6.00%
                                                    ---------------------------------  ---------------------------------
                                          ACCUM                     NET        NET                     NET        NET
                            ANNUAL       @ 5.00%      POLICY       CASH       DEATH      POLICY       CASH       DEATH
END OF YR.       AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT
    ---          ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------
<S>          <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>
         1           35        1,200        1,260          755          34    100,755         812          90    100,812
         2           36        1,200        2,583        1,670         888    101,670       1,835       1,054    101,835
         3           37        1,200        3,972        2,564       1,722    102,564       2,897       2,055    102,897
         4           38        1,200        5,431        3,438       2,586    103,438       3,999       3,147    103,999
         5           39        1,200        6,962        4,292       3,471    104,292       5,142       4,322    105,142
 
         6           40        1,200        8,570        5,121       4,351    105,121       6,324       5,554    106,324
         7           41        1,200       10,259        5,938       5,217    105,938       7,558       6,837    107,558
         8           42        1,200       12,032        6,732       6,061    106,732       8,835       8,164    108,835
         9           43        1,200       13,893        7,507       6,919    107,507      10,162       9,574    110,162
        10           44        1,200       15,848        8,264       7,758    108,264      11,542      11,036    111,542
 
        15           49        1,200       27,189       11,677      11,677    111,677      19,377      19,377    119,377
        20           54        1,200       41,633       14,141      14,141    114,141      28,453      28,453    128,453
        25           59        1,200       60,136       15,426      15,426    115,426      38,303      38,303    138,303
        30           64        1,200       83,713       14,534      14,534    114,534      48,128      48,128    148,128
        35           69        1,200      113,804        9,846       9,846    109,846      56,191      56,191    156,191
 
<CAPTION>
 
                    VALUES PROJECTED AT
                          12.00%
             ---------------------------------
                             NET        NET
               POLICY       CASH       DEATH
END OF YR.     ACCOUNT      VALUE     BENEFIT
    ---      -----------  ---------  ---------
<S>          <C>          <C>        <C>
         1          868         147    100,868
         2        2,008       1,226    102,008
         3        3,258       2,416    103,258
         4        4,630       3,778    104,630
         5        6,136       5,316    106,136
         6        7,786       7,016    107,786
         7        9,606       8,886    109,606
         8       11,603      10,933    111,603
         9       13,800      13,212    113,800
        10       16,276      15,770    116,276
        15       32,856      32,856    132,856
        20       59,081      59,081    159,081
        25      100,379     100,379    200,379
        30      165,233     165,233    265,233
        35      266,668     266,668    366,668
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $5.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
 
                                      A-4
<PAGE>
   
 
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            VARIABLE UNIVERSAL LIFE
 
<TABLE>
<S>                                            <C>
PREPARED FOR: CLIENT                                         INITIAL DEATH BENEFIT: $100,000
ISSUE AGE: 35, NON-SMOKER                                          ANNUAL PREMIUM: $1,200.00
SEX: MALE                                                    INITIAL DEATH BENEFIT OPTION: B
</TABLE>
<TABLE>
<CAPTION>
                                                                                  GUARANTEED VALUES
                                                  ---------------------------------------------------------------------------------
                                                                                                                          VALUES
                                                                                                                         PROJECTED
                                                         VALUES PROJECTED AT                VALUES PROJECTED AT             AT
                                                                0.00%                              6.00%                  12.00%
                                        ACCUM     ---------------------------------  ---------------------------------  -----------
 END OF                   ANNUAL       @ 5.00%      POLICY     NET CASH   NET DEATH    POLICY     NET CASH   NET DEATH    POLICY
   YR.         AGE        PREMIUM      PREMIUM      ACCOUNT      VALUE     BENEFIT     ACCOUNT      VALUE     BENEFIT     ACCOUNT
   ---         ---      -----------  -----------  -----------  ---------  ---------  -----------  ---------  ---------  -----------
<S>        <C>          <C>          <C>          <C>          <C>        <C>        <C>          <C>        <C>        <C>
    1              35        1,200        1,260          745          24    100,745         801          80    100,801         858
    2              36        1,200        2,583        1,597         815    101,597       1,759         977    101,759       1,928
    3              37        1,200        3,972        2,421       1,579    102,421       2,743       1,901    102,743       3,092
    4              38        1,200        5,431        3,219       2,367    103,219       3,756       2,905    103,756       4,362
    5              39        1,200        6,962        3,991       3,171    103,991       4,799       3,979    104,799       5,745
 
    6              40        1,200        8,570        4,726       3,955    104,726       5,861       5,090    105,861       7,243
    7              41        1,200       10,259        5,436       4,715    105,436       6,954       6,233    106,954       8,878
    8              42        1,200       12,032        6,110       5,439    106,110       8,068       7,397    108,068      10,652
    9              43        1,200       13,893        6,748       6,160    106,748       9,203       8,615    109,203      12,579
   10              44        1,200       15,848        7,351       6,845    107,351      10,361       9,855    110,361      14,674
 
   15              49        1,200       27,189        9,818       9,818    109,818      16,472      16,472    116,472      28,268
   20              54        1,200       41,633       11,026      11,026    111,026      22,758      22,758    122,758      48,827
   25              59        1,200       60,136       10,278      10,278    110,278      28,329      28,329    128,329      79,552
   30              64        1,200       83,713        6,459       6,459    106,459      31,563      31,563    131,563     125,010
   35              69        1,200      113,804            0           0          0      29,374      29,374    129,374     191,285
 
<CAPTION>
 
 END OF    NET CASH   NET DEATH
   YR.       VALUE     BENEFIT
   ---     ---------  ---------
<S>        <C>        <C>
    1            136    100,858
    2          1,146    101,928
    3          2,251    103,092
    4          3,510    104,362
    5          4,925    105,745
    6          6,472    107,243
    7          8,157    108,878
    8          9,981    110,652
    9         11,991    112,579
   10         14,178    114,674
   15         28,268    128,268
   20         48,827    148,827
   25         79,552    179,552
   30        125,010    225,010
   35        191,285    291,285
</TABLE>
 
    CURRENT VALUES ARE BASED ON PROJECTED INTEREST RATES AND CURRENT EXPENSES
    AND COST OF INSURANCE CHARGES NOW IN EFFECT, WHICH ARE SUBJECT TO CHANGE.
    THE CURRENT MONTHLY EXPENSE CHARGES ARE $20.00 PER MONTH IN YEAR 1 AND $9.00
    PER MONTH THEREAFTER.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN THIS
ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING INTEREST RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT
THAN THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    
 
                                      A-5
<PAGE>

                                     PART II

                          UNDERTAKINGS TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission theretofore or hereafter duly adopted pursuant to authority conferred
in that section.


                                 REPRESENTATION

Allianz Life Insurance  Company of North America  ("Company")  hereby represents
that the fees and charges deducted under the Policy described in the Prospectus,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses to be incurred and the risks assumed by the Company.


                                 INDEMNIFICATION

The Bylaws of the Company provide that:

Each person (and the heirs,  executors,  and administrators of such person) made
or threatened to be made a party to any action, civil or criminal,  by reason of
being or having been a director,  officer, or employee of the corporation (or by
reason of serving  any other  organization  at the  request of the  corporation)
shall  be  indemnified  to the  extent  permitted  by the  laws of the  State of
Minnesota, and in the manner prescribed therin.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities  and  Exchange   Commission,   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in connection  with the Policies  issued by the Variable
Account,  the Company will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

The Prospectus consisting of __ pages

   
Undertakings to File Reports.
    

The signatures

   
Written  consents  of  the  following  persons:  Counsel,  Actuary,  Independent
Auditors
    

The following exhibits:

   
     A.  Copies of all  exhibits  required by  paragraph A of  instructions  for
         Exhibits in Form N-8B-2.

     1.  Resolution of the Board of Directors of the Company (4)
     2.  Not Applicable
     3.  a.  Principal Underwriter Agreement (5)
     3.  b.  Selling Agreement (4)
     4.  Not Applicable
     5.  Individual Variable Life Insurance Policy (3)
         i.  Individual Variable Life Insurance Policy Endorsements (4)
     6.  a. Copy of Articles of  Incorporation of the Company (4)
     6.  b. Copy of the Bylaws of the  Company (4)
     7.  Not  Applicable
     8.  Not  Applicable
     9.  a. Administrative  Agreement  (filed  confidentially) (2)
     9.  b.  Form  of Fund  Participation Agreement (3)
    10.  Application for Individual Variable Life Insurance Policy (3)
    12.  Memorandum of Exchange Rights (1)
    13.  Powers of Attorney (5)
    27.  Not Applicable

B.     Opinion and Consent of Counsel

C.     Consent of Actuary

D.     Independent Auditors' Consent


  (1)  Incorporated by reference to Registrant's Form N-8 B-2.

  (2)  Incorporated by reference to Registrant's Pre-Effective
       Amendment No. 1

  (3)  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 9 to Form S-6, File Nos. 33-11158 and
       811-4965 as electronically filed on April 24, 1996.
  
  (4)  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 11 to Form S-6, File Nos. 33-11158 and
       811-4965 as electronically filed on April 30, 1997.

  (5)  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 12 to Form S-6, File Nos. 33-11158 and
       811-4965 as electronically filed on April 29, 1998.
    
<PAGE>
                                 REPRESENTATIONS


     1.  Registrant  represents that Section  (b)(13)(iii)(F) of Rule 6e-3(T) is
         being relied on.

     2.  Registrant  represents  that the level of the risk charge is within the
         range of industry practice for comparable flexible contracts.

     3.  Registrant  represents that it has analyzed the risk charge taking into
         consideration  such facts as current charge levels,  potential  adverse
         mortality,  the manner in which  charges  are  imposed,  the markets in
         which the Policy will be offered and anticipated sales and lapse rates.

         Registrant  also  represents  that a  memorandum  has been  prepared in
         connection  with the  analysis of the risk  charge as set forth  above.
         Registrant  undertakes to keep and make  available to the Commission on
         request a copy of the memorandum.

     4.  Registrant  represents  that the Company has concluded  that there is a
         reasonable likelihood that the distribution  financing  arrangements of
         the  Variable   Account   will   benefit  the   Variable   Account  and
         policyholders  and will keep and make  available to the  Commission  on
         request a memorandum setting forth the basis for this representation.

     5.  Registrant  represents  that the  Variable  Account will invest only in
         management  investment  companies which have undertaken to have a Board
         of  Directors,  a majority  of whom are not  interested  persons of the
         Company,  formulate  and  approve  any plan under Rule 12b_1 to finance
         distribution expenses.
<PAGE>

                                   SIGNATURES

As required by the  Securities  Act of 1933,  the  Registrant  certifies that it
meets all the requirements  for  effectiveness  of this  Registration  Statement
pursuant to Rule 485(b) under the  Securities Act of 1933 and it has duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly authorized in the City of Minneapolis and State of Minnesota,  on
this 26th day of April, 1999.

<TABLE>
<CAPTION>

<S>                                  <C>
                                          ALLIANZ LIFE
                                          VARIABLE ACCOUNT A
                                          (Registrant)



                                     By:  ALLIANZ LIFE INSURANCE COMPANY
                                          OF NORTH AMERICA
                                          (Depositor)




                                     By:  /S/ MICHAEL T. WESTERMEYER
                                          ---------------------------
                                              Michael T. Westermeyer



Attest:/S/ CATHERINE L. MIELKE
       ------------------------

</TABLE>



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
   
<TABLE>
<CAPTION>
Signature and Title
<S>                        <C>                                     <C>
Lowell C. Anderson*        Chairman of the Board,                  04/26/99
Lowell C. Anderson         President and Chief Executive Officer       Date

Herbert F. Hansmeyer*      Director                                04/26/99
Herbert F. Hansmeyer                                                   Date

Michael P. Sullivan*       Director                                04/26/99
Michael P. Sullivan                                                    Date

Dr. Gerhard G. Rupprecht*  Director                                04/26/99
Dr. Gerhard G. Rupprecht                                               Date

Edward J. Bonach*          Executive Vice President, Chief         04/26/99
Edward J. Bonach           Financial Officer and Treasurer             Date

Rev. Dennis J. Dease*      Director                                04/26/99
Rev. Dennis J. Dease                                                   Date

James R. Campbell*         Director                                04/26/99
James R. Campbell                                                      Date

Robert M. Kimmitt*         Director                                04/26/99
Robert M. Kimmitt                                                      Date

</TABLE>
    
                              *By Power of Attorney


                               By:/S/ MICHAEL T. WESTERMEYER
                                  --------------------------------
                                      Michael T. Westermeyer
                                        Attorney-in-Fact

<PAGE>


                                    EXHIBITS

                                       TO
   
                     POST-EFFECTIVE AMENDMENT NO. 15
    
                                       TO

                                    FORM S-6

                         ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA




<PAGE>

                                INDEX TO EXHIBITS



Exhibit                                                              Page
- -------                                                              ----

EX-99.B     Opinion and Consent of Counsel

EX-99.C     Consent of Actuary

EX-99.D     Independent Auditors' Consent

<PAGE>

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 19, 1999

Board of Directors
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN 55403


RE:  Opinion and Consent of Counsel
     Allianz Life Variable Account A

Dear Sir or Madam:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended,  of a Registration  Statement on Form S-6 for the  Individual  Flexible
Premium Variable Life Insurance  Policies to be issued by Allianz Life Insurance
Company of North America and its separate account, Allianz Life Variable Account
A.

We are of the following opinions:

1.  Allianz Life Variable  Account A is a unit investment  trust as that term is
    defined in Section 4(2) of the  Investment  Company Act of 1940 (the "Act"),
    and is currently  registered  with the Securities  and Exchange  Commission,
    pursuant to Section 8(a) of the Act.

2.  Upon the acceptance of premium payments made by a Policy Owner pursuant to a
    Policy  issued  in  accordance   with  the   Prospectus   contained  in  the
    Registration  Statement  and upon  compliance  with  applicable  law, such a
    Policy  Owner  will  have  a  legally-issued,   fully-paid,   non-assessable
    contractual interest under such Policy.

You  may  use  this  opinion  letter,  or  copy  hereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Prospectus which forms a part of the Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By:/S/LYNN KORMAN STONE
   -------------------------------
      Lynn Korman Stone

<PAGE>

Allianz Life Insurance Company of North America         [Allianz Logo]


Jack L. Baumer, FSA, MAAA
Assistant Vice President and Actuary
Variable Products Administration

1750 Hennepin Avenue
Minneapolis, MN  55403-2195

Telephone: 612/ 337-6180
Telefax:   612/ 337-6136

www.allianzlife.com

April 14, 1999


The Board of Directors
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN  55403




                               CONSENT OF ACTUARY


     I hereby  consent to the  inclusion of the  Illustrations  of Policy Values
contained  in  Appendix  A in a  Registration  Statement  Form  S-6  registering
Flexible Premium Variable Life Insurance  Policies.  The illustrations have been
prepared  in  accordance  with  standard  actuarial  principles  and reflect the
operation of the Policy by taking into account all charges  under the Policy and
in  the  underlying   fund,  and  are  shown  for  the  male,   non-smoker  risk
classification.

Sincerely,



/s/Jack L. Baumer

Jack L. Baumer, FSA, MAAA

JLB/rar

<PAGE>

KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN  55402




                          Independent Auditors' Consent


The Board of Directors of Allianz Life  Insurance  Company of North  America and
Policy Owners of Allianz Life Variable Account A:

We consent to the use of our report,  dated  January 29, 1999,  on the financial
statements of Allianz Life Variable  Account A and our report dated  February 5,
1999, on the consolidated financial statements of Allianz Life Insurance Company
of North America and  subsidiaries  included  herein and to the reference to our
Firm under the heading "EXPERTS".



                                       KPMG Peat Marwick LLP




Minneapolis, Minnesota
April 23, 1999


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